IFB 2C-21 Cisco Hardware Software and Support.pdf

MASSACHUSETTS BAY TRANSPORTATION AUTHORITY

INVITATION FOR BIDS

IFB NO: 2C-21

REQUISITION NO: AFC2KH117

CISCO HARDWARE, SOFTWARE AND

SUPPORT

Date Issued: January 5, 2021

Bid Responses will be accepted through COMMBUYS.

IFB: 2C-21 - 1 - Non - Federal – Goods & Services - Rev. 05/11/2020 Project Name: CISCO HARDWARE, SOFTWARE AND SUPPORT

Contents

1. Introduction

2. Scope of Work

2.1 Initial Procurement

2.2 Expected future Procurement

2.3 Additional Procurement of Hardware, Software, and Support

2.4 Procurement of Services

2.5 Additional Equipment and Bidder Requirements

2.6 Shipping Location

2.7 Payment

3. Instructions to Bidders

3.1 Procurement Method

3.2 Pre-Bid Conference

3.3 Due Date and Delivery Instructions

3.4 Late Submissions, Modifications and Withdrawals of Offers

3.5 Clarifications of Specifications

3.6 MBTA Standard Contract and Terms & Conditions

3.7 Collusion

3.8 Prices

3.9 Alternative Bids

3.10 Acceptance Period

3.11 Pre-contractual Expenses

3.12 Tax Exemption

3.13 Insurance

4. Selection Process

4.1 Basis of Award

4.2 Scope of Proposal

4.3 Rejection of Bid

4.4 Cancellation of Bid

4.5 Appeal / Protest Procedures

5. MBTA Policies

5.1 Small, Minority, Women, and Other Disadvantaged Businesses

IFB: 2C-21 - 2 - Non - Federal – Goods & Services - Rev. 05/11/2020

6. Contract Structure

6.1 Construction of Contract

Enclosure 1 – Bid Cover Letter

Form A: Pre-Award Bidder Evaluation Data Form

7. MBTA Standard Contract and Terms and Conditions Instructions for Vendors

7.1 MBTA Standard Contract Instructions (Section 7)

7.2 MBTA Standard Terms & Conditions Instructions (Section 8.1)

8. Massachusetts Bay Transportation Authority Standard Contract

8.1 Standard Terms and Conditions

IFB: 2C-21 - 3 - Non - Federal – Goods & Services - Rev. 05/11/2020

1. Introduction

The Massachusetts Bay Transportation Authority (“MBTA” or “Authority”) seeks Cisco Hardware and Software. 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: Judi Kidd Email: jkidd@mbta.com

2. Scope of Work

2.1 INITIAL PROCUREMENT

As an initial phase, the MBTA will procure through this IFB:

Quantity: 50 Cisco N540-28Z4C-SYS-A and related items

Quantity: 6 Cisco NCS-55A2-MOD-SYS and related items

Also: Network Manager Software and Support for the entire three year project.

See Form B for a complete list of all items to be procured during the initial phase

2.2 EXPECTED FUTURE PROCUREMENT

Subject to appropriation, the MBTA plans to procure from the successful Bidder the following items:

Approximate timing: November 2021

Quantity: 75 Cisco N540-28Z4C-SYS-A and related items Quantity: 6 Cisco NCS-55A2-MOD-SYS and related items

Approximate timing: November 2022

Quantity: 75 Cisco N540-28Z4C-SYS-A and related items

Quantity: 6 Cisco NCS-55A2-MOD-SYS and related items

OEM pricing and bill of material assistance requests should be directed to Cisco at nahearn@cisco.com

Actual timing and quantities may vary.

Prices to be paid for November 2021 and 2022 purchases will be adjusted based on changes, if any, to reseller pricing. MBTA, Cisco, and successful Bidder will agree on methodology and calculations prior to award.

https://www.commbuys.com/bso/ mailto:nahearn@cisco.com

IFB: 2C-21 - 4 - Non - Federal – Goods & Services - Rev. 05/11/2020

2.3 ADDITIONAL PROCUREMENT OF HARDWARE, SOFTWARE, AND SUPPORT

At the MBTA’s discretion, additional hardware not identified in this IFB may be purchased from the successful Bidder based on changes, if any, to reseller pricing. MBTA, Cisco, and successful Bidder will agree on methodology and calculations prior to award.

2.4 PROCUREMENT OF SERVICES

At the MBTA’s discretion, Professional Services may be purchased from the successful Bidder at the rates listed in the Bidder’s Form B Response.

2.5 ADDITIONAL EQUIPMENT AND BIDDER REQUIREMENTS

All equipment is to be Cisco certified, and Bidders must be authorized Cisco resellers. Refurbished, gray market, and third-party equipment will not be considered.

2.6 SHIPPING LOCATION

All products are to be shipped to the MBTA FOB destination, freight prepaid.

10 Park Plaza Suite 8330

Boston, MA 02116

Attn: Derek Morin

2.7 PAYMENT

Hardware: net 30 days from receipt of correct invoice

Support: net 30 days from start of service Software: net 30 days from start of service

Invoices shall include the Purchase Order number and be sent by email to invoices@mbta.com as well as the project contact. The MBTA accepts prompt payment discounts.

3. Instructions to Bidders

3.1 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.

mailto:invoices@mbta.com https://www.commbuys.com/bso/ http://www.mass.gov/anf/docs/osd/forms/instructions-for-vendors-responding-to-bids.docx mailto:COMMBUYS@state.ma.us

IFB: 2C-21 - 5 - Non - Federal – Goods & Services - Rev. 05/11/2020

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.

3.2 PRE-BID CONFERENCE

There will be no pre-bid conference for this procurement.

3.3 DUE DATE AND DELIVERY INSTRUCTIONS

Bids are due by: 1/19/2021at 10:00 AM, 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 publically 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.

3.4 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.

3.5 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 3.3 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.

IFB: 2C-21 - 6 - Non - Federal – Goods & Services - Rev. 05/11/2020

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.

3.6 MBTA STANDARD CONTRACT AND TERMS & CONDITIONS

Bidders shall review and sign Section 8.1 MBTA Standard Contract Terms and Conditions to submit with their bid. Bidders do not sign Section 8 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 8 Massachusetts Bay Transportation Authority Standard Contract and send it to the successful bidder for signature. See Section 7 MBTA Standard Contract and Terms and Conditions Instructions for

Vendors for further details.

The MBTA does not encourage attempts to negotiate the Section 8.1 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.

3.7 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.

3.8 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 3.10 Acceptance Period).

3.9 ALTERNATIVE BIDS

Alternative Bids will not be accepted for this solicitation.

3.10 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.

3.11 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.

IFB: 2C-21 - 7 - Non - Federal – Goods & Services - Rev. 05/11/2020

3.12 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.

3.13 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.

4. Selection Process

4.1 BASIS OF AWARD

Award will be made to the lowest priced responsive Bid and responsible Bidder. Low price will be based on the combined cost of all equipment, software, and support listed on Form B, net any prompt payment discount. Professional Services are not included in the Basis of Award.

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.

4.2 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 of 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.

4.3 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.

4.4 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.

4.5 APPEAL / PROTEST PROCEDURES

IFB: 2C-21 - 8 - Non - Federal – Goods & Services - Rev. 05/11/2020

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.

5. MBTA Policies

5.1 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.

6. Contract Structure

6.1 CONSTRUCTION OF CONTRACT

The contract between the MBTA and the successful Bidder will include the following sections and documents that constitute IFB 2C-21, in order of precedence.

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

2. Section 8: Massachusetts Bay Transportation Authority Standard Contract and Terms & Conditions (including Supplemental Provisions and Insurance Requirements)

3. IFB 2C-21, including Section 2: Scope of Work

4. Form B: Requested Goods & Services Pricing Form (Excel Attachment) https://cdn.mbta.com/sites/default/files/business-center/mbta-appeals-protest-procedures-january-2018.pdf

IFB: 2C-21 - 9 - Non - Federal – Goods & Services - Rev. 05/11/2020

Enclosure 1 – Bid Cover Letter

Massachusetts Bay Transportation Authority Attention: Procurement and Logistics Department

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.

IFB #: 2C-21

Project Name: CISCO HARDWARE, SOFTWARE AND SUPPORT

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:

Forms

Check to Indicate

Submitted Bid

Documents

Form A: Pre-Award Bidder Eva luation Form ☐

Form B: Requested Goods & Services Pr icing Form (Excel Attachment) ☐

Signed Section 8 .1 Massachusetts Bay Transportation Authority Standard Terms and Conditions

Note: Sect ion 8 Massachusetts Bay Transportation Author ity Standard Contract is NOT to be submitted; it is not completed unt i l award

Proof of Insurance ☐

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):

IFB: 2C-21 - 10 - Non - Federal – Goods & Services - Rev. 05/11/2020

Author ized Representative Name:

(BLOCK LETTERS)

Author ized Representative’s S ignature:

Tit le:

Date:

IFB: 2C-21 - 11 - Non - Federal – Goods & Services - Rev. 05/11/2020

Form A: Pre-Award Bidder Evaluation Data Form

Name of Firm:

Federal Identification Number:

Legal Address:

Contact Name:

Telephone Number:

Email:

Please select one:

☐ Individual ☐ Partnership ☐ Corporation ☐ Other (clarify)

Date Organized: State Registered:

Names of Officers or Partners:

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

Please provide the following information that demonstrates that the Bidder together with its selected Affiliates and or Subcontractors has the required capabilities to successfully execute the Work. Please submit as attachments the following requested documents:

Check

Attachment

Audited financial statements for the last 3 financial years ☐

IFB: 2C-21 - 12 - Non - Federal – Goods & Services - Rev. 05/11/2020

Please provide answers to the following questions:

Check

Answer

Is Bidder registered with the Massachusetts Secretary of State to do business in Massachusetts?

Yes ☐

No ☐

Do you have any contracts over the last two years that were assessed liquidated damages or terminated for non-performance?

Yes ☐

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.

IFB: 2C-21 - 13 - Non - Federal – Goods & Services - Rev. 05/11/2020

7. MBTA Standard Contract and Terms and Conditions Instructions for

Vendors

7.1 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 8 and send it to the successful contractor to fill out the following sections and to sign it.

7.2 MBTA STANDARD TERMS & CONDITIONS INSTRUCTIONS (SECTION 8.1)

Each bidder must review and sign Section 8.1 Massachusetts Bay Transportation Authority Standard Terms and Conditions and submit the signed Section 8.1 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 8.1). 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.

IFB: 2C-21 - 14 - Non - Federal – Goods & Services - Rev. 05/11/2020

8. Massachusetts Bay Transportation Authority Standard Contract

CONTRACTOR LEGAL NAME:

(and d/b/a):

Massachusetts Bay Transportation Authority (MBTA)

Legal Address: (W-9, W-4,T&C): 10 Park Plaza Boston, MA 02116

Contract Manager: Billing Address (if different):

E-Mail: Contract Manager:

Phone: Fax: Email:

Contractor Vendor Code: Phone:

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: IFB 2C-20

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)

CONTRACT AMENDMENT

Enter Current Contract End Date Prior to Amendment: _______, 20 .

Enter Amendment Amount: $ . (or “no change”)

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 8.1 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 30 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. If

PPD percentages are left blank, identify reason: agree to standard 30 day cycle only initial payment (subsequent payments scheduled to support standard EFT 30 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 detailed description of the scope of performance or what is being amended for a Contract Amendment. Attach all supporting documentation and justifications.)

CISCO HARDWARD ,SOFTWARE AND SUPPORT

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.

☐ 2. May be incurred as of , 20__, a date LATER than the Effective Date below and no obligations have been incurred prior to the Effective Date.

☐ 3. were incurred as of , 20__, a date PRIOR to the Effective Date below, and the parties agree that payments for any obligations incurred prior to the

Effective Date are authorized to be made either as settlement payments or as authorized reimbursement payments, and that the details and circumstances of all obligations under this Contract are attached and incorporated into this Contract. Acceptance of payments forever releases the MBTA from further claims related to these obligations.

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 t o support compliance, and agrees that all terms governing performance of this Contract and doing business in Massachusetts are attached or incorporated by ref erence 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: _________________________________.

https://massfinance.state.ma.us/VendorWeb/eftRegisterfrm.asp http://www.mass.gov/osc/docs/forms/payroll-lcm/employment-status-form.doc https://massfinance.state.ma.us/VendorWeb/vendor.asp http://www.mass.gov/osc/docs/policies-procedures/accounts-payable/po-ap-prompt-payment-discounts.doc https://cdn.mbta.com/sites/default/files/business-center/2018-04-27-mbta-standard-contract-instructions-certifications-executive-orders.pdf https://cdn.mbta.com/sites/default/files/business-center/2018-04-27-mbta-standard-contract-instructions-certifications-executive-orders.pdf https://cdn.mbta.com/sites/default/files/business-center/2018-04-27-mbta-standard-contract-instructions-certifications-executive-orders.pdf http://www.mass.gov/anf/docs/osd/policy/801cmr21.doc

IFB: 2C-21 - 15 - Non - Federal – Goods & Services - Rev. 05/11/2020

8.1 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.

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

8.1.2 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, for agreed pricing.

8.1.3 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 thirty (3) 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 thirty (30) day period to a penalty.

8.1.4 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 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.

8.1.5 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 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

IFB: 2C-21 - 16 - Non - Federal – Goods & Services - Rev. 05/11/2020 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.

8.1.6 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.

8.1.7 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, counter-claims 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.

8.1.8 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.

8.1.9 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.

8.1.10 Indemnification

Unless otherwise exempted by law, the Contractor shall indemnify and hold harmless the MBTA, 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 MBTA may sustain which arise out of or in connection with the Contractor’s performance of a Contract, including but not limited to the

IFB: 2C-21 - 17 - Non - Federal – Goods & Services - Rev. 05/11/2020 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 MBTA.

After prompt notification of a claim by the MBTA, the Contractor shall have an opportunity to participate in the defense of such claim and any negotiated settlement agreement or judgment. The MBTA 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.

8.1.11 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.

8.1.12 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.

8.1.13 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.

8.1.14 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 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 8.1.1 of these MBTA Terms and Conditions (Section 8.1). The printed language of the Standard

Contract Form (Section 8), 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.

8.1.15 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.

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8.1.16 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.

8.1.16.1 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.

8.1.16.2 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.

8.1.16.3 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.

8.1.16.4 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.

8.1.16.5 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. Access to view Contractor records related to any breach or allegation of fraud, waste and/or abuse may not be denied and Contractor cannot claim confidentiality or trade secret protections solely for viewing but not retaining documents. Routine Contract performance compliance reports or documents related to any alleged breach or allegation of non-compliance, fraud, waste, abuse or collusion may be provided electronically and shall be provided at Contractor’s own expense. Reasonable costs for copies of non-routine Contract related records shall not exceed the rates for public records under the Massachusetts Public Records Law.

8.1.16.6 Debarment

The Contractor certifies that neither it nor any of its subcontractors are currently debarred or suspended by the federal or state government under any law or regulation.

8.1.16.7 Applicable Laws

The Contractor shall comply with all applicable state laws and regulations including but not limited to the applicable Massachusetts General Laws; Code of Massachusetts Regulations 801 CMR 21.00 (Procurement of Commodity and Service Procurements);M G.L. c. 66A; and the Massachusetts Constitution Article XVIII if applicable.

http://www.sec.state.ma.us/cor/coridx.htm http://www.state.ma.us/legis/laws/mgl/11-12.htm http://www.mass.gov/legis/laws/mgl/index.htm http://www.lawlib.state.ma.us/source/mass/cmr/index.html http://www.mass.gov/anf/docs/osd/policy/801cmr21.doc http://www.mass.gov/legis/laws/mgl/gl-66a-toc.htm http://www.mass.gov/legis/const.htm http://www.mass.gov/legis/const.htm

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8.1.16.8 Tax Law Compliance

The Contractor certifies under the pains and penalties of perjury tax compliance with Federal tax laws; state tax laws including but not limited to G.L. c. 62C, G.L. c. 62C, s. 49A; compliance with all state tax laws, reporting of employees and contractors, withholding and remitting of tax withholdings and child support and is in good standing with respect to all state taxes and returns due; reporting of employees and contractors under G.L. c. 62E, withholding and remitting child support including G.L. c. 119A, s. 12; TIR 05-11; New

Independent Contractor Provisions and applicable TIRs.

8.1.16.9 Bankruptcy, Judgments, Potential Structural Changes, Pending Legal Matters and Conflicts

The Contractor certifies it has not been in bankruptcy and/or receivership within the last three calendar years, and the Contractor certifies that it will immediately notify the Department in writing at least 45 days prior to filing for bankruptcy and/or receivership, any potential structural change in its organization, or if there is any risk to the solvency of the Contractor that may impact the Contractor’s ability to timely fulfill the terms of this Contract or Amendment. The Contractor certifies that at any time during the period of the

Contract the Contractor is required to affirmatively disclose in writing to the Department Contract Manager the details of any judgment, criminal conviction, investigation or litigation pending against the Contractor or any of its officers, directors, employees, agents, or subcontractors, including any potential conflicts of interest of which the Contractor has knowledge, or learns of during the Contract term. Law firms or Attorneys providing legal services are required to identify any potential conflict with representation of any

Department client in accordance with Massachusetts Board of Bar Overseers (BBO) rules.

8.1.16.10 Federal Anti-Lobbying and Other Federal Requirements

If receiving federal funds, the Contractor certifies compliance with federal anti-lobbying requirements including 31 USC 1352; other federal requirements; Executive Order 11246; Air Pollution Act; Federal

Water Pollution Control Act and Federal Employment Laws.

8.1.16.11 Protection of Commonwealth Data, Personal Data and

Information

The Contractor certifies that all steps will be taken to ensure the security and confidentiality of all

Commonwealth/MBTA data for which the Contractor becomes a holder, either as part of performance or inadvertently during performance, with special attention to restricting access, use and disbursement of personal data and information under M.G.L. c. 93H and c. 66A and other applicable state and federal privacy requirements. The Contractor shall comply with M.G.L. c. 93I for the proper disposal of all paper and electronic media, backups or systems containing personal data and information. The Contractor shall also ensure that any personal data or information transmitted electronically or through a portable device is properly encrypted using (at a minimum) the Commonwealth’s “Cryptographic Management Standard” set forth in the Enterprise Information Security Policies and Standards published by the Executive Office for Technology, Services and Security (TSS), or a comparable Standard prescribed by the MBTA. Contractors with access to credit card or banking information of Commonwealth/MBTA customers certify that the

Contractor is PCI compliant in accordance with the Payment Card Industry Council Standards, and shall provide confirmation compliance during the Contract. The Contractor shall immediately notify the MBTA in the event of any security breach including the unauthorized access, disbursement, use or disposal of personal data or information, and in the event of a security breach, the Contractor shall cooperate fully with the MBTA and provide access to any information necessary for the…