Task Order v1~1.doc

Task Order No. X Between

The Massachusetts Bay Transportation Authority And

[Vendor Name] For Services Related to RFP 195-24 Occupational Health And Safety Consulting Services

1 INTRODUCTION

The following document will serve as a Task Order between the Massachusetts Bay Transportation Authority (MBTA) and [Vendor Name] ([Vendor Abbreviation] or Contractor) for specific services related to RFP 195-24 Occupational Health and safety Consulting Services (as further defined below). Work effort under this Task Order will be limited to activities for the MBTA [Department Name] Department. The entire agreement between the parties (the “Agreement”) consists of the following documents in the following order of precedence: (1) the Contract executed by the parties on [date], as amended; (2) this Task Order; and (3) all prior Task Orders, if applicable.

2 OVERVIEW, EFFECTIVE DATE AND TERM

Overview:

· Summarize the work to be completed in reasonable detail Location: [pick one or more of the below, edit as appropriate, or introduce other language]:

· The work will take place at [location or locations]. Contractor may bill pre-approved travel expenses to the MBTA at rates not to exceed the then-current General Services Administration (GSA) rates.

· The work will take place at both [location] and remotely. Contractor may bill pre-approved travel expenses to the MBTA at rates not to exceed the then-current General Services Administration (GSA) rates.

· The work will take place remotely.

Direct Report:

· The Contractor will take direction from and report to the MBTA Project Manager listed in Section 5.

Effective Date and Term:

This Task Order is effective on the date [on which it is executed by both parties OR a specific date] and shall terminate on [termination date]. Notwithstanding the foregoing, Section 12 shall survive the termination of the remainder of this Task Order.

3 SINGLE POINT OF CONTACT

[Vendor Abbreviation] and the MBTA will each assign a single point of contact with respect to all matters concerning this Task Order. It is anticipated that the contact person will not change during the period the Task Order is in force; however, in the event that a change is necessary, the party requesting the change will provide prompt written notice to the other.

[Vendor Abbreviation]’s contact person is [Vendor Contact Name and Title], who can be reached at [Vendor Contact email address and phone number(s)].

The MBTA’s contact is [MBTA Contact Name and Title] who can be reached at [MBTA Contact Email Address and phone number(s)].

4 ACCEPTANCE OR REJECTION PROCESS

[Vendor Abbreviation] will submit the required deliverables specified in this Task Order to the MBTA Project Manager for approval and acceptance. The MBTA will review work product for each of the deliverables and evaluate whether each deliverable has clearly met in all material respects the criteria established in this agreement and the relevant Task Order specifications. Once reviewed and favorably evaluated, the deliverables will be deemed acceptable.

Within ten (10) working days of receipt of each deliverable, the MBTA Project Manager will notify [Vendor Abbreviation], in writing (which may take the form of an email communication), of the acceptance or rejection of said deliverable using the acceptance criteria specified in this section. [Vendor Abbreviation] shall acknowledge receipt of this communication. Any rejection will include a written description of the defects of the deliverable.

[Vendor Abbreviation] will, upon receipt of such rejection, act diligently to correct the specified defects and deliver an updated version of the deliverable to the MBTA. The MBTA will then have an additional 5 (five) business days from receipt of the updated deliverable to notify [Vendor Abbreviation], in writing, of the acceptance or rejection of the updated deliverable. Any such rejections will include a description of the way in which the updated deliverable fails to correct the previously reported deficiency. Failure of the MBTA to reject a deliverable within the above-specified notification periods will constitute acceptance by the MBTA of said deliverable.

Following any acceptance of a deliverable which requires additional work to be entirely compliant with the pertinent specifications, [Vendor Abbreviation] will use reasonable efforts to provide a prompt correction or workaround.

5 PROJECT MANAGEMENT

5.1 Project Managers

5.1.1 MBTA Project Manager

Project management of this engagement will be performed by the MBTA. The MBTA’s project manager will:

· Work closely with the [Vendor Abbreviation] Project Manager to ensure successful completion of the Task Order.

· Consult with the [Vendor Abbreviation] Project Manager to develop an appropriate project plan.

· Review weekly status reports and schedule weekly meetings with [Vendor Abbreviation], as necessary.

· Coordinate participation from [name other agencies and/or vendors] as required during the engagement [remove this sentence if not applicable].

· Acquire the MBTA project team members as needed.

· Coordinate the MBTA’s review and acceptance of the deliverables.

The MBTA’s Chief Procurement Officer or his designee will sign this Task Order and all amendments thereto on behalf of the MBTA.

5.1.2 Contractor Project Manager

The [Vendor Abbreviation]’s Project Manager will:

· Serve as an interface between the MBTA Project Manager and all [Vendor Abbreviation] personnel participating in this engagement.

· Develop, maintain, and update the project plan, in consultation with the MBTA Project Manager.

· Facilitate regular communication with the MBTA Project Manager, including weekly status reports/updates, and review the project performance against the project plan.

· Manage the deliverable review and acceptance process with the MBTA Project Manager.

· Be responsible for the management and deployment of [Vendor Abbreviation] personnel.

[Name and title], being an authorized signatory for [Vendor Abbreviation] will sign this Task Order and all amendments thereto on behalf of [Vendor Abbreviation].

5.2 Issue Resolution

The project managers from each organization bear the primary responsibility for ensuring issue resolution. If they mutually agree that they are unable to resolve an issue, they are responsible for escalating the issue to [name and title of respective persons at MBTA and vendor].

5.3 Changes in Task Order Scope of Work

The project manager who would like to request a change in scope for this engagement will provide the suggested change in writing to the other team’s project manager. The project managers will jointly determine whether the change impacts the deliverables, schedule, or cost and secure necessary approvals. The parties can mutually agree to the change through a written amendment to this Task Order, executed by the individuals named in Section 5.1.

5.4 Key Personnel

[Vendor Abbreviation] agrees to provide the following personnel for the indicated amounts of time for the duration of this Task Order:

TABLE 1

KEY PERSONNEL

Contractor will assign the above personnel to this engagement on the time basis set forth in Table 1. In the event that a change is necessary, Contractor’s Project Manager will provide prompt written notice to the MBTA Project Manager of the proposed change. If the personnel change is a result of a non-emergency, two-week written notice shall be provided by Contractor’s Project Manager. For personnel changes that result from an emergency, prompt written notice shall be provided by Contractor’s Project Manager. The MBTA’s Project Manager has the right to accept or reject all personnel.

6 [VENDOR ABBREVIATION] DELIVERABLES, ACCEPTANCE CRITERIA, AND DELIVERY DATES

This section describes the deliverables that Contractor will provide to the MBTA and the work that Contractor will complete by the end of this Task Order. Deliverables will be considered “complete” when the listed acceptance criteria have been met or the prescribed review period for each deliverable or task has expired without written response from the MBTA.

All written documents shall be delivered in machine-readable format, capable of being completely and accurately reproduced by computer software on a laser printer. All itemized and/or annotated lists shall be delivered in computer spreadsheets, capable of being imported to Microsoft Excel. Meetings must be scheduled at least three (3) full business days in advance, with reasonable accommodation of attendees’ schedules. Unless otherwise agreed by the MBTA Project Manager, all meeting results will be described in a follow-up report generated by the Contractor’s project manager and approved by the MBTA project manager.

6.1 Deliverables and Tasks

TABLE 2

Deliverables, Acceptance Criteria, and Delivery Dates

1.2 [Name here]

7 PAYMENT TERMS

Contractor agrees to invoice the MBTA for the deliverables or work completed per the requirements set forth below. The MBTA will make payments to Contractor only after receiving an accurate invoice for deliverables completed and accepted pursuant to Section 4 of this Task Order. Payments for specific tasks and deliverables shall be made in accordance with Table 3 below.

TABLE 3

Milestone Payments

1.1

1.2

A deliverable or task will be considered “completed” when the MBTA has determined that the acceptance criteria for that specific deliverable or task have been met as specified in Table 2 of this Task Order.

Invoices must include the relevant MBTA Purchase Order number and be submitted as PDF documents to invoices@mbta.com with a copy to the MBTA Project Manager. Payments will be made in accordance with the MBTA's bill paying policy. Invoicing escalations are to be directed to the MBTA’s Project Manager.

8 KNOWLEDGE TRANSFER AND DOCUMENTATION REQUIREMENTS

[Address requirements for knowledge transfer and documentation requirements here. Possible language:] In addition to the deliverables in Section 6, Contractor agrees to provide the MBTA with the following:

· A flash drive containing all project files, including an index document

· Three (3) in-person training sessions for MBTA personnel to …

· Complete documentation, including detailed drawings and specifications, for all equipment

9 ACCESSIBILITY

9.1 Compliance with Standards

[Vendor Abbreviation] shall ensure that all deliverables delivered under this agreement adhere to (1) the Section 508 Standards for Electronic and Information Technology Accessibility, 36 C.F.R. §1194, issued under Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794(d)) (the “Section 508 Standards”), and (2) the Web Accessibility Standards, (the “ITD Standards”) issued by the Commonwealth of Massachusetts’ Information Technology Division (“ITD”), available online at www.mass.gov/itd. For purposes of this Agreement, [Vendor Abbreviation]’s obligations pertaining to these standards shall be limited to those subsections thereof that have been certified by ITD and the Massachusetts Office on Disability as objective and measurable. Such subsections shall be posted by ITD at www.mass.gov/itd. The Section 508 and ITD Standards may be modified from time to time, and [Vendor Abbreviation] is responsible for compliance with the most current version in effect on the date that [Vendor Abbreviation] executes this Agreement.

9.2 Training

[Vendor Abbreviation] shall coordinate with MBTA in the identification of all prospective attendees at [Vendor Abbreviation]’s training who require accommodation and shall cooperate with MBTA in its provision of such accommodation.

All technical and user documentation and any additional training material delivered by [Vendor Abbreviation] under this Agreement shall include alternative keyboard commands that may be substituted for mouse commands. Any documentation delivered under this Agreement and wholly owned by the MBTA shall be in an agreed-upon editable format.

9.3 Maintenance Agreements

Any maintenance agreement entered by [Vendor Abbreviation] and the MBTA in connection with the system delivered under this Agreement shall require [Vendor Abbreviation] to cooperate with the MBTA in its efforts to resolve interoperability problems that arise during the term of the maintenance agreement related to the use of such system with specific AT in a specific IT environment.

10 ADDITIONAL TERMS

10.1 Definitions

The terms used in this Task Order, unless defined herein, shall have the meaning ascribed to them in the other documents that constitute the Agreement between the parties.

10.2 Information Security

As part of its work effort, Contractor may be required to use MBTA and/or Commonwealth of Massachusetts data and IT resources to fulfill part of its specified tasks. For purposes of this work effort, “MBTA Data” shall mean data provided by the MBTA to Contractor, which may physically reside at a MBTA or Contractor location. In connection with such data, Contractor will implement commercially reasonable safeguards necessary to:

· Prevent unauthorized access to MBTA Data from any public or private network

· Prevent unauthorized physical access to any information technology resources involved in the development effort and

· Prevent interception and manipulation of data during transmission to and from any servers.

Contractor will notify the MBTA immediately if any breaches to the system occur.

10.3 Warranty

Contractor makes the following warranties with respect to any deliverables delivered under this Task Order: (1) Contractor’s services shall be performed in a professional and workmanlike manner and in accordance with the specifications and description of services as set forth in the Agreement; (2) software delivered by Contractor, if any, shall be free from defects and malicious code; and (3) the deliverables will substantially conform with the deliverable descriptions set forth in this Task Order.

10.4 Commonwealth and MBTA Property

In conformance with the MBTA’s Standard Terms and Conditions, on the date on which the MBTA reimburses Contractor for a deliverable accepted by the MBTA under the terms of this Task Order, all of Contractor’s right, title and interest in all Property developed by Contractor under the terms of this Task Order solely for purposes of creating the deliverables described in this Task Order shall pass to and vest in the MBTA, including all copyright, patent, trade secret, trademark and other intellectual property rights created by Contractor in connection with such work and any causes of action relating to or based upon such work (hereinafter the "MBTA Property"). Contractor hereby assigns to the MBTA, as of the date on which the MBTA reimburses Contractor for such deliverables, all intellectual property rights that it may now or hereafter possess in the MBTA Property related to such deliverable and all derivative works thereof. Contractor also agrees to execute all documents and take all actions that may be necessary to confirm such rights, including providing any code used exclusively to develop such deliverables for the MBTA and the documentation for such code. Contractor acknowledges that there are currently and that there may be future rights that the MBTA may otherwise become entitled to with respect to MBTA Property that does not yet exist, as well as new uses, media, means and forms of exploitation, current or future technology yet to be developed, and that Contractor specifically intends the foregoing ownership or rights by the MBTA to include all such now known or unknown uses, media and forms of exploitation.

With respect to web site development contracts, the MBTA will bear sole responsibility for registering the software or system domain name or URL, applying for any trademark registration relating to the software or system domain name or URL and applying for any copyright registration related to its copyright ownership with respect to any MBTA Property.

Contractor agrees to take such actions as may be reasonably requested by the MBTA to evidence the transfer of ownership of or license to intellectual property rights described in this section.

10.5 Clearances

Contractor will represent and warrant to the MBTA that it has obtained all rights, grants, assignments, conveyances, licenses, permissions and authorizations necessary or incidental to any materials owned by third parties supplied or specified by it for incorporation in the deliverables to be developed.

10.6 Code Review

Contractor shall comply with any code review policy adopted by the MBTA, if applicable.

10.7 MBTA Responsibilities

The MBTA shall be responsible for the following:

· Suitable workspace and standard network connectivity for Contractor’s team members working on-site for activities defined in this Task Order. If network connectivity is provided, Contractor’s employees and agents will comply with the MBTA’s security and Acceptable Use policies.

The undersigned hereby represent that they are duly authorized to execute this Task Order on behalf of their respective organizations.

[Signatures on following page]

MASSACHUSETTS BAY

TRANSPORTATION AUTHORITY

[VENDOR NAME IN CAPS]

Signature

Signature

Name

Name

Date

Date

Recommended by:

Signature

Name

Date