2017 MGC Somerville Transportation Grant Contract (signed) — File 205219

2017 Community Mitigation Fund Transportation Planning Grant BD17 1068-1068C-1068L-11234 By and Between the Massachusetts Gaming Commission and the City of Somerville, Massachusetts ~"~ · ' ~'Si= 3D 2017 \ This 2017 Community Mitigation Fund Transportation Planning Grant, (the "Grant"), dated as off\\)-,_\1")~ )Q 2017 ("Effective Date") is entered into by and between the Massachusetts Gaming Commission ("Commission"), an agency of the Commonwealth of Massachusetts, and the City of Somerville, hereinafter referred to as "Grantee", in accordance with G.L. c.23K, §61 and the 2017 Community Mitigation Fund Guidelines. RECITALS WHEREAS, the Commission has been created to ensure public confidence in the integrity of the gaming licensing process and in the strict oversight of all gaming establishments through a rigorous regulatory scheme; and WHEREAS, pursuant to G.L. c. 23K, §61, the Commission shall administer a Community Mitigation Fund to assist the host community and surrounding communities in offsetting costs related to construction and operation of gaming establishments. WHEREAS, the Grantee has been identified as a surrounding community, a nearby community or a community that petitioned to be a surrounding community to a gaming licensee by the Commission as defined in G.L. c.23K, §2; and WHEREAS, the Grantee identified costs related to the construction and operation of a gaming establishment in Everett; and WHEREAS, the Grantee anticipates expending funds for planning purposes, to assist the community either to achieve future benefit from a gaming establishment in Everett or mitigate any adverse impacts; and WHEREAS, in accordance with G.L. c.23K, §61 the Commission may receive and approve requests from a municipality to offset costs related to the construction and operation of a gaming establishment; and WHEREAS, the Grantee has submitted a 2017 Community Mitigation Fund Transportation Planning Application to the Commission in accordance with G.L. c. 23K, §61 requesting disbursements to Grantee from the Community Mitigation Fund; and 7/26/17B

WHEREAS, the Commission has determined that the Grantee is eligible for the receipt of a Grant and that the Grantee has agreed to accept the funds subject to all of the terms and conditions of this Grant; and WHEREAS, the Commission has determined that there are sufficient funds available in the custody of the Commission, to make disbursements to the Grantee; and WHEREAS, the Commission has been granted the power to execute all instruments necessary or convenient for accomplishing the purposes of G.L. c.23K; and WHEREAS, the Commission has been granted the power to enter into agreements or other transactions with a person, including, but not limited to, a public entity or other governmental instrumentality or authority in connection with its powers and duties under G.L. c.23K; NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this Grant, the receipt and legal sufficiency of which are hereby acknowledged, the Commission and the Grantee, intending to be legally bound, hereby agree as follows: The Commission agrees to provide a Grant of funds to the Grantee, subject to all of the following terms and conditions: SECTION 1 2017 COMMUNITY MITIGATION FUND TRANSPORTATION PLANNING APPLICATION 2017 Community Mitigation Fund Transportation Planning Application ("Application") shall mean the application submitted by the Grantee and approved by the Commission detailing the costs to offset the impacts of the gaming establishment. SECTION2 THE GRANT As of the Effective Date and subject to the satisfaction of or compliance with, as reasonably determined by the Commission: (a) all of the terms and conditions of this Grant, (b) the applicable provisions ofG.L. c.23K, Chapter 194 ofthe Acts of2011, and 205 CMR, and (c) any other rule, regulation, policy, guideline, approval, or directive of the Commission, the Commission hereby approves the following Grant: an amount that shall under no circumstances exceed One Hundred Fifty Thousand Dollars ($150,000). The Parties hereby acknowledge and agree that the amount set forth in this section as determined by the Commission in its sole discretion, is the maximum amount of funding that the municipality may receive from the Commission under this specific Grant. This Grant is also subject to all the terms and conditions in the Commonwealth of Massachusetts- Standard Contract Form and Commonwealth Terms and Conditions as issued by the Massachusetts Executive Office for Administration and Finance. 2

SECTION3 COVENANTS, REPRESENTATIONS, AND WARRANTIES The Grantee covenants and agrees that in exchange for this Grant, the Grantee shall and shall cause its employees, agents, and representatives to perform and comply with the following covenants, and otherwise represents and warrants as follows: 3.1 The Grantee shall and shall cause its employees to comply with all provisions of this Grant, and all provisions of law that are applicable to the Grant; the Grantee shall take all action necessary to fulfill its obligations under this Grant and under all other agreements related to the Grant that have been referenced herein or otherwise approved by the Commission. 3.2 The Grantee hereby acknowledges and agrees that neither the Grantee nor any of its employees, officials or agents has submitted nor shall submit any false or intentionally misleading information or documentation to the Commission in connection with this Grant, including the Application, and further acknowledges and agrees that the submission of any such information or documentation shall be a material breach of this Grant and may be cause for the Commission to revoke any and all payments otherwise due to the Grantee, to recover any previous payments made to the Grantee, and/or make the Grantee ineligible for any further funding from the Commission. The Grantee hereby further agrees that it shall have a continuing obligation to update and notify the Commission in writing when it knows or has any reason to know that any information or documentation submitted to the Commission contains false, misleading or incorrect information. 3.3. The Grantee certifies that the funds from this Grant will be used solely for the purposes outlined in SECTION 4- SCOPE OF GRANT. 3.4 The Grantee hereby agrees that it shall use its best efforts and resources to diligently satisfy and complete each of the terms and conditions of this Grant and the purposes for which the funding is being provided, as set forth in SECTION 4- SCOPE OF GRANT, as promptly as possible. 3.5 The Grantee hereby acknowledges and agrees that all expenditures of Grant funds shall be subject to review and audit by the Commission. 3.6 The Grantee hereby acknowledges and agrees that it shall keep all records and receipts related to or generated by any expenditure of Grant funds. 3. 7 With respect to all actions taken in relation to the Grant, the Grantee and all of its officers, agents and employees shall observe and obey, and shall include language in all of its contracts with the contractors and vendors requiring them to observe and obey all federal, state and local laws, regulations, ordinances, codes, statutes, orders and directives and any other applicable provisions of law. 3.8 The Grantee shall furnish to the Commission such further affidavits, certificates, opinions of counsel, surveys and other documents and instruments as may be required by the Commission to ensure that the terms of this Grant are being observed and performed in all respects. 3.9 The Grantee hereby acknowledges and agrees that the terms set forth in the Grant are intended solely to govern the disbursement of funds in accordance with G.L. c.23K, §61. Nothing herein shall be construed as advice to, nor create a duty to provide advice to, the Grantee regarding legal or contractual requirements or best practices. Further, nothing in this 3

Grant shall be construed as creating a duty or obligation on the part of the Commission to oversee or monitor the performance of any contractor, vendor, or other project participants. 3.10 The Grantee represents that the acceptance of funding in accordance with the terms of this Grant does not and will not conflict with or result in the violation of any charter, by-law, ordinance, order, rule, regulation, statute or any other applicable provision of law or any order, rule, regulation or judgment of any court or other agency of government. 3.11 The Grantee represents that it has duly obtained all necessary votes, resolutions, appropriations, and local approvals for the actions set forth in SECTION 4- SCOPE OF GRANT, and has taken all actions necessary or required by law to enable it to execute this Grant and to perform its obligations hereunder. 3.12 The Grantee has read and fully understands the provisions of the Massachusetts Conflict of Interest law, M.G.L. c. 268A, and has implemented policies and procedures to ensure that all employees, agents, consultants and representatives working on or for any project for which Grant funds will be used are in compliance with G.L. c. 268A to the extent that it is applicable. 3.13 The Grantee has implemented policies and procedures to prevent and eliminate fraud, waste and abuse of public funds in connection with the expenditure of the funds from this Grant. 3.14 The Grantee represents that all meetings of all public bodies in Somerville that relate in any way to the expenditure of funds from this Grant have been conducted, and shall be conducted, in compliance with the provisions of G.L. c. 30A, §§18-25, 940 CMR 29.00 et seq., and all other applicable law. 3.15 The Grantee will provide the Commission any and all studies, reports or other documents prepared as part of this Grant. Copies of any studies, reports, or other documents prepared by the Grantee by its agents, associates, consultants, employees, partners, or servants insofar as they related to this Grant shall be forwarded to the MGC. 3.16 The Grantee hereby acknowledges and agrees that the scope of any formal planning study prepared pursuant to this Grant shall be approved by the Commission's staff prior to the commencement of such study. 3.17 The Grantee certifies that all services procured in furtherance of this Grant, as described in SECTION 4- SCOPE OF GRANT, will be procured in a competitive bidding process, with written contracts, subject to the approval ofthe Commission's staff. 3.18 Confirmed by a vote by the Massachusetts Gaming Commission on June 28, 2017, this grant may be used for up to $150,000 to the extent such work is related to the transportation planning study of the intersection of Interstate 93, State Route 28 (Fellsway/McGrath Highway) and State Route 3 8 (Mystic A venue) in Somerville. That amount will be certified by the City Treasurer from Somerville as gaming related. 3.19 The Grantee shall provide in-kind services towards the actions described in SECTION 4- SCOPE OF GRANT, in the form of staff time, meeting spaces, management, or coordination efforts. 4

SECTION 4 SCOPE OF GRANT Having received and reviewed the Application dated February 1, 2017 and supporting documentation submitted by the Grantee, the Commission hereby finds that the following are necessary and reasonable costs to offset costs related to the construction and operation of a gaming establishment: Description Amount Hiring of contractual consultants services to study mitigation at $150,000 the intersection oflnterstate 93, State Route 28 (Fellsway/ McGrath Highway) and State Route 38 4.1 Grantee will seek additional local funding to match and leverage additional resources for the study. 4.2 Grantee will be responsible for informing MAPC about plans for the project and work closely with MAPC' s transportation division on all aspect of study work. 4.3 Grantee will receive approval from Commission staff of a detailed scope, budget and timetable for the proposed intersection study prior to receiving any grant funds. SECTION 5 DISBURSEMENT OF THE GRANT Subject to the terms and conditions set forth in this Grant, the Commission shall disburse Grant funds in accordance with the following: 1. Having completed review of the Application submitted by the Grantee, the Commission has determined that the Grantee is eligible for funding in the amount set forth in SECTION 2- THE GRANT. 2. The funding is solely intended for use towards the execution of the items delineated in SECTION 4- SCOPE OF GRANT. 3. Within 30 days of the approvals by the Commission staff as specified in SECTION 4- SCOPE OF GRANT of this instrument, the Commission shall either issue a check or transfer monies electronically in an amount equal to twenty-five percent (25%) of the total amount of the Grant ("First Payment") to the Grantee. The check shall be delivered via certified mail or recognized overnight courier to the Grantee. The Grantee shall provide the Commission, in writing, the name and address of the individual to whose attention the check should be directed or provide wiring instructions. Provided however, if the grant is intended to reimburse the Grantee for previous expenditures the entire approved amount may be remitted at once. 4. Within 30 days of the Commission's receipt of an accounting of expenditures from the First Payment, and the receipt of either estimates of proposed expenditures of grant monies, a copy of an invoice, or proof of payment, the Commission shall either issue a check or transfer monies electronically in an amount equal to Fifty Percent (50%) of the 5

total amount of the Grant ("Second Payment") to the Grantee. The check shall be delivered via certified mail or recognized overnight courier to the Grantee. 5. Within 30 days of the Commission's receipt of an accounting detailing expenditures from the Second Payment, and the receipt of either estimates of proposed expenditures of grant monies, a copy of an invoice, or proof of payment, the Commission shall either issue a check or transfer monies electronically in an amount equal to Twenty-Five Percent (25%) of the total amount of the Grant ("Final Payment") to the Grantee. 6. Acceptance and processing of the Final Payment by the Grantee shall indicate receipt of the grant funds in full satisfaction of the request articulated in the Application. The Grantee shall provide the Commission with a final accounting after the expenditure of the Final Payment. Payment Schedule For Mitigation Offset Grant: Total Grant Amount $1502000 Percentage Payment Outstanding Balance First Payment (25%) $37,500 $112,500 Second Payment (50%) $75,000 $37,500 Final Payment (25%) $37,500 $0 SECTION 6 QUARTERLY AND ANNUAL REPORTING REQUIREMENTS 6.1 Quarterly Financial Reports a) Quarterly Financing Reports. The Grantee hereby shall provide the Commission with a quarterly update on the expenditure of the Grant funds used in the prior fiscal quarter. Said quarterly reports shall be due no later than the first business day in November for the first quarter, the first business day in February for the second quarter, the first business day in May for the third quarter, and the first business day in August for the fourth quarter. b) The Grantee shall provide the Commission a description of the in-kind services on a quarterly basis with the quarterly update on the expenditures of the Grant. 6.2 Annual Reporting a) Annual Status of Grant Narrative. In addition to the accounting of expenditures required under this Section, Section 5 and 7 of this Grant, the Grantee shall provide the Commission with a narrative description of the status of the Grant, including a description of completed and ongoing work. Said narrative description shall be provided not less than annually by the first Wednesday of September. Grantee shall also provide information to the Commission 6

about the status of the Grant at other times provided such information requests are reasonable and the request is made with reasonable notice. SECTION7 FINAL REVIEW AND AUDIT Upon expenditure of all funds distributed under this Grant, the Grantee shall forward an accounting to the Commission of all expenditures made pursuant to the terms of this Grant which shall include, at a minimum, an itemization of all funds expended, a description of the work performed or service provided, the identification of the party that performed the work or provided the service, a copy of the final invoice, and proof of payment. The Commission may request any supplemental information it deems necessary to ensure that the funds were expended in accordance with SECTION 4- SCOPE OF GRANT. The Commission may conduct, or cause to be conducted, an audit of the transactions and expenditures made by the Grantee in connection with this Grant. In the event that the Commission detects any irregularity in the expenditure of any Grant funds, it may request reimbursement of those misspent funds or pursue any other remedy available by law. Unused funds must be promptly returned to the Commission upon the completion of the items identified in SECTION 4 - SCOPE OF GRANT. In the event of disagreement, the Commission may require the Community to return any funds which remain unexpended by 60 days after the commencement of operations of the facility or such earlier dates in the event the Commission determines that such facility will not commence operation. SECTIONS INDEMNIFICATION To the fullest extent permitted by law, the Grantee shall indemnify, defend, and hold harmless the Commission, commissioners, agents and employees from and against any and all claims, actions, damages, awards, judgments, liabilities, injuries, costs, fees, expenses, or losses, including, without limitation, reasonable attorney's fees and costs of investigation and litigation whatsoever which may be incurred by or for which liability may be asserted against the Commission, its commissioners, agents or employees arising out of any activities undertaken by, for, or on behalf of the Grantee relative to the expenditure, disbursement, or use of the funds associated with this Grant or any activities, acts or omissions in relation to the Grant including, but not limited to, the performance of any contract or obligation directly or indirectly related to the Grant. This Section shall not be construed to negate or abridge any other obligation of indemnification running to the Commission which would otherwise exist. No member or employee of the Commission shall be held personally or contractually liable by or to the Grantee or the developer under any provision of this Grant, because of any breach of this Grant, or because of its execution or attempted execution. 7

SECTION9 NOTICE Any notices required or permitted to be given by either of the Parties hereunder shall be given in writing and shall be delivered to the addressee (a) in-hand (b) by certified mail, postage prepaid, return receipt requested; or (c) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows: If to the Commission: Massachusetts Gaming Commission 101 Federal Street, 12TH Floor Boston, MA 0211 0 Attention: Executive Director If to the Grantee: Mayor's Office Somerville City Hall 93 Highland A venue Somerville, MA 02143 or to such other address or addressee as the Commission and the Grantee may from time to time specify in writing. Any notice shall be effective only upon receipt. SECTION 10 AMENDMENTS This Grant may be amended only through a written amendment signed by duly authorized representatives of the Commission and the Grantee. SECTION 11 ATTESTATION All certifications, filings, and submissions to the Commission in furtherance of this Grant shall contain a statement, signed by a duly authorized representative of the Grantee, that such certification, filing, or submission is true, complete and accurate, to the best of the Grantee's knowledge. SECTION 12 GOVERNING LAW, VENUE, AMENDMENT AND SEVERABILITY 12.1 This Grant shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. In case any provision( s) hereof shall be determined invalid or unenforceable under the applicable law, such provision(s) shall, insofar as possible, be construed or applied in such manner as will permit the enforcement of this Grant; otherwise, this Grant shall be construed as though such provision(s) had never been made a part hereof. 12.2 Any civil action brought against the Commission by the Grantee, or any person or entity claiming through or under it, which arises out of the provisions of this Grant, shall only be 8

brought in the Superior Court for Suffolk County, Massachusetts. The Grantee, for itself and for any person or entity claiming by through or under it, hereby waives any defenses that it may have as to the venue to which it has agreed herein, including, but not limited to, any claim that this venue is improper or that the forum is inconvenient. The Grantee for itself and for any person or entity claiming by through or under it, hereby waives all rights, if any, to a jury trial in any civil action against the Commission that may arise out of the provisions of this Grant. 12.3 This Grant and any amendments hereto shall be deemed null and void and of no further force or effect unless it is executed by a duly authorized representative of the Commission and a duly authorized representative of the Grantee. The undersigned, who are signing on behalf of the Grantee, hereby warrant and represent that they possess the full legal authority to execute this Grant on behalf of the Grantee and to bind the Grantee to its terms and conditions. In the event that the Commission later determines that the undersigned are not duly authorized to execute this Grant and to bind the Grantee, the Commission may, in its sole discretion, take whatever action it deems necessary to terminate this Grant, to suspend or terminate payments to the Grantee and to recover any funds disbursed to the Grantee. Any rights and remedies available to the Commission under the provisions of this Grant shall be in addition to any other rights and remedies provided by law. SECTION 13 WAIVERS 13.1 The terms, conditions, covenants, duties and obligations contained in this Grant may be waived only by written agreement executed by duly authorized representatives of the Commission and the Grantee. No waiver by either party of any term, condition, covenant, duty or obligation shall be construed as a waiver of any other term, condition, covenant, duty or obligation nor shall a waiver of any breach be deemed to constitute a waiver of any subsequent breach, whether of the same or a different section, subsection, paragraph, clause, phrase, or other provision ofthis Grant. Forbearance or indulgence in any form or manner by either Party to this Grant shall not be construed as a waiver, nor in any way limit the remedies available to that party. 13.2 The Commission's payment(s) to the Grantee under this Grant or its review, approval or acceptance of any actions by the Grantee under this Grant shall not operate as a waiver of any rights or remedies available to the Commission under this Grant or as otherwise provided by law. SECTION 14 TERMINATION 14.1 The Grantee hereby acknowledges and agrees that the Commission, in its sole discretion, may terminate the Grant, in whole or in part, at any time if the Grantee fails to comply with any provision of the Grant. In the event of termination by the Commission, the Commission may revoke any and all remaining payments otherwise due to the Grantee. The Grantee hereby further acknowledges and agrees that in the event of termination, the Commission reserves the right to recover any previous payments made to the Grantee. 9

In the event of termination by the Commission, the Commission shall provide written notice of termination to the Grantee, which shall state the effective date and period of the notice as well as the reason(s) for termination, including the alleged breach or failure to comply. [Remainder of page intentionally left blank; signature page to follow.] 10

IN WITNESS WHEREOF, the Massachusetts Gaming Commission and the City of Somerville have caused this Grant Agreement to be executed by their duly authorized representatives this ~o-t-'day of fi.\.}~ u"'5~ in the year 2017. MASSACHUSETTS GAMING COMMISSION B~ ..,.__D ------=..-----~ -- John S. Ziemba (print name) Ombudsman Title: 11 GRANTEE: CITY OF SOMERVILLE Joseph A. Curtatone (print name) Mayor Title:

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM This form is jointly issued and published by the Executive Office for Administration and Finance IAN Fl. the Office of the Comptroller ICTRl and the Ooerational Se!Yices Division (OSOl as the default contract for all Commonwealth Departments when another form is not prescribed by regulation or policy. 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 An electronic copy of this form is available Guidance For Vendors- Forms or under OSD Forms. (Note: The Address ld Must be set up for EFT payments.) _lL 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) X 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) _ _ ,~"":"'':-"-"~~""' (Attach Emplovment Status Form, scope, budget) authorizing language/justification, scope and 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 COMMONWEALTH TERMS ANO CONDITIONS (T&C) has been executed, filed with CTR and is incorporated by reference into this Contract. .lL Commonwealth Terms and Conditions Commonwealth Terms and Conditions For Human and Social Services 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 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.) .lL Maximum Obligation Contract Enter Total Maximum Obligation for total duration ofthis Contract (or new Total if Contract is being amended). $150.000.00 ANTICIPATED START DATE: (Complete ONE option only) The Department and Contractor certify for this Contract, or Contract Amendment, that Contract obligations: _lL 1. may be incurred as of the Effective Date (latest signature date below) and no obligations have been incurred rui.Q!: 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 rui.Q!: 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 into this Contract. forever releases the Commonwealth from l'urther claims related to these nhlin~tinn~ CONTRACT END DATE: Contract performance shall terminate as of 2/1/2021 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 Dale 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 peDury, 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 applicable Commonwealth Terms and .Contract Form including the Instructions and Contractor Certifications, the Request for Response (RFR) or other solicitation, the Contractor's Response, 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 801 CMR 21.07, provided that any amended RFR or Response terms result in best value, lower costs, or a more cost effective Contract. F R THE MM NWEALT : ~~~,,~~~~~~~~~~~~Date: ::-'ZII(--.,:7:-'f-L.....if:-' and Date Must Be Handwritten At Tim nt Name: Joseph A. Curtatone a .. <>::...:-='-=-""'"'-"'"'--------------' Print Title: Ombudsman (Updated 6/27/2011) Page 1 of 5

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM 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 applicable Commonwealth 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 applicable Commonwealth Terms and Conditions, which must match the legal address on the 10991 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 Comm-PASS, the Contract Manager must be listed on the Vendor Section tab. 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 ld 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 /31 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 transactlon 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. 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Check this option for a Department procurement including state grants and federal subijrants under 815 CMR 2.00 and State Grants and Federal SubQranls 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 Contracto~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 Polley.) 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 (Updated 6/27/2011) Page 2 of 5

COMMONWEALTH OF MASSACHUSETTS ... STANDARD CONTRACT FORM posted. COMMONWEALTH TERMS AND CONDITIONS Identify which Commonweallh Terms and Conditions the Contractor has executed 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 avallable a·nd 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 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 GL c. 29, s. 23A). See Prompl 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 (GL 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 a// 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 ExpendHure Classificalion 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 Setllement 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 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 dales are subject to GL 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 Departmenl Head Signature Aulhorizatlon Polley and the Contractor Aulhoiized Signatory Lisling 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 "Antlclpaled Conlract 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 Commonwealth/Date: The Aullioriz.ed Department Signalorv must (in their own handwriting and in ink) sign AND enter the date the Contract is signed. See section above under "Anlfclpated 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 Servk:e Agreement (I SA). 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: Commonwealth and Contractor Ownership Rights. The Contractor certifies and agrees that the Commonwealth is entitled to ownership and possession of all "deliverables" purchased or developed with Contract funds. A Department may not relinquish Commonwealth rights to deliverables nor may Contractors sell products developed with Commonwealth resources without just compensation. The Contract should detail all Commonwealth 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 GL c. 11, s. 12 seven (7) years beginning on the first day after the final payment (Updated 6/27/2011) Page 3 of 5

COMMONWEALTH OF MASSACHUSETTS ... STANDARD CONTRACT FORM 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. § 1488 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 Massachuset1S General laws; the Official Code of Massachuset1S 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 151h for performance made and received (goods delivered, services completed) prior to June 301h, 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 151h 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 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 has 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 pe~ury 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 (880) 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 reauiremenls: 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 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. 931 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 (ITDl Protection of Sensitive Information, provided further that any Contractor having access to credit card or banking information of Commonwealth 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 and provide access to any information necessary for the Commonwealth 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 OffJCe 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); li 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 IEEOl 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); §., L. c. 1518 (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 Massachuset1S Disabilltv-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 (S8PP). A Contractor may be eligible to participate in the S8PP, created pursuant to Executive Order 523, if qualified through the SBPP SmartBid subscription process at: www.comm-pass.com and with acceptance of the terms of the S8PP 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 Commonwealth Terms and Conditions, the term 'other damages" shall include, but shall not be limited to, the reasonable costs the Commonwealth 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 as a result of third party claims, provided, however, that the foregoing in no way limits the Commonwealth's right of recovery for personal injury or property damages or patent and copyright infringement under Section 11 nor the Commonwealth's ability to join the contractor as a third party defendant. Further, the term (Updated 6/27/2011) Page 4 of 5

COMMONWEALTH OF MASSACHUSETTS ... STANDARD CONTRACT FORM "other damages" shall not include, and in no event shall the contractor be liable for, damages for the Commonwealth's use of contractor provided products or services, loss of Commonwealth records, or data (or other intangible property), loss of use of equipment, lost revenue, lost savings or lost profits of the Commonwealth. 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 ability to negotiate higher limitations of liability in a particular Contract, provided that any such limitation must specifically reference Section 11 of the Commonwealth 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 Commonwealth even 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 Commonwealth Departments 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 ExecuUve Orders (see also Massachusetts ExecuUve 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)- .(1l, 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, 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 (fl and this order; and includes limitations regarding the hiring of state employees by private companies contracting with the Commonwealth. 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 RelaUonships With Olber 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 may exercise any and all contractual rights and remedies, including without limitation indemnification under Section 11 of the Commonwealth'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 ExecuUve 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. {Updated 6/27/2011) Page 5 of 5

COMMONWEALTH TERMS AND CONDITIONS 14. Forum, Choice of Law 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 The Department, 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) 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 Boilerplate /nteroretatlon, Severabilltv. Conflicts Witlr Law, Integration. Any amendment or attachment to any Contract which contains conflicting language or has the affect of a deleting, replacing or modifYing any printed language of these Commonwealth Terms and Conditions, as officially published by ANF, CTR and OSD, shall be interpreted as superseded by the official printed language. If any provision of a Contract is found to be supe by state or federal law or regulation, in whole or in part, then both part' all be relieved of all obligations under that provision only to the exte ecessary to comply with the superseding law, provided however, that the re ming provisions of the Contract, or portions thereof, shall be enforced t the fullest c (Check One): V' Organization ____ Individual permitted by law. All amendments must be executed by the parties in accordance with Section I. of these Commonwealth Terms and 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 ANF, CTR and OSD, which incorporates by reference these Commonwealth 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 Commonwealth Terms and Conditions, the Standard Contract Form, the Department's 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. Full Legal Organization or Individual Name: Ct'fy tJ/Jd#1'f',//{f Doing Business As: Name (IfDifferent): _ ________________________________ _ Tax Identification Number: 0 .!::/_ 12._ _f)_ _Q_ _I_ 4 _L 4 Address: Cf j fh 'ii? /t117ff ~~~( , JtJ/If"I'P',J/{' ~ 114 ()2 /Y.J ., . Telephone: fL/}- ~ l5 -"~()() )( l/()() FAX: ~ / J- ~ 2 S "J '/3(/ INSTRUCTIONS FOR FILING THE COMMONWEALTH 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 eviously filed this form with the Comptroller, or if the illformation contained on a previously filed form has changed, please fill out a W- 9 form and return it attached to the executed COMMONWEALTH TERMS AND CONDITIONS. If the Contractor is responding to a Request for Response (RFR), the COMMONWEALTH 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 COMMONWEALTH TERMS AND CONDITIONS (and the W-9 form if applicable) to the: Payee and Payments Unit, Office of the Comptroller, 9th Floor, One Ashburton Place, Boston, MA 02108 in order to record the filing of this form on the MMARS Vendor File. Contractors are required to execute and file this form only once. Page2. of2.

COMMONWEALTH TERMS AND CONDITIONS This Commonwealth Terms and Conditions form is jointly issued by the Executive Office for Administration and Finance (ANF), the Office of the Comptroller (CTR) and the Operational Services Division (OSD) for use by all Commonwealth of Massachusetts ("State") Departments and Contractors. Any changes or electronic alterations by either the Department or the Contractor to the official version of this form, as jointly published by ANF, CTR and OSD, shall be void. Upon execution of these Commonwealth Terms and Conditions by the Contractor and filing as prescribed by the Office of the Comptroller, these Commonwealth Terms and Conditions will be incorporated by reference into any Contract for Commodities and Services executed by the Contractor and any State Department, 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 the Department, 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. The Commonwealth is entitled to ownership and possession of all deliverables purchased or developed with State funds. Contract shall mean the Standard Contract Form issued jointly by ANF, CTR and OSD. 1. C.(lll/ract EffecJive 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, the Department, a later date specified in the Contract or the date of any approvals required by law or regulation, whichever is later. 2. Pavmmts And Compell.ml/o/1. The Contractor shall only be compensated for performance delivered and accepted by the Department 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 the Department 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 the State from all claims, liabilities or other obligations relating to the performance of a Contract. 3. Colllractor Pnvmenl Mecltanlsm. 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. The Department 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 ofless than forty-five (45) days from the date of receipt of an invoice shall be effective only to enable a Department 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 Department's 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 Terminal/oil 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. The Department may tenninate 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 Department action. Upon immediate notification to the other party, neither the Department 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 the Department 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 Page I. of2. 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. Confldemlallry. 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 other Department 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 the Department's public records, documents, files, software, equipment or systems. 7. Record-keeping /Jnd Retenllon, Inspection or 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 fmal 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. The Department 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 on-site reviews and reproduction of such records at a reasonable expense. 8. Asslg11ment. 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. 1.06, §9-318. The Contractor must provide sufficient notice of assignment and supporting documentation to enable the Department 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 the Department or the State against the Contractor. 9. Subcontracllng Bv 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 the Department and shall be consistent with and subject to the provisions of these Commonwealth 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. The Department 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. Afflrm'tttive Actlo11, Noii-Discrlmlllat/on/11 Hiring And Emplovme111. 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. 11. huletmtificatiofl. Unless otherwise exempted by law, the Contractor shall indemnifY and hold harmless the State, including the Department, its agents, officers and employees against any and all claims, liabilities and costs for any personal injury or property damages, patent or copyright infringement or other damages that the State 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 the Department or the State. After prompt notification of a claim by the State, the Contractor shall have an opportunity to participate in the defense of such claim and any negotiated settlement agreement or judgment. The State 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. W11iver~·. 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 Or Lo.~s. The Contractor shall bear the risk ofloss for any Contractor materials used for a Contract and for all deliverables, Department personal or 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 and accepted by the Department.