request for proposals - bidnet iv. project descriptions ... and will be completed by the summer of...

MassDOT RFP OPM Services Phase II BVC and District 3 HQ

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Request for Proposals For Owner’s Project Manager (OPM) Services

For MassDOT

The Phase II Blackstone Visitor Center @ Worcester / DCR Central Region Headquarters (BVC @ Worcester/DCR CRHQ), Project No. 606629

& the New MassDOT District 3 Headquarters /Worcester MA, Project No. 606308

March 4, 2016 Questions Due: March 15, 2016 Proposals Due: April 1, 2016

I. NOTICE OF REQUEST FOR PROPOSALS

The Massachusetts Department of Transportation (MassDOT) requests

proposals from qualified firms to provide Owner’s Project Manager (OPM)

Services for the Phase II Blackstone Visitor Center (BVC) @ Worcester/

Department of Conservation and Recreation (DCR) Central Region

Headquarters (CRHQ) Project No. 606629, and Owner’s Project Manager

services for the New MassDOT District 3 Headquarters in Worcester,

Project No. 606308. Bidders may submit proposals to provide OPM

services for either project or for both projects (“the Projects”).

Note: The OPM for each Project will be required to provide a qualified

Clerk of the Works on a full time basis during active construction activities

as outlined in Attachment 1, Special Provisions, Article 4 of this RFP.

Proposals should be submitted to MassDOT in care of Edmond Libsch, MassDOT, Ten Park Plaza, Suite 7410, Boston, MA 02116. Each Respondent shall submit in a sealed package six (6) hard copies of its proposal and two (2) electronic copies in PDF format on disks by 2:00 pm on Friday April 1, 2016. The package shall be clearly marked on the outside, “Phase II BVC @ Worcester/ DCR CRHQ Project NO. 606629 & New Mass DOT District 3 Headquarters Project No. 606308" and shall clearly identify the Respondent's name and business address, and the name, email address and telephone number for the contact person.

MassDOT reserves the right to reject any or all proposals submitted in response to this Request for Proposals (“RFP”) or to take any other action, as MassDOT may deem to be in its best interest.


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II. EQUAL EMPLOYMENT OPPORTUNITY, NON‐DISCRIMINATION AND AFFIRMATIVE ACTION MassDOT is committed to equal employment opportunity and non‐discrimination in contracting for goods and services necessary to perform its business. Respondents are advised that MassDOT will take affirmative action into account to ensure equal employment opportunity and to eliminate discriminatory barriers. MassDOT strongly encourages minority, women, and service‐disabled veteran business owned (MBE/WBE/SDVOBE) firms to respond to the RFP. MassDOT will strongly consider the Respondents’ commitment to equal employment opportunity and affirmative action in selecting the individuals or firms for Owner’s Project Manager Services and Respondents are encouraged to propose a team that reflects such diversity. As set forth in Section XI of this RFP, Respondents are required to submit copies of their employment and affirmative action policies demonstrating their commitment to equal opportunity, non‐discrimination and diversity. Respondents are encouraged to propose a team reflecting its commitment to diversity. MassDOT encourages interested OPM firms to partner and/or subcontract with minority, women and service‐disabled veteran owned businesses in order to reflect this commitment.

III. MASSDOT MassDOT is a body politic and corporate public instrumentality established by M.G.L. c. 6C, as amended, having its

usual place of business at 10 Park Plaza, Suite 4160, Boston, Massachusetts 02116. Within MassDOT is a division

of highways, which is required, in part, to administer the design, construction, reconstruction, repair,

rehabilitation, improvement, operation and maintenance of roads and bridges within the commonwealth, and to

enter into any contracts and agreements necessary or desirable to carry out its purposes. In addition, MassDOT

may enter into agreements and transactions with federal, state and municipal agencies and other public

institutions and private individuals, partnerships, firms, corporations, associations and other entities on behalf of

the department, and acquire, lease, hold and dispose of real and personal property or any interest therein in the

exercise of its powers and the performance of its duties pursuant to M.G.L. c. 6C. The construction of the Phase II BVC @ Worcester/ DCR CRHQ Project No. 606629 and the construction of the new MassDOT District 3

Headquarters Project No. 606308 support these purposes.

IV. PROJECT DESCRIPTIONS A. BVC @ WORCESTER/ DCR CRHQ

1. Introduction This project is a redevelopment of former industrial property along Route 146 acquired by MassDOT for the construction of said highway corridor, and is partially designated as open space mitigation for the corridor project at large. Tetratech is the LSP of record for the subject site and has filed a Phase IV report with MassDEP (June, 2015). The Project consists of two phases. Phase I includes site cleanup and finish grading, and will be completed by the summer of 2016. Phase I has been advertised and will be procured in accordance with M.G.L. c. 30, § 39M. Phase II includes design and construction of the Visitor Center/ DCR CRHQ building, bike and pedestrian bridge, bike path, final landscaping, etc. Phase II construction is scheduled to be advertised in March of 2016 and completed by the fall of 2017. Phase II construction will be procured in accordance with M.G.L. c. 149, §§ 44A‐44H. It is anticipated that the BVC Phase II design and construction schedules will be similar to the new District 3 headquarters design and construction schedules.


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2. Phase II Description Phase II work will consist of the design and construction of an 11,000 sf single story building with a ceiling height of approximately 20’ in the communal spaces (approximately one‐third (1/3rd of the building) and eight (8) to ten (10) feet in the office and bathroom spaces; the Blackstone Spur Bike and pedestrian path, including a bike and pedestrian bridge over the Blackstone Canal; final site landscaping and drainage; repainting of the existing Rte. 146 pedestrian bridge; and solar PV arrays to help achieve a net zero energy facility. The building is segmented approximately in half to serve as both a Visitor Center and a Central Region Headquarters for the DCR. The Visitor Center, celebrating the Blackstone Canal and Worcester as the birthplace of the industrial revolution, will be managed by a Coalition of local entities in partnership with the DCR. Public Wi‐Fi will be provided to service the Visitor Center and grounds. A separate server and IT set up will be provided for the DCR in accordance with the appropriate state policies The DCR Central Region administrative staff will occupy half of the building. Upon substantial completion of the project MassDOT will convey all its interest in the building, property, and any and all other assets to DCR in full. It is the intention of this project to produce a Massachusetts LEED Silver certified facility. MassDOT is anticipating a construction budget of approximately $9 million for the overall project. The building is estimated at approximately $4 million.

B. MassDOT DISTRICT 3 HEADQUARTERS

1. Introduction

The existing MassDOT District 3 Headquarters is located at 403 Belmont Street Worcester, MA. The primary function of the District 3 office building is to host staff to manage designs, construction, rehabilitation, restoration, and maintenance of State highways, roads, traffic lights, bridge and other supporting highway infrastructure within District 3 including logistic support for depots and field offices. Additionally the District 3 HQ hosts a materials testing laboratory, gasoline and diesel fuel, and minor garage services. District personnel also provide support, outreach, and guidance to its communities through numerous programs for transportation planning and needs. District 3 currently employs 280 full time personnel, approximately 160 of these personnel from the Construction and Maintenance Sections are stationed off site in job trailers/offices or depot stations at any given point in time.

MassDOT has entered into an agreement with Worcester City Campus Corporation (WCCC) and University of Massachusetts Medical School (“UMMS”), a campus of the University of Massachusetts to accomplish a mutually beneficial land transfer with the current District office at 403 Belmont Street being conveyed to WCCC / UMMS, and a portion of the WCCC / UMMS property known as “Plantation Street Property” being conveyed to MassDOT, in accordance with the provisions of Section 68 of Chapter 359 of the Acts of 2014 (the “Act”). This Mutually beneficial transfer allows for the construction of the New MassDOT District 3 HQ and for WCCC / UMMS to partner with the Veterans Administration of Central‐Western Massachusetts (“VA”) to create a Center of Excellence in Veterans’ Healthcare designed to fully address the health needs of both veterans and their families at the 403 Belmont Street location adjacent to the existing UMMS Campus.


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WCCC is a nonprofit corporation established pursuant to Section 14 of Chapter 138 of the Acts of 1992, as amended, (hereinafter referred to as “WCCC”) and the University of Massachusetts Medical School (“UMMS”) is a campus of the University of Massachusetts. WCCC is empowered by Section 6(a) of Chapter 163 of the Acts of 1997, as amended, to “lease” or “transfer” real property between the University of Massachusetts (“University”) and “one or more corporations,” and in doing so may undertake “design, engineering, construction, reconstruction, renovation, repair or improvement” on behalf of the University of Massachusetts Medical School (“UMMS”), a campus of the University of Massachusetts. It is anticipated that the new District 3 headquarters design and construction schedules will be similar to the BVC Phase II design and construction schedules.

2. Project Description This project will consist of the design and construction of the new D‐3 HQ will be a 4 story steel frame office building with a garage and laboratory on the ground floor with offices , server rooms, conference / training rooms, storage rooms , break rooms, locker/shower rooms, restrooms, flexible work spaces, and HOC center above. The building will have an open mezzanine area and significant exterior glazing to provide an open, natural light environment. In accordance with MassDOT GREENDOT initiatives the new facility will be designed to LEED Gold or Net Zero Energy Building standards. These standards will be met through deliberate architecture and materials as well as multiple forms of renewable energy such as solar PV, geothermal and possibly wind. The new D‐3 HQ will be built into a hillside with an approximate slope of 8% to 10%. The building site is 2 ½ acres more or less with approximately 1 acre currently being forested and the remainder being field. The upper parking lot will serve as the main employee parking with 145 spaces +/‐. The lower parking lots by the garage and testing laboratory will provide forty (40) parking spaces +/‐. Due to shallow ledge, 3 to 10 feet below the surface, throughout the site approximately 16,000 to 20,000 cubic yards of ledge are anticipated for removal or on site processing and reuse. A concrete wall against the removed ledge face, approximately 40’ in height and running approximately 185’ more or less in the length, will form the foundation wall for the first floor on the upper portion of the building. Fuel tanks and refueling stations will be required.

MassDOT is anticipating a construction budget of approximately $28 million for the overall project. The building is estimated at approximately $20 million.

V. OVERVIEW OF OPM SERVICES The OPM services will include all activities necessary or appropriate to efficiently review, comment, and accept and advise on the design, construction, and closeout of the Project. The firm engaged by MassDOT pursuant to this RFP will be responsible to and will provide services to MassDOT and any representatives designated by MassDOT in connection with the Project.


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VI. SCOPE OF OPM SERVICES The Owner's Project Manager (OPM) shall provide advice, counsel, engineering, review, and support services relating to MassDOT’s oversight of all aspect and all phases of the Project including, but not limited to review, comment, recommendations of acceptance, and advice on the planning, design, construction, and close out of the final project sites and facilities for the Projects.

OPM services consist of all services necessary or appropriate to complete the Project (the "Scope of Services"). Such services are outlined below, and specifically include all services: (a) described in the Agreement for Professional Services between the Owner and Owner's Project Manager, which is attached hereto and marked Attachment 1, including, but not limited to, design review of architectural, structural, mechanical‐electrical‐plumbing (“MEP”), and fire protection disciplines as provided for in Section 4.3 of the Scope of Services, (b) required by Mass. Gen. Laws c. 149, §44A ½, and (c) customarily performed as part of owner's project management for projects of similar type, scope and complexity in order to appropriately manage and deliver the Projects, built to the highest possible standard, in a timely and cost effective manner. In general, the OPM will oversee, monitor, analyze and report on all aspects of the Projects in all phases. The OPM will provide regular and timely written reports as required by MassDOT, including but not limited to, monthly updates on project schedule and budget in design and construction phases in cooperation with the Resident Engineer for Phase I of the BVC Project. The OPM will provide a thorough review of all submittals of plans, specifications, cost estimates, and schedules. Identification of construction conflicts and incompatibility

of materials or systems should be a major focus in all reviews. The OPM will advise MassDOT in all conflict

resolution meetings with the designers of the Projects, and dispute resolution meeting with the Contractors of the Projects regarding Extra Work Orders (EWO) and Claims. The OPM will provide all necessary construction phase services including but not limited to shop drawing review and comment, recommendation of acceptance, site inspections, review and recommendation of acceptance for field design changes, design recommendations to resolve field issues of noncompliance, and final materials acceptance and closeout of the Projects. The OPM will be responsible for managing an interactive and integrated process for the coordination of all design, construction, project acceptance and closeout information; which includes the use of the Division of Capital Asset Management and Maintenance’s Designers Procedures Manual in the design process and construction. (http://www.mass.gov/anf/docs/dcam/dlforms/designers‐procedures‐manual‐aug08.pdf)

VII. SCHEDULE Work will commence upon issuance of a Notice to Proceed by MassDOT. MassDOT anticipates substantial completion of the Projects by Winter, 2018.

VIII. FEE Firms responding to this RFP shall include in their proposals a brief description of the methodology they propose be used in determining the fees for services. However, no specific fee proposal should be included or will be accepted at the present time. Those firms that are chosen to be interviewed will be asked to submit fee proposals at the time they are interviewed. This is strictly a qualifications‐based procurement process.


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IX. FORM OF CONTRACT The selected owner’s project manager firm shall execute a contract with MassDOT, which shall be in the form of the Agreement for Professional Services between Owner and Owner's Project Manager (the "Agreement"), which is attached hereto as Attachment 1. At MassDOT’s sole discretion, MassDOT may make minor non‐ material changes to the form of the Agreement. Please note that the submission of a proposal in response to this RFP shall be deemed an acceptance of all terms and conditions of the Agreement and an agreement to execute same without revision or modification.

X. MINIMUM QUALIFICATIONS

In accordance with M.G.L. c. 149, §44A ½ the Owner's Project Manager must be independent of the designer, general contractor or construction manager, and subcontractors on the Projects having no prime or sub contractual relationships with such parties or their subcontractors or consultants on the Projects.

In accordance with M.G.L. c. 149, §44A ½ the lead member of the firm who will serve as the designated Owner's Project Manager shall: (i) be registered in the Commonwealth of Massachusetts as an architect or professional engineer, and have a minimum of five (5) years of experience in the construction and supervision of the construction of buildings; or (ii) if not a registered architect or professional engineer, have a minimum of seven (7) years of relevant experience in the construction and supervision of construction of buildings.

Thorough knowledge of Massachusetts public design and construction laws, including, but not limited to M.G.L. Chapters 149, and 30.

Thorough knowledge of the requirements of the Massachusetts State Building Code, the Americans with Disabilities Act, and the regulations of the Massachusetts Architectural Access Board.

Extensive knowledge of Construction Trade manuals and requirements.

Prior experience providing construction management or supervision of the construction of buildings

to public agencies in the Commonwealth of Massachusetts for the construction of similar projects, including specific experience on at least three (3) projects, each of which is of similar size, scope and complexity to the Projects, and was successfully completed .

Documentation of insurance including: (i) professional liability insurance of not less than $2,000,000; (ii) commercial general liability insurance (CGL) of not less than $1,000,000 per occurrence, with a $2 million general aggregate; (iii) automobile liability insurance with a minimum limit of $1,000,000 covering owned, hired, and non‐owned vehicles. (iv) employer's liability insurance of not less than $1,000,000 (v) umbrella or excess liability insurance of not less than $5,000,000 covering over the COL, automobile liability and employer's liability coverages (vi) statutory workers' compensation insurance coverage and all of such coverages to be provided on the terms set forth in the Agreement.

XI. SUBMISSION REQUIREMENTS The outermost container in which the proposal for either project, or the proposals for both Projects, must contain the MassDOT project names and numbers, as follows: Phase II Blackstone Visitor Center (BVC) @ Worcester/ Department of Conservation and Recreation (DCR) Central Region Headquarters (CRHQ) Project No. 606629; New


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MassDOT District 3 Headquarters in Worcester, Project No. 606308 Each proposal must contain all of the information and documentation described below:

A. A statement that the proposal is for OPM services for either project, or a statement that the proposal is for OPM services for both projects.

B. Description of the firm's background.

C. Description of the firm's experience, with particular attention to identifying and describing projects in which similar services were provided for projects that were built under M.G.L. c. 149; also include experience with building information modeling (“BIM”), lean construction concepts and integrated project delivery techniques and how they were utilized.

D. A synopsis of the firm's approach to project management services, including how teams are organized to meet the needs of projects in general.

E. Identification of the Project management team, which must include the name of the Principal‐In‐Charge and the Project Manager who will have overall responsibility for the delivery of services and completion of the Project, and the specific responsibilities of each member of the Project team. It shall also include a description of individual and Project team experience, including experience with projects designed for energy efficiency and sustainability, Net Zero certified buildings, LEED certified buildings, and use of the LEED Rating System and other similar guidelines, including at least one active member with a minimum of LEED Green Associate accreditation. It shall further include a description of each Project

management team member’s direct experience with the current building codes (specific to the major

Trade disciplines) and their familiarity/expertise with the current SOP’s and requirements of the major trade disciplines construction Trades Books.

E. A Project team organization chart listing all team members whether employed by the project management firm or by a sub‐consultant, proposed to provide services on the Project. Please note that MassDOT requires that the key team members identified in the proposal be the individuals who render services under the Agreement, and such individuals must be fully available to devote the time and attention necessary to ensure timely and complete delivery of required services. MassDOT strongly encourages interested OPM firms to propose a team that reflects diversity, including MBE/WBE sub‐consultants.

G. A resume and references for each Project team member. The resume shall outline the individual's

academic and professional achievements including the number of years of experience working on projects similar to the Project which is the subject of this RFP, and tenure with the firm. Provide a cross‐ reference for each team member to any project listed in Item L, below.

H. A thoughtful, coherent proposed management plan for the Project, which describes in detail the firm's

proposed approach to meeting Project goals ‐ including schedule management, budget management, quality management, and coordination goals.

I. A thoughtful analysis of how integrated project delivery principles and the use of tools like building


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information modeling can be used effectively on the Project. J. Identification of any firms or individuals not part of the responding firm that will be collaborating on the

Project. For each such firm, provide a detailed description of its role in the Project, and a complete resume and description of the length and substance of its experience as it relates to the Project.

K. Background data on all consulting firm(s) (representing the discipline(s) below) and other consultants considered appropriate, who will play a role in the project, including an identification of any such firm that is an MBE or WBE.

L. List of projects to demonstrate OPM services in general of comparable size, scope and complexity that

the responding firm has substantially completed within the past five (5) years. For each project, provide a complete description, including estimated and actual project costs, total amount and percentage of change orders, estimated and actual project schedule, and the names, current telephone numbers and other contact information for reference person(s). If the Respondent is a joint venture, describe all projects on which the joint venture partners have previously worked together identifying the duties and responsibilities of each firm on each of such projects.

M. Evidence of the firm's stability by providing detailed financial information that can be used to evaluate

and ascertain the firm's ability to provide the required services for the duration of the Agreement. N. Completed and executed copy of the Equal Employment Opportunity and Affirmative Action

Questionnaire in the form attached as Attachment 2.

O. Three (3) references of persons who are familiar with the work of the responding firm. In addition, provide

three (3) references of persons who are familiar with the work and professional skills of the proposed Principal‐in‐Charge and Project Manager by submitting a proposal, a responding firm expressly authorizes MassDOT and its representatives to contact all named references regarding the past performance of the firm and any of the proposed team members identified in the proposal.

P. Executed copies of each of the following documents in the form attached as Attachments 3 through 9:

a. Conflict of Interest Statement (Attachment 3), b. Certificate of Non‐Collusion (Attachment 4), c. Certificate of State Tax Compliance (Attachment 5) d. Certification regarding Undocumented Workers (Attachment 6),

e. Equal Employment Opportunity, Non‐Discrimination and Affirmative Action Certification

(Attachment 7), f. Business Reference Form (Attachment 8), g. Prompt Payment Discount Form (Attachment 9).

XII. SELECTION PROCEDURES Each proposal will be reviewed by MassDOT to determine if it is complete prior to actual evaluation. MassDOT reserves the right, but shall have no obligation, to eliminate from further consideration any proposal deemed to be substantially or materially non‐responsive to the RFP. MassDOT will review all proposals and may select one or more responding firms for personal interviews.


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The selection of the finalists will be based on the following criteria, as applied by MassDOT in its sole and absolute discretion:

A. Prior experience and performance on projects of similar type, scope of services, and complexity, including the quality, depth and relevance of the respondent's prior experience and expertise in providing similar services to public agencies.

B. Quality, clarity, and completeness of Respondent's approach to project management and MassDOT’s judgment as to the compatibility of such approach with MassDOT.

C. Organization, project staffing (Key Personnel) and capacity, including: the effectiveness of the

Respondent's proposed team organizational structure, the qualifications of Respondent's key personnel and staff who would be responsible for providing services to MassDOT, and the qualifications of the key persons and consultants who will work on the Project.

D. Prior experience of specific staff members proposed, including their availability, their capacity to manage

architect and construction management teams, and performing quality of work on projects with specific budget and schedule limits. E. Financial stability of the firm. F. Identity and qualifications of consultants that will work with the Respondent.

G. Understanding of MassDOT’s priorities and operations, and the Project.

H. Current total workload with private clients and public agencies and the ability of the firm to meet

MassDOT’s project schedule and demands.

H. Experience managing projects utilizing BIM, "Lean" construction processes, and Integrated Project Delivery (IPD) tools.

J. Experience with managing projects designed for sustainability and energy efficiency, using the LEED rating

system.

K. Geographic proximity or ability to travel to the Worcester sites. L. Overall commitment to equal employment opportunity and affirmative action. M. Demonstrated expertise with the current building codes (specific to the major Trade disciplines) and current SOP’s / requirements in construction Trade books of the major trade disciplines.

MassDOT will evaluate all proposals individually, and may award the contracts for OPM services for the Projects to one firm, to two firms, to an individual, to two individuals, or to a firm and to an individual.


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XIII. ADDITIONAL INFORMATION Prospective respondents shall not communicate with MassDOT or any of representatives, at any time during the

RFP process except through written questions submitted prior to the deadline set forth herein. All questions must be submitted in writing and sent by email, to Edmund [email protected] or addressed to: ,Edmond Libsch MassDOT, Ten Park Plaza, Suite 7410, Boston, MA 02110.

The deadline for receipt of written questions is 5:00 p.m. on March 18, 2016. MassDOT will respond to all written questions which in MassDOT’s sole judgment may have a material effect on the RFP by posting written responses on COMMBUYS. Current contract plans are available on DVD upon request.

XIV. OTHER PROVISIONS MassDOT reserves the right to modify this RFP, in whole or in part, prior to the date fixed for submission of the Proposals, by issuance of an addendum or addenda, which shall be posted on COMMBUYS. MassDOT may extend the deadline for submission of Proposals at its sole discretion, if in MassDOT’s judgment, such extension is necessary for any reason. It is the responsibility of each firm desiring to submit a proposal to obtain the RFP and any and all addenda that may be issued in connection with this RFP.

All expenses and costs, including but not limited to legal costs, associated with developing or submitting a proposal in response to this RFP, or associated with oral or written clarification thereof, including all presentation materials and related costs and travel expenses, shall be borne solely by the responding firm, and under no circumstances shall MassDOT be responsible for any such cost or expense incurred by any responding firm. MassDOT assumes no responsibility for these costs and expenses.

Responding firms may withdraw their proposals, by written request only, received by MassDOT prior to, but not after the time set for proposal submission. Thereafter, proposals shall be irrevocable for a period of not less than forty‐five (45) days, and may not be withdrawn or modified.

Any proposal which is not received by MassDOT by the date and time and at the location for submission of proposals set forth herein will be determined to be late and shall not be considered.

MassDOT may cancel or modify this RFP, in whole or in part, or reject all Proposals submitted in response to this RFP if such action is determined to be in the best interest of MassDOT. MassDOT also reserves the right to waive any irregularities or requirements, and to negotiate with all respondents, in any manner necessary, in its sole judgment and discretion, to serve the best interest of MassDOT. Proposals that are incomplete, conditioned, or are otherwise not in conformance with this RFP may be rejected at the sole discretion of MassDOT.

A proposal may be considered non‐responsive if it includes extraneous information not specifically requested in this RFP. Clarity and conciseness of proposal will be valued over sheer volume. MassDOT reserves the right to request clarification of any aspect of any submitted proposal or to request additional information that might be required to evaluate a proposal. By submission of a proposal, each Respondent acknowledges and agrees that all documentation and/or materials submitted with its proposal shall become and remain the property of MassDOT. MassDOT shall have the right to use all or any portions of any proposal, as it considers necessary or desirable, in connection with the


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Project. By the submission of a proposal, the Respondent thereby grants to MassDOT an unrestricted royalty‐ free license to use the proposal and all materials submitted therewith in connection with the Project.

Once an award has been made, proposals submitted to MassDOT in response to this RFP are considered public records as defined by M.G.L. c. 4, § 7, clause 26.

XV. ATTACHMENTS Attachment 1: Form of Agreement for Professional Services Between Owner and Owner’s Project Manager

a. MassDOT Standard Contract Form The form is included for informational purposes only. The bidder to whom MassDOT awards the contract shall be required to sign the form.

b. MassDOT Terms and Conditions The form is included for informational purposes only. The bidder to whom MassDOT awards the contract shall be required to sign the form.

c. Special Provisions to the Agreement

Attachment 2: Equal Employment Opportunity and Affirmative Action Questionnaire

Attachment 3: Conflict of Interest Statement

Attachment 4: Certificate of Non‐Collusion

Attachment 5: Certificate of Tax Compliance

Attachment 6: Certification regarding Undocumented Workers Attachment 7: Equal Employment Opportunity, Non‐Discrimination and Affirmative Action Certification

Attachment 8: Business Reference Form

Attachment 9: Prompt Payment Discount Form

The bidder to whom MassDOT awards a contract will be required to sign the form at contract execution, if the form is not already on file with the Office of the Comptroller.

Attachment 10: Authorization for Electronic Funds Payment


Attachment 11: Contractor (or Consultant Contractor) Authorized Signatory Listing


Attachment 12: W‐9 Form

The bidder to whom MassDOT awards a contract will be required to sign the form at contract execution, if the form is not already on file with MassDOT.

MassDOT RFP Special Provisions to Agreement for Owner’s Project Management Services Phase II BVC and District 3 HQ

Attachment 1

Form of Agreement for Professional Services Between Owner and Owner's Project Manager Including Special Provisions

MASSDOT STANDARD CONTRACT FORM

This form is issued and published by the Massachusetts Department of Transportation (MassDOT or Department). Any changes to the official printed language of this form shall be void. Additional non-conflicting terms may be added by Attachment. Contractors may not require any additional agreements, engagement letters, contract forms or other additional terms as part of this Contract without prior Department approval. Click on hyperlinks for definitions, instructions and legal requirements that are incorporated by reference into this Contract.

CONTRACTOR LEGAL NAME: (and d/b/a):

DEPARTMENT NAME: Massachusetts Department of Transportation MMARS Department Code: DOT

Legal Address: (W-9, W-4,T&C): Business Mailing Address:

Contract Manager: Billing Address (if different):

E-Mail: Contract Manager:

Phone: Fax: E-Mail:

Contractor Vendor Code: Phone: Fax:

Vendor Code Address ID (e.g. “AD001”): AD . (Note: The Address Id Must be set up for EFT payments.)

MMARS Doc ID(s):

RFR/Procurement or Other ID Number:

___ NEW CONTRACT PROCUREMENT OR EXCEPTION TYPE: (Check one option only)

__ Statewide Contract (OSD or an OSD-designated Department) __ Collective Purchase (Attach OSD approval, scope, budget) __ Department Procurement (includes State or Federal grants 815 CMR 2.00)

(Attach RFR and Response or other procurement supporting documentation) __ Emergency Contract (Attach justification for emergency, scope, budget) __ Contract Employee (Attach Employment Status Form, scope, budget) __ Legislative/Legal or Other: (Attach authorizing language/justification, scope and

budget)

___ CONTRACT AMENDMENT Enter Current Contract End Date Prior to Amendment: , 20 . Enter Amendment Amount: $ . (or “no change”) AMENDMENT TYPE: (Check one option only. Attach details of Amendment changes.) __ Amendment to Scope or Budget (Attach updated scope and budget) __ Interim Contract (Attach justification for Interim Contract and updated scope/budget) __ Contract Employee (Attach any updates to scope or budget) __ Legislative/Legal or Other: (Attach authorizing language/justification and updated

scope and budget)

The following MassDOT TERMS AND CONDITIONS (T&C) has been executed, filed with CTR and is incorporated by reference into this Contract. __ MassDOT Terms and Conditions

COMPENSATION: (Check ONE option): The Department certifies that payments for authorized performance accepted in accordance with the terms of this Contract will be supported in the state accounting system by sufficient appropriations or other non-appropriated funds, subject to intercept for MassDOT/Commonwealth owed debts under 815 CMR 9.00. __ Rate Contract (No Maximum Obligation. Attach details of all rates, units, calculations, conditions or terms and any changes if rates or terms are being amended.) __ Maximum Obligation Contract Enter Total Maximum Obligation for total duration of this Contract (or new Total if Contract is being amended). $ .

PROMPT PAYMENT DISCOUNTS (PPD): Commonwealth payments are issued through EFT 45 days from invoice receipt. Contractors requesting accelerated payments must identify a PPD as follows: Payment issued within 10 days __% PPD; Payment issued within 15 days __ % PPD; Payment issued within 20 days __ % PPD; Payment issued within 30 days __% PPD. If PPD percentages are left blank, identify reason: __agree to standard 45 day cycle __ statutory/legal or Ready Payments (G.L. c. 29, § 23A); __ only initial payment (subsequent payments scheduled to support standard EFT 45 day payment cycle. See Prompt Pay Discounts Policy.) BRIEF DESCRIPTION OF CONTRACT PERFORMANCE or REASON FOR AMENDMENT: (Enter the Contract title, purpose, fiscal year(s) and a detailed description of the scope of performance or what is being amended for a Contract Amendment. Attach all supporting documentation and justifications.)

ANTICIPATED START DATE: (Complete ONE option only) The Department and Contractor certify for this Contract, or Contract Amendment, that Contract obligations: __ 1. may be incurred as of the Effective Date (latest signature date below) and no obligations have been incurred prior to the Effective Date. __ 2. may be incurred as of , 20 , a date LATER than the Effective Date below and no obligations have been incurred prior to the Effective Date. __3. were incurred as of , 20 , a date PRIOR to the Effective Date below, and the parties agree that payments for any obligations incurred prior to the Effective Date are

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

CONTRACT END DATE: Contract performance shall terminate as of , 20 , with no new obligations being incurred after this date unless the Contract is properly amended, provided that the terms of this Contract and performance expectations and obligations shall survive its termination for the purpose of resolving any claim or dispute, for completing any negotiated terms and warranties, to allow any close out or transition performance, reporting, invoicing or final payments, or during any lapse between amendments.

CERTIFICATIONS: Notwithstanding verbal or other representations by the parties, the “Effective Date” of this Contract or Amendment shall be the latest date that this Contract or Amendment has been executed by an authorized signatory of the Contractor, the Department, or a later Contract or Amendment Start Date specified above, subject to any required approvals. The Contractor makes all certifications required under the attached Contractor Certifications (incorporated by reference if not attached hereto) under the pains and penalties of perjury, agrees to provide any required documentation upon request to support compliance, and agrees that all terms governing performance of this Contract and doing business in Massachusetts are attached or incorporated by reference herein according to the following hierarchy of document precedence, the MassDOT Terms and Conditions http://transnet/docs/ComApp/MassDOTTermsandConditions.doc, this Standard Contract Form including the Instructions and Contractor Certifications, the Request for Response (RFR) or other solicitation, the Contractor’s Response, and additional negotiated terms, provided that additional negotiated terms will take precedence over the relevant terms in the RFR and the Contractor’s Response only if made using the process outlined in 801 CMR 21.07, incorporated herein, provided that any amended RFR or Response terms result in best value, lower costs, or a more cost effective Contract.

AUTHORIZING SIGNATURE FOR THE CONTRACTOR:

X: . Date: . (Signature and Date Must Be Handwritten At Time of Signature)

Print Name: .

Print Title: .

I. II. AUTHORIZING SIGNATURE FOR MassDOT:

X: . Date: . (Signature and Date Must Be Handwritten At Time of Signature)

Print Name: .

Print Title: .

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INSTRUCTIONS AND CONTRACTOR CERTIFICATIONS

The following instructions and terms are incorporated by reference and apply to this Standard Contract Form. Text that appears underlined indicates a "hyperlink" to an Internet or bookmarked site and are unofficial versions of these documents and Departments and Contractors should consult with their legal counsel to ensure compliance with all legal requirements. Using the Web Toolbar will make navigation between the form and the hyperlinks easier. Please note that not all applicable laws have been cited. CONTRACTOR LEGAL NAME (AND D/B/A): Enter the Full Legal Name of the Contractor's business as it appears on the Contractor's W-9 or W-4 Form (Contract Employees only) and the MassDOT Terms and Conditions If Contractor also has a “doing business as” (d/b/a) name, BOTH the legal name and the “d/b/a” name must appear in this section. Contractor Legal Address: Enter the Legal Address of the Contractor as it appears on the Contractor's W-9 or W-4 Form (Contract Employees only) and the MassDOT Terms and Conditions, which must match the legal address on the 1099I table in MMARS (or the Legal Address in HR/CMS for Contract Employee). Contractor Contract Manager: Enter the authorized Contract Manager who will be responsible for managing the Contract. The Contract Manager should be an Authorized Signatory or, at a minimum, a person designated by the Contractor to represent the Contractor, receive legal notices and negotiate ongoing Contract issues. The Contract Manager is considered “Key Personnel” and may not be changed without the prior written approval of the Department. If the Contract is posted on COMMBUYS, the name of the Contract Manager must be included in the Contract on COMMBUYS. Contractor E-Mail Address/Phone/Fax: Enter the electronic mail (e-mail) address, phone and fax number of the Contractor Contract Manager. This information must be kept current by the Contractor to ensure that the Department can contact the Contractor and provide any required legal notices. Notice received by the Contract Manager (with confirmation of actual receipt) through the listed address, fax number(s) or electronic mail address will meet any written legal notice requirements. Contractor Vendor Code: The Department must enter the MMARS Vendor Code assigned by the Commonwealth. If a Vendor Code has not yet been assigned, leave this space blank and the Department will complete this section when a Vendor Code has been assigned. The Department is responsible under the Vendor File and W-9s Policy for verifying with authorized signatories of the Contractor, as part of contract execution, that the legal name, address and Federal Tax Identification Number (TIN) in the Contract documents match the state accounting system. Vendor Code Address ID: (e.g., “AD001”) The Department must enter the MMARS Vendor Code Address Id identifying the payment remittance address for Contract payments, which MUST be set up for EFT payments PRIOR to the first payment under the Contract in accordance with the Bill Paying and Vendor File and W-9 policies. COMMONWEALTH DEPARTMENT NAME: Enter the full Department name with the authority to obligate funds encumbered for the Contract. Commonwealth MMARS Alpha Department Code: Enter the three (3) letter MMARS Code assigned to this Commonwealth Department in the state accounting system. Department Business Mailing Address: Enter the address where all formal correspondence to the Department must be sent. Unless otherwise specified in the Contract, legal notice sent or received by the Department’s Contract Manager (with confirmation of actual receipt) through the listed address, fax number(s) or electronic mail address for the Contract Manager will meet any requirements for legal notice. Department Billing Address: Enter the Billing Address or email address if invoices must be sent to a different location. Billing or confirmation of delivery of performance issues should be resolved through the listed Contract Managers. Department Contract Manager: Identify the authorized Contract Manager who will be responsible for managing the Contract, who should be an authorized signatory or an employee designated by the Department to represent the Department to receive legal notices and negotiate ongoing Contract issues. Department E-Mail Address/Phone/Fax: Enter the electronic mail (e-mail) address, phone and fax number of the Department Contract Manager. Unless otherwise specified in the Contract, legal notice sent or received by the Contract Manager (with confirmation of actual receipt) through the listed address, fax number(s) or electronic mail address will meet any requirements for written notice under the Contract. MMARS Document ID(s): Enter the MMARS 20 character encumbrance transaction number associated with this Contract which must remain the same for the life of the Contract. If multiple numbers exist for this Contract, identify all Doc Ids. RFR/Procurement or Other ID Number or Name: Enter the Request for Response (RFR) or other Procurement Reference number, Contract ID Number or other reference/tracking number for this Contract or Amendment and will be entered into the Board Award Field in the MMARS encumbrance transaction for this Contract.

NEW CONTRACTS (left side of Form):

Complete this section ONLY if this Contract is brand new. (Complete the CONTRACT AMENDMENT section for any material changes to an existing or an expired Contract, and for exercising options to renew or annual contracts under a multi-year procurement or grant program.) PROCUREMENT OR EXCEPTION TYPE: Check the appropriate type of procurement or exception for this Contract. Only one option can be selected. See State Finance Law and General Requirements, Acquisition Policy and Fixed Assets, the Commodities and Services Policy and the Procurement Information Center (Department Contract Guidance) for details. Statewide Contract (OSD or an OSD-designated Department). Check this option for a Statewide Contract under OSD, or by an OSD-designated Department. Collective Purchase approved by OSD. Check this option for Contracts approved by OSD for collective purchases through federal, state, local government or other entities. Department Contract Procurement. Check this option for a Department procurement including state grants and federal sub-grants under 815 CMR 2.00 and State Grants and Federal Subgrants Policy, Departmental Master Agreements (MA). If multi-Department user Contract, identify multi-Department use is allowable in Brief Description. Emergency Contract. Check this option when the Department has determined that an unforeseen crisis or incident has arisen which requires or mandates immediate purchases to avoid substantial harm to the functioning of government or the provision of necessary or mandated services or whenever the health, welfare or safety of clients or other persons or serious damage to property is threatened. Contract Employee. Check this option when the Department requires the performance of an Individual Contractor, and when the planned Contract performance with an Individual has been classified using the Employment Status Form (prior to the Contractor's selection) as work of a Contract Employee and not that of an Independent Contractor. Legislative/Legal or Other. Check this option when legislation, an existing legal obligation, prohibition or other circumstance exempts or prohibits a Contract from being competitively procured, or identify any other procurement exception not already listed. Legislative “earmarks” exempt the Contract solely from procurement requirements, and all other Contract and state finance laws and policies apply. Supporting documentation must be attached to explain and justify the exemption.

CONTRACT AMENDMENT (Right Side of Form)

Complete this section for any Contract being renewed, amended or to continue a lapsed Contract. All Contracts with available options to renew must be amended referencing the original procurement and Contract doc ids, since all continuing contracts must be maintained in the same Contract file (even if the underlying appropriation changes each fiscal year.) “See Amendments, Suspensions, and Termination Policy.) Enter Current Contract End Date: Enter the termination date of the Current Contract being amended, even if this date has already passed. (Note: Current Start Date is not requested since this date does not change and is already recorded in MMARS.) Enter Amendment Amount: Enter the amount of the Amendment increase or decrease to a Maximum Obligation Contract. Enter “no change” for Rate Contracts or if no change. AMENDMENT TYPE: Identify the type of Amendment being done. Documentation supporting the updates to performance and budget must be attached. Amendment to Scope or Budget. Check this option when renewing a Contract or executing any Amendment (“material change” in Contract terms) even if the Contract has lapsed. The parties may negotiate a change in any element of Contract performance or cost identified in the RFR or the Contractor’s response which results in lower costs, or a more cost-effective or better value performance than was presented in the original selected response, provided the negotiation results in a better value within the scope of the RFR than what was proposed by the Contractor in the original selected response. Any “material” change in the Contract terms must be memorialized in a formal Amendment even if a corresponding MMARS transaction is not needed to support the change. Additional negotiated terms will take precedence over the relevant terms in the RFR and the Contractor’s Response only if made using the process outlined in 801 CMR 21.07, incorporated herein, provided that any amended RFR or Response terms result in best value, lower costs, or a more cost effective Contract. Interim Contracts. Check this option for an Interim Contract to prevent a lapse of Contract performance whenever an existing Contract is being re-procured but the new procurement has not been completed, to bridge the gap during implementation between an expiring and a new procurement, or to contract with an interim Contractor when a current Contractor is unable to complete full performance under a Contract. Contract Employee. Check this option when the Department requires a renewal or other amendment to the performance of a Contract Employee. Legislative/Legal or Other. Check this option when legislation, an existing legal obligation, prohibition or other circumstance exempts or prohibits a Contract from being competitively procured, or identify any other procurement exception not already listed. Legislative “earmarks” exempt the Contract solely from procurement requirements, and all other Contract and state finance laws and policies apply. Attach supporting documentation to explain and justify the exemption and whether Contractor selection has been publicly

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posted.

MASSDOT TERMS AND CONDITIONS

The MassDOT Terms and Conditions has been executed by the Contractor and is incorporated by reference into this Contract. This Form is signed only once and recorded on the Vendor Customer File (VCUST). See Vendor File and W-9s Policy.

COMPENSATION

Identify if the Contract is a Rate Contract (with no stated Maximum Obligation) or a Maximum Obligation Contract (with a stated Maximum Obligation) and identify the Maximum Obligation. If the Contract is being amended, enter the new Maximum Obligation based upon the increase or decreasing Amendment. The Total Maximum Obligation must reflect the total funding for the dates of service under the contract, including the Amendment amount if the Contract is being amended. The Maximum Obligation must match the MMARS encumbrance. Funding and allotments must be verified as available and encumbered prior to incurring obligations. If a Contract includes both a Maximum Obligation component and Rate Contract component, check off both, specific Maximum Obligation amounts or amended amounts and Attachments must clearly outline the Contract breakdown to match the encumbrance.

PAYMENTS AND PROMPT PAY DISCOUNTS

Payments are processed within a 45 day payment cycle through EFT in accordance with the Commonwealth Bill Paying Policy for investment and cash flow purposes. Departments may NOT negotiate accelerated payments and Payees are NOT entitled to accelerated payments UNLESS a prompt payment discount (PPD) is provided to support the Commonwealth’s and MassDOT’s loss of investment earnings for this earlier payment, or unless a payments is legally mandated to be made in less than 45 days (e.g., construction contracts, Ready Payments under G.L. c. 29, s. 23A). See Prompt Pay Discounts Policy. PPD are identified as a percentage discount which will be automatically deducted when an accelerated payment is made. Reduced contracts rates may not be negotiated to replace a PPD. If PPD fields are left blank please identify that the Contractor agrees to the standard 45 day cycle; a statutory/legal exemption such as Ready Payments (G.L. c. 29, § 23A); or only an initial accelerated payment for reimbursements or start up costs for a grant, with subsequent payments scheduled to support standard EFT 45 day payment cycle. Financial hardship is not a sufficient justification to accelerate cash flow for all payments under a Contract. Initial grant or contract payments may be accelerated for the first invoice or initial grant installment, but subsequent periodic installments or invoice payments should be scheduled to support the Payee cash flow needs and the standard 45 day EFT payment cycle in accordance with the Bill Paying Policy. Any accelerated payment that does not provide for a PPD must have a legal justification in Contract file for audit purposes explaining why accelerated payments were allowable without a PPD.

BRIEF DESCRIPTION OF CONTRACT PERFORMANCE

Enter a brief description of the Contract performance, project name and/or other identifying information for the Contract to specifically identify the Contract performance, match the Contract with attachments, determine the appropriate expenditure code (as listed in the Expenditure Classification Handbook) or to identify or clarify important information related to the Contract such as the Fiscal Year(s) of performance (ex. “FY2012” or “FY2012-14”). Identify settlements or other exceptions and attach more detailed justification and supporting documents. Enter “Multi-Department Use” if other Departments can access procurement. For Amendments, identify the purpose and what items are being amended. Merely stating "see attached" or referencing attachments without a narrative description of performance is insufficient.

ANTICIPATED START DATE

The Department and Contractor must certify WHEN obligations under this Contract/Amendment may be incurred. Option 1 is the default option when performance may begin as of the Effective Date (latest signature date and any required approvals). If the parties want a new Contract or renewal to begin as of the upcoming fiscal year then list the fiscal year(s) (ex. “FY2012” or “FY2012-14”) in the Brief Description section. Performance starts and encumbrances reflect the default Effective Date (if no FY is listed) or the later FY start date (if a FY is listed). Use Option 2 only when the Contract will be signed well in advance of the start date and identify a specific future start date. Do not use Option 2 for a fiscal year start unless it is certain that the Contract will be signed prior to fiscal year. Option 3 is used in lieu of the Settlement and Release Form when the Contract/Amendment is signed late, and obligations have already been incurred by the Contractor prior to the Effective Date for which the Department has either requested, accepted or deemed legally eligible for reimbursement, and the Contract includes supporting documents justifying the performance or proof of eligibility, and approximate costs. Any obligations incurred outside the scope of the Effective Date under any Option listed, even if the incorrect Option is selected, shall be automatically deemed a settlement included under the terms of the Contract and upon payment to the Contractor will release the Commonwealth and MassDOT from further obligations for the identified performance. All settlement payments require justification and must be under same encumbrance and object codes as the Contract payments. Performance dates are subject to G.L. c.4, § 9.

CONTRACT END DATE

The Department must enter the date that Contract performance will terminate. If the Contract is being amended and the Contract End Date is not changing, this date must be re-entered again here. A Contract must be signed for at least the initial duration but not longer than the period of procurement listed in the RFR, or other solicitation document (if applicable). No new performance is allowable beyond the end date without an amendment, but the Department may allow a Contractor to complete minimal close out performance obligations if substantial performance has been made prior to the termination date of the Contract and prior to the end of the fiscal year in which payments are appropriated, provided that any close out performance is subject to appropriation and funding limits under state finance law, and CTR may adjust encumbrances and payments in the state accounting system to enable final close out payments. Performance dates are subject to G.L. c.4, § 9.

CERTIFICATIONS AND EXECUTION

See Department Head Signature Authorization Policy and the Contractor Authorized Signatory Listing for policies on Contractor and Department signatures. Authorizing Signature for Contractor/Date: The Authorized Contractor Signatory must (in their own handwriting and in ink) sign AND enter the date the Contract is signed. See section above under “Anticipated Contract Start Date”. Acceptance of payment by the Contractor shall waive any right of the Contractor to claim the Contract/Amendment is not valid and the Contractor may not void the Contract. Rubber stamps, typed or other images are not acceptable. Proof of Contractor signature authorization on a Contractor Authorized Signatory Listing may be required by the Department if not already on file. Contractor Name /Title: The Contractor Authorized Signatory’s name and title must appear legibly as it appears on the Contractor Authorized Signatory Listing. Authorizing Signature For Department/Date: The Authorized Department Signatory must (in their own handwriting and in ink) sign AND enter the date the Contract is signed. See section above under “Anticipated Start Date”. Rubber stamps, typed or other images are not accepted. The Authorized Signatory must be an employee within the Department legally responsible for the Contract. See Department Head Signature Authorization. The Department must have the legislative funding appropriated for all the costs of this Contract or funding allocated under an approved Interdepartmental Service Agreement (ISA). A Department may not contract for performance to be delivered to or by another state department without specific legislative authorization (unless this Contract is a Statewide Contract). For Contracts requiring Secretariat signoff, evidence of Secretariat signoff must be included in the Contract file. Department Name /Title: Enter the Authorized Signatory’s name and title legibly.

CONTRACTOR CERTIFICATIONS AND LEGAL REFERENCES

Notwithstanding verbal or other representations by the parties, the “Effective Date” of this Contract or Amendment shall be the latest date that this Contract or Amendment has been executed by an authorized signatory of the Contractor, the Department, or a later Contract or Amendment Start Date specified, subject to any required approvals. The Contractor makes all certifications required under this Contract under the pains and penalties of perjury, and agrees to provide any required documentation upon request to support compliance, and agrees that all terms governing performance of this Contract and doing business in Massachusetts are attached or incorporated by reference herein: MassDOT and Contractor Ownership RIghts. The Contractor certifies and agrees that MassDOT is entitled to ownership and possession of all “deliverables” purchased or developed with Contract funds. A Department may not relinquish rights to deliverables nor may Contractors sell products developed with MassDOT resources without just compensation. The Contract should detail all MassDOT deliverables and ownership rights and any Contractor proprietary rights. Qualifications. The Contractor certifies it is qualified and shall at all times remain qualified to perform this Contract; that performance shall be timely and meet or exceed industry standards for the performance required, including obtaining requisite licenses, registrations, permits, resources for performance, and sufficient professional, liability; and other appropriate insurance to cover the performance. If the Contractor is a business, the Contractor certifies that it is listed under the Secretary of State’s website as licensed to do business in Massachusetts, as required by law.



Business Ethics and Fraud, Waste and Abuse Prevention. The Contractor certifies that performance under this Contract, in addition to meeting the terms of the Contract, will be made using ethical business standards and good stewardship of taxpayer and other public funding and resources to prevent fraud, waste and abuse. Collusion. The Contractor certifies that this Contract has been offered in good faith and without collusion, fraud or unfair trade practices with any other person, that any actions to avoid or frustrate fair and open competition are prohibited by law, and shall be grounds for rejection or disqualification of a Response or termination of this Contract. Public Records and Access The Contractor shall provide full access to records related to performance and compliance to the Department and officials listed under Executive Order 195 and G.L. c. 11, s.12 seven (7) years beginning on the first day after the final payment under this Contract or such longer period necessary for the resolution of any litigation, claim, negotiation, audit or other inquiry involving this Contract. Access to view Contractor records related to any breach or allegation of fraud, waste and/or abuse may not be denied and Contractor can not claim confidentiality or trade secret protections solely for viewing but not retaining documents. Routine Contract performance compliance reports or documents related to any alleged breach or allegation of non-compliance, fraud, waste, abuse or collusion may be provided electronically and shall be provided at Contractor’s own expense. Reasonable costs for copies of non-routine Contract related records shall not exceed the rates for public records under 950 C.M.R. 32.00. Debarment. The Contractor certifies that neither it nor any of its subcontractors are currently debarred or suspended by the federal or state government under any law or regulation including, Executive Order 147; G.L. c. 29, s. 29F G.L. c.30, § 39R, G.L. c.149, § 27C, G.L. c.149, § 44C, G.L. c.149, § 148B and G.L. c. 152, s. 25C. Applicable Laws. The Contractor shall comply with all applicable state laws and regulations including but not limited to the applicable Massachusetts General Laws; the Official Code of Massachusetts Regulations; Code of Massachusetts Regulations (unofficial); 801 CMR 21.00 (Procurement of Commodity and Service Procurements, Including Human and Social Services); 815 CMR 2.00 (Grants and Subsidies); 808 CMR 1.00 (Compliance, Reporting and Auditing for Human And Social Services); AICPA Standards; confidentiality of Department records under G.L. c. 66A; and the Massachusetts Constitution Article XVIII if applicable. Invoices. The Contractor must submit invoices in accordance with the terms of the Contract and the Commonwealth Bill Paying Policy. Contractors must be able to reconcile and properly attribute concurrent payments from multiple Departments. Final invoices in any fiscal year must be submitted no later than August 15th for performance made and received (goods delivered, services completed) prior to June 30th, in order to make payment for that performance prior to the close of the fiscal year to prevent reversion of appropriated funds. Failure to submit timely invoices by August 15th or other date listed in the Contract shall authorize the Department to issue an estimated payment based upon the Department’s determination of performance delivered and accepted. The Contractor’s acceptance of this estimated payment releases the Commonwealth and MassDOT from further claims for these invoices. If budgetary funds revert due to the Contractor’s failure to submit timely final invoices, or for disputing an estimated payment, the Department may deduct a penalty up to 10% from any final payment in the next fiscal year for failure to submit timely invoices. Payments Subject To Appropriation. Pursuant to G.L. c. 29 § 26, § 27 and § 29, Departments are required to expend funds only for the purposes set forth by the Legislature and within the funding limits established through appropriation, allotment and subsidiary, including mandated allotment reductions triggered by G.L. c. 29, § 9C. A Department cannot authorize or accept performance in excess of an existing appropriation and allotment, or sufficient non-appropriated available funds. Any oral or written representations, commitments, or assurances made by the Department or any other Commonwealth representative are not binding. The Commonwealth and MassDOT have no legal obligation to compensate a Contractor for performance that is not requested and is intentionally delivered by a Contractor outside the scope of a Contract. Contractors should verify funding prior to beginning performance. Intercept. Contractors may be registered as Customers in the Vendor file if the Contractor owes a Commonwealth debt. Unresolved and undisputed debts, and overpayments of Contract payments that are not reimbursed timely shall be subject to intercept pursuant to G.L. c. 7A, s. 3 and 815 CMR 9.00. Contract overpayments will be subject to immediate intercept or payment offset. The Contractor may not penalize any state Department or assess late fees, cancel a Contract or other services if amounts are intercepted or offset due to recoupment of an overpayment, outstanding taxes, child support, other overdue debts or Contract overpayments. Tax Law Compliance. The Contractor certifies under the pains and penalties of perjury tax compliance with Federal tax laws; state tax laws including but not limited to G.L. c. 62C, G.L. c. 62C, s. 49A; compliance with all state tax laws, reporting of employees and contractors, withholding and remitting of tax withholdings and child support and is in good standing with respect to all state taxes and returns due; reporting of employees and contractors under G.L. c. 62E, withholding and remitting child support including G.L. c. 119A, s. 12; TIR 05-11; New Independent Contractor Provisions and applicable TIRs. Bankruptcy, Judgments, Potential Structural Changes, Pending Legal Matters and Conflicts. The Contractor certifies it has not been in bankruptcy and/or receivership within the last three calendar years, and the Contractor certifies that it will immediately notify the Department in writing at least 45 days prior to filing for bankruptcy and/or receivership, any potential structural change in its organization, or if there is any risk to the solvency of the Contractor that may impact the Contractor’s ability to timely fulfill the terms of this Contract or Amendment. The Contractor certifies that at any time during the period of the Contract the Contractor is required to affirmatively disclose in writing to the Department Contract Manager the details of any judgment, criminal conviction, investigation or litigation pending against the Contractor or any of its officers, directors, employees, agents, or subcontractors, including any potential conflicts of interest of which the Contractor has knowledge, or learns of during the Contract term. Law firms or Attorneys providing legal services are required to identify any potential conflict with representation of any Department client in accordance with Massachusetts Board of Bar Overseers (BBO) rules. Federal Anti-Lobbying and Other Federal Requirements. If receiving federal funds, the Contractor certifies compliance with federal anti-lobbying requirements including 31 USC 1352; other federal requirements; Executive Order 11246; Air Pollution Act; Federal Water Pollution Control Act and Federal Employment Laws. Protection of Personal Data and Information. The Contractor certifies that all steps will be taken to ensure the security and confidentiality of all Commonwealth/MassDOT data for which the Contractor becomes a holder, either as part of performance or inadvertently during performance, with special attention to restricting access, use and disbursement of personal data and information under G.L. c. 93H and c. 66A and Executive Order 504. The Contractor is required to comply with G.L. c. 93I for the proper disposal of all paper and electronic media, backups or systems containing personal data and information, provided further that the Contractor is required to ensure that any personal data or information transmitted electronically or through a portable device be properly encrypted using (at a minimum) Information Technology Division (ITD) Protection of Sensitive Information, provided further that any Contractor having access to credit card or banking information of Commonwealth/MassDOT customers certifies that the Contractor is PCI compliant in accordance with the Payment Card Industry Council Standards and shall provide confirmation compliance during the Contract, provide further that the Contractor shall immediately notify the Department in the event of any security breach including the unauthorized access, disbursement, use or disposal of personal data or information, and in the event of a security breach, the Contractor shall cooperate fully with the Commonwealth/MassDOT and provide access to any information necessary for the Commonwealth/MassDOT to respond to the security breach and shall be fully responsible for any damages associated with the Contractor’s breach including but not limited to G.L. c. 214, s. 3B. Corporate and Business Filings and Reports. The Contractor certifies compliance with any certification, filing, reporting and service of process requirements of the Secretary of the Commonwealth, the Office of the Attorney General or other Departments as related to its conduct of business in the Commonwealth; and with its incorporating state (or foreign entity). Employer Requirements. Contractors that are employers certify compliance with applicable state and federal employment laws or regulations, including but not limited to G.L. c. 5, s. 1 (Prevailing Wages for Printing and Distribution of Public Documents); G.L. c. 7, s. 22 (Prevailing Wages for Contracts for Meat Products and Clothing and Apparel); minimum wages and prevailing wage programs and payments; unemployment insurance and contributions; workers’ compensation and insurance, child labor laws, AGO fair labor practices; G.L. c. 149 (Labor and Industries); G.L. c. 150A (Labor Relations); G.L. c. 151 and 455 CMR 2.00 (Minimum Fair Wages); G.L. c. 151A (Employment and Training); G. L. c. 151B (Unlawful Discrimination); G.L. c. 151E (Business Discrimination); G.L. c. 152 (Workers’ Compensation); G.L. c.153 (Liability for Injuries); 29 USC c. 8 (Federal Fair Labor Standards); 29 USC c. 28 and the Federal Family and Medical Leave Act. Federal And State Laws And Regulations Prohibiting Discrimination including but not limited to the Federal Equal Employment Oppurtunity (EEO) Laws the Americans with Disabilities Act,; 42 U.S.C Sec. 12,101, et seq., the Rehabilitation Act, 29 USC c. 16 s. 794; 29 USC c. 16. s. 701; 29 USC c. 14, 623; the 42 USC c. 45; (Federal Fair Housing Act); G. L. c. 151B (Unlawful Discrimination); G.L. c. 151E (Business Discrimination); the Public Accommodations Law G.L. c. 272, s. 92A; G.L. c. 272, s. 98 and 98A, Massachusetts Constitution Article CXIV and G.L. c. 93, s. 103; 47 USC c. 5, sc. II, Part II, s. 255 (Telecommunication Act; Chapter 149, Section 105D, G.L. c. 151C, G.L. c. 272, Section 92A, Section 98 and Section 98A, and G.L. c. 111, Section 199A, and Massachusetts Disability-Based Non-Discrimination Standards For Executive Branch Entities, and related Standards and Guidance, authorized under Massachusetts Executive Order or any disability-based protection arising from state or federal law or precedent. See also MCAD and MCAD links and Resources. Small Business Purchasing Program (SBPP). A Contractor may be eligible to participate in the SBPP, created pursuant to Executive Order 523, if qualified through the SBPP COMMBUYS subscription process at: www.commbuys.com and with acceptance of the terms of the SBPP participation agreement. Limitation of Liability for Information Technology Contracts (and other Contracts as Authorized). The Information Technology Mandatory Specifications and the IT Acquisition Accessibility Contract Language are incorporated by reference into Information Technology Contracts. The following language will apply to Information Technology contracts in the U01, U02, U03, U04, U05, U06, U07, U08, U09, U10, U75, U98 object codes in the Expenditure Classification Handbook or other Contracts as approved by CTR or OSD. Pursuant to Section 11.



Indemnification of the MassDOT Terms and Conditions, the term “other damages” shall include, but shall not be limited to, the reasonable costs the Commonwealth/MassDOT incurs to repair, return, replace or seek cover (purchase of comparable substitute commodities and services) under a Contract. “Other damages” shall not include damages to the Commonwealth/MassDOT as

a result of third party claims, provided, however, that the foregoing in no way limits the Commonwealth’s or MassDOT’s right of recovery for personal injury or property damages or patent and copyright infringement under Section 11 nor the Commonwealth’s/MassDOT’s ability to join the contractor as a third party defendant. Further, the term “other damages” shall not include, and in no event shall the contractor be liable for, damages for the Commonwealth’s or MassDOT’s use of contractor provided products or services, loss of Commonwealth or MassDOT’s records, or data (or other intangible property), loss of use of equipment, lost revenue, lost savings or lost profits of the Commonwealth or MassDOT. In no event shall “other damages” exceed the greater of $100,000, or two times the value of the product or service (as defined in the Contract scope of work) that is the subject of the claim. Section 11 sets forth the contractor’s entire liability under a Contract. Nothing in this section shall limit the Commonwealth’s or MassDOT’s ability to negotiate higher limitations of liability in a particular Contract, provided that any such limitation must specifically reference Section 11 of the MassDOT Terms and Conditions. In the event the limitation of liability conflicts with accounting standards which mandate that there can be no cap of damages, the limitation shall be considered waived for that audit engagement. These terms may be applied to other Contracts only with prior written confirmation from the Operational Services Division or the Office of the Comptroller. The terms in this Clarification may not be modified.

Northern Ireland Certification. Pursuant to G.L. c. 7 s. 22C for state agencies, state authorities, the House of Representatives or the state Senate, by signing this Contract the Contractor certifies that it does not employ ten or more employees in an office or other facility in Northern Ireland and if the Contractor employs ten or more employees in an office or other facility located in Northern Ireland the Contractor certifies that it does not discriminate in employment, compensation, or the terms, conditions and privileges of employment on account of religious or political belief; and it promotes religious tolerance within the work place, and the eradication of any manifestations of religious and other illegal discrimination; and the Contractor is not engaged in the manufacture, distribution or sale of firearms, munitions, including rubber or plastic bullets, tear gas, armored vehicles or military aircraft for use or deployment in any activity in Northern Ireland. Pandemic, Disaster or Emergency Performance. In the event of a serious emergency, pandemic or disaster outside the control of the Department, the Department may negotiate emergency performance from the Contractor to address the immediate needs of the MassDOTeven if not contemplated under the original Contract or procurement. Payments are subject to appropriation and other payment terms. Consultant Contractor Certifications (For Consultant Contracts “HH” and “NN” and “U05” object codes subject to G.L. Chapter 29, s. 29A). Contractors must make required disclosures as part of the RFR Response or using the Consultant Contractor Mandatory Submission Form. Attorneys. Attorneys or firms providing legal services or representing MassDOT may be subject to G.L. c. 30, s. 65, and if providing litigation services must be approved by the Office of the Attorney General to appear on behalf of a Department, and shall have a continuing obligation to notify the Commonwealth of any conflicts of interest arising under the Contract. Subcontractor Performance. The Contractor certifies full responsibility for Contract performance, including subcontractors, and that comparable Contract terms will be included in subcontracts, and that the Department will not be required to directly or indirectly manage subcontractors or have any payment obligations to subcontractors. .

EXECUTIVE ORDERS For covered Executive state Departments, the Contractor certifies compliance with applicable Executive Orders (see also Massachusetts Executive Orders), including but not limited to the specific orders listed below. A breach during period of a Contract may be considered a material breach and subject Contractor to appropriate monetary or Contract sanctions. Executive Order 481. Prohibiting the Use of Undocumented Workers on State Contracts. For all state agencies in the Executive Branch, including all executive offices, boards, commissions, agencies, Departments, divisions, councils, bureaus, and offices, now existing and hereafter established, by signing this Contract the Contractor certifies under the pains and penalties of perjury that they shall not knowingly use undocumented workers in connection with the performance of this Contract; that, pursuant to federal requirements, shall verify the immigration status of workers assigned to a Contract without engaging in unlawful discrimination; and shall not knowingly or recklessly alter, falsify, or accept altered or falsified documents from any such worker Executive Order 130. Anti-Boycott. The Contractor warrants, represents and agrees that during the time this Contract is in effect, neither it nor any affiliated company, as hereafter defined, participates in or cooperates with an international boycott (See IRC § 999(b)(3)-(4), and IRS Audit Guidelines Boycotts) or engages in conduct declared to be unlawful by G.L. c. 151E, s. 2. A breach in the warranty, representation, and agreement contained in this paragraph, without limiting such other rights as it may have, MassDOT and the Commonwealth shall be entitled to rescind this Contract. As used herein, an affiliated company shall be any business entity of which at least 51% of the ownership interests are directly or indirectly owned by the Contractor or by a person or persons or business entity or entities directly or indirectly owning at least 51% of the ownership interests of the Contractor, or which directly or indirectly owns at least 51% of the ownership interests of the Contractor. Executive Order 346. Hiring of State Employees By State Contractors Contractor certifies compliance with both the conflict of interest law G.L. c. 268A specifically s. 5 (f) and this order; and includes limitations regarding the hiring of state employees by private companies contracting with the Commonwealth/MassDOT. A privatization contract shall be deemed to include a specific prohibition against the hiring at any time during the term of Contract, and for any position in the Contractor's company, any state management employee who is, was, or will be involved in the preparation of the RFP, the negotiations leading to the awarding of the Contract, the decision to award the Contract, and/or the supervision or oversight of performance under the Contract. Executive Order 444. Disclosure of Family Relationships With Other State Employees. Each person applying for employment (including Contract work) within the Executive Branch under the Governor must disclose in writing the names of all immediate family related to immediate family by marriage who serve as employees or elected officials of the Commonwealth. All disclosures made by applicants hired by the Executive Branch under the Governor shall be made available for public inspection to the extent permissible by law by the official with whom such disclosure has been filed. Executive Order 504. Regarding the Security and Confidentiality of Personal Information. For all Contracts involving the Contractor’s access to personal information, as defined in G.L. c. 93H, and personal data, as defined in G.L. c. 66A, owned or controlled by Executive Department agencies, or access to agency systems containing such information or data (herein collectively “personal information”), Contractor certifies under the pains and penalties of perjury that the Contractor (1) has read Commonwealth of Massachusetts Executive Order 504 and agrees to protect any and all personal information; and (2) has reviewed all of the Commonwealth Information Technology Division’s Security Policies. Notwithstanding any contractual provision to the contrary, in connection with the Contractor’s performance under this Contract, for all state agencies in the Executive Department, including all executive offices, boards, commissions, agencies, departments, divisions, councils, bureaus, and offices, now existing and hereafter established, the Contractor shall: (1) obtain a copy, review, and comply with the contracting agency’s Information Security Program (ISP) and any pertinent security guidelines, standards, and policies; (2) comply with all of the Commonwealth of Massachusetts Information Technology Division’s “Security Policies”) (3) communicate and enforce the contracting agency’s ISP and such Security Policies against all employees (whether such employees are direct or contracted) and subcontractors; (4) implement and maintain any other reasonable appropriate security procedures and practices necessary to protect personal information to which the Contractor is given access by the contracting agency from the unauthorized access, destruction, use, modification, disclosure or loss; (5) be responsible for the full or partial breach of any of these terms by its employees (whether such employees are direct or contracted) or subcontractors during or after the term of this Contract, and any breach of these terms may be regarded as a material breach of this Contract; (6) in the event of any unauthorized access, destruction, use, modification, disclosure or loss of the personal information (collectively referred to as the “unauthorized use”): (a) immediately notify the contracting agency if the Contractor becomes aware of the unauthorized use; (b) provide full cooperation and access to information necessary for the contracting agency to determine the scope of the unauthorized use; and (c) provide full cooperation and access to information necessary for the contracting agency and the Contractor to fulfill any notification requirements. Breach of these terms may be regarded as a material breach of this Contract, such that the Commonwealth and MassDOT may exercise any and all contractual rights and remedies, including without limitation indemnification under Section 11 of MassDOT’s Terms and Conditions, withholding of payments, Contract suspension, or termination. In addition, the Contractor may be subject to applicable statutory or regulatory penalties, including and without limitation, those imposed pursuant to G.L. c. 93H and under G.L. c. 214, § 3B for violations under M.G.L c. 66A. Executive Orders 523, 524 and 526. Executive Order 526 (Order Regarding Non-Discrimination, Diversity, Equal Opportunity and Affirmative Action which supersedes Executive Order 478). Executive Order 524 (Establishing the Massachusetts Supplier Diversity Program which supersedes Executive Order 390). Executive Order 523 (Establishing the Massachusetts Small Business Purchasing Program.) All programs, activities, and services provided, performed, licensed, chartered, funded, regulated, or contracted for by the state shall be conducted without unlawful discrimination based on race, color, age, gender, ethnicity, sexual orientation, gender identity or expression, religion, creed, ancestry, national origin, disability, veteran’s status (including Vietnam-era veterans), or background. The Contractor and any subcontractors may not engage in discriminatory employment practices; and the Contractor certifies compliance with applicable federal and state laws, rules, and regulations governing fair labor and employment practices; and the Contractor commits to purchase supplies and services from certified minority or women-owned businesses, small businesses, or businesses owned by socially or economically disadvantaged persons or persons with disabilities. These provisions shall be enforced through the contracting agency, OSD, and/or the Massachusetts Commission Against Discrimination. Any breach shall be regarded as a material breach of the contract that may subject the contractor to appropriate sanctions.


massDOT

This Terms and Conditions form is issued by the Massachusetts Department of Transportation ("MassDOT'). Any changes or electronic alterations by the Contractor to the official version of this form shall be void except as agreed to by MassDOT. Upon execution of these Terms and Conditions by the Contractor and

MassDOT and filing as prescribed by the Office of the Comptroller, these MassDOT Terms and Conditions will be incorporated by reference into any Contract for Commodities and Services executed by the Contractor and MassDOT, in the absence of a superseding law or regulation requiring a different Contract form. Performance shall include services rendered, obligations due, costs incurred, commodities and deliverables provided and accepted by MassDOT, programs provided or other commitments authorized under a Contract. A deliverable shall include any tangible product to be delivered as an element of performance under a Contract. MassDOT is entitled to ownership and possession of all deliverables purchased or developed with MassDOT funds. Contract shall mean the Standard Contract Form issued by MassDOT. I. Contract Effective Start Date. Notwithstanding verbal or other representations by the parties, or an earlier start date indicated in a Contract, the effective start date of performance under a Contract shall be the date a Contract has been executed by an authorized signatory of the Contractor and MassDOT, or, a later date specified in the Contract or the date of any approvals required by law or regulation, whichever is later. 2. Payments And Compensation. The Contractor shall only be compensated for performance delivered and accepted by the MassDOT in accordance with the specific terms and conditions of a Contract. All Contract payments are subject to appropriation pursuant to M.G.L. C. 29, §26, or the availability of sufficient non-appropriated funds for the purposes of a Contract, and shall be subject to intercept pursuant to M.G.L. C. 7A, §3 and 815 CMR 9.00. Overpayments shall be reimbursed by the Contractor or may be offset by MassDOT from future payments in accordance with state finance law. Acceptance by the Contractor of any payment or partial payment, without any written objection by the Contractor, shall in each instance operate as a release and discharge of MassDOT and the Commonwealth of Massachusetts ("Commonwealth") from all claims, liabilities or other obligations relating to the performance of a Contract. 3. Contractor Payment Mechanism. All Contractors will be paid using the Payment Voucher System unless a different payment mechanism is required. The Contractor shall timely submit invoices (Payment Vouchers - Form PV) and supporting documentation as prescribed in a Contract. MassDOT shall review and return rejected invoices within fifteen (15) days of receipt with a written explanation for rejection. Payments shall be made in accordance with the bill paying policy issued by the Office of the Comptroller and 815 CMR 4.00, provided that payment periods listed in a Contract of less than forty-five (45) days from the date of receipt of an invoice shall be effective only to enable MassDOT to take advantage of early payment incentives and shall not subject any payment made within the forty-five (45) day period to a penalty. The Contractor Payroll System shall be used only for "Individual Contractors" who have been determined to be "Contract Employees" as a result of the MassDOTs completion of an Internal Revenue Service SS-8 form in accordance with the Omnibus Budget Reconciliation Act (OBRA) 1990, and shall automatically process all state and federal mandated payroll, tax and retirement deductions. 4. Contract Termination Or Suspension. A Contract shall terminate on the date specified in a Contract, unless this date is properly amended in accordance with all applicable laws and regulations prior to this date, or unless terminated or suspended under this Section upon prior written notice to the Contractor. MassDOT may terminate a Contract without cause and without penalty, or may terminate or suspend a Contract if the Contractor breaches any material term or condition or fails to perform or fulfill any material obligation required by a Contract, or in the event of an elimination of an appropriation or availability of sufficient funds for the purposes of a Contract, or in the event of an unforeseen public emergency mandating immediate MassDOT action. Upon immediate notification to the other party, neither MassDOT nor the Contractor shall be deemed to be in breach for failure or delay in performance due to Acts of God or other causes factually beyond their control and without their fault or negligence. Subcontractor failure to perform or price increases due to market fluctuations or product availability will not be deemed factually beyond the Contractor's control. 5. Written Notice. Any notice shall be deemed delivered and received when submitted in writing in person or when delivered by any other appropriate method evidencing actual receipt by MassDOT or the Contractor. Any written notice of termination or suspension delivered to the Contractor shall state the effective date and period of the notice, the reasons for the termination or

suspension, if applicable, any alleged breach or failure to perform, a reasonable period to cure any alleged breach or failure to perform, if applicable, and any instructions or restrictions concerning allowable activities, costs or expenditures by the Contractor during the notice period. 6. Confidentiality. The Contractor shall comply with M.G.L. C. 66A if the Contractor becomes a "holder" of "personal data". The Contractor shall also protect the physical security and restrict any access to personal or MassDOT data in the Contractor's possession, or used by the Contractor in the performance of a Contract, which shall include, but is not limited to MassDOT's public records, documents, files, software, equipment or systems. 7. Record-keeping And Retention. Inspection Of Records. The Contractor shall maintain records, books, files and other data as specified in a Contract and in such detail as shall properly substantiate claims for payment under a Contract, for a minimum retention period of seven (7) years beginning on the first day after the final payment under a Contract, or such longer period as is necessary for the resolution of any litigation, claim, negotiation, audit or other inquiry involving a Contract. MassDOT shall have access, as well as any parties identified under Executive Order 195, during the Contractor's regular business hours and upon reasonable prior notice, to such records, including onsite reviews and reproduction of such records at a reasonable expense. 8. Assignment. The Contractor may not assign or delegate, in whole or in part, or otherwise transfer any liability, responsibility, obligation, duty or interest under a Contract, with the exception that the Contractor shall be authorized to assign present and prospective claims for money due to the Contractor pursuant to a Contract in accordance with M.G.L. C. 106, §9-318. The Contractor must provide sufficient notice of assignment and supporting documentation to enable MassDOT to verify and implement the assignment. Payments to third party assignees will be processed as if such payments were being made directly to the Contractor and these payments will be subject to intercept, offset, counter claims or any other Department rights which are available to MassDOT or the Commonwealth against the Contractor. 9. Subcontracting By Contractor. Any subcontract entered into by the Contractor for the purposes of fulfilling the obligations under a Contract must be in writing, authorized in advance by MassDOT and shall be consistent with and subject to the provisions of these Terms and Conditions and a Contract. Subcontracts will not relieve or discharge the Contractor from any duty, obligation, responsibility or liability arising under a Contract. MassDOT is entitled to copies of all subcontracts and shall not be bound by any provisions contained in a subcontract to which it is not a party. 10. Affirmative Action. Non-Discrimination In Hiring And Employment. The Contractor shall comply with all federal and state laws, rules and regulations promoting fair employment practices or prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be demoted, discharged or otherwise subject to discrimination in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation or for exercising any rights afforded by law. The Contractor commits to purchasing supplies and services from certified minority or women-owned businesses, small businesses or businesses owned by socially or economically disadvantaged persons or persons with disabilities. ll.lndemnification. Unless otherwise exempted by law, the Contractor shall indemnify and hold harmless the Commonwealth, including MassDOT, its agents, officers and employees (for purposes of this paragraph, "indemnified parties") against any and all claims, liabilities and costs for any personal injury or property damages, patent or copyright infringement or other damages that the indemnified parties may sustain which arise out of or in connection with the Contractor's performance of a Contract, including but not limited to the negligence, reckless or intentional conduct of the Contractor, its agents, officers, employees or subcontractors. The Contractor shall at no time be considered an agent or representative of MassDOT or the Commonwealth. After prompt notification of a claim by an indemnified party, the Contractor shall have an opportunity to participate in the defense of such claim and any negotiated settlement agreement or judgment. The indemnified party shall not be liable for any costs incurred by the Contractor arising under this paragraph. Any indemnification of the Contractor shall be subject to appropriation and applicable law. 12. Waivers. Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any way limit the legal or equitable remedies available to that party. No waiver by either party of any default or breach shall constitute a waiver of any subsequent default or breach. 13. Risk Of Loss. The Contractor shall bear the risk of loss for any Contractor materials used for a Contract and for all deliverables, Department personal or

Page I of3

Massachusetts Department of Transportation

MASSDOT TERMS AND CONDITIONSthat the remaining provisions of the Contract, or portions thereof, shall be enforced to the fullest extent permitted by law. All amendments must beexecuted by the parties in accordance with Section I. of these Terms and

other data which is in the possession of the Contractor or used by the Contractor in the performance of a Contract until possession.ownership and full legal title to the deliverables are transferred to

massDOTPage 2 of3


and accepted by MassDOT. 14. Forum. Clloice ofl.qw And Mediation. Any actions arising

out of a Contract shall be governed by the laws of Massachusetts, and shall be brought and maintained in a State or federal court in Massachusetts which shall have exclusive jurisdiction thereof. MassDOT, with the approval of the Attorney General's Office, and the Contractor may agree to voluntary mediation through the Massachusetts Office of Dispute Resolution (MOOR) or other mediation service of any Contract dispute and will share the costs of such mediation. No legal or equitable rights of the parties shall be limited by this Section. 15. Contract BoilemlaJe lntemretaJion. Severabilitv. Conflicts With l.qw, Integra/ion. Any amendment or attachment to any Contract which contains conflicting language or has the effect of a deleting, replacing or modifying any printed language of these Terms and Conditions. shall be interpreted as superseded by the official printed language. If any provision of a Contract is found to be superseded by state or federal law or regulation, in whole or in part, then both parties shall be relieved of all obligations under that provision only to the extent necessary to comply with the superseding law, provided however.

Conditions and filed with the original record copy of a Contract as prescribed by CTR. The printed language of the Standard Contract Form, as officially published by MaassDOT, which incorporates by reference these Terms and Conditions, shall supersede any conflicting verbal or written agreements relating to the performance of a Contract, or attached thereto, including contract forms, purchase orders or invoices of the Contractor. The order of priority of documents to interpret a Contract shall be as follows: the printed language of the Terms and Conditions, the Standard Contract Form, MassDOTs Request for Response (RFR) solicitation document and the Contractor's Response to the RFR solicitation, excluding any language stricken by a Department as unacceptable and including any negotiated terms and conditions allowable pursuant to law or regulation. IN WITNESS WHEREOF, The Contractor certifies under the pains and penalties of perjury that it shall comply with these Terms and Conditions for any applicable Contract executed with MassDOT as certified by the authorized signatory below:


CONTRACTORAUTHORIZEDSIGNATORY:

(signature)

massDOTPage 3 of3


Print Name:

Title:-------------------------

Date: _

(Check One): Organization Individual

Full Legal Organization or Individual Name:

Tax Identification Number: _

Address:

Telephone: ------------------------------FAX: _

INSTRUCTIONS FOR FILING THE MASSDOT TERMS AND CONDITIONS A "Request for Verification of Taxation Reporting Information" form (Massachusetts Substitute W-9 Format), that contains the Contractor's correct TIN, name and legal address information, must be on file with the Office of the Comptroller. If the Contractor has not previously filed this form with the Comptroller, or if the information contained on a previously filed form has changed, please fill out a W-9 form and return it attached to the executed MASSDOT TERMS AND CONDITIONS.

If the Contractor is responding to a Request for Response (RFR), the MASSDOT TERMS AND CONDITIONS must be submitted with the Response to RFR or as specified in the RFR. Otherwise, Departments or Contractors must timely submit the completed and properly executed MASSDOT TERMS AND CONDITIONS (and the W-9 form if applicable) to the· Payee a11d Payme11ts U11it, Office of tile Comptroller, 9th Floor, 011e Asllburto11 Place, Bosto11, MA 02108 in order to record the filing of this form on the MMARS Vendor File. Contractors are required to execute and file this


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MASSACHUSETTS DEPARTMENT OF TRANSPORTATION

SPECIALPROVISIONSTOAGREEMENTFORPROFESSIONALSERVICES

BETWEENOWNERANDOWNER’SPROJECTMANAGER

AGREEMENT made and entered into as of the day of , 2016 by and between the Owner and the Owner's Project Manager in connection with the Projects, all as defined below.

Owner: MASSACHUSETTS DEPARTMENT OF TRANSPORTATION (“MassDOT”), an entity established by M.G.L. c. 6C, as amended, having its usual place of business at 10 Park Plaza, Suite 4160, Boston, Massachusetts 02116.

Owner's Project Manager (OPM): , having a principal place of business at

Projects: Owner's Project Manager (“OPM”) Services for Phase II BVC @ Worcester/ DCR CRHQ Project No. 606629 and the New MassDOT District 3 Headquarters Project No. 606308 (“the Projects”) as further described in Article 1 section 1.2. The Projects are located in the City of Worcester, and have similar design and construction schedules.

Project Nos. 606629, 606308 Exhibit A: List of OPM Project Staff and Consultants

Exhibit B: Project Schedule and Milestones

Exhibit C: Hourly Rates of OPM and its Consultant


TABLE OF CONTENTS

Article 1. GENERAL

1.1 Overview 1 1.2 Project Description 2

Article 2. RESPONSIBILITIES OF OWNER'S PROJECT MANAGER

2.1 Overview 2 2.2 Performance of Services 2 2.3 OPM Staffing 2

Article 3. RELATIONSHIP OF THE PARTIES

3.1 Independent Contractor 2 3.2 Authority of the OPM 2 3.3 Qualifications 3 3.4 Responsibility for Performance of Design and Construction 3

Article 4. SCOPE OF SERVICES

4.1 General 3 4.2 All Phases 4 4.3 Design & Construction Support Services 5 4.4 Procurement Support Services 7 4.5 Customary Services 8 4.6 Other Duties 8 4.7 Limitations of Authority 8

Article 5. TIME OF PERFORMANCE

5.1 Project Schedule 9 5.2 Time is of the Essence 9

Article 6. OWNER'S RESPONSIBILITIES

6.1 Owner's Information 9 6.2 Oversight and Monitoring 9 6.3 Payment 9 6.4 Compliance with Other Contracts 10 6.5 Owner's Representative 10

Article 7. COMPENSATION AND PAYMENT

7.1 Compensation for Scope of Services 10 7.2 Direct Personnel Expenses 10 7.3 Applications for Payment 11 7.4 Payment Due Date 11 7.5 Entitlement to Additional Compensation 11 7.6 Compensation for Additional Services of the OPM 11 7.7 Compensation for Additional Services of Consultants 11 7.8 Hourly Billing Rates 11

Article 8. REIMBURSABLE EXPENSES 8.1 Reimbursable Expenses 11 8.2 Mark‐up on Some Reimbursable Expenses 12

Article 9. INSTRUMENTS OF SERVICE

9.1 Grant of License Article 10. INSURANCE

12

10.1 Insurance 1310.2 General Insurance Requirements 1310.3 Professional ~Liability Insurance 1410.4 Liability Insurance 14

Article 11. INDEMNIFICATION

11.1 Indemnification by OPM

15

Article 12. DISPUTE RESOLUTION 12.1 Governing Law and Venue

15

12.2 Limitation on Commencement of Legal Actions 1512.3 Mediation 16

Article 13. TERMINATION, SUSPENSION OR ABANDONMENT 13.1 Termination by Either Party 16 13.2 Suspension by Owner 16 13.3 Termination by Owner for Cause 16 13.4 Termination by Owner for Convenience 16 13.5 OPM's Duties Upon Termination 17

Article 14. MISCELLANEOUS PROVISIONS

14.1 Severability 17 14.2 Assignment 17 14.3 Construction of Agreement 17 14.4 No Intended Third Party Beneficiaries 17 14.5 Owner's Information Confidential. 17 14.6 Applicable Laws 17 14.7 Public Construction 17 14.8 Waiver of Claims 17 14.9 No Gifts or Other Inducements 17 14.10 Corrections by Owner 18 14.11 Financial Interest in Construction Work 18 14.12 Entire and Integrated Agreement 18 14.13 Certification of Tax Compliance 18

Article 15. INTERNAL ACCOUNTING CONTROLS

15.1 Financial Books and Records 19

MassDOT RFP Special Provisions to the Agreement for Owner’s Project Management ServicesPhase II BVC and District 3 HQ

1

The Owner and the OPM enter into this Agreement for Professional Services (the "Agreement") on the terms and conditions hereinafter set forth and specifically incorporate into this Agreement the Attachments referenced above, copies of which are attached hereto.

ARTICLE 1 GENERAL

1.1 Overview. The OPM will be responsible for providing to the Owner all project management and engineering services necessary in connection with the planning, design, construction and commissioning of the Projects described in Section1.2 hereof, as the same may be modified during the term of this Agreement.

1.2 Two building complexes will be developed and constructed by MassDOT District 3 in Worcester MA between the winter

of 2016 and the fall of 2018. OPM services under this contract will serve one or both projects.

1.2.1 Project 1 ‐ Phase II Blackstone Visitor Center @ Worcester / DCR Central Region Headquarters (BVC @ Worcester/ DCR CRHQ), this project will consist of the design and construction of an 11,000 sf single story building featuring a saw tooth roof with a ceiling height of approximately 20’, the Blackstone Bike and Pedestrian Spur including a bridge over the Blackstone Canal, landscaping and drainage, repainting of the existing rte. 146 pedestrian bridge, and solar PV arrays to help achieve a net zero energy facility. The building is segmented approximately in half to serve as both a Visitor Center and a Central Region Headquarters for the DCR. The Visitor Center, celebrating the Blackstone Canal and Worcester as the birthplace of the industrial revolution will be managed by a formal coalition of local entities, the BVCC, in partnership with the Department of Conservation and Recreation (DCR). The DCR Central Region administrative staff will occupy the other half of the building.

Upon substantial completion of the project MassDOT will convey all its interest in the building, property, any and all other on site assets to the DCR in full.

Currently Phase I of this project has been advertised for construction by MassDOT to accomplish the Waste Site Cleanup, site grading, and canal wall restoration / rehabilitation of the site. Construction is scheduled between October 2015 and the Spring of 2016. Phase II is scheduled to be advertised in Mid 2016 with construction being completed by the spring 2018.

Public Wi‐Fi will be provided to service the Visitor Center and grounds. A separate server and IT set up will be provided for the DCR in accordance with the appropriate state policies.

It is the intention of this project to produce a Massachusetts Leed Siver certified facility. MassDOT is anticipating a construction budget of approximately $9 million for the overall project. The building is estimated at approximately $4 million.

1.2.2 Project 2 ‐ New Mass DOT District 3 Headquarters. The new D‐3 HQ will be a 4 story steel frame

office building with a garage and laboratory on the ground floor with offices , IT server rooms,

conference/training rooms, storage rooms , break rooms, locker/shower rooms, , restrooms, flexible

work spaces, and HOC center above. The building will have an open mezzanine area and significant

exterior glazing to provide an open, natural light environment. Gasoline and diesel fuel tanks and


2

refueling stations will be located on site to service the MassDOT District 3 fleet. District 3 currently

employs 280 full time personnel, approximately 160 of these personnel from the Construction and

Maintenance Sections are stationed off site in job trailers/offices or depot stations at any given point

in time.

In accordance with MassDOT GreenDOT initiatives the new facility will likely be designed to LEED Gold or Net Zero Energy Building standards. These standards will be met through deliberate architecture and materials as well as multiple forms of renewable energy such as solar PV, geothermal, and possibly wind. The new D‐3 HQ will be built into a hillside with an approximate slope of 8% to 10%. The building site is 2 ½ acres more or less with approximately 1 acre currently being forested and the remainder being field. The upper parking lot will serve as the main employee parking with 145 spaces +/‐. The lower parking lots by the garage and testing laboratory will provide forty (40) parking spaces. Due to shallow ledge, 3 to 10 feet below the surface, throughout the site approximately 16,000 to 20,000 cubic yards of ledge are anticipated for removal. A concrete wall against the removed ledge face, approximately 40’ in height and running approximately 185’ more or less in the length, will form the foundation wall for the first floor on the upper portion of the building.

ARTICLE 2 RESPONSIBILITIES OF OWNER'S PROJECT MANAGER

2.1 Overview. The OPM will be responsible for providing to the Owner all project services necessary in connection with the planning, design, construction and commissioning of the Projects, as such services may be modified during the term of this Agreement.

2.2 Performance of Services. In the performance of its obligations hereunder, the OPM accepts the relationship of trust and confidence established between it and the Owner by this Agreement. The OPM covenants with the Owner to furnish its best professional skill, judgment and attention consistent with the applicable professional standard of care to further and protect the interests of the Owner with regard to the Projects. The OPM agrees to furnish efficient engineering review and advice, business administration, and superintendence when rendering its services under this Agreement and to use its best efforts to ensure that the Projects are completed in the most expeditious and economical manner possible consistent with the interests of the Owner.

2.3 OPM Staffing. The OPM shall render all required services for the Project for the full duration of the Projects with the staff, and consultants if any, set forth in Exhibit A, which is attached hereto, incorporated herein by reference and made a part of this Agreement. All services shall be performed by qualified, experienced, and duly licensed employees of the OPM, or the OPM's consultants, provided, however, that the employment by the OPM of consultants other than those identified in Exhibit A for any portion of the Scope of Services shall be subject to the prior written approval of the Owner. The Owner shall have the right to require the OPM to remove any employee or consultant from the Project for reasonable cause. The Owner will require a separate, dedicated employees or groups to each individual project during construction phase services.

ARTICLE 3 RELATIONSHIPS OF THE PARTIES

3.1 Independent Contractor. The OPM shall act as an independent contractor of the Owner in providing the services required under this Agreement.


3

3.2 Authority of the OPM. The OPM shall report to the Owner's project representative identified in Article 6.5

hereof. The OPM shall act as agent for the Owner only to the extent specifically authorized by this Agreement. The OPM shall not have authority to bind the Owner or to enter into any agreements on behalf of the Owner except to the extent that it is specifically authorized to do so by the terms of this Agreement, or as the Owner may otherwise expressly authorize in writing.

3.3 Qualifications. The OPM warrants and represents to the Owner that it has fully, completely and truthfully represented the qualifications and skills of the OPM, its consultants, agents, servants and employees in the proposal submitted to the Owner by the OPM, and in all other communications with the Owner relative to this Agreement and the services to be performed hereunder, and that it shall continue to do so throughout the term of this Agreement.

3.4 Responsibility for Performance of Design and Construction. The OPM shall coordinate the work of the designers, contractors, independent engineers and commissioning agents and other consultants engaged by the Owner in connection with the Projects. Nothing in this Agreement shall be construed as an assumption by the OPM of the responsibilities or duties of the designer, contractor, and independent engineer, commissioning agent or such other consultant for the Projects. The OPM's services for the Projects shall be rendered compatibly and in coordination with the services provided by the contractor and designer. It is not intended that the services of the OPM and designer be competitive or duplicative, but rather complementary. The OPM shall be entitled to rely upon the designer and contractor for the proper performance of their obligations pursuant to their respective contracts with the Owner with the exception the OPM’s responsibilities in performing Quality Assurance reviews. As used in this Agreement, the word "contractor" shall include the construction manager as appropriate to the Project. The OPM or OPM’s Consultants will provide a peer review/ QA reviews of design and construction submissions for the subject project and advise the Owner on potential areas of conflict as well as errors and/or omissions in the submittals.

ARTICLE 4 SCOPE OF SERVICES

4.1 General. The OPM shall be responsible for and shall provide the services hereinafter described in connection with the Projects (the "Scope of Services"). The OPM shall provide advice and counsel with respect to planning, utilization of building information modeling (“BIM”), lean construction concepts and integrated project delivery techniques for the Projects, and consistent with the mode of procurement selected for the Projects, advice and counsel with respect to design, value engineering, scope of the work, cost estimating, pre‐qualification of designers, general contractors, construction managers, independent engineers and commissioning agents, trade contractors and subcontractors and any other consultants engaged by the Owner for the Projects, and the selection, negotiation with and oversight of designers, general contractors and construction managers, trade contractors and subcontractors as appropriate to the procurement method utilized by the Owner, independent engineers and commissioning agents and any other consultants engaged by the Owner for the Projects, scheduling, ensuring the preparation of construction schedules which shall serve as control standards for monitoring performance of the Projects, and assisting in Projects evaluation including, but not limited to, written evaluations of the performance of the design professionals, contractors; and subcontractors;


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4.2. All Phases. Throughout all phases of the Projects, the OPM shall provide the following services for each project (“Project”):

4.2.1 Project Meetings. The OPM shall develop a comprehensive Project meeting schedule, review agendas for the meetings and facilitate distribution of the agendas, attend all meetings, and review and facilitate distribution of meeting minutes to all participants.

4.2.2 Project Schedule. The OPM shall prepare for the Owner a Project schedule which shall serve as the control standard for monitoring performance on the Project, and shall maintain and monitor such Project schedule incorporating the pre‐design, design, preconstruction, construction, commissioning, and close‐

out/turnover activities of the Project; incorporate schedules prepared by the designer and the contractor into the Project schedule as they become available; with input from the designer and the contractor, provide narratives to the Owner describing the status of the project schedule, deviations from the baseline schedule, and other material schedule information; review the contractor's schedule for logic, sequence and duration, and report to the Owner on same; and make recommendations to the Owner and designer to accept or reject the contractor's schedules.

4.2.3 Project Estimate/Budget. The OPM shall assist the Owner/Owners Representative in the review of the construction cost estimate provided by the designer; assist in the preparation of Owner's independent estimates, if any; provide narratives to the Owner describing the status of the construction estimate ; advise the Owner/Owners Representative on cost saving measures and/or recommendations for development of designs alternatives as a result of value engineering analysis; during construction deviations from the baseline budget, and other material budget information; and track the projected draw schedule of the contractor against the actual monthly requisitions. The OPM shall immediately report to the Owner any variances in the Project budget, including a detailed explanation as to the source of such variances and proposed reconciliation of the same. The OPM shall review the basis of cost for all EWO and make recommendations for the same including cost recovery opportunities.

4.2.4 Monitoring of Compliance with MBE/WBE and related Goals. The OPM shall monitor compliance with the Project's MBE/WBE and workforce participation goals.

4.2.5 Monthly Progress Reports. The OPM shall coordinate with the Owner’s Representative to generate monthly progress reports to the Owner and others as determined by the Owner. Such reports shall include, but not be limited to: design progress specifically the status of critical path design elements, design review and recommendations; Value Engineering recommendations; progress photographs; construction budget and schedule status including any variances to the Project budget or schedule during construction with recommendations for reconciliation of the same; a review of quality of the work; a description of any encountered or anticipated problems at the site; a detailed listing of proposed and pending change orders along with recommendations regarding approval of the same; a detailed listing of potential and actual claims and disputes along with recommendations and strategies for resolution of the same; current and cumulative Project detail regarding the tracking and participation of women and minorities and women‐ owned and minority‐owned firms, and the level of participation of union and open shop companies in the Project. The OPM shall also submit monthly reports tracking its actual monthly and cumulative man hours and fee with comparison to its projected man hours and fee. Such monthly reports shall be submitted by the OPM within five (5) business days of the end of the prior month, unless otherwise approved by the Owner.


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4.2.6 Daily Log. During construction, the OPM shall maintain a daily log showing work accomplished, number of workers present, contractors and subcontractors onsite, nature of the work performed, weather conditions, visitors to the site, oral instructions and interpretations given, problems encountered and issues raised, and other pertinent information; and distribute copies to the Owner, designer, and contractor.

4.2.7 Claims and Disputes. The OPM shall advise and assist the Owner with respect to the avoidance and resolution of field problems, claims, and disputes.

4.2.8 Project Records. The OPM shall maintain comprehensive Project records throughout the course of the Project, including all correspondence, contracts, drawings, specifications and other Contract Documents, addenda, change orders and other contract modifications, written interpretations, an inventory of ASls, shop drawings, product data, samples, submittals, and maintenance and operating manuals. Such records shall be available to the Owner, and the OPM shall ensure that such records are delivered to the Owner or

its designee for each specific type of record at the completion of the Project. The OPM shall be expected to maintain Project records in hard‐copy or electronic form, as appropriate.

4.2.9 Clerk of the Works. Unless the Owner shall otherwise specify in writing, the OPM shall provide a clerk of the works ("Clerk of the Works") to be stationed on the Project site on a full time basis during active construction activities for field inspection as referred to in 4.3.13. Two separate “Clerks of the Works” will be required to check each of the individual projects listed.

4.2.10 Coordination. The OPM shall communicate logistical design and construction issues to MassDOT personnel. Communications and coordination with abutters, government agencies, and other affected parties regarding such issues will typically be managed by the Owners Representative at the District level however the OPM may be directed to contact abutters, government agencies and other affected parties. The OPM shall attend all meetings with MassDOT regarding the Project and shall assist the Owners Representative as needed in the exchange of all required information and documentation between affected parties and MassDOT.

4.2.11 Contractor Operations. The OPM shall monitor/oversee the contractor’s work to ensure that all construction work is performed in conformance with the terms and conditions of the Contract Documents.

4.2.12 Commissioning. The OPM shall work with the commissioning agent to ensure that all commissioning work is performed in conformance with rules and regulations and so as not to interfere with MassDOTor DCR operations.

4.3. Design & Construction Support Services.

4.3.1 Design Review. The OPM shall provide a QA/Peer review of design drawings and specifications for each major submission and for special submissions as directed by the Owner. Design reviews should include constructability analyses, evaluations of construction technology and methodology; and construction details related to building trades for compliance with current trade standards. The OPM's design review shall be performed by individuals qualified to perform review of architectural, structural, mechanical‐electrical‐plumbing ("MEP"), and fire protection disciplines as well as other appropriate or pertinent building trades. Such design review shall include OPM's provision of written comments regarding constructability, coordination, and compliance with applicable laws, including any requirements of M.G.L. c


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149 and 149A, particularly as they pertain to filed sub‐bids and "Trade" bids, as applicable.

4.3.3 Preliminary Investigations. The OPM shall assist the Owner, if needed, in determining the need for and the implementation of site evaluation and testing including, but not necessarily limited to, site surveys, wetlands evaluation, environmental evaluations, hazardous materials evaluation, subsurface testing (percolation tests, test pits, borings, etc.), destructive testing and other investigative work in the case of renovation projects. The determination that any additional services or testing needs to be performed shall rest with the Owner.

4.3.4 Design Contract Oversight. The OPM shall work with the Owner’s Representative to monitor the status of the designer contract focusing on critical path elements, including monitoring the schedule of the designer, provide review and comment of designer's work product and make recommendations to the Owner to improve the quality , cost, and schedule of the project if possible.

4.3.5 Value Engineering. The OPM shall collaborate with the Owner’s Representative to determine the necessity and level of value engineering to be applied to the Projects, and develop value engineering alternatives acceptable by the Owner. The Owner’s Representative will track all implemented value engineering items through disposition, including incorporation into the Contract Documents by the designer.

4.3.6 Insurance. The OPM shall monitor all insurance coverage requirements for the Projects’ participants; and obtain and log all necessary certificates of insurance and advise Owner of any discrepancies.

4.3.7 Prevailing Wage. The OPM shall maintain and monitor records of compliance with the Massachusetts Prevailing Wage Law; and initiate follow‐up actions with contractors as required.

4.3.8 Quality of the Work. The OPM shall continuously monitor construction work so as to assist the designer in determining, in general, that the work is being performed in accordance with the requirements of the Contract Documents; endeavor to guard the Owner against defects and deficiencies in the work; and, as appropriate, make recommendations to the Owner and the designer regarding special inspections or testing.

4.3.9 Safety. The OPM shall review safety programs developed by the contractor for the Projects; and notify the Owner and contractor of any observed deviations from the safety program or special conditions requiring additional attention.

4.3.10 Changes and Claims. The OPM shall work with the Owner/Owner’s Representative and the designer to review all proposed change orders and pending or potential claims and make recommendations to the Owner regarding same. All changes and resolution of claims shall be subject to the final written approval by the Owner. The OPM shall prepare and process all documentation relating to change orders and resolution of claims for Owner's written approval and shall coordinate with the designer in connection with any required modifications to the Contract Documents. The OPM shall maintain a document control system for logging and tracking change orders, claims, and disputes to resolution.

4.3.11 Applications for Payment. In coordination with the Owner and the designer, the OPM shall develop, implement, and coordinate a procedure for the processing of contractor's applications for payment. The OPM shall review all applications for payments, requisitions and invoices relating to the Project as submitted by the designer, contractor, equipment vendors, and all other prime contractors and suppliers


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and‐make recommendations to the Owner relative to amounts due. Review efforts will be coordinated with MassDOT resident engineer reviews when applicable. 4.3.12 Submittals. The OPM shall monitor the designer's review of shop drawings, samples and other submittals, coordinate and expedite approval process where necessary, and ensure that the designer and contractor properly maintains appropriate logs of all submittals.

4.3.13 Inspection of Construction. The requirements to monitor construction work and/or to review safety programs developed by others and to observe safety program deviations as well as any notification obligations as set forth in Paragraphs 3.8 and 3.9, above, shall not constitute an obligation or responsibility of the OPM to supervise, direct, or have control over the means and methods used to furnish the construction work, or warrant the quality of the work and or the safety of its performance, which authority the OPM shall not have, nor will it give rise to any obligation of the OPM to the contractor, trade contractors, subcontractors or their employees, or the public, with respect to the proper implementation of Project safety practices, precautions and programs by the contractor, trade contractors, or subcontractors on the Project. The inspection shall additionally include but is in no way limited to the following: Meet, verify identification and accompany any inspectors from local, state or federal agencies having jurisdiction over the project. Observe and report materials delivered to the site and used by the contractors to ensure the materials used are those specified or approved substitutes and that materials are in good condition and free of defects. Monitor proper storage of materials and recommend material replacement due to improper storage. Notify and record any work that is substandard or not in accordance with the contract documents.

4.3.14 Close‐Out. The OPM shall assist the designer and in some cases MassDOT Construction personnel in inspections and development of punch list items, monitor punch list completion, and completion of commissioning activities; review all Project close‐out documentation, including as‐built drawings, required for the Projects close‐out to insure compliance with the contract requirements; with∙ the designer and MassDOT’s maintenance personnel, observe the contractor's checkout of utilities, operational systems and equipment for readiness and assist in their initial start‐up and testing; schedule and observe training programs on all building equipment and systems; and oversee transfer to the Owner of guarantees, warranties, as built drawings, keys, manuals, etc. and other close‐out requirements.

4.3.15 Project Completion. The OPM shall monitor the activities and responsibilities of the designer and the contractor in the close‐out and commissioning of the Projects; and assist in securing and reviewing and recommending approval of all Project completion forms and documentation necessary for occupancy and full operation of the facility including, but not necessarily limited to, inspection certificates of local building authorities, certificate of substantial completion, certificate of final completion, occupancy permit, shop drawings, as‐built drawings, operations and maintenance manuals, warranties, guarantees and any and all documentation as required by the contract documents and MassDOT.

4.4. Procurement Support Services. 4.4.1 General. The OPM shall assist the Owner with all activities required to procure construction services for the Project whether such services are procured pursuant to M.G.L. c. 149 § 44A through 44H; M.G.L. c.

149A, § 1‐13; M.G.L. c. 30; or such other methods as may be authorized by law, and the services of all


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designers, independent engineers, commissioning agents, and any other consultants to be engaged directly by the Owner, including but not limited to the services identified in this Section 4.4

4.4.3 Long Lead Items. During the Design phase the OPM shall identify long lead time items and early purchase and delivery of equipment that would benefit the Projects cost or schedule

4.4.4 Procurement Materials. The OPM shall assist in the preparation of and coordinate the issuance and distribution of all bidding and procurement materials when requested.

4.4.5 Pre‐Bid Meetings and Activities. The OPM shall support the Owner/ designer in pre‐bid meetings assist the Owner/designer, as requested, with responses to questions from prospective bidders, and coordinate and issuance of clarifications and addenda.

4.4.6 Trade Contractors. As appropriate to the procurement method selected, the OPM shall identify potential trade contractors, assist in trade contractor pre‐qualification, advise as to the acceptability of trade contractors, including their capability, work load, management, scheduling techniques, manpower and project commitment. The selection of Trade Contractors shall be subject to the approval of the Owner.

4.4.7 Bid Review and Analysis. In cooperation with the designer and the Owner, the OPM shall review all bids with respect to responsiveness, bidder eligibility, completeness, accuracy and analyze bid prices, including preparation of bid comparison sheets, and advise the Owner as to trade jurisdictions and trade contractor bidding.

4.4.8 Bidder Evaluation. As required by the type of procurement used for the Projects, the OPM shall assist in the evaluation of bidders.

4.4.9 Bid Analysis. In cooperation with the designer, the OPM shall analyze bids received from trade contractors, including preparation of bid comparison sheets, and advise the Owner as to trade jurisdictions and trade contractor bidding.

4.4.11 Owner Purchased Materials. If deemed beneficial to the projects through the value engineering assessment and if determined to be possible the OPM shall make recommendations for Owner‐purchased materials such as furniture and equipment, etc.

4.5 Customary Services. The OPM shall provide all services customarily performed as part of project management in cooperation with the Owner’s Representative for projects of similar type, scope and complexity in order to appropriately manage and complete, in a timely and cost effective manner, a high quality capital project.

4.6 Other Duties. The OPM shall provide any other duties and responsibilities as may from time to time be requested by the Owner.

4.7 Limitations of Authority. Notwithstanding the foregoing, the OPM shall not have authority to and shall not:

a) Authorize deviations from the requirements of the Contract Documents; b) Approve substitute materials or equipment not otherwise permitted by the Contract Documents: c) Authorize use of proprietary specifications in connection with the Projects; d) Sign change orders without the express written approval of the Owner


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e) Personally conduct or participate in tests or third party inspections, except as authorized in writing by the Owner; f) Assume any of the responsibilities of the designer, contractor, trade contractors, or subcontractors in connection with the Projects, or bind the Owner except as specifically authorized in this Agreement; g) Issue any Certificate for Payment or Certificate of Substantial or Final Completion h) Order the contractor to stop the work or any portion thereof, except in an emergency or as otherwise authorized by the Owner; or i) Otherwise act outside the scope of its authority under this Agreement.

ARTICLE 5 TIME OF PERFORMANCE

5.1 Projects Schedules. The OPM shall commence performance of the Scope of Services for the Projects upon the issuance of a written notice to proceed from the Owner and shall perform its services in accordance with the Projects Schedules set forth in Exhibit B, which is attached hereto, incorporated herein by reference and made a part of this Agreement, which Project Schedule may be amended by the Owner at any time and for any reason. The Projects Schedules shall incorporate all of the Projects milestones and in the event that a Project milestone is not met, the OPM shall propose a recovery schedule to mitigate cost and schedule impacts to the Project and the Project Schedule. All services performed by the OPM prior to the date of execution of this Agreement in connection with the Project shall be subject to and deemed to have been performed pursuant to the terms and conditions of this Agreement. The OPM shall perform its services expeditiously and continuously from commencement through completion of construction, closeout and commissioning of all aspects of the Project. 5.2 Time is of the Essence. Time is of the essence of this Agreement and the Project including each of the Projects milestones. Without limitation of the OPM's general obligations under this Agreement, the OPM agrees to adhere to the Project Schedule set forth in Exhibit B as it may be amended by the Owner from time to time.

ARTICLE 6 OWNER'S RESPONSIBILITIES

6.1 Owner's Information. The Owner shall provide information to the OPM regarding requirements for the Projects, including a program, to the extent available, which shall set forth the Owner's objectives, schedule, constraints and criteria, which objectives, schedule, constraints and criteria are subject to modification by the Owner at any time. The Owner shall also furnish to the OPM, to the extent available, existing surveys of the Projects sites, building plans, borings, test pits, structural, mechanical, chemical or other test data, tests for air and water pollution and for hazardous materials, photographs and utility information. The OPM shall thoroughly review all documents and information provided by the Owner and promptly advise the Owner in writing of any inadequacies in the information supplied.

6.2∙ Oversight and Monitoring. The Owner/Owner’s Representative shall endeavor to oversee and monitor generally the performance of the OPM to ensure that the OPM performs its obligations in a satisfactory manner in conformance with the terms and conditions of this Agreement.

6.3 Payment. The Owner shall compensate the OPM for satisfactory performance of the Scope of Services required hereunder pursuant to the terms and conditions set forth in this Agreement. If the services rendered by the OPM are unsatisfactory to the Owner, the OPM shall, at the sole discretion of the Owner and at no cost


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to the Owner, render the unsatisfactory services again until satisfactory to the Owner or the Owner may withhold payment, or offset other monies due to the OPM, for said unsatisfactory services. 6.4 Compliance with Other Contracts. The Owner shall be responsible for requiring the designer, the contractor and any other consultant engaged directly by the Owner for the Projects to comply with their respective contractual obligations to the Owner and to cooperate and coordinate their services with the OPM. The OPM shall be a parallel point of contact along with the Owner/Owner’s Representative for the design engineer and the primary point of contact for the contractor during construction. 6.5 Owner's Representative. The Owner hereby designates each of its Administrator of Highway Division, Thomas Tinlin, its Director of Construction, Michael McGrath, and its District 3 Highway Director or his designee as its sole authorized representatives for the purposes of this Agreement. The Owner's authorized representative shall render decisions in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the OPM's services.

ARTICLE 7 COMPENSATION AND PAYMENT

7.1 Compensation for Scope of Services. FOR SCOPE OF SERVICES, as described in Article 4, the OPM shall be compensated for the Projects on the basis of the hourly rates set forth in Exhibit C, which is attached hereto, incorporated herein by reference and made a part of this Agreement, for the services duly performed in accordance with this Agreement, and payment of which shall be the Owner's maximum obligation to the OPM

hereunder with respect to the Projects. Such hourly rates shall include the OPM's Direct Personnel Expenses (as defined in Section 7.2), overhead, profit, the costs of all travel, telephone and fax correspondence, postage and deliveries, and insurance, and all other expenses of the OPM (except for those expenses defined as Reimbursable Expenses in Article 8 of this Agreement). Such compensation shall compensate the OPM for all of the OPM's obligations specified in this Agreement except as otherwise' specifically provided herein.

Based on the OPM's evaluation of the Scope of Services to be performed under this Agreement and the planned duration of the Projects, the total fee anticipated to be paid by the Owner to the OPM for the Basic Scope of Services (inclusive of the cost of sub‐consultants) for the Project shall be _($ ) (the "Estimated Fee"), which amount shall be allocated to the services to be performed in each phase of the Project and before each Project Milestone.

If, at any time, the OPM anticipates that either (a) the total Estimated Fee, or (b) that portion of the Estimated Fee allocated to any phase or Project Milestone, will or may be exceeded, the OPM shall promptly notify the Owner in writing, setting forth in reasonable detail the reasons for such overrun and the proposed increase to the Estimated Fee and revised Project Milestone allocation. If and only to the extent approved by the Owner in writing, the Estimated Fee and Project Milestone allocations shall be modified.

7.2 Direct Personnel Expenses. Direct Personnel Expense of the OPM (or any of its consultants) is defined as the direct salaries of the personnel of the OPM (or any of its consultants) engaged on the Projects and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. The OPM warrants and represents that the hourly billing rates set forth in Exhibit C, as they may be modified from time to time in accordance with the provisions of Section 7.8, include all Direct Personnel Expenses.


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7.3 Applications for Payment. The OPM shall submit separate monthly invoices for the Projects, no later than the 10th calendar day of the month, which invoices shall be in form, substance, and detail acceptable to the Owner. The OPM's invoices shall include a detailed description of the services performed for the period for which payment is requested. The OPM shall submit with each invoice a detailed progress report in such form and detail and with such supporting data as the Owner may reasonably require, including a statement explaining any substantial variation from the OPM's anticipated effort, staffing plan, and costs.

7.4 Payment Due Date. Payments for proper and satisfactory performance of the Scope of Services, as approved by the Owner, shall be made no more frequently than monthly. Payment of the OPM's invoices shall be due within forty‐five (45) days after the Owner receives a complete and accurate invoice. In no event shall the Owner be liable for interest, penalties, expenses or attorney’s fees. No payment made hereunder shall constitute or be construed as final acceptance or approval of any part of the services to which such payment relates or relieve the OPM of any of its obligations under this Agreement with respect thereto.

7.5 Entitlement to Additional Compensation. The OPM acknowledges and agrees that it shall not be entitled to any additional compensation for its work on the Project based solely upon either: (1) any increases in the construction cost of the Projects without any corresponding increase in the Scope of Services requested or required of the OPM, which increase must be documented in an amendment to this Agreement executed by both parties hereto; or (2) any increases in the OPM's personnel, office, or general business expenses.

7.6 Compensation for Additional Services of the OPM. For additional services performed by the OPM, which are agreed upon in advance in writing by the parties, compensation shall be computed on the basis of the billing rates set forth in Exhibit C, subject to the provisions of Section 7.8 hereof.

7.7 Compensation for Additional Services of Consultants. For additional services performed by the OPM's consultants with respect to the Projects, which are agreed upon in advance in writing by the parties, the Owner shall compensate the OPM a multiple of One and One‐Tenth (1.10) times the amount billed to and paid by the OPM for such consultant's services.

7.8 Hourly Billing Rates. The OPM's hourly billing rates set forth in the Exhibit C, and those of its consultants, shall be fixed for the first eighteen (18) months after the date of the notice to proceed with services under this Agreement. Any adjustment to the approved hourly billing rates of the OPM (or any of its consultants) beyond the eighteen (18) month period following the notice to proceed to the OPM shall be subject to the express written approval by the owner and limited to the actual increase in Direct Personnel Expense to the OPM (or its consultant as applicable) over the preceding twelve (12) month period, which increase shall be documented by the OPM to the satisfaction of the Owner and subject to audit by the Owner. Owner's request for documentation of such increases shall not be construed as approval of the required written approval for adjustment.

ARTICLE 8 REIMBURSABLE EXPENSES

8.1 Reimbursable Expenses. In addition to the fees for basic and additional services, the Owner will reimburse certain project‐related expenses incurred by the OPM and the OPM's employees and consultants in the connection with the Projects. Such reimbursement shall be limited to the expenditures described in this Section; which are documented by appropriate invoices and supporting receipts submitted no later than forty‐five (45)


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days after they are incurred (hereinafter "Reimbursable Expenses").

8.1.1 Parking fees only for travel directly related to the Project between the OPM company office and the office of the Owner;

8.1.2 Expenses for travel outside of Massachusetts directly related to the Projects and specifically authorized in advance and in writing by the Owner, including transportation (or mileage charges at the discretion of the Owner), hotel and subsistence, to visit fabrication or manufacturing locations to identify completed, identified, and stored materials or equipment specifically designated for the Projects;

8.1.3 Reproduction of drawings, specifications, and other documents necessary to procure the services of the designer, and if requested by the Owner, the construction manager or general contractor and others, and related postage and handling charges in connection therewith; and

8.1.4 Cost of additional insurance coverage or limits subsequently required by the Owner in excess of that required in Article 10 hereof.

Under no circumstances shall the OPM be paid as a Reimbursable Expense for any costs of travel by the OPM or any of its employees or representatives between the OPM company office and the Project sites, between the homes of such employees or representatives and the Project sites, or between the OPM company office and the Owner's office.

8.2 Mark‐up on Some Reimbursable Expenses. For Reimbursable Expenses, as described in Paragraph 8.1.2, the

Owner shall pay a multiple of One and One‐Tenth (1.10) times the expenditures actually incurred by the OPM,

the OPM's employees and consultants in the interest of the Projects. For Reimbursable Expenses, as described in Paragraph 8.1.1, 8.1.3 and 8.1.4, and any other items to which the parties shall agree in advance in writing shall be paid as Reimbursable Expenses, the Owner shall pay only the amount of the expenditures actually incurred by the OPM, the OPM's employees and consultants in the interest of a Project.

ARTICLE 9 INSTRUMENTS OF SERVICE

9.1 Grant of License. The OPM hereby grants to the Owner an irrevocable royalty‐free license to use for any purpose the following items developed or made part of the services performed under this Agreement by the OPM and its consultants: all drawings, designs, specifications, photographs, images, notes, reports, analyses, studies, models, materials and other work and ideas of the OPM and its consultants related to the performance of this Agreement which are or may be covered by copyright, patent, or other intellectual property laws or as to which the OPM and its consultants may assert any rights or establish any claim under any applicable law. The OPM agrees on behalf of itself and its consultants that the Owner shall have unlimited royalty‐free rights, for the benefit of the Owner and any public entity, including, but not limited to MassDOT, to which the Owner may grant the right to share such rights, in any and all drawings, designs, specifications, photographs, images, notes, reports, analyses, studies, models, materials and other work and ideas developed in the performance of this Agreement, including the right to use the same on any other project. The OPM shall incorporate this provision by reference into all contracts with its consultants on the Project including, but not limited to, architects, engineers, estimators, designers, surveyors, planners, and photographers. The OPM and its consultants shall not be responsible for changes made in the documents without the OPM's authorization, nor for the Owner's use of the documents on building projects other than the Projects, unless this is a contract for services intended to serve as the basis for a follow‐on contract. The Owner assumes the risk resulting from any such changes made in


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the documents without the OPM's authorization, and for the Owner's use of the documents on building projects other than the Projects for which they were created if the OPM is not retained for such other projects.

ARTICLE 10 INSURANCE

10.1 Insurance. The OPM shall purchase and maintain insurance of the type and limits listed in Section 10.3 and 10.4 hereof with respect to the services to be performed under this Agreement. Notwithstanding the provisions of Sections 10.3 and 10.4, the Owner reserves the right to require the OPM to provide higher limits of the provisions insurance, including but not limited to professional liability, commercial general liability, and umbrella or excess liability insurance, as it shall determine to be appropriate in connection with the Project. Except as otherwise specifically provided in this Agreement, such insurance shall be provided at the OPM's sole cost and expense and shall be in force and effect for the full term of the Agreement or for such longer period as this Article may require. With respect to each such required insurance coverage and policy, the following shall apply:

10.2 General Insurance Requirements.

10.2.1 Certificates of Insurance. Simultaneously with its execution of the Agreement, the OPM shall deliver to the Owner three (3) original copies of a properly endorsed Certificate or Certificates of Insurance acceptable to the Owner as evidence that each of the required insurance coverages (with no less than the required limits) as hereinafter set forth have been purchased for the Projects and are in full force and effect. Certificates shall show each type of insurance, insurance company, policy number, amount of insurance, deductibles/self‐insured retentions, and policy effective and expiration dates. Throughout the period that shall at all times possess Certificates indicating current coverage. Failure by the OPM to obtain all policy renewals and to provide the respective insurance Certificates as required shall constitute just cause for termination of OPM's services under this Agreement. The Owner reserves the right to request, and upon request, the OPM agrees to furnish, a copy of each insurance policy and all endorsements thereto.

10.2.2 Additional Status. The Owner and the Commonwealth of Massachusetts will be named as additional insureds on all policies, with the exception of the Workers' Compensation and Professional Liability Policies. Additional Insured status with respect to the comprehensive general liability (CGL), automobile liability, and umbrella or excess liability policies shall be provided for the Owner and the Commonwealth with the CGL coverage under endorsements no less broad than CG 2026 (7/04 version) and CG 2037 (7/04 version), and such status shall continue through the 6‐year extended reporting period described in Section 10.3. Copies of such endorsements shall be provided to the Owner with each required Certificate of Insurance.

10.2.3 Financial Capacity. All required insurance coverages shall be placed with a company or companies licensed and qualified to do business in the Commonwealth of Massachusetts (unless agreed upon in advance in writing by the Owner) and certified by an agent licensed and qualified to do business in the Commonwealth of Massachusetts. Each insurer shall have a financial strength rating of A, VIII or better by A.M. Best, or an equivalent rating assigned by a similar rating agency acceptable to the Owner, or otherwise acceptable to the Owner.

10.2.4 Limitations on Modifications of Coverage. Cancellation, non‐renewal or material modification of any insurance required by the Agreement, whether by the insurer or the insured, shall not be valid unless written notice thereof is given to the Owner at least thirty (30) days prior to the effective date thereof, which shall be expressed in said notice. Each Certificate of Insurance shall state that the insurer will provide to the Owner at least thirty (30) days prior written notice of cancellation, nonrenewal or material modification of


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the policy.

10.2.5 Primary and Non‐Contributory. All insurance policies maintained by the OPM pursuant to the requirements of this Agreement other than professional liability insurance shall provide that the insurance, as it applies to the Owner, shall be primary, and any insurance maintained by the Owner shall be non‐ contributing.

10.2.6 Deductibles. The OPM shall be responsible for the payment of any and all deductibles under all of the insurance required herein, and the Owner shall not be responsible for the payment of any deductibles, self‐insured retentions or any portion thereof.

10.2.7 No Limitation of Liability. Insufficient insurance shall not release the OPM from any liability for breach of its obligations under this Agreement. Without limitation, the OPM shall bear the risk of any loss not covered by the insurance policies that it maintains.

10.3 Professional Liability Insurance. The OPM shall purchase and maintain at its sole cost and expense during the term of this Agreement and the extended reporting period as hereinafter provided professional liability insurance in the minimum amount of Two Million Dollars ($2,000,000.00), covering errors and omissions and negligent acts of the OPM, and of any person or entity for whose performance the OPM is legally liable, arising out of the performance of this Agreement. Unless the OPM is specifically required to provide project specific effective date of this Agreement, and an extended reporting period of at least six (6) years after the earlier of: (1) the date of official acceptance of the completed Projects by the Owner; (2) the date of the opening of the Projects to public use; (3) the date of acceptance by the Construction Manager of final payment under the Construction Contract; or (4) the date of final completion of the Projects and the taking of possession of the Projects for occupancy by the Owner. Throughout the term of this Agreement and the entire extended reporting period, the OPM shall provide renewal certificates of professional liability insurance to the Owner as evidence that this coverage is being maintained.

10.4 Liability Insurance. The OPM shall purchase and maintain at its sole cost and expense during the term of this Agreement the following insurance:

(a) Workers' Compensation Insurance as required Under the Massachusetts Workers' Compensation Reform Act (M.G.L. Chapter 152), as amended, with Employers' Liability limits of One Million Dollars ($1,000,000.00) each accident/each employee/policy limit. Such policy shall be endorsed with a waiver of subrogation in favor of the Owner, and the Commonwealth of Massachusetts. The OPM's employees, servants and agents shall be deemed not to be the Owner's employees for either worker's compensation or unemployment insurance purposes.

(b) Commercial General Liability Insurance, with a minimum limit of $1 ,000,000 each occurrence, and minimum General Aggregate Limit on a per project basis of $2,000,000. The CGL insurance shall include coverage for death, bodily injury, property damage and personal injury, including coverage for contractual liability on an occurrence basis. Copies of such endorsements shall be provided to the Owner with each required Certificate of Insurance. The following exclusionary endorsements may be attached to the standard CGL form: Asbestos, Nuclear Hazard, War, Employment Practices Liability, and Fungus. No other exclusionary endorsements shall be attached without the prior written consent of the Owner,


15

which consent the Owner shall have no obligation to provide. (c) Notwithstanding the foregoing provision regarding permitted exclusionary endorsements for the OPM's CGL coverage, any consultant engaged by the OPM to undertake work for the Projects with respect to hazardous materials shall be required to maintain insurance commercial general liability insurance and umbrella or excess liability insurance of the same type and the same limits as the OPM, and the CGL coverage for any such consultant may not include any exclusion for asbestos, fungus, pollution, or any other hazardous condition, and in any event, the Owner shall determine on an individual basis which exclusions are acceptable for each such consultant.

(d) Automobile Liability Insurance commercial automobile insurance for owned, non‐owned, leased hired and rented vehicles with a combined single limit and aggregate of $1,000,000 per accident for bodily injury and property damage.

(e) Umbrella or Excess Liability Insurance covering over the COL, the Automobile Liability, and the Employers' Liability coverages in an amount not less than Five Million Dollars ($5,000,000).

(f) Valuable Papers insurance in an amount sufficient to assure the restoration of any plans, drawings,

computations, field notes, or other similar data relating to the work covered by this Agreement in the event of loss or destruction while in the custody of the OPM until the final fee payment is made or all data is turned over to the Owner, and this coverage shall include coverage for relevant electronic media including, but not limited to, documents stored in computer aided design drafting (CADD) systems and building information models (BIM) maintained by the OPM.

ARTICLE 11 INDEMNIFICATION

11.1 Indemnification by OPM. The OPM shall indemnify and hold harmless the Owner and the Commonwealth, and all of their members, trustees, officers, employees, agents and representatives, from and against any and all claims, demands, losses, damages, injuries, liabilities, actions, causes of actions, costs and expenses (including reasonable attorneys' fees) to the extent caused by the OPM's breach of this Agreement or the negligence, omission or neglect of the OPM or any of the OPM's agents, consultants, or employees. In addition, to the fullest extent permitted by law, the OPM shall indemnify and hold harmless the Owner and the Commonwealth and all of their members, trustees, officers, employees, agents and representatives from and against all suits, claims of liability for or on account of any injuries to persons or damage to property to the extent that the same are the result of the negligence or fault of the OPM in the performance of services covered by this Agreement and/or failure to comply with the terms and conditions of this Agreement, whether by the OPM or the OPM's employees, agents, or consultants.

ARTICLE 12 DISPUTE RESOLUTION

12.1 Governing Law and Venue. All claims and disputes between the parties to this Agreement arising out of or relating to this Agreement or the Projects, whether in contract, tort, or otherwise, shall be submitted for resolution to a Court of competent jurisdiction in Suffolk County, Massachusetts, unless otherwise agreed by the parties, and shall be governed by the laws of the Commonwealth of Massachusetts.

12.2 Limitation on Commencement of Legal Actions. No litigation shall be brought, however, until the


16

completion of all services required to be rendered by the OPM under this Agreement or the earlier termination of this Agreement pursuant to its terms, unless continued deferral of filing such action would result in such claim, dispute, or other matter in question being barred by applicable statutes of limitations or repose. In no event shall the OPM suspend or delay the performance of its services, including its consultants' services, under this Agreement due to the existence of pending claims or disputes between the Owner and the OPM.

12.3 Mediation. Prior to the commencement of litigation of any claim, dispute, or any other matter arising out of this Agreement or the Projects, the Owner and the OPM shall, at the Owner's option, mediate any such claim, dispute, or other controversy as a condition precedent to litigation. A request for mediation shall be made in writing and delivered to the other patty no less than sixty (60) days before the commencement of litigation. Should either party fail or refuse to participate in mediation in good faith within a reasonable time after the other party's request for mediation, the participating party shall not be barred from proceeding with litigation. The parties shall share equally the mediator's fees and filing fees, if any. The mediation shall be held in Boston, Massachusetts unless the parties mutually agree in writing to another location. Any settlement agreements reached in mediation shall be enforceable in any Court having jurisdiction thereof.

ARTICLE 13 TERMINATION, SUSPENSION OR ABANDONMENT

13.1 Termination by Either Party. This Agreement may be terminated by either party upon not less than fourteen (14) days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the patty initiating the termination. Failure of the Owner to make payments to the OPM in accordance with the terms of this Agreement shall be considered substantial nonperformance and cause for termination.

13.2 Suspension by Owner. If the Project is suspended by the Owner for more than ninety (90) consecutive days, the OPM shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the OPM's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the OPM's services, and any estimate of Construction Cost established prior to such suspension shall be adjusted to reflect changes in the general level of prices in the construction industry, if any, during the period of such suspension.

13.3 Termination by Owner for Cause. If this Agreement is terminated due to the failure of the OPM to fulfill its contractual obligations, the Owner may assume the work and replace the OPM and/or prosecute the Projects to completion by contract with a replacement OPM or otherwise. In such case, the OPM shall be liable to the Owner for any damages incurred by the Owner thereby (including but not limited to attorneys' fees and costs) to the extent resulting from OPM's breach. These rights and remedies of the Owner are in addition to any other rights and remedies provided by law or under this Agreement. In the event of termination for cause by the Owner, no compensation shall be paid to the OPM until the completion of the Projects. Upon completion, any monies remaining due to the OPM shall be promptly paid by the Owner less the sum of Owner's damages incurred as a result of OPM's breach.

13.4 Termination by Owner for Convenience. This Agreement may also be terminated by the Owner upon seven (7) days written notice, without regard to any fault or failure to perform by any party, and solely for the Owner's convenience. In the event of such termination, the OPM shall be compensated for services performed in accordance with the terms and conditions of the Agreement prior to termination including any Reimbursable


17

Expenses then due and the Owner shall have no further liability for compensation, expenses, or fees to the OPM hereunder, except as set forth under Section 13.5.

13.5 OPM's Duties Upon Termination. In the event of any termination under this Article 13, the OPM consents to the Owner's selection of another OPM of the Owner's choice to assist the Owner in any way in completing the Projects. The OPM further agrees to cooperate and provide any information and documents, regardless of physical form, requested by the Owner in connection with the completion of the Projects and consents to and authorizes the making of any changes to any documents provided to the Owner by the OPM, which the Owner may desire; and the Owner agrees that, in such circumstances, the OPM shall not be responsible to it for any claims, suits, or damages of any nature arising from such changes. Any services provided by the OPM which are requested by the Owner after termination shall be compensated by the Owner as if such services were additional services and shall be compensated in accordance with Section 7.7.

ARTICLE 14 MISCELLANEOUS PROVISIONS

14.1 Severability. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified only to the extent necessary to preserve the original intentions of the parties, and the validity or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14.2 Assignment. The Owner and the OPM, respectively, bind themselves, their agents, partners, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the OPM shall assign this Agreement without the prior written consent of the other, except that MassDOT may transfer and assign its interests in the Projects, this Contract and any other contract document to any other public agency or public entity as permitted by law, provided that the successor or assignee has assumed all of MassDOT’s obligations, duties and liabilities under the contract document then in effect, and has provided the OPM with reasonable assurance of its legal and financial authority to honor and perform the same.

14.3 Construction of Agreement. The section headings, captions, or other titles contained within this Agreement are for reference and convenience only, and are not to be construed in any way as a part of this Agreement in the event of any suits and actions with respect to this Agreement and enforcement of its terms.

14.4 No Intended Third Party Beneficiaries. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or the OPM.

14.5 Owner's Information Confidential. The OPM shall keep the information of the Owner relating to the Project strictly confidential and shall not disclose it to any third party except to: (1) its employees working on the Projects, (2) those who need to know the content of such information in order to perform services or construction solely and exclusively for the Projects, or (3) its consultants and contractors whose contracts include similar restrictions on the use of the Owner's information. The OPM shall not make any disclosure to any third party of the information of the Owner relating to the Projects unless the OPM is compelled to do so by order of a court of competent jurisdiction.

14.6 Applicable Laws. The OPM shall perform the services required under this Agreement in conformity with all Applicable Laws in effect at the time of the completion of the Construction Documents for the Project. The cost of such compliance shall be included in the OPM's Basic Compensation.


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14.7 Public Construction. The OPM shall thoroughly acquaint its employees and consultants with all provisions of the Massachusetts General Laws governing the conduct of public construction projects, including, but not limited to, M.G.L. c. 30, and 149, and 149A, including, without limitation, M.G.L. c. 30, § 39M, which sets forth requirements for the description of material specifications and proprietary items in construction bid documents.

14.8 Waiver of Claims. The Owner's review, approval, acceptance of, or payment for, any of the services furnished by the OPM shall not be construed as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of his Agreement. The Owner's approval shall not in any way relieve the OPM from its responsibility for the professional and technical accuracy and coordination of all data, designs, drawings, specifications, cost estimates and other work or materials furnished by the OPM or its consultants.

14.9 No Gifts or Other Inducements. By execution of this Agreement, the OPM hereby certifies under the penalties of perjury that the OPM has not given, offered or agreed to give any person, corporation, or other entity any gift, contribution or offer of employment as an inducement for, or in connection with, the award of this contract; no consultant to or subcontractor for the OPM has given, offered or agreed to give any gift, contribution or offer of employment to the OPM, or to any other person, corporation, or entity as an inducement for, or in connection with, the award to the consultant or subcontractor of a contract by the OPM; and no person, corporation or other entity, other than a bona fide full‐time employee of the OPM has been retained or hired by the OPM to solicit for or in any way assist the OPM in obtaining this contract for services upon a contract or understanding that such person, corporation or other entity be paid a fee or other consideration contingent upon the award of this contract to the OPM.

14.10 Corrections by Owner. The OPM shall furnish appropriate competent professional services for each of the phases of the Projects to the point where detail checking or reviewing by the Owner is not necessary. Any changes, corrections, additions, or deletions made by the Owner shall be incorporated into the Projects by the OPM unless specific written objections thereto are made by the OPM. The decision of the Owner shall be final in matters pertaining to this Section, but the OPM shall not be responsible for any such decision by the Owner that is inconsistent with generally accepted standards of care provided that the OPM advised the Owner in writing of the inconsistency at the time the decision was made.

14.11 Financial Interest in Construction Work. In connection with the Scope of Services of the OPM under this Agreement, the OPM shall not employ for any purpose any person or firm that expects to be a bidder, contractor, subcontractor, or supplier for the design or construction of any Authority project or any part thereof. The OPM shall obtain from every consultant a written representation that such consultant is aware that it is prohibited from serving as a bidder, contractor, subcontractor, or supplier for the design and construction of any Authority project or any part thereof.

14.12 Entire and Integrated Agreement. This Agreement represents the entire and integrated agreement between the Owner and the OPM and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and the OPM.

14.13 Certification of Tax Compliance. The OPM hereby certifies under penalties of perjury that the OPM has complied with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting of child support, as set forth in M.G.L. c. 62C, §49A (b).


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ARTICLE 15 INTERNAL ACCOUNTING CONTROLS

15.1 Financial Books and Records. The OPM shall maintain all books, records and accounts related to the Project, as set forth in this Section 15.1, and all terms used herein shall have the same meaning as those in M.G.L. c. 30, § 39R.

15.1.1 The OPM make, and keep for at least six (6) years after final payment, books, records and accounts which in reasonable detail accurately and fairly reflect the transactions and dispositions of the OPM.

15.1.2 Until the expiration of six (6) years after final payment, the Owner shall have the right to examine any books, documents, papers or records of the OPM and of its consultants and subcontractors that directly pertain to, and involve transactions relating to, the OPM or its consultants or subcontractors.

15.1.3 The OPM shall describe any change in the method of maintaining records or recording transactions which materially affects any statements filed with the Owner, including in the OPM's description the date of the change and reasons therefore,

15.1.4 The OPM has filed a statement of management on internal accounting controls as set forth in Section 15.1.5 below prior to the execution of this Agreement.

15.1.5 The OPM shall file with the Owner a statement of management as to whether the system of internal accounting controls of the OPM and its subsidiaries reasonably assures that:

(a) transactions are executed in accordance with management's general and specific authorization; (b) transactions are recorded as necessary: (i) to permit preparation of financial statements in conformity with generally accepted accounting principles, and (ii) to maintain accountability for assets; (c) access to assets is permitted only in accordance with management's general or specific authorization; and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any difference.


EXHIBIT A

OPM PROJECT STAFF

Name Title

OPM PROJECT CONSULTANTS

Name of Entity andAuthorized Representative

Business Address Contact Information

Consultants Performing Basic Services (Included in Basic Compensation Amount)

[Type of Consultant]

Main Office Phone:

Office Phone (AR):

Email (AR):


EXHIBIT B

PROJECTS SCHEDULE AND MILESTONES

BVC Project:

Design/Bidding Through Fall 2016

Construction/Close‐Out Winter 2016 through Fall 2018

District 3 Headquarters Project:

Design/Bidding Through Fall 2016

Construction/Close‐Out Winter 2016 through Fall 2018

EXHIBIT C

HOURLY RATES OF OPM AND ITS CONSULTANTS FOR THE PROJECTS

Team Member Role Rate/Hr.

OPM PROJECT CONSULTANTS

Name of Entity Not to Exceed

Allowance

Contact Information

Consultants Performing Services Not included Basic Compensation Amount)

[Service]

Main Office Phone:

Office Phone (AR):

Email (AR):

MassDOT RFP Special Provisions to the Agreement for Owner’s Project Management Services Phase II BVC and District 3 HQ

Attachment 2

Equal Employment Opportunity and Affirmative Action Questionnaire


EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION

QUESTIONNAIRE

Firm Name:‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐

Person responsible for EEO/Affirmative Action compliance:

Name:

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ Title:‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐

Tel: ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ E‐Mail: ‐‐‐‐‐‐‐‐‐‐‐‐‐‐

1. Is the Firm a MBE? Yes No

2. Is this Firm a WBE? Yes No

3. Is this Firm a SDVOBE? Yes No

4. Firm Diversity

Type of Employee Total No. of Employees

No. of WomenEmployees

No. of MinorityEmployees*

No. of Service‐DisabledVeteran Employees

Senior Management Project Management

Other Preconstruction and

Construction Staff

Field Supervisors

Other Field Staff

Administrative Staff

Office Staff Other

*For purposes of this questionnaire, minority means a person who meets one or more of the following definitions:

American Indian or Native American: all persons having origins in any of the original peoples of

North America and who are recognized as Indian by a tribe or tribal organization.

Asian: All persons having origins in any of the original peoples of the Far East,

Southeast Asia, the Indian sub‐continent, or the Pacific Islands, including, but not limited to, China,

Japan, Korea, Samoa, India, and the Philippine Islands.

Black: All persons having origins in any of the Black racial groups of Africa, including, but not limited

to African Americans, and all persons having origins in any of the original peoples of the Cape

Verdean Islands.

Eskimo or Aleut: All persons having origins in any of the peoples of Northern Canada, Greenland,

Alaska and Eastern Siberia.

Hispanic: All persons having their origins in any of the Spanish ‐ speaking peoples of Mexico, Puerto

Rico, Cuba, Central or South America or Caribbean Islands


5. Does the firm have an affirmative action plan? Yes No If yes, include a copy.

6. Outline below what affirmative action steps the firm uses in its hiring process.

(a) Is there an equal employment opportunity statement in all the job descriptions that the firm

issues: Yes No (b) Is there an equal employment opportunity statement in the job applications that the firm

uses: Yes No (c) Describe other affirmative action steps in

hiring: _____


Attachment 3

Conflict of Interest Statement


Agreement for Owner's Project Manager Services

MASSDOT C O N F L I C T OF INTEREST STATEMENT

The respondent hereby certifies, under the penalties of perjury, that:

1) The respondent has not given, offered, or agreed to give any person (as that term is defined below), or

received, accepted, or agreed to accept from any person, any gift, contribution, offer of employment, or financial incentive of any kind as an inducement for, or in connection with, the award of the contract for services for which the respondent is applying.

2) No consultant to or subcontractor for the respondent has given, offered, or agreed to give any gift, contribution, offer of employment or financial incentive of any kind to the respondent or to any other person as an inducement for, or in connection with, the award to the consultant or subcontractor of a contract by the respondent.

3) No person, other than a bona fide full-time employee of the respondent has been retained or hired by the respondent to solicit for or in any way assist the respondent in obtaining the contract for services for which the respondent is applying, upon an agreement or understanding that such person be paid a fee or other consideration contingent upon the award of the contract to the respondent.

4) Throughout the duration of the contract, if awarded the contract, the respondent will not have any financial relationship in connection with the performance of the contract with any materials or system manufacturer, distributor or vendor.

As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity, or group of individuals. These provisions shall not apply to any stockholder of a corporation the stock of which is listed for sale to the general public with the Securities and Exchange Commission, if such stockholder holds less than ten percent of the outstanding stock entitled to vote at the annual meeting of such corporation.

The respondent further h e r e b y certifies, under the penalties for perjury, that all information provided in this proposal to provide services is true and correct.

Firm

Name of Authorized Principal (Typed or printed)

Signature of Authorized Principal

Title

Date


Attachment 4

Certificate of Non‐Collusion


MASSDOT CERTIFICATE OF NON-COLLUSION

The undersigned certifies under the penalties of perjury that this bid or proposal has been made and submitted in good faith and without collusion or fraud with other person. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity or group of individuals.

Firm



Title

Date


Attachment 5

Certificate of Tax Compliance


MASSDOT CERTIFICATE OF STATE TAX COMPLIANCE Mass. Gen. Laws, Chapter 62C, Section 49A(b)

I, in my capacity as principal of _ (Firm Name)

hereby certify that the above-named organization has complied with all laws of the Commonwealth of

Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting of

child support, as set forth in Mass. Gen. Laws, c. 62C, § 49A(b).

Signed under the pains and penalties of perjury

Firm



Title

Date


Attachment 6 Certification regarding Undocumented Workers


MASSDOT CERTIFICATION REGARDING UNDOCUMENTED

WORKERS

NAME OF FIRM:

PROJECT:

As evidenced by the signature of the Firm's Authorized Principal below, the Firm certifies under the pains and penalties of perjury that the Firm shall not knowingly use undocumented workers in connection with the performance of any contract with MassDOT; that pursuant to federal requirements, the Firm shall verify the immigration status of all workers assigned to such contracts without engaging in unlawful discrimination; and that the Firm shall not knowingly or recklessly alter, falsify, or accept altered or falsified documents from any such worker(s). The Firm understands and agrees that breach of any of these terms during the period of each contract may be regarded as a material breach, subjecting the Firm to sanctions, including, but not limited to, monetary penalties, withholding of payments, contract suspension or termination.


Date: -----------------

Name of Authorized Principal (Typed or Printed)

Title: Telephone No.: _

Email: Fax No.:


Attachment 7

Equal Employment Opportunity, Non‐Discrimination and Affirmative Action Certification


MASSDOT

EQUAL EMPLOYMENT OPPORTUNITY, NON-DISCRIMINATION AND AFFIRMATIVE ACTION CERTIFICATION

The undersigned Respondent hereby certifies, under the penalties of perjury, t h a t :

1. The Respondent will not discriminate in its employment practices;

2. The respondent will make good faith efforts to ensure MBE,WBE, SDVOBE (Service-Disabled Veteran-Owned Business Enterprise) and minority, women and service-disabled veteran employee participation in reasonable proportion to their availability in the workforce;

3. The Respondent will communicate equal employment opportunity and affirmative action

expectations to all consultants, sub-contractors, and unions involved in the Project;

4. The Respondent will provide oversight and will monitor compliance with applicable equal employment opportunity regulations and any affirmative action goals; and

5. The Respondent is in compliance with all applicable federal and state laws, rules and

regulations governing fair labor and employment practices.

Respondent Firm (Typed or printed)

Name of Authorized Principal (Typed or printed) Signature of

Authorized Principal

Title

Date


Attachment 8 Business Reference

Form


BUSINESS REFERENCE FORM

Bidder:

RFR Name/Title:

RFR Number: The bidder must provide (indicate a number) business references.

Reference name: Contact:

Address:

Phone: # ( )

Fax/Internet address:

Description and date(s) of commodities and services provided: Reference name:

Address:


Description and date(s) of commodities and services provided:

Contact:

Phone: # ( )

Reference name:

Address:


Description and date(s) of commodities and services provided:

Contact:

Phone: # ( )

References will be contacted to confirm the bidder’s abilities and qualifications as stated in the bidder’s response. The department may deem the bidder’s response unresponsive if a reference is not obtainable from a listed reference after reasonable attempts.

Sensitivity level - low


Attachment 9

Prompt Payment Discount Form

The bidder to whom MassDOT awards a contract will be required to sign the form at contract execution, if the

form is not already on file with the Office of the Comptroller.

COMMONWEALTH OF MASSACHUSETTS Prompt Pay Discount Form

(Invoice discounts for receiving fast payments)

Bidder Name: . Revised 3/9/07

Vendor Code (VCUST): . Contract/RFR Number(s): .

Prompt Payment Discounts (PPD). All contractors/vendors doing business with the Commonwealth must provide a Prompt Payment Discount (PPD) for receiving early payments unless the Contractor/vendor can provide compelling proof that providing a prompt pay discount would be unduly burdensome. Contractors benefit from PPD by increased, usable cash flow as a result of fast and efficient payments for commodities or services rendered. Contractors who agree to accept Electronic Funds Transfer (EFT) increase the prompt pay benefit by ensuring that funds are paid directly to their designated bank accounts, thus eliminating the delay of check clearance policies and traditional mail lead time. Payments processed through the state accounting system (MMARS) can be tracked and verified through the Comptroller’s Vendor Web system using the Vendor/Customer Code assigned to you by a Commonwealth department.

The Commonwealth benefits because contractors reduce the cost of products and services through the applied discount. While Bidders/Contractors have flexibility in determining the actual % discount(s) offered to the Commonwealth, the discount(s) must be identified for 10, 15, 20 and/or 30 days for payment issuance in the column entitled “% Discount Off Proposed Price” below. The Commonwealth may use the prompt pay discounts submitted as a basis for selection and may negotiate discounts as deemed in the best interest of the Commonwealth. The requirement to offer PPD discounts may be waived by the Commonwealth on a case-by-case basis if participation in the program would be unduly burdensome, provided the specific reason for the hardship is outlined below.

All discounts offered will be taken in cases where the payment issue date is within the specified number of days listed below and in accordance with the Commonwealth’s Bill Paying Policy. Payment days will be measured from the date goods are received and accepted / performance was completed OR the date an invoice is received by the Commonwealth, whichever is later to the date the payment is issued as an EFT (preferred method) or mailed by the State Treasurer. The date of payment “issue” is the date a payment is considered “paid” not the date a payment is “received” by a Contractor.

If internal Bidder/Contractor systems require an alternate method of measuring payment issue dates, the Bidder/Contractor must note the issues below or on an attached page if necessary to be considered by the PMT. In cases where the Bidder/Contractor considers that offering a Prompt Payment Discount would be a hardship, the Bidder must clearly define the issues and reasons for said hardship. Providing volume discounts or other discounts on prices is not considered a hardship, since the PPD provides the additional benefit of early cash flow for the Contractor.

Enter the Prompt Payment Discount percentage (%) off the invoice payment, for each of the payment issue dates listed, if the payment is issued within the specified Payment Issue days. For example:

5% - 10 Days 4% - 15 Days 3% - 20 Days 2% - 30 Days

If no discount is offered enter 0% Prompt Payment Discount % Payment Issue Date w/in

% 10 Days % 15 Days

% 20 Days

% 30 Days

The Contractor is unable to provide a prompt payment discount due to the following hardship:

Contractor/Bidder Authorized Signature Date:

Contractor/ Bidder Authorized Signatory Print Name and Title:

Sensitivity level – high (when filled in) low (when blank)

MassDOT RFP

Special Provisions to the Agreement for Owner’s Project Management Services

Phase II BVC and District 3 HQ

Attachment 10 Authorization for Electronic Funds Payment

This form is included for informational purposes only. The bidder to whom MassDOT awards a contract will be

required to sign the forms at contract execution (if the form is not already on file with the Office of the Comptroller).

COMMONWEALTH OF MASSACHUSETTS OFFICE OF THE COMPTROLLER Electronic Funds Transfer Sign Up Form

Request type must be checked: Initial Request Changing Existing Account Closing Account

I , hereby certify that the account/s indicated on this form is under my direct control and access; therefore, I authorize the State Treasurer as fiscal agent for the State of Massachusetts to initiate, change or cancel credit entries to that account/s as indicated on this form. For ACH debits consistent with the International ACH Transaction (IAT) rules check one:

I affirm that payments authorized hereunder are not to an account that is subject to being transferred to a foreign bank account.

I affirm that payments authorized hereunder are to an account that is subject to being transferred to a foreign bank account.

This authority is to remain in full force and effect until the Office of Comptroller has received written notification, from either me or an authorized officer of organization of the account's termination in such time and in such a manner as to afford CTR a reasonable opportunity to act upon it.

VENDOR BANK INFORMATION

Vendor Bank Name: Vendor Bank Transit Number (ABA): Vendor Bank Account Number: Account Type:

Filling out this field is a requirement for changing account number Vendor Bank Old Account Number: Account Type:

VENDOR INFORMATION

Vendor Tax Identification Number (TIN): Vendor/Business Name: Vendor Contact Name: E-mail: Telephone: Address: City:

State:

Zip:

This authorization will remain in effect until either canceled in writing or an updated form changing information is sent to the Department you currently do business with.

AUTHORIZED SIGNATURE: Print Name:

Title:

Date:

Form forwarded to Commonwealth Department: Attached voided check here:


Attachment 11 Contractor (or Consultant Contractor) Authorized Signatory

Listing

This form is included for informational purposes only. The bidder to whom MassDOT awards a contract will be required to sign the forms at contract execution (if the form is not already on file with the Office of the

Comptroller).

Issued May2004 Massachusetts Department of Transportation

CONTRACTOR AUTHORIZED SIGNATORY LISTING

CONTRACTOR LEGAL NAME: CONTRACTOR VENDOR/CUSTOMER CODE: VC

MassDOT May 2014

INSTRUCTIONS: Any Contractor (other than a sole-proprietor or an individual contractor) must provide a listing of individuals who are authorized as legal representatives of the Contractor who can sign contracts and other legally binding documents related to the contract on the Contractor’s behalf. In addition to this listing, any state department may require additional proof of authority to sign contracts on behalf of the Contractor, or proof of authenticity of signature (a notarized signature that the Department can use to verify that the signature and date that appear on the Contract or other legal document was actually made by the Contractor’s authorized signatory, and not by a representative, designee or other individual.)

NOTICE: Acceptance of any payment under a Contract or Grant shall operate as a waiver of any defense by the Contractor challenging the existence of a valid Contract due to an alleged lack of actual authority to execute the document by the signatory.

For privacy purposes DO NOT ATTACH any documentation containing personal information, such as bank account numbers, social security numbers, driver’s licenses, home addresses, social security cards or any other personally identifiable information that you do not want released as part of a public record. The Commonwealth reserves the right to publish the names and titles of authorized signatories of contractors.

AUTHORIZED SIGNATORY NAME TITLE

I certify that I am the President, Chief Executive Officer, Chief Fiscal Officer, Corporate Clerk or Legal Counsel for the Contractor and as an authorized officer of the Contractor I certify that the names of the individuals identified on this listing are current as of the date of execution below and that these individuals are authorized to sign contracts and other legally binding documents related to contracts with the Commonwealth of Massachusetts on behalf of the Contractor. I understand and agree that the Contractor has a duty to ensure that this listing is immediately updated and communicated to any state department with which the Contractor does business whenever the authorized signatories above retire, are otherwise terminated from the Contractor’s employ, have their responsibilities changed resulting in their no longer being authorized to sign contracts with the Commonwealth or whenever new signatories are designated.

Signature

Title: Telephone:

Fax: Email:

Date:

[Listing cannot be accepted without all of this information completed.] A copy of this listing must be attached to the “record copy” of a contract filed with the department.

Issued May2004 Massachusetts Department of Transportation

CONTRACTOR AUTHORIZED SIGNATORY LISTING

CONTRACTOR LEGAL NAME: CONTRACTOR VENDOR/CUSTOMER CODE: VC

MassDOT May 2014

PROOF OF AUTHENTICATION OF SIGNATURE

It is a requirement of MassDOT to obtain authentication of signatures for all signatories listed on the attached Contractor Authorized Listing

This Section MUST be completed by the Contractor Authorized Signatory in presence of notary.

Signatory's full legal name (print or type):

Title:

X Signature as it will appear on contract or other document (Complete only in presence of notary):

AUTHENTICATED BY NOTARY OR CORPORATE CLERK (PICK ONLY ONE) AS FOLLOWS:

I, (NOTARY) as a notary public certify that I witnessed the signature of the aforementioned signatory above and I verified the individual's identity on this date:

_, 20 .

My commission expires on: AFFIX NOTARY SEAL

I, (CORPORATE CLERK) certify that I witnessed the signature of the aforementioned signatory above, that I verified the individual’s identity and confirm the individual’s authority as an authorized signatory for the Contractor on this date:

_, 20 .

AFFIX CORPORATE SEAL

MassDOT RFP Special Provisions to the Agreement for Owner’s Project Management Service Phase II BVC and District 3 HQ

Attachment 12 W‐9

This form is included for informational purposes only. The bidder to whom MassDOT awards a contract will be

required to sign the forms at contract execution (if the form is not already on file with the Office of the Comptroller).

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Form W-9 (Massachusetts Substitute W-9 Form) Rev. April 2009

Request for Taxpayer Identification Number and Certification

Completed form should be given to the requesting department or the department you are currently doing business with.

Name ( List legal name, if joint names, list first & circle the name of the person whose TIN you enter in Part I-See Specific Instruction on page 2)

Business name, if different from above. (See Specific Instruction on page 2)

Check the appropriate box: Ƒ Individual/Sole proprietor Ƒ Corporation Ƒ Partnership Ƒ Other Ź-----------------------------------------------

Legal Address: number, street, and apt. or suite no. Remittance Address: if different from legal address number, street, and apt. or suite no.

City, state and ZIP code City, state and ZIP code

Phone # ( ) Fax # ( ) Email address:

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instruction on page 2. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 2.

Note: If the account is in more than one name, see the chart on page 2 for guidelines on whose number to enter.

Vendors: Dunn and Bradstreet Universal Numbering System (DUNS))

Social security number

- - OR

Employer identification number

- DUNS

Part II Certification

Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Services (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am an U.S. person (including an U.S. resident alien).

4. I am currently a Commonwealth of Massachusetts’s state employee: (check one): No Yes If yes, in compliance with the State Ethics Commission requirements.

Certification instructions: You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.

Sign Here Authorized Signature Ź Date Ź

Purpose of Form A person who is required to file an information return with the IRS must get your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to give your correct TIN to the person requesting it (the requester) and , when applicable, to:

1. Certify the TIN you are giving is correct (or you are waiting for a number to be issued).

2. Certify you are not subject to backup withholding

If you are a foreign person, use the appropriate Form W-8. See Pub 515, Withholding of Tax on Nonresident Aliens and Foreign Corporations.

What is backup withholding? Persons making certain payments to you must withhold a designated percentage, currently 28% and pay to the IRS of such payments under certain

conditions. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

If you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return, payments you receive will not be subject to backup withholding. Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester, or

2. You do not certify your TIN when required (see the Part II instructions on page 2 for details), or

3. The IRS tells the requester that you furnished an incorrect TIN, or

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the Part II instructions on page 2.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and criminal penalties.

Form MA- W-9 (Rev. April 2009)