Fillable Commonwealth of Massachusetts Standard Contract Form

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Commonwealth of Massachusetts Standard Contract Form

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  • 22 check-boxes
  • 41 other fields

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COMMONWEALTH OF MASSACHUSETTS ~ STANDARD CONTRACT FORM
(Issued 6/27/2011) Page 1.of 5.
This form is jointly issued and published by the Executive Office for Administration and Finance (ANF), the Office of the Comptroller (CTR) and the Operational Services
Division (OSD) as the default contract for all Commonwealth Departments when another form is not prescribed by regulation or policy. Any changes to the 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 part 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 copy of this form is available at www.mass.gov/osc
under Guidance For Vendors - Forms or www.mass.gov/osd under OSD Forms.
CONTRACTOR LEGAL NAME:
(and d/b/a):
COMMONWEALTH DEPARTMENT NAME:
MMARS Department Code:
Legal Address: (W-9, W-4,T&C): Business Mailing Address:
Contract Manager: Billing Address (if different):
E-Mail: Contract Manager:
Phone: Fax: E-Mail:
Contractor Vendor Code: Phone: Fax:
MMARS Doc ID(s): Vendor Code Address ID (e.g. “AD001”): AD .
(Note: The Address Id Must be set up for EFT payments.)
RFR/Procurement or Other ID Number:
___ NEW CONTRACT
PROCUREMENT OR EXCEPTION TYPE: (Check one option only)
__
Statewide Contract (OSD or an OSD-designated Department)
__
Collective Purchase (Attach OSD approval, scope, budget)
__
Department Procurement (includes State or Federal grants 815 CMR 2.00)
(Attach RFR and Response or other procurement supporting documentation)
__
Emergency Contract (Attach justification for emergency, scope, budget)
__
Contract Employee (Attach Employment Status Form, scope, budget)
__
Legislative/Legal or Other: (Attach authorizing language/justification, scope and
budget)
___ CONTRACT AMENDMENT
Enter Current Contract End Date Prior to Amendment: , 20 .
Enter Amendment Amount: $
. (or “no change”)
AMENDMENT TYPE
: (Check one option only. Attach details of Amendment changes.)
__
Amendment to Scope or Budget (Attach updated scope and budget)
__
Interim Contract (Attach justification for Interim Contract and updated scope/budget)
__
Contract Employee (Attach any updates to scope or budget)
__
Legislative/Legal or Other: (Attach authorizing language/justification and updated
scope and budget)
The following COMMONWEALTH TERMS AND CONDITIONS (T&C) has been executed, filed with CTR and is incorporated by reference into this Contract.
__
Commonwealth Terms and Conditions __ Commonwealth Terms and Conditions For Human and Social Services
COMPENSATION: (Check ONE option): The Department certifies that payments for authorized performance accepted in accordance with the terms of this Contract will be supported
in the state accounting system by sufficient appropriations or other non-appropriated funds, subject to intercept for Commonwealth owed debts under 815 CMR 9.00.
__
Rate Contract (No Maximum Obligation. Attach details of all rates, units, calculations, conditions or terms and any changes if rates or terms are being amended.)
__
Maximum Obligation Contract Enter Total Maximum Obligation for total duration of this Contract (or new Total if Contract is being amended). $ .
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 days __ % PPD; Payment issued within 20 days __ % PPD; Payment issued within 30
days __
% PPD. If PPD percentages are left blank, identify reason: __agree to standard 45 day cycle __ statutory/legal or Ready Payments (G.L. c. 29, § 23A); __ only initial payment
(subsequent payments scheduled to support standard EFT 45 day payment cycle. See Prompt Pay Discounts Policy
.)
BRIEF DESCRIPTION OF CONTRACT PERFORMANCE or REASON FOR AMENDMENT: (Enter the Contract 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.)
ANTICIPATED START DATE: (Complete ONE option only) The Department and Contractor certify for this Contract, or Contract Amendment, that Contract obligations:
__
1. may be incurred as of the Effective Date (latest signature date below) and no obligations have been incurred prior to the Effective Date.
__
2. may be incurred as of , 20 , a date LATER than the Effective Date below and no obligations have been incurred prior to the Effective Date.
__
3. were incurred as of , 20 , a date PRIOR to the Effective Date below, and the parties agree that payments for any obligations incurred prior to the Effective Date are
authorized to be made either as settlement payments or as authorized reimbursement payments, and that the details and circumstances of all obligations under this Contract are
attached and incorporated into this Contract. Acceptance of payments forever releases the Commonwealth from further claims related to these obligations.
CONTRACT END DATE: Contract performance shall terminate as of , 20 , with no new obligations being incurred after this date unless the Contract is properly 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 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 above, subject to any required
approvals. The Contractor makes all certifications required under the attached Contractor Certifications
(incorporated by reference if not attached hereto) under the pains and
penalties of perjury, agrees to provide any required documentation upon request to support compliance, and agrees that all terms governing performance of this Contract and doing
business in Massachusetts are attached or incorporated by reference herein according to the following hierarchy of document precedence, the applicable Commonwealth Terms and
Conditions, this Standard Contract Form including the Instructions and Contractor Certifications, the Request for Response (RFR) or other solicitation, the Contractor’s Response, and
additional negotiated terms, provided that additional negotiated terms will take precedence over the relevant terms in the RFR and the Contractor’s Response only if made using the
process outlined in 801 CMR 21.07
, incorporated herein, provided that any amended RFR or Response terms result in best value, lower costs, or a more cost effective Contract.
AUTHORIZING SIGNATURE FOR THE CONTRACTOR:
X: . Date: .
(Signature and Date Must Be Handwritten At Time of Signature)
Print Name: .
Print Title: .
AUTHORIZING SIGNATURE FOR THE COMMONWEALTH
:
X: .
Date: .
(Signature and Date Must Be Handwritten At Time of Signature)
Print Name: .
Print Title: .
Executive Office Of Public Safety & Security
10 Park Plaza – Suite 3720, Boston, MA 02116
Corine Pryme
(617)725-3370
(617)725-0267
Application
Grant funds from the bulletproof Vest Grant Program- administered by the Office of Grants and Research in the Executive Office of Public Safety and Security
3/1
2/28
EPS
✔
001
✔
✔
✔
✔
✔
17
22
Angela F. F. Davis
Executive Director
click to sign
signature
click to edit
click to sign
signature
click to edit
COMMONWEALTH OF MASSACHUSETTS ~ STANDARD CONTRACT FORM
(Issued 6/27/2011) Page 2 of 5
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 "hyperlink" to an Internet
or bookmarked site and are unofficial versions of these documents and Departments and
Contractors should consult with their legal counsel to ensure compliance with all legal
requirements. Using the Web Toolbar will make navigation between the form and the
hyperlinks easier. Please note that not all applicable laws have been cited.
CONTRACTOR LEGAL NAME (AND D/B/A): Enter the Full Legal Name of the
Contractor's business as it appears on the Contractor's W-9
or W-4 Form (Contract
Employees only) and the applicable Commonwealth Terms and Conditions
If Contractor
also has a “doing business as” (d/b/a) name, BOTH the legal name and the “d/b/a” name
must appear in this section.
Contractor Legal Address: Enter the Legal Address of the Contractor as it appears on
the Contractor's W-9
or W-4 Form (Contract Employees only) and the applicable
Commonwealth Terms and Conditions
, which must match the legal address on the 1099I
table in MMARS (or the Legal Address in HR/CMS for Contract Employee).
Contractor Contract Manager: Enter the authorized Contract Manager who will be
responsible for managing the Contract. The Contract Manager should be an Authorized
Signatory or, at a minimum, a person designated by the Contractor to represent the
Contractor, receive legal notices and negotiate ongoing Contract issues. The Contract
Manager is considered “Key Personnel” and may not be changed without the prior written
approval of the Department. If the Contract is posted on Comm-PASS, the Contract
Manager must be listed on the Vendor Section tab.
Contractor E-Mail Address/Phone/Fax: Enter the electronic mail (e-mail) address, phone
and fax number of the Contractor Contract Manager. This information must be kept current
by the Contractor to ensure that the Department can contact the Contractor and provide any
required legal notices. Notice received by the Contract Manager (with confirmation of
actual receipt) through the listed address, fax number(s) or electronic mail address will meet
any written legal notice requirements.
Contractor Vendor Code: The Department must enter the MMARS Vendor
Code
assigned by the Commonwealth. If a Vendor Code has not yet been assigned, leave this
space blank and the Department will complete this section when a Vendor Code has been
assigned. The Department is responsible under the Vendor File and W-9s Policy
for
verifying with authorized signatories of the Contractor, as part of contract execution, that the
legal name, address and Federal Tax Identification Number (TIN) in the Contract
documents match the state accounting system.
Vendor Code Address ID: (e.g., “AD001”) The Department must enter the MMARS
Vendor Code Address Id identifying the payment remittance address for Contract
payments, which MUST be set up for EFT payments PRIOR to the first payment under the
Contract in accordance with the Bill 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 Department’s 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 if invoices must
be sent to a different location. Billing or confirmation of delivery of performance issues
should be resolved through the listed Contract Managers.
Department Contract Manager: Identify the authorized Contract Manager who will be
responsible for managing the Contract, who should be an authorized signatory or an
employee designated by the Department to represent the Department to receive legal
notices and negotiate ongoing Contract issues.
Department E-Mail Address/Phone/Fax: 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
reference/tracking number for this Contract or Amendment and will be entered into the
Board Award Field in the MMARS encumbrance transaction for this Contract.
NEW CONTRACTS (left side of Form):
Complete this section ONLY if this Contract is brand new. (Complete the CONTRACT
AMENDMENT section for any material changes to an existing or an expired Contract,
and for exercising options to renew or annual contracts under a multi-year
procurement or grant program.)
PROCUREMENT OR EXCEPTION TYPE: Check the appropriate type of procurement or
exception for this Contract. Only one option can be selected. See State Finance Law and
General Requirements, Acquisition Policy and Fixed Assets, the Commodities and Services
Policy and the Procurement Information Center (Department Contract Guidance) for details.
Statewide Contract (OSD or an OSD-designated Department). Check this option for a
Statewide Contract under OSD, or by an OSD-designated Department.
Collective Purchase approved by OSD. Check this option for Contracts approved by
OSD for collective purchases through federal, state, local government or other entities.
Department Contract Procurement. Check this option for a Department procurement
including state grants and federal sub-grants under 815 CMR 2.00
and State Grants and
Federal Subgrants Policy, Departmental Master Agreements (MA). If multi-Department
user Contract, identify multi-Department use is allowable in Brief Description.
Emergency Contract. Check this option when the Department has determined that an
unforeseen crisis or incident has arisen which requires or mandates immediate purchases
to avoid substantial harm to the functioning of government or the provision of necessary or
mandated services or whenever the health, welfare or safety of clients or other persons or
serious damage to property is threatened.
Contract Employee. Check this option when the Department requires the performance of
an Individual Contractor
, and when the planned Contract performance with an Individual
has been classified using the Employment Status Form
(prior to the Contractor's 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 Contract being renewed, amended or to continue a lapsed
Contract. All Contracts with available options to renew must be amended referencing the
original procurement and Contract doc ids, since all continuing contracts must be
maintained in the same Contract file (even if the underlying appropriation changes each
fiscal year.) “See Amendments, Suspensions, and Termination Policy
.)
Enter Current Contract End Date: Enter the termination date of the Current Contract
being amended, even if this date has already passed. (Note: Current Start Date is not
requested since this date does not change and is already recorded in MMARS.)
Enter Amendment Amount: Enter the amount of the Amendment increase or decrease to
a Maximum Obligation Contract. 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 if the Contract has lapsed. The
parties may negotiate a change in any element of Contract performance or cost identified in
the RFR or the Contractor’s response which results in lower costs, or a more cost-effective
or better value performance than was presented in the original selected response, provided
the negotiation results in a better value within the scope of the RFR than what was
proposed by the Contractor in the original selected response. Any “material” change in the
Contract terms must be memorialized in a formal Amendment even if a corresponding
MMARS transaction is not needed to support the change. Additional negotiated terms will
take precedence over the relevant terms in the RFR and the Contractor’s 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
posted.
COMMONWEALTH OF MASSACHUSETTS ~ STANDARD CONTRACT FORM
(Issued 6/27/2011) Page 3 of 5
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 stated Maximum Obligation) or a
Maximum Obligation Contract (with a stated Maximum Obligation) and identify the
Maximum Obligation. If the Contract is being amended, enter the new Maximum Obligation
based upon the increase or decreasing Amendment. The Total Maximum Obligation must
reflect the total funding for the dates of service under the contract, including the
Amendment amount if the Contract is being amended. The Maximum Obligation must
match the MMARS encumbrance. Funding and allotments must be verified as available
and encumbered prior to incurring obligations. If a Contract includes both a Maximum
Obligation component and Rate Contract component, check off both, specific Maximum
Obligation amounts or amended amounts and Attachments must clearly 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 Paying Policy
for investment and cash flow purposes. Departments
may NOT negotiate accelerated payments and Payees are NOT entitled to accelerated
payments UNLESS a prompt payment discount (PPD) is provided to support the
Commonwealth’s loss of investment earnings for this earlier payment, or unless a payments
is legally mandated to be made in less than 45 days (e.g., construction contracts, Ready
Payments under G.L. c. 29, s. 23A
). See Prompt Pay Discounts Policy. PPD are identified
as a percentage discount which will be automatically deducted when an accelerated
payment is made. Reduced contracts rates may not be negotiated to replace a PPD. If
PPD fields are left blank please identify that the Contractor agrees to the standard 45 day
cycle; a statutory/legal exemption such as Ready Payments (G.L. c. 29, § 23A
); or only an
initial accelerated payment for reimbursements or start up costs for a grant, with
subsequent payments scheduled to support standard EFT 45 day payment cycle. Financial
hardship is not a sufficient justification to accelerate cash flow for all payments under a
Contract. Initial grant or contract payments may be accelerated for the first invoice or initial
grant installment, but subsequent periodic installments or invoice payments should be
scheduled to support the Payee cash flow needs and the standard 45 day EFT payment
cycle in accordance with the Bill Paying Policy. Any accelerated payment 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 and/or other identifying
information for the Contract to specifically identify the Contract performance, match the
Contract with attachments, determine the appropriate expenditure code (as listed in the
Expenditure 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 “Multi-Department Use” if other Departments can access
procurement. For Amendments, identify the purpose and what items are being amended.
Merely stating "see attached" or referencing attachments without a narrative description of
performance is insufficient.
ANTICIPATED START DATE
The Department and Contractor must certify WHEN obligations under this
Contract/Amendment 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 Date
(if no FY is listed) or the later FY
start date (if a FY is listed). Use Option 2 only when the Contract will be signed well in
advance of the start date and identify a specific future start date. Do not use Option 2 for a
fiscal year start unless it is certain that the Contract will be signed prior to fiscal year. Option
3 is used in lieu of the Settlement and Release Form
when the Contract/Amendment 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
.
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 date without
an amendment, but the Department may allow a Contractor to complete minimal close out
performance obligations if substantial performance has been made prior to the termination
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 state finance law, and CTR may adjust encumbrances and payments in
the state accounting system to enable final close out payments. Performance dates are
subject to G.L. c.4, § 9
.
CERTIFICATIONS AND EXECUTION
See Department Head Signature Authorization Policy and the Contractor Authorized
Signatory Listing for policies on Contractor and Department signatures.
Authorizing Signature for Contractor/Date: 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 right of the Contractor to claim the Contract/Amendment is not
valid and the Contractor may not void the Contract. Rubber stamps, typed or other
images are not acceptable. Proof of Contractor signature authorization on a Contractor
Authorized Signatory Listing may be required by the Department if not already on file.
Contractor Name /Title: The Contractor Authorized Signatory’s name and title must
appear legibly as it appears on the Contractor Authorized Signatory Listing
.
Authorizing Signature For Commonwealth/Date: The Authorized Department 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 Secretariat signoff, evidence of Secretariat
signoff must be included in the Contract file.
Department Name /Title: Enter the Authorized Signatory’s name and title legibly.
CONTRACTOR CERTIFICATIONS AND LEGAL REFERENCES
Notwithstanding verbal or other representations by the parties, the “Effective Date” of this
Contract or Amendment shall be the latest date that this Contract or Amendment has been
executed by an authorized signatory of the Contractor, the Department, or a later Contract
or Amendment Start Date specified, subject to any required approvals. The Contractor
makes all certifications required under this Contract under the pains and penalties of
perjury, and agrees to provide any required documentation upon request to support
compliance, and agrees that all terms governing performance of this Contract and doing
business in Massachusetts are attached or incorporated by reference herein:
Commonwealth and Contractor Ownership RIghts. The Contractor certifies and agrees
that the Commonwealth is entitled to ownership and possession of all “deliverables”
purchased or developed with Contract funds. A Department may not relinquish
Commonwealth rights to deliverables nor may Contractors sell products developed with
Commonwealth resources without just compensation. The Contract should detail all
Commonwealth deliverables and ownership rights and any Contractor proprietary rights.
Qualifications. The Contractor 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 do
business in Massachusetts, as required by law.
Business Ethics and Fraud, Waste and Abuse Prevention. The Contractor certifies that
performance under this Contract, in addition to meeting the terms of the Contract, will be
made using ethical business standards and good stewardship of taxpayer and other public
funding and resources to prevent fraud, waste and abuse.
Collusion. The Contractor certifies that this Contract has been offered in good faith and
without collusion, fraud or unfair trade practices with any other person, that any actions to
avoid or frustrate fair and open competition are prohibited by law, and shall be grounds for
rejection or disqualification of a Response or termination of this Contract.
Public Records and Access The Contractor shall provide full access to records related to
performance and compliance to the Department and officials listed under Executive Order
195
and G.L. c. 11, s.12 seven (7) years beginning on the first day after the final payment
under this Contract or such longer period necessary for the resolution of any litigation,
claim, negotiation, audit or other inquiry involving this Contract. Access to view Contractor
COMMONWEALTH OF MASSACHUSETTS ~ STANDARD CONTRACT FORM
(Issued 6/27/2011) Page 4 of 5
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 under 950 C.M.R. 32.00
.
Debarment. The Contractor certifies that neither it nor any of its subcontractors are
currently debarred or suspended by the federal or state government under any law or
regulation including, Executive Order 147
; G.L. c. 29, s. 29F G.L. c.30, § 39R, G.L. c.149, §
27C, G.L. c.149, § 44C, G.L. c.149, § 148B and G.L. c. 152, s. 25C.
Applicable Laws. The Contractor shall comply with all applicable state laws and
regulations including but not limited to the applicable Massachusetts General Laws
; the
Official Code of Massachusetts 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 Paying Policy
. Contractors must be able to reconcile and
properly attribute concurrent payments from multiple Departments. Final invoices in any
fiscal year must be submitted no later than August 15
th
for performance made and received
(goods delivered, services completed) prior to June 30
th
, 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
th
or other date listed in the Contract shall
authorize the Department to issue an estimated payment based upon the Department’s
determination of performance delivered and accepted. The Contractor’s acceptance of this
estimated payment releases the Commonwealth from further claims for these invoices. If
budgetary funds revert due to the Contractor’s failure to submit timely final invoices, or for
disputing an estimated payment, the Department may deduct a penalty up to 10% from any
final payment in the next fiscal year for failure to submit timely invoices.
Payments Subject To Appropriation. Pursuant to G.L. c. 29
§ 26, § 27 and § 29,
Departments are required to expend funds only for the purposes set forth by the Legislature
and within the funding limits established through appropriation, allotment and subsidiary,
including mandated allotment reductions triggered by G.L. c. 29, § 9C
. A Department
cannot authorize or accept performance in excess of an existing appropriation and
allotment, or sufficient non-appropriated available funds. Any oral or written representations,
commitments, or assurances made by the Department or any other Commonwealth
representative are not binding. The Commonwealth has no legal obligation to compensate
a Contractor for performance that is not requested and is intentionally delivered by a
Contractor outside the scope of a Contract. Contractors should verify funding prior to
beginning performance.
Intercept. Contractors may be registered as Customers in the Vendor file if the Contractor
owes a Commonwealth debt. Unresolved and undisputed debts, and overpayments of
Contract payments that are not reimbursed timely shall be subject to intercept pursuant to
G.L. c. 7A, s. 3
and 815 CMR 9.00. Contract overpayments will be subject to immediate
intercept or payment offset. The Contractor may not penalize any state Department or
assess late fees, cancel a Contract or other services if amounts are intercepted or offset
due to recoupment of an overpayment, outstanding taxes, child support, other overdue
debts or Contract overpayments.
Tax Law Compliance. The Contractor certifies under the pains and penalties of perjury tax
compliance with Federal tax laws
; State tax laws including but not limited to G.L. c. 62C,
G.L. 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; TIR 05-11; New Independent Contractor Provisions and applicable TIRs.
Bankruptcy, Judgments, Potential Structural Changes, Pending Legal Matters and
Conflicts. The Contractor certifies it has not been in bankruptcy and/or receivership within
the last three calendar years, and the Contractor certifies that it will immediately notify the
Department in writing at least 45 days prior to filing for bankruptcy and/or receivership,
any potential structural change in its organization, or if there is any risk to the solvency of
the Contractor that may impact the Contractor’s 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, or
subcontractors, including any potential conflicts of interest of which the Contractor has
knowledge, or learns of during the Contract term. Law firms or Attorneys providing legal
services are required to identify any potential conflict with representation of any Department
client in accordance with Massachusetts Board of Bar Overseers (BBO) rules.
Federal Anti-Lobbying and Other Federal Requirements. If receiving federal funds, the
Contractor 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 part 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. 93I
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 properly encrypted using (at 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 PCI compliant in accordance with
the Payment Card Industry Council Standards
and shall provide confirmation compliance
during the Contract, provide further that the Contractor shall immediately notify the
Department in the event of any security breach including the unauthorized access,
disbursement, use or disposal of personal data or information, and in the event of a security
breach, 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 state (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
(Prevailing Wages for Printing and Distribution of Public Documents); G.L. c.
7, s. 22 (Prevailing Wages for Contracts for Meat Products and Clothing and Apparel);
minimum wages and prevailing wage programs and payments
; unemployment insurance
and contributions; workers’ compensation and insurance
, child labor laws, AGO fair labor
practices; G.L. c. 149 (Labor and Industries); G.L. c. 150A (Labor Relations); G.L. c. 151
and 455 CMR 2.00 (Minimum Fair Wages)
; G.L. c. 151A (Employment and Training); G. L.
c. 151B (Unlawful Discrimination); G.L. c. 151E (Business Discrimination); G.L. c. 152
(Workers’ Compensation); G.L. c.153
(Liability for Injuries); 29 USC c. 8 (Federal Fair Labor
Standards); 29 USC c. 28
and the Federal Family and Medical Leave Act.
Federal And State Laws And Regulations Prohibiting Discrimination including but not
limited to the Federal Equal Employment Oppurt
unity (EEO) Laws the Americans with
Disabilities Act,; 42 U.S.C Sec. 12,101, et seq., the Rehabilitation Act, 29 USC c. 16 s. 794;
29 USC c. 16. s. 701
; 29 USC c. 14, 623; the 42 USC c. 45; (Federal Fair Housing Act); G.
L. c. 151B (Unlawful Discrimination); G.L. c. 151E (Business Discrimination); the Public
Accommodations Law G.L. c. 272, s. 92A
; G.L. c. 272, s. 98 and 98A, Massachusetts
Constitution Article CXIV and G.L. c. 93, s. 103; 47 USC c. 5, sc. II, Part II, 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
Disability-Based Non-Discrimination Standards For Executive Branch Entities, and related
Standards and Guidance, authorized under Massachusetts Executive Order or any
disability-based protection arising from state or federal law or precedent. See also MCAD
and MCAD links and Resources
.
Small Business Purchasing Program (SBPP). A Contractor may be eligible to participate
in the SBPP, created pursuant to Executive Order 523, if qualified through the SBPP
SmartBid subscription process at: www.comm-pass.com and with acceptance of the terms
of the SBPP participation agreement.
Limitation of Liability for Information Technology Contracts (and other Contracts as
Authorized). The Information Technology Mandatory Specifications
and the IT Acquisition
Accessibility Contract Language are incorporated by reference into Information Technology
Contracts. The following language will apply to Information Technology contracts in the
U01, U02, U03, 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
“other damages” shall not include, and in no event shall the contractor be liable for,
damages for the Commonwealth’s use of contractor provided products or services, loss of
Commonwealth records, or data (or other intangible property), loss of use of equipment, lost
COMMONWEALTH OF MASSACHUSETTS ~ STANDARD CONTRACT FORM
(Issued 6/27/2011) Page 5 of 5
revenue, lost savings or lost profits of the Commonwealth. In no event shall “other
damages” exceed the greater of $100,000, or two times the value of the product or service
(as defined in the Contract scope of work) that is the subject of the claim. Section 11 sets
forth the contractor’s entire liability under a Contract. Nothing in this section shall limit the
Commonwealth’s ability to negotiate higher limitations of liability in a particular Contract,
provided that any such limitation must specifically reference Section 11 of the
Commonwealth Terms and Conditions. In the event the limitation of liability conflicts with
accounting standards which mandate that there can be no cap of damages, the limitation
shall be considered waived for that audit engagement. These terms may be applied to
other Contracts only with prior written confirmation from the Operational Services Division
or the Office of the Comptroller. The terms in this Clarification may not be modified.
Northern Ireland Certification. Pursuant to G.L. c. 7 s. 22C
for state agencies, state
authorities, the House of Representatives or the state Senate, by signing this Contract the
Contractor certifies that it does not employ ten or more employees in an office or other
facility in Northern Ireland and if the Contractor employs ten or more employees in an office
or other facility located in Northern Ireland the Contractor certifies that it does not
discriminate in employment, compensation, or the terms, conditions and privileges of
employment on account of religious or political belief; and it promotes religious tolerance
within the work place, and the eradication of any manifestations of religious and other illegal
discrimination; and the Contractor is not engaged in the manufacture, distribution or sale of
firearms, munitions, including rubber or plastic bullets, tear gas, armored vehicles or military
aircraft for use or deployment in any activity in Northern Ireland.
Pandemic, Disaster or Emergency Performance. In the event of a serious emergency,
pandemic or disaster outside the control of the Department, the Department may negotiate
emergency performance from the Contractor to address the immediate needs of the
Commonwealth even if not contemplated under the original Contract or procurement.
Payments are subject to appropriation and other payment terms.
Consultant Contractor Certifications (For Consultant Contracts “HH” and “NN” and “U05”
object codes subject to G.L. Chapter 29, s. 29A
). Contractors must make required
disclosures as part of the RFR Response or using the Consultant Contractor Mandatory
Submission Form.
Attorneys. Attorneys or firms providing legal services or representing Commonwealth
Departments may be subject to G.L. c. 30, s. 65
, and if providing litigation services must be
approved by the Office of the Attorney General to appear on behalf of a Department, and
shall have a continuing obligation to notify the Commonwealth of any conflicts of interest
arising under the Contract.
Subcontractor Performance. The Contractor certifies full responsibility for Contract
performance, including subcontractors, and that comparable Contract terms will be included
in subcontracts, and that the Department will not be required to directly or indirectly manage
subcontractors or have any payment obligations to subcontractors. .
EXECUTIVE ORDERS
For covered Executive state Departments, the Contractor certifies compliance with
applicable Executive Orders
(see also Massachusetts Executive Orders), including but not
limited to the specific orders listed below. A breach during period of a Contract may be
considered a material breach and subject Contractor to appropriate monetary or Contract
sanctions.
Executive Order 481
. Prohibiting the Use of Undocumented Workers on State Contracts.
For all state agencies in the Executive Branch, including all executive offices, boards,
commissions, agencies, Departments, divisions, councils, bureaus, and offices, now
existing and hereafter established, by signing this Contract the Contractor certifies under
the pains and penalties of perjury that they shall not knowingly use undocumented workers
in connection with the performance of this Contract; that, pursuant to federal requirements,
shall verify the immigration status of workers assigned to a Contract without engaging in
unlawful discrimination; and shall not knowingly or recklessly alter, falsify, or accept altered
or falsified documents from any such worker
Executive Order 130
. Anti-Boycott. The Contractor warrants, represents and agrees that
during the time this Contract is in effect, neither it nor any affiliated company, as hereafter
defined, participates in or cooperates with an international boycott (See IRC § 999(b)(3)-(4)
,
and IRS Audit Guidelines Boycotts
) or engages in conduct declared to be unlawful by G.L.
c. 151E, s. 2. A breach in the warranty, representation, and agreement contained in this
paragraph, without limiting such other rights as it may have, the Commonwealth shall be
entitled to rescind this Contract. As used herein, an affiliated company shall be any
business entity of which at least 51% of the ownership interests are directly or indirectly
owned by the Contractor or by a person or persons or business entity or entities directly or
indirectly owning at least 51% of the ownership interests of the Contractor, or which directly
or indirectly owns at least 51% of the ownership interests of the Contractor.
Executive Order 346
. Hiring of State Employees By State Contractors Contractor certifies
compliance with both the conflict of interest law G.L. c. 268A
specifically s. 5 (f) and this
order; and includes limitations regarding the hiring of state employees by private companies
contracting with the Commonwealth. A privatization contract shall be deemed to include a
specific prohibition against the hiring at any time during the term of Contract, and for any
position in the Contractor's company, any state management employee who is, was, or will
be involved in the preparation of the RFP, the negotiations leading to the awarding of the
Contract, the decision to award the Contract, and/or the supervision or oversight of
performance under the Contract.
Executive Order 444. Disclosure of Family Relationships With Other State Employees.
Each person applying for employment (including Contract work) within the Executive
Branch under the Governor must disclose in writing the names of all immediate family
related to immediate family by marriage who serve as employees or elected officials of the
Commonwealth. All disclosures made by applicants hired by the Executive Branch under
the Governor shall be made available for public inspection to the extent permissible by law
by the official with whom such disclosure has been filed.
Executive Order 504
. Regarding the Security and Confidentiality of Personal Information.
For all Contracts involving the Contractor’s access to personal information, as defined in
G.L. c. 93H
, and personal data, as defined in G.L. c. 66A, owned or controlled by Executive
Department agencies, or access to agency systems containing such information or data
(herein collectively “personal information”), Contractor certifies under the pains and
penalties of perjury that the Contractor (1) has read Commonwealth of Massachusetts
Executive Order 504 and agrees to protect any and all personal information; and (2) has
reviewed all of the Commonwealth Information Technology Division’s Security Policies
.
Notwithstanding any contractual provision to the contrary, in connection with the
Contractor’s performance under this Contract, for all state agencies in the Executive
Department, including all executive offices, boards, commissions, agencies, departments,
divisions, councils, bureaus, and offices, now existing and hereafter established, the
Contractor shall: (1) obtain a copy, review, and comply with the contracting agency’s
Information Security Program (ISP) and any pertinent security guidelines, standards, and
policies; (2) comply with all of the Commonwealth of Massachusetts Information
Technology Division’s “Security Policies
”) (3) communicate and enforce the contracting
agency’s ISP and such Security Policies against all employees (whether such employees
are direct or contracted) and subcontractors; (4) implement and maintain any other
reasonable appropriate security procedures and practices necessary to protect personal
information to which the Contractor is given access by the contracting agency from the
unauthorized access, destruction, use, modification, disclosure or loss; (5) be responsible
for the full or partial breach of any of these terms by its employees (whether such
employees are direct or contracted) or subcontractors during or after the term of this
Contract, and any breach of these terms may be regarded as a material breach of this
Contract; (6) in the event of any unauthorized access, destruction, use, modification,
disclosure or loss of the personal information (collectively referred to as the “unauthorized
use”): (a) immediately notify the contracting agency if the Contractor becomes aware of the
unauthorized use; (b) provide full cooperation and access to information necessary for the
contracting agency to determine the scope of the unauthorized use; and (c) provide full
cooperation and access to information necessary for the contracting agency and the
Contractor to fulfill any notification requirements. Breach of these terms may be regarded as
a material breach of this Contract, such that the Commonwealth may exercise any and all
contractual rights and remedies, including without limitation indemnification under Section
11 of the Commonwealth’s Terms and Conditions
, withholding of payments, Contract
suspension, or termination. In addition, the Contractor may be subject to applicable
statutory or regulatory penalties, including and without limitation, those imposed pursuant to
G.L. c. 93H and under G.L. c. 214, § 3B
for violations under M.G.L c. 66A.
Executive Orders 523, 524 and 526.
Executive Order 526 (Order Regarding Non-
Discrimination, Diversity, Equal Opportunity and Affirmative Action which supersedes
Executive Order 478
). Executive Order 524 (Establishing the Massachusetts Supplier
Diversity Program which supersedes Executive Order 390). Executive Order 523
(Establishing the Massachusetts Small Business Purchasing Program.) All programs,
activities, and services provided, performed, licensed, chartered, funded, regulated, or
contracted for by the state shall be conducted without unlawful discrimination based on
race, color, age, gender, ethnicity, sexual orientation, gender identity or expression, religion,
creed, ancestry, national origin, disability, veteran’s status (including Vietnam-era veterans),
or background. The Contractor and any subcontractors may not engage in discriminatory
employment practices; and the Contractor certifies compliance with applicable federal and
state laws, rules, and regulations governing fair labor and employment practices; and the
Contractor commits to purchase supplies and services from certified minority or women-
owned businesses, small businesses, or businesses owned by socially or economically
disadvantaged persons or persons with disabilities. These provisions shall be enforced
through the contracting agency, OSD, and/or the Massachusetts Commission Against
Discrimination. Any breach shall be regarded as a material breach of the contract that may
subject the contractor to appropriate sanctions.
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