Financial Literacy Curriculum - Response Template - Final.doc

[Insert Company Name]

[Company name]

Response to

Commonwealth of Massachusetts Office of the Treasurer and Receiver General Request for Qualifications for

Financial Literacy Curriculum Materials and Related Services

(19-TRE-Financial Literacy Curriculum RFQ)

Submitted on [date of submittal]

Response Due Date March 7, 2019 at 4:00 PM EDT

Response Checklist

Template

Page Number

Appendix A to the Disclosure Statement

General Instructions – MUST BE FOLLOWED

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

Do not change the order of the forms or documents when providing a response.

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

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

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

Cover Letter Instructions

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

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

Cover Letter

[Insert Company Logo if desired]

Respondent Name:

Respondent Address:

Name of Primary Contact:

Title of Primary Contact:

Address of Primary Contact:

Phone Number of Primary Contact:

Email Address of Primary Contact:

Confirmation of Key RFQ Requirements

Instructions: Checking the boxes below confirms acceptance of these proposal commitments. Any unchecked items can be considered grounds for elimination from this procurement. This form needs to be signed by a person listed on the Contractor Authorized Signature Verification form – e.g., a person who has authority to legally bind the Respondent.

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

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

Signature:

Name:

Title:

Date:

Executive Summary

Instructions: Provide a free-form summary not to exceed three (3) single-sided pages for financial literacy curriculum, related products, services and/or materials, which the Respondent is proposing to provide.

Executive Summary. Please submit an Executive Summary of the Respondent’s proposal consisting of not more than three single-sided pages that summarize the contents of the Response with the Respondent’s name located on the top of the page. The Executive Summary should be attached to the Cover Letter.

Statement of Minimum Qualifications

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

Minimum Qualifications

· The Respondent and the members of the Respondent’s proposed team must not have any conflicts of interest with the Treasury.

Signature:

Name:

Title:

Date:

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

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

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

· Corporate Good Standing: Respondent is in good standing in our state of incorporation / organization and has complied with all filing requirements of the state of incorporation / organization. If the state of incorporation / organization is not Massachusetts, Respondent agrees to comply with all filing requirements of the Secretary of the Commonwealth within thirty days of contract award if selected.

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

· Pending Litigation (None): There are no pertinent judgments, criminal convictions, investigations or litigations pending against Respondent or any of its officers, partners, or employees of which Respondent is aware. The Office of the State Treasurer and Receiver General reserves the right to reject a response based on this information. If separate responses are required for different divisions or subsidiaries of the Respondent, the Respondent must submit a separate response for each division or subsidiary.

· Pending Litigation (Yes): Respondent is aware of the following pertinent judgments, criminal convictions, investigations and/or litigations pending against Respondent and/or any of Respondent’s officers, partners, or employees.

[List and detail any pending litigation here.]

The Office of the State Treasurer and Receiver General reserves the right to reject a response based on this information. If separate responses are required for different divisions or subsidiaries of the Respondent, the Respondent must submit a separate response for each division or subsidiary.

· Compliance with RFQ Requirements: Respondent agrees to meet every specification, requirement or condition set forth in the RFQ.

· Cease and Desist: If selected for any services solicited through this RFQ, the Respondent agrees to immediately notify the Office of the State Treasurer and Receiver General of any cease and desist order issued.

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

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

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

· Respondent warrants that all of the information it provides in its response to the RFQ is true and correct and does not omit any pertinent facts or information that is responsive.

· Respondent warrants that it will not delegate its responsibilities assumed under the Contract without prior written approval from the Treasury.

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

· Respondent warrants that it meets all of the Minimum Qualifications applicable to the Respondent and the services for which it has sought to be considered under this RFQ.

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

Signature:

Name & Title:

Respondent:

Date:

COMMONWEALTH OF MASSACHUSETTS

OFFICE OF THE STATE TREASURER AND RECEIVER GENERAL

Disclosure Statement Instructions: Respondents seeking to provide services pursuant to this RFQ must complete a disclosure statement providing complete and accurate responses to the questions below. Respondents selected to be pre-qualified to provide the services pursuant to the RFQ have a continuing obligation to update responses to these questions, in writing, immediately upon any change to such responses. The questions in this Disclosure Statement should be read broadly, and any perceived ambiguity should be resolved in favor of disclosure. Any questions concerning the disclosures required should be directed to the Office of the State Treasurer and Receiver General.

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

1.

Describe in detail Respondent’s organizational structure, and identify any controlling stockholders, parents, subsidiaries, affiliates, partners, general partners or principals (all such individuals or entities hereinafter collectively referred to as the “firm”).

[Insert response here.]

2.

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

[Insert response here.]

3.

Aside from the services described in the RFQ, describe any services provided by the Respondent to the Commonwealth.

[Insert response here.]

4.

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

[Insert response here.]

5.

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

[Insert response here.]

6.

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

a) Obtaining the engagement; or

b) Performing the services required by the engagement?

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

a) The name and address of such individual or entity;

b) A description of the assistance provided; and

c) The compensation or benefit.

[Insert response here.]

7.

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

a) Any trust, board, commission or authority of which the Treasurer is a member or trustee by virtue of her office; or

b) The Commonwealth of Massachusetts or its political subdivisions?

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

a) The name and address of such individual or entity;

b) A description of the relationship, arrangement or agreement; and

c) The compensation shared.

[Insert response here.]

Signed under the penalties of perjury this _______day of ________________, 2019.

Name:

(Print)

Signature:

Title:

Appendix A to the Disclosure Statement

TREASURER’S PRINCIPAL BOARDS, COMMISSIONS AND AUTHORITIES*

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

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

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

4. Board of Bank Incorporation – M.G.L. c. 26, § 5

(Division of Banks and Loan Agencies)

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

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

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

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

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

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

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

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

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

14. Not-for-Profit Defined Contribution Committee – M.G.L. c. 29, § 64E

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

I. Questionnaire – Respondent Background and General Information All Respondents must provide answers to the following questions. The written response shall be limited to 15 pages, double-sided (a total of 30 single-sided page equivalent).

1. Briefly describe Respondent’s background, size, organizational structure, location of staff and offices and company history.

2. Within the last five (5) years, has Respondent or any individual in its employ, ever been disciplined or censured by any regulatory or administrative body or board? If so, describe the principle facts.

3. Within the last five (5) years, has Respondent or any individual in its employ, been involved in litigation (actual or threatened) or other legal proceedings (i.e., administrative or ethics board) or been subject to suspensions, revocations or reprimands relating to the provision of services? If so, provide an explanation and indicate the current status or disposition.

4. Identify all public-sector clients who have terminated their working relationship with Respondent in the past five (5) years and provide a brief statement of your understanding of the reasons for their doing so. Provide contact information for a responsible party (e.g., staff or board member) with each such client.

5. Please provide three (3) references that use the services sought in this RFQ or that use a similar service provided by the Respondent.

II. Questionnaire- Financial Literacy Products and Services All Respondents must provide answers to the following questions. The written response shall be limited to 15 pages, double-sided (a total of 30 single-sided page equivalent).

Background: Office of Economic Empowerment Program Descriptions

College Savings Accounts: Beginning in January 2020, every child born or adopted by Massachusetts residents will be eligible to receive a $50 seed deposit when families open a UFund 529 college savings account through the program. This new expansion program aims to increase the percentage of children saving for higher education in Massachusetts, deliver high-quality financial education programming to families, building a culture centered on saving for the future and employing prudent budget management, and Boost postsecondary enrollment and graduation rates for Massachusetts students by fostering aspirations of higher education for economically vulnerable and disadvantaged children.

Incorporated into the expansion program will include financial education topics for participating families. Concepts such as: understanding a 529 account; creating a direct deposit; saving for higher education; the benefits of a 529 account; and preparing your child for college will be some of the subject matters that will be offered. The hope is to engage families through online and digital platforms.

Women’s Economic Empowerment Series: The Women’s Economic Empowerment Series (WEES) is a program that brings workshops on financial education and salary negotiation to communities across Massachusetts. The workshops are free and open to the public and tailored to the unique financial needs and workplace situations women encounter. OEE is exploring launching a digital financial education curriculum to compliment the in-person WEES workshops.

Additionally, OEE is exploring financial education programming targeted towards victims and survivors of domestic and sexual violence, as well as advocates who work directly with this population.

Seniors: The Senior Fraud and Scam Prevention Workshop is presented by the Office of Economic Empowerment. The workshop is free, open to the public, and informed by the Federal Deposit Insurance Corporation’s (FDIC) Money Smart for Older Adults curriculum. The workshops help older adults learn strategies to prevent exploitation and effectively manage their personal funds. Additionally, the workshops help attendees prepare for financial disasters and guard against identity theft. Currently, our workshops have covered fraud and scam prevention. In the future, our office would like to add healthcare financing and retirement readiness to the curriculum

Operation Money Wise: Operation Money Wise is a grant opportunity offered by the Office of Economic Empowerment in collaboration with the Division of Banks to increase the capacity of direct service providers to deliver financial education about topics that most commonly affect the Military, Veteran, Family and Survivor Community (MVSFC) within Massachusetts. Grantees include nonprofit organizations, public agencies and higher education institutions who deliver programming that empowers their participants to make informed financial decisions. Since the inception of Operation Money Wise in 2016, over 2,200 members of the military have received programming ranging from the basics of budgeting to the details of the numerous benefits offered to veterans. This grant opportunity allows organizations to use their knowledge and expertise to design a program that would best serve their community.

Topics Covered:

- Managing debt

- Repairing credit

- Planning for retirement

- VA Benefits (including: VA Home Loan, tax benefits, higher education, etc.)

- Basic budgeting A. Financial Literacy Curriculum, Related Products, Services and/or Materials

1. Identify and describe the curriculum, related product(s), service(s) and/or material(s) that Respondent proposes in response to this RFQ. Please specify which OEE program or programs Respondent envisions supplementing.

2. For the provision of services, please identify the proposed service, key personnel that would be assigned to provide the services sought in this RFQ. Include names, titles and field of expertise. Include a description of their job functions, years of related experience and years with the Respondent, as well as any relevant licenses, certifications, special credentials, or special industry designations held related to the provision of the services sought in this RFQ.

3. Attach as part of an appendix to the proposal a resume for all individuals and key personnel, who will perform services under this contract. Provide a summary of each individual’s experience generally and in relation to the RFQ scope of services. Respondents should indicate each individual’s experience in working with private and public-sector clients.

B. Experience

1. Describe the Respondent’s overall experience and qualifications in providing the above financial literacy curriculum, related products, materials and/or services.

2. Describe the Respondent’s experience in developing and providing curriculum, related products, materials and/or services within the past three (3) years. Indicate the type(s) of curriculum, related products, materials and/or services that Respondent has developed or provided.

C. Product/Materials Sample

Please provide a work sample that is representative of the abilities of the organization or individual providing the financial literacy curriculum, materials and/or services. The sample should be a pre-existing document, which illustrates the individual or organization’s ability to develop or provide products or services on a topic relevant to the products and services to which the Respondent is applying. The work sample should total no more than 20 double-sided pages in length.

Mandatory Forms and Supporting Material

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

Commonwealth Terms and Conditions

Instructions: The Commonwealth Terms and Conditions shall be incorporated by reference into any contract for services executed pursuant to this RFQ. Complete all blanks and required information fully and accurately without modification. Click on the link below to open a copy of the Commonwealth Terms and Conditions Form. Fill in 2nd page blanks. Please ensure you sign the form. This form cannot be changed or modified. This form must be signed as is. If Respondent takes exceptions to anything in this contract document the exception should be clearly identified in the cover letter. However, this form cannot be modified in any way. The Treasury will evaluate as part of the evaluation process a Respondent’s compliance with these terms and discuss with the Respondent if in the opinion of the PMT the exception is not a cause for disqualification.

Standard Contract Form

Instructions: This must be executed in order to be awarded a contract. This form must be completed and returned as part of the Respondent’s RFQ response. This document shall not become a final contract unless and until the Office of the State Treasurer and Receiver General accepts the Respondent’s response and the Standard Contract Form is executed by the Office of the State Treasurer and Receiver General. Click on the link below to open a copy of the Standard Contract Form. Fill in boxes highlighted in yellow. Please ensure you sign the form. This form cannot be changed or modified. This form must be signed as is. If Respondent takes exceptions to anything in this contract document the exception should be clearly identified in the cover letter. However, this form cannot be modified in any way. The Treasury will evaluate as part of the evaluation process a Respondent’s compliance with these terms and discuss with the Respondent if in the opinion of the PMT the exception is not a cause for disqualification.

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

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

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

Taxpayer Services Division, Certificate Unit

Department of Revenue

PO Box 7066

Boston, Massachusetts 02204

(617) 887-6550

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

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

Simplified Instructions/Clarifications:

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

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

· If requested via FAX Respondent must provide 2 things:

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

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

· If you requested via the MA DOR Website at https://www.mass.gov/how-to/request-a-certificate-of-good-standing-tax-compliance-or-a-corporate-tax-lien-waiver Respondent only need to provide a screenshot or copy of the request confirmation showing the request number

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

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

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

Treasury Supplier Diversity Program Instructions: Respondents are required to fill in and submit this form even if they choose not to participate in the program. If a Respondent does not wish to participate they should fill in Part I of the form only and sign the form. Respondents are welcome to cross out the other parts of the form to make it clear that they are not participating. Respondents are not obligated to participate in this program. However, 5% of the scoring points are allocated to a high quality TSDP.

A link for the TSDP response form is located below. Provide this form (page 1 only) along with Respondent’s response in this section. Respondent’s Supplier Diversity Program Plan must include a copy of the Supplier Diversity Office (“SDO”) certification of each Minority Business Enterprise (MBE), Women Business Enterprise (WBE), Veteran Business Enterprise (VBE), and/or Portuguese Business Enterprise (PBE) company listed for consideration. A certified Respondent may not list itself as being a Supplier Diversity Program Partner to its own company. This form is NOT the same as the SDO certification of the Respondent’s company.

Invest in Massachusetts Plan

Instructions: Respondents are required to fill in and submit this form even if they choose not to participate in the program. If a Respondent does not wish to participate they should fill in Part I completely and in Part II check the “no” box. Respondents are welcome to cross out the other parts of the form to make it clear that they are not participating. Respondents are not obligated to participate in this program. However, 5% of the scoring points are allocated to a high quality Invest in Massachusetts plan.

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

EMBED Word.Document.8 \s Certificate of Non-Collusion Instructions: A link to the Certificate of Non-Collusion response form is located below. Insert a signed version of this form here (either as a pasted image or as a hardcopy).

EFT Form

All Respondents responding to this RFQ must agree to participate in the Commonwealth Electronic Funds Transfer (EFT) program for receiving payments.

Successful Respondents, upon notification of contract award, will be required to enroll in EFT as a contract requirement by completing and submitting the Authorization for Electronic Funds Payment Form to the Treasury for review, approval and forwarding to the Office of the Comptroller. If the Respondent is already enrolled in the program, it may so indicate in its response.

Cost Response This response section MUST be submitted in a separate document from the prior pages in a separate sealed envelope.

Instructions:

· All figures are to be expressed in actual $US dollars.

· Any assumptions, caveats or other bounds or limitations on the pricing submitted are to be explicitly stated in the separately submitted cost proposal only. Any inclusion of pricing or pricing related limitations in the questionnaire or technical response may result in disqualification.

Cut and Paste the following into a separate document.

[Company name]

COST RESPONSE

Commonwealth of Massachusetts Office of the Treasurer and Receiver General Request for Qualifications for

Financial Literacy Curriculum Materials and Related Services (19-TRE-Financial Literacy Curriculum RFQ) Submitted on [date of submittal]

Cost Proposal The Treasury requests that each Respondent submit the costs and/or rates at which the applicable individual would provide services and/or materials to the Treasury over the next four (4) years from the date of any pre-qualification.

Please note that ultimate cost is subject to negotiation at the time of retention for specific products, materials or services, however these costs and rates may serve as a starting point for each future engagement’s negotiation process.

Using the chart below as an organization guide, please provide the hourly rates for each person identified as part of the proposed services, including partners, associates, and/or other administrative professionals.

A. Hourly Rates (if applicable):

B. Cost: Respondents are encouraged to submit other billing structures, including but not limited to fixed rates for certain products, materials, or services.

Name of Respondent

Date

Signature (Authorized Signatory)

Title The person signing the proposal documents must be listed here.

This signature must be one of these corporate officers and the form must be notarized.

� The term “Treasury” includes the following departments, divisions, boards, trusts, and commissions: Defined Contribution Plans Division, Unclaimed Property Division, Cash Management Department, Debt Management Department, Veterans’ Bonus Division, Massachusetts State Board of Retirement, Massachusetts State Lottery Commission (“MSLC”), Pension Reserves Investment Management Board, Massachusetts School Building Authority, Massachusetts Clean Water Trust (formerly known as the Water Pollution Abatement Trust), Alcoholic Beverage Control Commission, and Office of Economic Empowerment.

� Respondents are also advised that the Treasury will not pay for electronic research, photocopy costs, long distance calls, overtime charges or travel expenses. Treasury will not pay for travel, lodging, meals, or similar costs.

_1611576696/comm-termsconditions.pdf

COMMONWEALTH TERMS AND CONDITIONS

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This Commonwealth Terms and Conditions form is jointly issued by the Executive Office for Administration and Finance (ANF), the Office of the Comptroller (CTR) and the Operational Services Division (OSD) for use by all Commonwealth of Massachusetts (“State”) Departments and Contractors. Any changes or electronic alterations by either the Department or the Contractor to the official version of this form, as jointly published by ANF, CTR and OSD, shall be void. Upon execution of these Commonwealth Terms and Conditions by the Contractor and filing as prescribed by the Office of the Comptroller, these Commonwealth Terms and Conditions will be incorporated by reference into any Contract for Commodities and Services executed by the Contractor and any State Department, 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 the Department, programs provided or other commitments authorized under a Contract. A deliverable shall include any tangible product to be delivered as an element of performance under a Contract.

The Commonwealth is entitled to ownership and possession of all deliverables purchased or developed with State funds. Contract shall mean the Standard Contract Form issued jointly by ANF, CTR and OSD.

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

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

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

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

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

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

7. Record-keeping And Retention, Inspection Of Records. The Contractor shall maintain records, books, files and other data as specified in a Contract and in such detail as shall properly substantiate claims for payment under a Contract, for a minimum retention period of 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. The Department shall have access, as well as any parties identified under Executive Order 195, during the Contractor’s regular business hours and upon reasonable prior notice, to such records, including on-site reviews and reproduction of such records at a reasonable expense.

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

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

10. Affirmative Action, Non-Discrimination In Hiring And Employment. The Contractor shall comply with all federal and state laws, rules and regulations promoting fair employment practices or prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be demoted, discharged or otherwise subject to discrimination in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation or for exercising any rights afforded by law. The Contractor commits to purchasing supplies and services from certified minority or women-owned businesses, small businesses or businesses owned by socially or economically disadvantaged persons or persons with disabilities.

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

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

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

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

COMMONWEALTH TERMS AND CONDITIONS

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14. Forum, Choice of Law And Mediation. Any actions arising out of a Contract shall be governed by the laws of Massachusetts, and shall be brought and maintained in a State or federal court in Massachusetts which shall have exclusive jurisdiction thereof. The

Department, with the approval of the Attorney General's Office, and the Contractor may agree to voluntary mediation through the Massachusetts Office of Dispute Resolution (MODR) of any Contract dispute and will share the costs of such mediation. No legal or equitable rights of the parties shall be limited by this Section.

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

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

CONTRACTOR AUTHORIZED SIGNATORY:_________________________________________________________________________ (signature)

Print Name: ____________________________________________________

Title: __________________________________________________________

Date: __________________________________________________________

(Check One): _______ Organization ________ Individual

Full Legal Organization or Individual Name: ___________________________________________________________________________

Doing Business As: Name (If Different): _______________________________________________________________________________

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

Address: _______________________________________________________________________________________________________

Telephone: _______________________________________ FAX: _______________________________________________________

INSTRUCTIONS FOR FILING THE COMMONWEALTH 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 COMMONWEALTH TERMS AND CONDITIONS.

If the Contractor is responding to a Request for Response (RFR), the COMMONWEALTH 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 COMMONWEALTH 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 form only once.

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COMMONWEALTH OF MASSACHUSETTS

CONTRACTOR AUTHORIZED SIGNATORY LISTING

CONTRACTOR LEGAL NAME :

CONTRACTOR VENDOR/CUSTOMER CODE:

Issued May

INSTRUCTIONS: Any Contractor (other than a sole-proprietor or an individual contractor) must provide a listing of individuals who are authorized as…