Prison Phone Justice

FIRST AMENDMENT TO
CONTRACT FOR A SECURE INMATE CALLING SYSTEM AND RELATED
SERVICES
DOC FILE NO.1000-PHONE2006

C

THIS FIRST AMENDMENTTO CONTRACT FOR A SECURE INMATE CALLING
S'JlEM
RELATED SERVICES, DOC File No. 1000-Phone2006, dated
~I
, 2007 ("Amendment"), amends and revises that certain Contract,
DOC File No. 1000-Phone2006 (the "Contract"), dated February 10, 2006, by and
between Massachusetts Department of Correction, with an address at 50 Maple
Street, Suite 3, Milford, MA 017S7 ("MA DOC"), and Global Tel*Link Corporation, a
Delaware corporation having its principal place of business at 2609 Cameron Street,
Mobile, AL 36607 ("GTL").
MA DOC and GTL hereby agree to amend and revise the Contract as follows:
A new Section 5.13.7.1 is added to the Contract to provide for the establishment of
calling rates and commission rates for domestic prepaid debit calling.
Section 5.13.7.1

Domestic Prepaid Debit Calling:

A.

Commission: The MA DOC's adjusted commission rate for inmate debit
calling, both domestic and international, will be twenty percent (20%) of
gross billable inmate debit revenue, commencing on December 1st , 2007.

B.

Call Rate-Domestic: The adjusted call rate for inmate domestiC debit calling
will be twenty-five percent (25%) off the collect call rate as indicated in the
table below.

C.

Call Rate-International: The adjusted call rate for inmate international debit
calling will be twenty-five percent (250/0) off the current international
voucher debit rate, which is indicated in the attached MA DOC international
rate chart.

Except as set forth above, there is no other revision or amendment to the
Contract or the obligations of MA DOC and GTL, and the Contract remains in full
force and effect.

[[Signature Page Follows]]

12 OEC'07 3i30PM

Page 1 of3

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have duly executed this Amendment as of the date first written above, which is
entered by the second party to sign.

MASSACHUSETTS DEPARTMENT
OF CO.RRECTION

GLOBAL TEL*UNK CORPORATION

By:-,=~M/lJ.~~.':::)~~_ _

ting Commissioner

Date:

!_~.,-lo/~O-,7,--__

_...:..I'-{I
I

Name: Teresa Ridgeway
Title: Secretary of the Cor

Date:

Page 2 of3

Id/as10r

ration

,
Inmate Domestic Debit Calling Rates
Massachusetts Department of Correction
Effective December 1, 2007

local:
(debit 5-5) $0.65 surcharge plus $0.075 per minute

Intralata:
(debit 5-5) $0.65 surcharge plus $0.075 per minute

Intra-State, Interlata:
(debit 5-5) $0.65 surcharge plus $0.075 per minute

Inter-State, InterLata:
(debit 5-5) $2.25 surcharge plus $0.52 per minute

Page 3 of3

COMMONWEALTH OF MASSACHUSETTS· STANDARD CONTRACT FORM ",~)"1J;<;',

pu~ished

'~J,~~

This form, to be used for New Contracts and ConlractAmendmenlJJlRenewals, is joinHy issued and
by the Execufive Office for Administration end Finance
(ANFI the Office oftfie Compfrol1er (eTR) and the Operational Services Division (OSD) for use by aU Commonwealth Departments. Any changes to the official printed
~§:i;l\'''woti';'
language of this form shall be void. Additional non-conflictlng terms may be added by Attachment Contractol"$ should only complete sections marked with a
"+') F i tru ctio ns andh ypernIn kS (Ita!'les)IPleas eVI W till$ f orm at : mw,ruaSSGol"oscunderGu'dance ForVendors - Forms orat~massaov/osdunderOSDForms.
Os
vI
or ns
~Contractor Lwal Name (and d/b/a):

Deoarlment MMARS Alpha Code and Name: DOC Department of Correction

~Leq./ Add""s (Irom

Business Mawng Address: 50 Maple Streel, Suite 3 Milford, MA 01757·3698

Global TeI*link Corporation
W-Sj: 12021 Sunset Hills Ro.d Suife, 100 Reston, VA 20190
7Pa~ment Remittance Address (from W-9):
""'Contract Manaaer: Jeffrey B. Haidinger, President, ServIces
-+ E·Mail Address: Jhaidinger@gH.net
Phone:

BilUng Address Of different):

1+

>,)

1+ ITY:

Fax:

Contract Manaaer: Peter V. Macchi, Director, Administrative Servrces Dlvislon
EMail Address: Peter.Macchi@state.ma.us
Phone: 508-422-3333

Fax: 508-422-3383

I
I ITY:

O+Stm§:of In£Q!Q.Qrnt!QQ (W a COI'poratlon) or«N/A~:

MMdB2QQ~ID{§l:

~ Vendor (;Qde:

RFRIProfJIrement Of Other 10 Number (if applicabfe): looO-PHONE2006

Account{sl Funding Contract:

MMARS Obiect Code:

-- CONTRACTAMENDMENYRENEWAL

-- NEW CONTRACT

COMPENSATION (Check only one):
_ Total Maxjmum Obligation of this Contract $
Rate Contract (Attach details of rate(s) un!1s and any calculations):

The following COMMONWEALTH TERMS AND CONDITIONS lor this Contracl
has been oxeculed and flied with CTR (Check only Oflfi):
_ Commonwealth Tenns And Conditions
_ Commonwealth Terms And Conditions For Human And Social Services
PROCUREMENT OR EXCEPTION TYPE (Check one opffon only):
_ Single Department Procurement/Single Department User Contract
_ Single Department Procurement/Multiple Department User Contract
_ Multiple Department ProcuremenllLlmited Department User Contract
_ Statewide Contract (08D or an OSD..(!esignated DepartmenQ
_Grant (as defined by 815 CMR 2.00)
_ Emergency Contract (attach justification)
_ Contract Employee (Complete Employment Status Form)
_ Colleclive purchase (attach OSD approval)
_ Legislaive/Legal Exemption (attach authorizing language)
_ Other (Spadfy and attach documenfelionj:

(Total Contract Maximum Obligation, including all prioramendmenlSj.

b) Amendment Amount (a+" or ".a): $
e) NEW TOTAL CONTRACT MAXIMUM OBUGATlON: $
XRate Changes to Rate Contract

OTHER: (Check option, explain under "Brief Description" below, and attach documentation.)
_Amend Duration Only (No Compensation or Perfonnance Change)
_ Amend Scope of Services/Perfonnance Only (no. budget impact.)
_Interim Contract (Temporary Extension to complete new Procurement)
l( Other. (Describe Defeils and Altech documenfetion):

• (Enter the Date Contract
ANTICIPATED STIlBT DATE:
ObIigafions may begin. Review Certification for Effective Date Below prior to entry.)

CONTRACT END DATE:

,

ENTER CURRENT CONTRACT START and END DATES (prior 10 amendment)
Current Sfert Date: March 3, 2906 . Current End Date: March 2. 2010.
(Check Either, "No Compensation Chenge"; "MaxRnum Obligation" or "Rate
change" ATIACH Amended Scope and Budget to support Amendment)
_ NO Compensation Change (Skip to "OTHER" section beloVi and select change)
_ Redistribute Budget Line lfems (No Maximum Obligation Change)
_ Maximum Obligation Change.
a) Current Total Contract Maximum Obligation: $

• (Enter the Date Amendment
Q!i\Qb!llIll.O!!Im
Obligations may begin. Review Certification for EffecI)vQ Oate Bek:Jw prior to entry.)
NEW CONTRACT END DATE: M§rcb 2, 2911,

ANTI~fPATED ~TART DATE:

-+ PROMPT PAYMENT DISCOUNTS. Contractor has agreed to the- following Prompt Pay Discounts for the listed Payment Issue Dates. See Prompt Payment Discount policv:
_ % Within 100ays_ % Within 15 Days_ % Within 20 Days _ % Within 30 DalS OR, Check off1lle following if:
Contractor either claims hardship, or chooses not to provide PPD, or compensation is not subject to prompt pay discounts (grants, non-<:ommodity or non-.seNice compensation)
BRIEF DESCRIPTION OF CONTRACT PERFORMANCE OR REASON FOR AMENDMENT (Reference to attachments Is insufficienQ:
Adjust Commission and Calling Rate per Second Amendment and AttachmentA effective November 2009 billing cycle,
EXercise firSt yeal: option to renew to expiration date- of March 2, 201t

CERTIFICATIONS: Notwithstanding verbal or other representations by the parties, or an earlier Start date listed above, the "Effective Date" of this Contract or Amendment shall
be the latest date this Contract or Amendment has been executed by an authorized Signatory of the Contractor, the Department. a later Contract Dr Amendment Start Date
specified above, or the date of any required approvals. By executing this Contract/Amendment, the Contractor makes, under the pains and penalties of pe~ury, all certifications
required under1he attached Contractor CeFfiflcaTions, and has proVided all required documentation noted with a ~~H, or shall provide arrj required documentation upon request, and
the Contractor agrees that all terms governing perlormanoe of this Contract and doing business In Massachusetts are attached or incorporated by reference herein, including the tenns
ofihe appficable Commonwealth Terms and Conditions available at www.mass.qovloscunderGuldance For Vendors ~ Forms or at www.mass.oovJosd under OSD Forms, the tenns
of the attached Instructions, the Request for Response (RFR), solicitation (if applicable) or other authoriza1ion, the Contractor's response to the RFR or sollcitation (if applicable), and
any additional negotiated performance or budget provisions. The terms of this Contractshall survive its termination for the purpose of resolving any claim, dispute or allier Contract
action, or for effectuating any negotiated representations and warranties, THE PARTIES HEREBY ALSO CERTIFY THAT (Check one option only};
1,
K.the Contractor has NOT incurred any obligations triggering a payment obUgation for dates 1l!i!2I1o the Effective Date of this Contract or Amendment; OR
2,
_ any obffgations incurred by the Contractor BJ:i9.t:.to the Effective Date of thIs Contract or Amendment (for which a payment obligation has been triggered) are intended to be
part of this Contract/Amendment and shall be considered a final Settlement and Release of these obligations which are incorporated herein, and upon payment of these
obligations, the Contractor forever releases the Commonwealth.from any further claims related tQ these obligations,
AUTHORIZING SIGNATURE FOR THE CONTRACTOR:
AUTHORIZING SIGNATURE FOR THE DePARTMENT:

. Date:

~X:

(Signature and Date Must Be Handwritten At TIme of Signature)
~
~

Print Name: JEFFREY B. tullDtNGER.
PrInt Title: PREStDENT,SERVIQE,

, Date:
,
(Signature and Date Must Be Handwrl1ten At Time of Signature)
Print Name: peTER v, MACCHI,
Print THle: DIRECTOR, ADMINISTRATIVE §ERVICES DM§ION.

X:

(Issued 61812007) Page 1 of 1.

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM

I

INSTRUCTIONS

The following Instructions to Ihe Standard Contract Form are provided to assist both Contraclors and Commonwealth Departments with Ihe Interpretation
and completion of the SfIlndard Contract Form. These Instructions, including poliaes, procedures and legal references, are incorporated by reference into
the SfIlndard Contract Form. The SfIln<lard Contract form is Ihe boilerplate contract used by the Commonwealth for commodity and service Contracls,
Grants and any other agreements for which another standard bOilerplate is not already prescrtbed by statute, regulation or policy.
The Standard Contract Form is not a stand alone contract document but is used as the key document that incorporates the various documents that make
up a Commonwealth Contract, which inelude in the hierarchy of precedence: (1) the. applicable Commonwealth Terms and Conditions or the Commanweaffh
renDS and Conditions for Human and SOCial SeN/ces (T&C) (2) this Standard Contract Form, (3) a Request for Response (RFR), other procurement
solicitation document, or procurement exception supporting documentation, (4) the Contractors response 10 the RFR or other solicitation, or scope of
perfonmance and budget for procurement exceptions, and (5) any other non-conflicting negotialed tenms and conditions and attachments. Departmenls may
not sign Vendor Contracts but may attach copies of the Contracts, with appropriate redaction of conflicting terms. A Contractor may not condition execution
of the Standard Contract Form or Ihe applicable T&C on tile Department's signing Ihe Contractors contract or other contractual form, invoice, or other
documents with additional or confticling contractual terms. Any of these attached terms or documents shall be superseded by the documents in the order of
precedence listed above.
Note: Any changes to the official printed language of this form shall be void, This lonm is designed to have data electronically added, rather Ihan
manually completed and table boxes will expand to accommodate text thai i. required to be added, Departments and Contractors may not alter
the formal or add field. to the form, The Department and a Contractor may negotiate by attachment, any additional language which clarifies fueir
"nderstanding of, but does not change, the language of the applicable Commonwe.lth Tenn. and Co.diUons and this SfIlndard Contract Form.
Clarifications may fill in the gaps and 'spell-ouf' the understanding of the Department and tile Contractor regarding their respeelive contract responsibilities,
Clarifications may not be used to have the effecl of negating, modifying, or replacing language in the applicable Commonwealth Terms and Conditions or
this SfIlndard Contract Form, For example, the following are acceptable additional terms: pOor written notice periods, types of reports and timing of
submission, details of delivery or acceptance of performance, records slorage requirements, identifying what ite.ms are considered 'deliverables" and what
items are 'contraclor malerials" thai are already copyrighted or owned prior to the Contract, and are being used to complete performance. Ownership can not
be conveyed after perfonmance if tile Commonwealth has paid for development of a deliverable with just compensation.
Contract Should be Sent and Reviewed Electronically. The SfIlndard Contract Form is designed to be used electronically and Should be reviewed by
Contractors online 10 ensure access to hyperlinked references. Departments completing the Standard Contract form for execution should enter the
infonmation electronically and send the fonm eleclronically to Ihe Contractor 10 ensure timely completion and execution.
Links to policies, procedures and legal referenc.s, Text that appears ilaHazed and underlined in the Standard Contract Form indicales a "hyperHnk"
that will link you 10 an Internet or bookmarked site for the particular reference being died, Pressing the "All' and 'F9' keys while in the Microsoit® Word
version of this document will display the full text of hyperlinks which can be copied and pasted or typed into your Internet browser address field If you can not
connect directly to the Internet by clicking on a hyperlink. Hyperllnks to legal requirements such as statutes and regulations are links to unofficial versions of
these documents, While reasonable efforts have been made to assure the accuracy of the data provided, Departmenls and Contractors should consult with
their legal counsel to ensure compliance with all legal requirements. Using the Web Toolber will make navigation between the form and the hyperlinks
easier. Please note fual not all applicable taws have been ciled in this document. Instructions and hyperfinks may be added or ell.nged without
notice, so please periodically check tfJi. documenl aI: www.mass.qovloscunder Guidance For Vendors - Forms or at www.mass.qovlosdunder OSD
Forms for updates.
A Department is NOT responsible for providing a paper copy of the Standard Contract Form Instructions to Bidders or Contractors. The Standard
Contract Form Instructions are incorporated by reference into Ihe SfIlndard Contract Form and do not have to be filed with the completed Contract
documents, Departments and Contractors are responsible for reviewing tfJe Standard Contract Form electronically online including the
In.lrucllons and hyperllnks.
Contractor Name land dlbla): Enter the full legal name of the Contractor's business as it appears on the Contraclors W·9 Form 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 musl appear in
this section, Changes to tile Contractors Legal Name wnhout a maior stmcturol chenge (such as a merger or consolidation) will require an updated W-9 and
Commonwealth Tenms and Conditions signed by an Aulhorized Signalory of the Contraclor and filed with CTR The Department should update the Contract
and attachments either at Ihe time of the name change, or when the Contract is next amended, The Department is required to make the necessary changes
using a VCM for the VCUST table to update the Contractors Vendor Code.
Contractor Legal Address: Enter tile Legal Address of Ihe Contractor which matches the W-9 filed for this Contractor where all tax reporting forms will be
sent This eddress must match the legal address the Contraclor has on file with the Inlernal Revenue Service (IRS) and Ihe Department of Revenue (DOR)
and must match the 1099 information for the Vendor Code listed for this Conlract, Updates to tile Legal Address without a major structural change to the
Contractor (such as a buyout, merger, or other change) raquires an updated W-9 from an Autllorized Signatory of the Contractor, but does not require other
contract document changes. The Department is required to make the necessary changes using a VCM for Ille VCUST table 10 update the Master and Legal
Addresses for the Contractors Vendor Code.
Contractor Payment Remitia"c. Address: Also enter tile 'Remittance Address" if peyments are to be mailed to a separale mailing address, which much
match the remittance address on the W-9 submilted by the Contraclor. Unless otllerwise specified in tile Contract, legal notice sent or received by the
Contractors Contract Manager (with conTInmation of actual receipt) through the listed address, fax number(s) or electronic mall address will meet any
requirements for written notice under the Contract Updates to the Remittance Addresses require an updated W-9 from an Authorized Signatory of the

STANDARD CONTRACT FORM (ls,"0<16/812007) Page 1 of 10

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
Contractor, but do not require other contract document changes. The Department is required to make the necessary changes using a VCM for the
VCUST table to update the Master and Legal Addresses for the Contractors Vendor Code.
• Contractor Major Structural Change. The Contractor is required to provide the Department with a minimum of 45 days written advance notice of any
planned or potential structural change (merger, buyout, acquisition, consolidation). Contract performance may not be automatically assigned to the new
entity (since the underlying prOCtJrement may be affected) and the Contractor may be required to negotiate continued performance and execute a
Contractor Change in Idenfilv Form in lieu of a Standard Contract Form. See the Amendments, Suspensions. and Terminetion Policy for additional
information.
Contractor Contract Manager: Identify 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 approval of the Department. Notice of a
change of Contract Manager may be sent in writing by letter, e-mail, or fax to the Department Contract Manager and does not require a formal Amendment.
If the Contract is listed on Comm-PASS, the Contract Manager should be listed in Ihe Vendor Section.
Contractor PhoneiFaxlTTY/E-Mall Addre.s: Identify the phone, fax and mmD number(s) and electronic mall (e-mail) address olthe Contract Manager.
The Contractor is required to ensure that this information is kept current to ensure that the Department can contact the Contractor and provide any notice
under the Contract. Unless otherwise specified in the Contract, legal notice sent or received by the Contract Manager (with confirmation of actual receipt)
Ihrough the listed address, fax number(s) or electronic mail address will meet any requirements for written notice under the Contract. Notice of a Change of
this information may be sent in writing, bye-mail or fax to the Department Contract Manager and does not require a formal Amendment. If the Contract Is
listed on Comm-PASS, the Contract Manager Information should be listed In the Vendor Section.
State oll"corporation: If Contractor is a corporation, enter the state in which the Contractor is Incorporated. If the Contractor is not a corporaUon enter
"NlA";
.
Contractor Vendor Code: Enter the state accounting system Vendor Code (also known as the Vendor Cuslomer Number) assigned by the Commonwealth.
Ha Vendor Code has not been assigned, leave this space blank and the Department will complete this section when a Vendor Code has been assigned.
The Department must ensure that the Contractor's Vendor Code matches the Vendor Code created on the stale accounting system MMARS VCUST table. If
Ihe Contractor has a Vendor Code with mulliple payment remlUance addresses (see the MMARS VEND file), the Department must verify the correct Vendor
Code wilh Ihe Conlractor to ensure timely and properly directed payments. See Vendor/Customer Policy. The Contraclors failure to verify the correct
Vendor Code will waive the Department's liability for late paymenllnterest for payments sent to the incorrect remittance address. A change in Vendor Code
Is usually considered a Significant Contract Amendment (unless the change involves no major structurat change and the underlying procuremenl is not
affected). Changes in Vendor Codes which result In change of Contractors are restricted (see major structural chanae).
MMARS Object Code: MMARS is the Massachusetts Management and Accounnng Reporting System. This field is entered by the Department and should
Identify the MMARS Object Code(s) from the Expend"ure Classification Handbook that represent the type of expenditures for this Contrad, and is used to
match with the MMARS encumbrance transaction. The object code may be changed by the Department without a formal amendment.
Department MMARS Alpha Code and Name: Enter the MMARS Department Alpha code assigned to this Department and the full legal Department name,
which must be a Department reccgnized in the MMARS state aooounting system with a thrae 131 letter MMARS Code. A Division within a reccgnized
MMARS Department may not sign contracts or make other obligations, but must have contracts and other obligations signed under the Department
reccgnized in MMARS.
Department Contract Manager: Identify the authorized Contract Manager who will be responsible for managing the Contract. The Contract Manager should
be an authorized Signatory or, at a minimum, an employee designated by the Department to represent the Department to receive legal notices and negotiate
ongoing contract issues. Notice of a proposed change of a Contract Manager may be sent in wnting by letter, e-mail or fax to the Contractors Conlract
Manager (with confirmation of actual receipt) and does not require a formal Amendment.
Department Busln••• Mailing Addre•• : 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 confirmatlon of actual receipt) through the listed address, fax
number(s) or electronic mail address for the Contract Manager will mast any requirements tor written notice under the Contract.
Department Billing Addr••s:, Enter the Billing Address it Invoices must be sent to a different location. Billing or confirmation of delivery of pertormance
issues should be resolved through the listed Contract Managers.
Department Phone!FaxlTTYIE.Maii Address: ldentlfy the phone, fax and TTYITTD number(s) and electronic mail (e-mail) address for the Contract
Manager. Unless otherwise specified in the Contract, legal notice sent or received by the Contract Manager (with confinnation of actual receipt) through the
listed address, fax number(s) or electronic mail address will meet any requirements for written notice under the Contnict.
MMARS Document 10: Enter the state accounting system (MMARS) encumbrance transaction number associated WITh this Contract. The same MMARS
Document 10 should be used as a reference number on all transactions, documentation Of other correspondence related to the Contract for audit, Quality
Assurance and Records Management purposes. This intormation can be enterad after the Contract is executed. If more than one 10 has been used for this
Contracl or Amendment, identify all that apply. This information must be completed for all contracts and amendment•. For Statewide Contracts, OSO
may entertheComm-PASS 10 in addition to the MMARS doc id.

~~~~~~~~~~~~~~~~~~~~~~~
Enter the reference number of the RFR or other
;:
you are
was I
by another Department). If the RFR was posted on
Comm-PASS, use RFRReference Number as posted.
RFR was not used, enter Contract No. or other reference number. If none, indicate 'NIA'. This
Information Is necessary for Audit, Quality Assurance and Records Management purposes.
Account!s) Funding Conlract: Enter the account(s) funding the Contracl This information can be entered after the Contract is executed. If more than one
10 has been used for this Contract or Amendment, identify all that apply. This Information must be completed for all contracts and amendments.
STANDARD CONTRACT FORM Ossued 61812007) Page 2 of 10

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM

"I

Funding accounts may change during the life of Contract Please note that accounts with earmark language that provide a procurement exception may :( .,
.'
not be replaced in whole or in part with a different funding account (that does not have earmarked or procurement exception language) unless a
.:...•','
procurement process or exception is supported under the new funding account Earmark or procurement exception authorization in one account is not
transferable to another funding source,
CONTRACT TYPE: The Department must select one of two opUons to indicate whether this is a "NEW CONTRACr or a "CONTRACT
AMENDMENT/RENEWAL" and complete the "Left' side only for New Contracts, and the 'Righr side only for Contract Amendments/Renewals,
FOR NEW CONTRACTS (Ief! side):
COMPENSATION: Identify if the Contract has a Maximum Obligation or is a Rate Contract:
•
Maximum Obligation, A maximum obligation is used for either unit-based or project-based compensation when pertormance (commodity, service,
grant, etc,) is predictable and measurable and a maximum amount of funds will be set as'delorlhe Contract
o The amount entered in Ihls space must be fully encumbered by Ihe Department for the duration of the Contract (including 'out yealS' for multi-year
contracts) according to the Effective Date, and any settled obligations thai are included,
o
Any fiscal year in which Conlract Terms will still be effective, but no compensation will be paid, must also be reflecled in MMARS to ensure that
the total duration of the Contract is included,
o The attached budgel or cost information musl match the Contract Maximum Obligation (or as amended) and the MMARS transaction,
•
Rete Contract. A Rate Contract is used when Ihe rate per unit of periormance (e,g" commodity or service) is known bullhe number of units that will
be needed during the Contracl period Is unknown or may vary besed upon need or usage, Rate Contracls are also used when there are multiple
Contractors available to provide performance and it is unknown which ContractolS will be selected at any given time to provide performance, If the
Rate Contract is signed solely with one Contractor, the Department must encumber sufficienl funds on behalf the Contractor to support the anticipaled
use of the Contract If the Rate Contract is signed with multiple Contractors that mayor may not provide performance during the Contracl period, Ihe
Department must encumber sufficient funds to support the anticipated use of the Contract The encumbrances may be "vendor speciftc' with one
encumbrence per Contractor, or may be done through a Departmental Master Agreement (MA) or a CT wfth Event Tvpe 51 ("open orde~) if nol tied to a
Departmental MA (where funds are not encumbered on behalf of any Single Contraclor), Attach rates end types of unil (per hour, dey, week, item, etc,)
including any supporting documentation for rates, If rales are to be negotiated, attach a description of the process, index or schedule thai will be used
to negotiate the rates, Rate Contracls with negotiated rales should idenlify a range of rates or a cap in rales and may not be used for open-ended
arrangements but are appropriate for lists of pre-qualified contractors and certain Stalewlde Contracts for which rales aTe negotiated on a per project,
program, task or work order besis depending upon the performance required,
Commonwealth Terms and CondRions That Apply To This Contract: Check either 'Commonwealth Terms and Condi!ions" or 'Commonwealth Terms
and CondITions for Human and Social Services", whichever is applicable to the Conlract performance, (See Expenditure Classification Handbook for
assistance in determining applicable Commonwealth Terms and Conditions), The epplicable "T&C' is signed only once by the Conlractor and filed by the
initial conlracting Department with the Office of the Como/rolfer (erR! and is recorded on the VCUST table on the "Business Type" sClee~ The signed and
filed Commonwealth Terms and Conditions will be incorporated by reference and apply to any conlract, Grant or other agreement entered Inlo by the
Contraclor and any Commonwealth Department Therefore, Contractors do not have to re-sign the applicable T&C for subeequent procurements or
contracts, unless the Contraclor has a legal name change, or a maior structural change,
Departments are required to velify that the T&C is execuled by an Authorized Signetol)' of the Contraclor. The applicable T&C must be on file at eTR
PRIOR to submitting this Conlracl for encumbrance processing at either CTR or OSD, or if the Department has transaction delegation, prior 10 processing the
encumbrance in MMARS, A Department must check the MMARS VCUST under the "Business Typa" tab to determine if the Contractor has already signed
the epplicable Commonwealth Terms and Conditions and should not request additional copies II already filed, Contractors may submit photocopies of a
previously signed T&C if se requested, Additional original T&Cs should not be retained by a Department, but must be senl to Ihe Office of the Comptroller
Payee Unit to be maintained on file to ensure that CTR and the VCUST table reflect Ihe most recent dccuments,
If Ihe Contractor does not have Ihe applicable Commonwealth Terms and Conditions on liIe and recorded on the MMARS VCUST table, the Department
must complele a VCM on MMARS and then mail the completed Commonwealth Terms and Condilions to CTR's Payee Unit Changes to the Contractor's
identity during the period of the Contract require an updated W-9 and execution of anolher Commonweatth Terms and Conditions reflecting Ihe new
information, See Guidelines for Matenal Changes in Contrector Identity under Amendments, Suspensions and Terminafion Policy, For more information on
Vendor Code requirements see Vendor File Policy,
Procurement or Exesp""" Type: Check the appropriate type of procurement or exception for this Contrect, Only one option can be selected,
•
Commodity or Service Contracts, If the Contract is for the procurement of commodities or services, the Department must indicate if the Contract
was procured as a "Single Departmert ProcuremenVSingle Department User Contract': 'Slngle Department ProcuremenVMulliple Department User
Contracl', "Multiple Departmenl ProcuremenVLimited Department User Contract": or a "Statewide Conlract (Only for use by 08D or an 08Ddesignated Department)", See Commodities end SelVices Policv and Use ofel'rocurement bv e Single or Multiple Dell!lttmenls lor more information
and documentation requirements for these oplions,
•
Gran\1;, If the Contracl is being used for the award of a Gran~ the Departmenl must check "Grant", Grants are govemed by 815 CMR 2.00 and State
Grents and Fadera/ Subgrents PoIicv, See "Required Standard Contmct Farm Contents' below lor additional informalion,
•
Competitive Procurement Exception. If the Contracl did not result from a competitive procurement, the Departmenl must check off the appropriate
exception: "Emergency Contracf; "Contrect Employee"; 'Collective Purchase approved by OSD"; a 'legislative/Legal Exemption" or "Othe~ (and
specify procurement exceplion), Documentation proving the exception and a justification memorandum identifying how the Contractor was selected
end why the selection represenls best value, must alse be attached, See "Required Standard Con/ract Form Contents' below for additional
STANDARD CONTRACT FORM (Issued 618/2007) Page 3of 10

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
information. Please note that the "Interim Contract" competitive procurement exception is only available for Contract Amendments/Renewals (right
side of form; see below).
Anticipated Start and End Dates: See Effective Dale. Anticipated Start Dete and End Date below.
FOR CONTRACT AMENDMENTIRENEWAL (right side):
There are no automatic Contract Renewals and both parties must execute an Amendmoot for a Contract Renewal. Any"matertar change in the Contract
terms must atso be memorialized in an Amoodment even if the Maximum Obligalion or a corresponding MMARS transaction is not needed to support Ihe
change. "Matenal' changes are any Significant change to the performance obligations of a Contractor or the performance expeclations of the Department
(SUch as any change In duration or maximum obligalion). Minor adjustments to the scope ood budget that do not materially impact the maximum obligation
or performance responsibilities of the Contractor, or do not matertally change the performance expectations of the Department do not require a formal
Amoodment, but it Is presumed that the terms of performance (scope) and costs (budget) will be updated as part of the Contract file, untess already identified
under the Contract. See Amendments. SuspenSions, and Terminetion Poli"" for further guidelines on Amendments and Opflons to Renew.
The parties may negotiate a change in any element of contract performance or cost identified in the RFR or the Contractors response which results in lower
costs, or a more cost-effective or better value performance than was presented In the original selacted 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, it is negotiable.

CURRENT CONTRACT START AND END DATES: Enter the "Current Star! Date" and tile Current End Date' for tile Contract prior to the Amendment. This
information Is necessary to validate the MMARS transaction that Is being changed and to ensure that the dates of performance are accurate for the entire
duration of the Contract. This information can be obtained from the ortginal contract form, or if previousty amended from tile Amendment Form.
COMPENSATION: Check either, "No Compensation Change'; "Redistribute Budget Une Items"; "Maximum Obligation' or 'Rate change".
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No Compensation Change, should only be selected if there is no change to the compensation under the Contract, including Maximum Obligation,
Une-item redistribution or Rates. Then Skip to "Othe( and identify the type of Amendment being made and attach documentafion for change.
Budget Line Items Redistribution (No Maximum Obligation Change). Identify any changes in budget tine items that move funding around wIthin
current Maximum Obligation and procurement parameters. Attach amended performance and budget terms to support redistribution.
Maximum Obligation Change. (Check off this section and complete if Maximum Obligation is increasing or decreasing.)
a) Enter Cunrent Total Contract Maximum Obligation (prior to AmendmenVRenewal reflecting all prior amendments).
b) Enter the AmendmentlRenewal Amount (indicate whetller increase or decrease by including "+" or "-' respectively before the amoont). (MMARS
t",nsaction must match this amoun!.)
c) Enter !l!!!!LTotal Contract Maximum Obligation, which must equal the Current Total Contract Maximum Obligation plus (";1') or minus ("-") tile
AmendmenURenewal amount. (MMARS transaction must match this amoun!.)
d) Nole: Carry over lunds. Multi-year contracts in which encumbered amounts in any fiscal year that remain unexpended at the ctose of tile fiscel
year are NOT automatically available for compoosation for Contractor performance in subsequent fiscal years unless so authorized by the
Departmoot. For operating accounts, unexpended balances revert at the close of the fiscal year and are not available for subsequent fiscal year
obligations. Unexpended, encumbered amounts in conflnuing accounts ~ederal, trust, capital) will balooce fOlWard obligation ceilings for these
amounts in MMARS. The Department is responsible for recenciling performance ood expenditures in each fiscal year and authorizing use of carry
over amounts for pertormance in the subsequent fiscal yea~s) either as part of amendments to the scope and budget of the Contract, and
undertying MMARS transactions, or as part of the original Contract performance terms and budget.
Rate Changes to Rate Contract. (Check off tIlis section if Rates are being changed. Attach rate changes.)

OTHER (Check off Change and attach all supporting documentation):
• Amend Duration Only (No Compensation Change): Check off this section only if duration Is being changed with no changes to compensation or
performance. This option is commonly used to extend the date for comptetlon of pertormance with no additional compensation.
• Amend Scope of Services/Performance Only (no budget impact): Attach detailed descrtption of changes to Scope or performanoe.
• Interim Contract: Check off this section for a temporary extension (interim Contract) of a current Contract in order to eccommodate the completion of a
new procurement.
• Other: (Describe Details of the other Iype of amendment and altaoh documentation)
Payments and Prompt Pay Discounts. Payments under tIlis Contract or Amendment are made in accerdance with the applicable Commonwealth Terms
and Conditions and tile Commonwealth Bill Paving Policv.
•
Electronic Funds Transfer (EFT!. If the Contractor does not yet receive payments etectronically, the Contractor should complete the Authorization for
EFT Payments Form. In addition to sending the remittance information to the Contractors financial institution wilh Ihe payment, CTR's
MassFinanceNendor Web site allows Contractors access to their remittance informalion, payment history and pending payments under their Vandor
Code (listed above).
•
Legal Payment Dale. An invoicelobligation is considered legally paid based upon the Payment Issue date recorded in the state accounting system
(MMARS) which will be when the payment is issued by the Commonwealth via EFT (ElectroniC Funds Transfer) when issuance file is transmitted to the
bank or, for checks, when tile check is sent to the U.S. Post Office by the State Treasurer's OfiIce. The issuance date is the relevant date for Prompt
Payment Disceunts. (See Prompt Pay Discount Policy.) Under the applicable Commonwealth Terms and Conditions, pursuant to G.L. c. 29, s. 26, s.
27 and s. 29, obligations may not be incunred unless there are sufficient appropriated or non-appropriated funds available ood allotted to support the
obligations.
•
Intercept. All payments due to the Contractor shall be subject to intercept pursuant to G L p. 7A. s. 3 and 815 CMR 9.00. Overpayments shall be
reimbursed by the Contractor or may be offset by the Department from future payments io accordance with state finance law. Offset shall include
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COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM

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intercept of other funds paid to the Contractor from othe: state Departments, The Contractor may not penalize any state Department or assess
fees, or cancel a Contract or other services if funds are Intercepted due to outstanding taxes, chlld support, or other overdue debts of the Contractor.
Prompt Payment Discounts, This section of the ContracUAmendment is used to identify prompt payment discounts that the Contractor has agreed to
provide if the Contractor is issued payment in less than the standard payment cycle of 30 days via EFT, (See Commonwealth Bill Paving Policy and
Prompt Pay Discount Policy), Prompt Payment Discounts are of greate,t benefit to both the Commonwealth and the Contractor if the Contractor
accepts payments Ihrough EFT, If the Contractor does not yet receive payments electronically, the Contractor should compiete the Authorization for
EFT Payments Form, Prompt Payment Discounts should be negotiated for commodity and service contracts, If an Amendment is being execuled, the
current Prompt Payment Discounts should be re-enlered and verified as current or new Prompt Payment Discounts should be entered If more beneficial
to the Commonwealth, Check off the box if the Contractor has demonstrated a hardship from providing PPD or the Contracl is for a grant, other
financial assistance or other non-commodily or service that would not normally identify PPDs,
Invoices, Invoices must be submined in accordance with the terms of the Contract and the Bill Paying Polley. Final invoices in any fiscal year must be
submitted no later than August 15" for partormance made and received (goods delivered, services completed) prior to June 3D", in order to make
payment for that performance prior to the close of the fiscal year and reversion of appropriated funds, By signing this Conlract or Amendment the
Contractor agrees that it Ihe Contractor fails to provide timely final invoices for final payments by August 15", Ihe Department may make payment
based upon the terms and prices of the Contract for the goods or services that are accepled by the Department, and the Contractors acceptance of
payment shall release the Commonwealth from further claims for payment. If the Contractor disputes the final payment and refuses payment, available
funds may revert and may be delayed significantly until funds are available to make payment once the dispute is resolved, and the Department will nol
be subject to late paymenl interest for this delay,
Pandemic. Disaster or Emergency Performance, In Ihe event of a serious emergency, pandemic or disaster outside the control of the Department,
the Cortractor agrees the Department may request parformance changes related to the Contract, or may negotiate additional performance from the
Contractor to address the emergency needs of Ihe Commonwealth (subject to appropriation). even if not contemplated under the original Contract.
Departments will receive guidance on allowable or mandated emergency ections in the event of an emergency,

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Brier Description of Contract Perfonmance: Enter a brief description of the Contract performance, projact name andlor other identifying informalion for the
Contrect or the reason for the Conlract or Amendment. The description is used to specifically identify the Contract partormance, match the Contrect with
allachments, and determine if the appropriate expenditure code (as listed in the Expenditure Classification Handbook) has been selected, Merely stating
"see attached" or referencing attachments without a nalralive description of performance is insufficient. The Department may include any additional
information !n this section to identify unique or important information related to this Conlract or the Contractor,
Effective Dale, Anticipated Start Date And End Dale
•

The "Effective Date' of the Contracl or Amendment is determined by the execution dates of the Contract and any required approvals as outlined in
Section 1 of the applicable Commonwealth Terms and Conditions, For contracts exceeding the MMARS transaction delegation threshold that are
routed through workflow to CTR and aSD may have the dates corrected in the state accounting system (MMARS) to reflect the legal Contract
Effective Date, .s appropriate,
•

For Contracts using tbe Commonweaffh Terms and Condifions, "the effective start date of palformance under a Contract shall be the date a
Contract has been executed by an authOJizea Signatory of the Contractor; the Department, a later date specified in the Contract or the aate of
any approvals required by law or regUlation, whichever is latar.'

•

For Human and Social Service Contracts using the Commonweeflh Terms ana Conditions for Human and Sociel Services 'the efferiive start
date of a Contrect shall be the later at the date the Contract was executed by an authOJized signatory of the Contractor, tha date the Contrect
was executed by an authorized signatory of the Department; the date specified in the Contrect; or the data of Secretariat authorization pursuant
to GL c, 29, s, 29B.'

The Contractor and the Departmenl are required to cartily that the "Effective Del.. of the Contract or Amendment being executed is the latest dale the
Contract or Amendment has been execuled by an authorized signatory of the Contractor, the Department, a lat.. Start Dete specified. or the date of any
required approvals, If Ihe Effective Date of tbe Conlract or Amendmenl Is later than the Stert Date listed, the Contractor and Department agree that by
signing the Contract or Amendment they have identified if any obligations have been incurred prior to the Effective Date for which a payment obligation has
been triggered prior to that date, which shall be included as final settlement of these obligations as part of the ContracUAmendment and payment of these
obligations shall release Ihe Commonwealth from any claims related to these obligations,
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Anticipated ContractlAmendment Start Date: The Department must enter the "anticipated" start date of 'obligations" under the Contract that will
Irigger a payment obligation, Departments must consider when a payment obligation is 'incurred" (creates an obligation to make paymenl). For most
goods, payments obligations are incurred when goods are delivered and accepted, For services, the Contrect should specify if obligations are incurred
based upon pertormance (such as performance charged al an hourly rate as services are provided; services for clients in residence, services upon
request) or the date Ihe services are made available (such as the start date of maintenance or customer service hours are available lor use), or whether
the periormance obligation occurs al a later date, such as when a periodic, final report, program or system component is delivered and accepled, or
other Cortract mileslone has been achieved (delivered and accepted), Most grants provide financial assistancelor a public purpose, rather Ihan a fee
for service or good (or other performance) for the Department, and will have installment payments with obligations being incu"ed based upon the
schedute of payments, grant milestones or reporting requirements in Ihe Contract, not the actual date grant performance is started,

•

End Date of this ContractlAmendment: The Department must enter the dale the Contracl will terminate, A Contract must be signed for at least the
initial duration listed in the RFR, or other solicitation document (if applicable), Amendments to extend Ihe termination date, such as exercising an
option to renew, must be made using this Form and must be signed prior to any new obligations being incurred by the Contractor, Please see
Amendments, Suspensions, and Termination Policy for additional guidelines,

STANDARD CONTRACT FORM (tssued 6181201)7) Page 501 10

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COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM

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CERTIFICATIONS AND EXECUTION: As part of ContracIJAmendment execution, the Department and Contractor must identify whether any obligations
were performed prior to the 'Effective Date" of the Contract or Amendment (as outlined above). Contractors are not authorized to deliver performance for
which compensation is sought under a contract or amendment (even If requested by the Department or any other Commonwealth representative) prior to the
Contract effective start date of that contract or after the termination date of that contract. Any oral or written representations, commitments, or assurances
made by the Department or any other Commonwealth representative are not binding and a Department may not back-date a contract or amendment in order
to cover the delivery of perfonnance prior to the Contract effective date. The Commonwealth has no legal obligation to compensate a Contractor for
performance that is not requested and is intentionally delivered by the Contractor outside the scope of a Contract. In the event obligations have been
incurred by the Contractor that were intended to be included as part of the ContracVAmendment prior to the Effective Date, the parties have two options to
resolve the settlement of these obligations:
1.
2.

Execute a .eparate Settlement and Refease document for the performance and aUach to the original contract; OR
locludathe performance as part of the ContractfAmendment, as follows: The Department would enter the actual date the performance
obligations began under "AntiCipated Start Datil' for either the new Contract or Contract Amendment on the Standard Contract Form and check
off box "2." Indicating that the perfonnance prior to the Effective Date Is Included under a Settlement. By completing tne ContracYAmendment to
include the performance prior to the Effective Date, the Department is able to enter the MMARS encumbrance to include tne performance under
the property executed ContacYAmendment.

Please note that" no performance occurred or was anticipated to occur unlil on or af!erthe Effective Date of the ContractfAmendment, the parties
would check off box "1', thereby indicating that no obligations were incurred prior to the Effective Date.
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 "Anllclpated Conlracl Start Date". Acceptance of payment by the Contractor shall waive any right of the
Contractor to claim the ContractfAmendment is not valid and the Contractor may not void the Contrect. Rubber stamps. Wed or other images are nol
acceptable. Proof of Contractor signature authorization may be required by the Department if not already on file. See" Rilqulred Standard Contract Form
Contents' section below. See also CTR Department Head Signature Authorization Policy for the policy requiring live signatures and slgnature dates and
Contractor Signature authorization verification. See Contractor Authorized Signatory Listing.
Contractor NamelTitle: The Contractor Authorized Signatory's name and title must appear legibly.
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 Contract Effective Start Date'. Rubber stamps, typed or other images are not accepted. See
also CTR Department Head Signature Authorization Policv.
Departmenl Name !Title: The Department Authorized Signatory's name and tille must appear legibly. For Contracts requiring ,aeraterialoignoff, if the
Department Signatory is not an authorized signatory 01 the Secretary, evidence of Secretariat signoff must be Included in the Contract file.
EXPEDITED EXECUTION. The ContracVAmendment may be sent electronically to the Contractor, completed, executed by the Contractor and faxed back
to the Department for start date purposes. The Department does not have to wait to receive a hard copy oftne executed ContractfAmendment and may sign
the fax copy for start date purposes. When the hardcopy of the Contrectors executed ContracVAmendment is submitted, the Department has the option of
re-signing the hardcopy with the date from the eartier signed fax or may just attach the fax copy to the hardcopy of the Contract. In the alternative, the
Department and the Contractor may each sign a separate Contract/Amendment and the two separately signed docum6f1ls may be aUached representing one
executed ContractfAmendment. provided there are no conflicts in the information contained on each signed document
PLEASE NOTE: Any corrections to information on the Standard Contract Form after execution must be Inltlaled and dated by the partie•. Faxed
copies of inHiated change. are sufficient for records management purposes, although hardcopi_. are preferred.

REQUIRED STANDARD CONTRACT FORM CONTENTS CHECKLIST
Original. or true attest copies of contracts. Massachusetts G.L c. 7A, s. 5 requires that ellher the original or a certified copy of all Contracts be filed as
directed by the Complroller. The 'record copy" contents of a Contract (as listed below) must be filed· either al CTR, OSD (commodity contracts) or al the
Department if so delegated. Pursuant to the Defegatlon of MMARS Transaction Polley and 815 MeR 10.00, Departments retatn the record copy of all
contract documents. If a Contract exceeds the published delegation threshold, the Department must submit a copy of Contract package to eTR or 050
(Commodity contracts) for secondary review using the appropriate Transmittal Fonm (if applicable). CTR or OSD secondary review is not legal approval of a
Conlract, but an expadited quality assurance review to ensure Contract documenls support minimum procurement and contracting requirements. All
contracts are subjact to edditlonal post audit and quality assurance reviews, The Standard Contract Form Instructions are Incorporated by reference
and are not required to be filed as part of the original or Irue attest copy of the Standard Conl1llct Form, A Department official who has seen the
original of a document can attest that a copy submitted is a "Irue oUesl" or 'true copy" of the ortglnal. This certification can be done on the top page of the
copy or by attachment. See atso Depertmenl Head Signatura Authorization Policy. For additional guidance for contents and submission requirements see
Contracts Quick Reference and State Finance Law and Generel Regulramants Policy. In addition to this Standard Contract Fonn, the following Contract
content checklisls apply to each respective contract type:
CONTENT CHECKLIST FOR NEW CONTRACTS

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Applicable Commonwealth Terms and ConditIons: Department must verify If Contractor Is already on VCUST table on MMARS. New Contractors
must have T&C filed with CTR along with appropriate VCCIVCM to update table. T&C must be on file with VCUST before encumbrance can be entered
for this Contract. For an existing Contractors Standard Contract form, Contractor information must mafuh VCUST fabl. for the Vendor Code,
Division and Remittance address. (AD001, ADOO2...)
Evidence of Procurement (if procurement done): A copy of the RFR, or a Comm-PASS close-out Contract Summary screen print (provided the
RFR has been properfy closed out and the close-out Summary posted on Comm-PASS verifies the location of the RFR and RFR Reference Number on
STANDARD CONTRACT FORM (Issued 61812007) Page 6 of 10

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COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM

~PPlication,

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contain~._
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C?mm-PASS), or copy of other solicitation, grant
etc. (if applicable). The "Board Award Field' on MMARS Encumbrance must
this reference number 10 or exception 10 (See EVidence of Exception below).
Evidence of Exception (If competitive procurement was not done): Attach documentation for the exceplion: Justification Memorandum for
Emergency; copies of legislative language or other legal exemption for Contracts with legislative earmark or legal exemption from procurement; copy of
approval from OSD for Collective Purchase Contract with federal or other public entity; or copy of postinglhiring documentation and resume for Contract
EmPicyees. Attach copy of public pesting or notice of intent to contract wtth Contractor, if done, Also include documentation of how the Centractor
was selected and why this selection supperts best value; See also 801 CMR 21.05 and 'Competitive Procurement Exceptions" of the Q§Q
Procurement Information Center !PIC!. For grants, see by 815 CMR 2.00 and State Grants and Federal Subgrants Polict
Please note that if Emergency perrormance or other contract pertormance has been fullv completed prior to signing this Standard Contract Form,
and DC additional performance is intended to be made after signing this Standard Contract Form, Depertments may use the Sememsn! and Release
Fonn In lieu.of the Standard Contract Form to document completed performance to enable final payment.

Contractor's Response: an original or true attest copy of the Contractors Respense (bid) to the RFR or Respense to another procurement or grant
application, or a copy of the Responses if the RFRIprocurement was conducted by another procuring Department. Attach any additional negotiatad
terms that either modify or are in addition to the RFR or Respense. If an RFR or other procurement was not done, attach a detailed description of the
scope of performance, work or task order, and a detailed budget or schedule of fees or compensation for this Contract. Performance tenns may not
modify terms of applicable Commonwealth Terms and Conditions or Standard Contract Form.
Human and Social Services Contracts: attach required Human and Social Services Affechments 1-6. See Insiructions for Attachments.
Individual Contractors: Departments hiring 'individual contractors' as either 'contract employees' or "independent contractors" are required 10 comply
with the policy Individual Contrectors - Independent Centractors vs, Contract Employees and attach the EmplOYment Status Form.
Consultant Contracts (HH, N01-NI4, U05 object codes per the Expend«ure Classification HanilbOQk):
o Contractor Disclosures, Contractors must disclose Individuals wfth Financial Interest (if applicable); Other income (ff applicable); and K!!l!
Personnel. Please note that key personnel may bs deemed to be state or special s:~ta;t,eQe~m~p~IO~ye~e~s~p~ur;su~an~t~to~G~.L~.C~'126~8~A. Centractors may
make required disclosures as part of the RFR Response, by attachment or may use UI
o Secretariat Signoff. Departments must obtain secreta nat signoff for all contracts
beginning. Secretanat signoff does not have to bs on the Standard Contract Form. btlt
as part
File.
o TELP (Tax Exempt Lease Purchasel. TELP attachments: ANF TELP Authonzation Form, TELP Lease Purchase Quote, Acceptance
Certificate, Essential Use Latter) must be included. Certificate of Appropnation and Payment Schedute. Payment schedules must use current
MMARS standard recurring peyment schedule: See RPSCHD (TELp-quarteny; TEMO-monthly; TESA-semi-annual, TEAN-annual). TELPs paid
with state funds must use the Commonwealth TELP (lTD) or the Statewide TELP (080). Please note that TELP payments take the highest
pnority tor payment, even above payroll. Contact CTR Immediately if Department faces any uncertainty of making TELPs payments on time.
Please coordinate with ANF to ensure sufficient allotments to make timely payments.
o LllIlat Services Contracts (HOg. N031. All Commonweallh Departments are required to obtain:
o GOV Approval. Attorneys hired by Executive Departments are required to compatitively procure alltegal services (See 801 CMR 21.011211bl)
arid obtain prior approval of the Govemors Chief Legal Counsel PRIOR to posting or hire (See G.L c. 30. s. 65.)
o AGO Review. PRIOR to the start of performance, prior review at planned services by the Office at the Attorney General (AGO) for legal
representation of the Department under a contract, and apPOintment as a Special Assistant Attorney General "SAAG" for litigation services.
The Anomey General Review Form for Affomevs Providing Legal Services form must be completed and mailed (with required attachments) to
the AGO for any new legal services contract, and for any significant amendment to the scope of services under an exisUng contract, PRIOR to
the start of pertormance or a material change in pertormance. See: Attorney General Policv for Prior Review of Affomeys.
o MMARS Encumbrance - Rates and Purpose in Comments Field. For Executive Departments, the MMARS encumbrance "Comments freid'
must contain the Unns and "Rates" or 'Range of Rates" for the services and a brief description of the type of services under the engagement to
enable completion of annual reporting requirements under G,t. c, 30, s. 65. Departments that fail to include this information as part of the
original encumbrance will be required to modify the encumbrance to add this infoonation in order to complete reperting requirements.

CONTENT CHECKLIST FOR AMENDMENTS

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Attach a detaiied descnption of the changes that are being made to the scope of pertormance (if any), and any corresponding changes to the detailed
budget or schedule of fees. For renewals funded by continuing accounts, verify if any carry over funds from prior fiscal years need to be re·authorized
for the current or a future fiscal year.
For Interim Contracts (or for grants), attach justification memorandum for reasons for Interim Contract (or for grant).
If Contrector is undergoing a major structural change which impacts the undenying procurement, the Contractor may bs required to negotiate continued
parformance and execute a Contmctor Change in Identity Fonn INSTEAD of this Standerd Contmct Form. See the Amendments, Suspensions. and
Termination Policy for additional information. Pertormance terms may not modify terms of applicable Commonwealth Terms and Condition or Standard
Contract Form.
CONTENT CHECKLIST FOR ALL CONTRACTS AND AMENDMENTS

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Form W-O if Contractor is not already on VCUST table (new Contracts). If new W-9, file with CTR with T&C and VCC. For Existing Vendors, verify that
VCUST matches any new W-O and the Standard Contract Form, and if there is new information on W-9 or Standard Contract Form, update VCUST
with updated W-O and VCM. For Amsndments, no updates are necessary unless the Contractor's informalion on the Standard Contract Form is
changing which may require an updated W-9 and T&C, If Centractor is undergoing a major structural change which impacts the underlying
STANDARD CONTRACT FORM (Issued 6f8/2007) Page 7 of 10

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COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORMr.t·"~'"

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procurement, the Contractor may be required to negotiate continued performence end execute a Contractor Change in Identity Form INSTEAD of
this Standard Contract Form, See the Amendments, Suspensions, and Termination PolicY for additional Information, Vendors must be careful when
submitting W-9s that information is accurate, since the VCUST table will be updated for all business with the Commonwealth, Departments should
verify with the Contractor when informalion is updated to ensure that the update is accurate since changes will impact all business with the
Commonwealth,
Contractor Signature Verification For All Contracts, Grants or Other Agreements, The Contractor Authorized Signature Listing or any other
alternate format, may be used fbr this purpose, Pursuant to the Contractor AuthoriZed SignatoN Policy, Departments are responsible for verifying that
the Standard Contract Form, T&C, W.$} and other documents related to the Contract (regardless of amount) is signed by an authorized signatory for
the Contractor, Verification includes authentication of identify and authority to sign of the person signing the documents,
MMARS must match total Contract including settlements,
o Current state finance law policy requires the information Input In MMARS to match the undenying contract or supporting documents, including
extensions, renewats and amendments, Whal appears in the MMARS system will be considered the "official record' or "record copy" of fiscal
activities and will supersede peper or other formats of the same informalion, Therefore, the MMARS encumbrance musl match the terms of the
Contracl including Vendor Code, start and end dates and compensation, If a settlement is part of the Contract or Amendmen, include all
settlement amounts on the same MMARS encumbrance as the ContracUAmeadment, unless otherwise direcled by CTR
o MMARS encumbrances must be entered as soon as possible after ContracUAmendment execution to ensure funds are timely encumbered,
o
At leasl one commodity line with appropfiate corresponding accounting line is required for each budget tiscal year of the Contract,
o All supporting documentalion must be included in the Contract File, Departments must remember that MMARS is an accounting system, which is
used to accurately record and report on fiscal activities, Compliance responsibility remains at all times with the Department employees who
process documents to "Final" status, Since MMARS will track the UAID of the Department employee who approves documents, quality assurance
reviews will identify not only the documents that will be reviewed, but also the security identification (UAID) of the employee who approved the
MMARS transactions, Departments must be especially careful when modifying MMARS transactions (such as encumbrances) to support contract
extensions and amendments, specifically effective dates, It is improper for Departments to enler a modification to a MMARs transaction to reflecl
start and end dates that are not supported by Ihe underlying Contract documentation,
o MMARS changes/adjustments with no underlying Conlract changes do not require a Contract amendment. For fiscal changes with no underlying
Contract change that exceed the Department's MMARS lransaction processing limit, submit a CTR Transmiltal Form referencing the Doc Id of
the MMARS document and Indicaling the change required (Non-commodity contracts), For example, enter the Doc Id and "Rate Contract
Increase/Decrease" for Rate Contract increases and decreases in total obligations, For appropriation account changes (switching, adding or
deleting accounts) with no underlying contract change, enter Doc Id and "Appropriation Account Change",
Racoros Management - Procurement and Contract File.. In accordance with 815 CMR 10,00, the Department is the record keeper of the official
record copy of the Contract documents and the ContracVProcurement file, MMARS is the official record of the encumbrance and payment documents
and will supersede any paper copies of the same informalion, The ContractiProcurement file must contain, or refer to the location of, all documentation
related to the Procurement and resulting Contractls), A Department is responsible for retaining and archiving Contract records in accordance with the
statewide Records Ratention Schedule issued by the Secretary of State Records Conservation Board.
Public Information and Privacy Concerns. It is important to provide Contractors with remiitance information that will facilitate proper payment
applicalion to their receivables, When negotialing a Conlract, Departmenls should establish a mutually agreeable data slructure 10 communicate goods
delivered orservices rendered, Since these fields are a matter of public record, MMARS Doc IDs (encumbrances, payments, etc.), vendor invoice
numbers, contract numbers, check descriptions, and any comment fields MUST NOT contain personal information (such as individual's names, SSN
numbers, benk account numbers, date of birth, addresses etc,) or other Information that could jeopardize privacy or facilitate identity theft, MMARS
Doc IDs and key comment fields may be printed on checks, sent electronically as part of remittance advice, and will appear on VendorWeb (and may
be viewed related to public records requests), therefore care must be taken that Individual personal information is not usad,
CONTRACTOR CERTIFICATIONS AND LEGAL REFERENCES

By executing this Contract, the Contractor under the peins and penalties of perjury, makes all certifications required under the certifications listed below, and
has provided all required documentation and disclosures (identified below WITh an .~"), or shall provide any required documentation upon request, and the
Contractor agrees that all terms governing pertormance of this Contract and doing business in Massachusetts are attached to this Contract or incorporated
by reference herein, including in the following order of precedence: the terms of the applicable Commonwealth Terms and Conditions available at
www,mass,gov/osc under Guidance For Vendors· Forms or at www,mass,govlosd under OSD Forms, the terms of the Standard Contract Form and
attached Insfructions, the Request for Response (RFR) or solicitation (If applicable), the Contractor's response to the RFR or solicitation (if applicable), and
any additional non-conflicting negotiated provisions:
•
The Contractor is qualified and shall at all times remain qualified to perform this Contract; that partormance shall be timely and meal or exceed industry
standards, including obtaining requisite licenses, registrations, permits and resources for performance; and that the Contractor shall provide access to
records to state officials under Executive Order 195 and GL c, 11, s,12: and the Contractor certifies that the Contractor and any of its subcontractors
are not currently debarred or suspended by the federal or state government under any law or regulation including, Executive Order 147; G,t c, 29, s,
29F and GL c, 152, s, 25C;
•
The Contractor shall comply with the terms of the Request for Response (RFR) or solicitation for this Contract, if applicable; and any additional
negotiated provisions for this Contract, Including the RFR - Required Specifications if an RFR was done for this Contract, which are incorporated by
reference herein if not already included as part of the Request for Rasponse under 801 CMR 21.00' or for any other procurement;
STANDARD CONTRACT FORM (Issued 618120(7) Page 8 of 10

"W,'<

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
The Contractor shall comply with all appllable state laws and regulations Including Massachusetts General Laws: Official Code of Massachusetts
Regulations; Pariial CMR Listing; 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 Constilulion AIIicle XVIII if applicable,
•
The Contractor agrees to the tenms for "Effective Date' and "Payments' and any terms under the Instructions of this Contract or Amendment. The
Contractor certifies that there is no authorization to deliver perlonmance for which compensation is SOUllhl under this Contract or Amendment (even if
requested by the Departmenl or any other Commonwealth rapresentative) prior to the effective date and that any oral or wotten representations,
commitments or assurances made by the Department or any other Commonwealth representative are not binding and a Department may not back-date
this Contract or Amendment In order to cover the delivery of pertormance prior to the Effective date. The Commonwealth has no legal obligation to
compensate a Contractor for periormance that Is not requested and Is intentionally delivered by the Contractor outside the scope of a Contract or
Amendment.
•
The Contractor certifies Tax Compliance with Federal tax laws; State tax laws including G.L. c, 62C, G.L. c, 62C, s. 49A (the Contractor has compiled
with all laws of the commonwealth relating to taxes, reporting of employees and contractors, and withholding and remitting of child support and is in
good standing with respect to all returns due and taxes payable to the commissioner of revenue); reporting of employees and contractors under GL c.
g withholding and remitting child support including GL c. l19A s. 12;
The Contractor certifies it has not been in bankruptcy andlor receivership within the last three calendar years; and the Contractor certifies that it will
Immediately notify the Department in writing if there is any risk to the solvency of the Contractor that may impact the Contractors ability to timely fulfill the
terms of this Contract or Amendment.
The Contractor shall affirmatively disclose the details of any pertinent judgment, criminal convlcUon, Investigation or litigation pending against the
Contractor or any of its officers, directors, employees, agents, or subcontractors of which the Contractor has knowledge, or leams 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. Contractors must affirmatively disclose any potential struclural change in its
organizatl<ln at least 45 days prior to the change.
•
Corporations, If Incorporated, the Contractor certifies that it has identified the Contractors state of incorporation, and the Contractor certifies
compliance with all filing requirements of both the Incorporating state and the Massachusetts Secretary of State. If the Contractor is a foreign
corporation, the Contractor certifies compliance with all requirements for certlflC8tion, reporting, filing of documents and service of process,
•
Filing of required certificates and reports. The Contractor certifies compliance with filing requirements for the Secretary of the Commonweallh and
Office of the Aftorney General or other Departments as related to Its conduct of business In the Commonweatth;
•
Employer regulrements, If an employer, the Contractor certifies compliance with aprJlcable state and federal employment laws or regliations,
including but not Umited to minimum wages and prevailing wage programs and payments: unemplovment 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, 5,s, 1 (Prevailing Wages for Printing and Distribution of Public Documents); G.L. c. ISlA
(Employment and Training); G, L, c. 1518 (Untawful Discrimination); GL c, 151E(Business Discrimination); GL q. 152 (Workers' Compensation); GL
c, 153 (Liability for Injuries); 29 USC c, 8 (Federal Fair Labor Standards); 29 USC c. 28 (Federal Family and Medical Leave Acl: AGO Consumers and
Civil Rights:
•
Federal And State Laws And Regulations Prohibiting DiscrimInatIon including but not limited to the Americans with Disabilities Act,; 42 U, S, C Sec.
12,101, et seg., Disabllitv Law Resources; the Rehabilitation Act, 29 USC c. 16 s. 794: 29 USC c, 16. s, 701; 29 USC c, 14,623: fhe 42 USC c, 45;
(Federal Fair Housing Act); G, 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 G.L c. 272 s. 98A; the Massachusetts Constitution Article CXIV and G.L. c, 93, s, 103; 47 USC c. 5, sc, II, Part 1/, s.
255 (Telecommunication Act; Chapter 149, Section 105D, GL c, 15te. GL c. 272, SecUon 92A, Saction 98 and Secuon 98A, and G.L, c. 111,
Section tWA, and Massachusefis Disability-Based Non-Discrimination Standards For Executive Branch Entifies, and related Standards and Guidance,
authofized under Massachuseffs Exacutive Order 478 or any disability-based protection arising from state or federal law or precedenf. See also MCAD
and MCAD links and Resources:
• . Northern Irefand Certification. Pursuant to GL c. s. 22C for state agencies, state authorities, the House of Representatives or the state Senate,
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 employees
ten or more employees In an office or other facility located in Northem Ireland the Contractor certifies that It does not discriminate in employment,
compensa"on, or the terms, conditions and plivileges 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
manutacture, 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.
•
Execu!lve Orders. For covered Executive state Departments, the Contractor certifies compliance with applicable Massachusetts Execul;ve Orders (igr
most recent, see Governor's Executive Orders) including but not limited to:
• ExecuUv. Order 481. Prohibiting the Use of Undocumented Workers on State Contracts. For all state agenCies in the Executive Branch, Including
~I executive offces, boards, commissions, agencies, Departments, divisions, councils, bureaus, and offices, now existing and hereafter established
the Contractor cerlilies under the pains and pamalties of perjury they shall not knowingly use undocumented workers In connection with the
perlormance of Contracts; illat, pursuant to federal requirements, they shall verify the Immigration status of all workers assigned to Contract without
engaging in unlawful discrimination; and that they shall not knowingly or recklessly aller, falsify, or accept altered or falsified documents from any
such worker. The Contractor understands and agrees that breach of any of these terms during the period of a Contract may be regarded as a
material breach, subjecting Contractor to sanctions, Including but not limited to monetary penalies, wlthhofding of payments, contracl suspension or
termination.
• Executive Order 478. Non-dlsorimlnation. Diversity. Egual Opportunity, and Affirmative Action. And Executive Order 390, Establishing an
Affirmative Market Program In Public Contracting. The Contractor and any subcontracfors may not engage In discriminatory employment practices;
•

-+

-+

r

STANDARD CONTRACT FORM (Issued 61812007) Page 9 of 10

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
and the Contractor certifies that they are in compliance with all applicable federal and state laws, rules, and regulations governing fair labor and
employment practices; and committing 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, the Operational Services Division, andlor the Massachusetts Commission Against Discrimination. Any breach shall be regarded
as a matenal breach of Contract that may subject Contractor to appropnate sancions.
• Executive Order 130. Anti·Boycott. The Contractor warrants, represents and agrees that dunng the time this Contrael is in effect, nellher il nor any
affiliated company, as hereafter defined, participates in or cooperates with an international boycott, as defined in Section 999(b) (3)and (4) of the
Internal Revenue Code of 1954, as amended, or engages in conduct declared to be unlawful by Section 2 of Chapter 151 E, Massachusetts General
Laws. ff there shall be a breach in the warranty, representation, and agreement conlalned in this paragraph, then 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 Contraclor or by a person or persons or business entity or
entities direciy or indirectly owning alleast 51% of the ownership interests of the Contractor, or which directly or indirectly owns at least 51% of the
ownership interests of the Contraclor.
• Executive Order 346. Hiring of State Employees By Slate Conlractors Contraelor ceriifies compliance with both the confiict of interesllaw G.L. c.
268A specifically s. 5 (fl and this order; and includes limitations regarding the hiring of state employees by private companies centracling wilh the
Commonwealth. A privatization contracl shall be deemed to include a spednc prohibition against the hiring al any time during the term of Contract,
and for any position in the Contraclo~s cempany, 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 Contracl, the decision 10 award the Contract, andlor the supervision or oversight of perforrnance under
the Contrael.
• Executive Order 444. Diselosure of Family Relationships With Other State Employees. Each person applying for employment wilhln the Executive
Branch under the Govemor must disclose in writing, upon such application, the names of all immediate family as well as persons related to
immediale family by marriage who serve as employees or eleeled officials of Ihe Gommonweatth. All disclosures made by applicants hired by the
Executive Branch under the Govemor shall be made available for publiC Inspection to the extent perrnissible by law by the official with whom such
disclosure has been filed. (This section applies to Contracl Employees.)
.+Consultant Conlractor Certifications. (For Consultant Contracts "HH' and 'N01-N14' and "U05" object codes). Contractors may make required
disclosures as part of the RFR Response, by attachment or may use Ihe Consultant Contmetor Mandatorv Submission Form:
•
+Disclosure of Additional Income. Pursuant to the provisions of M.G.L. c. 29, s. 29A, Ihe Contractor shall affirmatively disclose any cenlracts,
granls or other Income due from entities other Ihan Commonweatih state Departments (including any political subdivision or public authorily)
during the penod of a Contrac!. For slale deparlmenls, the Department can identify all obligations and payments made through MMARS through
a query or through Vendor Web using the Contracto~s listed Vendor Code.
•
+Disclosure of Persons with Financiallnlerest (olber Ihan the Contractor). Pursuant to the provisions of M.G.L. c. 29, s. 29A and c. 7A, s.
6, the Contractor shall affirmatively disclose all individuats (other than the Contractor) who have a financial interesl of more than one percent (1%)
interest in the capital slock of the Contractor. If no disclosure is made, Contraclor is certifying thaI this secffon is not applicable.
•
+ Key Personnel. The Contractor shall identify all key personnel assigned to the perforrnance of this Contract, in addition to the Contract
Manager. Key personnel may not be changed wilhout prior wrillen approval of the Department.
• Anti·lobbying Requirements. The Contraelor ceriifies compliance with federal anti·lobbying requirementsjncluding 31 USC 1352; other federal
requirements when receiving federal funds; Execulive Otder.11246; Air Pollu«on Aot; federal Water Pollution Conlrol Acl.

STANDARD CONTRACT FORM (Issued 61812007) Page 10 of 10

SECOND AMENDMENT TO
CONTRACT FOR A SECURE INMATE CALliNG SYSTEM AND RELATED
SERVICES
DOC FILE NO. 1000"PHONE2006

THIS SECOND AMENDMENT TO CONTRACT FOR A SECURE INMATE
CALlING...sYSTEM AND RELATED SE.RVICES DOC File No.1 000-Phone2006,
dated
,2009, ("Second Amendment"), amends. and
revises that certain Contract between the Massachusetts Department of
Correction, with an address at 50 Maple Street, Suite 3, Milford, MA 01717 ("MA
DOC") and Global Tel*Unk Corporation, a Delaware corporation, having its
principle place of business at 2609 Cameron Street, Mobile, AL 36607 ("GTL").

Gclc\.v......-.

MA DOC and GTL hereby agree to amend and revise the Contract as
follows:
Section 5.13.7.1 in Amendment #1 is amended to replace subsection A
with:
A. Commission: The MA DOC adjusted commission rate for inmate debit
calling, both domestic and intemational shall be 18.5% of gross billable
inmate debit revenue. The MA DOC adjusted commission rate for .
collect calls & Advance Pay collect calls is 33.5%. These adjustments
in commission rates will commence on the November, 2009 billing
cycle.
Subsection B is replaced with:
B. Call Rate-Domestic shall be in accordance with Attachment A.

Section 2.20 is amended to include the statement:
"Pursuant to the exercise of the first of three one (1) year renewal options,
the current expiration date of the Contract shall be March 2, 2011."
All other terms and conditions of the Standard Contract between GTL and
the DOC remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have duly executed this Amendment as of the date first written above, which is
entered by the second party to sign.
Global Tel'Link Corporation

By: -:--=-----=--.,.,-.,-:.,..-_ _ _ _ _ __
Jeffrey B. Haidinger
President, Services

Massachusetts Department of Corrections

By: ---::-:---:-:_ _ _ _ __
Peter Macchi.
Director Administrative Services
Division

ATTACHMENT A

Inmate Domestic Debit and Collect Calling Rates
Massachusetts Department of Corrections
Effective November, 2009 Billing Cycle

MASSACHUSETTS DEPARTMENT OF CORRECTION
INMATE CALLING RATES FOR SECURE INMATE CALLING SYSTEM
CALLS WITHIN MASSACHUSETTS

Collect & Advance Pay
Collect
Pre-Paid Debit

$.86 per call surcharge + $.10 per
minute
$.65 per call surcharge + $.075 per
minute

Cost of 20 Minute Call

$2.86
$2.15

CALLS OUTSIPE OF MASSACHUSETTS

Collect & Advance Pay
Collect
Pre-Paid Debit

$1.95 per call surcharge + $.45 per
minute
$1.46 per call surcharge + $.34 per
minute

$10.95
$8.26

COMMONWEALTH OF MASSACHUSETTS
CONTRACTOR AUTHORIZED SIGNATORY LISTING
CONTRACTOR LEGAL NAME:
CONTRACTOR VENDOR/CUSTOMER CODE:

Issued May
2004
~

\9

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 anthority to sign contracts on behalf of the Contractor, or proof
of authenticity of signatnre (a notarized signatnre that the Department can use to verifY that the signatnre and
date that appear on the Contract or other legal document was actnally 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 chailenging the exivtence of a vaiid Contract due to an alleged lack of actual authority to
execate 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 infonnation that you do not waut 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 aud 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 wbenever the authorized signatories above retire, are otherwise tennmated from the Contractor's
employ, have their responsibilities changed resulting in their no longer being authorized to sign contracts with
the Commonwealtll or whenever new signatories are designated.

Date:
Signature
Title:

Telephone:

Fax:

Email:
[Listing can not be accepted without all of this illfonnation completed.]

A copy of this listing must be attached to the "record copy" of a contract filed with the departruent.

Issued May

COMMONWEALTH OF MASSACHUSETTS

2004

CONTRACTOR AUTHORIZED SIGNATORY LISTING
CONTRACTORLEGALNAME:
CONTRACTOR VENDOR/CUSTOMER CODE:

PROOF OF AUTHENTICATION OF SIGNATURE
This page is optional and is available for a department to authenticate contract signatures.
It is recommended that Departments obtain authentication of signature for the signatory
who submits the Coutractor Authorized Listing.
This Section MUST b. completed by the Contractor Authorized Signatory in presence of notary.
Signatory's fuUlegal name (print or type):
Title:

x.____as it will appear on contract or other document (Complete only in presence of notary):
~_=------------~~--~--~~~Signature
AUTHENTICATED BY NOTARY OR CORPORATE CLERK (PICK ONLY ONE) AS FOLLOWS:

I,
(NOTARY) as a notary public certifY that 1 witnessed
the signature oflhe aforementioned signatory above and I verified lhe individual's identity on lhis date:

________________~,20 _____
My commission expil"es on:
AFFIX NOTARY SEAL

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

________~________, 20 _____'

AFFIX CORPORATE SEAL

EXECUTIVE ORDER 504 CONTRACTOR CERTIFICATION FORM
Effective January 1, 2009, Executive Order 504 establishes new requirements designed to adopt and
implement the maximum feasible measures reasonably needed to ensure the security, confidentiality and
integrity of personal infOrmation, as defined in MG.l. c. 93H and personal data, as defined in M.G.L. c. 66A,
maintained by state agencies (herein collectively "personal infOrmation").

This requirement only pertains to

contracts that require the Contractors access to personal information owned or controlled by the contracting
agency and systems that contain such data. The Executive Order applies to 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.

In order to comply with the contractor certification reqUirements of Executive Order 504, agencies must
require that all vendors executing contracts on or after January 1, 2009 certify compliance with applicable
security measures. The Commonwealth's Standard Contrsct Fonm and Instructions will be amended to
include certification of compliance; however, until such time as the Standard Contract Form has been
amended, agencies that are subject to Executive Order 504 can comply with this obligation by having
vendors entering into any new agreements execute the separate certification form attached. The
instructions below provide guidance conceming how to comply with the certification requirements of
Executive Order 504.

1. For procuremenls that use the Standard Contract Form:
a. Until the revised Standard Contract form is issued, ilthe RFQ or RFR was posted on or before January

1,2009, but the contract will not have been executed as of January 1,2009, then vendors contracting with
agencies must execute the separate Executive Order 504 Contractor Certification Form attached hereto as
Exhibit A for all new contracts.

b. Once the Commonwealth's Standard Contract Form has been amended, agencies will be in compliance
with the certification requirements of Executive Order 504 by having vendors execute the Standard Contract
Form as part of the bidder's response to an RFR or RFQ.

2. After January 1, 2009, in any instances where the agency is not using the Commonwealth's Standard
Contract Form, the agency must have all vendors execute a separate Executive Order 504 Certification
Form, which will be available on OSD's website under "OSD Forms"

3. After January 1, 2009, Departments executing contract amendments or renewals with existing vendors
are encouraged to request execution of a separate Executive Order 504 Contractor Certification Form by
those vendorS if the vendor has not executed the new version of the Standard Contrsct Form containing the
Executive Order 504 certifications.

Issued 1/1/09

Executive Order 504 Contractor Certification Form

BIDDER/CONTRACTOR LEGAL NAME:
BIDDER/CONTRACTOR VENDOR/CUSTOMER CODE:

Executive Order 504: For all Contracts Involving the Contractor's access to personal information, as
defined in M.G.L. c. 93H, and personal data, as defined in M.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 penelties 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 of Massachusetts Information Technology
Division's Security Policies available at www.mass.govIlTD under Policies and Standards.

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 (,Security Policies") available at
www.mass.govIlTD under Policies and Standards;

(2) communicate and enforce the contracting agency's ISP and such Security Policies against all employees
(whether such employees are direct or contracted) arid subcontractors;
(3) 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;
(4) 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 ofthesa terms may be regarded as a material breach of this Contract;

(5) in the event of any unauthorized access, destruction, use, modif1cation, 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)

Issued 111109

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 Commonweatlh
may exercise any and all contractual rights and remedies, including without limitation indemnification under
Section 11 of the Commonwealth's Tenms 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 M.G.L. c. 93H and under M.G.L. c. 214, § 3B for
violations under M.G,L. c. 66A.

Bidder/Contractor Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _~
Bidder/Contractor Authorized Signature; _ _ _ _ _ _ _ _ _ _ _ _ _ _ _~
Print Name and Title of Authorized Signatory; _ _ _ _ _ _ _ _ _ _ _ _ _ _ _~
Date: _ _ _ _ _ _ _ _ _ _ _

~

This Certification may be signed once and photocopied to be attached to any Commonwealth Contract thai
does not already contain this Certification Language and shall be interpreted to be incorporated by reference
into any applicable contract subject to Executive Order 504.for this Contractor.

Issued 111109

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
This form, to be used for New Contracts and Contract Amendments/Renewals, is joinUy issued and published by the Executive Office for Administration and Finance

fMJf.1, the OffICe of the Comptroller (erR! and the Operational Services Division (OSD) for use by all Commonwealth Departments. Any changes 10 the official printed
language of this form shall be void. Additional non-conflicting teRM may be added by Attachment. Contractors should only complete sections marked with a
u.,." For Instructions and hyperlinks (italics), please view this form at www.mass.qov/oscunderGuidanceForVendors "Forms or at www.mass.qovlosdunderOSDForms.

-+ Contractor Legal Name (and dlbfa): Global TeJ*Unk CQrporation

Department MMARS Aloha Code and Name: DOC Department of Correction

+LegalAddress (/rom W·9): 12021 Sunset Hills Road Suile, 100 Reston, VA 20190

Business MailinqAddress. 50 Maple Street, Suite 3 Milford, MA 01757-3698

-+ Payment Remittance Addrass (from W-9}:
+Contrsct Manaaer: Jeffrey B. Haidln~er, President SelVices
~ E-Mail Add,.ss: Jhaldl;ger@gtl.net
Phone: 703-955·3889

Billing Address (if different):

~

Fax: 508-422-3383

Contract MBnaaer: Kyra Sliva, Diredor. Administrative Services Division

f+
~

Fax: 708-435'{)980

~ State of incofDoration

E-Mail Address:KLS.va@doc.Slate.ma.usIPhone: 508-422·3444

ITY:

('If a corporation) or"N/A~: Delaware

J ITY:

MMARS Do,IDIsl:

+ Vendor Code:

RFRlPfO,urement or Olher ID Number(ff applicable): 1000·PHONE2006

Account(s} Funding Con/raCt

MMARS Object Code:

NEW CONTRACT

CONTRACTAMENDMENYRENEWAL

COMPENSATION (Che'k only one):
_ Total Maximum Obflqation of this Contract $ :-:-_:-:--:
Rate Contract (Attach detaffs of rate(s) units and any calculations):

The follOwing COMMONWEALTH TERMS AND CONDITIONS lor this Contract
has been executed and filed with eTR (Check only one):
_ Commonwealth Tenns And Conditions
_Commonwealth Terms And Condltlons For Human And Social Services
PROCUREMENT OR EXCEPTION TYPE {Check one option on/jiJ:
_ Single Department Procurement/Single Department User Contract
_ Single Department Procurement/Multiple Department User Contract
_ Multiple Department ProcurementfUmileci Department User Contract
_ Statewide Contract (OSD or an OSD-desrgnated Department)
_Grant (as defined by 815 CMR 2.00)
_ Emergency Contract (attach justification)
_ Contract Employee (Complete Employment S!ritus Form}
_ coUective Purcnase (attach OSD approval)
_ Legislative/Lega! Exemption (attach authorizing language)
_ Other (Spedfy and attach doCtlmenlation):

b)

cJ
~

Amendment Amount (''+'' or it.,,): $,;;-;:===;,;-.

NEW TOTAL CONTRACT MAXIMUM OBLIGATIOII: $ _ _ __

Rate Changes to Rate Contract

OTHER: (Check option, explaln under "Brief Descripiion" below, and attach documentation.)
_Amend Duration Only (No Compensation or Performance Change)
_ Amend Scope of SeMces/Performance On~ (no budget Impact)
_{nterlm Contract (Temporary Extension to complete new Procurement)
1S. Other: (Describe Details and Attach documentation):

Con'' '

• (En"~' De.
Obligations may begin. Review Certification far Effel)tilfe Date Below prior to entry.)

ANTICIPATED START DATE:

ENTER CURRENT CONTRACT START and END OATES (prior to amendment)
Current Start Date: March 3. 2006 . Current End Date: March 2. 2011.
COMPENSATION! (Check Either, 'No Compensation: Change": "Maximum Obligation" or "Rate
change". ATTACH Amended SCOpe and Budgatto support Amendment.)
_ NO Compensation Change (Skip to "OTHER" section below and select change)
_ Redistnbute Budget Line Items (No Maximum ObliganOfl Change)
_ Maximum Obligation Change.
a} CurrentTotal Contract Maximum Obligation: $-;--;-:-;--(Totar Contracf Max.im~m Obligation, including aft prior amendmems).

CONTRACT END DATE:

ANTICIPATED START DATE: October 1, 2916
• tEnter ilie Date Amendment
Obligations may begin. Review Certification for Effective Date Below prior 10 entry.}
NEW CONTRACT END DATE: March 2. 2012

-+PROMPT PAYMENT DISCOUNTS. Contractor has agreed to the following Prompt Pay Discounts for the listed Payment Issue Oates. See Prompt Payment Discount Policv:
_ % Within 10 Days_ % Within 150a%_ % Within 20 Days _ % Within 30 Days OR. Cheek offihe following If:
Contractor either claims hardship, or chooses not to provide PPO, or compensation is not subject to prompt pay discounts (grants. non-commodity or non-service compensation}
BRIEF DESCRIPTION OF CONmACT PERFORMANCE DR REASON FOR AMENDMENT (Reference fo effe,hments Is Insum,IenQ:
Adjust Commission and Calling Rate per Third Amendment and Attachment A effective October 2010 billing cycle.
Exercise second year option to renew to expiration date of March 2, 2012..

CERTIRCATIONS: Notwithstanding verbal or other representations by the parties, or an earlier Start date listed above, the "Effective Date" of this Contract or Amendment shall
be the latest date this Contract or Amendment has been executed by an authorized signatory of the Contractor, the Department, a later Contract or Amendment Start Date
specified above, or the date of any required approvals. By executing this Contract'Amendment. the Contractor makes, under !he pains and penalties of peDury, all certifications
required under the attached Contractor Certifications, and has provided all required documentation noted willi a • rt, or shall provide any required documentation upon request, and
the Contractor agrees that all terms governing penDmlance of this Contract and doing business in Massachusetts are attached or incorporated by reference herein, incfuding the terms
of the applicable Commonwealth Terms and Conditions available at www.mass·aov/oscunder Guidance For Vendors - Forms or at www·mass.gov/osd under OSD Fonns, the!enns
of the attached Instructions, the Request for Response (RFR). solicitatiOn (if applicable) or other authorization. the Contractors response to the RFR or solicitation (If applicable}, and
any additional negotiated performance or budget provlsrons. The terms of this Contractsnall sUlVive its termination for the purpose of resolving any claim, dispute or other Contract
action, or for effectuanng any negolated represenlanOfl' and warrannes. THE PARTIES HEREBY ALSO CERTIFY THAT (Check one opUon only);
1.
~the Contractor has NOT incurred any obligations triggering a payment obHgaVon for dates /ldQ[to 'the Effective Date of this Contract or Amendment; OR
2.
_ any obligations incurred by the Contractor mJQrto the Effective Date of this Contract or Amendment (for which a payment obligation has been triggered) are intended to be
part of this ContractfAmendment and shall be considered a final Settlement and Release of these obligations which are incorporated herein, and upon payment of these
obligations, the Contractor forever releases the Commonwealth from any further claims reta.ted to these obligations.
AUTHORlZtNG SIGNioTlIRE FOR THE COl JRACTOR:
f)
AUTHORIZING StGNAT~_FOR THE DEP.RTMENT:

-+

+X;

+
+

~ ~~, ~ q I Ito.

(Signature an Mte Must Be
Print Name: JEFFREY B. HAIDINGER.
Print Tiae: PRESIDENr.SERVlCE.

At T"

of Signa re)'

x;

~ tlhY/
LJtf/..-

.

Date;

~y. (SignatUre and Ome Mus1 Be Handwritten At T1me I.1f Signature)

Print Name: KYRA SILVA
Print Title; DIRECTOR. ADMINISTRATIVE SERVICES DIVISION.

(Issued 61812007) Pege 1 ,,1.

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
INSTRUCTIONS
The following instructions to the Standard Contract Form are provided to assist both Contractors and Commonwealth Departments with the interpretation
and completion of the Standard Contract Form. These Instructions, including policies, procedures and legal references, are incorporated by reference into
the Standard Contract Form. The Standard Contract Form is the bOilerplate contract used by the Commonwealth for commodity and service Contracts,
Grants and any other agreements Inr which another standard boiferplate is not already prescribed by statute, regulation or policy.
The Standard Contract Form is not a stand alone contract document but is used as the key document that incorporates the various documents that make
up a Commonwealth Contract, which Include in the hierarchy of precedence: (1) the applicable Commonwealth Terms and CoodJlions or the Commonwealth
Terms and CoMinons for Human and Social SelVices (T&C) (2) this Standard Contract Form, (3) a Request for Response (RFR), other procurement
solicitation document, or procurement exception supporting documentation, (4) the Contractors response to the RFR or other solicitation, or scope of
performance and budget for procurement exceplions, and (5) any other non-conflicting negotiated terms and condaions and attachments. Departments may
not sign Vendor Contracts but may attach copies of the Contracts, with appropriate redaction of conflicting terms. A Contractor may not condition execution
of the Standard Contract Form or the applicable T&C on the Department's signing the Contractor's contract or other contractual form, invoice, or other
documents with additional or conflicting contractual terms. Any of these attached tenns or documents shall be superseded by the documents in the order of
precadence listed above.
Note: Any changes to the official printed language afthis form shall be void. This form is designed to have data electronically added, ratltertltan
manually compleled and lable boxes will expand 10 accommodate text that is required to be added. Departments and Contractors may not alter
the format or add fields to the form, The Department and a Contractor may negotiate by allachment, any additional language which clarifies Iheir
understanding of, but does not change, tlte language of tlte applicable Commonwealth Terms and CoodiUons and this Standard Contract Form.
Glattficafions may fill in the gaps and 'spell-out" the understanding of the Department and the Contractor regarding their respective contract responsibilities.
Clarifications may not be used to have the effect of negating, modifying, or replacing language in the applicable Commonwealth Terms and CORdmons or
this Standard Contract Form. For example, the following are acceptable additional terms: prior written notice periods, types of reports and timing of
submission, details of delivery or acceptance of pertormance, records storage requirements, identffying what items are considered "deliverables" and what
items are 'contractor materials" that are already copyrighted or owned prior to the Contract, and are being used 10 complete performance. Ownership can not
be conveyed after performance if the Commonwealth has paid for development of a deliverable with just compensation.
Contract Should b. Sent and Reviewed Electronically. The Standard Contract Form Is designed to be used electronically and should be reviewed by
Contractors online to ensure access to hyperlinked references. Departments completing the Slandard Contract Form for execution should enter the
information electronically end send the form electronically to the Contractor to ensure timely complelion and execution.
Links to polici••, procedures and legal references. Text that appears italicized and underlined in the Standard Contract Form indicates a "hypertink"
that will link you to ar Internet or bookmarked site for the particular reference being cited. Pressing the "Air and "F9" keys while in the Microsoft® Word
version of this document will display the full text of hypertinks which can be copied and pasted or typed into your Internet browser address field If you can not
connect diractly tothe Intemel by cflcking on a hyperlink. Hyperlinks to legal requirements such as statutes and regulations are links to unofficial versions of
these documents. While reasonable efforts have been made to assure the accurecy of the data provided, Departments and Contractors should consult with
their legal counsel to ensure compliance with all legal requirement,. Using the Web Toolbar will make navigation between the form and the hypertinks
easier. Please not. tltal not all applicabl. laws have been cited In this documenL Instructions and hyper/inks may be added or changed without
notice, so please periodically check this document at: www,mass.govloscunder Guidance For Vendors ~ Forms or at www.mass.qovlosdunder OSD
Forms for updat..,

A Department is NOT responsible for providing a peper copy of the Standard Contract Form Instructions to Bidders or Contractors. The Standard
Contract Form Instructions are incorporated by reference into the Standard Contract Form and do not have to be fried with the completed Contract
documents. Departments and Contractors are responsible for reviewing tit. Standard Contract Form electronically online including the
Instruction. and hyperflnks.
Contractor Name tand diblal: Enter the full legal name of the Contractors business as it appears on the Contractor's W-9 Form and the applicable
Commonwealth Terms and Conartions. If Contractor also has a 'doing business as" (d/b/a) name, both the legal name and the 'd/bla" name must appear in
this section. Changes to the Cortractors Legal Name without a major stroctural change (such as a merger or consolidation) will require an updated W-g and
Commonwealth Terms ard Conditions signed by an Authorized Signatory of the Contractor and filed with CTR. The Department should update the Contract
and aitachments either at the time of the name change, or when the Contract is nexl amended. The Department is required to make the necessary changes
using a VCM for the VCUST table to update the Contractor's Vendor Coda.
Coniractor legal Address: Enter the Legal Address of the Contractor which matches the W-9 filed for this Contractor where all tax reporting fonns will be
sent. This address must match the legal address the Contractor has on file with the Internal Revenue Service (IRS) and the Department of Revenue (DOR)
and must match the 1099 information for the Vendor Code listed for this Contract. Updates to the Legal Address without a major structural change to the
Contractor (such as a buyout, merger, or other change) requires an updated W-9 from an Authorzed Signatory of the Contractor, but does not require other
contract document changes. The Department is required to make the necessary changes using a VCM for the VCUST table to update the Master and Legal
Addresses for the Contractor's Vendor Code.
Contractor Payment Remillance Address: Also enter the "Remittance Address" if payments are to be mailed to a separate mailing address, which much
match the remittance address on the W-9 submitted by the Contractor. Unless otherwise specified in the Contract, legal notice sent or received by the
Contractors Contract Manager (with confirmation of actual receipt) through the listed address, fax number(s) or electronic mail address will meal any
requirements for written notica under the Contract. Updates to the Remittance Addresses require an updated W-9 from an Authonzed Signatory of the

STANDARD CDNTRACT FORM (Issued 618/2007) Page 1 of 10

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
Contrador, but do not require other contract document changes. The Department is required to make the necessary changes using a VCM for the
VCUST table to update the Master and Legal Addresses for the Contractors Vendor Code.
e
Contractor Malor Structural Change. The Contrador is required to provide the Department wilh a minimum of 45 days written advance nolice of any
planned or potential structural change (merger, buyout, acquisition, consolidation). Contract pertormance may not be automatically assigned to Ihe new
entity (since Ihe underlying procurement may be affected) and the Contractor may be required to negotiate continued pertormance and execule a
Contractor Change in ldentitv Form in lieu of a Standard Contract Form. See the Amendments Suspensions and Termination Policv for additionat
information.
Contractor Contract Manager: Identify Ihe authorized Contract Manager who will be responsible for managing the Contrac!. The Contract Manager should
be an Authorized Signatory or, at a minimum, a person deSignated by the Contraclor to represent the Contractor, receive legal notices and negotiate ongoing
contrad issues. The Contract Manager is considered "Key Personnel" and may not be changed without the plior approval of the Department. Notiee of a
change of Contract Manager may be sent in writing by letter, e-mail, or fax to the Department Contract Manager and does nol require a formal Amendment.
ffthe Contract is listed on Comm-PASS, the Contract Manager should be listed in the Vendor Section.
Contractor Phone/FaxlTTY/E·Mail Address: Identify the phone, fax and TTYITTD number(s) and electronic mail (e-mail) address of the Contrad Manager.
The Contractor is required to ensure that this information is kept current to ensure that the Department can contact the Contrador and provide any notice
under the Contract Unless othelWise specifted 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 tne Contract. Notice of a Change of
this informalion may be sent in writing, bye-mall or fax to the Department Contract Maneger and does not require a format Amendment If the Contract is
listed on Comm-PASS, the Contract Manager Information should be listed in the Vendor Section.

Stat. of Incorporation: If Contractor is a corporation, enter the state in which tne Contractor is incorporated. If the Contractor is not a corporation enter
"N/A":
Contractor Vendor Code: Enter the state accounting system Vendor Code (also known as the Vendor Customer Number) assigned by the Commonweatth.
If a Vendor Code has not been assigned, leave this space blank and the Department wil complete this sadion when a Vendor Code has been assigned.
The Department must ensure that the Contradors Vendor Code matches the Vendor Code created on the state accounting system MMARS VCUST table. If
the Contractor has a Vendor Code with multiple payment remittance addresses (see Ihe MMARS VEND file), the Department must venfy the correct Vendor
Code with the Contractor to ensure timely and property directed payments. See Vendor/Customer Policv. The Contractors failure to verify the correct
Vendor Code will waive the Departmenrs liability for late peyment interest for payments sent to the incorrad remittarce address. A change in Vendor Code
is usually considered a Significant Contract Amendment (unless the change involves no major structural change and the underlying procurement is not
affected). Changes in Vendor Codes which result in change of Contractors are reslricted (see major structural change).
MMARS Oblect Code: MMARS is the Massachuseffe Management and Accounting Reporting System. This field is entered by the Department and should
identify the MMARS Object Code(s) from the Expenditure Ciassificaffon Handbook that represent the type of expenditures for this Contract, and is used to
match with the MMARS encumbrance transaction. The object code may be changed by the Department without aformal amendment.
Department MMARS Alpha Code and Name: Enter the MMARS Department Alpha code assigned to this Department and the full legal Department name,
which must be a Department recognized in the MMARS state accounting system with a three 131 letter MMARS Code. A Division within a recognized
MMARS Department may not sign contracts or make other obligations, but must have contracts and other obligations signed under the Department
recognized in MMARS.
Department Contract Manager: Identify the authorized Contract Manager who will be responsible for managing the Contract. The Contract Manager should
be an authorized Signatory or, at a minimum, an employee designated by the Department to represent the Department to receive legal notices and negotiate
ongoing contract issues. Notice of a proposed change of a Contract Manager may be sent in writing by letier, e.mall or fax to the Contractors Contract
Manager (with confirmation of actual receipt) and does not require a formal Amendment.
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
numbe~s) or electronic mail address for the Contract Marager will meet any requirements for wotien notice under the Contract.
Department Billing Address:. Enter the Billing Address if invoices must be sent to a different location. Billing or confirmation of delivery of penormanee
issues should be resolved through the listed Contract Managers.
eepartment PhonelFaxlTTYlE-Mail Addr.ss: Identify the phone, fax and TTYITTO number(s) and electronic mail (e-mail) address for the Contract
Manager. Unless otherwise specified in the Contract, legal notice sent or received by the Contract Manager (wilh 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 DocumenllD: Enter the state accounting system (MMARS) encumbrance trarsaction number associated with this Contract. The same MMARS
Document 10 should be used as a reference number on all transactions, documentation or other correspondence related to the Contract for audit, Quality
Assurance and Records Management purposes. This information car be entered after the Contract is executed. If more than one 10 has been used for this
Contract or Amendment, identify all that apply. This information must be completed for all contracts and amendments, For Statewide Contracts, OSD
may enter the Comm-PASS ID in ad@ion to the MMARS doc id.
Request for Response tRFRlIProcuremenl Reference number or other Contract Identifier. Enter the referance number of the RFR or other
Procurement Number for this Contracl or Amendment (even if you are using an RFR tnat was issued by another Department). If the RFR was posted on
Comm-PASS, use RFR Relerence Number as posted. Wan RFR was not used, enter Contract No. or other reference number. If none, indicate "NIA". This
information is necessary for Audit, Quality Assurance and Records Management purposes.
.ACCO"ntts) Funding Contract: Enter Ihe accounl(s) funding tne Contract. This information can be entered afier the Cootract is executed. If more than one
10 has been used for this Contract or Amendment, identify all that apply. This Information must be completed lor all contracts and amendment•.
STANDARD CONTRACT FORM (Issued 61812007) Page 2 of 10

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
Funding accounts may change during the Iile of Contract Please note that accounts with earmark language that provide a procurement exception may
not be replaced in whole or in part with a different funding account (that does not have earmarked or procurement exception language) unless a
prOClJrement process or excepllon is supported under the new funding account. Earmark or procurement exception authOrization in one account is not
transferable to another funding source.
CONTRACT TYPE: The Department must select one of two options to indicate whether this is a "NEW CONTRACT" or a "CONTRACT
AMENDMENTIRENEWAL' and complete the "Lelr side only for New Contracts, and the "Right' side only for Contract AmendmentslRenewals.
FOR NEW CONTRACTS (left side):
COMPENSATtON: Identify if the Contract has a Maximum Obligation or is a Rate Conlrac!:
•
Maximum Obligation. A maximum obligation is used for either unit-based or project-based compensation when pertormance (commodity, service,
grant, etc.) is predictable and measurable and a maximum amount of funds will be set aside for the Contract.
o The amount entered in this space must be fully encumbered by the Department for the duration of the Contract (including 'out years' for multi-year
contracts) according to the Effecilve Date, and any settled obligations that are included.
o Any fiscal year in which Contract Tenms will stili be effective, but no compensation will be paid, must also be reflected in MMARS to ensure that
the total duration of the Contract is included.
o The attached budget or cost information must match the Contract Maximum Obligation (or as amended) and the MMARS transaction.
•
Rate ContracL A Rate Contract is used when the rate per unit of pertormance (e.g., commodity or service) is known but the number at units that will
be needed dunng the Contract period is unknown or may vary based upon need or usage. Rate Contracts are also used when there are multiple
Contractors available to provide pertormance and it is unknown which Conlractors will be selected at any given time to provide pertormance. If the
Rele Contract is signed solely with ana Contractor, the Department must encumber sufficient funds on behalf the Contractor to support the anticipated
use of the Contract It the Rate Contract is signed with multiple Contractors that mayor may not provide pertormance during the Contract period, the
Department must encumber sufficient funds to support the anticipated use of the Contract The encumbrances may be "vendor specific" with one
encumbrance per Contractor, or may ba done through a Departmental Master Agreement (MA) or a CT wfth Event Tvpe 51 ("opan order,) if not tied to a
Departmental MA (where funds are not encumbered on behalf of any single Contractor). Attach rates and types of unit (per hour, day, week, item, etc.)
including any supporting documentation for rates. If rates are to be negotiated, attach a description at the process, index or schedule that will be used
to negotiate the rates. Rate Contracts with negotiated rates should identify a range of rates or a cap in rates and may nct be used tor open-ended
arrangements but are appropriate for lists at pre-qualified contractors and certatn Statewide Contracts for which rates are negotiated on a per project,
program, task or work order basis depending upon the pertonmance required.
Commonwealth Terms and Conditions That Apply To This Contract: Check either "Commonwealth Terms and Conditions" or 'Commonwealth Terms
and Conditions for Human and Social Services', whichever is applicable to the Contract pertormance. (See Expenditure Classification Handbook for
assistance in determining applicable Commonwealth Tenms and Conditions). The applicable "T&C" is signed only once by the Contractor and filed by the
initial contracting Department with the Office of the Comptroller (eTR! and is recorded on the VCUSTtable on the "Business Type" screen. The signed and
filed Commonwealth Terms and Conditions will be incorporated by reference and apply to any contract, Grant or other agreement entered into by the
Contractor and any Commonweatlh Department Therefore, Contractors do not have to re-sign the applicable T&C for subsequent procurements or
contracts, unless the Contractor has a legal name change, or a major struc/ural change.
Departments are required to verify that the T&C is executed by an Authorized Signatory 01 the Contractor. The applicable T&C must be on ftle at CTR
PRIOR to submitting this Contract for encumbrance processing at either CTR or OSD, or if the Department has transaction delegation, prior to processing the
encumbrance in MMARS. A Department must check the MMARS VCUST under the "Business Type" tab to determine if the Contractor has already signed
the applicable Commonweatth Terms and Conditions and should not request additional copies if already filed. Contractors may submit photocopies of a
previously signed T&C if so requested. Additional original T&Cs should not be retained by a Department, but must be sent to the Office of the Comptroller
Payee Unit to be maintained on file to ensure that CTR and the VCUST table reflect the most recent documents.
If the Contractor does not have the applicable Commonwealth Terms and Conditions on file and recorded on the MMARS VCUST table, the Department
must complete a VGM on MMARS and then mail the completed Commonwealth Terms and Conditions to CTR's Payee Unit Changes to tM Contractor's
identity during the partod of the Contract require an updated W-g and execution d another Commonwealth Terms and Conditions reflecting the new
information. See Guidelines for Material Changes in Contractor Identity under Amendments, Suspensions, and Termination Policv. For more information on
Vendor Code requirements see Vendor File Policy.
Procurement or Exception Type: Check the appropriate type of procurement or exception for this Contract. Only one option can be selected.
•
Commodify or Service Contracis. II the Contract is for the procurement of commodifies or services, the Department must indicate If the Contract
was procured as a "Single Departmant ProcuremenUSingle Department User Contracf; "Single Department ProcuremanVMultiple Department User
ContracF, "Multiple Department ProcuremenVUmited Department User Contract'; or a "Statewide Contract (Only for use by OBD or an OSDdesignated Department)". See Commodities end Services PoIicv and Use of a Procurement bv a Single or Multiple Depertments for more infonmation
and documentation requirements for these options.
•
Grants. If the Contract is being used for the award of a Grant, the Department must check "Grant". Grants are govemed by 815 CMR 2.00 and State
Grants and Federal Suborants Policy. See "Reguired Stendard Contrael Form Contents' below for additional Information.
•
Competitive P,ocurement Exception, If the Contract did not result from a competitive procurement, the Department must check off the appropriate
exception: "Emergency Contract'; "Contract Employee"; "Collective Purchase approved by OSD'; a "LegislativelLegal exemption" or "Other" (and
specify procurement exception). Cocumentatlon proving the exception and a justification memorandum idantifying how the Contractor was selected
and why the selection represents best value, must also be attached. See' Required Standard Contract Form Contents' below for additional
STANDARD CONTRACT FORM (Issued BIB/2n07) Page 3 of 10

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
information. Please note that the "Interim Contracf competitive procurement exception is only available for Contract Amendments/Renewals (right
side of form; see below).
Anticipated Start and End Dates: See Effective Date. Anticipated start Date and End Date below.
FOR CONTRACT AMENDMENT/RENEWAL (right side):
There are no automatic Contract Renewals and both parties must execute an Amendment for a Conlract Renewal. Any "malerial" change in Ihe Conlract
terms must also be memorialized in an Amendment even l the Maximum Obligation or a corresponding MMARS transaction is not needed to support the
change. "Material" changes are any significant change to the performance obligations of a Coniractor or the performance expectations of the Departmenl
(such as any change in duration or maximum obligation). Minor adjustments 10 the scope and budget that do not materially impact the maximum obligation
or performance responsibilities of the Contractor, or do not matenally change the performance expectations of the Department do not require a formal
Amendment, but it is presumed that the ierms of periormance (scope) and cosis (budget) will be updated as part of the Contract file, unless already identified
under the Contract. See Amendments, Suspensions, and Termination Policy for furtller guidelines on Amendments and Options to Renew.
The parties may negotiate a change in any etement of contract performance or cost identified in the RFR or the Contractors 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
vaJue within the scope of the RFR than what was propesed by the Contractor In the original selected response, it is negotiable.
CURRENT CONTRACT START AND END DATES: Enter the "Current Slart Date" and the Current End Date" for the Contract prior to the Amendment. This
information is necessary io validate the MMARS transaction that is being changed and to ensure that the dates of periormance are accurate for the entire
duration of the Contract. This information can be obtained from the original contract form, or if previously amended from the Amendment Form.
COMPENSATION: Check either, "No Compensation Change"; "Redistribute Budget Une Items"; "Maximum Obligation" or "Rate change".
•

o
•

•

No Compensation Change, should only be seJected if there is no change to the compensation under the Contract, including Maximum Obligation,
Line-item redistribution or Rates. Then Skip to 'Other and identify ihe type of Amendment being made and attach documentation for change.
Budget Lin. Items Redistribution (No Maximum Obligation Change). Identify any changes in budget line iems ihat move funding around within
current Maximum Obligation and procurement parameters. Attach amended perfonmance and budget terms to support redistribution.
Maximum Obligation Change. (Check off this section and complete if Maximum Obligation is increasing or decreasing.)
a) Enter Current Tatal Contract Maximum Obligalion (prior to AmendmenURenewal reflecting all prior amendments).
b) Enter ihe AmendmentlRenewal Amount (indicate whether Increase or decrease by including "+" or".' respectively before the amount). (MMARS
transaction must match this amount.)
c) Enter New Total Contract Maximum Obligation, which must equal the Currentrolal Contract Maximum Obligation plus ("+") or minus ("~") the
AmendmenURenewal amount. (MMARS transaction must match this amount.)
d) Not.: Carry over funds. Munt-year contracts In which encumbered amounts in any fiscal year that remain unexpended at the close of the fiscal
year are NOT automatically available for compensation for Contractor performance in subsequent fisc~ years unless so authorized by the
Department. For operating accounts, unexpended balances reveri at the close of the fiscal year and are not available for subsequent fiscal year
obligaITons. Unexpended, encumbered amoonts In continuing accounts (federal, trust, capital) will balance forward obligation ceilings for these
amounts in MMARS. The Department Is responsible for reconciling performance and expendllures in each fiscal year and authorizing use of carry
over amounts for performance in the subsequent fiscal yea«s) either as part of amendments to the scope and budget of the Contract, and
underl~ng MMARS transactions, or as part of the onginal Coniract performance terms and budget.

Rat. Changes 10 Rale Contract. (Check off this section if Rates are bsing changed. Attach raie changes.)

OTHER (Check off Change and attach all supporting documentation):
Amend Duration Only (N. Compensation Change): Check off this saction only ff duration is being changed with no changes to compensation or

•

periormance. This option is commonly used to extend the daie for completion of performance with no additional compensation.
Amend Stope.f SelVlceslPerformance Only (no budget impact): Attach detailed deSCription of changes to Scope or performance.
Interim Contract: Check off this section for a temporary extension (Interim Contract) ot a current Contract in order to accommodate Ihe completion of a
new procurement.
• other: (Describe Details of the other type of amendment and attach documentation)
Payments and Prompt Pay Discount.. Payments under this Contract or Amendment are made in accordance with the applicable Commonwealth Terms
and Conditions and ihe Commonwealth Bill Paving Policy.
•
Electronic Funds Transfer (EFn. If the Contractor does not yet receive payments electronically, the Contractor should complete the Authorization for
EFT Payments Form. In addition to sending the remittance information to the Contractors financial institution with the payment, CTR's
MassFinanceNendor Web site allows Contractors access to their remittance information, payment history and pending payments under their Vendor
Code (listed above).
•
legal Payment Date. An invoice/obligation Is considered legally paid based upon the Payment Issue date recorded in the state accounting system
(MMARS) which will be when the payment is issued by the Commonwealth via EFT (ElectroniC Funds Transfer) when issuance file is transmitted to the
bank or, for checks, when the check is sent to the U.S. Post Office by the State Treasurer's Office. The issuance date is the relevant date for Prompt
Payment Discount.. (See Prompt Pay Discount PoIicv.) Under the applicable Commonwealth Terms and Conditions, pursuant to GL c. 29 s. 26, s.
27 .nd s. 29, obligations may not be incurred unless there are sufficient appropriated or non-appropriated funds available and allotted to suppert the
obligations.
•
rnta,cept. All payments due to the Contractor shall be su~ect to intercepl pursuant to G.L. c. 7A, s. 3 and 815 CMR 9.00. Overpayments shall be
reimbursed by the Contractor or may be offset by the Dapartment from future payments in accordance with state finance law. Offset shall include
•
•

STANDARD CONTRACT FORM {Issued 6/8/2007) Page 4 of to

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
intercept of other funds paid to the Contractor from other state Departments. The Contractor may not penalize any state Department or assess late
fees, or cancel a Contract or other services if funds are intercepted due to outstanding taxes, child support, or other overdue debts of the Contractor.
Prompt Payment Discounts. This section of the Contract/Amendment is used to identify prompt payment discounts that the Contractor has agreed to
provide if the Contractor is issued payment in less than the standard payment cycle of 30 days via EFT. (See Commonwealth Bill Paving Policy and
Prompt Pav Discount Policy). Prompt Payment Discounts are of greatest benefit to both the Commonwealth and the Contractor if the Contractor
accepts payments through EFT. If the Contractor does not yet receive payments electronically, the Contractor should complete the Authorization for
EFT Pavments Form. Prompt Payment Discounts should be negotiated for commodity and service contracts. If an Amendment is being executed, the
current Prompt Payment Discounts should be re-entered and verified as current or new Prompt Payment Discounts should be entereel if more beneficial
to the Commonwealth. Check off the box if Ihe Contractor has demonstrated a hardship from providing PPD or the Contract is for a grant, other
financial assistance or other non-commodity or service Illat would not normally identify PPDs.
~. Invoices must be submitted in accordance with the terms of the Contract and Ille Bill Paving Policy. Rnal invoices in any fiscal year must be
submitted no later than August 15'" for performance made and received (goods delivered, services completed) prior to June 30., in order to make
payment for Ihat performance prior to the close of the fiscal year and reversion of eppropriated funds. By signing this Contracl or Amendment the
Contractor agrees that itlhe Contractor fails to provide timely final invoices for final payments by August 15., the Department may make payment
based upon the terms and prices of the Contract for the goods or services that are accepted by the Departmen~ and the Contractors acceptance of
payment shall release the Commonwealth from further claims for payment. If the Contractor disputes the flnal payment and refuses payment, available
funds may revert and may be delayed significantly until funds are available to make payment once the dispute is resolved, and the Department will not
be subject to late payment interest for this delay.
Pandemic, Disaster or Emergency Performance. In the event at a serious emergency, pandemic or disaster outside the control of the Department,
the Contractor agrees the Department may request performance changes related to the Contract, or may negotiate additional performance from the
Contractor to address Ihe emergency needs of the Commonwealth (subject to appropriation), even if not cootemplated under the original Contract,
Departments will receive guidance on allowable or mandated emergency actiOOs In the event of an emergency.

•

e

•

Briel Description of Contract Performance: Enter a brief description of the Contract performance, project name andlor other identifying Information tor the
Contract or the reason for the Contract or Amendment. The description is used to specifically identify the Contract performance, match the Contract wilh
affachments, and determine if the appropriate expenditul\l code (as listed in the Expenditure Classification Handbook) has been selected. Merely stating
"see attached" or referencing attachments without a narrative description of performance is insufficient. The Department may include any additional
information in this section to identify unique or important information related to this Contract or the Contractor.
Effective Date. Anticipated Start Date And End Date
•

The 'Effective Date" at the Contract or Amendment is determined by the execution dates of the Contract and any required approvals as outlined in
Section 1 of the applicable Commonwealth Terms and Condnions. For contracts exceeding the MMARS transaction delegation threshold that are
routed through workflow to eTR and aSD may have the dates corrected in the state accounting system (MMARS) to reflect the legal Contract
Effective Date, as appropriate.
•

For Contracts using the Commonwealth Terms and Condmons, 'the effective start date 01 performance under 8 Controct shall be tha date a
Contract has been executed by an authorized signatory 01 the Contractor, the Department, a later date speciffad in the Contract or the data of
any approvals I\lquired by law or fBgulation, whichever is later.'

•

For Human and Social Service Contract. using the Commonwealth Terms and Conditions lor Human and Social Sarvices, 'the effecfiva start
date 01 a Controel shall be the lafer ot the date fhe Contract was execufed by an authorized signatory 01 tha Confroctor; fhe date the Contract
was executed by an authorized signalory of the Depertment; the date specified in the Contract; or the date of Secretariat authorization pursuant
to G.L. c. 29, s. 29B.'

The Contractor and Ihe Department are required to certify that the "Effective Date' ri the Contract or Amendment being executed is the latest date the
Contract or Amendment has been executed by an authorized signatory of the Contractor, the Department a later Start Date specified, or the dale of any
required approvals. If the Effective Date of the Contract or Amendment islaler than the Start Date listed, the Contractor and Department agree that by
signing the Contract or Amendment they have identified if any obligations have been incurred prior to the Effective Date for which. payment obligation has
been triggered prior to that date, which shall be included as final settlement ri these obligations as pert of the ContracVAmendment and payment of these
obligations shall release the Commonwealth from any claims related to these obligations.
•

Anticipated Contract/Amendment Start Date: The Department must enter the 'anTIcipated" start date of "obligations" under the Contract that will
trigger a payment obligation. Departments must consider when a payment obligation is "incurred' (creates an obligation to make payment). For most
goods, payments obligations are incurred when goods are delivered and accepted. For services, the Contract should specify if obligations are Incunred
based upon performance (such as performance charged at an hourly rate as services are provided; services for clients in residence, services upon
request) or the date the services are mede available (such as the start date of maintenance or customer service hours are available for use), or whether
the performance obligation occurs at a later date, such as when a periodiC, ftnal report, program or system component is delivered and accepted, or
other Contract milestone has been achieved (delivered and accepted). Most grants provide frnancial assistance for a public purpose, rather than a fee
for service or good (or other performance) for the Department and will have installment payments with obligations being incurred based upon the
schedule of payments, grant milestones or reporting requirements in the Contract, not the actual date grant performance is started.

•

End Date of this Coniract/Amendment: The Department must enter the date the Contract will terminate. A Contract must be signed for at least the
inttial duratioo listed in the RFR, or other solicitation document (if applicable). Amendments to extend the termination date, such as exercising an
option to renew, must be made using this Form and must be signed prior to any new obligations being incunred by the Contractor. Please see
Amendments, Suspensions end Termination Po/icvfor additional guidelines.

STANOARD CONTRACT FORM (Issued 61812007) Page 5 of 10

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
CERTIFICATIONS AND EXECUTION: As part of ContracVAmendment execution, lI1e Department and Contractor must identify whether any obligations
were performed prior to the 'Effective Date' of the Contract or Amendment (as outlined above). Contractors are not authorized to deliver performance for
which compensation is sought under a contract or amendment (even if requested by the Department or any other Commonwealth represenmtive) prior to lI1e
Contract effective start date of that contract or after the termination date of that contract. Any oral or written representations, commitments, or assurances
made by the Department or any other Commonwealth representative are not binding and a Department may not back-date a contract or amendment in order
to cover the delivery of performance prior to the Contract effective date. The Commonwealth has no legal obligation to compensate a Contractor for
performance that is not requested and is intentionally delivered by the Contractor outside the scope of a Contract. In the event obligations have been
incurred by the Contractor that were intended to be included as part of the ContractiAmendment prior to the Effective Date, the parties have Iw<l options to
resolve the settlemenl of these obligations:
1.

2.

Execut. a separale Sefflement and Release document for the performance and attach to the original contract; OR
Include the performance as part of the ContracffAmendmenl, as follows: The Departmenl would enter the actual date the performance
obligations began under 'Anticipated SlaIf Dalo' for either the new Contract or Contract Amendment on lI1e Standard Contract Form and check
off box "2.' indicating that the pariormance prior to the Effective Date is included under a Settlement. By completing the ContracUAmendment to
include the performance prior to the Effective Date, the Department is able to enter the MMARS encumbrance to include the performance under
the properly executed ContacUAmendment.

Please nole that if no performance occurred or was antiCipated 10 occur until on or afterlhe EIfec!lve Date of the Contract/Amendment, Ihe parties
would check off box '1", Ihereby indicaling that no obligations were incurred prior to the Effective Date.
Authorizing Signature for Contractor/Date: The Aulhorized Contractor Signalory must, in their Own handwriting and in Ink, sign AND enter the dale the
Contract is signed. See seeton above under 'Ani/cipated Contract Stert Dete". Acceptance of payment by the Contractor shall waive any right of the
Contractor to claim Ihe Contract/Amendment is not valid and the Contractor may not void the Contract. Rubber stamps. typed or olher image. are nol
acceptablll, Proof of Contractor signature authorizalion may be required by the Department If not already on file. See 'Required Standard Contract Form
Con/ents" section below. See also CTR Depariment Head Signature Authorization Policy for the policy requiring live signatures and signature dates and
Contractor signature authorization verification. See Contractor Authorized SignatolY Listing.
Contractor Name mile: The Contraclor Authorized Signatory's name and title must appear legibly.
Authorizing Signature For DepartmentiDate: The Authorized Department Signatory must, in their own handWriting and in ink, sign AND enter the date Ihe
Contract is signed. See section above under'AntiCipated Contract Effective Start Date". Rubbe, stamps, typed or other images are not accepled, See
also CTR Department Head Signature Authorization Policy.
Department NamelTHle: The Department Authorized Signatory's name and fitle must appear legibly. For Contracts requiring secretariat sign off, if the
Oepartmenl Signatory is not an authorized signatory of the Secretary, evidence of Secrelariat signoff must be included in the Contract fit ••

EXPEDITED EXECUTION, The ContracVAmendment may be sent electronically to 1118 Contractor, completed, executed by the Contractor and faxed back
to the Department for start date purposes. The Department does not have to wait to receive a hard copy of the executed ContracUAmendment and may Sign
the fax copy for start date purposes. When the hardcopy of the Contractors executed ContracVAmendment is submitted, the Department has the opuon of
re-signing the hardcopy will1 the date from the earlier signed fax or may just attach the fax copy to the hardcopy of the Contract. In the alternative, the
Department and the Contractor may each sign a separate ContracVAmendment and lI1e two separately signed documents may be attached representing one
executed Contract/Amendment, provided there are no confficts in the information contained on each Signed document.
PLEASE NOTE: Any corrections to informalion on the Standard Contract Form after execution must be initialed and dated by Ihe parties. Faxed
copies 01 Initialed changes are sufficient for records management purposes, although hardcopi.s are preferred.

REQUIRED STANDARD CONTRACT FORM CONTENTS CHECKLIST
Originals or t,ue attest copies of contracts. Massachusetts G.L. c. 7A s. 5 requires that either the onginal or a certified copy of all Contracts be filed as
directed by lI1e Comptroller. The "record copy' contents 0/ a Contract (as listed below) must be med either at CTR, aSD (commodity contracts) or at the
Department if so delegated. Pursuant to the Delegation of MMARS Transaction Policy and 815 MCR 10.00, Departments retain the record copy of all
contract documents. If a Contract exceeds the published delegation threshold, the Department must submit a copy of Contracl package to CTR or OSD
(Commodity contracts) for secondary review using the approprtale Transmittal Form (if applicable). CTR or aso secondary review is not legal approval of a
Contract, but an expedited quality assurance review to ensure Contract documents support minimum procurement and contracting requirements. All
contracts are subject to additional post audit and quality assurance reviews. The Standard Contract Form In.trucHon. are incorporated by reference
and are not required to be filed as part 01 the original or true attest copy of tile Standam Contract Form. A Department official who has seen the
Original of a document can attest that a copy submitted is a 'true attesr or 'true copy" of the original. This certification can be dOne on the top page 0/ the
copy or by attachment. See also Department Heed Signature Authorization Policy. For addinonalguidance for contents and submission requirements see
Contracts Quick Reference and State Finance Law and General Requirements Policv. In addition to this Standard Contract Form, the following Contract
content checklists apply to each respective contract type:
CONTENT CHECKLIST FOR NEW CONTRACTS

o
[I

Applicable Commonwealth Terms and CondKions: Department must vartfy If Contractor is already on VCUST table on MMARS: New COI1tractolS
musl have T&C filed with eTR along with epproprtate VCCNCM to update table. T&C must be on file with VCUST be/ore encumbrance can be entered
for this Contract. For an existing Contractols Standard Contract Form, Contractor information must match VCUST table for the Vendor Code,
Division and Remittance address. (ADOO1, AD002 ... )
Evidence 01 Procurement (if procurement done): A copy of the RFR. or a Comm-PASS ciose-out Contract Summary screen print (provided the
RFR has been properly closed out and the close-out Summary posted on Comm-PASS verifies the location of the RFR and RFR Reference Number on
STANDARD CONTRACT FORM (Issued 61812007) Page 6 of 10

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
Comm-PASS), or copy of other solicitation, grant appl'ication, etc. Df appl'icable). The 'Board Award Field' on MMARS Encumbrance must contain
this reference number ID or exception ID (See Evidence of Exception below).

o

o

Evidence of Exception (If competitive procurement was not done): Attach documentation for the exception: Justification Memorandum for
Emergency; copies of legislative tanguage or other legal exemption for Contracts with legislative earmark or legal exemplon from procurement, copy of
approval from OSD for Coliective Purchase Contract with federal or other public entity; or copy of posting/hmng documentation and resume for Contract
Employees. Attach copy of public posting or notice of intent to contract with Contractor, if dOlle. Also inciude documentation of how the Contractor
was selected and why this selection supports best value; See also 801 CMR 21.05 and "Competitive Procurement Exceptions" of the OSD
Procurement Informatipn Center (Pig. For grants, see by 815 CMR 2.00 and Stale Grants and Federal Subar.nts Po/iW
Please note that it Emergency pertormance or other contract pertormance has been fu//y rompleted pnor to signing this Standard Contract Fann,
and no additional pertormance is intended to be made affer signing this Standard Contract Form, Departments may use the Sefflement and Release
Form in lieu of the Standard Contract Form to document completed performance to enable flnal payment

o

Conlractor's Response: an original or true attest copy of the Contractors ReSPOnse (bid) to the RFR or Response to another procurement or grant
application, or a copy of the Responses rr the RFRiprocurement was conducted by another procuring Department Attach any additional negotiated
terms that either modify or are in addition to the RFR or Response. If an RFR or other procurement was not done, attach a detailed desClipilon of the
scope of performance, work or task order, and a detailed budget or schedule of fees or compensation for this Contract. Performance teoms may not
modify terms of applicable Commonwealth Terms and Conditions or Standard Contract Form.

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Human and Social Services Contracts: attach required Human and Social Services Affachtrnlnts 1·6. See Instructions for Attachments.

o
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Individual Contractors: Departments hiring "individual contractors" as either 'contract employees" or 'independent contractors" are required to comply
with the policy Individual Contractors -Independent Contractors vs. Contract Emplovees and attach the Emplovtrnlnt Status Farm.
Consultant Conlracts (HH, N01-NI4, U05 object codes per the Expenditure Classification Handbook):
o Contractor Disclosures. Contractors must disclose Individuals with Financial Interest (if applicable); Other income (if applicable); and i5§Y.
Personnel. Please note that key personnel may be deemed to be state or special state employees pursuant to G.L c. 268A. Contractors may
make required disclosures as part of the RFR Response, by attachment or may use the Consultant Contractor MandatoN Submission Form ..
o
Secretariat Signolf. Departments must obtain secretaIiat signoff tor ml contracts under G.L. s. 29 s. 29A and s. 29B PRIOR to performance
beginning. Secretariat signoff does not have to be on the Standard Contract Form, but must be inciuded as part of the Contract File.
o YELP IT.. Exempt L.... Purcha.el. TELP attachments: ANF TELP Authorization Form, TELP Lease Purcl1ase Quote, Acceptance
Certmcate, Essential Use LeHer) must be included. Certfficate of Appropriation and Payment Schedule. Payment schedules must use current
MMARS standard recurring payment schedule: See RPSCHD (TELP-quarterly; TEMO-monthly; TESA-semi-annual, TEAN-annual). TELPs paid
with state funds must use the Commonwealth TELP (lTD) or the Statewde TELP (OSD). Please note that TELP payments take the highest
priority for payment, even above payroll. Contact CTR immediately if Department faces any uncertainty of ma~ng TELPs payments on time.
Please coordinate with ANF to ensure sufficient aliotments to make timely payments.
o Legal Services Conlracls (Hog. N03l. All Commonwealth Departments are required to obtain:
o GOV Approval. Attorneys hired by Executive Departments are required to competitively procure all legal services (See 801 CMR 21.01(2)(bl)
and obtain pnor approval of the Govemors Chief Legal Counsel PRIOR to posting or hire (See G.L c. 30, s. 65.)
o AGO Review. PRIOR to the start of performance, prior review of planned serVices by the Office of the Attorney General (AGO) lor legal
representation of the Department under a contract, and appointment as a Spectal Assistant Attomey General "SAAG" tor Irrigation services.
The AHomev General Review Form for AHomevs Providing Legal Services form must be completed and mailed (with required aHachments) to
the AGO for any new legal services contract, and for any significant amendment to the scope of services under an existing contract, PRIOR to
the start of performance or a material change in performance. See: AHome, General Policy for Prior Review of Attomevs.
o MMARS Encumbrance. Ral•• and Purpose in Commenls Field. For Executive Departments, the MMARS encumbrance "Comments neld"
must contain the Units and "Rates" or "Range of Rates" for the services and a brief descnption of the type of services under the engagement to
enable completion of annual reporing requirements under G.L. c. 30, s· 65. Departments that fail to include this information as part of the
anginal encumbrance will be required to modify the encumbrance to add this information in order to complete reporting requirements.

CONTENT CHECKliST FOR AMENDMENTS

o

Attach a detailed description of the changes that are being made to the scope of performance (if any), and any corresponding changes to the detailed
budget or schedule of fees. For renewals funded by continuing accounts, verify IT any carry over funds from pnor fiscal years need to be re-authonzed
for the current or a future fiscal year.

o

For Intartm Contracts (or for grants), attach justification memorandum for reasons for Intenm Contract (or for grant).

o

If Contractor is undergoing a major structural change which impacts the underlying proClJremenl, the Contractor may be required to negotiate continued
performance and execute a Contracior Change in Identity Form INSTEAD of this Standard Contrect Form. See the Amendtrnlnts, Suspansions and
Termination Policy for additional information. Performance terms may not modify terms ot applicable Commonwealth Terms and Condition or Standard
Contract Form.

CONTENT CHECKUST FOR AlL CONTRACTS AND AMENDMENTS

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Form W-9 if Contractor is not already on VCUST table (new Contracts). If new W-9, file with CTR with T&C and VCC. For Existing Vendors, venfy that
VCUST matches anv new W-9 and the Standard Contraef Form, and if there is new information on W-9 or Standard Contract Form, update VCUST
with updated W-9 and VCM. For Amendments, no updates are necessary unless the Contractors information on the Sf.nrJani Contract Fann is
changing which may require an updated W-9 and T&C. If Contractor is undergoing a major stlllctural change which impacts the underlying
STANDARD CONTRACT FORM (Issued 61812007) Page 7 of 10

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM

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procurement, the Contractor may be required to negotiate continued performance and execute a Contractor Change in Idenmy Fonn INSTEAD of
this Standard Contract Form. See the Amendments, Suspensions, and Termination Policvfor additional information. Vendors must be careful when
submitting W-9s that information is accurate, since the VCUST table will be updated for all business with the Commonweatth. Departments should
verify with the Contractor when information is updated to ensure that the update is accurate since changes will impact all business with the
Commonwealth.
Contractor Signature Verification For All Contracts, Grants or Other Agreements. The Contractor Authorized Signature Listing, or any other
alternate format, may be used for this purpose. Pursuant to the Contractor Authorized SignetoN Policy. Departments are responsible for verifying that
the Standard Contract Form, T&C, W-Q and other documents related to the Contract (regardless of amount) is signed by an authorized signatory for
the Contractor. Verification includes aulhentication of idenllfy and aulhority to sign of the person signing the documents.

o

MMARS must match total Contract, including .ettlemenls.
o
Current slate finance law policy requires the information input in MMARS 10 match the underlying contract or supporting documents, including
extensions, renewals and amendments. What appears in the MMARS system will be considered the "official reeerd" or "reeerd copy' of fiscal
activities and will supersede paper or other formats of the same information. Therefore, the MMARS encumbrance must match the terms of the
Contract including Vendor Code, start and end dates and compensation. If a settlement is part of the Contract or Amendment, include all
settlement amounts on the same MMARS encumbrance as the ContracVAmendment, unless otherwise direcled by CTR.
o MMARS encumbrances must be entered as soon as possible afler ContractlAmendment execution to ensure funds are timely encumbered.
o At least one commodity line wRh appropriate eerresponding accounting line is required for each budget TIscal year of the Contract
o All supporting documentation must be included in the Contract File. Departments must remember that MMARS is an accounting system, which is
used to accurately record and report on fiscal activities. Compliance responsibility remains at all times wRh the Department employees who
process documents to "Finar status. Since MMARS will track the UAID of the Department employee who approves documents, quality assurance
reviews will identify not only the documents that will be reviewed, but also the security identmcation (UAID) of the employee who approved the
MMARS transactions. Departments must be especially careful when modifying MMARS transactions (such as encumbrances) to support een1rnct
extensions and amendments, specifically effective dates. It is improper for Departments to enter a modification to a MMARs transaction to reflect
start and end dates that are not supported by the underlying Contract documentation.
o MMARS changesladjustments with no underlying Contracl changes do not require a Contract amendment For fiscal changes with no underlying
Contract change that exceed the Department's MMARS transaction orocessing limit, submit a eTR Transmittal Form referencing the Doc Id of
the MMARS document and indicating the change required (Non-Commodily contracts). For example, enter the Doc Id and "Rate Contract
tncreaselDecre•••" for Rate Contract increases and decreases in lotal obligations. For appropriation account charges (switching, adding or
deleting aocounts) wilh no undertying contract change, enter Doc Id and "Appropriation Account Change".

o

Records Management - Procurement and Contract Files, In aceerdance wffh 815 CMR 10.00, the Department is the reeerd keeper of Ihe offICial
record eepy of the Contract documenls and Ihe ContractIProcurement file. MMARS is the official record of Ihe encumbrance and paymenl documents
and will supersede any paper eepies of the same informalion. The ContractIProcuremenl file musl contain, or refer to Ihe localion of, all documertation
related to the Procuremenl and resulting Contract(s). A Department is responsible for retaining and archiving Contract reeerds in accordance with the
Statewide Records Retention Schedule issued by the Secretary of State Records Conservation Board.

o

Public Information and Privacy Concerns. II is important to provide Contraclors wilh remittance informalion that will facilitate proper payment
application to their receivables. When negoliating a Contract, Departments should establish a mulually agreeable data structure to communicale goods
delivered or services rendered. Since these fields are a matter of public record, MMARS Doc IDs (encumbrances, payments, etc.), vendor invoice
numbers, contracl numbers, check descnptions, and any comment fields MUST NOT contain personel information (such as individual's names, SSN
numbers, bank account numbers, dale of birth, addresses etc.) or other informalion that could jeopardize privacy oriacililate identity theft, MMARS
Doc IDs and key comment frelds may be printed on checks, senl electronically as part of remittance advice, and will appear on VendorWeb (and may
be viewed related to public records requests), therefore care must be taken thaI individual personal information is not used.
CONTRACTOR CERTIFICATIONS AND LEGAL REFERENCES

By executing this Conlracl, Ihe Conlraclor under Ihe pains and penalties of pequry, makes all certifications required under the certificalions lisled below, and
has provided all required documentation and disclosures (identified below with an '.,)'), or shall provide any required documentation upon request, and Ihe
Contractor agrees thai all terms governing performance of this Contract and doing business in Massachusetts are attached to this Contracl or incorporaled
by reference herein, including in Ihe following order of precedence: Ihe terms of the applicable Commonwealth Terms and Conditions available at
www.mass.gov/osc under Guidance For Vendors - Forms or at www.mass.gov/osd under OSD Forms the lerms of Ihe Standard Contract Form and
attached Instructions, the Request for Response (RFR) or solic~ation (if applicable), Ihe Contractors response to Ihe RFR or solicitalion (if applicable), and
any additional non-conflicting negotiated provisions:
•
The Contraclor is qualified and shall at all times remain qualified 10 perform Ihis Cohtract; thai peJformarce shall be limely and meet or exceed induslry
slandards, including obtaining requisite licenses, registrations, permils and resources for performance; and that the Contractor shall provide access to
records to state officials under Executive Order 195 and GL c. 11, s.12; and the Contractor certifies thai the Conlractor and any of Its subcontractors
are not currenlly debarred or suspended by the federal or state gnvemment under any law or regulation including, Executive Order 147; GL c. 29, s.
29F and GL c. 152, s. 25C:
•
The Contractor shall comply with the terms of the Request for Response (RFR) or solicitation for this Contraci, if applicable; and any additional
negotialed provisions for this Contracl. Including the RFR - Reguirod Specifications if an RFR was done for Ihis Contract, which are incorporated by
reference herein IT not already included as part of the Request for Response under 801 CMR 21.00' or for any other procurement;
STANDARD CONTRACT FORM (Issued 61812{)07) Page 8 of to

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
The Contractor shall comply with all eppliable state laws and regulations including Massachusetts General Laws; Official Code of MassachuseNs
Regulations; Partial CMR Listing: 801 CMR 21.00 (Procurement 01 Commodity and Service Procurements, Including Human and Social Services);
815 CMR 2.00 (Grants and Subsidies); 808 CMR 1.00 (Complianca, Reporting and Auditing for Human And Social Services); AICPA Standards;
confidentiality of Department records under GL c. 66A; and the MessechuseNs Constitution Miele XVIII if applicable.
•
The Contractor agrees to the terms for 'Effective Date' and 'PaYmen/s' and any tenms under tfle Instructions 01 tflis Contract or Amendment. The
Contractor certifies that there is no authorization to deliver pertonmanca for which compensation Is sought under this Contract or Amendment (even il
requested by tile Department or any other Commcnwealtll representative) prior to the effective date and that any oral or written representations,
commitments or assurances made by the Department or any other Commonwealth representative are not binding and a Department may not back-date
tflis Contract or Amendment in order to cover the delivery of peITormance prior to the Effective date. The Commonwealth has no legal obligalion to
compensate a Contractor for performanca that is not requested and is intentionally delivered by the Contractor outside the scope of a Contract or
Amendment.
•
The Contractor certifies Tax Compliance with Federal tax laws; State tax laws Including G.L c. 62C GL c. 62C s. 49A (the Contractor has complied
with all laws of the commonwealth relating to taxes, reporting 01 employees and contractors, and WIThholding and remitting 01 child support and is in
good standing witfl respect to all retums due and taxes payable to the commissioner of revenue); reporting of employees and contractors under G.L. c.
62E, witllholding and remITting child suppoltincluding GL c. 119A s. 12;
.,. The Contractor certifies it has not been in bankruptcy andlor receivership within the last three calendar years, and the Contractor certifies tflat it will
immediately nonly the Department in wrfting if there is any risk to the solvency of the Contractor that may impact the Contractors ability to timely fulfill the
terms of this Contract or Amendment.
.,. The Contractor shalt affinmatively disclose the details of any pertinent judgment, criminal conviction, investigation or litigation pending against the
Contractor or any of its officars, directors,employees, agents, or subcontractors of which tile Contractor has knowledge, or learns of dunng tfle Contract
term. Law firms or Attomeys providing legal selVices are required to identify any potential conflict with representation of any Department client in
accordance with Massachusetts Board of Bar Overseers (BBO) rules. Contractors must aflirmatively disctose any potential structural change in its
organization at ieast 45 days prior to the change.
•
Corporations. If incorporated, tfle Contractor cartifies that it has identified the Contractors state of incorporation, and the Contractor certifies
compliance with all filing requirements of both the incorporating state and the Massachusetts Secretary of State. If the Contractor is a foreign
corporation, the Contractor certifies compliance WITh all requirements for certification, reporting, flIing of documents and servica of process.
•
Filing of required certificates and reports. The Contractor cartifies compliance wnh filing requirements for the Secretary of the Commonwealth and
Office of the Aftomev General or other Departments as retated to its conduct of business in the Commonwealth;
•
Employer requirements. If an employer, the Contractor certifies complianca with applicable state and federal employment laws or regulations,
including but n01 limited to minimum wages and prevailing wage programs and payments; unemplovment insurance and contributions; workers'
compensation and insurance, chM/abor laws, AGO fair labor practices; GL c. 149 (Labor and Industnes); GL c. 150A (Labor Relations); G.L. c. 151
and 455 CMR 2.00 (Minimum Fair Wages); G.L. c. 5, s. 1 (Prevailing Wages for Printing and Distribution of Public Documents); G.L. c. lS1A
(Employment and Training); G L c. 1518 (Unlawful Discrimination); GL c. 151E (Business Discrimination): G.L. c. 152 (Workers' Compensation): G.L.
c.153 (Uability for Injuries); 29 USC c. 8 (Federat Fair Labor Standards); 29 USC c. 28 (Federal Family and Medical Leave Act; AGO Consumers and
eMf Rights:
•
Federal And Stale Laws And Regutations Prohibiting Discrimination including but not limited to the Americans with Disabilities Act.; 42 U.S. C Sec.
12,101, et Seq" Disability Law Resources; the Rehabilnation 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. 1518 (Unlawful Discrimination); G.L. c. 151E (Business Discrimination); the Public Accommodations Law G.L c.
272. s. 92k GL c. 272 s. 98 and G.L c. 272 s. 98A: the MassachuseUs Consfftution Alficle CXIVand G.L. c. 93, s. 103; 47 USC c. 5 sc. /I Palf 1/ s.
255 {Telecommunication Act; Chapler 149, Section 1050, G.L. c. 151C, G.L c. 272, Section 92A Seclion 98 and Section 96A, and G.L. c. 111,
SegUon t99A. and Massachuseffs Disability-Based Non-Discrimination Standards For Executive Brench Entities, end related Standards and Guidance,
authorized under Massachusetts Executive Order 478 or any disability-based protection arising from state or federellaw or precedent. See also MCAD
and MCAD links and Resouroes;
•
Northern Ireland Certification. Pursuant to GL c. 7 s. 22C tor state agencies, state authorities, the House of Representatives or tile state Senate,
the Contractor certffies that it does not employ ten or more employees in an office or other facility In Northem Ireland and if tile Contractor employees
ten or more employees in an oflice or other facility located in Northern Ireland the Contractor cartifies that it does not discriminate in employment,
compensation, or the tenms, conditions and pnvileges of employment on account of religious or political belief; and it promotes religious tolerance within
the work piace, and the eradication of any manifestations of religious and other illegal discrimination; and the Contrector is not engaged in the
manufacture, distribution or sale at firearms, munitions, including rubber or plastic bullets, tear gas, armored vehicles or military aircraft for use or
deptoyment In any activity in Northern Iretand.
•
Execullve Ord..... For covered Executive state Departments, the Contractor certifies compliance with appticable Massachusetts Executive Orders (for
most recent, see Govemor's Executive Orders) including but not limITed to:
• 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
the Contractor certifies under tile pains and penalties of peljury they shall not knowingly use undocumented workers in connection witfl the
performance of Contracts; that, pursuant to federal requirements, they shall verity the immigration status of all workers aSSigned to Contract without
engaging in unlawful discrimination; and that tIley shall not knowingly or recklessly alter, falsify, or acoept altered or falsified documents from any
such worker. The Contractor understands and agrees that breach of any of these terms during tile period of a Contract may be regarded as a
matertal breach, subjecting Contractor to sanctions, including but not limited to monetary penalties, withholding of payments, contract suspension or
termInation.
• Executive Order 478. Non-discrimination. Diversity. Equal Opportunuy, and Affinmative Action. And Executive Order 390. Establishing an
Affirmative Market Program in Public Contracting. The Contractor and any subcontractors may not engage in discriminatory employment practices:
•

STANDARD CONTRACT FORM (Issued 61812007) Page 9of 10

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM

f.~

· and the Contractor certffies that they are in compliance with all applicable federal and state laws, rules, and regulations goveming fair labor and \~A
employment practices; and committing to purchase supplies and services from certified minority or women-owned businesses, small businesses,
.,:-."
or bu~nesses owned by soCially or economically disadvantaged persons or persons with disabilities, These provisions shall be enforced through the
contracting agency, the Operational Services Division, and/or the Massachusetts Commission Against Discrimination, Any breach shall be regarded
as a material breach of Contract that may subject ContrMtor to appropriate sanctions.
• 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 denned, partiCipates in or cooperates with an international boycott, as defined in Section 999(b) (3)and (4) of the
Internal Revenue Code of 1954, as amended, or engages in conduct declared to be unlawful by Section 2 of Chapter 151 E, Massachusetts General
Laws. If there shall be a breach in the warranty, representation, and agreemenl contained in this paragraph, then without limiting such otller 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 Conlractors Contractor certifies compliance with both the conftict of interest law GL c,
268A specifically s, 5 (ft and this order; and inctudes limitations ragarding the hiring of state employees by private companies contracting with the
Commonwealth. A privatization contra;! shoil be deemed to include a specific prohibition against the hiring at any time during the term of Contract,
and for any position in the Contractors company, any state management employee who is, was, or will be involved in the preparation of tile RFP, the
negotiations leading to the awarding of the Contract, the decision to award the Contract, andlor the supervision or oversight of performance under
the Contract.
• Executive Order 444. Disclosure of Family Retationships With Other State Employees. Each person applying for employment within the Executive
Branch under the Govemor must disclose in writing, upon such application, the names of all immediate family as well as persons 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 Govemor shall be made available for public inspection to the extent permissible by law by the official with whom such
disclosure has been filad. (This section applies to Contract Employees.)
.+Consultanl Contractor Certifications. (For Consultant Contracts "HH" and "N01-NI4" and "U05" objact codes), Contractors may make required
disclosures as part of the RFR Response, by attachment or may use the Consultant Con/Illc/or Manda/ory Submission Form:
•
+Olselosure of Mdilionalincome, Pursuant to the provisions of M,G.L c. 29, s, 29A, the Contractor shall affirmativety disclose any contracts,
grants or otller income due from entities other than Commonwealtll state Departments (including any political subdivision or public authority)
during the period of a Contract, For state departments, the Department can identffy all obligations and paymenls made through MMARS through
a query or through Vendor Web using the Contractor's listed Vendor Code.
•
+Oi.cI08.'. ofPef1ions with Finaneialfnteres! (olherthan the Contractor). Pursuantio the provisions of M,G.L. c. 29, s. 29A and c. 7A, s.
6, the Contractor shall affirmatively disclose all individuals (other than the Contractor) who have a nnencial interest of more than one percent (1%)
interest in the capnal stock of the Contractor, If no disclosure is made, Contractor is certifying that tIlis section is not applicable.
•
+Key Personnel. The Contractor shall identify all key personnel assigned to the performance of this Contract, in addition to the Contract
Manager. Key personnel may not be changed without poor written approval of the Department.
• Anti.Lobbying Reguiremenls. The Contractor certifies compliance with federal anti-lobbying requirementsJncluding 31 USC 1352' other federal
requirements when receiving federal funds: Executive Order 11246; Air Poilu/ion Act; Federal Water Pollution Con/rol Act.

STANDARD CONTRACT FORM (Issued 618/2007) Page 10 of 10

THIRD AMENDMENT TO
CONTRACT FOR A SECURE INMATE CALLING SYSTEM AND RELATED
SERVICES
DOC FILE NO. 1000·PHONE2006

THIS THIRD AMENDMENT TO CONTRACT FOR A SECURE INMATE
CALLING SYSTEM AND RELATED SERVICES DOC File NO.1000-Phone2006,
dated Sc..fh.ln 6(("' 9
,2010, ("Third Amendment"), amends and revises
that certain Contract between the Massachusetts Department of Correction, with
an address at 50 Maple Street, Suite 3, Milford, MA 01717 ("MA DOC") and
Global Tel'Link Corporation, a Delaware corporation, having its principle place of
business at 2609 Cameron Street, Mobile, AL 36607 ("GTL").
MA DOC and GTL hereby agree to amend and revise the Contract as
follows:
Section 5.13.7.1 in Amendment #2 is amended to replace subsection A
with:

A Commission: The MA DOC adjusted commission rate for inmate debit
calling, both domestic and international shall be 15% of gross billable
inmate debit revenue, commencing on the October 2010 billing cycle.
The MA DOC adjusted commission rate for collect calls & Advance
Pay collect calls is 30%.
Subsection C is replaced with:
C. Call Rate-International shall be in accordance with Attachment A

Section 2.20 is amended to include the statement:
"Pursuant to the exercise of the second (2) of three one (1) year renewal
options, the current expiration date of the Contract shall be March 2. 2012."
All other terms and conditions of the Standard Contract between GTL and
the DOC remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have duly executed this Amendment as of the date first written above, which is
entered by the second party to sign.
Global Tel·link Corporation

BY:~
Jeffrey B. Haidinger
President, Services

Massachusetts Department of Corrections

B~~£L»-

KyrasJa
Director, Administrative Services
Division

ATTACHMENT A

Inmate Domestic Debit and Collect Calling Rates
Massachusetts Department of Correction
Effective October, 2010 Billing Cycle

MASSACHUSETTS DEPARTMENT OF CORRECTION
INMATE CALLING RATES FOR SECURE INMATE CALLING SYSTEM
a.CALLS WITHIN MASSACHUSETTS
Collect & Advance Pay
$.86 per call surcharge + $.10 per
Collect
minute
$.65 per call surcharge + $.075 per
Pre-Paid Debit
minute

C. CALLS OUTSIDE OF MASSACHUSETTS
Collect & Advance Pay
$.86 per call surcharge + $.10 per
Collect
minute
$.65 per call surcharge + $.075 per
Pre-Paid Debit
minute

Cost of 20 Minute Call

$2.86
$2.15

$2.86
$2.15

COMMONWEALTH OF MASSACHUSETTS ~ ST At-lDARC CONTRACT FORM
This form is jointly issued and published by the r;X~].tjve OJtCt;:? for A1QljjJ,l~tr§llion aQg,£iQ@'!l@JAJ~f1, the Qffic~,QLt!J.§..Q9m01"01IeLigIill and the QDQ@li9Dill.§§lY.~E!';;
Division (08D) 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
Ii for definitions, instructions and legal requirements that are incorporated by
An electronic

of this form is

I

under

COMMONWEAlJJ:.lJli;EABI\iflEi'tLf:lAMf: Department of Correction

CONTRACTOR LEGAL NAME: Global Tel*Unk Corporation

DOC
W·4,T&C): 12021 Sunset Hills Road Suite, 100 Reston, VA

50 Maple Street, Suite 3 Milford, MA 01757

(e.g, "AD001"): AD NIA •

Address Id Must be set up for EFl: payments.)

lL

~~II'I CO~IM9.I
PROCUREMENT OR EXCEPTION TY~~: (Check one option only)

_ Statewide Contract (OSD or an OSD-designated Department)
Collective Purchase (Mach OSD approval, scope, budget)
Department Procurement (includes State or Federal grants 815 CM.8.1Jill)
(Attach RFR and Response or other procurement supporting documentation)
Emergency Contract (Attach justification for emergency, scope, budget)
_ Contract Emplovee (Attach Employment Status Form, scope, budget)
_1&g!$.!1!l!!L~ega! Of Q!h~: (Attach authorizing language~ustification, scope and

~Qlfrnl\CT

A1'IlCMt;lME'tT

Enter Current Contract End Date Prior to Amendment March 2, 2012 .
Enter Amendment Amount: $ no change. (or "no change")
AMENDMENT rYP'J;: (Check one option only. Attach details of Amendment changes.)
...K P.m~m!!1tent t.~.L§£QpJLQLBudget (Attach updated scope and budget)
_ Interim .c.QH1ract (Attach justification for Interim Contract and updated scope/budget)
_ QQ..n.iti!ft9!m.l~ (Attach any updates to scope or budget)
_b§!i@l;<l!'!!lM'W1JILQjj]1~(Atlacn; aulnori~ng language/justification and updated

COMPENSAnON: (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-approprlated funds, subject to Intercept for Commonwealth owed debts under 815 CMR 9.00.
1 Rate Cqmract (No Maximum Obligation. Attach details of aU rates, units, calculations, conditions Of terms and any changes if rates or terms are being amended.)
_ Maximum Obligation Contr1!f! Enter Total Maximum Obligation for total duration of this Contract {or newTotallf Contract Is I
i

Contractors requesting accelerated payments must
within 20 days _ % PPD; Payment Issued within
f or Ready Payments (Q1.o. G. 29.J."§. 23/\): _ only Initial

_ 1. may be incurred as of the .~[~live Date (latest signature date below) and !1Q obligations have been incurred m:im: to the Effective Date..
March 3. 2012 a date LATER than the Effectv&..i2ill"f below and flQ obligations have been incurred ruiQrto the fJ§cHve Dat.§:.
_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 Eff§giYJi. Date are
authorized to be made i
or as authorized reimbursement payments, and that the details and circumstances of aU obligations under this Contract are
I
r

..x. 2. may be Incurred as of

r;:.QNIRACT END QAI~: Contract performance shaH terminate as of March 2, 2013 . 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
terms and warranties, to allow
out or transition performance, reporting, invoicing or final payments, or during any lapse between amendments.
CERTiFICAnONS: Notwithstanding verbal or other representations by the parties, the frEffective 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 kQfltractor Ctr!ificBtions (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 penormance 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 Corrll:D.QD.:1{:!§.2i~h Tenns 2QQ
Conditions, this Standard Contract Form Including tile lD.~tr.!J.Qt.i.QIl..§ . £D1.~.Q.D.t@.Q!9.l.Q.illf-ifications, the Request for Response (RFR) or other solicitation, the Contractor's Response,
and additional negotiated terms, provided that additional negotiated terms witt take precedence over the relevant terms In the RFR and the Contractor's Response only if made uslng
the process outlined in ~'pl CivlIilJ.07, incorporated herein, provided that any amended RFR or Respo se terms result in best value, tower costs, or a more cost effective Contract.
6YTHOR

G I _AfUR£FO~ THE CONTRACTOR:

X:

• Date:

Print Name:

us
Jeffrey Haidinger

Print Title:

President. Service

ORIZ GJIDNA

If)

7 &1.

ig ature)

E F R THE COMMONWEMIli:

~

~";i;cfc4=

,Date:
ignature and Oate Must Be Handwritten AtTi
-'K"'V"'ra'-S"'i"lv"._ _ _ _ _ _ _ _ _~

Director. Adminsistrative SelVices Division.

(Issued 612712011) Page to! 5_

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
INSTRUCTIONS AND CONTRACTOR Ct::RTIFICATIONS

Complete this section ONLY if this Contract is brand new. (Complete the

The following instructions and terms are incorporated by reference and apply to this CONTRACT AMENDMENT section for any material changes to an existing or an
Standard Contract Fonn. Textthat appears underlined indicates a "hyperiink" to an Internet expired Contract, and for exercising options to renew or annual contracts under a

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 wi!! make navigation between the form and the
hyperlinks-easier:-'Please-note-that-not-aH applicable laws halte'bean'cited;
CONTRACTOR LEGAL NAME (AND DIBtA): Enter the Full Legal Name of the
Contractors business as It appears on the Contractor's W-·9 or W..:1..£orm {Contract
Employees only} and the applicable Commorlweaitn 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 Lega! Address: Enter the Legal Address of the Contractor as it appears on
the Contracto~s W-9 or WA Form (Contract Employees only) and the applicable
Q.Qff.JlnOn~?alth Terms 811Q. Condition,§:, which must match the lega! address on the 10991
table in MMARS (or the Legal Address in HRfCMS for Contract Employee).
Contractor Contract Manager: Enter the authorized Contract Manager who witt 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 lega! notices and negotiate ongoing Contract issues. The Contract
Manager is considered "Key Personneln 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 AddressfPhoneJFax: Enter the electronic mall (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 "sted address, fax number(s) or electronic mail
address will meet any written legal notice requirements.
Contractor Vendor Code: The Department must enter the Ml\:iARS yendor Code
assigned by the Commonwea!th. !f 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 Federa! Tax Identification Number (TIN) in the Contract
documents match the state accounting system.

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 _$tate Jinance law and
_~uirements ___ &.guisition Policy and Fixed Assets, th? _
CommQQ,rries and
f)er.'ices POIifY. and the Procur~l]l®tLf}tQLm9.!l9DJ::entel- (Q§Qil.f1mel!.L~ontmgLGuidarL@j
for details.
Statewide Contract (OSD or an OSD·designated Dep~rtmel'\t). Check this option for a
Statewide Contract under OSO, or by an OSD-designated Department.
CoHective Purchase approved by 050. Check this option for Contracts approved by
OSD for collective purchases through federa!, state, local government or other entities.
Department Contract Procurement Check this option for a Department procurement
including state grants and federal sub.-grants under §l~_i:MR 2,QQ and ill.<:tte GraDi'L9:'l9
FedEt.r.§L~gr8nt~J:QJ~, Departmental Master Agreements (MA). !f mufti*Departrnent
user Contract, identify multi-Department use is allowable in Brief Description.
Emergency Contract. Check this optlon 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 Contractg,f, and when the planned Contract performance with an Individual
has been classified using the Em.QIQ1[lent Status FOl..f£l. (prior to the Contractor's seleCtion)
as work of a Contract Employee and not that of an !ndependent Contractor.
Legislative/Lega! 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. An Contracts with available options to renew must be amended referencing the
original procurement and Contract doc ids, since all continuing contracts must be
Vendor Code Address ID: (e.g., "ADOOi") The Department must enter the MMARS maintained in the same Contract file (even if the underlying appropriation changes each
Vendor Code Address ld identlfying the payment remittance address for Contract fiscal year.) "See 6!:nendJJl~tD(s. SuspelJ.§.iQ12§., and TerminatioDJ:9.!ifi.)
payments, which MUST be set up for EFT payments PRIOR to the first payment under the Enter Current Contrad End Date: Enter the termination date of the Current Contract
Contract in accordance with the 13m Payine and Vendor Fi[\O---'?Jl_~~\li1J, policies.
being amended, even if this date has already passed. (Note: Current Start Date is not
COMMONWEALTH DEPARTMENT NAlVJE: Enter the fulJ Department name with the requested since this date does not change and is already recorded in MMARS.)
authority to obligate funds encumbered for the Contract.
Enter Amendment Amount: Enter the amount of the Amendment increase or decrease to
Commonwealth !VjMARS Alpha Department Code: Enter the ltll~) letter ,klfAARS a Maximum Obligation Contract. Enter "no change" for Rare Contracts or if no change.
Cod9. assigned to this Commonwealth Department in the state accounting system.
AMENDMENT TYPE: ldentify the type of Amendment being done. Documentation
Department Business Mailing Address: Enter the address where all forma! supporting the updates to performance and budget must be attached. Amendment to
correspondence to the Department must be sent. Unless otherwise specified in the Scope or Budget. Check this option when renewing a Contract or executing any
Contract, legal notice sent or received by the Departmenfs Contract Manager (with Amendment ("material change" in Contract terms) even if lhe Contract has lapsed. The
conflnuation of actual receipt) through the listed address, fax number(s) or electronic mail parties may negotiate a change in any element of Contract performance or cost identified
address for the Contract Managerwill meet any requirements for legal notice.
in the RFR or the Contractor's response which results in lower costs, or a more cost~
Department B!l![ng Address: Enter the Billing Address or email address if invoices must effective or better value performance than was presented in the original selected response,
be sent to a different location. Billing or confinnation of delivery of performance issues provided the negotiation results in a better value within the scope of the RFR than what
should be resolved through the listed Contract Managers.
was proposed by the Contractor in the original selected response. Any "materia!" change
Department Contract Manager: Identify the authorized Contract Manager who wi!! be in the Contract terms must be memorialized in a formal Amendment even if a
responsible for managing the Contract, who should be an authorized signatory or an corresponding MMARS transaction is not needed to support the change. Additiona!
employee designated by the Department to represent the Department to receive lega! negotiated terms will take precedence over the relevant terms in the RFR and the
notices and negotiate ongoing Contract issues.
Contractu~s Response only if made using the process outlined in 801o.er-.m 21.07,
Department E-Mail Address/Phone/Fax: Enter the electronic mail (e*maU) address, incorporated herein, provided that any amended RFR or Response terms result in best
phone and fax number of the Department Contract Manager. Unless otherwise specified in value, lower costs, or a more cost effective Contract.
the Contract, !ega! notice sent or received by the Contract Manager (with confirmation of Interim Contracts. Check this option for an Interim Contract to prevent a lapse of Contract
actual receipt) through the listed address, fax llumber(s} or electronic mail address will performance whenever an existing Contract is being fe-procured but the new procurement
meet any requirements for written notice under the Contract.
has not been completed, to bridge the gap during implementation between an expiring and
MMARS Document IO{s): Enter the MMARS 20 character encumbrance transaction a new procurement, or to contract with an interim Contractor when a current Contractor is
number associated with this Contract which must remain the same for the life of the unable to complete fun performance under a Contract.
Contract If multiple numbers exist for this Contract, identify all Doc Ids.
Contract Employee, Check this option when the Department requires a renewal or other
RFRIProcurement or Other 10 Number or Name: Enter the Request for Response amendment to the performance of a Contract Employee.
(RFR) or other Procurement Reference number, Contract 10 Number or other Legislative/Lega! or Other. Check this option when legislation, an existing lega\
reference/tracking number for this Contract or Amendment and will be entered into the obligation, prohibition or other circumstance exempts or prohibits a Contract from being
Board Award Field in the MMARS encumbrance transaction forthls Contract.
competitively procured, or identify any other procurement exception not already listed.
::c.=-"=--''''-''-'=N-'E-'W,-cC''O-'N-'TR-'A-'CccT-'Sc-(-'le-cft::,-'ld''e::Q-'f-'F-'O''n-=D)-"=-::.=='----- Leglslative "earmarks" exempt the Contract solely from procurement requirements, and all
other Contract and state finance laws and pollcies apply. Attach supporting documentation

(Issued 612712011) Page 2 of 5

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
to explain and justify the exemption and whether Contractor selection has been publicly payments require justification and must be under same encumbrance and object codes as
posted.
the Contractp~yments. Performance dates are subject to Y.L..', c.4,J: 9.
c-~__-c-_-,C:.::OMMONWEALTH TERMS AND CON:::D"ITc::IO"N:::S'-_____

CONTRACT END DATE

Identify which Commonwealth.Jerms and Conditions the Contractor has executed and is The Department must enter the date that Contract performance will terminate. If the
incorporated by reference into this Contract This Form is signed only once and recorded Contract is being amended and the Contract End Date IS not changing, this date
on the Vendor Customer File (VCUST). See Vendor Fife and W"9~ Policy.
must be re-entered again here. A Contract must be signed for at least the initial duration
GOMPE~~SA-T-ION
~~,t~9tlo~9~( ~?rt_Jh~__ p_erio_~ ___ g{ _pf()~lJrt?~E::,!l,t ,l1ste:d__ in ,the RFR, _or _o~_er _s(}licit?tion
-----------==.
document (if appUcable), No new performance is allowa'ble beyond the end date w-ithout
Identify if the Contract is a Rate Contract (with no stated Maximum Obllgation) or a an amendment, but the Department may allow a Contractor to complete minimal dose out
Maximum Obligation Contract (with a stated Maximum Obligation) and identify the pelforrnance obligations if substantial performance has been made prior to the termination
Maximum Obligation. If the Contract is being amended, enter the new Maximum date of the Contract and prior to the end of the fiscal year in which payments are
Obligation based upon the increase or decreasing Amendment. The Total Maximum appropriated, provided that any close out performance is subject to appropriation and
Obligation must reflect the total funding for the dates of service under the contract, funding limits under state finance law, and CTR may adjust encumbrances and payments
induding the Amendment amount if the Contract is being amended. The Maximum in the state accounting system to enable final close out payments. Performance dates are
Obligation must match the MMARS encumbrance. Funding and allotments must be subject to G.L. c.4~.
verified as avai!ablll.§nd encumbereg prior to incurring obligations. If a Contract includes
both a Maximum Obligation component and Rate Contract component, check off both,
CERTIFICATIONS AND EXECUTION
speciflc Maximum Obligation amounts or amended amounts and Attachments must clearly See Q§Dili1m§nL.ttQPd Sigjl'!lj,[8_r.u1QorizationJ..9JLct and the ,~QDiracto.L&:!ttlOrizeq
outline the Contract breakdown to match the encumbrance.
SignatolY li~for policles on Contractor and Department signatures.
PAYMENTS AND PROMPT PAY OlSCOUNTS
Authorizing Signature for ContractoriOate: The Authorized Contractor Signatory must
-p-a-ym-e-n-ts-are-p-roce--'-ss:"e"d"w"tt"-hi"n"a:"4"5"d"a"y"p"ay"m'-e'-n"tCY"'-cl"e"th"ro"'u"9"'h"E'::F-T-in-ac-co-rd-an-ce-w-tth- (in their own handwriting and in ink) sign AND enter the date the Contract is signed. See
the Commonwealth ,~.lLE£yjDfL PoU9Y for investment and cash flow purposes. section above under "6.oJl~@iLG.QDJr.qQLSJilli DaJQ". Acceptance of payment by the
Departments may NOT negotiate accelerated payments and Payees are NOT entitled to Contractor shall waive any right of the Contractor to claim the ContractlAmendment is not
accelerated payments UNLESS a prompt payment discount {PPD) is provided to support valid and the Contractor may not void the Contract. Rubber stamps, typed or other
the Commonwealth's loss of investment earnings for this earlier payment. or unless a images are not acceptable. Proof of Contractor signature authorization on a ~.QntractQI
payments is legally mandated to be made in less than 45 days {e.g., construction 8.lJ.fuQJlzed ~natQIY..1istil).£t.may be required by the Department if not already on file.
contracts, Ready Payments under GL c, 29..20.23A). See Prompt Pay Discounts PQljQy. Contractor Name ITitle: The Contractor Authorized Signatory's name and title must
PPD are identified as a percentage discount which will be automatically deducted when an appear legibly as it appears on the Contractor Authorized ,~Jgx)atory listing.
accelerated payment IS made. Reduced contracts rates may not be negotiated to replace a Authorizing Signa1ure For CommonwealthlDale: The Authoilzed Depallrneni.ful11?lor,{
PPD. If PPD fields are left blank please identify that the Contractor agrees to the standard must (in their own handwriting and in ink) sign AND enter the date the Contract is signed.
45 day cycle; a statutory/legal exemption such as Ready Payments (G.L c. 29 §l.~); or See section above under "Anticipated Start Date". Rubber stamps, typed or other
only an initial accelerated payment for reimbursements or start up costs for a grant, with images are not accepted. The Authorized Signatory must be an employee within the
subsequent payments scheduled to support standard EFT 45 day payment cycle. Financial Department legally responsible for the Contract See QQnm1-Dlftl1i_lit.9!i. Signature
hardship is not a sufficient justification to accelerate cash flow for a/l payments under a 8.YiQQrization· The Department must have the legislative funding appropriated for an the
Contract. lnitia! grant or contract payments may be accelerated for the first invoice or initial costs of thIs Contract or funding allocated under an approveQJllierdepamnental,.§Q[:{j~:2
grant installment, but subsequent periodic installments or invoice payments should be weement (18& A Department may not contract for performance to be delivered to or by
scheduled to support the Payee cash flow needs and the standard 45 day EFT payment another state department without specific legislative authorization (unless this Contract is a
cycle in accordance with the Bill Paying Policy. Any accelerated payment that does not Statewide Contract). For Contracts requiring Secretariat signoff. evidence of Secretariat
provide for a PPD must have a legal justification in Contract file for audit purposes signoff must be included in the Contract file.
_ex_pl_ai~~"~~~_~ccelerated payments were allowable without a PPD.
Department Name !Title: Enter the AuthOrized Signatory's name and VUe legibly_

::::::o:::::.::====='-=======:c:===c-,---------

BRiEF DESCRIPTION OF CONTRACT PERFORMANCE

CONTRACTOR CERTIFICATIONS AND LEGAL REFERENCES

Enter a brief description of the Contract performance, project name and/or other identifying
infonnation for 1he Contract to speciflcaUy identify the Contract performance, match the
Contract with attachments, detellTline 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 Usen if other Departments can access
procurement. For Amendments, Identify the purpose and what !terns are being amended.
Merely statlng "see attached" or referencing attachments without a narrative deSCfiption of
performance is insufficient.

Notwithstanding verba! or other representations by the parties, the "Effective Date" of this
Contract or Amendment shan 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 spedfied, subject to any required approvals. The Contractor
makes all certifications required under this Contract under the pains and penalties of
pe~ury, and agrees to provide any required documentation upon request to support
compliance, and agrees that aU 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 certffies and agrees
that the Commonwealth is entitled to ownership and possession of aU "deUverables"
purchased or developed with Contract funds. A Department may not relinquish
Commonwealtll rights to deliVerabfes 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 '?ti31G.'2.~bsitQ as licensed to do
business in Massachusetts, as required by law.
Business Ethics and Fraud, Waste and Abuse Prever.Hon. The Contractor certifies that
perfonnance 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

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 ~J!§c!i\fe 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 renect the default g[§-.Qtive Date (if no FY is I1sted)
or the later FY start date (If a FY is listed). Use Option 2 only when the Contract will be
signed we!! 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 wi!! be signed prior to
fiscal year, Option 3 is used in lieu of the ,§Qf1iement 8111 Release Form when the
Contract/Amendment is signed late, and obligations have already been incurred by the
Contractor prior to the £ff~,gJLY~..1l111§. for which the Department has either requested,
accepted or deemed legally eligible for relmbursemen~ and the Contract includes
supporting documents justifying the performance or proof of eligibility, and approximate
costs. Any obligations incurred outside the scope of the f-ffectiY.Q Date, under any Option
listed, even if the incorrect Option is selected, shan be automatically deemed a settlement
induded under the terms of the Contract and upon payment to the Contractor wi!! release
the Commonwealth from further obligations for the identified performance. All settlement

(lssueO 612712011) Page 30f5

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
Public RecDids Jnd Access The Contractor shall provide full access to records related to
pelformance and compliance to the Department and officials listed under £KQ.Q~tive Orc!.ill
j95 and .§~1 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 andlor abuse may not be denied
and Contractor can not claim coofidentiali1y or trade secret protections solely for viewing
-but, not -retairtffig ·documents, '"Houtine-·Comract---pelfoffilance,,~mpliallCe---reports---Of
documents related to any allegeo breacn 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 subrontractors are
currently debarred or suspended by the federal or state government under any law or
regulation including, !;xecutive Older 147; i1.l..G: 29 s. 29F Q.Lfl.~]9R, G1. c, '149 ~
27C, S.l. c.149 § 44C, G.l. c.149, § 148f2: and ~L.c. 15f&1~~,
Applicable Laws. The Contractor shall comply with all applicable state laws and
regulations including but not limited to the appHcable MassagJll!.1Q.!ts General Laws; the
Official Code of Massachusetts Requiation~; ~ode of Massachusetts Regulations
(unofficial); ~01 CMR 21,00 (Procurement of Commodity and SeNice Procurements,
Including Human and Sodal Services); ~ 15..cMR 2",QQ (Grants and Subsidies); 808 CMR
1.QQ (Compliance, Reporting and Auditing for Human And Social Services); AICE6.
Standards; confidentlality of Department records under !lL~ 8GA; and the
M9,§'?-'iQ!:u!.~tt§.,g_QIl§titution A0icle XViii If appilcab!e.
Invoices, The Contractor must submit invoices in accordance with the terms of the
Contract and the Commonwealth 8m Paving Pailey.. 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 30tn , in order to make
payment for that perfonnance prior to the close of the fiscal year to prevent reversion of
appropriated funds. Failure 10 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 Contrat::tors
acceptance of this estimated payment releases tlie 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 GL 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 oraf 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.i2,.7A s. 3 and 815 CMF 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, cance! 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.
Tal( law CompHance. The Contractor certifies under the pains and penalties of peDury
tax compliance with Federar~~la..wj; &tatE: @x law,'i including but not limited to G,L-,-.Q.,
62C, Q.l:..2:...lif_G. .,3!. 49A; compliance with aU state tax. laws, reporting of employees and
contractors, withholding and remitting of tax with holdings and child support and is in good
standing with respect to aU state taxes and returns due; reporting of employees and
contractors under GL_c§Xi;, withholding and remittlng £bJKL~.!mQQr! including §J.S
119A s, 12; TIR G.§.-11: New_JnQ~Qend'§.flt CQDtr8ct..oJJ:!].!!l:}!QD.~ and applicable JIR::):.
Bankruptcy, Judgments, Potentia! Structural Changes, Pending Legal Matters and
Conflicts. The Contractor certifies it has not been in bankruptcy andior receivership within
the last three calendar years, and the Contractor certifies that it wi!! immediately notify the
Department in writing at least 45 days prior to filing for bankruptcy and/or receivership,
any potentia! structural change in its organization, or if there ls any risk to the solvency of
the Contractor that may impact the Contractor's abifity to timely fulfill the terms of thls
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 detal!s of any judgment. criminal conviction, investigation Of 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 (660) rules.
Federal Anti-Lobbying and Other Federal Requirements. If receiving federal funds, the
Contractor certifies compliance with feaeral anti-lobbying requirements including 31 US(:
--1352;' QiQer {edera!--r®uirements:' fX-eeutive- Of~X:Jj246; A.ir PQ!i\liiQ[t /Act ·Federal·Vl/aier
E.o!lution CQIllioi Act and federal Employment laws.
Proteclion of Personal Data and Jnformation. The Contractor certifies that aU steps wi!!
be taken to ensure the security and confidentiality of all Commonwealth data for which the
Contractor becomes a holder, e,·ther as part 0 f pellormance or . dverten tl y dunng
.
ma
performance, with specia! attention to restricting access, use and disbursement of personal
data and information under G.l. c, 9:JH and c, GGA and Executive Order 504. The
Contractor is required to comply with G.l. c, 93! for the proper disposal of all paper and
electronic media, backups or systems rontaining personal data and information, provided
further that the Contractor Is required to ensure that any persona! data or information
transmitted electronically or through a portable device be properly encrypted using (at a
minimum) Inlormation.JechnolQ[LQivision Jlli)l Protection.of Se1}§iti\le infoI,m,§tiQ.Q,
provided further tliat any Contractor naving access to credit card or banking information of
Commonwealth r.ustomers certifies that the Contractor is PCI compliant in accordance with
the Payment Card !ndus1t:Y...Q.ouncil_~lglndard2 and shall provide confirmation compliance
during the Contrac~ 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 Of infonnation, and in the event of a
securtty breach, the Contractor shall cooperate fully with the Commonwealth and provide
access to any information necessary for the Commonwealth to respond to tne security
breacll and shall be fully responsible for any damages associated with the Contracto~s
breach induding but not Hmite<l to !0Lg· 21!.2.:3]..:Corporafe and Business FiHngs and' Reports. The Contractor certlfles compliance with
any certiflcation, filing, reporting and service of process requirements of the 21lli§t@:JY,.Qf
the Commonweallli, the Qflice 01 tlJe .A.ttorr!S?:LYJl!l§f!'lJ or other Departments as related to
its conduct of business in the CommQnwealth; 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, induding but not limited to
fl'.l.L§",2,J (PrevaHing Wages for Printing and Distribution of Public Documents); Ql.:.i2"
7 s. 22 (Prevailing Wages for Contracts for Meat Products and CiothiDQ and Appare.Q;
m1Dlmvl11 wages and prevailing waqe programs and payments; Y.!J~rr!1my.ment insurance
and contributions; ~vorkers' compensation and insurance, childJ@mJaws., ~,Q.QJair 1£9.91
PJ:e.9.TIQI2; §1~.hJ..42.. (Labor and Industries); gl..~~.~50A (L.abor Relations); §'1.,-~.:t?1
and 455 CMR 2,00 (Minimum£i2.ir Wages); §/L c, ,1516 (Employment and Training); ~LL
9~.J51~_{Unfawfuf Discrimination): GL c. 151E (Business Discrimination); Q,.l,.J~,_J5?
(Workers' Compensation); Y,L.. c.15] (LiabH!~1 for Injuries); 29 USC-.----h.J? (Federal Fair
Labor Standards); ~911.BQ.Lf~. and the Federal Family and Medical Leave Act
Federal And State laws And Regulations Prohibiting DiscrimInation including but not
limited to the Federal....£.ru.L<;lL EmoIQ.YI!l©:DLQQQldUiHlity..J:J;£QLLaws the }\rnerigans WI\Q
Disabilities Act" 1.2 U,:'2.C !:.~ec,j£JQJ st se;1" the 1l~'1abilitation Act, 29J1§i::...h.:t§,.2.,---7.9A:
29 USC c, 16. s. 701; ZH-J,lliQ..h....1.1,,-ii2J.; theJ.2.lLSC c ,:1~; (Federal Fair Housing Act); Q.,
L.L 15iBjUnlawfu! Discrimination): Q.L, c, 1511;, (Business Discrimination); the Public
Accommodations Law G.L 0lu~._9~.; GL c. 272 s, _ and 98A, Mass?Q1l1setts
9l}
Constitution Article CXI\[ and Q.l."J;.;_93 s. :]i::}; 47 USC c. 5 SC. Ii. tart Ii, s, 255
(Telecommunication Act; Chapter 149, ~GtiQD ...1Q§.Q, G.L. c. 1~J.£, G.L. c. 272, .fi§ctiQl1
~ SectioD_2§ and Section 9SA, and G.L. c. 111, 5'§91iQ!.U.~.A, and M?!i$achusells
Q.i.§.@lli1Y.~Sased Non-Discrimination Standards For ExecuHve~8ranch Entilies, and related
Standards and Guidance, authorized under Massachusetts Executive Order or allY
disability-based protection arising from state or federal law or precedent See also MeAD
and iv1CAP links.and 8:eso~lce~.
Small Business Purchasing Program (SBP?). A Contractor may be eliglb!e to
partiCipate in the SBPP, created pursuant to .~!iQl::.!J!lYQ_QriL~c5.n if qualified through the
SBPP SmartBld subscription process at www.comm·pass,comandwithacceptanceofthe
terms of the SBPP participation agreement
Limitation of Liabmty for !nfonnation TechflOlogy Contracts (and other Contracts as
Authorized). The InformaJiQi"l Techt}olooy Mar,d_ffi.QfyJ2n.Sf.ifjyatiol1s and the !IA~quisitiOf]
AQ..t&~!Yili\Y,,~Q.G1:rlliH?fl91@gQ are incorporated by reference jnto Information Technology
Contracts. The following !anguage wi!! apply to Information Technology contracts in the
U01, U02, U03, U04, U05, U06, U07, U08, U09, U10, U75, U98 object codes in the
£~QS)ndj(ure qil·~~lHcatio[L Handboo~ 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

(Issued 612712011) Page 4 of 5

COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
damages to the Commonwealth as a result of third party claims, provided, however, that
the foregoing in no way llmits the Commonwealih'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 tenn
"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--iost- profrts~ oHhe Commonwealth;-ln -no- -event--sttaU--~other

Executive Order 346. Hiring of State Employees By State Contractors Contractor certifies
compliance with both the conflict of interest law G.L. c. 26M specificaiiv s, 5.ill. 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 ·oHhe--Gontracf;--ihe"decisiofHo· award· the·· CDlllraci; and/or 1I1e -supelVision £If
damages' exceed the greater of $100,000, or two times the value of the product or service oversight of performance under the Contract.
(as defined in the Contract scope of work) that is the subject of the claim. Section 11 sets Executive Or~er 444. Disclosure of Family Relationships With Other State. Employees.
forth the contractor's entire liability under a Contract Nothing in this section shalllimlt the Each person applying for employment (including Contract work) within the Executive
Commonwealth's ability to negotiate higher limitations of liability in a particular Contract, Branch under the Governor must disclose in writing the names of all immediate famiiy
provided that any such limitation must specifically reference Section 11 of the related to immediate family by marriage who serve as employees or elected officials of the
Commonwea!tl1 Terms and Conditions. In the event the limitation of liability conflicts with Commonwealth. AI! disclosures made by app!icants hired by the Executive Branch under
accounting standards which mandate that there can be no cap of damages, the limitation the Governor shall be made available for public inspection to the extent permissible by law
shall be considered waived for that audit engagement These terms may be applied to by the official with whom such disclosure has been filed.
other Contracts only with prior written confirmation from the Operational Services Division Executive Order 504. Regarding the Security and Confidentiality of Personal Information,
or the Office of the Comptroller. The terms in this Clarification may not be modlfied.
For aU Contracts involving the Contractor's access to personal information, as defined In
NOlthern treland Certification. Pursuant to .GL r;J. S. 22C for state agencies, state Q.L..£ 93H, and personal data, as defined in QLL.§§6, owned or controlled by
authorities, the House of Representatives or the state Senate, by signing this Contract the EXecutive Department agencies, or access to agency systems containing such information
Contractor certifies that it does not employ ten or more employees in an office or other or data (herein collectively "persona! information"), Contractor certifies under the pains and
faciUty in Northern Ireland and if the Contractor employs ten or more employees in an office penalties of peQury that the Contractor (1) has read Commonwealth of Massachusetts
or other facility located in Northern Ireland the Contractor certifies that it does not Executive Order 504 and agrees to protect any and all persona! information; and (2) has
discliminate In employment, compensation, or the terms, conditions and privileges of reviewed aU of the Commonwealth Info..rmatiM .-.Ie~~~}n.Q.tQgY_,.D.i.\'-hlLQn.~.iL~?~L!,lrJ!y
employment on account of religious or political belief; and it promotes religious tolerance !:oHcie.:§.. Notwithstanding any contractual provision to the contrary, in connection with the
within the work place, and the eradication of any manifestations of rellgious and other Contractor's performance under this Contract, for all state agencies in the Executive
illegal discrimination; and the Contractor is not engaged in the manufacture, distribution or Department, including all executive officeS, boards, commissions, agencies, departments,
sale of firearms, munitions, including rubber or plastic bullets, tear gas, armored vehicles or divisions, councils, bureaus, and offices, now existing and hereafter established, the
military aircraft for use or deployment in any activity in Northern Ireland.
Contractor shall: (1) obtain a copy, review, and comply with the contracting agency's
PandemiC, Disaster or Emergency Performance. In the event of a serious emergency, Information Security Program {ISP} and any pertinent security guidelines, standards, and
pandemic or disaster outside the control of the Department, the Department may negotiate policies; (2) comply with aU of the Commonwealth of Massachusetts Information
emergency performance from the Contractor to address the immediate needs of the Technology Division's "Security Poticies") (3) communicate and enforce the contracting
Commonwealth even If not contemplated under 1he original Contract or procurement. agency's ISP and such Security Policies against aU employees (whether such employees
Payments are subject to appropriation and other payment terms.
are direct or contracted) and subcontractors; (4) implement and maintain any other
Consultant Contractor Certifications (For Consultant Contracts "HH" and "NN and reasonable appropriate security procedures and practices necessary to protect persona!
"U05" object codes subject to G.L. Chapter 29 s. 29A). Contractors must make required information to which the Contractor is given access by the contracting agency from the
disclosures as part of the RFR Response or using the Q.Qrlsultant Contr§.Qi.or MADQatOty 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
Submission Form.
Attorneys.. Attorneys or firms providing legal services or representing Commonwealth employees are direct or contracted) or subcontractors during or after the term of this
Departments may be subject to G.t... c. 30 s. 65, and if providing litigation services must be Contract, and any breach of these terms may be regarded as a material breach of this
approved by the Office of the Attomey General to appear on behalf of a Department, and Contract; {6} in the event of any unauthorized access, destruction, use, modification,
shall have a continuing obligation to notify ttle Commonwealth of any conflicts of interest 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
arising under the Contract
Subcontractor Performance. The Contractor certifies ful! responsibility for Contract unauthorized use: (b) provide full cooperation and access to Information necessary for the
performance, including subcontractors, and that comparable Contract terms will be contracting agency to detennine the scope of the unauthorized use; and (c) provide full
included in subcontracts, and that the Department will not be required to directly or cooperation and access to information necessary for the contracting agency and the
Contractor to fulfil! any notification requirements. Breach of these terms may be regarded
indirectly manage subcontractors or have any payment obligations to subcontractors ..
as a material breach of this Contract, such that the Commonwealth may exercise any and
EXECUTlV" ORDERS
For covered Executive state Departments, the Contractor certifies compliance with all contractual rights and remedies, including without limitation indemnlflcation under
applicable Executive Orders (see also ~..9..2sac.lli!?etts Execu~~e Orders), induding but not Section 11 of the Commonwealth's Terms alt(L£9...!l..cjjli.QD~, withholding of payments,
Contract suspension, or termination. In addition, the Contractor may be subject to
limited to the specific orders listed below. A breach during period of a Contract may be
applicable statuto!)' or regulato!)' penalties, including and without limitation, those imposed
considered a materia! breach and subject Contractor to appropriate monetary or Contract
pursuant to G.L c. 93H and under 91. c. 214 § 38 forvio!ations underM.G.L c. 66A.
sanctions.
Executive_Ordel]._._~?l.~'§ and 526.., Executive Order 526 (Order Regarding Non.!;Mcutive Order 481. Prohibiting the Use of Undocumented Workers on State Contracts.
Discrimination, Diversity, Equal Opportunity and Affirmative Action which supersedes
For all state agencies in the Executive Branch, including all executive offices, boards,
Execufly.S!__QJ.9fL4JJlJ. £;)§..9Jli:!!?...iJrder 52~ (Establishing the Massachusetts Supplier
commisSions, agencies, Departments, divisions, councHs, bureaus, and offices, now
Diversity Program which supersedes Executive Order 390), .l2:ecu!iys Or(lliL 523
existing and hereafter established, by signing this Contract the Contractor certifies under
(Establishing the Massachusetts Small Business Purchasing Program.) All programs,
the pains and penalties of peQury that they shat! not knowingly use undocumented workers
activities, and services provided, performed, licensed, chartered, funded, regulated, or
in connection with the performance of this Contract; that, pursuant to federal requirements,
contracted for by the state shall be conducted without unlawful discrimination based on
shafl verify the immigration status of workers assigned to a Contract without engaging in
race, color, age, gender, ethnicity, sexual orientation, gender identity or expression,
unlawful discrimination; and shall not knowingly or recklessly alter, falsify, or accept altered
religion, creed, ancestry, national origin, disability, veteran's status (including Vietnam-era
or falsified documents from any such worker
veterans), or background. The Contractor and any subcontractors may not engage in
Executive Order 130. Anti-Boycott. The Contractor warrants, represents and agrees that discriminatory employment practices; and the Contractor certifieS compliance with
during the time this Contract is in effect, neither it nor any affiliated company, as hereafter applicable federal and state laws, rules, and regulatlons governing fair labor and
defined, participates in or cooperates with an international boycott {See IRe § SS9Ib)@!:: employment practices; and the Contractor commits to purchase supplies and servlces from
ill, and IRS Al,!dil Guidelinei BOY..t;:otts) or engages in conduct declared to be unlawful by certified minority or women-owned businesses, small businesses, or businesses owned by
G.L. c. 151 E s. 1. A breach in the warranty, representation, and agreement contained in socially or economically disadvantaged persons or persons with. disabilities, These
this paragraph, without limiting such other rights as it may have, the Commonwealth shall provisions shall be enforced through the contracting agency, OSD, and/or the
be entitled to rescind this Contract. As used herein, an affiliated company shall be any Massachusetts Commission Against Discrimination. Any breach shall be regarded as a
business entity of which at least 51% of the ownership interests are directly or indirectly material breach offue contract that may subject the contractor to appropriate sanctions.
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, orwhich directly
or indirectly owns at least 51 %of the ownership interests of the Contractor.
ff

(Issued 612712011) Page 5 of 5

FOURTH AMENDMENT TO
CONTRACT FOR A SECURE INMATE CALliNG SYSTEM AND RELATED
SERVICES

DOC fiLE NO.1000-PHONE2006

THIS FOURTH AMENDMENT TO THE CONTRACT FOR A SECURE
INMATE CALLING SYSTEM AND RELATED SERVICES DOC File No.1000, 2011, ("Fourth Amendment"), amends
Phone2006, dated Octobu l'-f
and revises the Contract between the Massachusetts Department of Correction,
with an address at 50 Maple Street, Suite 3, Milford, MA 01717 ("MA DOC") and
Global Tel*Link Corporation, a Delaware corporation, having its principle place of
business at 2609 Cameron Street, Mobile, AL 36607 ("GTL").
MA DOC and GTL hereby agree to amend and revise the Contract as
follows:
Section 2.20 is amended to include the statement:
"Pursuant to the exercise of the third (3) and final of three one (1) year
renewal options, the current expiration date of the Contract shall be March 2,
2013."
All other terms and conditions of the Standard Contract between GTL and
the DOC remain in full force and effect.
Current inmate domestic debit and collect calling rates are attached.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have duly executed this Amendment as of the date first written above, which is
entered by the second party to sign.
Global Tel*Link Corporation

By:

-:-~==,,-,-=,..--:-c:-:-:"-------L----­
Jeffrey B. Haidinger
President, Services

Massachusetts Department of Corrections

BiJIt:!I Svw-

Kyr S a
Director, Administrative Services
Division

A ITACHMENT A

Inmate Domestic Debit and Collect Calling Rates
Massachusetts Department of Correction

MASSACHUSETTS DEPARTMENT OF CORRECTION
INMATE CALLING RATES FOR SECURE INMATE CALLING SYSTEM

B.CALLS WITHIN MASSACHUSETTS
Collect & Advance Pay
$.86 per call surcharge + $.10 per
Collect
minute
$.65 per call surcharge + $.075 per
Pre-Paid Debit
minute

C. CALLS OUTSIDE OF MASSACHUSETTS
Collect & Advance Pay
$.86 per call surcharge + $.10 per
Collect
minute
$.65 per call surcharge + $.075 per
Pre-Paid Debit
minute

Cost of 20 Minute Call

$2.86
$2.15

$2.86
$2.15