IFB 113-25 Bid Document.docx

MASSACHUSETTS BAY TRANSPORTATION AUTHORITY

INVITATION FOR BIDS

IFB NO: 113-25

CYLINDER GASES: OXYGEN, ACETYLENE, ARGON, ARGON/CO2, CARBON DIOXIDE, LIQUID NITROGEN, LIQUID OXYGEN, NITROGEN, OXYGEN, PROPANE, AND TRI-GAS Date Issued: July 16, 2025

Bid Responses will be accepted through COMMBUYS.

IFB: 113-25 - 27 - Non - Federal – Goods & Services - Rev. 3/22/2022 Project Name: Cylinder Gases: Oxygen, Acetylene, Argon, Argon/CO2, Carbon Dioxide, Liquid Nitrogen, Liquid Oxygen, Nitrogen, Oxygen, Propane, and Tri-Gas Contents

Introduction The Massachusetts Bay Transportation Authority (“MBTA” or “Authority”) seeks to establish a committed source for the supply of cylinder gases: Oxygen, Acetylene, Argon, Argon/CO2, Carbon Dioxide, Liquid Nitrogen, Liquid Oxygen, Propane, and Tri-Gas 90 Helium – 7.5 Argon – 2.5 Carbon Dioxide over a 1 year period, for all MBTA locations. There could be other unlisted gases and additional locations added in the future. The MBTA does not own its own cylinders; therefore, the contractor shall provide contractor-owned cylinders. To assist the MBTA in this effort, the Authority is issuing this Invitation for Bid (“IFB”) to solicit proposals (“Bids”) from qualified Bidders who can meet the project requirements stated herein.

Bids will not be publicly opened for this procurement. The buyer responsible for this procurement will post an Initial Bid Summary Form to COMMBUYS within two business days of the due date that will detail the number of bids received, each Bidder’s name, and the bid amount for bidders and the public to view.

For all inquiries, please contact the following point of contact and list the IFB number:

Buyer: Ian Atherton Email:

Requirements – General The MBTA aims to purchase Cylinder Gases over multiple orders; the quantities included are estimates of the MBTA’s three-year (3) cylinder gas requirements. There is no express or implied guarantee that these quantities will be purchased.

Contractor Owned Cylinders This section applies to contractor owned cylinders that are provided under this contract. Cylinders and other containers for gaseous and liquid forms of gases must be compliant with OSHA’s requirements for GHS (Globally Harmonized System of Classification of Labeling Chemicals) with standardized labeling and safety data sheets (SDS).

The contractor shall ensure all gas cylinders are in acceptable, safe condition before delivery.

Shoulder Label Example:

Valves shall comply with the Compressed Gas Associates Standard for Compressed Gas Cylinder Valves CGA V-9 "Standard for Compressed Gas Cylinder Valve Outlet and Inlet Connections." Valve protection caps for cylinders designed to receive such caps shall be securely attached to the cylinders in a manner to protect the valves from injury during transit and delivery to the purchaser's receiving area. Refer to 49 CFR 173.301(g).

Color Coding: All cylinders shall be color coded in accordance with the Compressed Gas Association CGA C-7, Guide to Classification and Labeling Compressed Gases.

The contractor shall be responsible for all testing required by regulation of contractor owned cylinders at no additional cost to the MBTA.

The contractor’s price for Cylinder Gases; Acetylene, Argon, Argon/CO2, CO2, Liquid Nitrogen, Liquid Oxygen, Nitrogen, Oxygen, Propane, Tri-Gas; 90 Helium – 7.5 Argon – 2.5 Carbon Dioxide, includes the furnishing of, at no additional cost, all services which are required at each filling of a cylinder to comply with applicable regulations, specifications, and normal good practices. Such services are of the type normally provided in the supply of cylinder gases, and shall include, but not be limited to: tags indicating cylinder is "Full," In Use," or "Empty"; inspection, testing, evaluation, and cleaning services required at every filling; pin-indexing, when required, and attachment of MBTA-furnished warning tags. In addition to services listed in this paragraph, the contractor is responsible for all maintenance and testing of contractor-owned cylinders.

Delivery And Cylinder Storage Area Evaluation Cylinder Gases are ordered by and delivered to the MBTA. The contractor shall deliver cylinder gases within the timeframe specified for each facility. All delivery options include the pickup and return of empty cylinders to the contractor’s location.

Cylinders will be replaced with cylinders filled to the maximum functional capacity at each delivery unless otherwise specified in the facility requirements or as agreed upon in a written document signed and dated by the facility representative supervising the delivery.

At the time of delivery, the contractor shall perform a visual assessment of the MBTA cylinder storage area, and report safety-related deficiencies to the MBTA Safety Department. i.e., combustible materials, and sources of heat or ignition within 20 feet of the storage area, lack of signage, incompatible gases being stored together, cylinders not properly secured, missing caps etc.

The contractor shall replace damaged and/or missing cylinder shoulder labels in the MBTA cylinder storage area in accordance with the following guidelines:

The contractor shall replace damaged shoulder labels that are still legible and affix a new shoulder label to the cylinder.

The contractor shall verify the contents of cylinders with missing or illegible shoulder labels and affix the correct hazard label to the shoulder of the cylinder.

If the contents of a cylinder cannot be verified onsite, the contractor will notify the MBTA Environmental Department and coordinate the removal of the cylinder from MBTA property by the contractor.

1.3.5 The contractor shall notify the MBTA Environmental Department of the presence of cylinder(s) in the storage area showing signs of physical damage (e.g., rust, bent valves, dents, or visible/audible leaking), corrosion, and coordinate the removal of the cylinder(s) from MBTA property by the contractor.

At the time of each delivery, contractor must provide a legible signed and dated written document that identifies the type of cylinder picked up, the type of cylinder dropped off, and the quantity delivered. This document must be counter-signed by the facility representative supervising the delivery.

Emergency delivery will be provided within 24 hours after receipt of MBTA notification. Contractor must respond to the facility by either telephone or email within one hour to confirm receipt of emergency notification to ascertain the nature of the emergency. Emergency status is determined by the MBTA when conditions warrant.

Quality Assurance Specifications and Requirements All Cylinder Gases: Acetylene, Argon, Argon/CO2, CO2, Liquid Nitrogen, Liquid Oxygen, Nitrogen, Oxygen, Propane, Tri-Gas; 90 Helium – 7.5 Argon – 2.5 Carbon Dioxide, shall be manufactured, processed, packed, transported, and stored according to OSHA standards (29 CFR 1910).

Certificate of Analysis (COA) When required, a Certificate of Analysis (COA) must be provided documenting the performance of an analysis of the liquid product upon each delivery. The COA must be dated, include a traceable lot number specific for the product being delivered, signed by the analyst that performed the analysis, and printed on the provider's official document. The analysis must be in units of ppm.

Applicable Regulations & Standards The contractor is responsible for ensuring that all products, equipment, and services provided under the contract are in compliance with applicable Federal, state, and local regulations. If applicable, the editions in effect as of the date of this solicitation are listed. Contractor is responsible for remaining compliant with any future revisions that are effective at the time of contract performance.

Ordering Requirements Authorized MBTA individuals only, authorization provided by MBTA procurement. All orders will be accompanied by an MBTA Purchase Order number.

Delivery Requirements Most deliveries will be to the following Massachusetts Bay Transit Authority (MBTA) locations. However, this contract is for ALL MBTA locations; deliveries to other locations in the greater Boston area will be required infrequently.

Safety Vests are required for all delivery personnel while unloading, pallets, crates, etc.

All deliveries must include a packing list with the items delivered, quantities, and the MBTA Purchase Order number provided at the time of order.

Invoicing and Payment Contractors must have a detailed invoice system that shall include the Contractor Name, Contractor “Remit To” Address, Contractor Invoice Number, Invoice Date, MBTA Purchase Order Number, MBTA Contact Name, MBTA Contact Information, MBTA Contact Department, Payment Due Date, Payment Terms and Discounts, No Sales Tax for Tax-Exempt Goods/Services, Description of Goods/Services Delivered (per purchase order), Quantity Delivered by Line Item, Cost Per Item and Extended Cost, Freight Charges (per the purchase order), Total Amount Due (should agree with the purchase order amount), and Special Terms (or any additional information needed for accurate payment processing), provided at the time of order. Payment will be Net 30 by ACH.

Reporting On a quarterly basis, successful bidder (s) will produce an electronic report of items delivered to each MBTA location under this contract. Including ship to location, item number, description, quantity, price, and purchase order number.

Instructions to Bidders Procurement Method This IFB will be launched and managed via COMMBUYS. Instructions for log-in and use of COMMBUYS are described in reference material on the website and at http://www.mass.gov/anf/docs/osd/forms/instructions-for-vendors-responding-to-bids.docx Bidders may also contact the COMMBUYS Helpdesk at COMMBUYS@state.ma.us or the COMMBUYS Helpline at 1-888-MA-STATE. The Helpline is staffed from 8:00 a.m. to 5:00 p.m. Monday through Friday (Eastern Time), except on federal, state, and Suffolk county holidays.

It is the responsibility of Bidders to maintain an active registration in COMMBUYS with a current email address and to monitor that email inbox for communications from the MBTA, including responses to Bidder questions. The MBTA and the Commonwealth assume no responsibility if a Bidder’s designated email address is not current, or if technical problems, including those with Bidder’s computer, network, or internet service provider (“ISP”) cause email communications sent to or from Bidder and the MBTA to be lost or rejected by any means including email or spam filtering.

Bidder shall review and study all documents thoroughly and report any discrepancies, omissions, technical queries, or other clarifications via COMMBUYS.

Questions and clarification requests submitted by Bidder will, together with MBTA’s response be made available to all Bidders via COMMBUYS.

Pre-Bid Conference There will be no Pre-Bid Conference for this procurement.

Due Date and Delivery Instructions Bids are due by: 6/12/2025at 2:00 PM, EST / EDT, for the work described herein. Bidder is required to prepare and submit all required documents to MBTA electronically via COMMBUYS. Bids will not be publicly opened for this procurement.

Bidders are required to submit a Bid including all Bid forms contained in this package. Bidders shall complete the Enclosure 1 – Bid Cover Letter and complete the check boxes to indicate the bid documents that constitute their bid.

Note: Bid packages that do not follow instructions above may be disqualified.

Late Submissions, Modifications and Withdrawals of Offers Late Bids will not be accepted.

Any modification of an offer, except a modification for “best and final” offer, is subject to the same conditions stated in this solicitation. At any time after submission of proposals and prior to the final selection of Bidders for contract negotiation or execution, the MBTA shall have the option to provide Bidders with an opportunity to provide a “best and final” offer and may limit the number of Bidders selected for this option.

Modification resulting from a request for “best and final” offer received after the time and date specified in the request will not be considered. “Best and final” offers will be accepted by email to the designated buyer.

Bids may be withdrawn only by written notice sent to the Authority at any time before award. In the case of Bid withdrawals or late Bids the MBTA will archive the Bid materials and will not return them to the Bidder.

Clarifications of Specifications Any request for clarification to, or relief from, the specifications, must be submitted the “Bid Q&A” tab in COMMBUYS. Such comments and questions may be submitted up to one week prior to the due date listed in Section 2.3 and shall: (i) identify the document; (ii) identify the relevant section number and page number) or, if it is a general question, indicate so; and (iii) not identify the Bidder in the body of the question or contain proprietary or confidential information. Questions submitted in any other format or method than that described above will not be considered.

Responses to requests for clarification or questions will be provided in writing and issued by the MBTA via COMMBUYS. In addition, the MBTA reserves the right to, in its sole discretion, not answer all questions submitted by Bidders.

It is the Bidder’s responsibility to verify the MBTA’s receipt of questions and clarification requests.

Should the MBTA make changes to any specification, stipulation, requirement, or procedure, notification will be made to all Bidders in the form of written Addenda. No officer, agent, or employee of the MBTA is authorized to amend any provision contained in this solicitation, including the specifications, unless such amendment is issued as an Addendum and sent to all Bidders. If this solicitation is modified by an amendment, then all terms and conditions that are not modified remain unchanged.

MBTA Standard Contract and Terms & Conditions Bidders shall review and sign Section 7.1 MBTA Standard Contract Terms and Conditions to submit with their bid. Bidders do not sign Section 7 Massachusetts Bay Transportation Authority Standard Contract upon submission of their bid. When the MBTA plans to award a contract, the MBTA buyer will fill out Section 7 Massachusetts Bay Transportation Authority Standard Contract and send it to the successful bidder for signature. See Section 6 MBTA Standard Contract and Terms and Conditions Instructions for Vendors for further details.

The MBTA does not encourage attempts to negotiate the Section 7.1 Massachusetts Bay Transportation Authority Standard Contract Terms & Conditions. Many of these provisions are required by law; others are longstanding MBTA policy / practice. Accordingly, Bidders / proposers should only redline or object to provisions that they find absolutely unacceptable. Any rejection or modification of these provisions may disqualify a Bid / proposal as being non-responsive or non-compliant.

Collusion The Bidder understands that any Bid submitted to the MBTA is made without collusion with any other Bidder submitting a Bid on the same commodity / service and is in all respects fair and without fraud.

Prices Each Bid must contain the unit price(s) / rate(s) or lump sum price, extended price(s), and the grand total of the Bid. Bidders shall submit their pricing using Form B: Requested Goods & Services Pricing Form. The unit price / rate shall prevail in case of an error in price extension. Prices submitted shall be valid throughout the Acceptance Period (see Section 2.10 Acceptance Period).

Alternative Bids Alternative Bids will not be accepted for this solicitation.

Acceptance Period The Authority requires a minimum Acceptance Period of at least one hundred and twenty (120) calendar days. In case the MBTA requires an extension, the MBTA will notify all Bidders accordingly. “Acceptance Period” for purposes of this solicitation means the number of calendar days available to the MBTA for awarding a contract based on the Due Date specified in this solicitation for receipt of Bids.

Eligible Entities Any contract resulting from this Bid will be open for use by all MassDOT Divisions.

Delivery Terms

0. Bid prices must be inclusive, but not restricted to, all freight, packaging, handling, taxes, and duties for delivery. Most deliveries will be to the following Massachusetts Bay Transit Authority (MBTA) locations. However, this contract is for ALL MBTA locations; deliveries to other locations in the greater Boston area will be required infrequently.

For U.S. domestic deliveries, Bid prices must include F.O.B. destination with freight charges paid by Bidder. For cross border deliveries, Bid prices must include D.D.P. (Incoterms 2010).

Pre-contractual Expenses The MBTA shall not be liable for any pre-contractual expenses incurred by the Bidder in the preparation of its proposal. The Bidder shall not include any such expenses as part of its proposal. Pre-contractual expenses are defined as expenses incurred by the Bidder including but not limited to preparing its Bid in response to this solicitation, submitting its Bid to the MBTA, negotiating with the MBTA any matter related to this Bid, inspection, testing, shipping, and return shipping of proposed goods samples, or any other expenses incurred by the Bidder prior to date of award, if any, of the Agreement.

Tax Exemption The MBTA is exempt from Federal Excise Tax, including Transportation Tax, and will furnish properly executed tax exemption certificates upon request. The MBTA is also exempt from Massachusetts State Sales Tax — Exemption Number E-042-323-989. Such taxes should not be included in Bid prices.

The Bidder alone shall be responsible for payment of all federal, state and local taxes of all types and kinds applicable to such fees incurred under this Agreement.

Insurance The insurance policies that the successful bidder shall carry are outlined in the attached MBTA Minimum Insurance Requirements document with this solicitation. The attachment will be included with the solicitation posting on COMMBUYS. The successful bidder shall submit proof of insurance for the requirements detailed at the time of submitting their bid. If in the case they are not available at the time of preparing their Bid, the successful bidder certifies that they will carry such insurance policies and all costs resulting from this are included in their pricing. The successful bidder shall provide proof of insurance within three business days of conditional notice of award.

Selection Process Basis of Award Award will be made to the lowest responsive Bid and responsible Bidder. The MBTA reserves the right, in its sole discretion, to determine if a Bid is responsive and the Bidder is responsible. In determining whether a Bidder has the ability to perform successfully under the terms and conditions of the proposed procurement, the MBTA will consider such matters as the Bidder’s integrity, compliance with public policy (e.g., EEO record, attainment of DBE goal, debarment status, etc.), record of past performance, and financial and technical resources. Bidder is required to complete Form A: Pre-Award Bidder Evaluation Data Form.

Scope of Proposal Pursuant to this Invitation for Bid (“IFB”), Bidders and Bids are required to comply with the terms and conditions stated herein in order to be deemed responsive and responsible. If a Bid does not meet all the requirements listed in the solicitation, the Bidder’s proposal may be disqualified. Failure by the Bidder to examine all information pertaining to this solicitation or participate in any scheduled on-site visits will be at the Bidder’s risk.

Rejection of Bid The MBTA reserves the right to reject any and all Bids, in whole or in part, if such action is determined to be in the best interests of the Authority. Unless all Bids are rejected, award shall be made to the lowest priced responsive Bid and responsible Bidder.

Cancellation of Bid The Authority reserves the right to cancel this Bid at any time prior to execution of the Contract by all parties and without any liability against the Authority.

Appeal / Protest Procedures Bid appeals / protests relative to this procurement will be reviewed and adjudicated in accordance with the MBTA's Appeals / Protest Procedure - Goods & Services. A copy of this procedure is available by contacting the Buyer assigned to this procurement and available online at www.mbta.com.

MBTA Policies Small, Minority, Women, and Other Disadvantaged Businesses It is the policy of the Commonwealth and the MBTA to ensure non-discrimination in the procurement of goods and services. It is the MBTA’s intention to create a level playing field on which all contractors and subcontractors can compete fairly for contracts. The MBTA promotes equity of opportunity in state contracting; and to that end; encourages full participation of certified small, minority, women, and other disadvantaged owned businesses as those terms are defined by the Commonwealth’s Supplier Diversity office. The MBTA further recognizes the importance of meaningful partnerships involving subcontracting with certified small minority, women and other disadvantaged owned businesses.

Contract Structure Construction of Contract The contract between the MBTA and the successful Bidder will include the following sections and documents that constitute IFB 113-25, in order of precedence.

1. Any change orders or amendments, the most recent having precedence.

2. Section 7: Massachusetts Bay Transportation Authority Standard Contract and Terms & Conditions (including Supplemental Provisions and Insurance Requirements)

3. MBTA Specification or Scope of Work

4. Form B: Requested Goods & Services Pricing Form, or if accepted, Form C: Alternate Goods & Services Pricing Form

Enclosure 1 – Bid Cover Letter

10 Park Plaza, Suite 2810 Boston, MA 02116

Instructions: Bidders shall complete the Bid Cover Letter below with their company name, total bid amount, and completed check boxes to indicate the bid documents that constitute their bid. The Bid Cover Letter should be placed on the top of all bid documents when submitted to the MBTA.

Bidder (Company Name):

Total Bid Amount:

The undersigned Bidder having carefully examined and understood the documents included in the Invitation For Bids (“IFB”), hereby offers to MBTA the “Bid” as contained in the following responses enclosed with this letter:

Note: Section 7 Massachusetts Bay Transportation Authority Standard Contract is NOT to be submitted; it is not completed until award

We confirm that our Bid is in exact accordance with the solicitation with no exceptions to, or comments upon, the solicitation documents. We confirm that the submission of our Bid with the signature below makes all certifications as outlined in the solicitation documents. This Bid shall constitute a binding offer open for acceptance by the MBTA.

We confirm that this Bid has been prepared and is compliant with the solicitation instructions and agree to conduct ourselves in accordance with the solicitation. We confirm receipt of all addenda related to this solicitation. We confirm the 120 days Acceptance Period of this Proposal.

The undersigned are authorized to sign on behalf of and to bind __________________________ (include Bidder’s company name) to the provisions of this Bid.

Bidder (company name):

Authorized Representative Name:

(BLOCK LETTERS)

Authorized Representative’s Signature:

Title:

Date:

Form A: Pre-Award Bidder Evaluation Data Form Pre-Award Bidder Evaluation Data

Name of Firm:

Federal Identification Number:

Legal Address:

Contact Name:

Telephone Number:

Email:

Date Organized:

State Incorporated:

Names of Officers or Partners:

Please provide details of any litigation, suits, or court action taken or pending against Bidder below:

No ☐

No ☐

If the Bidder or subcontractor is a joint venture, submit this Pre-Award Bidder Evaluation Data form for each member of the joint venture.

Form B: Requested Goods & Services Pricing Form Bidders are required to quote firm fixed price(s) / rate(s) or lump sums. The quoted prices shall be inclusive of ancillary charges including but not limited to prevailing wages, tooling, equipment, transportation costs, customs, duty charges, and other associated charges. Bidders shall quote only on goods and services in strict accordance with the specifications / requirements.

Bidder’s Name:

Additional specifications / requirements beyond those listed in this table are attached to this IFB. The attached specifications are part of the original posting on COMMBUYS .

|_| YES |_| NO

Point of Destination for goods:

TYPE DELIVERY ADDRESS HERE

Delivery Time from order receipt to delivery date:

Enter text here

Please note: Bid prices must be inclusive, but not restricted to, all freight, packaging, handling, taxes, and duties for a delivery at the point of destination above (see Section 2.10 Delivery Terms). The MBTA will not pay separate customs duties for shipments, and will refuse to accept any material requiring such payment.

Prompt Payment Discounts:

All contractors doing business with the MBTA shall provide a Prompt Payment Discount (PPD) for receiving early payments. Bidder shall provide a Prompt Payment Discount percentage (%) off the invoice payment, for each of the payment issue dates listed. If no discount is offered enter 0%.

Note: MBTA standard prompt pay discount is 1% 20, Net 45 Days.

Form C: Alternate Goods & Services Pricing Form Bidders who desire to propose alternate goods / services shall only complete this form if Section 2.8 allows for alternate bids. Bidders quoting on functionally equivalent goods and services shall fill out this pricing form with all relevant information for the alternate goods and services. Bids for functionally equivalent goods and services will be considered if accompanied by complete descriptive literature (see Section 2.8). Bidders are required to quote firm fixed price(s) / rate(s). The quoted prices shall be inclusive of ancillary charges including but not limited to prevailing wages, tooling, equipment, transportation costs, customs, duty charges, and other associated charges. Bidders shall quote only on goods and services in strict accordance with the specifications / requirements.

Bidder’s Name:

The Bidder has attached complete descriptive literature beyond the information in this table on the functionally equivalent goods quoted above.

|_| YES |_| NO

Point of Destination for goods:

TYPE DELIVERY ADDRESS HERE

Delivery Time from order receipt to delivery date:

Click or tap here to enter text.

Please note: Bid prices must be inclusive, but not restricted to, all freight, packaging, handling, taxes, and duties for a delivery at the point of destination above (see Section 2.10 Delivery Terms). The MBTA will not pay separate customs duties for shipments, and will refuse to accept any material requiring such payment.

Prompt Payment Discounts:

All contractors doing business with the MBTA shall provide a Prompt Payment Discount (PPD) for receiving early payments. Bidder shall provide a Prompt Payment Discount percentage (%) off the invoice payment, for each of the payment issue dates listed. If no discount is offered enter 0%.

Note: MBTA standard prompt pay discount is 1% 20, Net 45 Days.

MBTA Standard Contract and Terms and Conditions Instructions for Vendors MBTA Standard Contract Instructions (Section 7) Section 7 is not to be signed and submitted by bidders as part of their bid. Only the awarded contractor shall complete Section 7 after the MBTA has determined the lowest priced responsive Bid and responsible Bidder (see Section 3.1 Basis of Award).

In order to award and execute the contract, the MBTA buyer will complete the necessary information on Section 7 and send it to the successful contractor to fill out the following sections and to sign it.

MBTA Standard Terms & Conditions Instructions (Section 7.1) Each bidder must review and sign Section 7.1 Massachusetts Bay Transportation Authority Standard Terms and Conditions and submit the signed Section 7.1 with their bid for the bid to be responsive and complete.

The MBTA does not encourage attempts to negotiate the Massachusetts Bay Transportation Authority Standard Contract Terms & Conditions (Section 7.1). Many of these provisions are required by law; others are longstanding MBTA policy / practice. Accordingly, Bidders / proposers should only redline or object to provisions that they find absolutely unacceptable. Any rejection or modification of these provisions may disqualify a Bid / proposal as being non-responsive or non-compliant.

Massachusetts Bay Transportation Authority Standard Contract

CONTRACTOR LEGAL NAME:

(and d/b/a):

Massachusetts Bay Transportation Authority (MBTA)

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

(Note: The Address Id Must be set up for EFT payments.)

RFR/RFP/IFB/Procurement or Other ID Number: 113-25

NEW CONTRACT

PROCUREMENT OR EXCEPTION TYPE: (Check one option only) ☐ Statewide Contract (OSD or an OSD-designated Department) ☐ Collective Purchase (Attach OSD approval, scope, budget) ☒ MBTA Procurement Attach RFR/RFP/IFB and Response or other procurement supporting documentation) ☐ Emergency Contract (Attach justification for emergency, scope, budget) ☐ Contract Employee (Attach Employment Status Form, scope, budget) ☐ Legislative/Legal or Other: (Attach authorizing language/justification, scope and budget)

AMENDMENT TYPE: (Check one option only. Attach details of Amendment changes.)

☐ Amendment to Scope or Budget (Attach updated scope and budget) ☐ Interim Contract (Attach justification for Interim Contract and updated scope/budget)

☐ Contract Employee (Attach any updates to scope or budget) ☐ Legislative/Legal or Other: (Attach authorizing language/justification and updated scope and budget)

The MBTA Terms and Conditions (T&C) under Section 7.1 has been executed, and is incorporated by reference into this Contract.

COMPENSATION: (Check ONE option): The MBTA certifies that payments for authorized performance accepted in accordance with the terms of this Contract ☐ Rate Contract (No Maximum Obligation. Attach details of all rates, units, calculations, conditions or terms and any changes if rates or terms are being amended.)

☒ Maximum Obligation Contract Enter Total Maximum Obligation for total duration of this Contract (or new Total if Contract is being amended). $30,000

PROMPT PAYMENT DISCOUNTS (PPD): MBTA payments are issued through EFT 45 days from invoice receipt. Contractors requesting accelerated payments must identify a PPD as follows: Payment issued within 10 days __% PPD; Payment issued within 15 days __% PPD; Payment issued within 20 days __% PPD; Payment issued within 30 days __% PPD. If PPD percentages are left blank, identify reason: agree to standard 45 day cycle only initial payment (subsequent payments scheduled to support standard EFT 45 day payment cycle. See Prompt Pay Discounts Policy.)

BRIEF DESCRIPTION OF CONTRACT PERFORMANCE or REASON FOR AMENDMENT: (The supply of cylinder gases: Oxygen, Acetylene, Argon, Argon/CO2, Carbon Dioxide, Liquid Nitrogen, Liquid Oxygen, Propane, and Tri-Gas 90 Helium – 7.5 Argon – 2.5 Carbon Dioxide over a 3 year period, for all MBTA locations.)

ANTICIPATED START DATE: (Complete ONE option only) MBTA and Contractor certify for this Contract, or Contract Amendment, that Contract obligations:

☒ 1. May be incurred as of the Effective Date (latest signature date below) and no obligations have been incurred prior to the Effective Date.

CONTRACT END DATE: Contract performance shall terminate as of , 20__, with no new obligations being incurred after this date unless the Contract is properly amended, provided that the terms of this Contract and performance expectations and obligations shall survive its termination for the purpose of resolving any claim or dispute, for completing any negotiated terms and warranties, to allow any close out or transition performance, reporting, invoicing or final payments, or during any lapse between amendments.

CERTIFICATIONS: Notwithstanding verbal or other representations by the parties, the “Effective Date” of this Contract or Amendment shall be the latest date that this Contract or Amendment has been executed by an authorized signatory of the Contractor, the MBTA, or a later Contract or Amendment Start Date specified above, subject to any required approvals. The Contractor makes all certifications required under the attached Contractor Certifications (incorporated by reference if not attached hereto) under the pains and penalties of perjury, agrees to provide any required documentation upon request to support compliance, and agrees that all terms governing performance of this Contract and doing business in Massachusetts are attached or incorporated by reference herein according to the following hierarchy of document precedence, the applicable MBTA Terms and Conditions, this Standard Contract Form including the Instructions and Contractor Certifications, the Request for Response (RFR), Request for Proposal (RFP), Invitation for Bid (IFB) or other solicitation, the Contractor’s Response, and additional negotiated terms, provided that additional negotiated terms will take precedence over the relevant terms in the RFR/RFP/IFB and the Contractor’s Response only if made using the process outlined in 801 CMR 21.07, incorporated herein, provided that any amended RFR/RFP/IFB or Response terms result in best value, lower costs, or a more cost effective Contract.

AUTHORIZING SIGNATURE FOR THE CONTRACTOR:

X: ______________________________. Date: ___________. (Signature and Date Must Be Handwritten At Time of Signature or utilize an MBTA approved electronic signature) Print Name: ________________________________.

Print Title: _________________________________.

AUTHORIZING SIGNATURE FOR THE MBTA:

X: _____________________________. Date________________.

(Signature and Date Must Be Handwritten At Time of Signature or utilize an MBTA approved electronic signature) Print Name: _________________________________.

Print Title: _________________________________.

Standard Terms and Conditions Upon execution by the Contractor, these Terms and Conditions will be incorporated by reference into any Contract executed by the Contractor and the Massachusetts Bay Transportation Authority (MBTA), 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 MBTA, 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 MBTA is entitled to ownership and possession of all deliverables purchased or developed with MBTA funds.

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 MBTA, a later date specified in the Contract or the date of any approvals required by law or regulation, whichever is later.

Payments and Compensation The Contractor shall only be compensated for performance delivered and accepted by the MBTA in accordance with the specific Terms and Conditions of a Contract. Overpayments shall be reimbursed by the Contractor or may be offset by the MBTA 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 MBTA from all claims, liabilities or other obligations relating to the performance of a Contract. See Form B: Requested Goods & Services Pricing Form, and Form C: Alternate Goods & Services Pricing Form, as applicable, for agreed pricing.

Contractor Payment Mechanism All Contractors will be paid using the MBTA invoicing system and Contractor will submit its invoice with all supporting documentation as prescribed in a Contract. The MBTA shall review and return rejected invoices within fifteen (15) days of receipt with a written explanation for rejection, 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 the MBTA to take advantage of early payment incentives and shall not subject any payment made within the forty-five (45) day period to a penalty.

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 MBTA 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 MBTA action. Upon immediate notification to the other party, neither the MBTA 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.

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 MBTA 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.

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 MBTA 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.

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 without the written approval of the MBTA, 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 MBTA 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, counterclaims or any other MBTA rights which are available to the MBTA against the Contractor. The sale of fifty percent (50%) or more of the equity ownership of a Contractor shall be considered an assignment requiring the prior written approval of the MBTA. Impermissible assignments shall be null and void.

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 MBTA and shall be consistent with and subject to the provisions of these MBTA 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 MBTA 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. Subcontracts shall note that the MBTA is not a party to the subcontract. Failure to promptly pay a Sub-Contractor for work performed where the Contractor has been paid by the MBTA shall constitute a material breach of the Contract between MBTA and Contractor.

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.

Indemnification The Contractor shall release, defend (at the MBA’s option), indemnify and hold harmless the MBTA, its agents, officers and employees (collectively the “indemnified parties”) against any and all claims, demands, liabilities, judgments, penalties, costs, expenses (including attorneys’ fees and experts’ fees), and damages (“Claims”) based on or arising out of any actual or alleged loss or injury (including death) to persons or damage to real or tangible property, or patent or copyright infringement, that are caused or alleged to be caused, in whole or in part, by, or arising out of the acts or omissions of the Contractor, its agents, servants, employees or subcontractors. The MBTA agrees to notify the Contractor in writing within a reasonable period of time of the assertion of any Claim for which the Contractor has agreed to indemnify the MBTA pursuant to this section. The MBTA shall not be liable for any costs incurred by the Contractor arising under this section. If the MBTA incurs any cost or fees for attorneys or experts, or any other costs or expense, to enforce its right to indemnification or defense under this section, the Contractor shall fully reimburse the MBTA for such costs, fees, and expense.

Waivers Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor shall it 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.

Risk of Loss The Contractor shall bear the risk of loss for any Contractor materials used for a Contract and for all deliverables, MBTA 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 MBTA.

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.