AddenumAttachmentNo2.pdf

SF-03/00 (with Part II & III) - 1 - 0144F-Y mod kk 8.2.05 mod kk 9.14.12. [adds Att. IV Privacy] mod’s. 9.18.13

ATTACHMENT B TO THE RFQ/P

CONTRACT FOR CONSULTANT SERVICES

BY AND BETWEEN

THE MASSACHUSETTS WATER RESOURCES AUTHORITY

AND

___________________________________________( A591)

This Contract is made by and between the Massachusetts

Water Resources Authority, Charlestown Navy Yard, 100 First

Avenue, Boston, Massachusetts 02129, a body politic and corporate and a public instrumentality, organized and existing under Chapter 92 App. of the laws of the Commonwealth of

Massachusetts (hereinafter the "Authority") and ______________

(hereinafter the "Contractor" or “Consultant”)(hereinafter the

Authority and the Contractor are jointly referred to as the

“Parties”).

WHEREAS, The Authority desires to provide Dental Insurance to certain of its employees and their families; and

WHEREAS, The Contractor provides a program of Dental Insurance;

NOW THEREFORE, it is hereby agreed as follows:

SF-03/00 (with Part II & III) - 2 -

PART I - AGREEMENT

I. SCOPE OF SERVICES

The Scope of Services is included as Attachment A.

II. TERM

The term of this Agreement shall be from January 1, 2014 to

December 31, 2014. The Authority may, by amendment, extend the Agreement for three additional twelve month periods.

SF-03/00 (with Part II & III) - 3 -

III. COMPENSATION

A. The Authority will pay the Contractor, monthly during the term of this Agreement, for services provided in

Attachment A, Scope of Services for the option selected by the Authority. Payments will be based upon the Comprehensive Unit Rates for Individual and

Family subscribers shown in Attachment B, Table B-1.

Such payments shall be in accordance with the provisions contained in this Agreement, including

Attachment B, COMPENSATION. The Authority and the

Contractor agree that the Comprehensive Unit Rates for

Individual and Family Subscribers contained in

Attachment B, Table B-1, shall not change in the event of any change in the number of subscribers. The

Authority shall be liable to pay the Comprehensive

Unit Rates to the Contractor through the date of termination of this Agreement.

B. It is expressly understood and agreed that in no event will the aggregate total compensation to be paid hereunder exceed the maximum sum of

___________________ ($________)for all services rendered.

SF-03/00 (with Part II & III) - 4 -

IV. STATEMENT OF ACCOUNT

As a condition precedent to any payment to the Contractor under this Contract, the Contractor agrees to submit to the

Authority a statement of account which shall set forth the following: (1) An Account Summary; (2) Adjustments for the

Prior Month; (3) A list of eligible subscribers; (4) A summary of current charges. Such statements shall be provided to the Authority on a monthly basis, unless otherwise agreed by both parties.

V. MBE/WBE Deleted.

SF-03/00 (with Part II & III) - 5 -

VI. TERMS AND CONDITIONS

This Contract is subject to and incorporates the provisions attached hereto and referred to as "Contract for

Professional or Technical Services Part II - Terms and

Conditions" "Contract for Professional or Technical

Services Part III - Insurance",” Contract for Professional or Technical Services Part IV Privacy of Personal

Information , “Attachment A, Scope of Services”, “Attachment B Compensation” including Table B-1, are attached hereto and made a part hereof.

IN WITNESS WHEREOF, the parties have set their hands and seals hereunder and have executed this Contract in quadruplicate this

_______________day of , 2013.

MASSACHUSETTS WATER RESOURCES AUTHORITY

BY: ___________________

Frederick A. Laskey Executive Director

FED ID#: 042850071

BY: ___________________

NAME:

TITLE:

FED ID#: ___________________

SF-03/00 (with Part II & III) - 6 -

CONTRACT FOR PROFESSIONAL OR TECHNICAL SERVICES -

PART II - TERMS AND CONDITIONS

1. Termination of the Contract for Cause. If, through any cause, the Contractor shall fail to fulfill in timely and proper manner its obligations under this Contract, or if the Contractor shall violate any of the covenants, agreements, or stipulations of this Contract, the Authority shall thereupon have the right to terminate this Contract by giving written notice to the Contractor of such termination and specifying the effective date thereof. In such event all finished or unfinished documents, data, studies, and reports prepared by the Contractor under this Contract shall, at the option of the Authority, become its property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents.

Notwithstanding the above, the Contractor shall not be relieved of liability to the Authority for damages sustained by the Authority by virtue of any breach of the Contract by the Contractor, including such costs that the Authority incurs in obtaining these services under another contract and the Authority may withhold any payments to the Contractor for the purpose of set-off until such time as the exact amount of damages due the Authority from the Contractor is determined.

2. Termination for Convenience of the Authority. The Authority may terminate this Contract any time by a notice in writing from the Authority to the Contractor. If this Contract is terminated due to the fault of the Contractor, Section 1 hereof relative to termination shall apply.

3. Changes. The Authority may, from time to time, request changes in the scope of the services to be performed under this Contract. Such changes, including any increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon by and between the Authority and the Contractor, shall be incorporated in written amendments to this Contract.

4. Personnel.

SF-03/00 (with Part II & III) - 7 -

a. The Contractor represents that it has, or will secure at its own expense, all personnel required in performing the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the Authority.

b. All the services required hereunder will be performed by the Contractor or under its supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under State and local law to perform such services.

c. No person who is serving sentence in a penal or correctional institution shall be employed on work under this Contract.

5. Equal Employment Opportunity. During the performance of this

Contract, the Contractor agrees as follows:

a. The Contractor will not discriminate against any employee or applicant for employment because of age, race, creed, color, religion, national origin, ancestry, sex, or handicap. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their age, race, creed, color, religion, national origin, ancestry, sex, sexual orientation or handicap.

Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer;

recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Massachusetts Commission Against Discrimination setting forth the provisions of the Fair Employment Practices Law of the Commonwealth of Massachusetts.

b. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, religion, national origin, ancestry, sex,sexual orientation or handicap.

SF-03/00 (with Part II & III) - 8 -

c. The Contractor will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Contract so that such provisions will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.

6. Compliance with Local Laws. The Contractor shall comply with all applicable laws, ordinances, and codes of the state and local governments, and shall commit no trespass on any public or private property in performing any of the work embraced by this Contract.

7. Subcontracting. None of the services covered by this

Contract shall be subcontracted without the prior written consent of the Authority. The Contractor shall be as fully responsible to the Authority for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as it is of the acts and omissions of persons directly employed by it.

8. Assignability. The Contractor shall not assign any interest in this Contract, and shall not transfer any interest in the same (whether by assignment or novation) without the prior written approval of the Authority; provided, however, that claims for money due or to become due the Contractor from the Authority under this Contract may be assigned to a bank, trust company, or other financial institution, or to a Trustee in Bankruptcy, without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Authority.

9. Indemnification. The Contractor, at its expense, shall defend and shall indemnify and hold harmless the Authority, its members, officers and employees, from and against all claims, causes of action, suits, losses, damages and expenses, including attorneys' fees, arising out of or resulting from negligent acts, errors or omissions or breach of contractual duties to the Authority by the Contractor and anyone employed by it (including subcontractors and their employees) in performance of this Contract. Such obligation shall not be construed to negate or abridge any other obligation of indemnification running to the Authority which would otherwise exist.

SF-03/00 (with Part II & III) - 9 -

10. Interest of Employees; M.G.L. c. 268A.

a. The Contractor shall not during the term of this Contract hire or employ on either a full-time or part-time basis any person or persons so long as such person shall be employed by the Authority.

b. The Contractor acknowledges that the Authority is a state agency for the purposes of Chapter 268A of the Massachusetts General Laws (the Massachusetts conflict of interest statute), and the Contractor agrees as circumstances require to take actions and to forbear from taking actions so as to be in compliance at all times with obligations of the Contractor based on said statute.

11. Interest of Contractor. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, in the property to which this Contract pertains or any parcels therein or any other interest which would conflict in any manner or degree with the performance of its services hereunder. The Contractor further covenants that in the performance of this Contract no person having any such interest shall be employed.

12. Ownership of Documents. All records, documents, working papers, calculations, drawings, plans, specifications and materials of every type used by or prepared by the Contractor or its subcontractors pursuant to this Contract, whether or not delivered to the Authority, are property of the Authority and shall be delivered to the Authority upon the termination of this Contract or at the Authority's request prior thereto.

Both during the term of this Contract and after its termination, the Contractor may not distribute or publish those materials or information derived from those materials without the prior written approval of the Authority.

13. Findings Confidential. All of the reports, information, data, etc., prepared or assembled by the Contractor under this Contract are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the Authority.

SF-03/00 (with Part II & III) - 10 -

14. Commission Fees. The Contractor covenants that it has not employed or retained any company or person (other than a full-time bona fide employee working for the Contractor) to solicit or secure this Contract, and that it has not paid or agreed to pay any company or person (other than such an employee) any gift, contribution, fee commission, percentage, or brokerage fee, contingent upon or resulting from the award of this Contract.

15. Payment Not a Waiver. The Authority's review, approval, acceptance or payment for services under this Contract shall not operate as a waiver of any rights under this Contract and the Contractor shall be and remain liable to the Authority for all damages incurred by the Authority as the result of the Contractor's failure to perform in conformance with the terms and conditions of this Contract. The rights and remedies of the Authority provided for under this Contract are in addition to any other rights or remedies provided by law. The Authority may assert a right to recover damages by any appropriate means, including but not limited to set-off, suit, withholding, recoupment, or counter-claim either during or after performance of this Contract.

16. Members, Employees Not Liable. No member or employee of the

Authority shall be charged personally or held contractually liable by or to the Contractor under any term or provision of this Contract or because of any breach thereof or because of its execution or attempted execution.

17. Records. The Contractor shall maintain books, records, documents, and other evidence directly related to the performance of work under this Agreement in accordance with accepted professional practice and appropriate accounting procedures and practices. The Contractor shall also maintain the financial information and data used by the Contractor in preparation or support of statements requesting payment. All of the documents shall be kept for at least six years after the final payment pursuant to this Contract.

18. Invalidity of Particular Provisions. If any provision of this Contract shall to any extent be held invalid or unenforceable, the remainder of this Contract shall not be deemed effected thereby.

SF-03/00 (with Part II & III) - 11 -

19. Governing Law. This Contract shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts.

20. Statement of Tax Compliance The individual signing this

Agreement on behalf of the Consultant hereby certifies, under the penalties of perjury, that to the best of his/her knowledge and belief, the Consultant has complied with any and all applicable state and local tax laws related to the taxes included in the following: G.L. c. 59 - Assessment of Local Taxes; G.L. c. 60B - Excise on Boats, Ships and Vessels in Lieu of Local Property Tax; and G.L. c. 62C, §2.

21. File Copies of Reports. The Consultant agrees to provide the

Authority with one extra, unbound, unstapled fully reproducible copy of each report generated pursuant to the scope of services with an accompanying note identifying the name and number of the contract pursuant to which the report was created and indicating that this is the Authority's "Library File" copy.

22. Child Care Assistance Act Compliance. The Consultant agrees that during the entire term of this agreement and for any amendments hereto, it shall remain in compliance with the requirements of chapter 521 of the Acts of 1990 of the Commonwealth of Massachusetts as amended by chapter 329 of the Acts of 1991, as it is now and as it may hereafter be amended, relating to the provision of Child Care Assistance (the "Child Care Law"); and Consultant further agrees to update its Certificate of Compliance on file with the Authority, whenever Consultant's status shall change.

23. Rights of the Disabled. The Consultant agrees to comply fully with all local, state and federal requirements concerning the rights of and access for disabled persons.

24. Force Majeure. No party to the Contract shall be deemed to be in default in the performance of services if that party is prevented or delayed from performing by forces beyond its control including, without limitation, acts of God or of a public enemy; interference by municipal, state, federal, or other governmental agency; any catastrophe resulting from flood, fire, extreme weather conditions, explosion, or other cause beyond the control of the non-performing party and labor disputes or other work stoppages.

SF-03/00 (with Part II & III) - 12 -

25. Examination and Inspection. Until the expiration of six years after final payment, the Authority, the Office of Inspector General, the Governor, the Secretary of Administration and Finance, the State Auditor, and any other legally authorized person shall have the right to examine, audit and copy any books, documents, papers of records of the Consultant or of its subconsultants that directly pertain to, and involve transactions relating to, the Consultant or its subconsultants. The Consultant will provide proper facilities for such access and inspection.

SF-03/00 (with Part II & III) - 13 -

CONTRACT FOR PROFESSIONAL OR TECHNICAL SERVICES

PART III - INSURANCE

1.1 General.

1.1.1 Each policy of insurance required by this Agreement

shall contain a provision endorsed to the Authority that the insurance provided therein may not be canceled or restricted without thirty (30) days prior written notice to the Authority.

1.1.2 The Consultant shall provide the Authority with

certificates satisfactory to the Authority concerning the effectiveness and the specific terms of the insurance required by this Agreement.

Failure to provide and continue in force any insurance required by this Agreement shall be deemed a material breach of this Agreement for which the Authority, at its sole discretion, may terminate this Agreement immediately or on such other terms as it sees fit.

1.2 Professional Liability Insurance Coverage. Deleted.

1.3 Worker's Compensation and Other Insurance. The Consultant shall carry insurance furnishing benefits in accordance with Chapter 152 of the Massachusetts General Laws or such other worker's compensation requirement as may pertain. The Consultant shall carry insurance coverage for employer's liability, general liability, including broad form coverage, and automobile liability, in an amount of not less than $1,000,000.00. The Consultant shall also carry insurance coverage for valuable papers for the restoration of plans, field notes, drawings, computations, specifications or other documents in the event of loss or destruction of such materials in the custody of the Consultant, in an amount sufficient to cover the cost of restoration.

1.4 Additional Insured. The Authority shall be named as an

additional insured on policies providing coverage for general liability, automobile liability, and valuable papers.

SF-03/00 (with Part II & III) - 14 -

CONTRACT FOR PROFESSIONAL OR TECHNICAL SERVICES -

PART IV PRIVACY OF PERSONAL DATA AND INFORMATION

The Consultant shall comply with the requirements of M.G.L. c. 66A with respect to personal data and other Authority data (including but not limited to public records, documents, files, software, equipment and systems) it holds pursuant to this Agreement and with the requirements of M.G.L. c. 93H with respect to personal information to which it is given access pursuant to this Agreement. Compliance includes but is not limited to:

• Ensuring the security, confidentiality and integrity of personal and other Authority data and personal information;

• Implementing and maintaining reasonable security procedures and practices appropriate to the nature of the information;

• Protecting personal data and personal information from unauthorized access, destruction, use, modification, disclosure or loss;

• Preventing unauthorized physical access to any information technology resource;

• Preventing interception and manipulation of data during transmission to and from any servers;

• Disposing of personal data and personal information, when required or authorized by this Agreement or law or regulation, in accordance with M.G.L. c. 93I;

• Communicating these requirements to and enforcing them against its subconsultants; and

• Notifying the Authority of the nature and circumstances of any security breach or unauthorized acquisition or use of personal or other Authority data or personal information.

The Consultant shall make available upon request a copy of its comprehensive information security program.

SF-03/00 (with Part II & III) - 15 -

CONTRACT FOR CONSULTANT SERVICES

ATTACHMENT A

SCOPE OF SERVICES

(SEE ATTACHMENT A TO THE RFQ/P)

SF-03/00 (with Part II & III) - 16 -

CONTRACT FOR CONSULTANT SERVICES

ATTACHMENT B

COMPENSATION

The Authority and the Consultant agree to the following terms:

1. Comprehensive Unit Rate Compensation.

1.1 General

The Consultant shall be compensated for completing services set forth in Attachment A, Scope of Services, on a Comprehensive Unit Rate basis with the aggregate total compensation to be paid hereunder not to exceed the amount set forth in Part I, Article III COMPENSATION of this Agreement. The Comprehensive Unit Rates (which are based upon an Annual Maximum per employee of $1,250, are set forth in Table B-1 to this Attachment.

1.2 Increases

No price increases will be granted to compensate the Consultant for completing any services described in Attachment A, Scope of Services. The Comprehensive Unit Rates are the total compensation that the Consultant will earn upon completion of those services;

they will not fluctuate with the Consultant's actual cost experience.

SF-03/00 (with Part II & III) - 17 -

ATTACHMENT B-1

CONTRACT FOR CONSULTANT SERVICES -

ATTACHMENT B-1

COMPENSATION SUBMITTAL FORM

Proposed Comprehensive Unit Rates

Monthly Rate Individual Family