Massachusetts Higher Education Consortium 505 East Pleasant Street, Amherst, MA 01003-9259 Phone: 413-545-4669 ~ Fax: 413-577-2202

INVITATION FOR BID (IFB): MC01-X91

Contract Manager’s Name – Mary Smith

CONTRACT NAME: Snacks BID POST DATE: February 1, 2012

CONTRACT TERM: 2 Years PUBLIC BID OPEN/DUE: March 01, 2012

It is the intention of the Massachusetts Higher Education Consortium (MHEC) to establish a Regional Contract that satisfies the needs of its membership in the purchase of the following categories of products & services of Snacks.

This IFB covers individually packaged snack products including but not limited to: potato chips, pretzels, corn chips, etc. MHEC is seeking responsible bidders to supply its members with quality food snacks.

Company Information PLEASE COMPLETE INFORMATION BELOW Company Name, dba: Fran’s Potato Chip Factory

Street Address: 55 Ruffle Way City, State, Zip Boise, ID 99999

E-Mail Address: rpchip@FCsnacks.com Phone Number: 555-555-5555 Fax Number: 555-555-5555 Toll Free Number: 555-555-5555

*Signature: Fran Crinkle Note: Please

use ink. Printed Name: Fran Crinkle By signing this document you are certifying that you HAVE BEEN DESIGNATED BY YOUR COMPANY’S PRESIDENT, CHIEF EXECUTIVE OFFICER, CHIEF FISCAL OFFICER, CORPORATE CLERK, BOARD OF DIRECTORS OR LEGAL COUNSEL AS AN INDIVIDUAL WITH THE AUTHORITY TO SIGN BIDS, CONTRACTS AND ALL OTHER FUTURE AGREEMENTS AND LEGAL DOCUMENTS ON BEHALF OF THE COMPANY.

The Bid must be in hand on the Bid open date and time. If you are

processing last minute – Hand Deliver. Delivery services are not 100%

accurate.

Sign the Bid, failure to do so will result in a

Bid rejection.

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Table of Contents

Checklist: Bid Requirements……………………………………………………………………………….3

PART 1: INTRODUCTION……………………………………………………………………………………..4

About the MHEC……………………………………………………………………………………….4

PART 2: SCOPE…………………………………………………………………………………………………….5

PART 3: KEY INFORMATION……………………………………………………………………………….11

PART 4: TERMS & CONDITIONS………………………………………………………………………….13

PART 5: SALES & DEALER INFORMATION……………………………………………………………17

PART 6: REFERENCES………………………………………………………………………………………….18

PART 7: AFFIDAVITS/FORMS……………………………………………………………………………….19

Tax Compliance Certification…………………………………………………………………….19

Contract for Services…………………………………………………………………………………20

PART 8: MHEC VENDOR RELATED FORMS…………………………………………………………..28

PART 9: BID RESPONSE and EXCEL SPREADSHEET INSTRUCTIONS – V2 Form………30

Common Omissions/Errors:………………………………………………………………………………..37

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Checklist: Bid Requirements

Attention Bidder: You should complete and submit all documents detailed below in the appropriate format. Please read the instructions carefully.

Submit one complete bid package: Hard Copy: Print compete bid document, then insert tabs at the appropriate places using the label name Part # in the label column below and insert into a packet. Electronic Copy: All files should be submitted on a USB flash drive. Please be sure you have labeled your USB (flash drive) appropriately and affixed it securely to your packet. Mailing of Package: Sealed bid package marked clearly as detailed in Part 3. The bid response must arrive no later than the date and time specified on the front page of the bid document. Late arrivals will be disqualified.

Label Completed

Part 1 A

Cover, Page 1/Front Page - Company Information: Complete and sign

FC Part 2

B

C

D

E

F

Scope: Submit all documents Copy of the W-9 Copy of the certificate of insurance Copy of your annual report or link to on-line data Marketing plan Environmental plan

FC

Part 3 G

Key Information: Read and agree. Submission of a bid response indicates agreement to Part #3

FC

Part 4 H

Terms & Conditions: Read and agree. Submission of a bid response indicates agreement to Part #4

FC

Part 5 I

V1-Sales & Dealer Information: Complete, sign and submit

FC

Part 6 J

References: Complete and submit

FC

Part 7 K

L

M

Affidavits / Forms: Complete, sign and submit Certificate of Non-Collusion, Tax Compliance, Contract for Services Commonwealth of MA Standard Contract Form Commonwealth of MA Terms & Conditions

FC

Part 8

N Vendor Related Forms: Complete, sign and submit Sales Volume Reporting Vendor Contact

FC

Part 9 O

P

Q

Bid Response & Excel Instructions: Excel workbook, submit both printed and electronic (USB) copy

V-2 Bidder Response Form V-3 Price List (s) for all products offered (If on USB, indicate here) V-4 V4/Offer Page

FC

Other forms or Appendixes as needed, list here

EXAMPLE OF A CORRECTLY TABBED BID

Do not re-label tabs!

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Part 1: INTRODUCTION

About the MHEC

Massachusetts Higher Education Consortium (MHEC) was formed in 1977 and was established by M.G.L. Ch. 15a, Sec 24A to create efficiencies in the State College and University procurement processes by leveraging purchasing volume to negotiate better prices. The MHEC Bid, Award, and Contract process is in compliance with Public Biding Laws, Rules and Regulations. As a premier contracting group, all current MHEC contracts can be adopted by its Members without the additional IFB process work needing to be done before contract use.

Today the MHEC has expanded its membership to include non-profit public and private institutions of higher education, technical, charter and vocational schools, municipalities including elementary and secondary schools, preparatory schools, and educational non-profit organizations located within New England.

The MHEC membership list can be found by clicking on this link: http://private.mhec.net/ListMembersAlpha.asp

MHEC Objectives

Provide a comprehensive competitively bid contract offering products and services to participating MHEC members; Establish the contract as a Supplier’s primary offering to MHEC members; Achieve cost savings for Suppliers and MHEC members through a single competitive solicitation process that

eliminates the need for multiple bids or proposals; Combine the spend volume of MHEC members to achieve cost effective pricing; Reduce the administrative and overhead costs to Suppliers and MHEC members through state of the art ordering

and delivery systems; Provide MHEC members with environmentally responsible and price competitive products and services.

Fiscal Year # of Members Contracted Volume Transacted Member Savings

FY 2012 400+ (see website) $161M $81M

To learn more about MHEC and or subscribe to our vendor services please see MHEC vendor related documents, and or our website: www.mhec.net.

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Part 2: SCOPE

1. Commodity Specifications –

Includes all Potato chips varieties manufactured by Fran’s Potato Chip Factory Original, barbeque, sour cream and onion, ruffles and cheddar All bags must be individual three ounce servings shipped in boxes of 30 packages Must be unopened bags in the box No refurbished bags Three quarters of all chips must be intact upon opening bags Bag must be made of at least 30% recycled materials

This IFB covers all items pertaining to MC01-X91 Snacks that would be classified as Potato chips bags Potato chip packing products

General categories but not exclusive to be considered:

Potato chip bag protection, bag quality, bag variety and related potato chip supplies

Some of the specific items that could be included but are not limited to are:

Adhesives, packing boxes, nutritional information, bags, barcode equipment and supplies, transportation carts, labels, receipt printers and supplies and potato chip related products and equipment.

V4/OFFER PAGE SECTION & CATEGORY LIST: Use the following Sections and Categories ONLY when completing the

V4/Offer Page Columns D and E. Please note that Sections # and categories may not be changed.

Section # (use

when completing

the V4/Offer Page

Category Names (use when completing the

V4/Offer Page)

The following are examples of Sub-

Categories (use when completing the

V4/Offer Page)

1 Potato Chips Unsalted, salted, salt & vinegar, BBQ

2 Pop Corn Salted, cheddar, caramel, chocolate

3 Corn Chips Cheddar-baked, unsalted-baked, Salted-

baked

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2. Bidding Options:

a. Bidding Entire Catalogs: It is preferred but not required that bidders offer their complete line of products via a printed catalog OR an online dedicated web link to a landing page specifically designed for the MHEC members OR an on-line ordering system showing; items, list price, discount percentage, net pricing and additionally order status and history. All items offered by a bidder but beyond this IFB’s Scope could be accepted as a

convenience to the membership. Any Bidder offering complete catalogs for consideration should indicate the discount percentage by catalog sections/categories.

Bidder Instructions: In the V4/Offer Page under the “Brand” column (B), please indicate whether

you are bidding your entire catalog by entering “Entire Catalog” in the column.

b. Bidding By Category: Bidders may choose to bid one, two, several or all of the categories listed in this IFB. Any combination of one or all of the categories will not affect the weight of the evaluation for award of a contract resulting from this IFB. Responses should include a clearly stated discount for each category. Categories of items for this IFB are listed in the V4/OFFER PAGE SECTION & CATEGORY LIST (see above). The Categories listed are the best representation of the categories needed. However, if these category descriptions do not account for or represent the entire bidder’s offering of products, a bidder may list additional category titles that are used

within their catalog offering. (Individual items such as single potato chip bags are not considered a category).

Bidder Instructions: In the V4/Offer Page under the “Category” column (E), please use the specific

categories identified above. Please note that “sub-categories” may be altered.

c. Bidding Entire Brand: It is encouraged that suppliers bid entire brand lines. Bidders may do so by listing them in the V4/Offer Page spreadsheet.

Bidder Instructions: In the V4/Offer Page under the “Bidding Entire Brand” column, please indicate

whether you are bidding the entire brand by entering “yes” or “no” in Column C. 3. Discounts and Prices: Discounts should be indicated as a percent off of catalog/MSRP/Retail price or percentage

markup above cost by category where applicable and in the Excel worksheet attached to this IFB. Bidders responding with their entire catalogs should consider and offer deeper discounts for the most popular brands and/ or products beyond the discounts for catalog sections. These items can be listed in the V4/Offer Page as separate line items in addition to the catalog section discount. Manufacturer’s part numbers should not be used in your offer but

can be referenced in your price list. Any price list that has been modified by a vendor for its own purposes should have a cross reference list attached that will allow generic price comparisons. Source pricing should be submitted as part of this IFB in an electronic format that can be used for price comparisons. Paper price lists, catalogs, or other means may be submitted for clarification and/or examples. Use of and/or access to manufacturers websites are acceptable.

Brands and model numbers, where listed in the IFB, are used for specification reference only, unless otherwise stated, and are not intended to limit consideration of an approved equal or equivalent item. Descriptive information or a sample may be requested for any item proposed other than the referenced item. MHEC reserves the right to award all line items or only specific line items within the bid based on the competitive prices range for the lowest price and lowest overall total cost of the line item.

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Bidders must submit a V4/Offer Page to be considered responsive. Bidders may not change or alter any of the fixed fields/columns in the V4/Offer Page spreadsheet.

Volume Discounts: A volume tier discount structure should be included for larger single orders offering improved pricing. Volume discounts should be tiered and maximized by dollar amount or unit. Volume discounts must be clearly identified in the offer. (“Negotiable” or “To Be Negotiated” is not an acceptable response.)

On-line Ordering Discounts: If a bidder offers on-line ordering capability, the bidder should consider offering additional discounts for on-line orders.

PRICE DISCOUNT EXAMPLES Based on Traditional Purchases: 45% off MSRP Based on Volume: Purchases >$5,000 = 50% / Purchases > $10,000 = 55% Based on “Online” orders Additional 10% Based on Entire Catalog 10% + deeper discounts on major brands

Bidder Instructions: The list price, % discount and net pricing information OR cost, % mark-up and net pricing information should be submitted on the V3/Pricelist/Excel spreadsheet. Additional pricing information (pricelist date/terms, price list source, % discounts, volume or tier discounts and minimum order information) should be submitted on the V4/Offer Page.

4. Market Basket Order Pricing: Contract Managers (Do not delete this entry completely it will skew the matrix) can use this or similar language if a Market Basket pricing approach is being used. In addition to the V4/Offer Page, Suppliers are required to submit actual pricing in the V3 Pricelist workbook for all of the Market Basket items identified. This will be used to compare actual net price offered to the MHEC Members. Suppliers must submit this sample pricing, as well as entire catalog pricing if offered, to be considered for this IFB.

5. Freight or Delivery Charges, Dock Delivery Discounts: It is desirable that all pricing include shipping, handling, installation and inside delivery. MHEC encourages FOB “Destination” with freight included. If this is not possible, the

MHEC encourages bidders to offer dock delivery discounts.

Bidder Instructions: In the Bidder Response Form V2, please indicate whether FOB is destination or origin and explain your freight and delivery charges. Explain your policy on partial shipments, your delivery (own trucks or third party courier) and shipping methods, delivery time frames, minimum order requirements and other delivery and freight information. Finally, on the V4/Offer Page under Column N, please indicate whether FOB is destination or origin and under Column O, please explain whether freight is included or whether there is an additional charge and if so, indicate how that charge is calculated. Your answers to the freight and FOB questions on the Bidder Response Form V2 and V4/Offer Page must match.

6. MHEC Price Transparency: It is important that MHEC members have access to transparent and accurate pricing. Bidders may meet this requirement either through creation of a dedicated MHEC landing page with discounted pricing clearly stated or by offering online catalog based ordering in the MHEC Marketplace. These two options are explained in greater detail below.

a. Landing Page – Dedicated MHEC Webpage: – The bidder can commit to create and maintain a dedicated

webpage promoting the products and services available on the contract. At a minimum the website should display the pricing available to MHEC members (MSRP pricing with % discount or cost plus % mark-up and the net pricing.) Features of the page should include but are not limited to: in depth information about the products and services, model selections, configuration options, contract pricing, easily configuring products, saving an electronic quote, and tracking the order online from time of order placement to receipt of delivery. If the Bidder chooses this option, MHEC members will have access to transparent, friendly net pricing and a dedicated MHEC page hosted by the successful bidder; or

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b. Login Order Site - E-Commerce / MHEC Marketplace: It is preferred that bidders offer an e-commerce,

online ordering system in the MHEC Marketplace. The purpose of the MHEC Marketplace is to provide expedited ordering, transparent and easily accessible pricing and expedited service to MHEC members. This is not a requirement of the contract; however it is encouraged to enhance accessibility to the membership. Please visit www.mhec.net to view the MHEC Marketplace. Bidders with full on-line catalog access can be listed in the MHEC marketplace. Examples of full on-line catalog access include a link on the MHEC Marketplace page to your MHEC page with a login and password option for members to access your full on-line catalog with MHEC contract pricing. It can include instructions for members to create their own accounts.

c. Hardship - Please Note: If the option above poses a hardship, bidders may provide a statement outlining why they are unable to create a page for the MHEC members or join the MHEC Marketplace. Exceptions will be made on a case by case basis. Bidder Instructions: Please indicate in the Bidder Response Form V2 which option your company will be using should you be awarded a contract: either creating a dedicated MHEC website or joining the MHEC Marketplace and explain in detail the features of the website, how members will get access to pricing and what information it will include (for example, part #, list price, % discount and net pricing).

7. Return Policy and Procedures:

Bidder Instructions: In the Bidder Response Form V2, please explain your company’s return policy/ procedures or provide a web link to the policy.

8. Company Information: Please tell us about your company, your experience, organizational structure, number of employees, locations, certifications, annual revenue and any other information that will assist MHEC in evaluating your company. Please identify whether you are a manufacturer bidding direct, a manufacturer bidding using dealers, or an authorized dealer, distributor or supplier. Please identify your computer and staff customer support capabilities including ordering processing and management. Finally, provide MHEC with the contact people within your company that will be working with MHEC should you be awarded a contract.

Bidder Instructions: In the Bidder Response Form V2, please complete all of the questions about your company.

9. Environmentally Preferable/Sustainability Programs: There is a need among MHEC Members to consider the environmental impact of the products/services purchased.

Bidder Instructions: In the Bidder Response Form V2, please identify any “Green” characteristics of the goods and services in your proposal and identify the certifying agency that established those standards.

10. Equipment Removal and Disposal: Please identify your policies for removal, recycling, disposal or destruction of old equipment and procedures for cleanup and recycling of packaging materials. Include procedures in place for data cleaning and data protection. If there are additional charges for these services, please include these on the V4/Offer Page.

Bidder Instructions: In the Bidder Response Form V2, please provide this information.

11. Expo: The MHEC schedules a one day annual product Expo every year typically in September. The cost to exhibit is approximately $1,395. The Expo event is important because it provides end users with the opportunity to meet MHEC Supply Partners and receive important information on new products and services. For more information about the MHEC Expo, visit www.mhec.net. Willingness to participate in the Expo is not required and will not be part of the evaluation process. However, Bidders who indicate their willingness to exhibit at EXPO in their response will be required to participate as an exhibitor at the event for the duration of their contract.

Bidder Instructions: In the Bidder Response Form V2, please indicate whether you will participate in the Expo event.

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12. Marketing: The bidder should exhibit willingness to develop marketing materials and participate in opportunities that are available. Please identify how you anticipate rolling out your marketing plan to the MHEC membership if awarded. Your plan could include promoting the MHEC contract on your company’s website, advertising in the MHEC newsletter, EdSave, vendor showcase notices, mailings, participation in MHEC sponsored events, and other innovative approaches to promote the contract to MHEC members.

Bidder Instructions: In the Bidder Response Form V2, please identify your marketing plan.

13. Regional and Local/State Walk-in Retail: Bidders may have retail locations and may also accept on line orders in advance of in store pick-up. (If this question is asked in the bid, contract managers also need to add a question to the Bidder Response Form).

Bidder Instructions: In the Bidder Response Form V2, list your retail locations available to members in New England.

14. Member Incentives/Rebates: To support our members and to encourage use of the MHEC contracts, bidders are encouraged to propose member rebates or offer additional programs or incentives that will benefit MHEC members. These rebates or member programs are in addition to the Contract Service Fee (CSF). Any and all rebates and incentive programs shall have no effect on the reporting and payment to MHEC of the Contract Service Fee.

Bidder Instructions: In the Bidder Response Form V2, please describe your member incentives/ rebate programs to any proposed member incentives, programs or customer loyalty programs, if applicable.

15. Alternatives/Generic Pricing: Bidders may submit responses to this IFB proposing alternatives which provide equivalent or better cost effective performance than achievable under the stated solicitation specifications. Bidders may propose alternatives for equivalent, better or more cost effective performance than specified under the bidder’s original response at any time during the life of the Contract.

Bidder Instructions: In the Bidder Response Form V2, please describe the alternative products or services that you are proposing and explain how MHEC members will be guided to choose alternative products or services that offer members better pricing or value. In your response, please include both the specifications stated in the bid and the alternative/generic products that you are proposing so MHEC can assess whether your proposal is equal to or better than what is requested in the bid.

16. Hours of Operation: If service is being proposed, please describe staffing, response time (e.g. within x hours) and

escalation procedures. Describe normal work days, holidays, emergency and after hours capabilities and procedures. If only commodities are being proposed, please indicate regular hours of business and any after hour capabilities.

Bidder Instructions: In the Bidder Response Form V2, please complete information on hours of operation.

17. Reports: MHEC requires the submission of quarterly contract service fee reports and may, from time to time, request detailed spend data on what members are purchasing and other reports as deemed necessary to manage the contract.

Bidder Instructions: In the Bidder Response Form V2, please indicate the types of reports that can be provided to the MHEC and its members.

18. Training: Please describe any training available to MHEC members for equipment or service including use of facilities, content, media, delivery, and time frames.

Bidder Instructions: In the Bidder Response Form V2, please answer the question on training.

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19. Service Specifications: Describe the Service: To be completed by the contract manager. What services are we seeking: repair, maintenance, consultation, removal/disposal, training, consultation, design, pre-installation, installation, and post-installation?

Service – If you are bidding a service you must enclose a copy of your service agreement. Service agreements should be outlined to perform services Monday-Friday, during normal business hours, weekends & holidays. Pricing for weekly, monthly, quarterly, annual, after normal business hours, weekends and holidays should be clearly identified in your proposal.

If installation is not included as a part of your price, please submit a separate price for these services. Please refer to the MA prevailing wage general law & wage rate links outlined in terms and conditions.

Bidder Instructions: In the Bidder Response Form V2, please describe your services, including anything that differentiates your company from your competitors. Describe your company’s response time guarantee, up time guarantee, maintenance, quality, and penalties.

20. Services Compensation Structure/Pricing: – Bidders may propose a pricing structure based on hourly rates (normal business hours and after hours/emergency), time & materials or project based. Where applicable, prevailing wages shall be applied.

Bidder Instructions: In the V4/ Offer Page, bidders should submit their proposed pricing.

21. Service Parts and Warranties, Extended Warranties and Other Manufacturer/Dealer Guarantees:. The bidder

warrants that all products, equipment, supplies and services delivered under this contract shall be covered by industry standard or better warranty. All products and equipment should carry a minimum industry standard manufacturer’s warranty that includes materials and labor. The bidder warrants that all good and services furnished will be free from liens, encumbrances and defects in design.

Bidder Instructions: In the Bidder Response Form V2, please describe your equipment, service and parts

warranties if applicable.

22. Statement of Work (SOW) or Service Level Agreements (SLA): Does not apply to this bid.

Bidder Instructions: In the Bidder Response Form V2, please describe your company’s process for working

with MHEC members on developing a Statement of Work. Please submit a sample SOW with your bid

response that addresses responsibilities of the MHEC member and supply partner, work schedules,

performance dates, schedules of payment, change management process, and ownership of intellectual

property developed under contract.

23. Loaner Equipment: If the time of warranty or service repairs will exceed the specified time outlined in the IFB response, the bidder shall provide equivalent loaner equipment upon request by the customer. Loaner equipment shall be provided at no cost, including shipment to the customer’s location and return of loaner equipment to the bidder.

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B

C

D

E

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Part 3: KEY INFORMATION

Contract Name: Snacks

Bid Number: MC01-X91

Contract Number: X91

1. Contract Manager Contact Information:

MHEC Contract Manager 505 East Pleasant Street Amherst, MA 01003 555-555-5555 Member@mhec.net

2. Important Dates:

a) Post Date: 02-01-2012 b) Bidders Conference 02-15-2012 c) Question Due Date 02-15-2012 d) Questions Answered 02-25-2012 e) Bid Return/Open 03-01-2012 Thursday at 2:00pm f) Oral Presentation 04-01-2012 g) Contract Start Date/Term 07-01-2012 Through 06-30-2014 h) The initial term of this contract is 3 years. In addition, this contract has 2 options to

renew for up to 5 years. If it is in the best interest of the membership, the MHEC may choose to evaluate and renew additional terms thereafter.

3. This IFB and Resulting Contract will replace the current Snacks MC01-X91 Contract.

4. Questions concerning IFBs from bidders to MHEC for clarifications of IFB specifications or processes should be submitted in writing (email) to the contract manager by the date indicated above. All effort will be made to email answers to bidders who have prequalifies to receive a bid from the MHEC by date indicated above.

5. IFB responses submitted to MHEC should be sealed and plainly marked (see sample below) with: The IFB

number, the company name, and the opening date and time. The IFB response submission package should include one paper copy, signed, any supporting materials. In addition, one electronic copy of the IFB response, all price lists and supporting documentation must be submitted on a USB flash drive. All submitted materials will remain the property of the MHEC.

6. All IFB responses received later than the deadline, whether delivered in person, mailed, or emailed will be

disqualified. Faxed or electronically submitted responses cannot be accepted. 7. Estimated Contract Volumes: Although no guarantees are made, historical spend for this contract is as follows:

FY2011 FY2012 FY2013

Net Sales $225 $250K $156K

Fran’s Potato Chip Factory

IFB # MC01-X91

Bid Opening Date and Time – March 1, 2012 2:00PM EST

Any Bid that arrives past the return/open date will not be accepted and will be returned to you

Pay close attention to the calendar, especially the bid return deadline

Any Questions? Make sure to ask them by this date.

Note the bid opening date and

plan your time accordingly.

G

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8. The target maximum number of contracts is 3. The MHEC reserves the right to award more or less contracts they

deem necessary to offer all members all categories of items in all areas covered within the MHEC region. If over the life of the Contract the MHEC determines that additional Supply Partners should be added, if necessary, to meet the requirements of the MHEC, these additional contracts may first be drawn from qualified bidders that responded to this solicitation but were not awarded contracts. Otherwise the solicitation may be reopened to obtain additional bids. MHEC reserves the right to award all line items or only specific line items within the bid based on the competitive prices range for the lowest price and lowest overall total cost of the line item.

9. The MHEC follows Public Bid and Award practices for all contracts. These practices are guided by State Laws, Rules and Regulations governing contracting for goods and services. The MHEC’s contracts are created through the sealed bid process and are consistent with the requirements for the purchase of goods and services by the MHEC members, both public and private. For more information on MHEC’s procurement process, please visit www.mhec.net and click on “Suppliers” or click here.

10. Bidder objections to any terms or conditions should be clearly stated in their response. Under Massachusetts law the Standard Contract Form and Terms and Conditions cannot be altered. The terms in this contract, Commonwealth Terms and Conditions, and Standard Contract Form shall take precedence for all members. Contractors shall not require members to sign additional documents that contain conflicting terms at any time during the contract duration.

11. Presentations/Product Demonstrations: Selected bidders who are asked to participate in oral or electronic presentations / product demonstrations (Section 2f) will be expected to prioritize this in their schedules. The MHEC will make every effort to find a mutually convenient time for the Bidder and the MHEC. However, failure to appear at the scheduled time of the presentation/demonstration may result in disqualification. Oral presentations provide an opportunity for bidders to highlight the strengths and unique aspects of their responses and provide answers to questions regarding responses. Oral presentations will be conducted in a fair manner with consistency in time allotments and format. The location and dates and times for presentations are at the MHEC's discretion. These presentations are not opportunities to submit new information or modify a response; rather, the purpose is to clarify issues that would enable the MHEC to better understand and evaluate responses.

12. Costs: Costs which are not specifically identified in the bidder’s response, and accepted as part of the MHEC contract, will not be compensated under any MHEC contract or engagement awarded pursuant to this IFB. The MHEC will not be responsible for any costs or expenses incurred by bidders responding to this IFB.

13. Ownership of Submitted Responses: MHEC shall be under no obligation to return any responses or materials submitted by a Bidder in response to this request. All materials submitted by Bidders become the property of the MHEC and will not be returned to the Bidder. The MHEC reserves the right to use any ideas, concepts, or configurations that are presented in a Bidder’s response, whether or not the response is selected for Contract award.

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Part 4: TERMS & CONTRACT CONDITIONS

1. If you are awarded an MHEC contract and acquire a franchise or want to add a new “brand”, MHEC will only consider adding that brand to your contract if the brand has not already been awarded to other bidders. Discounts offered should be the same or better than the discounts offered in your current contract. It is at the discretion of the MHEC to determine if the brand is warranted by the MHEC members.

2. Response to this solicitation is an offer to contract with the MHEC and its members based on the terms,

conditions, scope of offering, and specifications contained in this request. A solicitation does not become a contract until it is accepted by the MHEC and approved by an Award of Contract letter from the MHEC to the supplier.

3. Contract Service Fee (CSF): Bidder agrees to a contract service fee (administrative fee) payable to the MHEC by

an awarded bidder in exchange for the management and facilitation of a Contract resulting from this IFB.

a. The calculation of this fee includes any member and/ or entity receiving contract pricing resulting from the Awarded Contract.

b. The Contract Service fee shall be 1% calculated as a percentage of the total revenue received either directly or indirectly from purchases made by MHEC members and by non-members when the MHEC contract pricing is offered. This includes but is not limited to the sales of goods and services to subcontractors, or by dealers for the use of member organizations. All supply partners are the responsible party for reporting any of the above volume.

c. The calculation of the CSF shall begin immediately upon execution of the contract and reporting is due upon the following quarter outlined in part 8.

d. See part 8 for specific CSF terms and conditions. 4. Bidders agree that the resulting contract is between the MHEC (encompassing its members) and yourself, the

bidder. Further, you will agree that no other entity or organization shall receive any form of compensation, rebates, etc. from the benefit/use of this contract.

5. Some entities may have existing contracts that will remain in effect for the length of terms already determined. Future participation is optional and remains the choice of the member

6. Any order issued by an MHEC member is an agreement between the individual member and the bidder, not the MHEC organization, or other MHEC Members in part or total.

7. Bidders do not have an exclusive right to sell brands or products to the members and the members do not have an obligation to buy from an MHEC contract.

8. Bidders will be required to market products and services to the MHEC membership directly and continue to promote the sales volume through competitive price, excellent quality and superior service.

9. Request for Quote: If MHEC members seek multiple quotes from MHEC supply partners as recommended good business practice, bidders shall respond with the MHEC contract offering with the price, MHEC applied discount/markup and net pricing, including any available volume discounts.

10. Most Favored Account: The bidder agrees that no other customers with similar terms and conditions shall receive a lower price for the same commodity or service, based on an equal volume during the contract period, unless the lower price of the same commodity or service is immediately effective for the full MHEC membership. Compliance can be achieved by:

a. The bidder justifying in writing why a lower price is being offered. b. Bidders may and are encouraged to offer special discounts to the entire membership via a contract

addendum. Please contact the contract manager.

Part 4 and 5 contain important information; make sure you read

them carefully.

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The intention is to offer favorable pricing to the entire membership and not one entity or other entities that are smaller in size than the MHEC. In the event that the bidder is believed to be out of compliance, the bidder may be required to provide documentation of the pricing offered to other entities upon receipt of a letter of request from the MHEC.

11. All discounts shall remain firm throughout the term of the contract. If available, promotional prices, higher discounts, and volume discount prices may be offered to the member at the time of their purchase. Members may inquire from supply partners if such promotions are available. All promotions must be reported in MHEC sales volume.

12. Any standard price reduction excluding special promotion pricing offered to any MHEC Member must be offered to all MHEC Members.

13. Any request for price increase during the contract term which is beyond the control of the bidder must be submitted to the MHEC Contract Manager for approval before it is applied to any sales to the MHEC members. Price increase requests must be submitted in writing thirty days prior to the scheduled price increase date and are subject to approval by the MHEC.

14. The bidder agrees to ship and bill the material requested on each purchase order directly to the respective member. Substitutions will not be allowed without the consent of the ordering department.

15. The bidder agrees to comply with all applicable local, state, and federal laws regulations, and ordinances in their

performance of its obligations under the contract. It is the bidder’s responsibility to know and follow all state laws and state terms and conditions with regard to sale of their products within the state that the MHEC member resides. Because MHEC members include state university systems and municipalities located outside of Massachusetts, successful bidders may be asked and must agree to sign additional contract documents, terms and forms required by other public entities.

16. Vendor Certifications: The vendor agrees that by signing this contract, all contract terms and rights in the

Commonwealth contract shall inure to the benefit of the MHEC and its members thereby placing the MHEC and its members in the same position as the Commonwealth, including but not limited to the terms and conditions that are found in the Commonwealth Terms and Conditions Form and/or the certifications made by the Contractor by signing the Commonwealth Standard Contract Form. In addition to signing the Commonwealth Terms and Conditions and the Commonwealth Standard Contract Form, the Commonwealth of Massachusetts requires certain affidavits to be signed and kept on file prior to any contract award. Those affidavits can be found in Part 7 of this bid.

17. Wage Rates: Please visit each States’ Department of Labor and Development referencing details or Prevailing

Wage Rates and how they are to be paid on State Jobs and how payroll records are to be maintained. Per the AG, Division of Occupational Safety, prevailing wage rates are subject to change annually. Each job performance must include an updated prevailing wage rate chart. It is the responsibility of the contracted supply partner to request this from the member requesting service. Note that several of our schools are public and it is the supply partner’s responsibility to follow the wage rate guidelines if necessary. This list is included but not limited to New England. It is the responsibility of the bidder to request prevailing wages from members when performing services where prevailing wages apply.

MA-http://www.mass.gov/?pageID=elwdagencylanding&L=4&L0=Home&L1=Workers+and+Unions&L2=Wage+and+Employment+Related+Programs&L3=Prevailing+Wage+Program&sid=Elwd CT – http://www.ctdol.state.ct.us/wgwkstnd/wgemenu.htm RI - http://www.dlt.ri.gov/pw/ VT – http://www.vtlmi.info/occupation.cfm ME – http://www.maine.gov/labor/labor_laws/wagehour.html NH - http://www.labor.state.nh.us/

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NOTE: MA State members are required to follow Massachusetts General Law Chapter 149, Sections 26 and therefore, installation must be based on paying prescribed wage rates in accordance with the Minimum Wage Rates set forth for the appropriate district.

If you are submitting a bid where wage rates apply you may submit two pricing offers, one for state entities with the prevailing wage requirements and the other for private entities. If you fail to submit prevailing wage pricing, it is the responsibility of the bidder to provide prevailing wages when required by members.

18. The bidder agrees that it will not assign or in any way transfer or subcontract any interest in this contract without the prior written consent of the MHEC.

19. The resulting contract, defined as the IFB, the Bidder’s response, any negotiated and documented changes,

all signed forms and terms/conditions and addenda shall constitute the entire understanding between the parties to that contract.

20. Bidders working on site agree to abide by the member site rules and regulations concerning such items as timing

of work, access to facilities, parking regulations, etc. While working on or within the member’s site, bidders will also comply with federal, state, and local laws, ordinances, regulations and codes ensuing healthful and safe conditions for the duration of the work is performed.

21. Insurance: Successful bidders who are awarded a contract which includes installation, services or driving on campus must furnish to the MHEC, as certificate holder, certificate(s) of insurance showing that the bidder has:

a. Vehicle liability insurance: The bidder shall take out and maintain at his own expense during the life of this contract vehicle liability insurance in an amount not less than the compulsory coverage required in Massachusetts.

b. Public and property liability: The bidder shall take out and maintain contractors’ public liability and property damage liability insurance in accordance with the contract terms in not less than the following amounts:

Bodily Injury Property Damage

Each Person $1,000,000 Aggregate $1,000,000

Each Occurrence $1,000,000 Each Occurrence $1,000,000

Excess Umbrella $5,000,000

c. Workers Compensation Insurance: The bidder shall take out and maintain at his own expense during the life of this contract Workers Compensation Insurance in the amounts as stated by the applicable statutory limits. If the bidder fails to maintain insurance any and all claims relating to workers compensation will fall onto the responsibility of the bidder.

22. Force Majeure: Neither party shall be liable to the other or be deemed to be in breach of this contract for any failure or delay in rendering performance arising out of causes beyond reasonable control and without fault or negligence. Such causes may include but are not limited to, acts of nature or of a public enemy, fires, floods, epidemics, quarantine restrictions, strikes, freight embargos or unusually severe weather. Dates or times of performance shall be extended to the extent of the delays excused by this section, provided that the party whose performances are affected notifies the other promptly of the existence and nature of such delay.

23. Contractor’s Contact Information: It is the bidder’s responsibility to keep its Contract Manager Information current.

If this information changes, the bidder should notify the MHEC by email immediately. The MHEC assumes no responsibility if a bidder’s designated email address is not current, or if technical problems, including those with the bidder’s computer, network or internet service provider (ISP), cause e-mail communications between the Bidder and the MHEC to be lost or rejected by any means including email or spam filtering.

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24. MHEC reserves the right to change marketing options offered and offer alternatives as trends change. This

includes but is not limited to the Marketplace, Ed$ave program, Expo, and marketing options. The Ed Save program is a partnership between MHEC and its supply partners. The purpose of the program is to create additional cost savings and opportunities for all eligible entities using the MHEC contracts. These opportunities can be in the form of reduction in cost for a limited time, free training opportunities and other offerings. Supply partners should notify the MHEC of any price reductions they are willing to provide, including those that are time or quantity limited, as a promotional or competitive strategy, an inventory reduction initiative, or for any other reason. If approved, the cost savings will be showcased by the MHEC.

25. Performance and Payment Time Frames: All terms, leases, rentals, maintenance or other agreements for services entered into during the duration of this Contract and whose performance and payment time frames extend beyond the duration of this Contract shall remain in effect for performance and payment purpose (limited to the time frame and services established per written agreement with member). No new leases, rentals, maintenance or other agreements for services may be executed after the Contract has expired.

26. Minimum amount of business with this Contract: At any time of the contract, the MHEC may review the volume

with the supply partner. If little or no business is conducted under the contract the contract may be terminated early.

27. For Manufacturers selling through authorized dealers: If awarded a contract, manufacturers are responsible for providing their named dealers with a copy of their MHEC contract with the understanding that dealers must comply with the terms and conditions, contract offer and content. The Manufacturer is responsible for the performance of their named dealers, including but not limited to their promoting and marketing the MHEC contract, completion of all required purchase orders, tracking and accurate reporting of all MHEC spend volume and their adherence to all MHEC terms and conditions. The Manufacturer awarded an MHEC contract is responsible for collecting and submitting spend volume reports directly to the MHEC.

28. Submission of W-9: Bidders must submit a copy of their company’s completed W-9 form with the paper submission of their bid.

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Form: V1 - Sales & Dealer Information

PART 5: SALES & DEALER INFORMATION

(This form must be completed by bidders who have multiple sales & order contacts OR by manufacturers selling through authorized dealers.)

Complete this section for every sales and order contact OR dealer that supports the New England states ME, VT, NH, CT, MA, & RI.

Please list each contact separately per row.

Dealer OR Sales Region Territory Information

Type of

Contact

Sales,

Order or

Dealer

(Enter "S",

"O" or “D”)

Company Name Contac

t Name

Territory/Region

Covered

CT,ME,NH,VT,MA,RI

Or All

Street City ST Zip Phone# &

ext.

FAX# Email

S

Fran’s Potato Chips

Roger BBQ

CT, ME, RI, MA

23 Pringle Drive Amherst MA 00000

555-555-5555

555-555-5555 rbbq@FCsnacks.com

O

Fran’s Potato Chips Joe Smith

CT, ME, RI, MA 23 Pringle Drive Amherst MA 00000

555-555-5555

555-555-5555 Jsmith@FCsnacks.com

S

Fran’s Potato Chips Kelly Salt CT, ME 19 Ridge Ave Portland ME 00000

555-555-5555

555-555-5555 ksalt@fcsnacks.com

S

Fran’s Potato Chips Chris Cod RI, MA 10 Summit Dr. Lee MA 00000

555-555-5555

555-555-5555 ccod@fcsnacks.com

This is how our members will contact you, so be sure to be accurate.

I

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PART 6: REFERENCES - Information must be completed on this page

Bidder’s References for Contact Purposes:

The bidder shall provide organizations’ names, addresses, contact names, telephone numbers, annual spend, and years of service for clients in higher education (colleges or universities), that the bidder currently services. List other related references if higher education references are not available. The bidder shall indicate how long the bidder has had a contractual relationship with the client and the types of products and services provided to the client. MHEC reserves the right to contact references not named.

Reference 1 Is this reference an MHEC Member Yes ( ) No ( X ) Organization Name Chip University Contact Person Joe Salt Address 200 Ridge Way, Boise, ID Phone 555-555-5555 Fax 555-555-5555 Annual Spend $25,000.01 E-Mail jsalt@chipu.edu Contract Term

Description of dates / and service provided: Assorted Products Ordered

Reference 3 Is this reference an MHEC Member Yes ( ) No ( X ) Organization Name Salt & Pepper University Contact Person Bob Pepper Address 25 Bag Drive, Bangor, ME Phone 555-555-5555 Fax 555-555-5555 Annual Spend $3,980.00 E-Mail bpepper@spuniversity.edu Contract Term Description of dates / and service provided:

Reference 2 Is this reference an MHEC Member Yes ( X ) No ( ) Organization Name Joe’s House of Snacks Contact Person Angelina Smith

Address

1281 Sugar Drive, Leeds, MA

Phone

555-555-5555

Fax 555-555-5555 Annual Spend $32,555.00 E-Mail asmith@joessnacks.com Contract Term

Description of dates / and service provided: Assorted Products Ordered

References are important.

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Part 7: AFFIDAVITS Information must be completed on this page

Certificate of Non-Collusion:

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

Fran Crinkle 2/03/12 Signature of Individual Submitting Bid of Proposal Date

Fran Crinkle Typed Name

Tax Compliance Certification:

Pursuant to M.G.L. c 62C, section 49A, I certify under the penalties of perjury that, to the best of my knowledge and belief, I am in compliance with all laws of the commonwealth relating to taxes, reporting of employees and contractors, and withholdings and remitting child support.

Fran Crinkle 2/03/12 Signature of Individual Submitting Bid of Proposal Date

Fran Crinkle

Typed Name

Contract for Services:

All members require that the MHEC collect and maintain the Commonwealth of Massachusetts Standard Contract form. It must be completed with the submission in this bid response. The form and the terms and

conditions are available in this bid document. Also available by visiting the below web address:

http://www.mass.gov/dor/docs/dor/ust/forms/standard-contract-form.pdf

The terms and conditions and executive orders included in the MA contract for services form take precedence

over any contract that precedes this bid document.

Fran Crinkle 2/03/12 Signature of Individual Submitting Bid of Proposal Date

Fran Crinkle Typed Name

Failure to sign this page will result in bid rejection.

You must sign in all 3 places:

Certificate of Non-Collusion

Tax Compliance Certification

Contract for Services

Failure to do so will result in a bid rejection.

K

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MUST COMPLETE EVERYTHING HIGHLIGHTED IN RED!

This page MUST be signed

Language in the standard contract cannot be changed.

L

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INSTRUCTIONS AND CONTRACTOR CERTIFICATIONS

The following instructions and terms are incorporated by reference and apply to this Standard Contract Form. Text that appears underlined indicates a "hyperlink" to an Internet or bookmarked site and are unofficial versions of these documents and Departments and Contractors should consult with their legal counsel to ensure compliance with all legal requirements. Using the Web Toolbar will make navigation between the form and the hyperlinks easier. Please note that not all applicable laws have been cited.

CONTRACTOR LEGAL NAME (AND D/B/A): Enter the Full Legal Name of the Contractor's business as it appears on the Contractor's W-9 or W-4 Form (Contract Employees only) and the applicable Commonwealth Terms and Conditions If Contractor also has a “doing business as” (d/b/a) name, BOTH the legal name and the “d/b/a” name must appear in this section. Contractor Legal Address: Enter the Legal Address of the Contractor as it appears on the Contractor's W-9 or W-4 Form (Contract Employees only) and the applicable Commonwealth

Terms and Conditions, which must match the legal address on the 1099I table in MMARS (or the Legal Address in HR/CMS for Contract Employee).

Contractor Contract Manager: Enter the authorized Contract Manager who will be responsible for managing the Contract. The Contract Manager should be an Authorized Signatory or, at a minimum, a person designated by the Contractor to represent the Contractor, receive legal notices and negotiate ongoing Contract issues. The Contract Manager is considered “Key Personnel” and may not be changed without the prior written approval of the Department. If the Contract is posted on Comm-PASS, the Contract Manager must be listed on the Vendor Section tab.

Contractor E-Mail Address/Phone/Fax: Enter the electronic mail (e-mail) address, phone and fax number of the Contractor Contract Manager. This information must be kept current by the Contractor to ensure that the Department can contact the Contractor and provide any required legal notices. Notice received by the Contract Manager (with confirmation of actual receipt) through the listed address, fax number(s) or electronic mail address will meet any written legal notice requirements.

Contractor Vendor Code: The Department must enter the MMARS Vendor Code assigned by the Commonwealth. If a Vendor Code has not yet been assigned, leave this space blank and the Department will complete this section when a Vendor Code has been assigned. The Department is responsible under the Vendor File and W-9s Policy for verifying with authorized signatories of the Contractor, as part of contract execution, that the legal name, address and Federal Tax Identification Number (TIN) in the Contract documents match the state accounting system.

Vendor Code Address ID: (e.g., “AD001”) The Department must enter the MMARS Vendor Code Address Id identifying the payment remittance address for Contract payments, which MUST be set up for EFT payments PRIOR to the first payment under the Contract in accordance with the Bill Paying and Vendor File and W-9 policies.

COMMONWEALTH DEPARTMENT NAME: Enter the full Department name with the authority to obligate funds encumbered for the Contract.

Commonwealth MMARS Alpha Department Code: Enter the three (3) letter MMARS Code assigned to this Commonwealth Department in the state accounting system.

Department Business Mailing Address: Enter the address where all formal correspondence to the Department must be sent. Unless otherwise specified in the Contract, legal notice sent or received by the Department’s Contract Manager (with confirmation of actual receipt) through the listed address, fax number(s) or electronic mail address for the Contract Manager will meet any requirements for legal notice.

Department Billing Address: Enter the Billing Address or email address if invoices must be sent to a different location. Billing or confirmation of delivery of performance issues should be resolved through the listed Contract Managers.

Department Contract Manager: Identify the authorized Contract Manager who will be responsible for managing the Contract, who should be an authorized signatory or an employee designated by the Department to represent the Department to receive legal notices and negotiate ongoing Contract issues.

Department E-Mail Address/Phone/Fax: Enter the electronic mail (e-mail) address, phone and fax number of the Department Contract Manager. Unless otherwise specified in the Contract, legal notice sent or received by the Contract Manager (with confirmation of actual receipt) through the listed address, fax number(s) or electronic mail address will meet any requirements for written notice under the Contract.

MMARS Document ID(s): Enter the MMARS 20 character encumbrance transaction number associated with this Contract which must remain the same for the life of the Contract. If multiple numbers exist for this Contract, identify all Doc Ids.

RFR/Procurement or Other ID Number or Name: Enter the Request for Response (RFR) or other Procurement Reference number, Contract ID Number or other reference/tracking number for this Contract or Amendment and will be entered into the Board Award Field in the MMARS encumbrance transaction for this Contract.

NEW CONTRACTS (left side of Form):

Complete this section ONLY if this Contract is brand new. (Complete the CONTRACT AMENDMENT section for any material changes to an existing or an expired Contract, and for exercising options to renew or annual contracts under a multi-year procurement or grant program.)

PROCUREMENT OR EXCEPTION TYPE: Check the appropriate type of procurement or exception for this Contract. Only one option can be selected. See State Finance Law and

General Requirements, Acquisition Policy and Fixed Assets, the Commodities and Services Policy and the Procurement Information Center (Department Contract Guidance) for details.

Statewide Contract (OSD or an OSD-designated Department). Check this option for a Statewide Contract under OSD, or by an OSD-designated Department.

Collective Purchase approved by OSD. Check this option for Contracts approved by OSD for collective purchases through federal, state, local government or other entities.

Department Contract Procurement. Check this option for a Department procurement including state grants and federal sub-grants under 815 CMR 2.00 and State Grants and Federal Subgrants Policy, Departmental Master Agreements (MA). If multi-Department user Contract, identify multi-Department use is allowable in Brief Description.

Emergency Contract. Check this option when the Department has determined that an unforeseen crisis or incident has arisen which requires or mandates immediate purchases to avoid substantial harm to the functioning of government or the provision of necessary or mandated services or whenever the health, welfare or safety of clients or other persons or serious damage to property is threatened.

Contract Employee. Check this option when the Department requires the performance of an Individual Contractor, and when the planned Contract performance with an Individual has been classified using the Employment Status Form (prior to the Contractor's selection) as work of a Contract Employee and not that of an Independent Contractor.

Legislative/Legal or Other. Check this option when legislation, an existing legal obligation, prohibition or other circumstance exempts or prohibits a Contract from being competitively procured, or identify any other procurement exception not already listed. Legislative “earmarks” exempt the Contract solely from procurement requirements, and all other Contract and state finance laws and policies apply. Supporting documentation must be attached to explain and justify the exemption.

CONTRACT AMENDMENT (Right Side of Form)

Complete this section for any Contract being renewed, amended or to continue a lapsed Contract. All Contracts with available options to renew must be amended referencing the original procurement and Contract doc ids, since all continuing contracts must be maintained in the same Contract file (even if the underlying appropriation changes each fiscal year.) “See Amendments, Suspensions, and Termination Policy.)

Enter Current Contract End Date: Enter the termination date of the Current Contract being amended, even if this date has already passed. (Note: Current Start Date is not requested since this date does not change and is already recorded in MMARS.)

Enter Amendment Amount: Enter the amount of the Amendment increase or decrease to a Maximum Obligation Contract. Enter “no change” for Rate Contracts or if no change. AMENDMENT TYPE: Identify the type of Amendment being done. Documentation supporting the updates to performance and budget must be attached. Amendment to Scope or Budget. Check this option when renewing a Contract or executing any Amendment (“material change” in Contract terms) even if the Contract has lapsed. The parties may negotiate a change in any element of Contract performance or cost identified in the RFR or the Contractor’s response which results in lower costs, or a more cost-effective or better value performance than was presented in the original selected response, provided the negotiation results in a better value within the scope of the RFR than what was proposed by the Contractor in the original selected response. Any “material” change in the Contract terms must be memorialized in a formal Amendment even if a corresponding MMARS transaction is not needed to support the

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change. Additional negotiated terms will take precedence over the relevant terms in the RFR and the Contractor’s Response only if made using the process outlined in 801 CMR 21.07, incorporated herein, provided that any amended RFR or Response terms result in best value, lower costs, or a more cost effective Contract.

Interim Contracts. Check this option for an Interim Contract to prevent a lapse of Contract performance whenever an existing Contract is being re-procured but the new procurement has not been completed, to bridge the gap during implementation between an expiring and a new procurement, or to contract with an interim Contractor when a current Contractor is unable to complete full performance under a Contract.

Contract Employee. Check this option when the Department requires a renewal or other amendment to the performance of a Contract Employee.

Legislative/Legal or Other. Check this option when legislation, an existing legal obligation, prohibition or other circumstance exempts or prohibits a Contract from being competitively procured, or identify any other procurement exception not already listed. Legislative “earmarks” exempt the Contract solely from procurement requirements, and all other Contract and state finance laws and policies apply. Attach supporting documentation to explain and justify the exemption and whether Contractor selection has been publicly posted.

COMMONWEALTH TERMS AND CONDITIONS

Identify which Commonwealth Terms and Conditions the Contractor has executed and is incorporated by reference into this Contract. This Form is signed only once and recorded on the

Vendor Customer File (VCUST). See Vendor File and W-9s Policy.

COMPENSATION

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

PAYMENTS AND PROMPT PAY DISCOUNTS

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

BRIEF DESCRIPTION OF CONTRACT PERFORMANCE

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

ANTICIPATED START DATE

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

CONTRACT END DATE

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

CERTIFICATIONS AND EXECUTION

See Department Head Signature Authorization Policy and the Contractor Authorized Signatory Listing for policies on Contractor and Department signatures.

Authorizing Signature for Contractor/Date: The Authorized Contractor Signatory must (in their own handwriting and in ink) sign AND enter the date the Contract is signed. See section above under “Anticipated Contract Start Date”. Acceptance of payment by the Contractor shall waive any right of the Contractor to claim the Contract/Amendment is not valid and the Contractor may not void the Contract. Rubber stamps, typed or other images are not acceptable. Proof of Contractor signature authorization on a Contractor Authorized Signatory Listing may be required by the Department if not already on file.

Contractor Name /Title: The Contractor Authorized Signatory’s name and title must appear legibly as it appears on the Contractor Authorized Signatory Listing.

Authorizing Signature For Commonwealth/Date: The Authorized Department Signatory must (in their own handwriting and in ink) sign AND enter the date the Contract is signed. See section above under “Anticipated Start Date”. Rubber stamps, typed or other images are not accepted. The Authorized Signatory must be an employee within the Department legally responsible for the Contract. See Department Head Signature Authorization. The Department must have the legislative funding appropriated for all the costs of this Contract or funding allocated under an approved Interdepartmental Service Agreement (ISA). A Department may not contract for performance to be delivered to or by another state department without specific legislative authorization (unless this Contract is a Statewide Contract). For Contracts requiring Secretariat signoff, evidence of Secretariat signoff must be included in the Contract file.

Department Name /Title: Enter the Authorized Signatory’s name and title legibly.

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CONTRACTOR CERTIFICATIONS AND LEGAL REFERENCES

Notwithstanding verbal or other representations by the parties, the “Effective Date” of this Contract or Amendment shall be the latest date that this Contract or Amendment has been executed by an authorized signatory of the Contractor, the Department, or a later Contract or Amendment Start Date specified, subject to any required approvals. The Contractor makes all certifications required under this Contract under the pains and penalties of perjury, and agrees to provide any required documentation upon request to support compliance, and agrees that all terms governing performance of this Contract and doing business in Massachusetts are attached or incorporated by reference herein:

Commonwealth and Contractor Ownership RIghts. The Contractor certifies and agrees that the Commonwealth is entitled to ownership and possession of all “deliverables” purchased or developed with Contract funds. A Department may not relinquish Commonwealth rights to deliverables nor may Contractors sell products developed with Commonwealth resources without just compensation. The Contract should detail all Commonwealth deliverables and ownership rights and any Contractor proprietary rights.

Qualifications. The Contractor certifies it is qualified and shall at all times remain qualified to perform this Contract; that performance shall be timely and meet or exceed industry standards for the performance required, including obtaining requisite licenses, registrations, permits, resources for performance, and sufficient professional, liability; and other appropriate insurance to cover the performance. If the Contractor is a business, the Contractor certifies that it is listed under the Secretary of State’s website as licensed to do business in Massachusetts, as required by law.

Business Ethics and Fraud, Waste and Abuse Prevention. The Contractor certifies that performance under this Contract, in addition to meeting the terms of the Contract, will be made using ethical business standards and good stewardship of taxpayer and other public funding and resources to prevent fraud, waste and abuse.

Collusion. The Contractor certifies that this Contract has been offered in good faith and without collusion, fraud or unfair trade practices with any other person, that any actions to avoid or frustrate fair and open competition are prohibited by law, and shall be grounds for rejection or disqualification of a Response or termination of this Contract.

Public Records and Access The Contractor shall provide full access to records related to performance and compliance to the Department and officials listed under Executive Order 195 and G.L. c. 11, s.12 seven (7) years beginning on the first day after the final payment under this Contract or such longer period necessary for the resolution of any litigation, claim, negotiation, audit or other inquiry involving this Contract. Access to view Contractor records related to any breach or allegation of fraud, waste and/or abuse may not be denied and Contractor can not claim confidentiality or trade secret protections solely for viewing but not retaining documents. Routine Contract performance compliance reports or documents related to any alleged breach or allegation of non-compliance, fraud, waste, abuse or collusion may be provided electronically and shall be provided at Contractor’s own expense. Reasonable costs for copies of non-routine Contract related records shall not exceed the rates for public records under 950 C.M.R. 32.00.

Debarment. The Contractor certifies that neither it nor any of its subcontractors are currently debarred or suspended by the federal or state government under any law or regulation including, Executive Order 147; G.L. c. 29, s. 29F G.L. c.30, § 39R, G.L. c.149, § 27C, G.L. c.149, § 44C, G.L. c.149, § 148B and G.L. c. 152, s. 25C.

Applicable Laws. The Contractor shall comply with all applicable state laws and regulations including but not limited to the applicable Massachusetts General Laws; the Official Code of Massachusetts Regulations; Code of Massachusetts Regulations (unofficial); 801 CMR 21.00 (Procurement of Commodity and Service Procurements, Including Human and Social Services); 815 CMR 2.00 (Grants and Subsidies); 808 CMR 1.00 (Compliance, Reporting and Auditing for Human And Social Services); AICPA Standards; confidentiality of Department records under G.L. c. 66A; and the Massachusetts Constitution Article XVIII if applicable.

Invoices. The Contractor must submit invoices in accordance with the terms of the Contract and the Commonwealth Bill Paying Policy. Contractors must be able to reconcile and properly attribute concurrent payments from multiple Departments. Final invoices in any fiscal year must be submitted no later than August 15th for performance made and received (goods delivered, services completed) prior to June 30th, in order to make payment for that performance prior to the close of the fiscal year to prevent reversion of appropriated funds. Failure to submit timely invoices by August 15th or other date listed in the Contract shall authorize the Department to issue an estimated payment based upon the Department’s determination of performance delivered and accepted. The Contractor’s acceptance of this estimated payment releases the Commonwealth from further claims for these invoices. If budgetary funds revert due to the Contractor’s failure to submit timely final invoices, or for disputing an estimated payment, the Department may deduct a penalty up to 10% from any final payment in the next fiscal year for failure to submit timely invoices.

Payments Subject To Appropriation. Pursuant to G.L. c. 29 § 26, § 27 and § 29, Departments are required to expend funds only for the purposes set forth by the Legislature and within the funding limits established through appropriation, allotment and subsidiary, including mandated allotment reductions triggered by G.L. c. 29, § 9C. A Department cannot authorize or accept performance in excess of an existing appropriation and allotment, or sufficient non-appropriated available funds. Any oral or written representations, commitments, or assurances made by the Department or any other Commonwealth representative are not binding. The Commonwealth has no legal obligation to compensate a Contractor for performance that is not requested and is intentionally delivered by a Contractor outside the scope of a Contract. Contractors should verify funding prior to beginning performance.

Intercept. Contractors may be registered as Customers in the Vendor file if the Contractor owes a Commonwealth debt. Unresolved and undisputed debts, and overpayments of Contract payments that are not reimbursed timely shall be subject to intercept pursuant to G.L. c. 7A, s. 3 and 815 CMR 9.00. Contract overpayments will be subject to immediate intercept or payment offset. The Contractor may not penalize any state Department or assess late fees, cancel a Contract or other services if amounts are intercepted or offset due to recoupment of an overpayment, outstanding taxes, child support, other overdue debts or Contract overpayments.

Tax Law Compliance. The Contractor certifies under the pains and penalties of perjury tax compliance with Federal tax laws; state tax laws including but not limited to G.L. c. 62C, G.L. c. 62C, s. 49A; compliance with all state tax laws, reporting of employees and contractors, withholding and remitting of tax withholdings and child support and is in good standing with respect to all state taxes and returns due; reporting of employees and contractors under G.L. c. 62E, withholding and remitting child support including G.L. c. 119A, s. 12; TIR 05-11; New Independent Contractor Provisions and applicable TIRs.

Bankruptcy, Judgments, Potential Structural Changes, Pending Legal Matters and Conflicts. The Contractor certifies it has not been in bankruptcy and/or receivership within the last three calendar years, and the Contractor certifies that it will immediately notify the Department in writing at least 45 days prior to filing for bankruptcy and/or receivership, any potential structural change in its organization, or if there is any risk to the solvency of the Contractor that may impact the Contractor’s ability to timely fulfill the terms of this Contract or Amendment. The Contractor certifies that at any time during the period of the Contract the Contractor is required to affirmatively disclose in writing to the Department Contract Manager the details of any judgment, criminal conviction, investigation or litigation pending against the Contractor or any of its officers, directors, employees, agents, or subcontractors, including any potential conflicts of interest of which the Contractor has knowledge, or learns of during the Contract term. Law firms or Attorneys providing legal services are required to identify any potential conflict with representation of any Department client in accordance with Massachusetts Board of Bar Overseers (BBO) rules.

Federal Anti-Lobbying and Other Federal Requirements. If receiving federal funds, the Contractor certifies compliance with federal anti-lobbying requirements including 31 USC 1352; other federal requirements; Executive Order 11246; Air Pollution Act; Federal Water Pollution Control Act and Federal Employment Laws.

Protection of Personal Data and Information. The Contractor certifies that all steps will be taken to ensure the security and confidentiality of all Commonwealth data for which the Contractor becomes a holder, either as part of performance or inadvertently during performance, with special attention to restricting access, use and disbursement of personal data and information under G.L. c. 93H and c. 66A and Executive Order 504. The Contractor is required to comply with G.L. c. 93I for the proper disposal of all paper and electronic media, backups or systems containing personal data and information, provided further that the Contractor is required to ensure that any personal data or information transmitted electronically or through a portable device be properly encrypted using (at a minimum) Information Technology Division (ITD) Protection of Sensitive Information, provided further that any Contractor having access to credit card or banking information of Commonwealth customers certifies that the Contractor is PCI compliant in accordance with the Payment Card Industry Council Standards and shall provide confirmation compliance during the Contract, provide further that the Contractor shall immediately notify the Department in the event of any security breach including the unauthorized access, disbursement, use or disposal of personal data or information, and in the event of a security breach, the Contractor shall cooperate fully with the Commonwealth and provide access to any information necessary for the Commonwealth to respond to the security breach and shall be fully responsible for any damages associated with the Contractor’s breach including but not limited to G.L. c. 214, s. 3B.

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Corporate and Business Filings and Reports. The Contractor certifies compliance with any certification, filing, reporting and service of process requirements of the Secretary of the Commonwealth, the Office of the Attorney General or other Departments as related to its conduct of business in the Commonwealth; and with its incorporating state (or foreign entity). Employer Requirements. Contractors that are employers certify compliance with applicable state and federal employment laws or regulations, including but not limited to G.L. c. 5, s. 1 (Prevailing Wages for Printing and Distribution of Public Documents); G.L. c. 7, s. 22 (Prevailing Wages for Contracts for Meat Products and Clothing and Apparel); minimum wages and prevailing wage programs and payments; unemployment insurance and contributions; workers’ compensation and insurance, child labor laws, AGO fair labor practices; G.L. c. 149 (Labor and Industries); G.L. c. 150A (Labor Relations); G.L. c. 151 and 455 CMR 2.00 (Minimum Fair Wages); G.L. c. 151A (Employment and Training); G. L. c. 151B (Unlawful Discrimination); G.L. c. 151E (Business Discrimination); G.L. c. 152 (Workers’ Compensation); G.L. c.153 (Liability for Injuries); 29 USC c. 8 (Federal Fair Labor Standards); 29 USC c. 28 and the Federal Family and Medical Leave Act.

Federal And State Laws And Regulations Prohibiting Discrimination including but not limited to the Federal Equal Employment Oppurtunity (EEO) Laws the Americans with Disabilities Act,; 42 U.S.C Sec. 12,101, et seq., the Rehabilitation Act, 29 USC c. 16 s. 794; 29 USC c. 16. s. 701; 29 USC c. 14, 623; the 42 USC c. 45; (Federal Fair Housing Act); G. L. c. 151B (Unlawful Discrimination); G.L. c. 151E (Business Discrimination); the Public Accommodations Law G.L. c. 272, s. 92A; G.L. c. 272, s. 98 and 98A, Massachusetts Constitution Article CXIV and G.L. c. 93, s. 103; 47 USC c. 5, sc. II, Part II, s. 255 (Telecommunication Act; Chapter 149, Section 105D, G.L. c. 151C, G.L. c. 272, Section 92A, Section 98 and Section 98A, and G.L. c. 111, Section 199A, and Massachusetts Disability-Based Non-Discrimination Standards For Executive Branch Entities, and related Standards and Guidance, authorized under Massachusetts Executive Order or any disability-based protection arising from state or federal law or precedent. See also MCAD and MCAD links and Resources.

Small Business Purchasing Program (SBPP). A Contractor may be eligible to participate in the SBPP, created pursuant to Executive Order 523, if qualified through the SBPP SmartBid subscription process at: www.comm-pass.com and with acceptance of the terms of the SBPP participation agreement.

Limitation of Liability for Information Technology Contracts (and other Contracts as Authorized). The Information Technology Mandatory Specifications and the IT Acquisition Accessibility Contract Language are incorporated by reference into Information Technology Contracts. The following language will apply to Information Technology contracts in the U01, U02, U03, U04, U05, U06, U07, U08, U09, U10, U75, U98 object codes in the Expenditure Classification Handbook or other Contracts as approved by CTR or OSD. Pursuant to Section 11. Indemnification of the Commonwealth Terms and Conditions, the term “other damages” shall include, but shall not be limited to, the reasonable costs the Commonwealth incurs to repair, return, replace or seek cover (purchase of comparable substitute commodities and services) under a Contract. “Other damages” shall not include damages to the Commonwealth as a result of third party claims, provided, however, that the foregoing in no way limits the Commonwealth’s right of recovery for personal injury or property damages or patent and copyright infringement under Section 11 nor the Commonwealth’s ability to join the contractor as a third party defendant. Further, the term “other damages” shall not include, and in no event shall the contractor be liable for, damages for the Commonwealth’s use of contractor provided products or services, loss of Commonwealth records, or data (or other intangible property), loss of use of equipment, lost revenue, lost savings or lost profits of the Commonwealth. In no event shall “other damages” exceed the greater of $100,000, or two times the value of the product or service (as defined in the Contract scope of work) that is the subject of the claim. Section 11 sets forth the contractor’s entire liability under a Contract. Nothing in this section shall limit the Commonwealth’s ability to negotiate higher limitations of liability in a particular Contract, provided that any such limitation must specifically reference Section 11 of the Commonwealth Terms and Conditions. In the event the limitation of liability conflicts with accounting standards which mandate that there can be no cap of damages, the limitation shall be considered waived for that audit engagement. These terms may be applied to other Contracts only with prior written confirmation from the Operational Services Division or the Office of the Comptroller. The terms in this Clarification may not be modified.

Northern Ireland Certification. Pursuant to G.L. c. 7 s. 22C for state agencies, state authorities, the House of Representatives or the state Senate, by signing this Contract the Contractor certifies that it does not employ ten or more employees in an office or other facility in Northern Ireland and if the Contractor employs ten or more employees in an office or other facility located in Northern Ireland the Contractor certifies that it does not discriminate in employment, compensation, or the terms, conditions and privileges of employment on account of religious or political belief; and it promotes religious tolerance within the work place, and the eradication of any manifestations of religious and other illegal discrimination; and the Contractor is not engaged in the manufacture, distribution or sale of firearms, munitions, including rubber or plastic bullets, tear gas, armored vehicles or military aircraft for use or deployment in any activity in Northern Ireland.

Pandemic, Disaster or Emergency Performance. In the event of a serious emergency, pandemic or disaster outside the control of the Department, the Department may negotiate emergency performance from the Contractor to address the immediate needs of the Commonwealth even if not contemplated under the original Contract or procurement. Payments are subject to appropriation and other payment terms.

Consultant Contractor Certifications (For Consultant Contracts “HH” and “NN” and “U05” object codes subject to G.L. Chapter 29, s. 29A). Contractors must make required disclosures as part of the RFR Response or using the Consultant Contractor Mandatory Submission Form. Attorneys. Attorneys or firms providing legal services or representing Commonwealth Departments may be subject to G.L. c. 30, s. 65, and if providing litigation services must be approved by the Office of the Attorney General to appear on behalf of a Department, and shall have a continuing obligation to notify the Commonwealth of any conflicts of interest arising under the Contract. Subcontractor Performance. The Contractor certifies full responsibility for Contract performance, including subcontractors, and that comparable Contract terms will be included in subcontracts, and that the Department will not be required to directly or indirectly manage subcontractors or have any payment obligations to subcontractors. .

EXECUTIVE ORDERS

For covered Executive state Departments, the Contractor certifies compliance with applicable Executive Orders (see also Massachusetts Executive Orders), including but not limited to the specific orders listed below. A breach during period of a Contract may be considered a material breach and subject Contractor to appropriate monetary or Contract sanctions.

Executive Order 481. Prohibiting the Use of Undocumented Workers on State Contracts. For all state agencies in the Executive Branch, including all executive offices, boards, commissions, agencies, Departments, divisions, councils, bureaus, and offices, now existing and hereafter established, by signing this Contract the Contractor certifies under the pains and penalties of perjury that they shall not knowingly use undocumented workers in connection with the performance of this Contract; that, pursuant to federal requirements, shall verify the immigration status of workers assigned to a Contract without engaging in unlawful discrimination; and shall not knowingly or recklessly alter, falsify, or accept altered or falsified documents from any such worker

Executive Order 130. Anti-Boycott. The Contractor warrants, represents and agrees that during the time this Contract is in effect, neither it nor any affiliated company, as hereafter defined, participates in or cooperates with an international boycott (See IRC § 999(b)(3)-(4), and IRS Audit Guidelines Boycotts) or engages in conduct declared to be unlawful by G.L. c. 151E, s. 2. A breach in the warranty, representation, and agreement contained in this paragraph, without limiting such other rights as it may have, the Commonwealth shall be entitled to rescind this Contract. As used herein, an affiliated company shall be any business entity of which at least 51% of the ownership interests are directly or indirectly owned by the Contractor or by a person or persons or business entity or entities directly or indirectly owning at least 51% of the ownership interests of the Contractor, or which directly or indirectly owns at least 51% of the ownership interests of the Contractor.

Executive Order 346. Hiring of State Employees By State Contractors Contractor certifies compliance with both the conflict of interest law G.L. c. 268A specifically s. 5 (f) and this order; and includes limitations regarding the hiring of state employees by private companies contracting with the Commonwealth. A privatization contract shall be deemed to include a specific prohibition against the hiring at any time during the term of Contract, and for any position in the Contractor's company, any state management employee who is, was, or will be involved in the preparation of the RFP, the negotiations leading to the awarding of the Contract, the decision to award the Contract, and/or the supervision or oversight of performance under the Contract.

Executive Order 444. Disclosure of Family Relationships With Other State Employees. Each person applying for employment (including Contract work) within the Executive Branch under the Governor must disclose in writing the names of all immediate family related to immediate family by marriage who serve as employees or elected officials of the Commonwealth. All disclosures made by applicants hired by the Executive Branch under the Governor shall be made available for public inspection to the extent permissible by law by the official with whom such disclosure has been filed.

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Executive Order 504. Regarding the Security and Confidentiality of Personal Information. For all Contracts involving the Contractor’s access to personal information, as defined in G.L. c. 93H, and personal data, as defined in G.L. c. 66A, owned or controlled by Executive Department agencies, or access to agency systems containing such information or data (herein collectively “personal information”), Contractor certifies under the pains and penalties of perjury that the Contractor (1) has read Commonwealth of Massachusetts Executive Order 504 and agrees to protect any and all personal information; and (2) has reviewed all of the Commonwealth Information Technology Division’s Security Policies. Notwithstanding any contractual provision to the contrary, in connection with the Contractor’s performance under this Contract, for all state agencies in the Executive Department, including all executive offices, boards, commissions, agencies, departments, divisions, councils, bureaus, and offices, now existing and hereafter established, the Contractor shall: (1) obtain a copy, review, and comply with the contracting agency’s Information Security Program (ISP) and any pertinent security guidelines, standards, and policies; (2) comply with all of the Commonwealth of Massachusetts Information Technology Division’s “Security Policies”) (3) communicate and enforce the contracting agency’s ISP and such Security Policies against all employees (whether such employees are direct or contracted) and subcontractors; (4) implement and maintain any other reasonable appropriate security procedures and practices necessary to protect personal information to which the Contractor is given access by the contracting agency from the unauthorized access, destruction, use, modification, disclosure or loss; (5) be responsible for the full or partial breach of any of these terms by its employees (whether such employees are direct or contracted) or subcontractors during or after the term of this Contract, and any breach of these terms may be regarded as a material breach of this Contract; (6) in the event of any unauthorized access, destruction, use, modification, disclosure or loss of the personal information (collectively referred to as the “unauthorized use”): (a) immediately notify the contracting agency if the Contractor becomes aware of the unauthorized use; (b) provide full cooperation and access to information necessary for the contracting agency to determine the scope of the unauthorized use; and (c) provide full cooperation and access to information necessary for the contracting agency and the Contractor to fulfill any notification requirements. Breach of these terms may be regarded as a material breach of this Contract, such that the Commonwealth may exercise any and all contractual rights and remedies, including without limitation indemnification under Section 11 of the Commonwealth’s Terms and Conditions, withholding of payments, Contract suspension, or termination. In addition, the Contractor may be subject to applicable statutory or regulatory penalties, including and without limitation, those imposed pursuant to G.L. c. 93H and under G.L. c. 214, § 3B for violations under M.G.L c. 66A. Executive Orders 523, 524 and 526. Executive Order 526 (Order Regarding Non-Discrimination, Diversity, Equal Opportunity and Affirmative Action which supersedes Executive Order 478). Executive Order 524 (Establishing the Massachusetts Supplier Diversity Program which supersedes Executive Order 390). Executive Order 523 (Establishing the Massachusetts Small Business Purchasing Program.) All programs, activities, and services provided, performed, licensed, chartered, funded, regulated, or contracted for by the state shall be conducted without unlawful discrimination based on race, color, age, gender, ethnicity, sexual orientation, gender identity or expression, religion, creed, ancestry, national origin, disability, veteran’s status (including Vietnam-era veterans), or background. The Contractor and any subcontractors may not engage in discriminatory employment practices; and the Contractor certifies compliance with applicable federal and state laws, rules, and regulations governing fair labor and employment practices; and the Contractor commits to purchase supplies and services from certified minority or women-owned businesses, small businesses, or businesses owned by socially or economically disadvantaged persons or persons with disabilities. These provisions shall be enforced through the contracting agency, OSD, and/or the Massachusetts Commission Against Discrimination. Any breach shall be regarded as a material breach of the contract that may subject the contractor to appropriate sanctions.

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COMMONWEALTH TERMS AND CONDITIONSThis Commonwealth Terms and Conditions form is

jointly issued by the Executive Office for Administration and Finance (ANF), the Office of the

Comptroller (CTR) and the Operational Services

Division (OSD) for use by all Commonwealth of Massachusetts (“State”) Departments and Contractors.

Any changes or electronic alterations by either the

Department or the Contractor to the official version of

this form, as jointly published by ANF, CTR and OSD,

shall be void. Upon execution of these Commonwealth Terms and Conditions

by the Contractor and filing as prescribed by the Office of the Comptroller, these Commonwealth Terms and Conditions will be incorporated by reference

into any Contract for Commodities and Services executed by the Contractor

and any State Department, in the absence of a superseding law or regulation requiring a different Contract form. Performance shall include services

rendered, obligations due, costs incurred, commodities and deliverables

provided and accepted by the Department, programs provided or other commitments authorized under a Contract. A deliverable shall include any

tangible product to be delivered as an element of performance under a

Contract. The Commonwealth is entitled to ownership and possession of all deliverables purchased or developed with State funds. Contract shall mean the

Standard Contract Form issued jointly by ANF, CTR and OSD.

1. Contract Effective Start Date. Notwithstanding verbal or other representations by the parties, or an earlier start date indicated in a Contract,

the effective start date of performance under a Contract shall be the date a Contract has been executed by an authorized signatory of the Contractor, the

Department, a later date specified in the Contract or the date of any approvals

required by law or regulation, whichever is later. 2. Payments And Compensation. The Contractor shall only be compensated

for performance delivered and accepted by the Department in accordance with

the specific terms and conditions of a Contract. All Contract payments are subject to appropriation pursuant to M.G.L. C. 29, §26, or the availability of

sufficient non-appropriated funds for the purposes of a Contract, and shall be

subject to intercept pursuant to M.G.L. C. 7A, §3 and 815 CMR 9.00. Overpayments shall be reimbursed by the Contractor or may be offset by the

Department from future payments in accordance with state finance law.

Acceptance by the Contractor of any payment or partial payment, without any

written objection by the Contractor, shall in each instance operate as a release

and discharge of the State from all claims, liabilities or other obligations

relating to the performance of a Contract. 3. Contractor Payment Mechanism. All Contractors will be paid using the

Payment Voucher System unless a different payment mechanism is required.

The Contractor shall timely submit invoices (Payment Vouchers - Form PV) and supporting documentation as prescribed in a Contract. The Department

shall review and return rejected invoices within fifteen (15) days of receipt with

a written explanation for rejection. Payments shall be made in accordance with the bill paying policy issued by the Office of the Comptroller and 815 CMR

4.00, provided that payment periods listed in a Contract of less than forty-five

(45) days from the date of receipt of an invoice shall be effective only to enable a Department to take advantage of early payment incentives and shall not

subject any payment made within the forty-five (45) day period to a penalty.

The Contractor Payroll System, shall be used only for "Individual Contractors" who have been determined to be "Contract Employees" as a result of the

Department's completion of an Internal Revenue Service SS-8 form in

accordance with the Omnibus Budget Reconciliation Act (OBRA) 1990, and shall automatically process all state and federal mandated payroll, tax and

retirement deductions.

4. Contract Termination Or Suspension. A Contract shall terminate on the date specified in a Contract, unless this date is properly amended in accordance

with all applicable laws and regulations prior to this date, or unless terminated

or suspended under this Section upon prior written notice to the Contractor. The Department may terminate a Contract without cause and without penalty,

or may terminate or suspend a Contract if the Contractor breaches any material

term or condition or fails to perform or fulfill any material obligation required by a Contract, or in the event of an elimination of an appropriation or

availability of sufficient funds for the purposes of a Contract, or in the event of

an unforeseen public emergency mandating immediate Department action. Upon immediate notification to the other party, neither the Department nor the

Contractor shall be deemed to be in breach for failure or delay in performance

due to Acts of God or other causes factually beyond their control and without

their fault or negligence. Subcontractor failure to perform or price increases due to market fluctuations or product availability will not be deemed factually

beyond the Contractor's control.

5. Written Notice. Any notice shall be deemed delivered and received when submitted in writing in person or when delivered by any other appropriate

method evidencing actual receipt by the Department or the Contractor. Any

written notice of termination or suspension delivered to the Contractor shall state the effective date and period of the notice, the reasons for the termination

or suspension, if applicable, any alleged breach or failure to perform, a

reasonable period to cure any alleged breach or failure to perform, if applicable, and any instructions or restrictions concerning allowable activities,

costs or expenditures by the Contractor during the notice period.

6. Confidentiality. The Contractor shall comply with M.G.L. C. 66A if the Contractor becomes a "holder" of "personal data". The Contractor shall also

protect the physical security and restrict any access to personal or other

Department data in the Contractor's possession, or used by the Contractor in the performance of a Contract, which shall include, but is not limited to the

Department's public records, documents, files, software, equipment or systems.

7. Record-keeping And Retention, Inspection Of Records. The Contractor shall maintain records, books, files and other data as specified in a Contract and

in such detail as shall properly substantiate claims for payment under a

Contract, for a minimum retention period of seven (7) years beginning on the first day after the final payment under a Contract, or such longer period as is

necessary for the resolution of any litigation, claim, negotiation, audit or other inquiry involving a Contract. The Department shall have access, as well as any

parties identified under Executive Order 195, during the Contractor’s regular

business hours and upon reasonable prior notice, to such records, including on-site reviews and reproduction of such records at a reasonable expense.

8. Assignment. The Contractor may not assign or delegate, in whole or in

part, or otherwise transfer any liability, responsibility, obligation, duty or interest under a Contract, with the exception that the Contractor shall be

authorized to assign present and prospective claims for money due to the

Contractor pursuant to a Contract in accordance with M.G.L. C. 106, §9-318. The Contractor must provide sufficient notice of assignment and supporting documentation to enable the Department to verify and implement the assignment. Payments to

third party assignees will be processed as if such payments were being made

directly to the Contractor and these payments will be subject to intercept, offset, counter claims or any other Department rights which are available to the

Department or the State against the Contractor.

9. Subcontracting By Contractor. Any subcontract entered into by the Contractor for the purposes of fulfilling the obligations under a Contract must

be in writing, authorized in advance by the Department and shall be consistent

with and subject to the provisions of these Commonwealth Terms and Conditions and a Contract. Subcontracts will not relieve or discharge the

Contractor from any duty, obligation, responsibility or liability arising under a

Contract. The Department is entitled to copies of all subcontracts and shall not be bound by any provisions contained in a subcontract to which it is not a

party.

10. Affirmative Action, Non-Discrimination In Hiring And Employment. The Contractor shall comply with all federal and state laws, rules and

regulations promoting fair employment practices or prohibiting employment

discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be demoted,

discharged or otherwise subject to discrimination in the tenure, position,

promotional opportunities, wages, benefits or terms and conditions of their

employment because of race, color, national origin, ancestry, age, sex, religion,

disability, handicap, sexual orientation or for exercising any rights afforded by

law. The Contractor commits to purchasing supplies and services from certified minority or women-owned businesses, small businesses or businesses

owned by socially or economically disadvantaged persons or persons with

disabilities. 11. Indemnification. Unless otherwise exempted by law, the Contractor shall

indemnify and hold harmless the State, including the Department, its agents,

officers and employees against any and all claims, liabilities and costs for any personal injury or property damages, patent or copyright infringement or other

damages that the State may sustain which arise out of or in connection with the

Contractor's performance of a Contract, including but not limited to the negligence, reckless or intentional conduct of the Contractor, its agents,

M

26

officers, employees or subcontractors. The Contractor shall at no time be

considered an agent or representative of the Department or the State. After prompt notification of a claim by the State, the Contractor shall have an

opportunity to participate in the defense of such claim and any negotiated

settlement agreement or judgment. The State shall not be liable for any costs incurred by the Contractor arising under this paragraph. Any indemnification of

the Contractor shall be subject to appropriation and applicable law.

12. Waivers. Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any way limit the legal or equitable

remedies available to that party. No waiver by either party of any default or

breach shall constitute a waiver of any subsequent default or breach. 13. Risk Of Loss. The Contractor shall bear the risk of loss for any Contractor

materials used for a Contract and for all deliverables, Department personal or

other data which is in the possession of the Contractor or used by the Contractor in the performance of a Contract until possession, ownership and

full legal title to the deliverables are transferred to and accepted by the

Department. 14. Forum, Choice of Law And Mediation. Any actions arising out of a

Contract shall be governed by the laws of Massachusetts, and shall be brought

and maintained in a State or federal court in Massachusetts which shall have

exclusive jurisdiction thereof. The Department, with the approval of the

Attorney General's Office, and the Contractor may agree to voluntary

mediation through the Massachusetts Office of Dispute Resolution (MODR) of any Contract dispute and will share the costs of such mediation. No legal or

equitable rights of the parties shall be limited by this Section.

15. Contract Boilerplate Interpretation, Severability, Conflicts With Law,

Integration. Any amendment or attachment to any Contract which contains

conflicting language or has the affect of a deleting, replacing or modifying any

printed language of these Commonwealth Terms and Conditions, as officially published by ANF, CTR and OSD, shall be interpreted as superseded by the

official printed language. If any provision of a Contract is found to be

superseded by state or federal law or regulation, in whole or in part, then both parties shall be relieved of all obligations under that provision only to the

extent necessary to comply with the superseding law, provided however, that

the remaining provisions of the Contract, or portions thereof, shall be enforced to the fullest extent permitted by law. All amendments must be executed by

the parties in accordance with Section 1. of these Commonwealth Terms and

Conditions and filed with the original record copy of a Contract as prescribed by CTR. The printed language of the Standard Contract Form, as officially

published by ANF, CTR and OSD, which incorporates by reference these

Commonwealth Terms and Conditions, shall supersede any conflicting verbal or written agreements relating to the performance of a Contract, or attached

thereto, including contract forms, purchase orders or invoices of the Contractor.

The order of priority of documents to interpret a Contract shall be as follows: the printed language of the Commonwealth Terms and Conditions, the

Standard Contract Form, the Department's Request for response (RFR)

solicitation document and the Contractor’s response to the RFR solicitation,

excluding any language stricken by a Department as unacceptable and

including any negotiated terms and conditions allowable pursuant to law or

regulation.

IN WITNESS WHEREOF, The Contractor certify under the pains and

penalties of perjury that it shall comply with these Commonwealth Terms and Conditions for any applicable Contract executed with the

CONTRACTOR AUTHORIZED SIGNATORY: Joe Smith

(Signature Required) Print Name: Joe Smith

Title: Owner

Date: 2/12/12

(Check One): Organization X Individual

Full Legal Organization or Individual Name: Joe’s Snack Supply Company

Doing Business As: Name (If Different):

Tax Identification Number: 12-0005489

Address: 22 Corner Street, Amherst, MA

Telephone: 555-555-5555 FAX: 555-555-5555

Must sign - the language in the Terms and Conditions may not change. M

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Part 8: MHEC VENDOR RELATED FORMS:

Contract Service Fee

Signature Required for Contract Execution - Administrative Contract Service Fee (CSF) This contract is subject to a 1% Administrative Contract Service Fee which is in addition to discounts or rebates offered to the end

users. Terms of this contract:

Contract Service Fee: Bidder agrees to authorize and / or allow for a contract service fee (administrative fee) payable to the MHEC by an awarded vendor in exchange for the management and facilitation of a Contract resulting from this contract.

• The calculation of this fee includes any member and/ or eligible entity receiving contract pricing resulting from the

Awarded Contract. The price stated in any Bidder’s bid price and any MHEC Contract shall be inclusive of this fee and Contractors shall not reflect this fee as a separate line item on customer invoices.

• Any reference to the MHEC in member’s orders, purchase orders, account set up shall be deemed as volume and reported as such. The specific contract number does not need to be reflected – MHEC is sufficient.

• Eligible entities include; higher education organizations, educational non – profit organizations, private secondary schools, technical schools, vocational schools, K-12 and municipalities.

• The Contract Service fee shall be 1% calculated as a percentage of the total revenue received either directly or indirectly from purchases made by MHEC members and by non-members when the MHEC contract pricing is offered. This includes but is not limited to the sales of goods and services to subcontractors, or by dealers for the use of member organizations. All contractors are the responsible party for reporting any of the above volume.

• All ”MHEC Contracts” awarded and all purchase orders and purchases made pursuant to this are subject to this fee regardless of what entity is utilizing the contract pricing.

• Reporting for the sales volume and CSF will be required quarterly. Failure to report quarterly on the below outlined dates may result in contract suspension until such time that required reports are submitted to the MHEC.

• Quarterly Fee Payment: For each Payment Period, Contractor shall pay to MHEC a Fee equal to one percent (1%) of the total payments (adjusted for credits or refunds) received from all Eligible Entities that have purchased from the Contractor pursuant to this Agreement. All payments will be based on full calendar quarters (Payment Periods) and must be received on or before 45 days after the last day of the Payment Period (as specified below) or a contractor will be considered in breach of contract:

• Quarterly payment will include any periods less than a full calendar quarter if a contract does not start at the first day of a quarter or end on the last day of the quarter. Payments are to be made by check made payable to the MHEC, 505 East Pleasant Street, Amherst, MA 01003.

• Under pains and penalties of perjury, I hereby declare that we will report true and accurate report of payments and fees due pursuant to the terms of the above-referenced MHEC Contract.

Company Name: Fran’s Potato Chip Factory

REQUIRED Signed: Fran Crinkle Dated: 2-03-12

By signing this agreement you are accepting the terms and conditions of the MHEC contract and acknowledging the administrative contract service fee.

Quarter Payment Period Quarterly Payment Due Date First Quarter July 1 – September 30 November 15 Second Quarter October 1 – December 31 February 15 Third Quarter January 1 – March 31 May 15 Fourth Quarter April 1 – June 30 August 15

Be sure to sign

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Sales Volume and Contract Service Fee Reporting: Information must be completed on this page

The MHEC will send the quarterly contract service fee and sales volume report electronically to the contracts designated below. Sales volume reporting must be filed quarterly according to the CSF schedule. Awarded vendors will be required to report business from this contract for each member and nonmember entity. If volume comes from dealers it is the contracted vendor’s responsibility to retrieve sales information from each dealer. Any vendor not reporting may be suspended from the MHEC bidders list until such time as contract compliance is resolved.

Individual Responsible for Reporting Information

Name

Fran Crinkle

Company Name

Fran’s Potato Chips Factory

Department

Owner

Address

55 Ruffle Way

Telephone /Extension

555-555-5555

City, State, Zip

Boise, ID 99999 Fax 555-555-5555 E-mail rpchip@FCsnacks.com

Supervisor Responsible for the Reporting Individual

Name SAME Company Name

Department Address

Telephone /Extension City, State, Zip Fax E-mail

Volume Reporting and CSF Reporting Completion:

A reminder will be sent to the above contact quarterly with instructions on completing the needed worksheets. See below for a sample of what the worksheet will look like.

There will be separate tab in your spreadsheet for each MHEC Contract subject to this fee. So there will be only one workbook sent to you with multiple worksheets.

Quarterly report image:

Please complete this form

N

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PART 9: BID RESPONSE and EXCEL SPREADSHEET INSTRUCTIONS - V2 Form Information must printed and inserted in this part of the bid and an electronic copy in the excel workbook

Line / Question Number

Category Instructions # of Characters allowed for

answers

Response

Vendor ID Number MHEC to fill in ----->

1 Company Name Your Company Name 50 Fran’s Potato Chip Factory

2 Bid Number Insert Bid Number from Page 1 8 MC01-X91

3 Delivery Expected length of time for delivery of goods after receipt of order (ARO), days, weeks, etc. Part 2, 7

70 5 Business Days

4 Credit Cards List all cards accepted: Master Card, Visa, American Express Discover (Surcharges are not allowed)

40 Visa, Master Card, Discover

5 PO Terms = Special Pricing Code Denote any special references such as account number needed to get MHEC pricing etc. Preferable answer = MHEC

50 Referencing MHEC when placing the order

6 Landing Page Will your pricing be available via a dedicated MHEC web page? Part 2, 8 Answer Yes or No

3 Yes

7 Login Order Site (AKA MHEC Marketplace)

Will you have online ordering capabilities for members? Part 2, 8 Answer Yes or No

3 Yes

8 Contract Services Fee. % See Part 8: 1% / Do not Change Locked Field 1%

9 Return Policy Note briefly, your return goods policy or give web address for full policy. Part 2, 9

50 Money Back with receipt 14 days after purchase

10 Average Discount Calculate the average discount for all brands that you are bidding; ex. 50%.

6 25%

11 FOB The FOB point establishes ownership (where title passes) and defines who bears the risk of loss. The responses allowed here are either Destination or Origin. Part 2, 7 Answer must match answer on V4/Offer Page.

Memo Destination

12 Freight/Delivery Indicate if cost of freight is Included or Additional and how it is calculated. EX.: 1-5 units $100 each; 6-10 units - $50 each. The MHEC encourages included FOB Destination with freight included. Part 2, 7 Answer must match answer on V4/Offer Page.

Memo Included

Sample responses were filled in as an example.

O

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13 Minimum order dollar amount? Do you have a minimum dollar order amount? Yes or No; If yes please explain. Answer must match answer on V4/Offer Page. Part 2, 7

100 No

14 Contract available to state of CT? Enter Yes or No, or explain any restriction for the state. 25 Yes

15 Contract available to state of MA? Enter Yes or No, or explain any restriction for the state. 25 Yes

16 Contract available to state of ME? Enter Yes or No, or explain any restriction for the state. 25 Yes

17 Contract available to state of NH? Enter Yes or No, or explain any restriction for the state. 25 Yes

18 Contract available to state of RI? Enter Yes or No, or explain any restriction for the state. 25 Yes

19 Contract available to state of VT? Enter Yes or No, or explain any restriction for the state. 25 Yes

20 Member Satellite Locations Will you extend offers to member's satellite locations? Enter Yes or No, or explain restriction. Note that it is preferred that vendors cover all.

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21 Offer to Faculty, Staff & Students Will you extend for personnel purchases? Enter: 1 – to extend offer to all; 2 – to extend offer to faculty & staff only; 3 – not extended;

3 1

22 Deliveries How are deliveries made? Own fleet, note number of trucks or by courier; list primary and secondary. Part 2, 7

25 Own Fleet

23 Location of stocking warehouse and stocked items

Enter City & State of stocking warehouse and # of items stocked at this location; E.g. Boston, MA-12,500 items.

25 Massachusetts

24 Number of Years in Business? Part 2, 10 10 10

25 Tax ID# Enter Number, Part 2, 10 15

26 Duns # Enter Dun and Bradstreet #, Part 2, 10 15 12-345-6789

27 Organizational Structure

Explain your organization, structure and geography. Part 2, 10 25

We are a sole proprietor who started off growing corn for popcorn and corn

chips. After meeting out 5th year’s profit margin, we decided to expand to Idaho and began producing potato

chips and pretzels.

28 Product Source Primary and secondary source for product? Part 2, 10 25

Jerry Farms from Idaho and from our own corn fields in Illinois.

29 Total number of employees Enter number of employees. Part 2, 10 40

30 Annual Sales Enter annual sales. Part 2, 10 $123,456,660

31 Annual Report Provide a web link to the annual report or include a copy in the Included in bid

Complete all the required fields (#1-81). Some have limits on the size of the response. Where it says “memo” you can submit a separate word narrative.

31

bid. Part 2,10

32 MBE – Minority Business Enterprise Have you been certified as such by your State Diversity Office? If yes, indicate yes and the State that you are certified. Include a copy of certification in the bid response. Part 2,10

Yes

33 WBE – Women Business Enterprise Have you been certified as such by your State Diversity Office? If yes, indicate yes and the State that you are certified. Include a copy of certification in the bid response. Part 2,10

Yes

34 MWBE – Minority Women Business Enterprise

Have you been certified as such by your State Diversity Office? If yes, indicate yes and the State that you are certified. Include a copy of certification in the bid response. Part 2,10

N/A

35 DBE – Disadvantage Business Enterprise

Have you been federally certified as such? If so, indicate yes, the state that you are certified and include a copy of your certification in the bid response. Part 2, 10

N/A

36 Small Business Do you have under 50 employees? Indicate yes or no. Part 2, 10 No

37 VOSB – Veterans Owned Are you registered with the US Dept. of Veterans Affairs VetBIZ? If so, indicate yes and include certification. Part 2, 10

No

38 Physically Challenged / Disadvantaged

Are you registered as a physically challenged/disadvantaged co.? If so, indicate yes and include documentation. Part 2, 10

No

39 Are you a manufacturer selling direct?

Answer Yes or No. Part 2, 10 No

40 Are you a manufacturer planning to sell through authorized dealers

Answer Yes or No (If yes, list dealers in the part 5 form) N/A

41 Are you an authorized dealer? Answer Yes or No. Part 2, 10 Yes

42 Are you an authorized distributor? Answer Yes or No. Part 2, 10 Yes

43 Are you bidding using an authorized distributer – Wholesaler?

Answer Yes or No. Part 2, 10 No

44 Company Computer Applications How does your company’s computer system guarantee that customers receive consistent product support, pricing, order processing and inquiry and management reporting? Please explain. Part 2, 10

25 The system is updated every day

45 Main contract contact Person who is the main contact for contact administration. The main contact that can be contacted by the MHEC w/questions. Part 2, 10

Fran Crinkle

46 Main contact address City, State, Zip Boise, ID 99999

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47 Main contact phone 555-555-5555

48 Main contact fax 555-555-5555

49 Main contact cell 555-555-5555

50 Main contact e-mail rpchip@FCsnacks.com

51 President or CEO contact Who is the President or CEO of the division / company handling this contract? Part 2, 10

Fran Crinkle

52 President or CEO address City, State, Zip 55 Ruffle Way Boise, ID 99999

53 President or CEO phone 555-555-5555

54 President or CEO e-mail 555-555-5555

55 Main Headquarter Address City, State, Zip Part 2, 10 55 Ruffle Way Boise, ID 99999

56 Member Sales Contact Who should the members contact to obtain pricing/contract information?

Jeff Ruffle

57 Member Sales Contact Address City, State, Zip 55 Ruffle Way Boise, ID 99999

58 Member Sales Contact Phone 555-555-5555

59 Member Sales Contact Cell 555-555-5555

60 Member Sales Contact Fax 555-555-5555

61 Member Sales Contact E-mail jrruffle@FCsnacks.com

62 Member Order Contact Where should orders be sent Andrea Mystic-Chip

63 Member Order Address City, State, Zip 55 Ruffle Way Boise, ID 99999

64 Member Order Fax 555-555-5555

65 Member Order e-mail AMysticchip@FCsnacks.com

66 Environmental and Preferable Sustainability Programs

Part 2, 11 – Please identify any green characteristics of the goods and services in your proposal and identify the certifying agency that established those standards.

Ingredients come from farms with Food Alliance Cert, reducing energy & material waste.

67 Removal and Disposal Describe policies for removal, recycling, disposal, destruction of old equipment (e.g. charges for removal of old equipment if any, procedures for cleaning data and data protection, disposal and assurance, etc.) Any charges for this service must be included on the V4/Offer Page. Also include procedures for cleanup and recycling of packaging. Part 2, 12

All our old equipment are either sold directly to another user or traded-in for new machinery. packaging is recycled and compostable.

68 MHEC Expo Will you be participating in the MHEC Expo? Indicate Yes or No – part 2, 13

3 Yes

69 Marketing Plan Briefly describe your marketing plan. Provide a short marketing statement about your offering within this contract. Part 2, 14

Will be able to order all products online, tax exempt feature, easy return feature.

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70 Retail Locations If applicable, list retail locations available to members in New England. Part 2, 15

N/A

71 MHEC Price Transparency - Member Web Page

Part 2, 8 - Explain which price transparency option your company will be using and the features available. List your member web address if available. Explain how members will get access to the pricing and what will it include (part #, list price, discount, net, etc.)

Text

72 Incentive Programs Do you offer any member rebate programs or incentives? Are you willing to work with schools to develop based on their need? Part 2, 16

No

73 Alternatives / Generic Pricing How are members guided to choose "alternative" / comparable items that have better pricing? Part 2, 16

When conducting a search for a specific snack on our website, similar items pop up that the customer may have interest in.

74 Reports What types of reports can you provide to members on their purchasing activity at the individual requisitioned level, i.e. ordering method, inter-actions with your company? Will these reports include retail store purchases? Part 2, 19

reports that show number of orders placed online and fulfilled by the sales team. In addition, detailed annual reports will be provided.

75 Training Describe training available for equipment or service. Include use of facilities, content, media, delivery, and time frames. Part 2, 20

Does not apply to this bid

76 Service If service is being bid describe response time guarantee, up time guarantee, maintenance, quality, and penalties. Part 2, 22

Does not apply to this bid

77 Service Parts and Warranties Describe service, parts and service warranties if applicable. Part 2, 23

Warranties apply to all brands and may vary. We will back up any product after the warranty expires.

78 Warranty If applicable, describe your equipment, service, and parts warranty. Part 2, 23

Does not apply to this bid

79 Service Specification Please describe your services as indicated in part 2, 21 Does not apply to this bid

80 Hours of Operation Describe contact, staffing, times available (e.g. 9AM-5PM EST), response time (e.g. within x hours) and escalation procedures. Describe normal work hours, holidays, etc. Part 2, 19

100 Our normal business office hours are 7:00am – 8:00pm Monday-Friday. After hours & holidays you can reach us by cell phone or e mail.

81 Statement of Work Submit a statement of work; responsibilities of the user, contractor, work schedules, performance dates, change management procedures, ownership of intellectual property developed under contract, if applicable. Part 2, 22

Does not apply to this bid

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HOW TO CREATE REQUIRED SPREADSHEETS:

It is very important that you follow directions carefully. When the MHEC analyzes the bids, all vendor offer spreadsheets are combined into one master spreadsheet and sorted by certain columns for review. Use Keyword descriptions within each cell to identify brands, categories, sub categories, etc. If your firm has subscribed to the excel file will be sent for your use in filling in the information requested.

If your information is not in the correct column it may be overlooked. The MHEC will not reformat your submissions. It is the responsibility of the bidder to submit the proper documents in the proper format, on time. The offer must be contained on one spreadsheet in Excel for PC format.

Spreadsheets must be in sortable format, therefore, pay careful attention to this list of what NOT to do:

• Do NOT separate brands on individual sheets, must be Brand specific • Do NOT use words like: All, Other, Various • Do NOT use headings within the spreadsheet – Heading should appear one (1) time at top of worksheet • Do NOT use dittos • Do NOT refer to separate attachments, (i.e. See Web for pricing, see above, see below, entire catalog) • Do NOT use abbreviations • Do NOT submit data in all UPPERCASE; use appropriate capitalization • Do NOT format cells using the MERGE function in Excel; this makes working with data difficult and NOT data

that cannot be sorted. • Do NOT bid obsolete products • Do NOT bid limited products within a brand – we will only accept a full and complete brand offer for each brand • Do NOT add prefix or suffix to manufacturer part numbers unless you give a full explanation for its purpose • Do NOT provide a range of discounts – must be specific – One discount per brand • Do NOT provide an “average” discount • Do NOT recreate product category headings. Please use headings outlined in the Offer Page.

The offer must be contained on one Microsoft Excel spreadsheet. You must bid a fixed discount off the following: retail, published educational catalog or manufacturer’s list price or markup over dealer cost. The MHEC encourages you to bid the entire brand and/or catalog. If an offer is too limited within a brand it may not be awarded. If you are bidding an entire brand at one stated offer, list the main items in that brand, one row for each section on the spreadsheet. If offer varies for the brand, a row of data for each offer must be included for the brand.

Please include any value added attributes, products, and services offered in addition to the products and services being bid.

We also invite bidders to offer a specific selection of the most commonly used products at a greater discount that those listed in the standard contract pricing.

Be sure to include quantity and / or volume discounts in your offer

Follow all instructions on this page.

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Offer Page Format --Field (Column) Specifications.

Column Field

Length

Column Heading Definition

A 50 Vendor Your Company name, Company making the offer –

B 70 Brand Brand Name - Do not abbreviate and spell correctly

C 3 Bidding Entire Brand? We strongly encourage entire brand bids - yes or no. If no, you must list the series.

D 2 Section List the number of the section you ARE bidding (1 row for each section) as defined by the MHEC.

E 50 Category Key Description of Product (use category descriptions referenced)

F 50 Sub Category 2nd

most important keyword description of item

G 50 Sub Sub Category 3rd

most important keyword description of item

H 25 Pricelist Date and term extended This is the date on the price list which you are bidding. MUST HAVE A PRICE LIST FOR ALL BRANDS BID. Use this price list to calculate

the actual cost using the list price less the discount to get the net cost; and to check the typical item pricing – must match the price list.

I 15 Price List Source Type of list: example - Manufacturer, Vendor’s Own, Ingram, Tech Data

J 10 Identify price % column Identify the column in the price list to which discount or markup applies i.e.: dealer, retail, list, etc.

K 70 Disc. % Percentage discount being offered from price list (i.e., 50%, 55%)

L 70 Volume Tier % Disc Purchasing Levels by items or by dollars. Ex: 1-5 items=50% 6 items and up= 55%, OR $100 - $200 = 50%; $200 and up =55%

M 50 Min Order The minimum order required to receive the discount. Answer must match response on vendor information spreadsheet.

N 50 FOB The FOB point establishes ownership (where title passes) and determines who bears the risk of loss. The responses allowed here is either

Destination or Origin. Answer must match response on vendor

information spreadsheet.

O 50 Freight Explain whether or not the cost of freight is included or additional and how it is calculated. EXAMPLE: 1-5 units - $10 each; 6-10 units - $50

each or “Included” or “Added.” The MHEC encourages FOB

Destination, with freight included. Answer must match response on

vendor information spreadsheet.

P 40 Warranty The length of the warranty.

Here are the instructions on how to compete the offer page.

36

Offer Page Format - A through P are the column numbers in Excel. Please follow this format.

***Prefer one discount per brand (ex. Discount off list). Note that columns H & I should be adjacent to each other; this page is split for display purposes only.

A B C D E F G H

50 70 Yes or No 2 50 50 50 25

Vendor Brand Bidding Entire Brand? (Preferred failing to do so may affect award) If not

indicate section.

Section Category Sub Category Sub/Sub Category

Pricelist Date and

term extended

Fran’s Potato Chip Factory Ruffles

Yes

1 Potato Chips Unsalted Non fat 2/2012

I J K L M N O P

15 10 70 20 100 50 50 40

Price List

Source

Identify price % column (Dealer, Retail, List, etc)

Disc. % Volume Tier % Disc. Min Order FOB Freight Warranty

Manuf. List 25% 100 cases/40% None Destination Included 1 Year

This is the most important part of the bid. Submit your offer in the bid format outlined in the bid. Hard copy and electronic copies (on a thumb drive) are needed

37

OFFER PAGE ***Prefer one discount per brand (ex. Discount off list).

Note that columns H & I should be adjacent to each other; this page is split for display purposes only.

A B C D E F G H

50 70 Yes or NO 2 50 50 50

Vendor Brand

Bidding Entire Brand? (Preferred,

Failing to do so may

affect award) If not indicate section. Section Category Sub Category

Sub/Sub Category

Pricelist date and

Term Extended

Fran's Potato chip Factory Ruffles Yes 1 Potato Chips Unsalted Non Fat Feb. 12

Fran's Potato chip Factory Ruffles Yes 1 Potato Chips Salt & Vinegar Non Fat Feb. 12

Fran's Potato chip Factory Ruffles Yes 1 Potato Chips Salted Fat Free Feb. 12

Fran's Potato chip Factory PopPop Yes 2 Pop Corn Salted Low Fat Feb. 12

Fran's Potato chip Factory PopPop Yes 2 Pop Corn Cheddar Lite Feb. 12

Fran's Potato chip Factory Twists Yes 3 Pretzels Sugar-Coated Non Fat Feb. 12

Fran's Potato chip Factory Twists Yes 3 Pretzels Salted Fat Free Feb. 12

Fran's Potato chip Factory Toasty Yes 4 Corn Chips Salted - Baked Regular Feb. 12

Fran's Potato chip Factory Toasty Yes 4 Corn Chips Unsalted -Baked Regular Feb. 12

Fran's Potato chip Factory Toasty Yes 4 Corn Chips Cheddar - Baked Regular Feb. 12

Fran's Potato chip Factory Chompers Yes 5 Potato Chips Cheddar Fat Free Feb. 12

Fran's Potato chip Factory Chompers Yes 5 Potato Chips BBQ Fat Free Feb. 12

Fran's Potato chip Factory Chompers Yes 5 Potato Chips Sour Cream & Onion Fat Free Feb. 12

38

***Prefer one discount per brand (ex. Discount off list).

Note that columns H & I should be adjacent to each other; this page is split for display purposes only.

I J K L M N O P

15 10 70 20 100 50 50 40

Price list Source

Identify Price % Column (Dealer, Retail, List, etc.) Disc. % Volume Tier % Disc. Min Order FOB Freight Warranty

Manuf. List 50% 100 cases/50% None Destination Included 1 year

Manuf. List 50% 100 cases/50% None Destination Included 1 year

Manuf. List 50% 100 cases/50% None Destination Included 1 year

Manuf. List 50% 100 cases/50% None Destination Included 1 year

Manuf. List 50% 100 cases/50% None Destination Included 1 year

Manuf. List 50% 100 cases/50% None Destination Included 1 year

Manuf. List 50% 100 cases/50% None Destination Included 1 year

Manuf. List 50% 100 cases/50% None Destination Included 1 year

Manuf. List 50% 100 cases/50% None Destination Included 1 year

Manuf. List 50% 100 cases/50% None Destination Included 1 year

Manuf. List 50% 100 cases/50% None Destination Included 1 year

Manuf. List 50% 100 cases/50% None Destination Included 1 year

Manuf. List 50% 100 cases/50% None Destination Included 1 year

Manuf. List 50% 100 cases/50% None Destination Included 1 year

Include an electronic copy on a thumb drive.

39

GUIDELINES FOR CREATING REQUIRED SPREADSHEETS:

When the MHEC analyzes the bids received, required spreadsheets from each responding supplier are combined into one master spreadsheet and sorted by certain columns for comparison. Information not submitted in the correct column may be overlooked. The MHEC will not reformat your submitted worksheets. It is the responsibility of the bidder to submit the proper documents in the proper format, on time. Each of the required worksheets should be submitted in Excel for PC format. It is very important that you follow the instructions and adhere to each of the column character restrictions provided within each of the required spreadsheets carefully. All spreadsheets must be submitted in a format which allows MHEC to sort each column; pay careful attention to the list below of what you should Not do when creating your responses:

DO NOT: 1. List brands on individual sheets 2. Use words like: All, Other, Various 3. Use or insert headings within the spreadsheet – Heading should appear one (1) time at top of

worksheet 4. Use dittos (“) 5. Refer to separate attachments, (i.e. See Web for pricing, see above, see below, entire catalog) 6. Use abbreviations 7. submit data in all UPPERCASE; use appropriate capitalization 8. Format cells using the MERGE function in Excel; this makes working with data difficult resulting in

data that cannot be sorted. 9. Bid obsolete products 10. Bid limited products within a brand – we will only accept a full and complete brand offer for each

brand 11. Add prefix or suffix to manufacturer part numbers unless you give a full explanation for its purpose 12. Provide a range of discounts – should be specific – One discount per brand 13. Provide an “average” discount 14. Recreate product category headings. Please use headings outlined in the V4/Offer Page.

SAMPLE Pricelist format - (FORM V3 IN EXCEL)

Below are a few examples of how your Pricing can be displayed.

A B C D E F G

Supplier

(Bidder

Name)

Manufacturer/

Brand Name

Product

Description

Mfg

Part #

Suggested

Mfg List

Price/Catalog/

Website;

Supplier Cost

Discount off Mfg List

Price/Catalog/Website

or Markup off

Supplier Cost

MHEC

Contract

Net Price

Your

Company

Name Mfg Name

Item

Description

Part #

P55678 $5,000 50% off Mfg List Price $2,500

Your

Company

name Mfg Name

Item

Description L33467 $2,000 62% off Catalog Price $760.00

Your

Company

Name Mfg Name

Item

Description K79002 $100

10% Markup-Supplier

Cost $110.00

P

A

40

Price List

A B C D E F G H I

Vendor Name Brand Product Category

Description Product Sub Category

Description Mfg Part #

Unit of Measure/Cases-

100 bags per case Vendor Cost

Discount from list

MHEC Contract Net Price

Fran's Potato Chip Factory Ruffles Potato Chips Unsalted 1A 100 $200 50% $100

Fran's Potato Chip Factory Ruffles Potato Chips Salt & Vinegar 1B 100 $200 50% $100

Fran's Potato Chip Factory Ruffles Potato Chips Salted 1C 100 $200 50% $100

Fran's Potato Chip Factory PopPop Popcorn Salted 2A 100 $100 50% $50

Fran's Potato Chip Factory PopPop Popcorn Cheddar 2B 100 $100 50% $50

Fran's Potato Chip Factory Twists Pretzels Sugar-Coated 3A 100 $75 50% $37.50

Fran's Potato Chip Factory Twists Pretzels Salted 3B 100 $75 50% $37.50

Fran's Potato Chip Factory Toasty Baked Corn Chips Salted 4A 100 $75 50% $37.50

Fran's Potato Chip Factory Toasty Baked Corn Chips Unsalted 4B 100 $75 50% $37.50

Fran's Potato Chip Factory Toasty Baked Corn Chips Cheddar 4C 100 $75 50% $37.50

Fran's Potato Chip Factory Chompers Potato Chips Cheddar 5A 100 $200 50% $100

Fran's Potato Chip Factory Chompers Potato Chips BBQ 5B 100 $200 50% $100

Fran's Potato Chip Factory Chompers Potato Chips Sour Cream & Onion 5C 100

$200 50% $100 Please include a copy of

this on your thumb drive

P

A

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V4/Offer Page Format – V4 in Excel Columns A through P are the column numbers in Excel. Please follow this format.

A B C D E F G H

# of Characters: # of Characters: # of Characters: # of Characters: # of Characters: # of Characters: # of

Characters: # of Characters:

50 70 Yes or No 2 50 50 50 25

Fran’s Potato Chip Factory Ruffles Yes 1 Ridged Unsalted Non Fat 2/201

Vendor Brand Bidding Entire Brand? Section Number Category Sub Category

Sub/Sub Category

Pricelist Date and term extended

I J K L M N O P # of

Characters: # of Characters: # of Characters: # of

Characters: # of

Characters: # of

Characters: # of Characters: # of Characters:

15 10 70 20 100 50 50 40

Manufacturer List 25% 100 cases/40% None Destination Included 1 Year

Price List Source

(Dealer, Retail, List, etc.) Disc %

Volume Tier Price % Min Order FOB Freight Warranty

Q

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BE SURE TO COMPLETE THE CHECK LIST – SIGN ALL STATEMENTS, SIGN YOUR BID

AND INCLUDE YOUR PRICING. See MHEC website www.mhec.net, click on training and view

overview of the bidding process and common bidding mistakes.

http://www.mhec.net/index.php?page=training Common Omissions / Errors:

Double Check - Failure to Complete the below will result in a bid rejection:

o Sign the front page of the bid

o Include your pricing / V4/Offer Page

o Sign the certificate of non-collusion

o Sign the tax certification

Provide all of the hard copy files requested above with your bid submission. If the

item is checked be sure to include it in the bid document.

Do not rename the above tabs or rewrite the bid document

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