2507. Phase I Template.docx

[Insert Company Name]

[Company name] Response to Massachusetts State Lottery Commission Request for Response for Digital Window Signs

RFR LOT# 2507

Submitted on [date of submittal]

Response Due Date: December 30, 2024 at 10:00 AM EST

Response Checklist

Template Checklist

Disclosure Statement

Certificate of Compliance Concerning Personal Data and Personal Information

General Instructions – MUST BE FOLLOWED Instructions: The following pages are the exact form and format that all responses are to follow and use. For each form or document there is a brief “Instructions” section that precedes the form or document giving bidders as much information as possible explaining how to fill in the form. Please follow these instructions exactly.

Do not change the order of the forms or documents when providing a response. If you must separate your response into different files due to size or logistical constraints, please provide the files in a manner that retains the sequence defined herein and name the files [Bidder Name] - File x of y, where “x” is the sequence of the files and “y” is the total number of separate files.

Please make sure that all signatures on all forms are listed in the table at the top of the form called “Contractor Authorized Signatory Listing.” There should be no signature on any form that is not listed in that table. Also, please make sure you fill in all required lines, boxes, etc. on each form as the instructions dictate.

Do not put any cost related information in the main portion of the response. All cost related information, either direct, or that can be derived, must only be in the cost proposal portion of the response.

Do not delete or remove any forms. All forms are REQUIRED even if in some cases you are simply signing the form or you feel the form does not apply to your company. There is no form or submission that is considered optional. If you need to separate the forms in order to get them signed and scanned either put them in the file (PDF) in the same order or add them as a separate file as indicated above.

Cover Letter Instructions Instructions: Fill in the cover letter as detailed below making sure that the appropriate blanks are filled in, and that the signature block is fully filled in and signed by an individual with the authority to bind the company contractually. Such person should be listed in the table on the upper half of the Contractor Authorized Signatory Listing form.

Do not list multiple names for the “Primary Point of Contact.”

Cover Letter [Insert Company Logo if desired] Company Name:

Company Address:

Name of Primary Contact:

Title of Primary Contact:

Address of Primary Contact:

Phone Number of Primary Contact:

Email Address of Primary Contact:

Confirmation of Key RFR Requirements Instructions: Checking the boxes below confirms acceptance of these proposal commitments. Any unchecked items can be considered grounds for elimination from this procurement. This form must to be signed by a person who has authority to legally bind the company and is listed on the Contractor Authorized Signature Verification form.

· This proposal is a company and irrevocable offer that will be valid for 150 days from the date of submission.

· Bidder confirms that it agrees with and its proposal is in conformance with all requirements and terms in this RFR.

· Bidder confirms that the signature below binds the Company to all statements, enclosures and attachments contained within this proposal response document.

Statement of Minimum Qualifications Instructions: Check each minimum qualification that your company meets. If your company meets the qualification (by checking the box), state the basis for your company’s affirmative assertion. If your company does not meet the qualification as stated, provide information explaining why this minimum qualification does not apply to your company. It is in the PMT’s sole discretion to determine if a minimum qualification will result in disqualification.

· Agree to the terms and conditions of the Commonwealth Standard Contract and Terms and Conditions.

[Replace this text with either your basis for your positive assertion (e.g. what is the basis for checking the box above) or the reason why this minimum qualification does not apply to your company for this procurement].

· Bidder shall identify all strategic business partners related to services provided under this contract, including but not limited to all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with the Bidder and who will be involved in any application development and/or operations. Bidder must provide summary(s) of background, qualifications and purpose for any anticipated sub-contractor. Resumes will be accepted in addition to summaries.

[Replace this text with either your basis for your positive assertion (e.g. what is the basis for checking the box above) or the reason why this minimum qualification does not apply to your company for this procurement].

· Bidder must have been in a business similar to that described in this Request for Response for a minimum of three (3) years within the industry and have demonstrated experience and capacity to handle the requirements herein.

[Replace this text with either your basis for your positive assertion (e.g. what is the basis for checking the box above) or the reason why this minimum qualification does not apply to your company for this procurement].

· Vendor must provide, if applicable, a detailed description of information regarding any company bankruptcy proceedings, criminal investigations, charges filed against the company, directors or managers, any mergers, acquisitions, etc., and any name changes within the last three (3) years.

[Replace this text with either your basis for your positive assertion (e.g. what is the basis for checking the box above) or the reason why this minimum qualification does not apply to your company for this procurement].

· Bidder shall ensure compliance with all industry standards and best practices in the provision of Services to the MSLC and with all deliverables, and shall comply with all Federal and State laws.

[Replace this text with either your basis for your positive assertion (e.g. what is the basis for checking the box above) or the reason why this minimum qualification does not apply to your company for this procurement].

· Bidders shall acknowledge and state that this is a fee for Services payment with the expectation of deliverables, the amount of which is TBD, based upon the MSLC’s annual funding appropriation and the MSLC’s budgetary needs, the priority of which is to be at the sole discretion.

[Replace this text with either your basis for your positive assertion (e.g. what is the basis for checking the box above) or the reason why this minimum qualification does not apply to your company for this procurement].

Representations and Warranties Compliance with all criteria listed below is mandatory in order for a bid to be accepted for further review. Lack of compliance may result in disqualification of the Bidder.

Note: By checking each box your company confirms that the submitted bid meets these requirements. This form should be signed by an authorized signatory of your company.

· Our company warrants that all of the information it provides in its response to the RFR is true and correct and does not omit any material facts or information that is responsive.

· Our company warrants that it carries a fidelity bond that will be applicable to respondent's actions under the Contract. (Provide a copy of a Certificate of Liability Insurance indicating that all employees who perform work under the contract are covered, unless exempt and an explanation of the exemption is attached).

· Our company warrants that it will not delegate its responsibilities assumed under the Contract without prior written approval from the MSLC.

· Our company warrants that it has not been in bankruptcy and/or receivership within the last three (3) calendar years.

· Our company warrants that it has completed, obtained and performed all registrations, filings, approvals, authorizations, consents or examinations required by a government or governmental authority for acts contemplated by the Contract.

· Our company warrants that it will adhere to the fee prices and/or discounts outlined in the Cost Proposal, any subsequently requested Best and Final Offer and any Contract.

· Our company warrants that it agrees to meet every specification, requirement or condition set forth in the RFR and any additional contract document executed by the parties.

· Our company warrants that it shall maintain workers compensation insurance, vehicle insurance if providing actual delivery, and general liability insurance.

Legal and Other Requirements Instructions: Confirm by checking each legal and other requirement. Where an item cannot be checked as 100% compliant, provide an explanation or clarification of why the item could not be checked or where there are stipulations on the verification of the requirement as stated.

· Solvency: Our company has not been in bankruptcy and/or receivership within the last three calendar years.

· Company’s State of Incorporation/Organization: [Insert state name or if not incorporated identify the company’s legal structure.]

· Corporate Good Standing: Our company is in good standing in our state of incorporation / organization and has complied with all tax filing requirements of the state of incorporation / organization. Our company agrees to comply with all tax filing requirements with the Commonwealth of Massachusetts evidenced by a Certificate of Good Standing or an application (see Attachment E instructions). If an application was submitted, awarded Bidders must provide Certificate of Good Standing within thirty days of contract award.

· Licenses and Registrations: Our company meets all applicable state and federal requirements, and has all the licenses and registrations necessary to perform the contract.

· Pending Litigation (None): There are no material judgments, criminal convictions, investigations or litigations pending against our company or any of its officers, partners, or employees of which our company is aware. The Massachusetts State Lottery Commission (“MSLC”) reserves the right to reject a response based on this information. If separate responses are required for different divisions or subsidiaries of the Bidder, the Bidder must submit a separate response for each division or subsidiary.

· Pending Litigation (Yes): Our company is aware of the following material judgments, criminal convictions, investigations and/or litigations pending against our company and/or any of our officers, partners, or employees.

[List and detail any pending litigation here.] The MSLC reserves the right to reject a response based on this information. If separate responses are required for different divisions or subsidiaries of the company, the company must submit a separate response for each division or subsidiary.

· Compliance with RFR Requirements: Our company agrees to meet every specification, requirement or condition set forth in the RFR.

· Cease and Desist: If selected for any services solicited through this RFR, the company agrees to immediately notify the MSLC of any cease and desist order issued.

· Confidentiality: Our Company acknowledges that all materials and information provided to the Contractor by the MSLC or acquired by the Contractor on behalf of the MSLC shall be regarded as confidential information in accordance with federal and state law, and ethical standards. The Contractor must take all necessary steps to safeguard the confidentiality of such materials or information.

· Limitation of Liability and Indemnification: MSLC shall not be liable to our company under any theory of liability for any direct or indirect damages that may be incurred from shipping and delivery of our company’s productions. To maximum extent permitted by law, our company agrees to defend, indemnify and hold harmless the MSLC, its directors, officers and employees from and against any and all third party claims, actions, suits, or proceedings arising out of or accruing from any violation of this agreement and our product infringing upon any patent or any other intellectual property right of any person or entity which arises out of any breach of warranty or representation.

COMMONWEALTH OF MASSACHUSETTS

MASSACHUSETTS STATE LOTTERY COMMSSION

Disclosure Statement Instructions: Companies seeking to provide professional services (the “engagement”) to the Massachusetts State Lottery Commission (“MSLC”) must complete a disclosure statement providing complete and accurate responses to the questions below. Companies selected to provide such services have a continuing obligation to update responses to these questions, in writing, immediately upon any change to such responses. The questions in this Disclosure Statement should be read broadly, and any perceived ambiguity should be resolved in favor of disclosure. Any questions concerning the disclosures required should be directed to the MSLC.

Note: The total response to this disclosure should not exceed four single-sided pages.

1. Provide a general description of your company’s organizational structure, identify any members of the management committee, officers and/or directors, and, for any affiliate entities, the managing partners, officers, and directors (all such individuals or entities hereinafter collectively referred to as the “Company”).

[Insert response here.]

2. Identify any relationship of the company, its joint ventures, consultants, lobbyists, subcontractors or third-party contractors that relate in any way to the engagement.

[Insert response here.]

3. Aside from the engagement, describe any services provided by the Company to the Commonwealth.

[Insert response here.]

4. Aside from the services described in response to Question 3, above, describe any services and/or donations provided by the company to the Office of the State Treasurer and Receiver General or any trust, board, commission or authority of which the State Treasurer and Receiver General is a member or trustee by virtue of her office. (A list of such entities is attached as Appendix A to the Disclosure Statement.)

[Insert response here.]

5. Aside from the services and/or donations described in responses to Questions 3 and 4, above, describe any services provided by the company to any of the political subdivisions of the Commonwealth.

[Insert response here.]

6. Did or will the company provide or share, agree to provide or share, or arrange to provide or share any compensation or benefit, direct or indirect, to any individual or entity for assisting the company in:

If the answer to Question 6 is “yes,” provide for each the individual or entity:

[Insert response here.]

7. Does the company have any ongoing relationship, arrangement or agreement with any individual or entity with respect to sharing compensation for services to:

If the answer to Question 7 is “yes,” provide for each such individual or entity:

[Insert response here.]

Signed under the penalties of perjury this _______day of ________________, 2021.

Signature: __________________________________________

Title: __________________________________________

Appendix A to the Disclosure Statement

TREASURER’S PRINCIPAL BOARDS, COMMISSIONS AND AUTHORITIES*

1. Advisory Board to the Comptroller – M.G.L. c. 7A, § 2

2. State Retirement Board – M.G.L. c. 10, § 18

3. State Lottery Commission – M.G.L. c. 10, § 23

4. Board of Bank Incorporation – M.G.L. c. 26, § 5 (Division of Banks and Loan Agencies)

5. Water Pollution Abatement Trust (now known as the Clean Water Trust) – M.G.L. c. 29C, § 2

6. Pension Reserves Investment Management Board – M.G.L. c. 32, § 23(2A)

7. Massachusetts Convention Center Authority – Chapter 190 of the Acts of 1982 § 31-48

8. Massachusetts School Building Authority – M.G.L. c. 70B, §§ 1A & 3A; see also M.G.L. c. 10, § 35BB

9. Teachers’ Retirement Board – M.G.L. c. 15, § 16

10. Alcoholic Beverages Control Commission – M.G.L. c. 10, § 70

11. Health Care Security Trust – M.G.L. c. 29D, § 4

12. Commissioners on Fireman’s Relief – M.G.L. c. 10, § 21

13. Economic Empowerment Trust Fund – M.G.L. c. 10, § 35QQ

* The above-listed Boards, Commissions or Authorities are any which are a Treasury Department, Division or Affiliated Entity or by statute have a position which may be held by the State Treasurer and Receiver General or her designee.

MANDATORY FORMS AND ENCLOSURES

Note: Each and every form in this section must be filled in. Where the form provides a signature line, the form must be signed. All signatures must be legible, please also print the person’s name next to the signature. All signatories must be listed as a valid authority of the organization as indicated on the Contractor Authorized Signatory Listing contained within this section.

Commonwealth Terms and Conditions

Instructions: The Commonwealth Terms and Conditions shall be incorporated by reference into any contract for services executed pursuant to this RFR. Click on the link below to open a copy of the Commonwealth Terms and Conditions Form. Please initial each page. This form cannot be changed or modified. .

Attachment A

Standard Contract Form

Instructions: This form must be executed in order to be awarded a contract. This document shall not become a final contract unless and until the MSLC accepts the Bidder's response and the Standard Contract Form is executed by an authorized signatory of the MSLC. Click on the link below to open a copy of the Standard Contract Form. Fill in boxes highlighted in yellow. Please ensure you sign the form.

Attachment B

Massachusetts Substitute W-9 Form

Instructions: Click on the link below to open a copy of the W-9 form. Follow the instructions and paste the filled in form on this page or provide as an attachment. Filling in the form and signing is required. You do not need to provide a copy of the 2nd page instructions.

Attachment C

Contractor Authorized Signatory Listing

Instructions: Please note this form typically accounts for 80% of the cures necessary during procurements due to bidders not following the instructions. Please read all instructions carefully at the bottom of this page is a link to the proper Contractor Authorized Signatory Form. Follow the instructions below and paste the filled in form on this page or provide as an attachment. Filling in the form and signing is required. It is essential that the person signing the cover letter and all forms is listed on this form as a signature legally authorized to bind the company. Please enter your company’s name at the top of the form where it says “Contractor Legal Name”.

The person signing the proposal documents must be listed here.

This signature must be one of these corporate officers and Bidder must supply notarized corporate documents showing that the signatory has the right to delegate binding corporate authority.

Attachment D

Tax Compliance Certification

Instructions: The Bidder must demonstrate that it is in compliance with all Federal and Commonwealth tax laws (regardless of corporate locations) including M.G.L. Chapter 62C, Section 49A. The Bidder must submit an original or photocopy of a Certificate of Tax Compliance in Good Standing, which has been issued by the Commonwealth of Massachusetts Department of Revenue (“DOR”) within the past year. This Certificate may be obtained by submitting a request to:

Taxpayer Services Division, Certificate Unit Department of Revenue PO Box 7066 Boston, Massachusetts 02204

(617) 887-6550

Even if the company has never had any business or tax registration in Massachusetts they still must submit to the Massachusetts DOR a request for a tax compliance certificate. If the Massachusetts DOR has no record of the bidder and is unable to provide a certificate of compliance they will provide such information to the bidder. However proof of requesting the certificate from the Massachusetts DOR is required.

The application must list the tax types for which the business is liable, including such items as meals, room occupancy, sales, use, withholding, corporate income and others as applicable. The issuance of the certificate normally takes several weeks and, as such, Bidders should indicate that their request for a certificate is sought in connection with a Commonwealth solicitation (with a deadline). If the Bidder does not submit the requested tax certificate with the proposal, the Bidder must submit documentation evidencing that the appropriate application has been filed. Evidence includes: facsimile transmittal, mailing receipt, receipt-stamped application, etc. The Certificate must be issued and provided to the Treasury prior to the final execution of the Standard Contract Form.

Simplified Instructions/Clarifications:

· A proper response to this requirement entails one of the following two submission requirements:

· If your company DOES NOT HAVE A CURRENT (within the past year) Massachusetts Compliance Certificate:

· If requested via FAX You must provide 2 things:

· A copy of the filled in request form that was sent to MA DOR. If this method is used, you simply need to print a copy of the request confirmation and insert an image or hardcopy in this response template.

· A copy of the transmission request. Make sure you retain a copy of the fax transmittal confirmation receipt and provide an image or Photocopy of the proof of transmittal along with a copy of the original form faxed.

· If you requested via the MA DOR Website at https://wfb.dor.state.ma.us/webfile/certificate/Public/Webforms/Welcome.aspx you only need to provide a screenshot or copy of the request confirmation showing the request number

· If your company DOES HAVE A CURRENT (within the past year) Massachusetts Compliance Certificate which is has a date of certificate no more than one year from your submission date of this proposal, then provide a copy of the certificate.

Do not provide a copy of the Secretary of State form from Massachusetts or your state of incorporation certifying that you are a registered corporation in your state or in Massachusetts. The form required is a Tax Compliance form that can only come from the Commonwealth of Massachusetts’ DOR. If you are not a registered tax-paying corporation in Massachusetts, the Massachusetts DOR will inform the requestor that a Certificate of Compliance cannot be provided. MA DOR not being able to provide a Certificate of Compliance to an unregistered company not doing business in Massachusetts is not grounds for disqualification.

Clicking on the link below is the PDF form to be sent to the Massachusetts DOR:

Attachment E

Business Reference Form

Instructions: Bidders must identify three (3) customer references for which the Bidder has performed similar services to those described in this RFR or customers that can confirm the quality of the Bidder’s performance on previous contract work. Fill in the form below with the information for three (3) business references for which you have provided similar or related services as defined in this RFR:

Attachment F

Supplier Diversity Program

Instructions: Companies are required to fill in and submit these forms even if they choose not to participate in the program. If a company does not wish to participate they should only fill in the Bidder/Contractor Information of each and sign the form. Companies are welcome to cross out the other parts of the form to make it clear that they are not participating. Companies are not obligated to participate in this program. However, 10% of the scoring points are allocated to a high quality MSLC SDP.

Massachusetts Executive Order 524 established a policy to promote the award of state contracts in a manner that develops and strengthens Minority and Women Business Enterprises (M/WBEs) that resulted in the Supplier Diversity Program in Public Contracting. M/WBEs are strongly encouraged to submit Responses to this RFR, either as prime vendors, joint venture partners or other type of business partnerships. Similarly, Executive Order 546 established the Service-Disabled Veteran-Owned Business Enterprise (SDVOBE) Program to encourage the participation of businesses owned and controlled by service-disabled veterans in all areas of state procurement and contracting, thereby including them in the SDP. All Bidders must follow the requirements set forth in the SDP section of this RFR, which will detail the specific requirements relating to the prime vendor’s inclusion of M/WBEs and/or SDVOBEs. Bidders are required to develop creative initiatives to help foster new business relationships with M/WBEs and/or SDVOBEs within the primary industries affected by this RFR. In order to satisfy the compliance of this section and encourage Bidder’s participation of SDP objectives, the Supplier Diversity Program (SDP) Plan for large procurements greater than one hundred fifty thousand dollars ($150,000.) will be evaluated at 10% or more of the total evaluation. Once an SDP commitment, expressed as a percentage of contract revenues, is approved, the agency will then monitor the contractor’s performance, and use actual expenditures with Supplier Diversity Office (SDO) certified M/WBE contractors and the Center for Veterans Enterprise certified SDVOBEs to fulfill their own SDP expenditure benchmarks. M/WBE and SDVOBE participation must be incorporated into and monitored for all types of procurements regardless of size; however, submission of an SDP Plan is mandated only for large procurements over one hundred fifty thousand dollars ($150,000).

SDP Resources Resources available to assist prime Bidders in finding potential M/WBE partners can be found at www.mass.gov/sdp.

Resources available to assist prime Bidders in finding potential SDVOBE partners can be found on the Operational Services Division’s SDO webpage at www.mass.gov/sdo.

The Operational Services Division’s Supplier Diversity Program offers training on the SDP Plan requirements. The dates of upcoming trainings can be found at:www.mass.gov/anf/budget-taxes-and-procurement/procurement-info-and-res/osd-events-and-training/osd-training-and-outreach.html. In addition, the SDP Webinar can be located on the SDP website at www.mass.gov/SDP.

Supplier Diversity Program Subcontracting Policies In addition to the Subcontracting Policies (see Subcontracting Policies section below and see Subcontracting By Contractor, in the Commonwealth Terms and Conditions) that apply to all subcontracted services, agencies may define specific required deliverables for a contractor’s SDP Plan, including, but not limited to, documentation necessary to verify subcontractor commitments and expenditures with Minority- or Women-Owned Business Enterprises (M/WBEs) and Service-Disabled Veteran-Owned Business Enterprises (SDVOBE) for the purpose of monitoring and enforcing commitments made in a contractor’s Supplier Diversity Program (SDP) Plan.

Attachment G

Invest in Massachusetts Plan

Instructions: The MSLC encourages investment in our local economy and is committed to advancing the creation and preservation of jobs in the Commonwealth. Companies are required to fill in and submit this form even if they choose not to participate in the program. If a company does not wish to participate they should fill in Part I completely and in Part II check the “no” box. Companies are welcome to cross out the other parts of the form to make it clear that they are not participating. Companies are not obligated to participate in this program. However, 5% of the scoring points are allocated to a high quality Invest in Massachusetts plan.

A link for the Invest in MA response form is located below. Provide the form (not the instructions also included in a link below) along with your response in this section.

Attachment H

Certificate of Non-Collusion

Instructions: Bidders are advised that they are required to certify that the bid that they are submitting has not been arrived at because of any collusive activity. A link to the Certificate of Non-Collusion response form is located below. Insert a signed version of this form here (either as a pasted image or as a hardcopy).

Attachment I

Insurance Policy

Instructions: Bidders are required to provide a copy or proof of any fidelity bond or liability insurance policy extending to any or all employees who perform work under the contract.

EFT Form Attachment J

Prompt Payment Discount Form Attachment K

Certificate of Compliance Concerning Personal Data and Personal Information Attachment L image1.emf

Attm. A - form_commonwealth-terms-and-conditions.pdf

COMMONWEALTH TERMS AND CONDITIONS

Page 1 of 2. TC Issued 10/25/19

This Commonwealth Terms and Conditions form is jointly issued by the Executive Office for Administration and

Finance (ANF), the Office of the Comptroller (CTR) and the Operational Services Division (OSD) for use by all Commonwealth of Massachusetts (“State”) Departments and Contractors. Any changes or electronic alterations by either the Department or the Contractor to the official version of this form, as jointly published by ANF, CTR and OSD, shall be void. Upon execution of the Standard Contract Form these Commonwealth Terms and Conditions will be incorporated by reference. Performance shall include services rendered, obligations due, costs incurred, commodities and deliverables provided and accepted by the Department, programs provided or other commitments authorized under a Contract. A deliverable shall include any tangible product to be delivered as an element of performance under a Contract. The Commonwealth is entitled to ownership and possession of all deliverables purchased or developed with State funds. Contract shall mean the Standard Contract Form issued jointly by ANF, CTR and OSD.

1. Contract Effective Start Date. Notwithstanding verbal or other representations by the parties, the effective start date of performance under a Contract shall be the later of the date the Contract was executed by an authorized signatory of the Contractor, the date the Contract was executed by an authorized signatory of the Department, the date specified in the Contract, or the date of any approvals required by law or regulation.

2. Payments And Compensation. The Contractor shall only be compensated for performance delivered and accepted by the Department in accordance with the specific terms and conditions of a Contract. All Contract payments are subject to appropriation pursuant to M.G.L. c. 29, § 26, or the availability of sufficient non-appropriated funds for the purposes of a Contract, and shall be subject to intercept pursuant to M.G.L. c. 7A, § 3 and 815 CMR 9.00. Overpayments shall be reimbursed by the Contractor or may be offset by the Department from future payments in accordance with state finance law. Acceptance by the Contractor of any payment or partial payment, without any written objection by the Contractor, shall in each instance operate as a release and discharge of the State from all claims, liabilities or other obligations relating to the performance of a Contract.

3. Contractor Payment Mechanism. All Contractors will be paid using the Comptroller’s payment system unless a different payment mechanism is required. The Contractor shall timely submit invoices and supporting documentation as prescribed in a Contract. The Department shall review and return rejected invoices within fifteen (15) days of receipt with a written explanation for rejection. Payments shall be made in accordance with the bill paying policy issued by the Office of the Comptroller and 815 CMR 4.00, provided that payment periods listed in a Contract of less than forty-five (45) days from the date of receipt of an invoice shall be effective only to enable a Department to take advantage of early payment incentives and shall not subject any payment made within the forty-five (45) day period to a penalty. The Contractor Payroll System shall be used only for Individual Contractors who have been determined to be Contract Employees as a result of the Department’s completion of an Internal Revenue Service SS-8 form in accordance with the Omnibus Budget Reconciliation Act (OBRA) 1990, and shall automatically process all state and federal mandated payroll, tax and retirement deductions.

4. Contract Termination Or Suspension. A Contract shall terminate on the date specified in a Contract, unless this date is properly amended in accordance with all applicable laws and regulations prior to this date, or unless terminated or suspended under this Section upon prior written notice to the Contractor. The Department may terminate a Contract without cause and without penalty, or may terminate or suspend a Contract if the Contractor breaches any material term or condition or fails to perform or fulfill any material obligation required by a Contract, or in the event of an elimination of an appropriation or availability of sufficient funds for the purposes of a Contract, or in the event of an unforeseen public emergency mandating immediate Department action. Upon immediate notification to the other party, neither the Department nor the Contractor shall be deemed to be in breach for failure or delay in performance due to Acts of God or other causes factually beyond their control and without their fault or negligence.

Subcontractor failure to perform or price increases due to market fluctuations or product availability will not be deemed factually beyond the Contractor’s control.

5. Written Notice. Any notice shall be deemed delivered and received when submitted in writing in person or when delivered by any other appropriate method evidencing actual receipt by the Department or the Contractor. Any written notice of termination or suspension delivered to the Contractor shall state the effective date and period of the notice, the reasons for the termination or suspension, if applicable, any alleged breach or failure to perform, a reasonable period to cure any alleged breach or failure to perform, if applicable, and any instructions or restrictions concerning allowable activities, costs or expenditures by the Contractor during the notice period.

6. Confidentiality. The Contractor shall comply with M.G.L. c. 66A if the Contractor becomes a “holder” of “personal data”. The Contractor shall also protect the physical security and restrict any access to personal or other Department data in the Contractor’s possession, or used by the Contractor in the performance of a Contract, which shall include, but is not limited to, the Department’s public records, documents, files, software, equipment or systems.

7. Record-keeping And Retention, Inspection Of Records. The Contractor shall maintain records, books, files and other data as specified in a Contract and in such detail as shall properly substantiate claims for payment under a Contract, for a minimum retention period of six (6) years beginning on the first day after the final payment under a Contract, or such longer period as is necessary for the resolution of any litigation, claim, negotiation, audit or other inquiry involving a Contract. The Department shall have access, as well as any parties identified under Executive Order 195, during the Contractor’s regular business hours and upon reasonable prior notice, to such records, including on-site reviews and reproduction of such records at a reasonable expense.

8. Assignment. The Contractor may not assign or delegate, in whole or in part, or otherwise transfer any liability, responsibility, obligation, duty or interest under a Contract, with the exception that the Contractor shall be authorized to assign present and prospective claims for money due to the Contractor pursuant to a Contract in accordance with M.G.L. c. 106, § 9-318. The Contractor must provide sufficient notice of assignment and supporting documentation to enable the Department to verify and implement the assignment. Payments to third party assignees will be processed as if such payments were being made directly to the Contractor and these payments will be subject to intercept, offset, counter claims or any other Department rights which are available to the Department or the State against the Contractor.

9. Subcontracting By Contractor. Any subcontract entered into by the Contractor for the purposes of fulfilling the obligations under a Contract must be in writing, authorized in advance by the Department and shall be consistent with and subject to the provisions of these Commonwealth Terms and Conditions and a Contract. Subcontracts will not relieve or discharge the Contractor from any duty, obligation, responsibility or liability arising under a Contract. The Department is entitled to copies of all subcontracts and shall not be bound by any provisions contained in a subcontract to which it is not a party.

10. Affirmative Action, Non-Discrimination In Hiring And Employment. The Contractor shall comply with all federal and state laws, rules and regulations promoting fair employment practices or prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be demoted, discharged or otherwise subject to discrimination in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of their employment because of race, color, national origin, ancestry, age, sex, religion, disability, https://malegislature.gov/Laws/GeneralLaws/PartI/TitleIII/Chapter29/Section26 https://malegislature.gov/Laws/GeneralLaws/PartI/TitleII/Chapter7A/Section3 https://www.mass.gov/regulations/815-CMR-9-debt-collection-and-intercept https://www.mass.gov/regulations/815-CMR-4-late-penalty-interest https://malegislature.gov/Laws/GeneralLaws/PartI/TitleX/Chapter66A https://www.mass.gov/executive-orders/no-195-vendor-contracts https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXV/Chapter106/Article9/Section9-318

Page 2 of 2. TC Issued 10/25/19 handicap, sexual orientation or for exercising any rights afforded by law. The Contractor commits to purchasing 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.

11. Indemnification. Unless otherwise exempted by law, the Contractor shall indemnify and hold harmless the State, including the Department, its agents, officers and employees against any and all claims, liabilities and costs for any personal injury or property damages, patent or copyright infringement or other damages that the State may sustain which arise out of or in connection with the Contractor’s performance of a Contract, including but not limited to the negligence, reckless or intentional conduct of the Contractor, its agents, officers, employees or subcontractors. The Contractor shall at no time be considered an agent or representative of the Department or the State. After prompt notification of a claim by the State, the Contractor shall have an opportunity to participate in the defense of such claim and any negotiated settlement agreement or judgment.

The State shall not be liable for any costs incurred by the Contractor arising under this paragraph. Any indemnification of the Contractor shall be subject to appropriation and applicable law.

12. Waivers. Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any way limit the legal or equitable remedies available to that party. No waiver by either party of any default or breach shall constitute a waiver of any subsequent default or breach.

13. Risk Of Loss. The Contractor shall bear the risk of loss for any Contractor materials used for a Contract and for all deliverables, Department personal or other data which is in the possession of the Contractor or used by the Contractor in the performance of a Contract, until possession, ownership and full legal title to the deliverables are transferred to and accepted by the Department.

14. Forum, Choice of Law And Mediation. Any actions arising out of a Contract shall be governed by the laws of Massachusetts, and shall be brought and maintained in a state or federal court in Massachusetts which shall have exclusive jurisdiction thereof. The Department, with the approval of the Attorney General’s Office, and the Contractor may agree to voluntary mediation through the Massachusetts Office of Dispute Resolution (MODR) of any Contract dispute and will share the costs of such mediation. No legal or equitable rights of the parties shall be limited by this Section.

15. Contract Boilerplate Interpretation, Severability, Conflicts With Law, Integration. Any amendment or attachment to any Contract which contains conflicting language or has the effect of a deleting, replacing or modifying any printed language of these Commonwealth Terms and Conditions, as officially published by ANF, CTR and OSD, shall be interpreted as superseded by the official printed language. If any provision of a Contract is found to be superseded by state or federal law or regulation, in whole or in part, then both parties shall be relieved of all obligations under that provision only to the extent necessary to comply with the superseding law; provided however, that the remaining provisions of the Contract, or portions thereof, shall be enforced to the fullest extent permitted by law. All amendments must be executed by the parties in accordance with Section 1 of these Commonwealth Terms and Conditions and filed with the original record copy of a Contract as prescribed by CTR. The printed language of the Standard Contract Form, as officially published by ANF, CTR and OSD, which incorporates by reference these Commonwealth Terms and Conditions, shall supersede any conflicting verbal or written agreements relating to the performance of a Contract, or attached thereto, including contract forms, purchase orders or invoices of the Contractor. The order of priority of documents to interpret a Contract shall be as follows: the printed language of the Commonwealth Terms and Conditions, the Standard Contract Form, the Department’s Request for Response (RFR) solicitation document and the Contractor’s Response to the RFR solicitation, excluding any language stricken by a Department as unacceptable and including any negotiated terms and conditions allowable pursuant to law or regulation.

IN WITNESS WHEREOF, the Contractor certifies under the pains and penalties of perjury that it shall comply with these Commonwealth Terms and Conditions for any applicable Contract executed with the Commonwealth as certified by their authorized signatory signing the Standard Contract Form.

InstructionsAndContractorCertifications 8

InstructionsAndContractorCertifications 9 image2.emf

StandardContractForm- First Page

COMMONWEALTH OF MASSACHUSETTS ~ STANDARD CONTRACT FORM

This form is jointly issued and published by the Office of the Comptroller (CTR), the Executive Office for Administration and Finance (ANF), and the Operational Services Division (OSD) as the default contract for all Commonwealth Departments when another form is not prescribed by regulation or policy. The Commonwealth deems void any changes made on or by attachment (in the form of addendum, engagement letters, contract forms or invoice terms) to the terms in this published form or to the Standard Contract Form Instructions and Contractor Certifications, the Commonwealth Terms and Conditions for Human and Social Services or the Commonwealth IT Terms and Conditions which are incorporated by reference herein. Additional non-conflicting terms may be added by Attachment. Contractors are required to access published forms at CTR Forms: https://www.macomptroller.org/forms. Forms are also posted at OSD Forms: https://www.mass.gov/lists/osd-forms.

CONTRACTOR LEGAL NAME:

(and d/b/a):

COMMONWEALTH DEPARTMENT NAME: Lottery Commission

MMARS Department Code: LOT

Legal Address: (W-9, W-4):

Business Mailing Address: 150 Mount Vernon Street Suite 300 Dorchester, MA 02125

Contract Manager:

Phone:

Billing Address (if different):

E-Mail:

Fax:

Contract Manager: Michael Lorden

Phone: 781-849-5555

Contractor Vendor Code: VC

E-Mail: mlorden@masslottery.com

Fax:

Vendor Code Address ID (e.g. “AD001”): AD .

(Note: The Address ID must be set up for EFT payments.)

MMARS Doc ID(s):

RFR/Procurement or Other ID Number: RFR 2507

_X__ 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)

_X_ Department Procurement (includes all Grants - 815 CMR 2.00) (Solicitation Notice or RFR, and Response or other procurement supporting documentation)

__ Emergency Contract (Attach justification for emergency, scope, budget)

__ Contract Employee (Attach Employment Status Form, scope, budget)

__ Other Procurement Exception (Attach authorizing language, legislation with specific exemption or earmark, and exception 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 Date, 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)

__ Other Procurement Exception (Attach authorizing language/justification and updated scope and budget)

The Standard Contract Form Instructions and Contractor Certifications and the following Commonwealth Terms and Conditions document are incorporated by reference into this Contract and are legally binding: (Check ONE option): _X_ Commonwealth Terms and Conditions __ Commonwealth Terms and Conditions For Human and Social Services __ Commonwealth IT Terms and Conditions

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.

_X_ 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 (M.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.)

For digital window signs and services pursuant to RFR 2507.

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.

_X_ 2. may be incurred as of February 1 , 2025 , 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…