MSA Attachment 1 - Order of Precedence~3.docx
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- Solicitation number
- BD-25-1175-1175C-1175L-127564
- Issued by
- Massachusetts
About this file
This is an Order of Precedence document for a Master Service Agreement (MSA) between the Commonwealth of Massachusetts and a contractor for culturally and linguistically appropriate support services related to readability and usability. The document establishes the hierarchical precedence of all agreement documents, which is critical for contract interpretation and dispute resolution. The agreement comprises five tiers of documents, with the Data Management and Confidentiality Agreement holding the highest precedence, followed by the Health Connector Modified Terms and Conditions, the Request for Response (RFR) and any amendments, the negotiated MSA and Task Orders, and finally the Contractor's RFR response as modified through various request processes.
The order of precedence structure ensures that in the event of conflicting provisions across multiple documents, the documents listed first will control interpretation and performance requirements. This hierarchical framework is standard practice in complex procurement agreements and protects both the Commonwealth and the Contractor by providing clear guidance on which contractual language prevails. The document does not contain specific pricing, performance metrics, timelines, or deliverables, as its sole purpose is to define the governing document hierarchy for the overall MSA.
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Text version
MSA ATTACHMENT 1 – ORDER OF PRECEDENCE
Order of Precedence of Documents Comprising the Agreement
The entire Agreement between the parties consists of the following documents in the following order of precedence:
1. The Data Management and Confidentiality Agreement attached hereto as Attachment 3;
2. The Health Connector Modified Terms and Conditions, attached hereto as Attachment 6;
3. The RFR and any amendments thereto, and any request for technical corrections, clarifications or Best and Final Offers, unless specifically addressed and amended in the MSA;
4. This MSA negotiated by the Parties, and any Task Orders entered hereunder, and any other agreements negotiated by the Parties; and
5. The Contractor’s response to the RFR, as modified by its response to any requests for technical corrections, clarifications, BAFOs, or negotiation between the Parties.
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