IFB 142-24 Bid Document.docx

MASSACHUSETTS BAY TRANSPORTATION AUTHORITY

INVITATION FOR

IFB NO: 142-24

REQUISITION NO: TBD

MATERIALS (METALS)

EVERETT REPAIR SHOP

TRANSIT FACILITY MAINTENANCE

Date Issued: December 2, 2024

Bid Responses will be accepted through COMMBUYS & FAIRMARKET (use one or the other)

IFB: 142-24 - 27 - Non - Federal – Goods & Services - Rev. 8/24/2023 Project Name: Materials (Metals) Everett Repair Shop Transit facility maintenance Contents

Introduction The Massachusetts Bay Transportation Authority (“MBTA” or “Authority”) seeks to establish a committed source(s) for various metal products listed in FORM B for several MBTA locations. 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, detailing the number of bids received, each Bidder’s name, and the bid amount for bidders and the public to view.

For all inquiries, please get in touch with the following point of contact and list the IFB number:

Buyer: Chris Francis Email:

GENERAL

· MBTA aims to establish a committed source (s) for the metal items in Form B.

· Currently, this would be for 2 locations but would apply to all facilities.

· The MBTA may increase or decrease quantities, items, and services as necessary.

· Product shall be new and unused.

· Both COMMBUYS and Fairmarket sourcing platforms will be used to post this IFB.

specifications & scope of work

· Technical Requirements noted in FORM B must be met.

· FORM B indicates the most used products, types, sizes, and specifications.

· The highlighted items are the most frequently used.

· Required order-to-arrival lead times are indicated.

· The distributor would only need to stock the most used items if they are unable to meet MBTA orders and arrival times.

· Order minimums (if required) can be mutually agreed upon with the MBTA purchasing representative.

· Each location will communicate the acceptable method of delivery at the site.

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

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

Pre-Bid Conference A Pre-bid Teams Virtual meeting with Site Video will be conducted on Monday, 12/09/24, at 11:00 AM. Qualified Bidders may attend by following this link: Video Link Metals Pre-Bid Conference

The MBTA reserves the right to hold one or more Bidders’ conferences with all Bidders at any time before the Response Date. Additional bid conferences, if any, may be held in person or digitally. A Bidders’ conference will permit interactive communication between all Bidders and the MBTA. The MBTA will provide written notice of any changes to the Bidders’ conference via COMMBUYS.

By submitting its Response, each bidder acknowledges the opportunity to attend any Bidders’ conference and waives any right to challenge this procurement based on its attendance at, or failure to attend, a Bidders’ conference.

Each Bidder is encouraged to attend Bidders’ conferences with appropriate members of its proposed staff and, if requested by the MBTA, senior representatives of proposed team members identified by the MBTA. Nothing stated at any Bidders’ conference or included in a written record or summary of a Bidders conference will modify this RFP or any other part of the RFP unless it is incorporated in an addendum issued.

Due Date and Delivery Instructions Bids are due by 12/16/2024 at 2:00 PM EST / EDT for the work described herein. The 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 must submit a Bid, including all Bid forms in this package. They shall complete Enclosure 1—Bid Cover Letter and indicate the bid documents that constitute their bid by checking the checkboxes.

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

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

Any modification of an offer, except for the “best and final” offer, is subject to the same conditions stated in this solicitation. At any time after the submission of proposals and before 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.

Modifications resulting from a request for the “best and final” offer received after the time and date specified in the request will not be considered. The “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 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 or relief from the specifications must be submitted to the “Bid Q&A” tab in COMMBUYS. Such comments and questions may be submitted up to one week before 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 format or method other 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.

The Bidder is responsible for verifying 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 a 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 of the Massachusetts Bay Transportation Authority Standard Contract upon bid submission. When the MBTA plans to award a contract, the MBTA buyer will fill out Section 7 of the 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 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 fair and without fraud in all respects.

Prices Bidders shall submit their pricing using Form B: Requested Goods & Services Pricing Form.

The Pricing Model being used is considered a “Cost-plus Model.” We understand that the Metals Market may have price fluctuations over time. This method uses a “variable and fixed” component, allowing for those fluctuations.

Variable Component: the distributor shall use the acquisition cost of products purchased directly for the MBTA, which may fluctuate based on market conditions. The acquisition cost definition is the total cost invoiced by the manufacturer to the distributor, inclusive of product and transportation to your location. This is referred to as the “cost basis”.

Fixed Component: This shall be the additional “markup percentage” applied to the “cost basis” to arrive at a price for the MBTA. This % can be the same or different for each product group. The cost basis shall include all standard normal business costs, overhead, and profit.

For the MBTA to evaluate bidders' contract pricing, we will be requesting the following:

· A price for one high-volume item in each product group on a specific day. The fixed percentage markup that will be applied should be the same as the percentage used for the contract term.

· The fixed mark-up percentage (%) to be applied to each product category.

· The fixed mark-up percentage (%) applied for ancillary services (such as bending, cutting, etc.)

This is further explained in Form B.

MBTA reserves the right to “audit” bidders' cost submittals by requesting manufacturers' invoices.

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 Bid prices must be inclusive, but not restricted to, all freight, packaging, handling, taxes, and duties for delivery at the specified addresses indicated on FORM B.

For U.S. domestic deliveries, bid prices must include F.O.B. destination with freight charges paid by Bidder.

Pre-contractual Expenses The MBTA shall not be liable for any pre-contractual expenses incurred by the Bidder in preparing 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 before 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 successful bidder's insurance policy requirements 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 when submitting their bid. If they are unavailable when 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 An award will be given to the lowest-priced responsive bid and responsible bidder on 12/23/2024. The MBTA’s evaluation will be based on the pricing from FORM B (Bidder Pricing Example date 12/13/2024).

The pricing provided must use the offered Margin Percentage (%), which will be in place for the duration of the contract, for this calculation, too. The MBTA reserves the right to request supporting documentation that validates the offered pricing prior to award.

The award to furnish and deliver these items shall be for three (3) years, with two (2) one-year extension options. The Markup percentage (%) for the option years shall be the same as the base year percentages.

In its sole discretion, the MBTA reserves the right to determine if a Bid is responsive and the Bidder is responsible. In determining whether a Bidder can 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 must comply with the terms and conditions stated herein to be deemed responsive and responsible. If a Bid does not meet all of the requirements in the solicitation, the Bidder’s proposal may be disqualified. Failure by the Bidder to examine all information about 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, an 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 before 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 is available online at www.mbta.com.

MBTA Policies Small, Minority, Women, and Other Disadvantaged Businesses The policy of the Commonwealth and the MBTA is to ensure non-discrimination in procuring goods and services. The MBTA intends to create a level playing field where 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.

MBTA Reserved In connection with this IFB, the MBTA reserves to itself all rights (which rights shall be exercisable by the MBTA in its sole discretion) available to it under applicable laws, including without limitation, with or without cause, and with or without notice, the right to:

a) Modify the IFB process in its sole discretion to address applicable law and/or the best interests of the MBTA.

b) Cancel this IFB in whole or in part at any time before the execution by the MBTA of a Contract, without incurring any cost, obligations, or liabilities.

c) Issue a new Invitation for Bids after the withdrawal of this IFB.

d) Not select any Bidder or cancel this procurement.

e) Reject any and all submittals and Responses received at any time.

f) Modify all dates set or projected in this IFB.

g) Terminate evaluations of Responses received at any time.

h) Exclude any potential Bidder from submitting any response to the IFB based on failure to comply with any requirements of those documents.

i) Suspend and terminate Contract negotiations at any time, elect not to commence Contract negotiations with any responding Bidder, and engage in negotiations with the next lowest Bid from a responsible Bidder if negotiations are unsuccessful with the apparent successful Bidder.

j) Issue addenda, supplements, and modifications to this IFB.

k) Require confirmation or clarification of information furnished by a Bidder, require revised or additional information from a Bidder concerning its Response, and require additional information to clarify a Response.

l) Conduct presentations with Bidders, identify a short-list of Bidders, and conduct on-site visits at Bidder facilities.

m) Declare a competitive range, conduct discussions, and request Response revisions and best and final offers.

n) Seek or obtain data from any source that has the potential to improve the understanding and evaluation of the responses to this IFB.

o) Add or delete Bidder's responsibilities from the information contained in this IFB.

p) Waive deficiencies in a Response, accept and review a non-conforming Response, or permit clarifications, revisions, or supplements to a Response.

q) Negotiate with a Bidder without being bound by any provision in its Response or choose to award and/or execute the Contract without negotiations.

r) Disqualify any Bidder that changes its submittal without MBTA approval.

s) Disqualify any Bidder under this IFB for violating any rules or requirements of the procurement set forth in this IFB or in any other communication from MBTA.

t) Conduct all or any portion of the Scope of Work itself.

u) Exercise any other right reserved or afforded to the MBTA under this IFB or available pursuant to applicable law.

This IFB does not commit the MBTA to enter into a Contract or proceed with the procurement described herein. The MBTA assumes no obligations, responsibilities, and liabilities, fiscal or otherwise, to reimburse all or part of the costs incurred or alleged to have been incurred by parties considering a response to and/or responding to this IFB. All of such costs shall be borne solely by each Bidder.

In no event shall the MBTA be bound by, or liable for, any obligations with respect to the work to be performed under the Contract until such time (if at all) as the Contract, in form and substance satisfactory to the MBTA, has been executed and authorized by the MBTA and, then, only to the extent set forth therein.

In submitting a response to the IFB, each Bidder specifically acknowledges these disclaimers.

Contract Structure Construction of Contract The contract between the MBTA and the successful Bidder will include the following sections and documents, in order of precedence, that constitute IFB 142-24.

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 checkboxes 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.

Everett Repair Shop Transit facility maintenance

Bidder (Company Name):

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 an 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 submitting our bid with the signature below will ensure all certifications are 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. We agree to conduct ourselves in accordance with the solicitation. We confirm receipt of all addenda related to this solicitation. We confirm the 120-day Acceptance Period of this Proposal.

The undersigned is 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:

Please provide answers to the following questions:

Check Answer

No ☐

No ☐

Form B: Requested Goods & Services Pricing Form Pricing shall be entered into the provided Excel file (attachment). The quoted prices shall include 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.

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:

Point of Destination for goods:

TYPE DELIVERY ADDRESS HERE

Delivery Time from order receipt to delivery date:

MBTA WILL REQUIRE A COMMITTED DELIVERY DATE WITHIN TWENTY-FOUR (24) HOURS OF ORDER PLACEMENT OR ON AN MBTA-APPROVED SCHEDULE.

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.

Delivery Time from order receipt to delivery date:

MBTA WILL REQUIRE A COMMITTED DELIVERY DATE WITHIN TWENTY-FOUR (24) HOURS OF ORDER PLACEMENT OR ON AN MBTA-APPROVED SCHEDULE.

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)

Phone:

RFR/RFP/IFB/Procurement or Other ID Number:

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). $ .

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: (Enter the Contract title, purpose, fiscal year(s) and a description of the scope of performance or what is being amended for a Contract Amendment.)

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, 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. The MBTA 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.

Interpretation, Severability, Conflicts with Law, Integration Any amendment or attachment to any Contract which contains conflicting language or has the effect of a deleting, replacing or modifying any printed language of these MBTA Terms and Conditions, shall be interpreted as superseded by the official printed language. If any provision of a Contract is found to be superseded by state or federal law or regulation, in whole or in part, then both parties shall be relieved of all obligations under that provision only to the extent necessary to comply with the superseding law, provided however, 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 7.1.1 of these MBTA Terms and Conditions (Section 7.1). The printed language of the Standard Contract Form (Section 7), which incorporates by reference these MBTA 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: any applicable federal provisions, any supplemental provisions, any negotiated terms and conditions allowable pursuant to law or regulation; the printed language of the MBTA Terms and Conditions; the Standard Contract; the MBTA’s Request for Response/Proposal/Bid (RFR/RFP/IFB) solicitation document; and the Contractor’s Response to the RFR/RFP/IFB solicitation, excluding any language stricken by the MBTA as unacceptable.

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

Contractor Certifications and Legal References The Contractor makes all certifications required under this Contract under the pains and penalties of perjury, and 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.

MBTA and Contractor Ownership Rights The Contractor certifies and agrees that the MBTA is entitled to ownership and possession of all “deliverables” purchased or developed with Contract funds.

Qualifications The Contractor certifies it is qualified and shall at all times remain qualified to perform this Contract; that performance shall be timely and meet or exceed industry standards for the performance required, including obtaining requisite licenses, registrations, permits, resources for performance, and sufficient professional, liability; and other appropriate insurance to cover the performance. If the Contractor is a business, the Contractor certifies that it is listed under the Secretary of State’s website as licensed to do business in Massachusetts, as required by law.

Business Ethics and Fraud, Waste and Abuse Prevention The Contractor certifies that performance under this Contract, in addition to meeting the terms of the Contract, will be made using ethical business standards and good stewardship of taxpayer and other public funding and resources to prevent fraud, waste and abuse.

Collusion The Contractor certifies that this Contract has been offered in good faith and without collusion, fraud or unfair trade practices with any other person, that any actions to avoid or frustrate fair and open competition are prohibited by law, and shall be grounds for rejection or disqualification of a Response or termination of this Contract.

Public Records and Access The Contractor shall provide full access to records related to performance and compliance to the MBTA pursuant to G.L. c. 11, s.12 for seven (7) years beginning on the first day after the final payment under this Contract or such longer period necessary for the resolution of any litigation, claim, negotiation, audit or other inquiry involving this Contract.