RFP_Audit_2015-GA-07_final.docx

Request for Proposals RFP No. 2015-GA-07 For Audit Services

Request for Proposals RFP No.

For

Request for Proposals for Audit Services RFP No. 2015-GA-07

Massachusetts Technology Collaborative Corporate Finance 75 North Drive Westborough, MA 01581-3340 http://www.masstech.org

1 Introduction Massachusetts Technology Collaborative (“Mass Tech Collaborative”) is issuing this Request for Proposals for Audit Services (RFP No. 2015-GA-07) (the “RFP”) to solicit responses from qualified firms (“Respondents”) interested in providing such Audit Services related to auditing Mass Tech Collaborative’s financial statements and internal controls, all as more fully set forth in this RFP. Respondents will be competing against each other for selection to provide the Audit Services set forth herein (the “Services”). The submissions of all Respondents shall be compared and evaluated pursuant to the evaluation criteria set forth in this RFP, and a single Respondent shall be selected.

RESPONDENTS PLEASE NOTE:

See Section 3 for other eligibility requirements.

2 Background on Sponsors and Project

2.1 Massachusetts Technology Collaborative

Mass Tech Collaborative is an independent public instrumentality of the Commonwealth of Massachusetts chartered by the Commonwealth to serve as a catalyst for growing its innovation economy. Mass Tech Collaborative brings together leaders from industry, academia, and government to advance technology-focused solutions that lead to economic growth, job creation, and public benefits in Massachusetts. Mass Tech Collaborative energizes emerging markets in the high-tech sector by filling gaps in the marketplace, connecting key stakeholders, expanding broadband services, conducting critical economic analysis, and providing access to intellectual and financial capital. Mass Tech Collaborative has three primary divisions: The Innovation Institute at the MassTech Collaborative, the Massachusetts Broadband Institute, and the Massachusetts e-Health Institute. For additional information about Mass Tech Collaborative and its programs and initiatives, please visit our website at www.masstech.org.

2.2 Division Description

2.2.1 The Innovation Institute at the MassTech Collaborative

Established in 2004 as a division of Mass Tech Collaborative, the Innovation Institute works to support key industry clusters and to improve conditions for growth in the Commonwealth’s Innovation Economy. The ‘Innovation Economy’ can be described as the economy that transforms knowledge into new ideas, ways or patterns of thinking, products, processes and services that fuel economic growth, create employment and wealth, and generate significant improvements in the region’s standard of living.

The Innovation Institute provides targeted, expert services, often accompanied by investments, to support the growth and enhance the competitiveness of key industry clusters in the Commonwealth’s knowledge economy. Region by region, sector by sector, the Innovation Institute’s goal is to strengthen industry’s ability to create and retain jobs. The ability to allocate and invest capital in a flexible manner and address ever-changing market conditions is a vital advantage for the Innovation Institute’s work. The Innovation Institute also invests in building the research enterprise in Massachusetts.

The tools the Innovation Institute employs to invest in the Commonwealth’s economic success include:

· convening of policymakers and stakeholders to create a solid framework for sound policy decisions;

· objective, fact-based information, research and analysis;

· strategic, targeted investments; and

· cutting-edge policy initiatives.

The convergence of activities and investments lends itself to productive cross-sector collaborations and partnerships between the public and private sectors, enhancing the ability of Massachusetts to compete for business, talent and opportunities in the global marketplace. For more information about the Innovation Institute and its activities and investments, please visit the web site at www.masstech.org/innovation-institute .

2.2.2 The Mass Broadband Institute

The MBI is the central broadband program for the Commonwealth. The MBI was created on August 4, 2008, when Governor Deval Patrick signed Chapter 231 of the Acts of 2008, An Act Establishing and Funding the Massachusetts Broadband Institute (the “Broadband Act”). The primary mission of the MBI is to extend affordable, robust, high-speed Internet access to all homes, businesses, schools, libraries, medical facilities, government offices and other public places across Massachusetts, with a focus on the hard-to-serve areas of western and central Massachusetts. For more information about the MBI and its programs and activities generally, please visit the web site at www.massbroadband.org.

2.2.3 The Massachusetts e-Health Institute

The Massachusetts e-Health Institute (“MeHI”) was created as a non-divisible component of the Mass Tech Collaborative by the enactment of Chapter 305 of the Acts of 2008. MeHI’s activities are overseen by the Board of the Massachusetts Technology Collaborative and coordinated with the activities of the Executive Office of Health and Human Services (“EOHHS”) and the Massachusetts Health Policy Commission to best leverage the Commonwealth’s investments in supporting health information technology adoption. MeHI has four key initiatives in the areas of eHealth eQuality, Connected Communities, Meaningful Use Support and eHealth Cluster Development. For more information about MeHI please visit the web site at http://mehi.masstech.org.

Mass Tech Collaborative is seeking to procure the services of a public accounting firm to perform an annual financial audit of the financial statements of the Corporation for fiscal years ending June 30th of 2015, 2016 and 2017 and an audit to report on Mass Tech Collaborative’s compliance in accordance with the U.S. Office of Management and Budget (OMB) Circular A-133 Compliance Supplement for each major federally-funded program as required.

3.2 Scope of Services

Annual Financial Audit (including OMB A-133 Compliance audit when needed): The audit should be performed in accordance with auditing standards generally accepted in the United States of America and standards applicable to the financial audits contained in Government Auditing Standards as set by the Comptroller General of the United States.

The services that will be required shall include:

An independent financial audit of the financial statements for the purposes of forming an opinion of the basic financial statements and to determine whether operations were conducted in accordance with all statutory and legal requirements, including a report on internal control over financial reporting and on compliance and other matters based upon the audit performed in accordance with Government Auditing Standards;

An independent audit in accordance with OMB A-133 for each federal program requiring such audit in any fiscal period. As of fiscal year 2015, Mass Tech Collaborative has two federal open grants under ARRA, both of which have end dates during the fiscal year.

Informing the organization of requirements of all new accounting and financial reporting pronouncements of the Governmental Accounting Standards Board (“GASB”) and other applicable standards; and Providing guidance and advice on financial accounting and reporting issues on an as needed basis as well as through regular quarterly meetings with the Mass Tech Collaborative finance team.

The selected firm shall be expected to manage to the following audit schedule:

Audit planning – May Interim Audit Fieldwork – mid June/early July Audit fieldwork – Late August through September Audit reports finalized – Mid-October Participation in the meeting of the Budget, Investment and Operations Committee of the Mass Tech Collaborative Board of Directors – Mid-November

Required Deliverables of this engagement will include (i) Audited Annual Financial Statement, (ii) Audited Annual Financial Statement including A-133 Report as required under federal grant requirements, (iii) Presentation Materials for the Budget and Operations Committee, and (iv) Notifications of any GASB updates.

The prior two audited financial statements and A-133 audits of the Massachusetts Technology Park Corporation will be made available in PDF format upon request.

3.3 Eligibility

The selected audit firm(s) shall have the following minimum qualifications:

The RFP process will proceed according to the following anticipated schedule:

11/25/20142014 RFP Issued.

12/12/2014 Deadline for all questions and clarification inquiries, preferably submitted via e-mail to proposals@masstech.org

12/17/2014 Deadline for all answers to Respondents questions.

1/9/2015 Responses due by 3:00 p.m.

Responses will be due no later than 3:00 p.m. EST, on 1/9/2015. Responses received later than the date and time specified will be rejected or deemed non-conforming and may be returned to the Respondent unopened. Mass Tech Collaborative assumes no responsibility or liability for late delivery or receipt of responses.

4.2 Questions

Questions regarding this RFP must be submitted by electronic mail to proposals@masstech.org with the following Subject Line: “Questions – RFP No. 2015-GA-07“). All questions must be received by 5:00 p.m. EST on 12/12/2014. Responses to all questions received will be posted on or before 5:00 p.m. on 12/17/2014 to Mass Tech Collaborative and Comm-Buys website(s).

4.3 Instructions for Submission of Responses:

Respondents are cautioned to read this RFP carefully and to conform to its specific requirements. Failure to comply with the requirements of this RFP may serve as grounds for rejection.

(a) All responses must be submitted in writing, on 8 ½ x 11 paper (including all required submissions), with one (1) unbound original; and four (4.00) bound copies (no three ring binders); and one electronic version (.pdf or .doc with the budget in excel format) thereof.

RESPONDENTS ARE CAUTIONED TO REVIEW ATTACHMENT A, PRIOR TO SUBMITTING AN ELECTRONIC COPY OF THEIR RESPONSE. IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN ATTACHMENT A, ANY INFORMATION THAT RESPONDENT HAS IDENTIFIED AS “SENSITIVE INFORMATION” IN THE HARD COPY OF THEIR RESPONSE SHOULD BE DELETED FROM THE ELECTRONIC COPY PRIOR TO SUBMISSION TO MASS TECH COLLABORATIVE.

(b) Responses must be delivered to:

Request for Proposals No. 2015-GA-07 Massachusetts Technology Collaborative 75 North Drive Westborough, MA 01581

(c) A statement indicating compliance with the terms, conditions and specifications contained in this RFP must be included in the response. Submission of the signed Authorized Respondent’s Signature and Acceptance Form (Attachment B1) shall satisfy this requirement.

Planning and Kick Off Meeting

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Fieldwork

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Report Preparation

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Report issued and presented to the Budget and Operations Committee

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2. Final Report Completed

· Using the form appended hereto as Attachments C1, Respondent shall provide a cost proposal as follows:

· The cost proposal should be broken down into two components: (i) the costs of the annual audit of the financial statements of the corporation and (ii) the costs for each A-133 audit for the two (2) grant programs. The cost proposal should indicate the estimated number of hours for each component. In addition, the cost proposal should provide an estimated cost for these components for fiscal years 2016 and 2017 reflecting any projected changes resulting from a better understanding of Mass Tech Collaborative after the first year (fiscal year 2015) or any standard increases. The fee being proposed for each component will be considered a fixed fee cost. The cost proposal should also note any other assumptions or considerations.

· A schedule of hourly rates to be charged by personnel identified in the qualification statement above and rate categories for additional personnel that may work on specific assignments. Work performed under a work order to the Master Agreement will generally be billed in accordance with the hourly rates provided by the Respondent (the “the Offered Rate”).

· As a general policy, Mass Tech Collaborative does not pay mark-ups on reimbursables or out-of-pocket expenses, nor does Mass Tech Collaborative pay for overtime or meals. For travel costs, Mass Tech Collaborative pays the IRS Standard Mileage Rate.

· Authorized Respondent’s Signature and Acceptance Form (Attachment B1)

· Response Coversheet (see Attachment B2)

· Cost Proposal (utilizing template in Attachment C)

5. Evaluation Process, Criteria and Selection

5.1 Process

Mass Tech Collaborative’s evaluation committee shall evaluate each response that is properly submitted. As part of the selection process, Mass Tech Collaborative may invite finalists to answer questions regarding their response in person or in writing. In its sole discretion, Mass Tech Collaborative may also choose to enter into a negotiation period with one or more finalist Respondents and then ask the Respondent(s) to submit a best and final offer.

5.2 Criteria

Selection of a Respondent to provide the services sought herein will be based on the following criteria:

Experience and qualifications of the firm, and more specifically individual team members to be assigned to the engagement, in the auditing of other similar governmental organizations and/or agencies and entities as well as the commitment from the firm to maintain the same audit team for all three years.

Proposal’s responsiveness to RFP requirements.

Firm and staff’s competence and knowledge demonstrated during the interview process, if applicable.

Technical expertise, communication skills and flexibility to conduct the audit in an efficient and effective manner.

Approach to the audit and ability to adhere to proposed schedule and overall demonstration in the proposal that the firm has an understanding of the audit's objective(s), the organization's needs, and the final products to be delivered.

Price Compliance with eligibility requirements in Section 3.3.

While the order of these factors does not generally denote relative importance, Mass Tech Collaborative acknowledges that selecting “best value” providers primarily requires a balanced combination of (1) reasonable rates and the availability of flat fees, blended rates and caps on fees, and (2) strong experience and demonstrated expertise in providing Audit Services.

Mass Tech Collaborative reserves the right to consider such other relevant factors as it deems appropriate in order to obtain the “best value” provider of the Audit Services. Mass Tech Collaborative may or may not seek additional information from Respondents prior to making a selection.

5.3 Selection

Notification of selection or non-selection of all Respondents who submitted conforming responses will be mailed when the selection process is final. The selected Respondent will execute the standard Master Agreement, available at http://masstech.org/procurements. In the event that a Respondent selected under this RFP is currently party to a Master Agreement, Mass Tech Collaborative will exercise its discretion in either maintaining the current Master Agreement or terminating the agreement and requiring execution of a new Master Agreement.

RESPONDENTS ARE REQUIRED TO SPECIFY ANY EXCEPTIONS TO THE MASTER AGREEMENT AND TO MAKE ANY SUGGESTED COUNTERPROPOSAL(S) WITH THEIR RESPONSE. FAILURE TO SPECIFY EXCEPTIONS AND/OR COUNTERPROPOSALS WILL BE DEEMED AN ACCEPTANCE OF THE MASTER AGREEMENT’S TERMS AND CONDITIONS, AND NO SUBSEQUENT NEGOTIATION OF SUCH PROVISIONS SHALL BE PERMITTED. RESERVING ONE’S RIGHTS TO NEGOTIATE TERMS AFTER AN AWARD IS MADE IS UNACCEPTABLE

(a) The terms of 801 C.M.R. 21.00: Procurement of Commodities and Services is incorporated by reference into this RFP. The foregoing notwithstanding, Mass Tech Collaborative’s Master Agreement (available at http://masstech.org/procurements) is based on the Commonwealth of Massachusetts- Terms and Conditions and shall constitute the only contract requiring execution. Words used in this RFP shall have the meanings defined in 801 C.M.R. 21.00. Additional definitions may also be identified in this RFP. All terms, conditions, requirements, and procedures included in this RFP must be met for a response to be determined responsive. If a Respondent fails to meet any material terms, conditions, requirements or procedures, its response may be deemed unresponsive and disqualified.

(b) All responses, proposals, related documentation and information submitted in response to this RFP 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 inspection and 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. The foregoing notwithstanding, Mass Tech Collaborative has developed a set of procedures to deal with all documents submitted to it in response to this RFP, and those procedures are set forth in Attachment A hereto. By executing the Authorized Respondent’s Signature and Acceptance Form appended hereto as Attachment B1, Respondent acknowledges, understands and agrees to be bound by the procedures set forth in Attachment A, and agrees that Mass Tech Collaborative shall not be liable under any circumstances for the subsequent disclosure of any materials submitted to it by Respondent pursuant to this RFP and/or in connection with any contract entered into between Respondent and Mass Tech Collaborative as a result of this RFP process.

(c) Further, any selected Respondent must recognize that in the performance of the Master Agreement and any work orders issued thereunder it may become a holder of personal data (as defined in M.G.L. c. 66A, and as set forth in Attachment A2) or other information deemed confidential by the Commonwealth. Respondent shall comply with the laws and regulations relating to confidentiality and privacy, including any rules or regulations of Mass Tech Collaborative. Any questions concerning issues of confidentiality, the submission of materials to Mass Tech Collaborative, application of the procedures set forth in Attachment A, or any other questions related to these matters should be addressed to Elizabeth A. Copeland, Esq., Assistant General Counsel at Mass Tech Collaborative.

(d) It is the policy of Mass Tech Collaborative that contracts are awarded only to responsive and responsible Respondents. The Respondent must respond to all requirements of the RFP in a complete and thorough manner. The Respondent must demonstrate: (1) the availability of adequate resources and staffing to efficiently and expeditiously service Mass Tech Collaborative’s needs; (2) the necessary experience, organization, qualifications, skills and facilities to provide the Services set forth in this RFP; (3) a satisfactory record of performance in the provision of the Services set forth in this RFP; (4) the ability and willingness to comply with the requirements of Federal and State law relative to equal employment opportunity. ANY RESPONSE DETERMINED TO BE NON-RESPONSIVE TO THIS RFP, INCLUDING INSTRUCTIONS GOVERNING THE SUBMISSION OF RESPONSES, WILL BE DISQUALIFIED WITHOUT EVALUATION SUBJECT TO THE RIGHT OF THE MASS TECH COLLABORATIVE TO WAIVE MINOR IRREGULARITIES IN RESPONSES SUBMITTED UNDER THIS RFP.

(e) 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. All responses must be submitted in accordance with the specific terms of this RFP. Respondents should note that the procedures for handling information deemed sensitive by Respondent and submitted to Mass Tech Collaborative set forth in Attachment A apply only to hard copy documents, and are not applicable to information submitted by, among other methods, electronic mail, facsimile or verbally.

(f) Respondents are prohibited from communicating directly with any employee of Mass Tech Collaborative except as specified in this RFP, and no other individual Commonwealth employee or representative is authorized to provide any information or respond to any questions or inquiries concerning this RFP. Respondents may contact the Procurement Team Leader for this RFP in the event this RFP is incomplete. The foregoing notwithstanding, any questions concerning issues of confidentiality, the submission of materials to Mass Tech Collaborative, application of the procedures set forth in Attachment A, or any other questions related to these matters, should be addressed to Elizabeth A. Copeland, Esq., Assistant General Counsel at Mass Tech Collaborative.

(g) The Mass Tech Collaborative Legal Department 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 in writing, with supporting documentation justifying the accommodations, to the Mass Tech Collaborative Legal Department. The Mass Tech Collaborative Legal Department reserves the right to grant or reject any request for accommodations.

(h) If a Respondent is unable to meet any of the specifications required in this RFP, the Respondent’s response must include an alternative method for meeting such specification by identifying the specification, the proposed alternative and thoroughly describing how the alternative achieves substantially equivalent or better performance to the performance required in the RFP specification. Mass Tech Collaborative will determine if a proposed alternative method of performance achieves substantially equivalent or better performance.

(i) The goal of this RFP is to select and enter into a Master Agreement with the Respondent that will provide the best value for the Services to achieve Mass Tech Collaborative’s goals. Respondents are therefore invited to propose alternatives which provide substantially better or more cost-effective performance than achievable under a stated RFP specification.

(j) Costs that are not specifically identified in the Respondent’s response and/or not specifically accepted by Mass Tech Collaborative as part of the Master Agreement will not be compensated under any contract awarded pursuant to this RFP. Mass Tech Collaborative shall not be responsible for any costs or expenses incurred by Respondents in responding to this RFP.

(k) The Respondent may not alter the RFP or its components except for those portions intended to collect the Respondent’s response (Cost pages, etc.). Modifications to the body of this RFP, specifications, terms and conditions, or which change the intent of this RFP are prohibited. Any modifications other than where the Respondent is prompted for a response will disqualify the response. The foregoing notwithstanding, proposed exceptions and/or counterproposals to the Master Service Agreement are permitted to be submitted with a response.

(l) Respondent’s submitted Response shall be treated by Mass Tech Collaborative 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. The RFP evaluation committee will rule on any such matters and will determine appropriate action.

(m) Submitted responses must be valid in all respects for a minimum period of sixty (60) days after the deadline for submission.

(n) Mass Tech Collaborative’s prior approval is required for any subcontracted services under any Master Agreement entered into as a result of this RFP. The selected Respondent will take all necessary affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible. The selected Respondent is responsible for the satisfactory performance and adequate oversight of its subcontractors. Subcontractors are required to meet the same requirements and are held to the same reimbursable cost standards as the selected Respondent.

(o) The Master Agreement and any work order(s) entered into as a result of this RFP shall generally be on a fee-for-service basis. It is anticipated that Mass Tech Collaborative will select one Respondent to this RFP and will enter into a Master Agreement with the selected Respondent.

6.2 Changes/Amendments to RFP

This RFP has been distributed electronically using the Mass Tech Collaborative and the Comm-Buys websites. If Mass Tech Collaborative determines that it is necessary to revise any part of this RFP, or if additional data is necessary to clarify any of its provisions, a supplement or addenda will be posted to the Mass Tech Collaborative and Comm-Buys websites. It is the responsibility of Respondents to check the Mass Tech Collaborative and/or the Comm-Buys websites for any addenda or modifications to any RFP to which they intend to respond. Mass Tech Collaborative, the Commonwealth of Massachusetts, and its subdivisions accept no liability and will provide no accommodation to Respondents who submit a response based on an out-of-date RFP document.

ATTACHMENT A-1

THE MASSACHUSETTS TECHNOLOGY COLLABORATIVE

POLICY AND PROCEDURES REGARDING SUBMISSION OF “SENSITIVE INFORMATION”

Massachusetts Technology Collaborative, the Innovation Institute, the Massachusetts Broadband Institute and the Massachusetts e-Health Institute (collectively referred to herein as “Mass Tech Collaborative”) are subject to the requirements concerning disclosure of public records under the Massachusetts Public Records Act, M.G.L. c. 66 (the “Public Records Act”), which governs the retention, disposition and archiving of public records. For purposes of the Public Records Act, “public records” include all books, papers, maps, photographs, recorded tapes, financial statements, statistical tabulations, or other documentary materials or data, regardless of physical form or characteristics, made or received by Mass Tech Collaborative. As a result, any information submitted to Mass Tech Collaborative by a grant applicant, recipient grantee, respondent to a request for response (including, but not limited to an RFQ, RFP and RFI), contractor, or any other party (collectively the “Submitting Party”) is subject to public disclosure as set forth in the Public Records Act.

The foregoing notwithstanding, "public records" do not include certain materials or data which fall within one of the specifically enumerated exemptions set forth in the Public Records Act or in other statutes, including Mass Tech Collaborative's enabling act, M.G.L. Chapter 40J. One such exemption that may be applicable to documents submitted by a Submitting Party is for any documentary materials or data made or received by Mass Tech Collaborative that consists of trade secrets or commercial or financial information regarding the operation of any business conducted by the Submitting Party, or regarding the competitive position of such Submitting Party in a particular field of endeavor (the "Trade Secrets Exemption").

IT IS MASS TECH COLLABORATIVE’S EXPECTATION AND BELIEF THAT THE OVERWHELMING PERCENTAGE OF DOCUMENTS IT RECEIVES FROM A SUBMITTING PARTY DOES NOT CONTAIN ANY INFORMATION THAT WOULD WARRANT AN ASSERTION BY MASS TECH COLLABORATIVE OF AN EXEMPTION FROM THE PUBLIC RECORDS ACT. SUBMITTING PARTIES SHOULD THEREFORE TAKE CARE IN DETERMINING WHICH DOCUMENTS THEY SUBMIT TO MASS TECH COLLABORATIVE, AND SHOULD ASSUME THAT ALL DOCUMENTS SUBMITTED TO MASS TECH COLLABORATIVE ARE SUBJECT TO PUBLIC DISCLOSURE WITHOUT ANY PRIOR NOTICE TO THE SUBMITTING PARTY AND WITHOUT RESORT TO ANY FORMAL PUBLIC RECORDS REQUEST.

In the event that a Submitting Party wishes to submit certain documents to Mass Tech Collaborative and believes such a document or documents may be proprietary in nature and may fall within the parameters of the Trade Secrets Exemption and/or some other applicable exemption, the following procedures shall apply:

1. At the time of the Submitting Party’s initial submission of documents to Mass Tech Collaborative, the Submitting Party must provide a cover letter, addressed to Mass Tech Collaborative’s General Counsel, indicating that it is submitting documents which it believes are exempt from public disclosure, including a description of the specific exemption(s) that the Submitting Party contends is/are applicable to the submitted materials, a precise description of the type and magnitude of harm that would result in the event of the documents’ disclosure, and a specific start date and end date within which the claimed exemption applies. If different exemptions, harms and/or dates apply to different documents, it is the Submitting Party’s responsibility and obligation to provide detailed explanations for each such document.

2. At the time of the Submitting Party’s initial submission of documents to Mass Tech Collaborative, the Submitting Party must also clearly and unambiguously identify each and every such document that it contends is subject to an exemption from public disclosure as “Sensitive Information.” It is the Submitting Party’s responsibility and obligation to ensure that all such documents are sufficiently identified as “Sensitive Information”, and Submitting Party’s designation must be placed in a prominent location on the face of each and every document that it contends is exempt from disclosure under the Public Records Act.

INFORMATION SUBMITTED TO MASS TECH COLLABORATIVE IN ANY FORM OTHER THAN A HARD COPY DOCUMENT WILL NOT BE SUBJECT TO THE PROCEDURES SET FORTH IN THIS POLICY. FOR EXAMPLE, INFORMATION SUBMITTED BY E-MAIL, FACSIMILE AND/OR VERBALLY WILL NOT BE SUBJECT TO THESE PROCEDURES AND MAY BE DISCLOSED AT ANY TIME WITHOUT NOTICE TO THE SUBMITTING PARTY.

THE SUBMITTING PARTY’S SUBMISSION OF DOCUMENTATION TO MASS TECH COLLABORATIVE SHALL REQUIRE A SIGNED CERTIFICATION THAT SUBMITTING PARTY ACKNOWLEDGES, UNDERSTANDS AND AGREES WITH THE APPLICABILITY OF THE FOREGOING PROCEDURES TO ANY DOCUMENTS SUBMITTED TO MASS TECH COLLABORATIVE BY SUBMITTING PARTY AT ANY TIME, INCLUDING BUT NOT LIMITED TO THE ACKNOWLEDGEMENTS SET FORTH HEREIN, AND THAT SUBMITTING PARTY SHALL BE BOUND BY THESE PROCEDURES.

All documents submitted by Submitting Party, whether designated as “Sensitive Information” or not, are not returnable to Submitting Party.

ATTACHMENT A-2

MASS TECH COLLABORATIVE POLICY AND PROCEDURES FOR HOLDING PARTIES IN

POSSESSION OF SENSITIVE INFORMATION

From time to time, consultants, contractors, grantees, as well as other third parties interacting with Mass Tech Collaborative (collectively, the “Holding Party”) may receive, have access to or create confidential, proprietary or otherwise sensitive information regarding Mass Tech Collaborative, its activities, its employees and/or third parties, such as applicants, consultants, grantees, recipients or respondents under Mass Tech Collaborative programs, which information is not generally known by or disseminated to the public as a matter of course. Information of this nature is sometimes referred to in this Agreement as "Sensitive Information." Mass Tech Collaborative expects all Holding Parties to maintain the highest degree of professionalism, integrity and propriety with respect to Sensitive Information at all times. In addition, the Massachusetts Conflict of Interest Statute, M.G.L. Chapter 268A, prohibits current and former state employees (defined in the statute to include regular full-time and part-time employees, elected or appointed officials and independent contractors) from improperly disclosing certain categories of Sensitive Information or using it to further their personal interests, and the Massachusetts Fair Information Practices Act, M.G.L. Chapter 66A, contains numerous legal requirements aimed at protecting "personal data" from improper disclosure.

Mass Tech Collaborative's policy regarding a Holding Party’s possession of Sensitive Information has two key elements:

1. Holding Parties should not request or accept any more Sensitive Information -- whether of a business or personal nature -- than is reasonably necessary under the circumstances; and

2. In the absence of a specific legal requirement compelling disclosure of Sensitive Information in a particular instance, all Holding Parties are expected to take appropriate measures to safeguard such information from improper use and disclosure.

Because the relevant legal requirements and the nature and scope of the information in question can create uncertainty, HOLDING PARTIES ARE URGED TO CONFER WITH MASS TECH COLLABORATIVE'S GENERAL COUNSEL IF THEY HAVE ANY QUESTIONS ABOUT CONFIDENTIALITY, THE SCOPE OR PROPER TREATMENT OF SENSITIVE INFORMATION, OR MASS TECH COLLABORATIVE'S POLICIES OR PROCEDURES WITH RESPECT TO SUCH TOPICS. Holding Parties shall not substitute their own judgment for that of Mass Tech Collaborative’s General Counsel in deciding whether particular information is innocuous data or Sensitive Information that should be handled with care, or the advisability or sufficiency of safeguards with respect to particular types of information. FAILURE TO COMPLY WITH THE POLICIES AND PROCEDURES RELATING TO SENSITIVE INFORMATION AND MASS TECH COLLABORATIVE'S OBLIGATIONS PURSUANT TO THE PUBLIC RECORDS ACT AND OTHER LEGAL DISCLOSURE REQUIREMENTS CAN RESULT IN IMMEDIATE TERMINATION OF THIS AGREEMENT, AND/OR POTENTIAL LEGAL LIABILITY.

IT SHOULD BE NOTED THAT THE OBLIGATIONS UNDER THESE POLICIES CONTINUE EVEN AFTER MASS TECH COLLABORATIVE'S RELATIONSHIP WITH A PARTICULAR APPLICANT, RECIPIENT OR OTHER THIRD PARTY ENDS OR THIS AGREEMENT TERMINATES.

In the absence of a specific legal requirement necessitating disclosure of particular information in a specific instance, Holding Parties are expected to protect Sensitive Information from improper use and disclosure at all times. The following are examples of the kinds of protective procedures that should be followed:

· Limited Communication to Mass Tech Collaborative Personnel: Sensitive Information should not be communicated to other the Mass Tech Collaborative employees or consultants, except to the extent that they need to know the information to fulfill their Mass Tech Collaborative mission-related responsibilities and their knowledge of the information is not likely to result in misuse or a conflict of interest.

· Limited Communication to Non-Mass Tech Collaborative Personnel: Sensitive Information should not be communicated to anyone outside Mass Tech Collaborative, including family members, except to the extent outside parties need to know the information in order to provide necessary services to Mass Tech Collaborative, its Holding Parties or as otherwise directed by the General Counsel to comply with legal requirements necessitating disclosure, such as proper requests under the Public Records Act.

· Notification of Confidentiality: When Sensitive Information is communicated to any person outside Mass Tech Collaborative, the individual receiving such information should be informed of its sensitive nature and the need to safeguard such information from improper use and disclosure. When Sensitive Information is communicated to parties inside Mass Tech Collaborative, the procedures set forth in Attachment A-1 are applicable. Mass Tech Collaborative may require that Holding Parties execute a confidentiality agreement that has either been provided or approved by the General Counsel before Sensitive Information is disclosed to them.

· Mass Tech Collaborative Use Only: Sensitive Information should only be used for Mass Tech Collaborative purposes. Under no circumstances may a present or former Holding Party "trade on" such information or otherwise use it, directly or indirectly, for personal gain or for the benefit of any party other than the owner of such information.

· Prevention of Eavesdropping, Unauthorized Viewing, etc.: Sensitive matters should not be discussed in restaurants, on public transportation or in other public places or in locations, such as hallways, elevators and building lobbies, where unauthorized individuals could overhear the discussion. Similarly, Sensitive Information should not be exchanged or discussed via cordless or cellular phones or similar "non-secure" communication lines. Speaker phones can amplify conversations and should be used with care when discussing Sensitive Information.