MassDOT and MBTA Legal Services RFR Amended 6.4.2024.docx

MASSDOT AND MBTA OFFICE OF THE GENERAL COUNSEL

Request for Responses

General Legal Services

COMMBUYS Bid Number: BD-21-1030-0P100-0P041-63505

RFR Release Date: April 1, 2021 Amended June 5, 2024

UNSCSP CODE: 80120000 - Legal Services

INTRODUCTION

1.1. Purpose

The Massachusetts Department of Transportation (“MassDOT”) and the MBTA is issuing this Request for Proposals for Legal Services, COMMBUYS bid BD-21-1030-0P100-0P041-63505 to solicit responses from attorneys and law firms with knowledge and experience in the types of services set forth in this RFR as directed by MassDOT and MBTA Office of the General Counsel. The Office of the General Counsel seeks to augment the legal resources available to MassDOT and the MBTA by qualifying attorneys and law firms to provide services in both general legal and specific practice areas of law for MassDOT and the MBTA.

This RFR does not commit MassDOT or the MBTA to select any respondent or award any contract. MassDOT and the MBTA will not be responsible to pay for any costs incurred in preparing a Response or procure or contract for any services or supplies. MassDOT and the MBTA reserve the right, in its sole discretion, to accept or reject any or all submittals received, negotiate with any or all qualified Respondents, and request modifications to proposals in accordance with such negotiations; request supplemental or clarifying information from Respondents; or cancel, amend, or modify the RFR in part or in its entirety.

By structuring this process in the form of an RFR, Respondents will be competing against each other for selection by the MassDOT and MBTA Office of the General Counsel to provide it with the Services in one or more of the practice areas set forth in this RFR. The Office of the General Counsel will compare the submissions of all Respondents pursuant to the evaluation criteria set forth in this RFR. This RFR will remain open on a rolling basis for the next three (3) years, with the possibility of (1) one, three (3) year extension, to be exercised in MassDOT and the MBTA’s sole discretion. Qualifications of Respondents will be evaluated in no particular order, and in no particular time frame.

As the need arises for a specific legal service, a selected firm will be required to execute a Master Legal Services Agreement and submit a detailed Task Order and budget.

This RFR and any subsequent agreement does not require MassDOT or the MBTA to use the services of any attorney or law firm. MassDOT and the MBTA in its sole discretion, have the right to make none, some, or unlimited requests for the services and does not guarantee in any way the amount of services that will be requested of the attorney or law firm.

Individuals performing services for MassDOT and the MBTA will be considered “special state employees” subject to the provisions of the Massachusetts Conflict of Interest Law M.G.L. c.268A. MassDOT and the MBTA’s Master Legal Services Agreement requires certification to, among other things, compliance with the Conflict-of-Interest law.

1.2. Issuing Office

The MassDOT and MBTA Office of the General Counsel. From the date of the issuance of this RFR until the selection process has been concluded, all communications by respondents or their employees, agents, or consultants with any employee or official of MassDOT or the MBTA regarding this solicitation are expressly prohibited, and if such occur, may result in disqualification. Selected vendors will be required to execute standard contract forms with both MassDOT and the MBTA.

1.3 Applicable Procurement Law

Executive Branch Goods and Services

1.4 Acquisition Method

The acquisition method for any contracts resulting from this RFR is Fee-for-Service.

2. THE PROPOSAL

2.1 Proposal Preparation

One copy of each Proposal shall be prepared and submitted electronically. The Proposal shall not exceed (15) fifteen pages (one-sided) in length excluding the cover letter, relevant quantitative schedules, resumes of professionals, cost tables and other material as further specified in this RFR.

Proposal Submission

Proposals shall be submitted electronically via COMMBUYS no later than:

4:00 PM Eastern Standard Time on May 13, 2021 June 2, 2027, 3:00 PM Eastern Standard Time

Additional information clarifying matters represented in the Proposals may be requested by MassDOT and the MBTA at any time, and if so, Respondents shall provide such information in the manner and within the time specified. Proposals received after the deadlines set forth herein shall be considered late and may not be eligible for consideration. Failure to comply with the requirements of this RFR may serve as grounds for rejection of a response.

2.2. Schedule

The anticipated schedule for this RFR is as follows:

April 15, 2021 by 4:00pm EST.

Deadline for all questions and clarification inquiries; submitted via Commbuys

The issuing entity reserves the right to amend these dates at its discretion. Bidders are responsible for monitoring applicable dates in COMMBUYS for modifications to the schedule.

2.3. Questions Regarding the RFR

Any question(s) concerning this RFR should be submitted via Q&A functionality in COMMBUYS. All questions for the initial round of this RFR must be submitted no later than April 15, 2021 at 4:00 PM EST March 1, 2027 at 5PM EST

Responses to all questions received will be posted on April 29, 2021 March 9, 2024 to COMMBUYS. Answers to questions submitted shall be made available to all respondents as MassDOT and the MBTA determines in its sole discretion to be appropriate. MassDOT and the MBTA reserve the right to not answer a question or questions as it determines in its sole discretion.

MassDOT and the MBTA reserve the right to amend the RFR or to request additional information or clarification at any time.

2.4 Responses and Rolling Admission

Respondents are required to submit proposals in response to the RFR by the deadlines stated herein. After having had established the qualifications of the respondents, respondents will be notified of their prequalification to enter into, on an as needed basis, a Master Legal Services Agreement (copy of which is attached to this RFR). Proposals may be submitted on a rolling basis throughout the (3) three-year term and any extension thereto.

2.6 Responses Due

Initial responses will be due May 13, 2021 by 4:00PM EST. Responses received later than the date and time specified will be reviewed and evaluated by MassDOT and the MBTA on a periodic basis, the timing of which shall be at MassDOT/MBTA’s sole discretion.

3. SCOPE OF SERVICES

In 2019 the Office of General Counsel for MassDOT and the MBTA was restructured into four Centers of Excellence (COEs): Commercial Transactions, Employment and Labor, Corporate and Regulatory, and Litigation. The Office of the General Counsel seeks to augment its in-house expertise and seeks proposals for legal counsel services in the categories identified below. The Office of the General Counsel reserves the right to make changes to these categories requested over the term of the procurement. Respondent should clearly indicate in its responses which practice area (s) for which they would like to be considered.

Commercial Transactions: assist the OGC in all matters related to the numerous and complex commercial transactions undertaken by both MassDOT and the MBTA. The services will include reviewing, drafting, negotiating, and interpreting contracts and other legal documents for commercial transactions in which MassDOT and/or MBTA is a party, including contracts, procurements, and complex real estate development projects. Counsel will also provide advice and assistance to MassDOT and MBTA to ensure compliance with federal and state law and national best practices; to develop complex solicitations and contracts, including identifying risks and risk allocation and mitigation solutions; and to represent MassDOT and MBTA in administrative hearings, bid protests, mediations, and other contract dispute resolution proceedings. The Commercial Transactions COE includes the following practice areas:

Contracts and Procurements Capital Delivery-Construction Alternative Project Delivery Contract Dispute Resolution Real Estate Environmental Risk Management

Employment and Labor: assist the OGC in all matters related to employment and labor including providing legal advice in employment and labor-related matters; drafting and revising employment-related policies and procedures to insure compliance with state and federal law; conducting employment-related investigations; representing the MBTA and MassDOT before the Massachusetts Commission Against Discrimination and the Equal Employment Opportunity Commission; representing the MassDOT in labor arbitrations and before the Massachusetts Department of Labor Relations; representing the MBTA in employment-related litigation in state and federal court; and responding to complaints and requests for information from state and federal agencies, including the U.S. Department of Labor. The Employment and Labor COE includes the following practice areas:

Administrative Proceedings Employment and Labor Counseling and Advice Employment Litigation Employment Related Investigations Employment and Human Resource Policies and Procedures Labor Arbitration

Corporate and Regulatory: assist the OGC in matters related to the corporate governance and regulatory compliance of both MassDOT and the MBTA. Matters are likely to concern but are not limited to: policies related to advertising and signage; internal and outside audits, investigations and reports; fares and tolls including fare and toll changes and driver and rider data privacy; finance, including but not limited to bond issuance, reporting and disclosures; the evaluation and drafting of state and federal legislation and regulation; public records and records retention issues; compliance with state and federal statutes and regulations applicable to MassDOT and/or the MBTA; the obligations of MassDOT and the MBTA and its employees pursuant to the Massachusetts State Ethics Law and requests for waivers of conflict of interest from vendors participating in the delivery of the capital programs for MassDOT or the MBTA; and the fiduciary issues associated with the MBTA and MassDOT’s governing bodies and fiduciary committees and appointees.

The Corporate and Regulatory COE includes the following practice areas:

Litigation: assist the OGC in all matters related to litigation filed by or against MassDOT and the MBTA including tort, employment, and commercial contract, and eminent domain litigation in state and federal courts – practice areas within the Litigation COE include:

Business and Contract Litigation Bid Protest Litigation State and Federal Constitutional Torts (G.L. c. 235 § 37 and 42 USC §1983) Post-Administrative Employment Discrimination Labor Disputes Prevailing Wage Act

G.L. c. 258 Tort Matters involving Personal Injury and Property Damage Accident and Other Cost Recovery Litigation

Procurement Process:

Responses will be evaluated on a Best Value basis in which determinations will be made based on an evaluation of proposed hourly rates and other factors. Respondents may request qualification in one or more of the practice areas described herein. Responding attorneys and law firms should clearly indicate the practice area or areas for which they wish to be considered for selection. Blended rates will not be accepted. Cost tables must identify the rate for the first year. The costs and rates for subsequent years, including the extension term must also be included in the submitted cost tables.

Minimum Qualifications: Respondents must be licensed to practice in Commonwealth of Massachusetts and may not have pending matters of attorney discipline or criminal prosecution. If applicable, Respondents should disclose any pending disciplinary actions that might interfere should the firm be engaged to serve as counsel for MassDOT or the MBTA. In addition, Respondents should disclose any prior or current commitments the firm may have that might interfere or cause a conflict of interest should the firm be engaged to serve as counsel for MassDOT or the MBTA.

SUPPLIER DIVERSITY PLAN (SDP)

Program Background Pursuant to, Executive Order 599 the Commonwealth’s Supplier Diversity Program (SDP) promotes business-to-business relationships between awarded Contractors and diverse businesses and non-profit organizations (“SDP Partners”) certified or recognized by the Supplier Diversity Office (SDO).

All Bidders and Contractors are strongly encouraged to create a profile on the SDO’s Supplier Diversity Hub to access the Commonwealth’s supplier diversity resources and tools.

Financial Commitment Requirements All Bidders responding to this solicitation are required to make a meaningful financial commitment (“SDP Commitment”) to partnering with one or more SDO-certified or recognized diverse business enterprise or non-profit organization. This SDP Commitment must be expressed as a percentage of any contract sales resulting from this solicitation that would be spent with the SDP Partner(s).

After contract award (if any), the Total SDP Commitment shall become a contractual requirement to be met annually on a Massachusetts fiscal year basis (July 1 – June 30) for the duration of the contract. The minimum total SDP Commitment acceptable in responses to this solicitation shall be 1%. Bidders shall be awarded additional evaluation points for higher SDP Commitments.

No contract shall be awarded to a Bidder without an SDP Commitment that meets the requirements stated herein. This requirement extends to all Bidders regardless of their own supplier diversity certification.

Eligible SDP Partner Certification Categories SDP Partners must be business enterprises and/or non-profit organizations certified or recognized by the SDO in one or more of the following certification categories:

· Minority-Owned Business Enterprise (MBE)

· Minority Non-Profit Organization (M/NPO)

· Women-Owned Business Enterprise (WBE)

· Women Non-Profit Organization (W/NPO)

· Veteran-Owned Business Enterprise (VBE)

· Service-Disabled Veteran-Owned Business Enterprise (SDVOBE)

· Disability-Owned Business Enterprise (DOBE)

· Lesbian, Gay, Bisexual, and Transgender Business Enterprise (LBGTBE) Eligible Types of Business-to-Business Relationships Bidders and Contractors may engage SDP Partners in the following two ways:

· Subcontracting, defined as a partnership in which the SDP partner is involved in the provision of products and/or services to the Commonwealth.

· Ancillary Products and Services, defined as a business relationship in which the SDP partner provides products or services that are not directly related to the Contractor’s contract with the Commonwealth but may be related to the Contractor’s own operational needs.

Other types of business-to-business relationships are not acceptable under this contract. All provisions of this RFR applicable to subcontracting shall apply equally to the engagement of SDP Partners as subcontractors.

Program Flexibility The SDP encompasses the following provisions to support Bidders in establishing and maintaining sustainable business-to-business relationships meeting their needs:

· SDP Partners are not required to be subcontractors.

· SDP Partners are not required to be Massachusetts-based businesses.

· SDP Partners may be changed or added during the term of the contract if the Contractor continues to meet its SDP Commitment.

SDP Plan Form Requirements All Bidders must complete the SDP Plan Form included in this solicitation and attach it to their bid response. In addition to proposing an SDP Commitment, each Bidder must propose one or more SDP Partner(s) to utilize to meet its SDP Commitment. Certified diverse Bidders may not list their own companies, or their subsidiaries or affiliates, as SDP Partners and may not meet their SDP Commitment by spending funds internally or with their own subsidiaries or affiliates.

Bidders may propose SDP Partners that are:

· Certified or recognized by the SDO: Such partners appear in the SDO Directory of Certified Businesses or in the Veteran Small Business Certification (VetCert) directory. After contract award (if any), spending with such partners will contribute to meeting the Contractor’s SDP Commitment.

· Not yet certified or recognized by the SDO: Such partners must be certified in eligible categories by a third-party certification body, such as another city or state supplier diversity certification office, the National Minority Supplier Development Council, the Women Business Enterprise National Council, Disability: IN, or the National LGBT Chamber of Commerce (NGLCC), but not listed in the above-mentioned directories. Self-certification is not acceptable. While Bidders may list such proposed SDP Partners on their SDP Plans, spending with such partners will not contribute to meeting the Contractor’s SDP Commitment unless they apply for and are granted SDO supplier diversity certification or recognition. If proposed SDP Partners do not receive SDO supplier diversity certification or recognition, then the Contractor must find alternative SDP Partners to meet their SDP Commitment.

It is the responsibility of the Contractor to ensure that their proposed SDP Partners obtain such certification or recognition by the SDO after contract award (if any). The issuing department and the SDO will not conduct outreach to proposed SDP Partners to ensure their certification. Furthermore, no guarantee may be made that a proposed SDP Partner will be certified, or regarding the time it may take to process a proposed SDP Partner certification. Contractors may direct partners to the SDO’s homepage, www.mass.gov/sdo and the Certification Self-Assessment Tool for guidance on applying for certification.

It is desirable that Bidders provide an SDP Focus Statement that describe the bidder’s overall approach to increasing the participation of diverse businesses in the provision of products and services under this proposal/contract (subcontracting) and in the bidder’s general business operations (ancillary products and services). Such a description may include but not be limited to:

· A clearly stated purpose or goal.

· Specific types of diverse and small businesses targeted.

· Which departments/units within the business are responsible for implementing supplier diversity.

· Types of opportunities for which diverse and small businesses are considered.

· Specific measures/methods of engagement of diverse and small businesses.

· An existing internal supplier diversity policy.

· Public availability of the Bidder’s supplier diversity policy.

It is also desirable that Bidders use the SDP Plan Form to describe additional creative initiatives (if any) related to engaging, buying from, and/or collaborating with diverse businesses. Such initiatives may include but not be limited to:

· Serving as a mentor in a mentor-protégé relationship.

· Technical and financial assistance provided to diverse businesses.

· Participation in joint ventures between nondiverse and diverse businesses.

· Voluntary assistance programs by which nondiverse business employees are loaned to diverse businesses or by which diverse business employees are taken into viable business ventures to acquire training and experience in managing business affairs.

Evaluation of SDP Forms To encourage substantial Bidder supplier diversity initiatives and commitments as measures valuable to the Commonwealth, at least 25% of the total available evaluation points for this bid solicitation shall be allocated to the evaluation of the SDP Plan submissions. Because the purpose of the SDP is to promote business-to-business partnerships, the Bidders’ workforce diversity initiatives will not be considered in the evaluation.

SDP Spending Reports and Compliance After contract award, Contractors must submit reports at least annually to demonstrate compliance with the agree-upon SDP Commitment. To submit SDP spending reports using the Hub, Contractors must create a profile in the Hub. Contractors must follow report submission instructions from the issuing department and the SDO. This reporting is in addition to the quarterly requirements mentioned in the section labeled “Reporting Requirements and Due Dates” of this document.

SDP Spending Compliance Only spending with SDP Partners that appear in the SDO Directory of Certified Businesses or in the Veteran Small Business Certification (VetCert) directory shall be counted toward a Contractor's compliance with their SDP Commitment.

Spending with SDP Partners that do not appear in the directories above shall not be counted towards meeting a Contractor’s SDP Commitment.

It is always the responsibility of the Contractor to ensure they meet their SDP Commitment, and the SDO, and the issuing department, assume no responsibility for any Contractor’s failure to meet its SDP Commitment.

SDP Spending Verification The SDO and the contracting department reserve the right to contact SDP Partners at any time to request that they attest to the amounts reported to have been paid to them by the Contractor.

Program Resources and Assistance Contractors seeking assistance in the development of their SDP Plans or identification of potential SDP Partners may visit the SDP webpage, www.mass.gov/sdp, or contact the SDP Help Desk at sdp@mass.gov.

Supplier Diversity Program Massachusetts Executive Order 565 reaffirmed and expanded the Commonwealth’s policy to promote the award of state contracts in a manner that develops and strengthens certified Minority Business Enterprises (MBEs), Women Business Enterprises (WBEs), Minority and Women Nonprofit Organizations (M/WNPOs), Veteran Business Enterprises (VBEs), Service-Disabled Veteran-Owned Business Enterprises (SDVOBEs), Disability-Owned Business Enterprises (DOBEs), and Lesbian, Gay, Bisexual and Transgender Business Enterprises (LGBTBEs).

Partnerships with M/WBEs, M/WNPOs, VBEs and SDVOBEs: All bidders are required to make a significant financial commitment to partner with certified M/WBEs, M/WNPOs, VBEs and/or SDVOBEs certified or verified by the Supplier Diversity Office (SDO). Bidders must identify a commitment in the form of a specific percentage of sales made under the resulting contract that will be spent with an SDP Partner(s) on a Massachusetts fiscal year basis, using SDP Plan Form #1 – SDP Plan Commitment. This percentage commitment will extend for the life of any resulting contract.

This requirement extends to all bidders regardless of their certification status, and no bidder will be awarded a Contract unless and until the above requirement is met. Bidders may not list themselves or affiliates as SDP Partners. In order to ensure compliance with this section and encourage bidder participation, SDP Plans will be evaluated at 10% or more of the total evaluation score for all for Large Procurements (those with a total value of greater than $150,000). SDP Plan submission is encouraged but not required for Small Procurements (those with a total value equal to or less than $150,000).

Once an SDP commitment is approved, the agency will monitor the Contractor’s performance, and use the Contractor’s reported expenditures with M/WBEs, M/WNPOs, VBEs and SDVOBEs to fulfill their own SDP expenditure benchmarks. The Commonwealth reserves the right to contact SDP Partners at any time to request that they attest to the amounts reported to have been paid to them by the Contractor.

SDP Forms: Unless otherwise specified in the RFR, the following SDP forms are required to be submitted by the deadlines noted below in order to meet the mandatory participation requirements of the SDP:

During the life of the contract, the Commonwealth reserves the right to expand the range of certified business categories available for SDP partnerships to all those mentioned above and/or request reports on the Contractors’ spending with such certified business categories.

Supplier Diversity Program (SDP) Resources:

· Lists of M/WBEs, M/WNPOs, VBEs, SDVOBEs, DOBEs and LGBTBEs certified or verified by the Supplier Diversity Office (SDO) are located at www.mass.gov/sdo.

· Resources to assist Prime Bidders in finding potential Certified Partners can be found at www.mass.gov/sdp.

· The Operational Services Division offers trainings on compliance with the SDP Plan requirements. Registration information for upcoming trainings can be found on the Supplier Diversity Program Trainings webpage.

Required Submittals: Responses should include the following:

Each proposal shall be no longer than 15 pages and should include a cover letter not to exceed (2) pages in length. The letter shall summarize the principal points of the proposal and shall be signed by the respondent who would serve as the primary contact to MassDOT and the MBTA. The letter must state that the terms and conditions in the proposal will remain valid for at least (1) one year from the proposal due date or (1) one year from proposals submitted on a rolling basis.

All responses must be submitted electronically in accordance with the RFR. Electronic submissions must be in pdf format.

Each submission shall include a statement indicating compliance with the MassDOT and MBTA Terms and Conditions and the MassDOT and MBTA Standard Contract Form (separately for each entity) contained in this RFR.

Respondent acknowledges and agrees that any and all data, materials and documentation submitted to MassDOT and the MBTA in response to this RFR shall become MassDOT and the MBTA’s property and shall be subject to public disclosure under the Massachusetts Public Records Law. By submitting a response to this RFR, Respondent acknowledges and agrees that they will be bound by MassDOT policies and procedures and that MassDOT shall not be liable under any circumstances for the disclosure of any materials submitted to it pursuant to this RFR or upon selection.

Executive Summary: Responses should include a summary of Respondent’s firm, its qualifications, and its proposed approach to providing legal services for the practice area or areas for which Respondent seeks to be selected.

Past Experience: Responses should include relevant experience and qualifications including work conducted on similar matters for which Respondent is seeking to be selected.

Key Personnel: Responses should include resumes of key personnel who would be responsible for managing and providing legal services to both MassDOT and the MBTA. Responses should identify who would be the primary point of contact for the MassDOT and MBTA Office of General Counsel.

References: Responses should include references on the provided business reference form from at least three (3) clients who have engaged the Respondent’s services on matters related to the respective categories for which Respondent is seeking selection.

Bidder’s price proposal, including fee schedule and cost table:

Master legal Services Agreement for MassDOT and MBTA

All Commonwealth of MA required forms

Variations on Services Specified Above

Attorneys and law firms that have unique expertise in areas related in some relevant capacity to any of the practice areas set forth above are encouraged to submit responses. Additionally, firms are encouraged to propose such other legal services that they believe would be of interest to MassDOT and the MBTA. Such responses should include an explanation of how and why such services would be useful to MassDOT and the MBTA.

PROPOSAL EVALUATION

A Selection Committee (“Committee”) will evaluate all proposals for qualification purposes, and in the event of the need to enter into a Master Legal Services Agreement, Respondents will asked to execute a Master Legal Services Agreement.

Initial Screening

The Committee will screen the proposals to determine overall responsiveness. The Committee may disqualify proposals that are determined to be in any way incomplete or non-responsive. The initial screening may include contacting references or other inquiries to verify the representations made in the proposal.

Evaluation Process

In accordance with the requirements of the RFR, the Committee will evaluate the qualifications and capabilities of each respondent as set forth in the proposal submitted. The Committee will consider technical approaches, business qualifications, knowledge of the subject matter, commitment of resources, and proposed rates as set forth in the proposal to determine Respondent’s ability to provide the services contained in this RFR.

Oral Presentations

Based on its evaluation, the Committee may ask Respondents to make oral presentations.

MassDOT and the MBTA reserve the right to investigate and review the background of any or all personnel assigned to work under an approved Task order and, based on such investigations, to reject the use of any person/s. Any other changes to personnel requires formal written approval by MassDOT and the MBTA, and MassDOT and the MBTA reserve the right to terminate a Task Order and/or a Master Legal Services Agreement if changes are not approved.

Fees, Billing Rates and Structure

Respondent shall submit a fee schedule and cost table. Respondents are required to include the following information in their response:

(1) A schedule of hourly rates to be charged by personnel identified in the qualification statement and rates for additional personnel that may work on specific assignments.

(2) Rates to be charged for (1) one year and moderate escalations through the term and all extension periods.

(3) Discounts, if any, which are being offered from standard hourly rates.

Respondent shall submit a list, by type and amount, of any additional fees, overhead charges, or reimbursable expenses, if any. As a general policy, MassDOT and the MBTA do not pay mark-ups on reimbursables or out-of-pocket expenses, nor does MassDOT or the MBTA pay for word processing, secretarial overtime or meals.

All responses must include completed and signed Forms included in this RFR.

Evaluation Methodology

In evaluating the proposals received, the MassDOT and the MBTA will consider the following factors:

(a) Technical Qualifications

· Ability of respondent to meet the requirements set forth in this RFR

· Demonstrated capacity, staffing, and organizational structure to perform the type of Services sought in this RFR

· Qualifications, technical experience, and prior work experience of key personnel identified to provide the Services in each applicable practice area

· Record of performance with other clients and experience in providing similar services to other clients

· Understanding scope of services and demonstrated knowledge of the practice areas identified in this RFR for which Respondent seeks selection

The order of these factors does not generally denote relative importance, and MassDOT and the MBTA reserve the right to consider such other relevant factors as it deems appropriate in order to obtain “best value” providers of the Services set forth herein. MassDOT and the MBTA acknowledge that selecting “best value” providers primarily requires a balanced combination of (1) reasonable Offered Rates and the availability of discounted rates, flat fees, and caps on fees; and (2) strong experience and demonstrated expertise in the practice area(s) for which respondent seeks selection.

Other Provisions and Reservations by MassDOT and the MBTA

MassDOT and the MBTA may or may not seek additional information from respondents prior to making contractor selections. MassDOT and the MBTA reserve the right to suspend, withdraw or amend this RFR at any time, for any reason. MassDOT and the MBTA reserve the right to reject any proposal not submitted in conformance with this RFR and any addenda thereto. MassDOT and the MBTA reserve the right, in its sole discretion, to reject any and all proposals for any reason. MassDOT has determined that the procurement of counsel through a competitive process is in the best interest of MassDOT and the MBTA.

Proposals which in MassDOT and the MBTA’s judgment fail to meet the requirements of this RFR or which are incomplete, conditional or obscure, or which contain additions, deletions, alterations, errors, or other irregularities may be rejected. MassDOT and the MBTA reserve the right to waive any of the foregoing.

All responses, proposals, related documentation, and information submitted in response to this RFR are subject to the Massachusetts Public Records Law, M.G. L. c. 66, §10, and to M.G.L. c. 4, §7(26), regarding public access to such documents. Any statements reserving any confidentiality or privacy rights in submitted responses or otherwise inconsistent with these statutes will be void and disregarded.

Any selected respondent must recognize that in the performance under the Master Legal Services Agreement and any Task Orders issued thereunder it may become a holder of personal data (as defined in M.G.L. c. 66A) or other information deemed confidential by MassDOT and the MBTA. Respondent shall comply with the laws and regulations relating to confidentiality and privacy, including any rules or regulations of MassDOT and the MBTA.

It is the policy of MassDOT and the MBTA that contracts are awarded only to responsive and responsible respondents. In order to qualify as responsive, the respondent must respond to all requirements of the RFR in a complete and thorough manner.

Unless otherwise specified in this RFP, all communications, responses, and documentation must be in English, and all cost proposals or figures in U.S. currency.

Respondents are prohibited from communicating directly with any employee of MassDOT or the MBTA except as specified in this RFR, and no other individual MassDOT or MBTA employee or representative is authorized to provide any information or respond to any questions or inquiries concerning this RFR.

MassDOT and the MBTA may provide reasonable accommodations, including the provision of material in an alternative format, for qualified respondents with disabilities or other hardships. Respondents requiring accommodations shall submit requests by email, with supporting documentation justifying the accommodations. MassDOT and the MBTA reserves the right to grant or reject any request for accommodations.

The Respondent may not alter the RFR or its components except for those portions intended to collect the respondent’s response (Cost pages, etc.). Modifications to the body of this RFR, specifications, terms and conditions, or which change the intent of this RFR are prohibited. Any modifications other than where the respondent is prompted for a response may disqualify the response.

Respondent’s submitted response shall be treated by MassDOT and the MBTA as an accurate statement of Respondent’s capabilities and experience. Should any statement asserted by Respondent prove to be inaccurate or inconsistent with the foregoing, such inaccuracy or inconsistency shall constitute sufficient cause for rejection of the response and/or of any resulting contract.

MassDOT or the MBTA’s prior approval is required for any subcontracted services under any Master Legal Services Agreement entered into as a result of this RFR. Selected Respondents are responsible for the satisfactory performance and adequate oversight of their subcontractors. Subcontractors are required to meet the same requirements and are held to the same reimbursable cost standards as the selected Respondents.

This RFR has been distributed electronically using the COMMBUYS. If MassDOT and the MBTA determines that it is necessary to revise any part of this RFR, or if additional data is necessary to clarify any of its provisions, an addendum will be posted to COMMBUYS. It is the responsibility of respondents to check the COMMBUYS for any addenda or modifications to an RFR to which they intend to respond. MassDOT and the MBTA accept no liability and will provide no accommodation to respondents who submit a response based on an out-of-date RFR document.

The selection of attorneys and law firms will be dependent upon ongoing conflicts disclosure by the selected Respondents. Further, engagement of attorneys or law firms may be subject to the approval of the Governor’s Chief Legal Counsel and the Massachusetts Attorney General prior to engagement.

In order to encourage participation by a diverse bidding pool, MassDOT and the MBTA reserve the right to modify applicable insurance requirements on a per-vendor or per-engagement basis. Any such modifications shall be at the sole discretion of MassDOT and the MBTA.

HOW TO SUBMIT A BID RESPONSE

ALL BID RESPONSES SHALL BE UPLOADED DIRECTLY TO THE BID IN COMMBUYS; NO EXECPTIONS.

Steps for Bidders to Submit a Quote

1. Launch the COMMBUYS website by entering the URL (www.COMMBUYS.com) into the browser.

2. Enter Bidder login credentials and click the Login button on the COMMBUYS homepage. Bidders must be registered in COMMBUYS in order to submit a Quote. Each Vendor has a COMMBUYs Seller Administrator, who is responsible for maintaining authorized user access to COMMBUYS.

3. Upon successful login, the Vendor home page displays with the Navigation and Header Bar as well as the Control Center. The Control Center is where documents assigned to your role are easily accessed and viewed.

4. Click on the Bids tab

5. Clicking on the Bid tab opens four sections:

a. Request for Revision

b. Bids/Bid Amendments

c. Open Bids

d. Closed Bids

6. Click on the blue Open Bid hyperlinks to open and review an open bid

7. A new page opens with a message requesting you acknowledge receipt of the bid. Click Yes to acknowledge receipt of the bid. Bidders should acknowledge receipt to receive any amendments/updates concerning this bid.

8. After acknowledgement, the bid will open.

The top left half of the page contains the following information:

a. Purchaser

b. Department

c. Contact for this bid

d. Type of purchase

i. Open Market

ii. Blanket

e. Pre-Bid Conference details (if applicable)

f. Ship-to and Bill-to addresses

g. Any attachments to the bid, which may include essential bid terms, response forms, etc.

The top right half of the bid includes the following information:

h. Bid Date

i. Required Date

j. Bid Opening Date – date the bid closes and no further quotes will be accepted

k. Informal Bid Flag

l. Date goods/services are required

9. The lower half of the page provides information about the specific goods/services the bid is requesting.

10. Click Create Quote to begin.

11. The General tab for a new quote opens. This page is populated with some information from the bid. Fields available to update include:

a. Delivery days

b. Shipping terms

c. Ship via terms

d. Is “no” bid – select if you will not be submitting a quote for this bid

e. Promised Date

f. Info Contact

g. Comments

h. Discount Percent

i. Freight Terms

j. Payment Terms It is important to note that the bid documents (RFR and attachments) may specify some or all of these terms and may prohibit you from altering these terms in your response. Read the bid documents carefully and fill in only those items that are applicable to the bid to which you are responding.

Update these fields as applicable to the bid and click Save & Continue to save any changes and create a Quote Number. The page refreshes and messages display. Any message in Red is an error and must be resolved before the quote can be submitted. Any message in Yellow is only a warning and will allow processing to continue.

The following messages are received:

Terms & Conditions is not acknowledged – to resolve this, click on the Terms & Conditions tab and accept the terms. Your quote has not been submitted – information message; no action required

12. Click on the Terms & Conditions Tab. This tab refers to the terms and conditions that apply to this bid. The terms and conditions must be accepted before your quote can be submitted. If your acceptance is subject to any exceptions, those exceptions must be identified here. Exceptions cannot contradict the requirements of the RFR, or required Commonwealth standard forms and attachments for the bid. For instance, an RFR may specify that exceptions may or will result in disqualification of your bid.

13. Click the Items tab. The Items tab displays information about the items requested in the bid. To view additional details about an item, click the item number (blue hyperlink) to open.

14. The item opens. Input all of your quote information and click Save & Exit.

15. CONFIDENTIAL INFORMATION: If documents uploaded in your quote response contain confidential information (security sensitive, EFT, W9, Commonwealth Terms and Conditions), you must mark each item as confidential. The confidential column on the Attachments view allows the user to select whether the attached form is confidential or not. Place a check box under the confidential column for each confidential attached form.

16. Click on the Attachments Tab. Follow the prompts to upload and name all required attachments and forms and bid response documents in accordance with the instructions contained in the solicitation or bid documents. After uploading each individual file or form, click Save & Continue. After you have uploaded all required documents click Save & Exit. Be sure to review your attachments to make sure each required document has been submitted.

17. Click the Summary tab. Review the information and update/correct, as needed. If the information is correct, click the Submit Quote button at the bottom of the page.

18. A popup window displays asking for verification that you wish to submit your quote. Click OK to submit the quote.

19. The Summary tab redisplays with an updated Status for the quote of Submitted.

20. Your quote submission is confirmed only when you receive a confirmation email from COMMBUYS. If you have submitted a quote and have not received an email confirmation, please contact the OSD Help Desk at OSDHelpDesk@mass.gov - Phone: (617)720-3300 If you wish to revise or delete a quote after submission, you may do so in COMMBUYS: (1) for a formal bid, prior to the bid opening date, or (2) for an informal bid (which may be viewed upon receipt), prior to the opening of your quote by the issuing entity or the bid opening date, whichever is earlier.

Bidders may not submit Multiple Quotes in response to a Bid unless the Bid authorizes Multiple Quote submissions. If you submit multiple quotes in response to a bid that does not allow multiple quotes, only the latest submission prior to the bid opening date will be evaluated.

INSTRUCTIONS FOR EXECUTION AND SUBMISSION OF COMMONWEALTH STANDARD FORMS

Commonwealth Standard Contract Form Sign electronically as described above; if notified of Contract award, complete as directed below and submit on paper with original ink signature and date.

By executing this document or signing it electronically, the Bidder certifies, under the pains and penalties of perjury, that it has submitted a Response to this RFR that is the Bidder’s Offer as evidenced by the execution of its authorized signatory, and that the Bidder’s Response may be subject to negotiation by the SST. Also, the terms of the RFR, the Bidder’s Response and any negotiated terms shall be deemed accepted by the Operational Services Division and included as part of the Contract upon execution of this document by the State Purchasing Agent or his designee.

If the Bidder does not have a Vendor Code beginning with “VC,” or does not know what their Vendor Code is, the Bidder should leave the Vendor Code field blank. The Bidder should NOT enter a Vendor Code assigned prior to May 2004, as new Vendor Codes have been assigned to all companies since that time.

Signature and date MUST be handwritten in ink, and the signature must be that of one of the people authorized to execute contracts on behalf of the Contractor on the Contractor Authorized Signatory Listing (See below).

Commonwealth Terms and Conditions/Commonwealth IT Terms and Conditions Sign electronically as described above; if notified of Contract award, complete as directed below and submit on paper with original ink signature and date, or submit a copy of a previously executed, up-to-date copy of the appropriate form as directed below.

If the Bidder has already executed and filed the appropriate Commonwealth Terms and Conditions form pursuant to another RFR or Contract, a copy of this form may be included in place of an original. If the Bidder’s name, address or Tax ID Number have changed since the Commonwealth Terms and Conditions form was executed, a new Commonwealth Terms and Conditions form is required. The Commonwealth Terms and Conditions are hereby incorporated into any Contract executed pursuant to this RFR.

This form must be unconditionally signed by one of the authorized signatories (see Contractor Authorized Signatory Listing, below), and submitted without alteration. If the provisions in this document are not accepted in their entirety without modification, the entire Proposal offered in response to this Solicitation may be deemed non-responsive.

The company’s correct legal name and legal address must appear on this form, and must be identical to the legal name and legal address on the Request for Taxpayer Identification and Certification Number (Mass. Substitute W9 Form).

Request for Taxpayer Identification Number and Certification (Mass. Substitute W9 Form) Sign electronically as described above; if notified of Contract award, complete as directed below and submit on paper with original ink signature and date, or submit a copy of a previously executed, up-to-date copy of the form as directed below.

If a Bidder has already submitted a Request for Taxpayer Identification and Certification Number (Mass. Substitute W9 Form) and has received a valid Massachusetts Vendor Code, an original W-9 form is not required. A copy of the form as filed may be included in place of an original. If the Bidder’s name, address or Tax ID Number have changed since the Mass. Substitute W9 Form was executed, a new Mass. Substitute W9 Form is required. The information on this form will be used to record the Bidder’s legal address and where payments under a State Contract will be sent. The company’s correct legal name and legal address must appear on this form, and must be identical to the legal name and legal address on the Commonwealth Terms and Conditions. Please do not use the U.S Treasury’s version of the W9 Form.

Contractor Authorized Signatory Listing Sign electronically as described above; if notified of Contract award, complete as directed below and submit on paper with original ink signature and date.

In the table entitled “Authorized Signatory Name” and “Title,” type the names and titles of those individuals authorized to execute contracts and other legally binding documents on behalf of the Bidder. Bidders are advised to keep this list as small as possible, as Contractors will be required to notify the Procurement Manager of any changes. If the person signing in the signature block on the bottom of the first page of this form will also serve as an “Authorized Signatory,” that person’s name must be included in the typed table.

With regard to the next paragraph, which begins “I certify that I am the President, Chief Executive Officer, Chief Fiscal Officer, Corporate Clerk or Legal Counsel for the Contractor…,” if your organization does not have these titles, cross them out and handwrite the appropriate title above the paragraph.

The signature and date should be handwritten in ink. Title, telephone, fax and eMail should be typed or handwritten legibly.

The second page of the form (entitled “Proof of Authentication of Signature”) states that the page is optional. However, the “optional” aspect of the form is that Commonwealth Departments are not required to use it. In the case of Statewide Contracts, this page is REQUIRED, not optional. The person signing this page must be the same person signing the Standard Contract Form, the Commonwealth Terms and Conditions, and the RFR Checklist.

Please note that in two places where the form says “in the presence of a notary,” this should be interpreted to mean “in the presence of a notary or corporate clerk/secretary.” Either a notary or corporate clerk/secretary can authenticate the form; only one is required.

Organizations whose corporate clerks/secretaries authenticate this form are not required to obtain a Corporate Seal to complete this document.

Supplier Diversity Program Plan Form 1 Download this form and complete as directed below; include with online submission. Ink signature is not required.

The specific Supplier Diversity Program (SDP) requirements for this procurement can be found earlier in this document.