MASSACHUSETTS SCHOOL BUILDING AUTHORITY

10 Post Office Square, Suite S400

BOSTON, MASSACHUSETTS 02109

MASTER SERVICES AGREEMENT

This Master Services Agreement (as may be amended from time to time, the “Agreement”), dated as of ______________ (the “Effective Date”), is entered into by and between the Massachusetts School Building Authority (the “MSBA”), an independent public authority of the Commonwealth of Massachusetts, with a principal office and place of business at 10 Post Office Square, Suite S400, Boston, Massachusetts 02109, and ________________________, with a principal place of business at ________________ (the “Contractor", and collectively, the “Parties”).

Whereas, the MSBA desires to retain Contractor to render certain services to the MSBA and

Contractor desires to be so retained by the MSBA and to perform the services specified herein, all in accordance with the terms and conditions of this Agreement.

Now, therefore, in consideration of the premises, mutual covenants, and representations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Certain Definitions: The following capitalized terms have the following meanings for purposes of this Agreement:

a) “Agreement” means this Master Services Agreement, including all Work Orders entered into hereunder and attached hereto and all other referenced attachments hereto and thereto, as the same may be amended from time to time in accordance with the terms of this Agreement.

b) “Commonwealth” means the Commonwealth of Massachusetts (and its political subdivisions or agents where the context so requires).

c) “Contractor” means any Person providing the Services contemplated by this Agreement.

d) “Deliverables” means any and all reports, documents, data, designs, materials, software, specifications, findings, or other tangible or intangible work product to be developed, prepared, or delivered by the Contractor as part of the Services, as described in more detail in any applicable Work Order, Attachment, or Exhibit issued under this Agreement.

e) “General Counsel” means the MSBA's General Counsel, or, in the event that no Person holds such title at the time in question, such other legal counsel to MSBA as the MSBA's Executive Director may designate.

f) “Governmental Authority” means any national or federal government, any state or other political subdivision thereof, and any other Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

g) “MSBA” means the Massachusetts School Building Authority and any of its subsidiaries, subdivisions or affiliates, and the successors or assigns thereof.

h) “Person” means any individual, partnership, corporation, limited liability company, joint venture, trust, unincorporated organization, Governmental Authority, or any other entity.

i) “Project Personnel” means, with respect to the project hereunder, the employees or other personnel of each party responsible for such project, as described in more detail in Section 5 of this Agreement and any Work Order, Attachment, or Exhibit issued under this Agreement.

j) “Public Records Act” means the Massachusetts Public Records Act, M.G.L. Chapter 66, and any successor thereto and M.G.L. Chapter 66A.

k) “Services” means the professional and other services to be provided by the Contractor under this Agreement, as described in more detail in Section 2 of this Agreement and any accompanying Work Order, Attachment, or Exhibit issued under this Agreement, along with the Contractor’s obligations under this Agreement.

2. Scope of Services: The MSBA hereby retains Contractor to provide Services to the MSBA during the term of this Agreement, and Contractor hereby accepts such engagement. Contractor shall provide to the MSBA the Services set out in one or more Work Orders to be issued by the MSBA and accepted by the Contractor (each, a “Work Order”) in accordance with the terms and conditions of this Agreement.

a) Each Work Order shall be in writing, substantially in the same form as Attachment A, and shall include the following information, if applicable:

i) A detailed description of the Services to be performed pursuant to the Work

Order;

ii) The date upon which the Services will commence and the term of such Work Order; and

iii) Any Deliverables to be furnished by the Contractor and payment terms.

b) Each Work Order shall be deemed accepted and incorporated into this Agreement only if signed by a duly authorized officer or employee of each of the Parties to this Agreement.

c) The Contractor shall provide the Services (1) in accordance with the terms and conditions of the respective Work Order and this Agreement; (2) using personnel of required skill, experience, and qualifications; (3) in a timely, workmanlike, and professional manner; (4) in accordance with the highest professional standards in the Contractor’s field; and (5) to the satisfaction of the MSBA.

Contractor represents itself as competent and qualified to accomplish the specific requirements of this Agreement to the satisfaction of the MSBA and in accordance with the terms and conditions of this Agreement and acknowledges that the MSBA is relying upon such representation in entering into this Agreement. Each Work Order shall reference this Agreement and will be numbered sequentially. In the event of any conflict between the terms and conditions set forth in this Agreement and any provision(s) set forth in any Work Order or other attachment hereto, the terms of this Agreement shall control unless and until amended in accordance with Section 17 hereof.

For the sake of clarity, nothing in this Agreement shall be construed to prevent the MSBA from performing for itself or from acquiring from other providers services that are similar or identical to the Services in this Agreement.

3. Payment: The MSBA shall compensate Contractor as set forth in the attached Work Order(s).

Contractor shall submit to the MSBA detailed monthly invoices in a format acceptable to the MSBA, which will include such information as is set forth on the relevant Work Order or as otherwise requested by the MSBA.

4. Term, Termination, and Survival:

a) This Agreement shall take effect as of the Effective Date set forth in the first paragraph of this Agreement, and shall remain in effect until _______________, unless amended in accordance with Section 17 of this Agreement to extend the term hereof, or unless terminated sooner pursuant to Sections 4(b) and 4(c) of this Agreement.

b) The MSBA, in its sole discretion, may terminate this Agreement or any Work Order, in whole or in part, at any time without cause, and without liability except for required payment for Services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing written notice to the Contractor.

c) The MSBA may also terminate or suspend this Agreement if the Contractor breaches any material term or condition or fails to perform or fulfill any material obligation required by this Agreement, by providing written notice of termination or suspension to the Contractor. For the avoidance of doubt, any Deliverable date specified in this Agreement, in any Work Order, or in any MSBA-issued procurement documents incorporated herein (including but not limited to the MSBA’s Request for Services, Request for Proposals, and/or Request for Quotes) is a material term of this Agreement. The Contractor’s failure to comply with any such Deliverable date may be deemed by the MSBA, in its sole discretion, to constitute a failure to perform a material obligation under this Agreement.

d) Upon expiration or termination of this Agreement for any reason, the Contractor shall promptly:

i) Deliver to the MSBA all documents, work product, and other tangible materials (including all copies), whether complete or incomplete, prepared by or on behalf of the Contractor in the course of performing the Services for which the MSBA has paid;

ii) Return to the MSBA all MSBA-owned property, equipment, or materials in its possession or control;

iii) Remove any Contractor-owned property, equipment, or materials located at MSBA’s premises;

iv) Provide reasonable cooperation and assistance to the MSBA, upon MSBA’s written request, in transitioning the Services to an alternate service provider/contractor; and

v) On a pro-rata basis, repay all fees and expenses paid in advance for any Services which have not been provided.

e) In the event of termination or expiration of this Agreement for any reason, Sections 8 through 21 shall survive the termination or expiration.

5. Project Personnel: The relevant Project Personnel shall be set forth on the applicable Work Order. Unless otherwise agreed by the parties, each party will use all reasonable efforts to maintain the same personnel on its project team. The Contractor agrees to make no changes in Project Personnel except: (a) with the prior written consent of the MSBA, which consent shall not be unreasonably withheld; (b) at the request of the MSBA, in which case the Contractor shall use its best efforts to promptly appoint a replacement; or (c) upon the resignation, termination, death, illness, or disability of an existing project representative.

6. Timely Performance: Contractor acknowledges that time is of the essence with respect to Contractor’s obligations hereunder and that prompt and timely performance of all such obligations, including all timetables, project milestones, and other requirements in this Agreement and each Work Order, is strictly required.

7. Notices: Unless otherwise specified in an attachment hereto, any notice hereunder shall be in writing and shall be sent either (i) by email, (ii) by courier, or (iii) by first class mail, postage prepaid, addressed to the Project Personnel listed in the applicable Work Order at the addresses of such Persons indicated in the first paragraph of this Agreement (or to such other address as a party may provide by notice to the party pursuant to this Section 7), and shall be effective (a) if dispatched by email and electronic confirmation of successful transmission is received, the day such confirmation is received (unless delivered outside of the normal business hours of the recipient or on a Massachusetts recognized holiday, then the next business day), (b) if sent by courier, one business day after written confirmation by said courier of delivery, (c) if sent by first class mail, two business days after its date of posting. A copy of each notice required to be sent pursuant to this Agreement shall also be sent to the MSBA’s General Counsel.

8. Contractor's Representations: As of the date of this Agreement, and as of each date on which a Work Order is entered into by the parties, Contractor hereby represents under the penalties of perjury as follows:

a) Contractor is duly authorized to enter into this Agreement (including all Work Orders issued hereunder), and the execution, delivery, and performance of this Agreement will not conflict with any other agreement or instrument to which it is a party or by which it is bound and will not violate any law, regulation, order or other legal requirement by which Contractor or any of its assets is bound.

b) Contractor and all Project Personnel of Contractor are fully capable and qualified to perform the described Service(s) and Contractor’s other obligations under this Agreement, and have obtained all requisite licenses and permits to perform such obligations.

c) Contractor and all Project Personnel of Contractor are familiar with, and are and will remain in compliance with, and will not take any actions contrary to the provisions of, any laws, rules, regulations, ordinances, orders or requirements of the Commonwealth and other Governmental Authorities applicable or implicated by the subject matter of this Agreement, including, without limitation, the statutes referenced in Sections 8(d), 8(e), 12, 14 and 15 of this Agreement.

d) Contractor and its employees are independent contractors of the MSBA, and not employees, partners, or joint ventures of the MSBA. Contractor will be solely responsible for withholding and paying all applicable payroll taxes of any nature, including social security and other social welfare taxes or contributions that may be due on amounts paid to its employees. Contractor has filed and will continue to file all necessary state tax returns and reports and has paid and will continue to pay all taxes and has complied and will continue to comply will all laws of the Commonwealth relating to Worker’s Compensation, M.G.L. c. 152.

e) Contractor shall not discriminate against any qualified employee or applicant for employment because of race, color, national origin, ancestry, age, sex, religion, physical or mental handicap, or sexual orientation. Contractor agrees to comply with all applicable Federal and State statutes, rules and regulations prohibiting discrimination in employment including but not limited to: Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act of 1967; Section 504 of the Rehabilitation Act of 1973;

the Americans with Disabilities Act of 1990; and M.G.L. c.151B.

f) Contractor represents and warrants that all personnel supplied under this Agreement are eligible to work in the United States at the time of execution of this Agreement and that Contractor has a continuing obligation to ensure such status for the duration of the Agreement.

9. Indemnification and Insurance:

a) To the full extent allowed by law, the Contractor shall indemnify and hold harmless the MSBA, including its employees, agents, officers and directors (the “Covered Persons”) from and against any and all liability, loss, claims, damages, fines, penalties, costs and expenses (including reasonable legal fees and costs), judgments and awards (collectively, “Damages”) sustained, incurred, or suffered by or imposed upon any Covered Person resulting from: (i) any breach of this Agreement or false representation of Contractor under this Agreement, or (ii) any negligent acts or omissions or wilful misconduct of Contractor or any of Contractor’s agents, officers, directors, employees or subcontractors. Without limiting the foregoing, Contractor shall indemnify and hold harmless each Covered Person against any and all Damages that may directly or indirectly arise out of or may be imposed because of the failure to comply with the provisions of applicable law by Contractor or any of its agents, officers, directors, employees, or subcontractors.

b) Contractor shall obtain and maintain in effect through the term of this Agreement appropriate insurance coverage for its activities under this Agreement, including but not limited to, comprehensive general liability insurance (bodily injury and property damage) and professional liability insurance in the amounts that may be required by the MSBA. At the MSBA’s request, Contractor will provide the MSBA with copies of the certificates of insurance evidencing such coverage.

10. Ownership of Intellectual Property: Unless provided otherwise by law, ownership and possession of all information, data, reports, computer programs, drawings, documents, designs, models, inventions, equipment, and any other documentation, product of tangible materials authored or prepared, in whole or in part, or purchased, obtained, created by Contractor pursuant to this Agreement (collectively, the “Materials”), other than Contractor’s administrative communications, records, and files relating to this Agreement, are the sole property of, and shall vest in, the MSBA as “works made for hire” or otherwise. The MSBA will own the exclusive rights, worldwide and royalty-free, to and in all Materials prepared and produced by Contractor pursuant to this Agreement, including, but not limited to, United States and International patents, copyrights, trade secrets, know-how and any other intellectual property rights, and the MSBA will have the exclusive, unlimited and unrestricted right, worldwide and royalty-free, to publish, reproduce, distribute, transmit and publicly display all Materials prepared by Contractor. The MSBA shall retain exclusive intellectual property rights in all graphics and text provided to Contractor by the MSBA for incorporation into final Materials prepared by Contractor. Contractor shall use graphics and text provided by the MSBA for the sole purpose of fulfilling contractual obligations created by this Agreement.

11. Assignment by Contractor; Subcontracting: The MSBA may assign its rights and obligations under this Agreement to any Person who succeeds to all or any portion of the MSBA’s business, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said successors or assigns. Contractor shall not assign or in any way transfer any interest in, or any of Contractor's rights or obligations under this Agreement, including by operation of law, without the prior written consent of the MSBA. The Contractor shall not subcontract any services to anyone without the prior written consent of the MSBA, and any such subcontracts shall be consistent with and subject to the provisions of this Agreement. Subcontracts will not relieve or discharge the Contractor from any duty, obligation, responsibility or liability arising under this Agreement. The Contractor shall provide the MSBA with copies of all subcontracts.

12. Conflicts of Interest: Contractor acknowledges the application of the Massachusetts Conflict of Interest Law (M.G.L. c.268A) to the subject matter of this Agreement and that Contractor's personnel, and Contractor’s subcontractor’s personnel, if any, may be considered “special state employees” and thus subject to the provisions of such law. Contractor represents that it is, and agrees that, for the duration of the term of this Agreement, it and its subcontractors, if any, shall remain in full compliance with the Massachusetts Conflict of Interest Law. Contractor further agrees to provide the MSBA with the information listed in Attachment B hereto and to disclose all financial interests in the subject matter of this Agreement held by either Contractor or Contractor's other clients. Contractor and its subcontractors, if any, shall not take any action which it knows or has a reasonable basis to believe would cause any officer or employee of the MSBA to participate in any decision relating to this Agreement which affects his/her personal interest or any corporation, partnership, or association in which (s)he is directly or indirectly interested or to have any interest, direct or indirect, in this Agreement or the proceeds thereof. It is hereby acknowledged by the MSBA and understood by all parties that individuals providing services to the MSBA under this Agreement are permitted to engage in personal or private employment during normal business hours.

13. Record Keeping, Audit, and Inspection of Records: Contractor shall maintain books, records and other compilations of data pertaining to its activities under this Agreement to the extent and in such detail as shall properly substantiate claims for payment and Contractor's performance of its duties under the Agreement. All such records shall be kept for a period of not less than seven (7) years or for such longer period as is specified by the MSBA (the “Retention Period”). The Retention Period starts on the first day after final payment under this Agreement is made. If any litigation, claim, negotiation, audit or other action involving the records is commenced prior to the expiration of the Retention Period, all records shall be retained until completion of the action and resolution of all issues resulting therefrom, or until the end of the Retention Period, whichever is later. The MSBA, or its designees, shall have the right at reasonable times and upon reasonable notice, to examine and copy the books, records, and other compilations of data of Contractor which pertain to the provisions and requirements of the Agreement. Such access shall include on-site audits, reviews, and copying of records. If such audit reveals that any portion of the fees was utilized for purposes not permitted under this Agreement, then Contractor shall refund to the MSBA the amount determined by such audit within thirty (30) days of Contractor's receipt of such audit and demand.

14. Confidentiality/Publicity:

a) Contractor hereby agrees to protect the physical security and restrict access to all data compiled for, used by, or otherwise in the possession of Contractor in performance of the services hereunder in accordance with Contractor's reasonable business practices and as otherwise provided in this Agreement. Unless required otherwise by law, Contractor shall not disclose to any third party any information, data, or documents compiled for, used by or otherwise in possession of Contractor in performance of the services pursuant to this Agreement and any Work Orders. Contractor shall comply with all applicable laws and regulations relating to confidentiality and privacy, including, without limitation, all requirements of M.G.L. c.66A implicated by the subject matter of this Agreement.

b) Contractor shall collaborate with the MSBA to prepare any public statement or announcement relating to or bearing on the work performed or data collected under this Agreement or to prepare any press release or for any news conference in which the MSBA is concerned or discussed. Contractor shall not release, make or issue any such public statement or announcement without the prior written consent of the MSBA.

15. Public Records:

a) As a public entity, the MSBA is subject to the Massachusetts Public Records Law (M.G.L.

c.66 and 66A) and thus certain documents and other materials made or received by the MSBA are subject to public disclosure unless they are specifically exempted. Contractor specifically acknowledges that it bears the risk that any material submitted by Contractor to the MSBA pursuant to this Agreement may be deemed not to qualify for a public records exemption.

b) Furthermore, it is the intention of the parties that the MSBA will continue to exercise custody of records received or produced under the Agreement. Requests for access to said records shall be forwarded immediately to the MSBA for response. Contractor shall not release information except as authorized to deliver services under this Agreement.

16. Choice of Law: This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the Commonwealth, without giving effect to the conflict of laws principles thereof. All legal actions arising out of or relating to this Agreement shall be commenced and maintained in a state or federal court sitting in the Commonwealth. By execution and delivery of this Agreement, each of the parties accepts for such party, generally, exclusively and unconditionally, the jurisdiction of said courts. This Section 16 shall not be construed to limit any other legal rights of the parties. Contractor acknowledges and agrees that any breach or threatened breach of this Agreement by Contractor will result in substantial, continuing and irreparable damage to the MSBA. Therefore, in addition to any other remedy that may be available to the MSBA, the MSBA will be entitled to injunctive or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach by Contractor of the terms of this Agreement.

17. Amendments and Waivers: The MSBA may amend Attachment B (without any action by Contractor) to reflect changes in law or MSBA policies and shall promptly deliver any and all such amendments to Contractor in the manner provided in Section 7 of this Agreement. Except as provided in the immediately preceding sentence, no amendment to or modification of this Agreement (including any work order), and no waiver of any provision hereof, shall be effective unless the same shall be in writing and shall be signed by each of the parties hereto. Any waiver by the MSBA of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision of this Agreement.

Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any way limit the remedies available to that party.

18. Severability: Each provision of this Agreement shall be treated as a separate and independent clause and any decision from a court of competent jurisdiction to the effect that any clause or provision of this Agreement is null or unenforceable shall in no way impair the validity, power or enforceability of any other clause or provision of this Agreement.

19. Binding Effect; Benefit; Entire Agreement and Attachments: This Agreement shall be binding on the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of the parties and their respective successors and permitted assigns. Except as provided in the immediately preceding sentence, nothing in this Agreement shall be construed to create any rights or obligations except between the parties hereto, and no Person shall be regarded as a third party beneficiary of this Agreement. This Agreement embodies the entire understanding and agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior oral or written agreements and understandings relating to such subject matter. No statement, representation, warranty, covenant or agreement of any kind not set forth in this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. The following (together with all exhibits, schedules and attachments thereto) are hereby incorporated into this Agreement by reference:

a) Attachment A – Form of Work Order, and all work orders entered into in accordance with the terms of this Agreement and attached hereto.

b) Attachments A1 and A2 – Electronic Payment Form and IRS W9 Form

c) Attachment B – Consultant/Contractor Mandatory Disclosure Form

d) Attachment C – Consultant/Contractor Certificate of Disclosure

In the event of any conflict between the terms and provisions of this Agreement and those of any Work Order, Statement of Work, Exhibit, Schedule, or procurement document, the following order of precedence shall govern: (a) first, this Agreement, exclusive of its Exhibits, Attachments, and/or Schedules; (b) second, the applicable Work Order(s) assigned under this Agreement; (c) third, any Exhibits, Attachments, Schedules, or MSBA-issued procurement documents relating to this Agreement; and (d) fourth, the Contractor’s proposal.

20. Headings: The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and will in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

21. Counterparts: This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a document under seal as of the Effective Date set forth in the first paragraph hereof.

Massachusetts School Building Authority (CONTRACTOR’S LEGAL ENTITY NAME)

By: By:

Name: Mary L. Pichetti Name:

Title: Executive Director Title:

Date of Signing: _________________________ Date of Signing:

Federal Tax ID No.:

ATTACHMENT A

Work Order XXX

This Work Order is subject to the terms and conditions of the Master Services Agreement, as may be amended from time to time (the “Agreement”), dated as of _________________ between the Massachusetts School Building Authority (the “MSBA”) and ______________________ (the “Contractor”, and collectively, the “Parties”). Capitalized terms used and not otherwise defined in this Work Order shall have the meanings ascribed to such terms in the Agreement. In the event of any conflict between this Work Order and the Agreement, the Agreement shall govern.

Pursuant to the terms and conditions of the Agreement and this Work Order, the MSBA and Contractor agree as follows:

1. Service(s): Contractor shall provide services related to the _____________________ (the

“Services”) to the MSBA, with the prior consultation and approval of the MSBA:

[To be defined by the MSBA]

2. Location: Contractor shall provide the Services at the Contractor’s premises or such other premises as the MSBA and Contractor may deem appropriate.

3. Deliverable(s): Contractor shall provide the following deliverables (the “Deliverables”).

4. Term of Work Order: This Work Order will become effective as of ____________. Unless otherwise expressly agreed by the MSBA in writing, Contractor shall complete the Services and provide the Deliverables described above on or before __________________.

5. Payments /Services and Deliverable Schedule/Invoices:

a. In consideration of the Services and Deliverables provided pursuant to this Work Order to the satisfaction of the MSBA, Contractor shall be paid for the Services and Deliverables based on the hourly rate(s) set forth below, up to a total maximum fee amount that shall not exceed $________ without the prior written approval of the MSBA.

b. The MSBA shall only pay for Services and Deliverables rendered that have been properly documented and invoiced and are to the satisfaction of the MSBA. The fee amount shall be the sole and complete compensation for Services performed by Contractor under this Work Order, including contingencies, direct and indirect expenses, except as provided above. The fee amount stated in Section 5(a) is a maximum amount, and the total fee amount due pursuant to this Work Order may be an amount less than that amount.

c. Unless otherwise agreed in writing by Contractor and the MSBA, Contractor shall perform the

Services and provide the Deliverables in accordance with the following Services and Deliverables Schedule:

Services and Deliverable Schedule:

Completion Date Service or Deliverable

d. Contractor shall invoice the MSBA monthly. Invoices must be submitted in a format and with such detail as required by the MSBA. Payments hereunder will be made by the MSBA within forty-five (45) days following receipt of reasonably detailed invoices from Contractor, according to the banking information submitted by Contractor to the MSBA on the attached form (Attachment A-1), and subject to the fee limitations set forth in this Section 5. Contractor’s monthly invoices shall be in a format consistent with the Services set forth in Section 1, the Deliverables set forth in Section 3, and the Services and Deliverables Schedule set forth in Section 5 of this Work Order. All invoices submitted for payment shall provide reasonable documentation to provide evidence of costs incurred, including for each employee, the name, title, and description or work performed.

6. Project Personnel:

For Contractor:

For MSBA:

7. Contractor’s Representations and Warranties: Contractor hereby represents and warrants that, as of the date of this Work Order, all of the representations, warranties and certifications of Contractor set forth in the Agreement are true and correct and Contractor is in compliance with all of Contractor’s obligations under the Agreement and each Work Order between the MSBA and Contractor.

Massachusetts School Building Authority (CONTRACTOR’S LEGAL ENTITY NAME)

By: By:

Name: Mary Pichetti Name:

Title: Executive Director Title:

Date: Date:

Attachment A-1

Banking Information Template

Vendor _ _ hereby requests that the Massachusetts School Building Authority pay invoices as an electronic ACH directly to the following account:

Banking Information for ACH Transactions

Financial Institution:

Address:

City & State

Account No.:

Transit Number (ABA #): (Routing #):

Vendor Contact Person:

Signature:

Vendor Telephone No.:

Please return the completed form to Stephanie Mahoney:

- via email at Stephanie.Mahoney@MassSchoolBuildings.org , or

- fax at 617-720-5260 mailto:Stephanie.Mahoney@MassSchoolBuildings.org

ATTACHMENT B

CONSULTANT/CONTRACTOR MANDATORY DISCLOSURE FORM

Additional Income Disclosure. Please identify any contracts or grants with (or other income received from) the Commonwealth, including any political subdivision or public authority, in effect as of the date of execution of this Agreement. Enter N/A if none. Attach additional sheets as necessary.

Disclosure of Persons with Financial Interest. The following individuals have a financial interest in the Agreement and/or more than a one percent (1%) equity interest in the Consultant/Contractor. Enter N/A if none. Attach additional sheets as necessary.

Conflict of Interest. Consultant/Contractor acknowledges that the individuals performing services under this Agreement may be considered “special state employees” subject to the provisions of the Massachusetts Conflict of Interest Law, M.G.L. c.268A, and certifies that these individuals are familiar with the restrictions imposed thereon.

Key Personnel. Attach a resume for all key personnel to be assigned to the performance of this Agreement.

The information submitted herein is certified by Consultant/Contractor to be accurate and signed under the penalty of perjury.

Name of Consultant/Contractor:

Name:

Title:

Date:

ATTACHMENT C

CERTIFICATE OF DISCLOSURE

1.) State your firm’s name and address.

2.) State the name and position of the officer completing this disclosure statement.

3.) Describe your firm’s organizational structure (e.g. partnerships, corporation, etc.) and list any controlling stockholders, general partners or principals. Also list any subsidiaries, joint ventures, consultants, lobbyists, subcontractors or agents that have relationships with your firm and relate in any way to your proposed business with the Authority.

4.) Did your firm or will your firm, its related entities or any individual listed in response to question 3 above, provide, agree to provide or arrange to provide any compensation or benefit, direct or indirect to any individual or entity, including without limitation, lobbyists, consultants or agents, whether related or unrelated to your firm, for their services in your firm’s obtaining its engagement for the provision of services to the Authority? If the answer is “Yes”, please provide the name and address of such individual or entity and a description of the services performed by them and the compensation or benefit.

5.) Has your firm, its related entities or any individual listed in response to question 3 above, shared any fees with any person or entity, whether related or unrelated, with respect to your firm’s proposed engagements for services with the Authority? If so, please describe such arrangements whether or not any fees have actually been shared.

6.) Does your firm, its related entities or any individual listed in question 3 above, have any on-going arrangement with any related or unrelated individual or entity with respect to sharing fees that would be received from services provided to the Authority? If so, please describe such arrangements.

7.) If selected pursuant to this RFQ to which this statement is attached, please certify that your firm will disclose promptly, in writing, all future relationships like those described above.

Name of Consultant/Contractor:

Name:

Title:

Date: