Bidder_Response_Form.docx

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MDOTBOSTONFED10

BIDDER RESPONSE FORM

The following information is mandatory for this RFR. Failure to provide the requested information may be cause for the bid to be deemed as non-responsive and may result in disqualification. The RFR Checklist must be used as a cover sheet. Expand boxes for answer length as necessary and verify that all information is submitted in the order that it was asked.

RFP Checklist

|_| RFP Checklist

TS

1. Letter of Transmittal In this cover letter, bidders must confirm that the bidder will comply with all provisions, exhibits, and attachments for this RFR. Proposals must be signed by a company officer empowered to bind the company to all provisions of this RFR. A bidder’s failure to include these items in the proposals may cause the proposal to be determined to be non-responsive and the proposal may be rejected.

2. Federal Clauses and Certifications

3. Contractor Authorized Signature Verification Form INSTRUCTIONS: Any Contractor (other than a sole-proprietor or an individual contractor) must provide a listing of individuals who are authorized as legal representatives of the Contractor who can sign contracts and other legally binding documents related to the contract on the Contractor’s behalf. In addition to this listing, any state department may require additional proof of authority to sign contracts on behalf of the Contractor, or proof of authenticity of signature (a notarized signature that the Department can use to verify that the signature and date that appear on the Contract or other legal document was actually made by the Contractor’s authorized signatory, and not by a representative, designee or other individual.)

NOTICE: Acceptance of any payment under a Contract or Grant shall operate as a waiver of any defense by the Contractor challenging the existence of a valid Contract due to an alleged lack of actual authority to execute the document by the signatory.

For privacy purposes DO NOT ATTACH any documentation containing personal information, such as bank account numbers, social security numbers, driver’s licenses, home addresses, social security cards or any other personally identifiable information that you do not want released as part of a public record. The Commonwealth reserves the right to publish the names and titles of authorized signatories of contractors.

I certify that I am the President, Chief Executive Officer, Chief Fiscal Officer, Corporate Clerk or Legal Counsel for the Contractor and as an authorized officer of the Contractor I certify that the names of the individuals identified on this listing are current as of the date of execution below and that these individuals are authorized to sign contracts and other legally binding documents related to contracts with the Commonwealth of Massachusetts on behalf of the Contractor. I understand and agree that the Contractor has a duty to ensure that this listing is immediately updated and communicated to any state department with which the Contractor does business whenever the authorized signatories above retire, are otherwise terminated from the Contractor’s employ, have their responsibilities changed resulting in their no longer being authorized to sign contracts with the Commonwealth or whenever new signatories are designated.

Fax: Email:

[Listing cannot be accepted without all of this information completed.] A copy of this listing must be attached to the “record copy” of a contract filed with the department.

PROOF OF AUTHENTICATION OF SIGNATURE

This page is optional and is available for a department to authenticate contract signatures.

It is recommended that Departments obtain authentication of signature for the signatory who submits the Contractor Authorized Listing.

This Section MUST be completed by the Contractor Authorized Signatory in presence of notary.

Signatory's full legal name (print or type):

Title:

X_____________________________________________________________ Signature as it will appear on contract or other document (Complete only in presence of notary):

AUTHENTICATED BY NOTARY OR CORPORATE CLERK (PICK ONLY ONE) AS FOLLOWS:

I, _____________________________________________________ (NOTARY) as a notary public certify that I witnessed the signature of the aforementioned signatory above and I verified the individual's identity on this date:

__________________________, 20 _______.

My commission expires on:

AFFIX NOTARY SEAL

I, _____________________________________________________ (CORPORATE CLERK) certify that I witnessed the signature of the aforementioned signatory above, that I verified the individual’s identity and confirm the individual’s authority as an authorized signatory for the Contractor on this date:

__________________________, 20 _______.

AFFIX CORPORATE SEAL

4. W-9 Form: Fill out and submit with bid.

5. EFT Form Fill out and submit the attached EFT form with bid.

6. Prompt Pay Discount Form Prompt Payment Discounts (PPD). All contractors/vendors doing business with the Commonwealth must provide a Prompt Payment Discount (PPD) for receiving early payments unless the Contractor/vendor can provide compelling proof that providing a prompt pay discount would be unduly burdensome. Contractors benefit from PPD by increased, usable cash flow as a result of fast and efficient payments for commodities or services rendered. Contractors who agree to accept Electronic Funds Transfer (EFT) increase the prompt pay benefit by ensuring that funds are paid directly to their designated bank accounts, thus eliminating the delay of check clearance policies and traditional mail lead time. Payments processed through the state accounting system (MMARS) can be tracked and verified through the Comptroller’s Vendor Web system using the Vendor/Customer Code assigned to you by a Commonwealth department.

The Commonwealth benefits because contractors reduce the cost of products and services through the applied discount. While Bidders/Contractors have flexibility in determining the actual % discount(s) offered to the Commonwealth, the discount(s) must be identified for 10, 15, 20 and/or 30 days for payment issuance in the column entitled “% Discount Off Proposed Price” below. The Commonwealth may use the prompt pay discounts submitted as a basis for selection and may negotiate discounts as deemed in the best interest of the Commonwealth. The requirement to offer PPD discounts may be waived by the Commonwealth on a case-by-case basis if participation in the program would be unduly burdensome, provided the specific reason for the hardship is outlined below.

All discounts offered will be taken in cases where the payment issue date is within the specified number of days listed below and in accordance with the Commonwealth’s Bill Paying Policy. Payment days will be measured from the date goods are received and accepted / performance was completed OR the date an invoice is received by the Commonwealth, whichever is later to the date the payment is issued as an EFT (preferred method) or mailed by the State Treasurer. The date of payment “issue” is the date a payment is considered “paid” not the date a payment is “received” by a Contractor.

If internal Bidder/Contractor systems require an alternate method of measuring payment issue dates, the Bidder/Contractor must note the issues below or on an attached page if necessary to be considered by the PMT. In cases where the Bidder/Contractor considers that offering a Prompt Payment Discount would be a hardship, the Bidder must clearly define the issues and reasons for said hardship. Providing volume discounts or other discounts on prices is not considered a hardship, since the PPD provides the additional benefit of early cash flow for the Contractor.

Enter the Prompt Payment Discount percentage (%) off the invoice payment, for each of the payment issue dates listed, if the payment is issued within the specified Payment Issue days. For example:

5% - 10 Days 4% - 15 Days 3% - 20 Days 2% - 30 Days If no discount is offered enter 0%

The Contractor is unable to provide a prompt payment discount due to the following hardship:

Contractor/Bidder Authorized Signature _________________________________ Date: ____________

Contractor/ Bidder Authorized Signatory Print Name and Title: __________________________________

7. Business Reference Form: Fill out form and attach to bid response.

8. Cost Proposal Form: Fill out form and attach to bid response (i.e. Vendor Quote).

9. DBE letter of Intent: Fill out form and attach to bid response.

10. DBE Schedule of Participation: Fill out form and attach to bid response.

11. Insurance: Bidders are required to maintain and submit evidence annually, of current professional liability or malpractice insurance with aggregate coverage of $1,000,000 to $3,000,000.

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W9Form.doc Form W-9

(Massachusetts Substitute W-9 Form)

Rev. April 2009

Request for Taxpayer

Identification Number and Certification

Completed form should be given to the requesting department or the department you are currently doing business with.

Name ( List legal name, if joint names, list first & circle the name of the person whose TIN you enter in Part I-See Specific Instruction on page 2)

Business name, if different from above. (See Specific Instruction on page 2)

Check the appropriate box: □ Individual/Sole proprietor □ Corporation □ Partnership □ Other ►-----------------------------------------------

Legal Address: number, street, and apt. or suite no.

Remittance Address: if different from legal address number, street, and apt. or suite no.

City, state and ZIP code

City, state and ZIP code

Phone # ( ) Fax # ( ) Email address:

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instruction on page 2. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 2.

Note: If the account is in more than one name, see the chart on page 2 for guidelines on whose number to enter.

Vendors:

Dunn and Bradstreet Universal Numbering System (DUNS))

Social security number

OR

Employer identification number

DUNS

f

Part II Certification f

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Services (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am an U.S. person (including an U.S. resident alien).

4. I am currently a Commonwealth of Massachusetts’s state employee: (check one): No____ Yes _____ If yes, in compliance with the State Ethics Commission requirements.

Certification instructions: You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.

Sign

Here

Authorized Signature ► Date ►

Purpose of Form

A person who is required to file an information return with the IRS must get your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to give your correct TIN to the person requesting it (the requester) and , when applicable, to:

1. Certify the TIN you are giving is correct (or you are waiting for a number to be issued).

2. Certify you are not subject to backup withholding

If you are a foreign person, use the appropriate Form W-8. See Pub 515, Withholding of Tax on Nonresident Aliens and Foreign Corporations.

What is backup withholding? Persons making certain payments to you must withhold a designated percentage, currently 28% and pay to the IRS of such payments under certain conditions. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

If you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return, payments you receive will not be subject to backup withholding. Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester, or

2. You do not certify your TIN when required (see the Part II instructions on page 2 for details), or

3. The IRS tells the requester that you furnished an incorrect TIN, or

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the Part II instructions on page 2.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name. If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first and then circle the name of the person or entity whose number you enter in Part I of the form.

Sole proprietor. Enter your individual name as shown on your social security card on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name” line.

Limited liability company (LLC). If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations section 301.7701-3, enter the owner’s name on the “Name” line. Enter the LLC’s name on the “Business name” line.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Other entities. Enter your business name as shown on required Federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line.

Part I - Taxpayer Identification

Number (TIN)

Enter your TIN in the appropriate box.

If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are an LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) above), and are owned by an individual, enter your SSN (or “pre-LLC” EIN, if desired). If the owner of a disregarded LLC is a corporation, partnership, etc., enter the owner’s EIN.

Note: See the chart on this page for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office. Get Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS’s Internet Web Site www.irs.gov.

If you do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments.

The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Writing “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Part II - Certification

To establish to the paying agent that your TIN is correct or you are a U.S. person, or resident alien, sign Form W-9.

For a joint account, only the person whole TIN is shown in Part I should sign (when required).

Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

Dunn and Bradstreet Universal Numbering System (DUNS) number requirement –

The United States Office of Management and Budget (OMB) requires all vendors that receive federal grant funds have their DUNS number recorded with and subsequently reported to the granting agency. If a contractor has multiple DUNS numbers the contractor should provide the primary number listed with the Federal government’s Central Contractor Registration (CCR) at /www.ccr.gov . Any entity that does not have a DUNS number can apply for one on-line at http://www.dnb.com under the DNB D-U-N Number Tab.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold a designated percentage, currently 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

What Name and Number to Give the Requester

For this type of account:

Give name and SSN of:

1. Individual

2. Two or more individuals (joint account)

3. Custodian account of a minor (Uniform Gift to Minors Act)

4. a. The usual revocable savings trust (grantor is also trustee)

b. So-called trust account that is not a legal or valid trust under state law

5. Sole proprietorship

The individual

The actual owner of the account or, if combined funds, the first individual on the account 1

The minor 2

The grantor-trustee 1

The actual owner 1

The owner 3

For this type of account:

Give name and EIN of:

6. Sole proprietorship

7. A valid trust, estate, or pension trust

8. Corporate

9. Association, club, religious, charitable, educational, or other tax-exempt organization

10. Partnership

11. A broker or registered nominee

12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments

The owner 3

Legal entity 4

The corporation

The organization

The partnership

The broker or nominee

The public entity

1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

2 Circle the minor’s name and furnish the minor’s SSN.

3 You must show your individual name, but you may also enter your business or “DBA” name. You may use either your SSN or EIN (if you have one).

4. List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

If you have questions on completing this form, please contact the Office of the State Comptroller. (617) 973-2468.

Upon completion of this form, please send it to the Commonwealth of Massachusetts Department you are doing business with.

Please print or type

. Sensitivity level – high (when filled in) low (when blank)

Form MA- W-9 (Rev. April 2009) image3.emf eftform.pdf

Request type must be checked: Initial Request Changing Existing Account Closing Account

I____________________, hereby certify that the account/s indicated on this form is under my direct control and access; therefore, I authorize the State Treasurer as fiscal agent for the State of Massachusetts to initiate, change or cancel credit entries to that account/s as indicated on this form. For ACH debits consistent with the International ACH Transaction (IAT) rules check one:

I affirm that payments authorized hereunder are not to an account that is subject to being transferred to a foreign bank account.

I affirm that payments authorized hereunder are to an account that is subject to being transferred to a foreign bank account.

This authority is to remain in full force and effect until the Office of Comptroller has received written notification, from either me or an authorized officer of organization of the account's termination in such time and in such a manner as to afford CTR a reasonable opportunity to act upon it.

VENDOR BANK INFORMATION

Vendor Bank Name: _________________________ Vendor Bank Transit Number (ABA): _________________________ Vendor Bank Account Number: _________________________ Account Type: _________________________

Filling out this field is a requirement for changing account number Vendor Bank Old Account Number: _________________________ Account Type: _________________________

VENDOR INFORMATION

Vendor Tax Identification Number (TIN):________________________ Vendor/Business Name: _________________________ Vendor Contact Name: _________________________ E-mail: _________________________ Telephone: _________________________ Address: _________________________ City: _______________State: _____Zip:___________

This authorization will remain in effect until either canceled in writing or an updated form changing information is sent to the Department you currently do business with.

AUTHORIZED SIGNATURE: ____________________________________________________

Print Name: ______________________ Title:______________________ Date: ________

Form forwarded to Commonwealth Department:_________________________________ Attached voided check here:

COMMONWEALTH OF MASSACHUSETTS

OFFICE OF THE COMPTROLLER

Electronic Funds Transfer Sign Up Form

Check Box1: Off

Check Box2: Off

Check Box3: Off

Text1:

Check Box4: Off

Check Box5: Off

Text2:

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Business_Reference_Form.doc Business Reference Form

Bidder:

RFR Name/Title:

RFR Number:

The bidder must provide (indicate a number) __________ business references.

Reference name:_____________________________________ Contact:

Address: ________________________________________________ Phone: # ( )

Fax/Internet address:

Description and date(s) of commodities and services provided:

Reference name: _______________________________________Contact:

Address: _______________________________________________

Reference name: ______________________________________ Contact:

Address: _______________________________________________

References will be contacted to confirm the bidder’s abilities and qualifications as stated in the bidder’s response. The department may deem the bidder’s response unresponsive if a reference is not obtainable from a listed reference after reasonable attempts.

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DBE_Letter_of_Intent.docx

LETTER OF INTENT

(To be completed by the DBE – Page 1 of 2)

TO: ____________________________________________________________________ (Prime Bidder)

FROM: _________________________________________________________________ (DBE Firm)

RE: PROJECT NO.: ________________ FEDERAL AID PROJECT NO.: _______________________

PROJECT LOCATION:____________________________________________________________

DATE OF BID OPENING:__________________________________________________________

I, _____________________________, authorized signatory of the above-referenced DBE firm hereby declare:

1. My company is currently certified as a Disadvantaged Business Enterprise (DBE) by the Massachusetts Supplier Diversity Office (“SDO”), formerly known as the State Office of Minority and Women Business Assistance (SOMWBA), to perform work in the following NAICS code(s): ________________________________________ as a: (check all applicable; additional guidance is available at Title 49, Code of Federal Regulations, Part 26.55):

( ) CONTRACTOR ( ) REGULAR DEALER ( ) BROKER

( ) MANUFACTURER ( ) TRUCKING OPERATIONS ( ) PROFESSIONAL SERVICES

2. My firm has the ability to manage, supervise and perform the activity described on page 2 of this Letter of Intent. If you are awarded the contract, my company intends to enter into a contract with your firm to perform the items of work or other activity described on the following sheet for the prices indicated.

3. There have been no changes affecting the ownership, control or independence of my company since my last certification review on ______________ ___, 20___. If any such change is planned or occurs prior to my company's completion of this proposed work, I will give prior written notification to your firm and to the Massachusetts Department of Transportation (“MassDOT”) Office of Civil Rights and SDO.

4. My DBE certification has not been revoked nor has it expired nor has there been any change in the minority status of my company.

5. For the purpose of obtaining subcontractor approval from MassDOT, my firm will provide to you:

A. The following construction work:

(i) a resume, stating the qualifications and experience, of the superintendent or foreperson who will supervise on site-work;

(ii) a list of equipment owned or leased by my firm for use on this project; and

(iii) a list of all projects (public or private) upon which my firm is currently performing, is committed to perform, or intends to make a commitment to perform. I shall also include, for each project: the name and telephone number of a contact person for the contracting authority, person, or organization; the dollar value of the work; a description of the work; and my firm's work schedule for the project.

B. The following services, materials or supplies:

(i) a written agreement and invoices for the materials or supplies, and any other documents evidencing the terms of providing such items;

(ii) information concerning broker fees and commissions for providing services or materials; and

(iii) a statement concerning whether my firm intends or will be required to use a joint check arrangement; and any other documents that may be required by MassDOT.

DBE AUTHORIZED SIGNATURE:____________________________________DATE_____________________

NAME AND TITLE (PRINT):_____________________________________________________________________

EMAIL ADDRESS: _______________________________________TEL NO.:_____________________________

LETTER OF INTENT

(To be completed by the DBE– Page 2 of 2)

DATE OF BID OPENING: ___________________________________________________________

MassDOT PROJECT NUMBER: ___________________________________________________________

FEDERAL AID PROJECT NUMBER: ___________________________________________________________

PROJECT LOCATION: ___________________________________________________________

PRIME BIDDER: ___________________________________________________________

DBE COMPANY NAME: ___________________________________________________________

Item number if applicable

Description of Activity with notations such as Services, or Brokerage, Labor Only, Material Only, or Complete

Quantity

Unit Price

Amount

TOTAL AMOUNT:

Please give full explanations, attach additional sheets if necessary.

I HEREBY VERIFY THAT _______________________________________________ WILL SOLELY

(DBE company name)

PERFORM THE WORK, OR PROVIDE THE SERVICES OR MATERIALS, AS DESCRIBED ABOVE.

DBE AUTHORIZED SIGNATURE: _______________________________________________________________

NAME AND TITLE (PRINT):____________________________________________________________________

TELEPHONE NUMBER: ___________________________ FAX NUMBER: ______________________________

EMAIL ADDRESS: ____________________________________________________________________________

Rev’d 7/16/2014

*** END OF DOCUMENT ***

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DBE_Schedule_of_Participation.docx

SCHEDULE OF PARTICIPATION

BY DISADVANTAGED BUSINESS ENTERPRISES (DBEs)

PRIME BIDDER: ___________________________________________________________

DATE OF BID OPENING: _____________________MassDOT PROJECT NO.: ______________________

FEDERAL AID PROJECT NUMBER: ___________________________________________________________

PROJECT LOCATION: ___________________________________________________________

Name Address and Phone Number of DBE

Name of Activity

NAICS

Code(s)

(a)

DBE Contractor Activity Amount

Construction Work

(b)

DBE Other Business Amount Services, Supplies, Material

(c)

Total amount eligible for credit

Total Bid Amount

TOTALS:

DBE Percentage of Total bid:

A copy of the DBE’s most recent certification and an original affidavit must be attached to this document.

Is a Joint Check Approval being submitted for any of the above? □ Yes □ No

Will any of the contractors listed above be using a third party to deliver materials or perform any portion of work? □ Yes □ No (i.e. manufacturing)

SIGNATURE:___________________________________________ DATE________________________________

NAME AND TITLE (PRINT):_____________________________________________________________________

EMAIL ADDRESS: _______________________________________TEL NO.:_____________________________

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Microsoft_Word_Document4.docx Department of Transportation (“MassDOT”). Any changes or electronic alterations by the Contractor to the official version of this form shall be void except as agreed to by MassDOT. Upon execution of these Terms and Conditions by the Contractor and

MassDOT and filing as prescribed by the Office of the Comptroller, these MassDOT Terms and Conditions will be incorporated by reference into any Contract for Commodities and Services executed by the Contractor and MassDOT, in the absence of a superseding law or regulation requiring a different Contract form. Performance shall include services rendered, obligations due, costs incurred, commodities and deliverables provided and accepted by MassDOT, 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. MassDOT is entitled to ownership and possession of all deliverables purchased or developed with MassDOT funds. Contract shall mean the Standard Contract Form issued by MassDOT.

1. Contract Effective Start Date. Notwithstanding verbal or other representations by the parties, or an earlier start date indicated in a Contract, the effective start date of performance under a Contract shall be the date a Contract has been executed by an authorized signatory of the Contractor and MassDOT, or, a later date specified in the Contract or the date of any approvals required by law or regulation, whichever is later.

2. Payments And Compensation. The Contractor shall only be compensated for performance delivered and accepted by the MassDOT 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 MassDOT 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 MassDOT and the Commonwealth of Massachusetts (“Commonwealth”) 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 Payment Voucher System unless a different payment mechanism is required. The Contractor shall timely submit invoices (Payment Vouchers - Form PV) and supporting documentation as prescribed in a Contract. MassDOT 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 MassDOT 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 MassDOT'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. MassDOT 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 MassDOT action. Upon immediate notification to the other party, neither MassDOT nor th e 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 MassDOT 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 period to cure any alleged breach or failure to perform, if applicable, and any instructions or restrictions concerning allowable activities, costs or exp enditures 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 MassDOT 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 MassDOT'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 seven (7) 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. MassDOT 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 MassDOT 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 MassDOT or the Commonwealth 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 MassDOT and shall be consistent with and subject to the provisions of these 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. MassDOT 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, 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 Commonwealth, including MassDOT, its agents, officers and employees (for purposes of this paragraph, “indemnifi ed parties”) against any and all claims, liabilities and costs for any personal injury or property damages, patent or copyright infringement or other damages that the indemnified parties 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 MassDOT or the Commonwealth. After prompt notification of a claim by an indemnified party, the Contractor shall have an opportunity to participate in the defense of such claim and any negotiated settlement agreement or judgment. The indemnified party shall not be liable for any costs incu rred 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

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P a g e o f the Contractor in the performance of a Contract until possession, ownership and full legal title to the deliverables are transferred to and accepted by MassDOT.

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 juri sdiction thereof. MassDOT, 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) or other mediation service 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 Terms and Conditions, 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, enforced to the fullest extent permitted by law. All amendments must be executed by the parties in accordance with Section 1. of these 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 MassDOT, which incorporates by reference these 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 Terms and Conditions, the Standard Contract Form, MassDOT'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 t o law or regulation.

IN WITNESS WHEREOF, The Contractor certifies under the pains and penalties of perjury that it shall comply with these Terms and Conditions for any applicable Contract executed with MassDOT as certified by the authorized signatory below:

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CONTRACTOR AUTHORIZED SIGNATORY: ________________________________________________________________________ (signature)

Print Name: ____________________________________________________

Title: _________________________________________________________ Date: _________________________________________________________

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Full Legal Organization or Individual Name: ___________________________________________________________________________ Doing Business As: Name (If Different): ______________________________________________________________________________

Tax Identification Number: ____ ____ ____ ____ ____ ____ ____ ____ ____

Address:

Telephone:

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INSTRUCTIONS FOR FILING THE MASSDOT TERMS AND CONDITIONS

A “Request for Verification of Taxation Reporting Information” form (Massachusetts Substitute W-9 Format), that contains the Contractor's correct TIN, name and legal address information, must be on file with the Office of the

Comptroller. If the Contractor has not previously filed this form with the Comptroller, or if the information contained on a previously filed form has changed, please fill out a W-9 form and return it attached to the executed MASSDOT

TERMS AND CONDITIONS.

If the Contractor is responding to a Request for Response (RFR), the MASSDOT TERMS AND CONDITIONS must be submitted with the Response to RFR or as specified in the RFR. Otherwise, Departments or Contractors must timely submit the completed and properly executed MASSDOT TERMS AND CONDITIONS (and the W-9 form if applicable) to the: Payee and Payments Unit, Office of the Comptroller, 9th Floor, One Ashburton Place, Boston, MA 02108 in order to record the filing of this form on the MMARS Vendor File. Contractors are required to execute and file this image2.jpeg image1.png image1.emf

Federal Clauses_Certs.docx

Federal Clauses

Fly America Requirements

Applicability – all contracts involving transportation of persons or property, by air between the U.S. and/or places outside the U.S. These requirements do not apply to micro-purchases ($3,000 or less, except for construction contracts over $2,000).

Contractor shall comply with 49 USC 40118 (the “Fly America” Act) in accordance with General Services Administration regulations 41 CFR 301-10, stating that recipients and subrecipients of Federal funds and their contractors are required to use US Flag air carriers for US Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a US flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. Contractor shall include the requirements of this section in all subcontracts that may involve international air transportation.

Cargo Preference

Contracts involving equipment, materials or commodities which may be transported by ocean vessels. These requirements do not apply to micro-purchases ($3,000 or less, except for construction contracts over $2,000). Contractor shall: a. use privately owned US-Flag commercial vessels to ship at least 50% of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners and tankers) involved, whenever shipping any equipment, material or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for US flag commercial vessels; b. furnish within 20 working days following the loading date of shipments originating within the US or within 30 working days following the loading date of shipments originating outside the US, a legible copy of a rated, "on-board" commercial bill-of-lading in English for each shipment of cargo described herein to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the recipient (through contractor in the case of a subcontractor's bill-of-lading.); c. include these requirements in all subcontracts issued pursuant to this contract when the subcontract involves the transport of equipment, material or commodities by ocean vessel.

Energy Conservation

All Contracts except micro-purchases ($3,000 or less, except for construction…