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MASSACHUSETTS PORT AUTHORITY

Purchasing Department

Logan Office Center

One Harborside Drive

Suite 200 S

East Boston, MA 02128

RREEQQUUEESSTT FFOORR PPRROOPPOOSSAALL ## 55777788

SIP Core Installation

RESPONSE DUE DATE:

May 13, 2016

BY 1:00 PM

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Table of Contents TABLE OF CONTENTS ...........................................................................................................................................

1.0 PROJECT SCOPE OF SERVICES ..........................................................................................................

1.1 SCOPE OF SERVICES OVERVIEW ..........................................................................................................

1.2 SUMMARY OF RESPONSIBILITIES ..........................................................................................................

1.3 ADDITIONAL REQUIREMENTS ................................................................................................................

1.3.2 SESSION BORDER CONTROLLER INSTALLATION AND PROVISIONING ........................................

1.3.3 SIP CORE PROVISIONING, CONFIGURATION AND PROGRAMMING ..............................................

1.3.4 AES PROVISIONING, CONFIGURATION AND PROGRAMMING ........................................................

1.3.5 ADDITIONAL BLOCK OF HOURS ..........................................................................................................

1.3.6 TESTING ..................................................................................................................................................

2.0 PROPOSAL SUBMISSION .........................................................................................................................

2.1 GENERAL INSTRUCTIONS .......................................................................................................................

2.2 PROPOSAL FORMAT AND CONTENT .....................................................................................................

2.2.1 EXECUTIVE SUMMARY .........................................................................................................................

2.2.2 TABLE OF CONTENTS ...........................................................................................................................

2.2.3 RFP RESPONSE .....................................................................................................................................

2.2.4 APPROACH .............................................................................................................................................

2.2.5 PROPOSER'S BACKGROUND ...............................................................................................................

2.2.6 SPECIFIC EXPERIENCES, REFERENCES AND STAFFING PLAN .....................................................

2.2.7 FINANCIAL STATUS ...............................................................................................................................

2.2.8 PRICE PROPOSALS ...............................................................................................................................

2.2.9 OTHER INFORMATION ..........................................................................................................................

2.2.10 APPENDICES ........................................................................................................................................

2.3 PROPOSAL PROCESS ..............................................................................................................................

2.3.1 WRITTEN QUESTIONS...........................................................................................................................

2.3.2 ADDENDA ................................................................................................................................................

2.3.3 PROPOSAL SUBMISSION ......................................................................................................................

2.3.4 PROPOSAL EVALUATION .....................................................................................................................

2.3.5 EVALUATION CRITERIA ........................................................................................................................

2.3.6 NOTIFICATION, NEGOTIATION AND AWARD ......................................................................................

2.4 GENERAL CONDITIONS ...........................................................................................................................

2.4.1 ACCEPTANCE OF THE PROPOSAL .....................................................................................................

2.4.2 CONFLICT OF INTEREST ......................................................................................................................

2.4.3 PROPRIETARY INFORMATION, NON-DISCLOSURE ..........................................................................

2.4.4 REPRESENTATIONS MADE BY PROPOSER .......................................................................................

2.4.5 INSURANCE ............................................................................................................................................

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Table of Contents ( cont'd)

2.4.6 AUDIT REQUIREMENTS ........................................................................................................................

APPENDIX A: PROPOSER INFORMATION FORM .......................................................................................

APPENDIX B-1 NON-DISCRIMINATION POLICY ...........................................................................................

APPENDIX B-2: WORKFORCE COMPOSITION FORMS ...............................................................................

APPENDIX C: REFERENCE INFORMATION FORM ......................................................................................

APPENDIX D: FINANCIAL QUALIFICATIONS ................................................................................................

APPENDIX E: PRICE PROPOSAL FORM .......................................................................................................

APPENDIX F: SAMPLE SERVICE AGREEMENT……………………………………………………………….. APPENDIX G: CERTIFICATE OF COMPLIANCE WITH LAWS…………………………………….…………...

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Massport Information Technology Network Operations SIP Core Installation

REQUEST FOR PROPOSAL

Introduction

The Massachusetts Port Authority (the “Authority“ or “Massport”) is an independent body politic and corporate and public instrumentality of the Commonwealth of Massachusetts created by Chapter 465 of the Acts of 1956. The Authority controls, operates, and manages Boston-Logan International Airport, Hanscom Field, Worcester Airport; and the Port Properties, consisting of certain facilities in the Port of Boston and other properties. For more information on the Authority, its mission, organizational structure, facilities and programs, please log on to the Authority’s website at www.massport.com.

The Massachusetts Port Authority is seeking proposals from qualified vendors interested in entering into a contract to provide Commodity Internet Services.

1.0 Project Scope of Services

The Project Scope section provides background and overview information about the project including the Scope of Services required by Massport. The Proposal Submission section provides information about the RFP process as well as the mandatory requirements for submitting a response to this proposal in order for the proposal to be considered. Note: The Massachusetts Port Authority reserves the right to except or reject any portion of this contract.

1.1 Scope of Services Overview

Massport is looking to update their Avaya environment to add all necessary SIP components to support future carrier SIP Trunking as well as create an API interface to be able to add on 3

rd party applications

that require access to Avaya’s API to allow for applications like call recording to be added to the infrastructure. Based on Massport’s future technology requirements Massport is proposing adding key Avaya solution components to their existing infrastructure. These components include Avaya Aura System Manager, Session Manager, Session Border Controller Enterprise (together these 3 applications will be referred to as SIP CORE), Utility Server and Application Enablement Server or AES. The purpose of this Statement of work is to provide the steps necessary to add the desired solution components into the existing Avaya infrastructure. Massport is also looking to adding a Utility server to help facilitate consistency among the IP endpoints that are in place. Also an Avaya Aura Web licensing server will is proposed for the AES server in an effort to align Massport’s topology with Avaya’s future roadmap.

Massport is looking to utilize their existing VMware infrastructure to deploy the recommended applications whenever possible. The one exception to the virtualization deployment is the Avaya Aura Session Border Controller Enterprise (SBCE). The SBCE servers will be deployed as physical appliances due to the need to maintain Massport’s security requirements at the edge of the network. The SBCE servers are meant to

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be put in place for a future carrier SIP trunking project that will take place at a later time outside of this project.

Even though carriers SIP Trunking is not part of this proposal the customer edge applications necessary to support future carrier SIP Trunking are a key component to this proposal. The goal with building the Avaya SIP core consisting of Avaya Aura Session Manager/System Manager and Avaya SBCE is to ensure that Massport is able to take full advantages of capabilities like carrier SIP Trunking in addition to all of the future enhancements Avaya is brining into the product line by way of SIP integrations and interfaces.

At some point in the future Massport will conduct another project to tie the SIP core into a carrier SIP trunk of their choosing. The SIP core statement of work should be built out to allow for such that the addition of carrier SIP services should not require any additional hardware or licensing to complete. The addition of the Trunking should only require some configuration and integration work to take place on the SBC, Communication Manager and Session Manager.

Although Massport has not selected a call recording vendor yet the AES server should be ready to interface with the selected call recording platform whatever it may end up being. Massport understands that depending on the end call recording solution selected the AES licensing may or may not have to be adjusted to meet the demand of how many calls need to be recorded.

1.2 Summary of Responsibilities

1.2.1 Service Location Requirements: East Boston: Logan Office Center 1 Harborside Drive East Boston, MA 1.2.2 Service Requirements:

Provider will design, order, procure, implement and test the following Avaya Aura components subject to and in accordance with the terms and conditions of this Agreement:

Avaya Aura System Manager [VMware]

Avaya Aura Session Manager (2) [VMware]

Avaya Aura Session Border Controller Enterprise (3) [Physical Servers]

Avaya Aura Application Enablement Services [VMware]

Avaya Aura Utility Services [VMware]

1.2.3 Existing Equipment on file

Avaya Aura Communication Manager Release 6.3

Avaya Aura Messaging Release 6.3

Avaya Aura System Platform

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Avaya Aura Survivable Remote Servers (ESS)

Avaya Aura Survivable Remote Embedded Server (LSP)

Avaya Aura Media Gateways (G450 and G650)

Avaya H.323 IP Telephones

1.3 Additional Requirements

In addition to the required responsibilities, the following requirements must be met: 1.3.1 Planning and Design

Provider will meet with Massport and review in detail the solution being proposed in the SOW. The purpose of that meeting will be to ensure there is agreement between the Provider and Massport to ensure that each application will have the correct IP address information and connectivity needed to other Avaya / Massport components needed to function. This meeting will also serve as a starting point for completing the Avaya implementation worksheets needed to ensure a thorough and detailed deployment.

Identify resources required to fulfill the scope of Services

Jointly develop the Project schedule based on Massport and Provider resource availability

Perform design activities as defined in the Project schedule

Co-develop a test plan with Massport to verify solution functionality

Create schedule for on-site deployment and integration testing with Massport.

Complete System and Session Manager planning forms with Massport.

Complete Session Border Controller planning forms with Massport.

Complete AES server planning forms with Massport.

Review existing platform licensing configuration to ensure it will support SIP trunking and the AES server

1.3.2 Session Border Controller Installation and Provisioning

Unpack, inspect and inventory Session Border Controller servers.

Install hardware listed below

Install software updates.

Allow 3 day burn in of equipment to ensure against any out of the box failures

Install Avaya Aura Session Border controller servers in high availability (HA) mode at customer’s data center using worksheet’s completed in statement of work.

The SBCE servers will be configured for future SIP trunking to come at a later point in time. o The objective on the project is to ensure that the inside or A1 interface of both SBCE

servers have a signaling connection to the Avaya Aura Session Manager servers and the M1 (management) interfaces are reachable for web and shell based management.

o SIP trunking will be added at a later time as part of a separate project. The future SIP

trunking project will only require some configuration changes on the outside or B1 interface of the Session Border controllers when Massport chooses which SIP carrier they wish to use for SIP trunking services.

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1.3.3 SIP Core Provisioning, Configuration and Programming

Deploy Avaya System Manager, Session Manager, Utility Server and virtual machines on

Massport’s existing VMware infrastructure at this time there is no need for separate physical

servers for these appliances

Virtual machines will be configured using worksheets completed in the statement of work.

Upgrade all newly deployed Virtual machines to the latest version as allowed in the customers

current Avaya environment

Ensure all new servers are compliant with operating system best practices at Massport,

passwords changed, NTP source configured, SNMP enabled etc.

Provider will configure System and Session Manager to utilize redundant links between Session

Manager and the existing Communication Manager

System Manager will be synced with Communication Manager to allow for future application

sequencing for SIP phones as well as web based administration of Communication Manager and

Aura Messaging if so desired

Any SIP programming needed on System/Session manager needed to route calls to Aura

Messaging will be completed.

Provider will integrate System Manager with the customers LDAP server for 3rd

party

authentication if the customer so desired this feature to be enabled.

The local host name resolution feature will be enabled on the Session Manager(s) to ensure that

in the event of a failure of the main CM servers an ESS server could resume communication with

the Session Managers and continue to drive the SIP feature set in the customer’s environment

The Utility Server will be configured to integrated with Communication Manager to enable the

MyPhone feature so users can modify their call handling settings using their extension number

and password with a web browser also the current settings file in use will be pulled over to the

Utility server

The Provider will utilize industry standard best practices to configure the existing Avaya Aura

Communication Manager to tie into the Session Manager servers. This will include creating

separate network regions, signaling groups, trunk groups and route patterns that are needed to

ensure the customers Communication Manager takes full advantage of both Session Managers

that are being deployed as part of this project

All newly deployed virtual machines as well as physical SBC server will be final on-boarded with

Avaya to ensure that each new component reflects correctly under Massport’s existing

maintenance contract with Avaya and also to ensure Avaya has remote access and can receive

alarms from each device.

The existing Avaya Aura Messaging server(s) will be configured to utilize the Session Manager

servers to receive voice mail calls from Avaya Communication Manager. This activity will be

conducted after hours during an agreed upon time between Massport and the Provider.

1.3.4 AES Provisioning, Configuration and Programming

Providers will work with Massport to determine what if any additional CTI licenses may be

necessary in Communication Manager to support the AES server.

Once Provider is aware of the 3rd

party call recording solution being proposed they will work with

Massport to determine the correct amount of TSAPI and DMCC licensing needed to ensure the

AES is able to meet the call recording demand needed.

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Providers will deploy the Application Enablement Services and WebLM Virtual Machines onto

Massport’s existing VMware infrastructure.

The AES server will have all of the latest patches applied that are allowed into Massport’s current

Avaya environment

Any necessary license files for the AES server will be loaded onto the WEBLM virtual machine

The AES server will be configured to utilize the WEBLM server for license reference

Customer logins will be created by the Provider for the AES

CTI link connectivity between Communication Manager and the newly deployed AES server will

be configured by the Provider.

The AES server will be configured to integrate with the 3rd

party or Avaya call recording

application Massport chooses to implement.

1.3.5 Additional Block of Hours

Provider will price out an additional 100 hours for engineering to be used towards

configuration and troubleshooting. This will include but not be limited to the integration of the carrier SIP trunks, and Voice Recording application after the completion of this project.

1.3.6 Testing

All applications being deployed will be tested in accordance with a test plan developed between the Massport and the Provider. Based upon the applications being deployed, the Provider will be able to recommend a baseline test plan to ensure functionality of the deployed platform. These tests include but are not limited to:

System / Session Manager web based maintenance tests

Voice mail calls from Communication Manager to Aura Messaging

Voice mail calls from Communication Manager to Aura Messaging with one Session Manager set

to a “Deny New Service” state to ensure calls use look ahead routing correctly

Verify Local Host Name resolution entries are correct to support ESS takeover of Session

Manager servers

Verify all remote access and alarming for newly deployed applications

Perform TSAPI call test from AES web pages by placing a station to station call between 2

stations on Massport’s phone system only using the web page of the AES server and the

previously built CTI link in Communication Manager

Test customer remote access to all products being deployed and ensure customer has access to

proper testing tools available on all platforms, adjust any login permissions as necessary

2.0 Proposal Submission

This section provides the instructions for the preparation of the response to this Request for Proposal. It describes the proposal process, including a list of important dates for proposal development, and the deliverables required in the proposal. This section also describes the general terms and conditions of the proposal and the qualification process to be used in selecting a proposer. Proposers are responsible for fully examining this RFP and addenda (if any) and referenced documents.

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2.1 General Instructions

Proposals shall demonstrate a thorough understanding of the requirements and scope of the project described in Section 1.0 Project Scope of Services with emphasis on completeness and clarity of content. Proposals shall concisely describe how the Proposer’s solution addresses the specific needs of Massport. Although certain technical explanations may be required, the proposal language shall accommodate a non-technical audience.

The Proposer shall have proven experience and performance in providing data center colocation services. Proposals shall clearly identify the intended use of any sub contractors for services related to the project's scope. The response shall be submitted in the format specified in the instructions below and shall include all completed forms required in the appendices to this document. The proposal shall include the full legal name and business address of the Proposer, and shall be signed and dated by a person or persons authorized to contractually bind the Proposer. Proposals by a partnership or joint venture shall list the full names and addresses of all partners or joint venture signatories. The state of incorporation shall be stated for each corporation that is party to the proposal.

The preparation of the proposal and any subsequent presentations, demonstrations or other activities related to the proposal shall be at the expense of the Proposer, and the Authority shall not compensate any party for any such activities. The rejection of any proposal in whole or in part will not render the Authority liable for incurred costs and/or damages.

Unless otherwise formally notified in writing by the Authority, the contact person for all information and/or questions pertaining to this RFP shall be:

Ms. April Lanni Senior Buyer Massachusetts Port Authority One Harborside Drive, Suite 200S East Boston, MA 02128 E-mail: alanni@massport.com

2.2 Proposal Format and Content

All responses are to be presented following the format outlined below. The proposals shall address all of the requirements of this RFP and provide a complete and concise description of how the proposed solution satisfies the requirements. In addition to the narrative that comprises the response, the Proposer shall complete the forms provided in the appendices to this document. Failure on the part of the Proposer to complete the forms may be reason for rejection of the proposal.

All proposals shall be in writing and shall be typewritten in English on 8.5" x 11.0" paper with all pages clearly numbered. The proposal shall be concise and focus on the details of the solution.

Each Proposer will submit two (2) original and one (1) electronic copy at the time of submission. Printed proposals shall be printed in a 12-point font and shall be printed single sided.

The required contents and format of the proposal are as follows:

(Title Page)

I. Executive Summary (2 page maximum)

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II. Table of Contents

III. RFP Response

Approach to Providing a Complete Solution

Proposer’s Background

Estimated Schedule

Specific Experience and References

Financial Status of Proposer’s Organization

Price Proposal

IV. Other Information (optional)

V. Appendices

(A) Proposer Information Form (B) Workforce Composition Form (C) Reference Information Form (D) Financial Qualifications (E) Price Proposal Forms

2.2.1 Executive Summary

The Executive Summary shall present a clear and concise summary of the Proposer's background, solution proposed and direct relevant experience, and shall make a case as to why the Proposer has the best solution to satisfy Massport’s needs. Structure this section in a manner that allows it to serve as a stand-alone summary when separated from the other sections of the proposal (page limit: 2 pages.)

2.2.2 Table of Contents

The Table of Contents is self-explanatory.

2.2.3 RFP Response

This section of the proposal shall describe in detail the proposed solution including the Proposer’s:

Approach to Providing a Complete Solution

Proposer’s Background

Estimated Schedule

Specific Experience and References

Financial Status of Proposer’s Organization

Price Proposal

2.2.4 Approach

This section shall describe how the Proposer intends to deliver the services identified in Section 1.0 Project Scope of Services on time and within the contract terms. Massport is looking for the Proposer to provide a detailed approach, including the development methodology to be used, which identifies and includes all items the Proposer deems necessary to meet or exceed the requirements identified in Section 1.0 Project Scope of Services. The Proposal shall include a detailed description of the objective,

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approach, methodology and level of effort proposed for each task or item. If the proposed solution partially meets these requirements, the Proposer shall provide a concise explanation for Massport’s consideration. The proposed approach to implementation shall be clear and offer a reasonable and cost-effective methodology.

Any part of this section, or any section of the RFP response, may be incorporated into the final contractual agreement.

2.2.5 Proposer's Background

Present an introduction to your firm that details its principal business (es), company size and structure, firm ownership, etc. In particular, the Proposer shall describe how its professional background and expertise are most suited toward meeting Massport’s needs. If a local office is proposing, describe the attributes of the local office from which the work will be performed. Additionally, please list all litigation and outcomes against the Proposer's organization within the last five (5) years (if any).

Proposer shall include with its submission a statement, signed under the pains and penalties of perjury, identifying and describing all local, state and federal criminal investigations or proceedings, or any other administrative, judicial, or regulatory matter currently pending against the Proposer, or its Principals (to include officers, members, directors. and partners) or concluded adversely to the Proposer, or its Principals, within the past five years, which might reasonably be construed to reflect adversely on the fitness of integrity of Proposer or its Principals to perform this contract for a public client. Failure to respond properly and accurately to this requirement may, in the Authority’s sole discretion, result in rejection of your submission.

2.2.6 Specific Experiences, References and Staffing Plan

The Proposer shall describe at least three (3) separate engagements performed by its firm that have concluded in the past five (5) years or are in process as of this date. Massport is especially interested in references which demonstrate the Proposer’s proven experience and performance in providing high level support services to organizations with similar operations of approximately the same size and complexity as Massport.

At a minimum, the Proposer shall:

Describe the most recent (last five years) relevant experience of the firm and sub-consultants on engagements involving similar colocation services. Clearly state the roles of any sub-consultants used by the Proposer's organization on each engagement. Describe how this engagement is relevant to Massport’s situation and what experience was gained that is directly applicable to Massport.

For each of the projects listed above, include complete client information for persons familiar with the services provided including full client name, client address, client phone number, contact name and title at time of referenced job and contact phone number. For each engagement, the Proposer is expected to provide the names of at least two client references, which Massport may use at its discretion and in accordance with Section 2.3.5 Evaluation. The Proposer shall provide this information in the Appendix C Reference Information Form section of the proposal.

Proof of your firm’s commitment of time and personnel to this project, including a list of personnel who will be assigned to the account, a statement of their duties and qualifications, and the proposed staffing plan. Include the name of the person who will be the point of contact for the Authority.

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Show evidence that your firm is an affirmative action employer, including the names of females and minority group members whom will be working on the Premises. (Use form marked Appendix B-2. This requirement is optional, but Proposer is strongly encouraged to include it.)

2.2.7 Financial Status

The Proposer shall provide a copy of the Proposer’s most recent audited financial report, or provide Massport with sufficient information as Massport deems necessary to assess the company’s financial status and the ability of the Proposer to perform the work required. The Proposer shall provide this information in the Appendix E Financial Qualifications section of the proposal.

2.2.8 Price Proposals

The Proposer shall provide fixed pricing for all services identified in Section 1.1 Scope of Services Overview as follows:

Avaya Aura System Manager [VMware]

Avaya Aura Session Manager (2) [VMware]

Avaya Aura Session Border Controller Enterprise (3) [Physical Servers]

Avaya Aura Application Enablement Services [VMware]

Avaya Aura Utility Services [VMware]

Additional block of 80 hours

Pricing is based on the requirements and deliverables identified in Section 1.0 Project Scope of Services and for any additional “other” deliverables the Proposer deems necessary. The Proposer shall provide this information using this Appendix E Price Proposal Form. Please note that Massport is a tax exempt organization.

2.2.9 Other Information

At the discretion of the Proposer, other additional and relevant information may be included in this section.

2.2.10 Appendices

The Proposer is required to submit, as part of its completed package, certain forms or information as outlined below. Relevant forms have been provided in the appendices to this RFP document as noted. The Proposer's appendices shall be presented in the following order:

(A) Proposer Information Form (B) Workforce Composition Form (C) Reference Information Form (D) Financial Qualifications (E) Price Proposal Forms

(F) Sample Service Agreement (G) Certificate of Compliance with Laws

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Where additional space is needed to contain your response, insert supplementary pages as necessary directly behind the page with insufficient space. Identify the supplement with the appendix number and supplementary page number. Changes to the RFP format or failure on the part of the Proposer to comply with all requirements may be cause for rejection of the proposal.

2.3 Proposal Process

It is Massport's desire to maintain the following schedule for the proposal and selection processes:

Step

Description

Date

RFP Released

RFP is available to interested Proposers.

April 20, 2016

Last Day of Written Questions

Proposers will be allowed to submit inquiries and questions until this date. Inquiries may be submitted via E-mail only to alanni@massport.com. (plain text).

April 29, 2016 by 1:00 p.m.

Answers to Written Questions

Responses to written questions will be provided to all prospective Proposers who download the RFP

May 4, 2016

Submission of Proposals

Proposers will submit detailed proposals in conformance with the requirements of this RFP by this date and time.

May 13, 2016 by 1:00 p.m.

Review of Proposals and Selection

Massport will review the proposals received in accordance with the evaluation criteria set forth elsewhere in this document.

May 20, 2016

2.3.1 Written Questions

In the interest of saving time, all questions pertaining to this Request for Proposal shall be submitted by E-mail to the Massport contact person identified above (see Section 2.1 General Instructions). Please note, all questions, shall be received by the Massport Project Manager at Massport by the date and time specified for the Last Day of Written Questions in the schedule above. The Authority will provide a written summary of the questions and answers, which will be sent to the principal representative of each proposing organization that download the RFP.

2.3.2 Addenda

Revisions, clarifications, interpretations, and responses to written questions on this RFP, as prepared by Massport, shall be issued to all Proposers as addenda to the RFP. All addenda will be issued as specified in the schedule above.

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2.3.3 Proposal Submission

Two (2) original and one (1) electronic copy of the Proposer's response to this RFP (the “Proposal”) shall be delivered in a sealed package no later than May 13, 2016 at 1:00pm Eastern Time.

To:

Massachusetts Port Authority Logan Office Center One Harborside Drive, Suite 200S East Boston, MA 02128-2909 Attn: Rachida Mahrouda

The Authority will time and date stamp all proposals upon receipt. Proposals received after the time and date stated above will be marked as late and will not be considered. Proposals will not be returned.

The Proposer shall print "Proposal 5778, SIP Core Installation" in the bottom right hand corner of the proposal packaging. By submitting a Proposal, Proposer agrees that if the Authority makes an award to Proposer, the Proposer may be required to enter into one or more agreements in the form attached hereto as Appendix F Sample Service Agreement. The draft Agreement may be modified only as deemed necessary or desirable by the Authority’s Chief Legal Counsel. Certain portions of the final Agreement shall be completed in accordance with the terms of the successful Proposal. Also, all terms of the successful Proposal will be incorporated in the final Agreement by reference, and the Proposal itself will become part of the executed documents.

2.3.4 Proposal Evaluation

Massport, utilizing a selection committee, will evaluate and select a proposal based on the criteria below. Those proposals which meet the requirements of this RFP and which are deemed to represent the most beneficial solution to the Authority's needs will be evaluated in accordance with the criteria. Proposals which fail to meet the requirements of this RFP or which are otherwise unacceptable will not receive further consideration.

Massport may make such investigations as it deems necessary to determine the ability of the Proposer to perform the work, and the Proposer shall furnish to Massport all such information and data for this purpose as may be requested. Massport reserves the right to reject any proposal if evidence submitted by, or investigation of, the Proposer fails to satisfy Massport that such Proposer is properly qualified to carry out the obligations of the Contract and to complete work contemplated therein. The Authority, at its sole direction, may select one or more proposals from which to proceed with negotiations.

2.3.5 Evaluation Criteria

In selecting a Contractor to complete the tasks, perform the services, and deliver the items described in Section 1.0 Project Scope of Services, the Authority will consider the information in the proposals, technical level and experience and the ability of the proposer to meet or exceed the minimum requirements and shall include, but not be limited to, consideration of the following criteria:

The overall quality of the written proposal;

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o The ability of the Proposer to satisfy the functional and technical requirements stated herein;

o The overall quality of the Proposer’s solution; o Consultant's methodology for network support services for Massachusetts Port Authority. o Responsiveness to this RFP;

Qualifications and relevant experience; o The level of recent (within the past five years) and relevant (including similar work for

other government agencies or transportation related sites) experience the Proposer has in engagements of similar scope and nature.

o The level of recent and relevant experience the Proposer has with the proposed colocation services.

o The qualifications of personnel who will be assigned and the relevance of each person's experience to the work to be performed under this proposal;

o Recommendations from prior clients; o Ability to work within a team framework. This project requires close coordination between

Massport's and the Proposer’s teams in order to be successful;

Financial stability of the Proposer;

Commitment to Affirmative Action, in house profile, policy and accomplishments, and meaningful subcontractor participation as well as employment of special groups of interest to Massport (i.e., residents of Impacted Communities);

Price/cost.

2.3.6 Notification, Negotiation and Award

The selected Proposer shall be expected to enter into an agreement with Massport (see Appendix F- Sample Service Agreement), materially for the services requested in this RFP document unless the selected Proposer specifically notes suggested changes in its proposal (see Section 2.4.1 -- Acceptance of the Proposal). Massport will subsequently enter into negotiations with the chosen Proposer(s) to establish mutually agreeable terms regarding the scope of services and/or compensation.

All unsuccessful Proposers will be notified after the execution of an agreement. Non-acceptance of any proposals will be devoid of criticism and of any implication that the proposal was deficient. Non-acceptance of any proposal will mean only that another proposal was deemed to be more advantageous to the Authority. Copies of all proposals and support material will be retained by the Authority.

If mutually agreeable business and contract terms cannot be reached after a reasonable length of time, Massport reserves the right to proceed with another proposal or reevaluate its options.

2.4 General Conditions

2.4.1 Acceptance of the Proposal

It is the intent of the Authority to award a contract on the basis of the responses to this RFP. However, the Authority, at its sole discretion, reserves the right to accept or reject any or all proposals received in response to this request, to negotiate with any qualified source, or to cancel in part or in its entirety this RFP. The Authority may request additional information from the Proposers during the course of the selection process.

Any proposal determined to be non-responsive to any of the requirements of this RFP may be disqualified without complete evaluation. Submissions not containing all requested requirements will not considered. Massport may, at its discretion, determine noncompliance is immaterial and can be corrected or that an

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alternative proposed by the Proposer is an acceptable substitute. In such cases, Massport may ask for clarifications and/or allow the Proposer to make minor changes or corrections to its Proposal.

Massport reserves the right to suspend, withdraw, amend, or supplement this RFP including all appendices, exhibits, and addenda, at any time prior to opening the proposals. Massport further reserves the right to accept any proposal, to modify or amend with the consent of the Proposer any proposal prior to acceptance, to reject any or all proposals, to waive any informality and to effect any agreement otherwise, all as the Authority in its sole judgment may deem to be in its best interest.

By submitting a proposal in response to this RFP, the Proposer agrees to accept award of the successfully negotiated contract to perform the work described in the submitted proposal. The selected firm will be expected to sign an agreement. If the Proposer believes that modification of the RFP or any article contained in the Authority's standard contract is necessary, or the Proposer takes exception to any portion of this RFP, the Proposer shall so indicate, in detail, at the time of submission. Otherwise, it will be assumed that the terms of the Contract and RFP are acceptable, and by submission of a signed proposal to the Authority, the Proposer will be deemed to have accepted in their entirety the terms and conditions of the Contract and this RFP.

2.4.2 Conflict of Interest

Massport seeks to avoid any conflict of interest, or the appearance of a conflict of interest. Each Proposer is advised that its performance of work for the Authority may, at any time, raise questions about real or perceived conflicts of interest because of the Proposer's relationship to other entities or individuals, including without limitation: (1) private and public owners of companies that may be affected by the project, and/or (2) other state-created entities with potential conflicting interests and/or concerns.

Accordingly, Massport reserves the right to: (1) disqualify any Proposer or reject any proposal at any time solely on the grounds that a real or perceived legal or policy conflict of interest is present; (2) require any Proposer to take any action or supply any information necessary to remove the conflict, including without limitation, obtaining an opinion from the State Ethics Commission; and (3) terminate any contract arising out of this solicitation if, in the opinion of Massport, any such relationship would constitute or have the potential to create a real or perceived conflict of interest that cannot be resolved to the satisfaction of Massport.

In addition, representatives and/or employees of the successful Proposer may be required to certify from time to time, in a form approved by Massport, that in connection with work under any contract arising from this RFP, that they are in full compliance with the provisions of Chapter 268A of Massachusetts General Laws and any other applicable conflict of interest laws. The Proposer agrees to disclose in writing any facts Massport may seek in order to resolve questions about potential conflicts of interest occurring during the period of solicitation of performance hereunder and, upon request of Massport, describe on-going relationships between any party to the Proposer's team and suppliers and manufacturers of equipment which may be deployed in the work of this project.

2.4.3 Proprietary Information, Non-Disclosure

Massport will seek to hold all RFP's and subsequent submissions in confidence, to the extent consistent with applicable law, until a final decision has been made or the selection process is terminated. Respondents are advised, however, that pursuant to M.G.L.c.66, all materials received by Massport which fall within the definition of "public record" as set forth in M.G.L.C.C 4§7, cl. (26), shall be disclosed by Massport upon request.

Any information given to Massport in any Proponent's RFP or any correspondence, discussion, meeting, or other communications between the Proponent and Massport before, with, or after the submission of

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the Proponent's RFP, either orally or in writing, will not be, or deemed to have been, proprietary or confidential, although Massport will use reasonable efforts not to disclose such information to persons who are not employees of or consultants retained by Massport except as may be required by state and federal law. Use or disclosure of such information by Massport may be made without obligation or compensation and without liability of Massport of any kind whatsoever. The foregoing applies to any information, whether or not given at the invitation of Massport. Any statement which is inconsistent with the foregoing provisions of the paragraph whether made as part of, or in connection with, any information received from the Proponent or otherwise made at any time in any fashion, and whether made orally or in writing, shall be deemed null and void and of no force or effect. Massport's receipt or discussion of any information submitted in response to the RFP, including information submitted during discussions after said submittal (including ideas, drawings or other materials communicated or exhibited) does not, and will not impose any obligations whatsoever on Massport, or entitle Proponents to any compensation. The Authority reserves the right to use any or all ideas or concepts presented in any proposal submitted in response to the RFP, whether accepted or not. Selection or rejection of the proposal shall not affect this right.

No news releases pertaining to any aspect of this project shall be made without Massport’s written approval.

2.4.4 Representations Made by Proposer

By submitting a proposal, a Proposer represents that:

Proposer has read and understands this RFP and Proposer's response is made in agreement and compliance with the RFP.

Except as expressly stated by Proposer, all terms and conditions set forth herein are accepted and incorporated in the proposal.

Proposer possesses the capabilities, equipment, personnel and financial wherewithal to provide efficient and successful assistance.

If selected, the RFP response may be incorporated into the final contractual agreement.

2.4.5 Insurance

Vendor shall carry professional liability insurance coverage for errors, omissions and negligent acts in an amount of not less than $1,000,000. Such insurance shall extend to vendor and to its legal representatives in the event of death, dissolution or bankruptcy, and shall cover the errors, omissions or negligent acts of vendor's agents and employees. Such insurance shall extend to any act, error or omission in the performance of services under the subject contract committed by vendor or alleged to have been committed by vendor or any person for whom vendor is responsible. Vendor shall also carry insurance covering property damage, bodily injury, and personal and advertising injury arising out of the loss of electronic data in an amount of not less than $1,000,000. Such insurance may be endorsed onto a general liability policy or issued as a separate policy. Vendor shall also carry insurance furnishing benefits in accordance with Mass. G.L. c. 152, including employer’s liability with a minimum limit of $1,000,000, or such other worker's compensation requirements as may pertain. Vendor shall also carry general liability/automobile liability insurance coverage in an amount of not less than $1,000,000. Vendor’s insurance coverage shall also cover restoration of plans, drawings, field notes or other documents in the event of loss or destruction in the custody of vendor. All subcontractors are subject to the same insurance requirements. Massport shall be named as Additional Insured on all liability policies and Certificates of Insurance shall be provided to substantiate

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coverage. Insurance policy effective dates shall overlap with the contract period.

2.4.6 Audit Requirements

The Contractor shall keep accounts, books and records pertaining to services performed and reimbursable expenses incurred in a true and accurate manner and on the basis of generally accepted accounting principles and in accordance with such reasonable requirements to facilitate review as the Authority may require. Upon seventy-two hours (72) hours’ advance notice, the Authority or a representative on behalf of the Authority shall have the right to inspect, review or audit, during normal business hours, in conformity with generally accepted auditing standards, the accounts, books, records and activities of the Contractor necessary to determine compliance by the Contractor with the provisions and requirements of this Agreement. The Contractor shall keep such accounts, books and records as required to be maintained by this Agreement at a location within the metropolitan Boston area or, if the Contractor maintains such accounts, books and records in another location outside the metropolitan Boston area, the Contractor shall make such accounts, books and records available at the Contractor’s Boston office or at a site acceptable to the Authority upon reasonable notice from the Authority. The Authority shall have the right to photocopy or otherwise duplicate at the Contractor’s expense those accounts, books and records as the Authority determines to be necessary or convenient in connection with its review or audit thereof. If the Contractor’s accounts, books or records have been generated from computerized data, the Contractor shall provide the Authority or its representative with extracts of the data files in a computer readable format on suitable computer data exchange formats acceptable to the Authority. The Contractor shall retain and keep available to the Authority all books and records relating to this Agreement for a period of not less than seven (7) years following the expiration of the Term of this Agreement or, in the event of litigation or claims arising out of or relating to this Agreement, until such

litigation or claims are finally adjudicated and all appeal periods have expired.

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APPENDIX A: PROPOSER INFORMATION FORM

All fields must be completed Legal Name of Proposer: ______________________________________ Type of Entity: _____________________________________________ Address: _____________________________________________ _____________________________________________ _____________________________________________ Primary Contact: Name _____________________________________________ Title _____________________________________________ Phone ______________________ Fax: ________________ Email ______________________ Principal businesses in which proposer is engaged: ____________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ Proposer's Mission Statement (please attach) Number of years in business ______________________________________________ Name and Address of Affiliated Companies (if any): ____________________________ __________________________________________________________________________________________________________________________________________________________________________________________________________________ Name and Address of Parent Company (ies) (if any): ______________________________________________________________________ _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Company Information

Federal Tax Identification Number: _______________________________________________________ Mass. Tax Identification Number: ________________________________________________________ State/Year of Incorporation or Business Formation: __________________________________________

Type of Entity Corporation Corporate Name: _____________________________________________________________________ Corporate Address: ___________________________________________________________________ ___________________________________________________________________________________ Partnership Partnership Name: ___________________________________________________________________ Name(s) of General Partner(s): __________________________________________________________ State/Year of Partnership Formation: _____________________________________________________

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Sole Proprietorship Name: _____________________________________________________________________________ Business Address: ___________________________________________________________________ State/Year of Formation of Business: _____________________________________________________ Trust Trust Name: ________________________________________________________________________ Trust Address: _______________________________________________________________________ Trustees (list name and address--use separate sheet if necessary): ___________________________________________________________________________________ ___________________________________________________________________________________ ___________________________________________________________________________________ Place of filing Declaration of Trust: _______________________________________________________ D/B/A (use separate sheet for additional listings): Name: ______________________________________________________________________________ D/B/A as: ___________________________________________________________________________ Company Address: ___________________________________________________________________ Nature of Business: ___________________________________________________________________ Number of Employees: ________________________________________________________________ City or Town Where Registered as D/B/A __________________________________________________ President/General Partner/Owner: Name: _____________________________________ Title: ________________________________ Business Address: ___________________________________________________________________ Telephone: (_____) ________________________ Email: _____________________________________ Treasurer/General Partner/Owner Name: _____________________________________________________________________________ Business Address: ___________________________________________________________________ Telephone: (_____) ________________________ Email: ____________________________________ Attorney/Clerk/General Partner/Owner: Name: _____________________________________________________________________________ Business Address: ___________________________________________________________________ Telephone: (_____) ________________________ Email: ____________________________________ Person/Resident Agent Authorized to Receive Legal Process/Notice Name: _____________________________________________________________________________ Title: _______________________________________________________________________________ Telephone: (_____) ________________________ Email: ____________________________________ Business Address:_______________________________________________________

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APPENDIX B-1 NON-DISCRIMINATION POLICY

Non-Discrimination, Compliance with Civil Rights Laws and Business Diversity

Proposer shall not discriminate against any person, employee or applicant for employment because of that

person’s membership in any legally protected class, including but not limited to their race, color, gender,

religion, creed, national origin, ancestry, age being greater than forty years, sexual orientation, disability,

genetic information, or veteran status. Proposer shall not discriminate against any person, employee, or

applicant for employment who is a member of, or applies to perform service in, or has an obligation to

perform service in, a uniformed military service of the United States, including the National Guard, on the

basis of that membership, application, or obligation.

Business Diversity

Massport highly values the perspectives and varied experiences found within a diverse workforce.

Massport recognizes that a mutually beneficial relationship with a diverse base of quality, cost-effective

businesses enhances our business and our competitiveness. Utilizing qualified minority and women-

owned business enterprises (“MBE/WBE’s”) is a critical part of our diversity program. Massport

encourages MBE/WBE’s to pursue business opportunities with us directly and encourages vendors, and

tenants to promote diversity in all of their business activities.

Although, the Authority has not established a specific goal for this contract, participation by MBE/WBE’s

minority is encouraged and the successful respondent may be required to provide information related to

participation by MBE/WBE’s, if any, during the term of the Agreement.

The Authority is committed to diverse participation in the Authority’s business activities. The Authority

encourages the utilization of qualified minority and women-owned business enterprises (“MBEs/WBEs”).

The terms Minority-Owned Business Enterprise and Women-Owned Business Enterprise refer to

businesses that meet the certification criteria of, and are certified by, the Massachusetts Department of

Economic Development/Supplier Diversity Office (SDO), as set forth in 425 CMR section 2.2 et. seq. or

that meet the certification criteria of, and are certified by, the Greater New England Minority Supplier

Development Council (“GNEMSDC”).

Impacted Community Business Participation

The Authority encourages and supports economic opportunities for residents and businesses located

within those communities most directly impacted by the operation of the Authority’s facilities. Those

communities are South Boston, East Boston, Chelsea, Revere, Winthrop and Charlestown. The term

“Impacted Community Business Enterprise” (ICBE) is defined as an enterprise, which has a principal

place of business in one of the impacted communities. The Authority encourages Proposers to use ICBEs

in the award of subcontractors and in the procurement of materials, equipment, and services and to

provide the Authority with the information regarding their voluntary efforts to contract and to use ICBEs.

Upon request by the Authority, the successful Proposer must provide information related to ICBE

expenditures.

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APPENDIX B-2: WORKFORCE COMPOSITION FORMS

The forms in this appendix must be completed upon Massport’s request. (see sections 2.2.5 Proposer’s Background).

ATTACHMENT A

Workforce Composition Form

Completing this form is optional, but Proposer is strongly encouraged to complete it.

Proposer’s Name: __________________________________________

TOTAL COMPANY WORKFORCE

Employment

Categories

Total

Employment

Total

Males

Minority

Males

Total

Females

Minority

Females

Residents of

Impacted

Communities* Professionals,

Managers &

Clerical, Office

Workers (Non-

Exempt Employees)

Total Workers

*Impacted Communities: East Boston, South Boston, Charlestown, Revere, Winthrop

Names of females and minority group members who will be working on the Premises

_____________________________________________________________________________________

_______________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

_____________________________________________________________________________

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APPENDIX C: REFERENCE INFORMATION FORM

This form must be completed and included when submitting the proposal. The Proposer shall describe at least three (3) separate engagements performed by its firm that have concluded in the past five (5) years or are in process as of this date. For each engagement, the Proposer is expected to provide the names of at least three client references. Proposer's Name: ______________________________________ Ref. #: ____ Company Name: ____________________________________________________ Company Address: ____________________________________________________ ____________________________________________________ ____________________________________________________ Industry / Business: ____________________________________________________ Project/Website URL: ____________________________________________________ 1

st Contact Name,

Title & Phone: ____________________________________________________ 2

nd Contact Name,

Title & Phone: ____________________________________________________ 3

rd Contact Name,

Title & Phone: ____________________________________________________ Date Project Date Project Commenced: _________________ Completed: ________________ Brief Description of Project: _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ Relevance of Project (note how this project is similar to Massport's situation and what experience gained from this project is applicable to Massport): _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________

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APPENDIX D: FINANCIAL QUALIFICATIONS

The Proposer is required to provide a copy of the Proposer’s most recent audited financial report, or provide the Authority with sufficient information as it, the Authority, deems necessary to assess the company’s financial status and the ability of the Proposer to perform the work required. Information regarding the Proposers financial status and a copy of the Proposer’s most recent audited financial report shall be included as Appendix E of the proposal.

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APPENDIX E: PRICE PROPOSAL FORM

The Proposer shall provide a fixed, not-to-exceed, price for the requirements and deliverables identified in Section 1.0 Project Scope of Services and for any additional “other” deliverables the Proposer deems necessary as identified in Section 2.2.4 Approach. The Proposer shall provide this information using the format identified in this Appendix E – Price Proposal Forms. Please note that Massport is a tax exempt organization. Pricing Proposal Form

Item Setup/Install

Avaya Aura System Manager [VMware]

Avaya Aura Session Manager (2) [VMware]

Avaya Aura Session Border Controller Enterprise (3)

[Physical Servers]

Avaya Aura Application Enablement Services [VMware]

Avaya Aura Utility Services [VMware]

Additional block of 100 hours

Other

COMPANY NAME, ADDRESS & TEL:

___________________________________

___________________________________

___________________________________

___________________________________ ____________________________ Authorized Signature

____________________________

Printed Name

___________________________

Title

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APPENDIX F:

SAMPLE SERVICE AGREEMENT

As of _____________

[Name of Contractor] [Address of Contract] [City/State/Zip Code] Attn: _________________________ Re: Service Agreement # ________________ [Description of Project] [Location of Project] Dear _____________________: The Massachusetts Port Authority (hereinafter referred to as the “Authority” or “Massport”) hereby agrees with ___________________ (hereinafter referred to as the “Contractor”) respecting the terms of its engagement by the Authority as further described below. ARTICLE 1 - SCOPE OF SERVICES The Contractor shall provide _________________ at ______________, as detailed in the

Contractor’s response to ____________ dated ___________, which is attached hereto as Exhibit

A and incorporated herein. ARTICLE 2 - COMPENSATION 1. For the Contractor’s proper completion of the above services, the Contractor shall be paid in

accordance with Exhibit A.

2. Compensation for said services under this Agreement shall not exceed _____________ ($______).

3. Contractor shall submit invoices for services rendered to the Massachusetts Port Authority,

One Harborside Drive, Suite 200S, East Boston, MA 02128-2909, Attention: __________, ___________. Contractor's invoices shall be in such detail as the Authority may reasonably require to show the identification of the personnel performing services, their classifications, applicable rates and costs, and the detailed nature and extent of services performed. Payment shall be made within thirty (30) days after receipt of satisfactory invoices. All invoices pertaining to the services and terms listed under this Agreement are to reference Service Agreement #________/PO #__________.

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4. The Contractor shall keep accounts, books and records pertaining to services

performed and reimbursable expenses incurred in a true and accurate manner and on

the basis of generally accepted accounting principles and in accordance with such

reasonable requirements to facilitate review as the Authority may require. Upon

seventy-two hours (72) hours’ advance notice, the Authority or a representative on

behalf of the Authority shall have the right to inspect, review or audit, during normal

business hours, in conformity with generally accepted auditing standards, the

accounts, books, records and activities of the Contractor necessary to determine

compliance by the Contractor with the provisions and requirements of this

Agreement. The Contractor shall keep such accounts, books and records as required

to be maintained by this Agreement at a location within the metropolitan Boston area

or, if the Contractor maintains such accounts, books and records in another location

outside the metropolitan Boston area, the Contractor shall make such accounts, books

and records available at the Contractor’s Boston office or at a site acceptable to the

Authority upon reasonable notice from the Authority. The Authority shall have the

right to photocopy or otherwise duplicate at the Contractor’s expense those accounts,

books and records as the Authority determines to be necessary or convenient in

connection with its review or audit thereof. If the Contractor’s accounts, books or

records have been generated from computerized data, the Contractor shall provide the

Authority or its representative with extracts of the data files in a computer readable

format on suitable computer data exchange formats acceptable to the Authority. The

Contractor shall retain and keep available to the Authority all books and records

relating to this Agreement for a period of not less than seven (7) years following the

expiration of the Term of this Agreement or, in the event of litigation or claims

arising out of or relating to this Agreement, until such litigation or claims are finally

adjudicated and all appeal periods have expired. ARTICLE 3 - TERM

This Agreement shall commence on _____________, and shall terminate _____________, provided that the Authority may extend this Agreement for ___ (_) additional one (1) year period(s) by notifying the Contractor no later than thirty (30) days prior to the end of the then current term, and provided further that if the Authority elects to extend, the rates for each additional year shall be referenced in Article 2 above. However, the Authority may, by written notice, terminate this Agreement if the Contractor shall fail to perform the services in a timely and workmanlike fashion. In addition, the Authority may terminate this Agreement without cause by directing written notice of termination to the Contractor not less than seventy-two (72) hours prior to the effective date of such termination.

ARTICLE 4 - INSURANCE AND INDEMNITY

1. Contractor, at its sole cost and expense, shall maintain and keep in effect during the

Term, the following insurance: (i) workers’ compensation insurance, as required by

law; (ii) employer’s liability insurance in an amount of not less than One Million

Dollars ($1,000,000.00); and (iii) commercial general liability insurance (including

automobile liability insurance) for bodily and personal injury and property damage

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in the combined single limit of One Million Dollars ($1,000,000.00). On all policies

of liability insurance required under section (iii) hereof, Massport shall be named as

an additional insured. Contractor's insurance shall be primary, over and above any

other insurance held by Massport. Contractor shall furnish Certificates of Insurance

evidencing the insurance coverages required hereunder within ten (10) days of the

execution date of this Agreement. Each policy of insurance required herein shall (a)

be in a form reasonably acceptable to Massport and with a company that is

authorized to do business in the Commonwealth of Massachusetts having a Best

rating of B+ or better; (b) provide that it shall not be materially altered or cancelled

by the insurer during the policy's term without first giving at least thirty (30) days

prior written notice to Massport; (c) provide that any act or omission of Contractor

or Massport shall not prejudice the rights of Massport as a party insured under said

policy; and (d) be subject to a deductible in an amount reasonably acceptable to

Massport, which amount shall be stated on the policy or certificate of insurance.

In the defense of any claim, demand, expense or liability which is to be covered

under insurance policies obtained by Contractor as described in this Agreement

(even if such claim, demand, expense or liability is groundless, false or fraudulent),

Contractor agrees on its own behalf that it shall not, and Contractor shall cause its

insurers to agree that they shall not, without obtaining express advance written

permission from Massport's Chief Legal Counsel, waive any defense involving in

any way the jurisdiction of the tribunal over the person of Massport, the immunity

of Massport, its members, officers and employees, the governmental nature of

Massport or the provisions of any statutes respecting suits against Massport.

2. Contractor, at its sole cost and expense, shall defend, indemnify and hold harmless

Massport, and its members, officers and employees from and against any and all

liabilities, claims, demands, causes of action, losses, damages, actions, including

actions for personal injury or wrongful death, actions for property damage, and any

other types of claims asserted by third persons alleging a violation of law or for any

other cause, costs, fines, fees and expenses of any kind or nature whatsoever,

including attorneys' fees and costs of investigation and litigation, arising from or

related to Contractor’s performance under this Agreement or the acts or operations

of Contractor, its agents, employees, contractors or sub-contractors; provided,

however, that this obligation to defend, indemnify and hold harmless shall not apply

to claims which Contractor demonstrates were caused solely by the gross negligence

or willful misconduct of Massport. The foregoing express obligation of

indemnification shall not be construed to negate or abridge any other obligation of

indemnification running to Massport which would exist at common law, and the

extent of this obligation of indemnification shall not be limited by any provision of

insurance undertaken by Contractor. In case any action or proceeding is brought

against Massport by reason of any such claim, Contractor, upon notice from

Massport, shall resist or defend such action or proceeding with counsel reasonably

acceptable to Massport. Massport shall give Contractor reasonable written notice of

any claims threatened or made or suit instituted against it which could result in a

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claim of indemnification hereunder. This paragraph shall survive any termination or

expiration of this Agreement.

ARTICLE 5 - SALES TAX EXEMPTION

The exemption number assigned to the Authority as an exempt purchaser is

E046-006-429, and the Contractor shall use this number, if applicable.

ARTICLE 6 - MISCELLANEOUS TERMS & CONDITIONS

1. The performance of services required under this Agreement shall be coordinated by

Contractor with the _________________, ________________, at, __________or

his/her designee.

2. Contractor shall maintain in confidence all Authority business information which

becomes available to it in connection with its services under this Agreement.

3. The Authority may, at any time by written order to Contractor, make changes in the

service tasks within the general scope of this Agreement.

4. Contractor shall furnish all new materials and equipment necessary to perform the

work required hereunder unless otherwise specified, and all work shall be of good

quality, free from faults and defects. Contractor agrees that the services provided

hereunder shall conform to the high standards of professional care and practice

exercised by contractors engaged in performing comparable services in the Greater

Boston area; that the personnel furnishing said services shall be qualified and

competent to perform adequately and completely the services assigned to them; and

that the recommendations, guidance and performance of such personnel shall reflect

such standards of professional care and practice.

5. Contractor is engaged under this Agreement as an independent contractor and not as

an agent or employee of the Authority.

6. During the term of this Agreement, Contractor shall not employ, on either a

full-time or a part-time basis, any person, so long as such person shall be employed

by the Authority.

7. Contractor shall abide by and conform with the non-discrimination terms and other

provisions in Exhibit B, which is attached hereto and incorporated herein.

8. To the extent applicable and required under M.G.L. c. 149, §§ 26-27H, the

Contractor shall comply with the prevailing wage requirements under M.G.L. c.

149, §26-27H, as determined by the Massachusetts Executive Office of Labor and

Workforce Development, Department of Labor Standards.

9. Contractor shall furnish labor that can work in harmony with all other elements of

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labor employed or to be employed on this work.

10. No member, officer or employee of the Authority shall be charged personally or

held contractually liable by or to Contractor under any term or provisions of this

Agreement, or because of any breach thereof or because of its execution or

attempted execution.

11. This Agreement, any duties hereunder or interest herein may not be assigned or

delegated by Contractor without the prior express written consent of the Authority.

12. This Agreement shall be governed and construed under the laws of the

Commonwealth of Massachusetts without regard to its principles regarding

conflicts of laws. Any dispute arising between the parties under this Agreement

may be decided by any court of competent jurisdiction in the Commonwealth of

Massachusetts.

13. The parties, by execution of this Agreement, voluntarily and intentionally waive all

rights to trial by jury as to all claims, disputes, or controversies arising out of, or

relating to, this Agreement or the performance or breach thereof. Massport has

acted in reliance on this express condition in executing this Agreement.

14. In the performance of its duties under this Agreement, Contractor shall obtain all

necessary permits and abide with all applicable laws, rules and regulations.

15. This Agreement and the Exhibits attached to it set forth the entire understanding

between the parties as to the subject matter hereof and supersede all prior or

collateral agreements and representations. To the extent that there is any conflict

between the Agreement and any provisions contained in any Exhibit, the

Agreement shall prevail. This Agreement may not be amended or modified, except

by a writing signed by both parties.

16. Contractor shall complete the Certificate of Compliance with Laws form designated

as Exhibit C, which is attached hereto and incorporated herein.

17. The persons executing this Agreement on behalf of Massport and Contractor,

respectively, each represents and certifies that he/she has authority and power to

sign on behalf of such party to the Agreement and to bind such party to the

obligations contained herein. If the foregoing is satisfactory, please sign and return all three (3) copies of this Agreement to the Massachusetts Port Authority, One Harborside Drive, Suite 200S, East Boston, Massachusetts 02128-2909, Attention: Susan M. Magoon, Legal Administrator/Paralegal. A fully-executed copy shall be returned for your file.

Very truly yours,

MASSACHUSETTS PORT AUTHORITY

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Michael A. Grieco Assistant Secretary-Treasurer Read and Agreed: [Vendor Name] BY: TITLE: DATE:

Page 32 of 37

EXHIBIT A

Page 33 of 37

EXHIBIT B

In accordance with policies adopted by the Massachusetts Port Authority

(“Massport”), Contractor further agrees with respect to its exercise of all uses, rights,

privileges and obligations granted or required herein as follows:

1. Contractor shall not discriminate against any person, employee, or applicant

for employment because of that person’s membership in any legally protected class,

including but not limited to their race, color, gender, religion, creed, national origin,

ancestry, age being greater than forty years, sexual orientation, gender expression and

identity, handicap, genetic information, or veteran status. Contractor shall not

discriminate against any person, employee, or applicant for employment who is a

member of, or applies to perform service in, or has an obligation to perform service in, a

uniformed military service of the United States, including the National Guard, on the

basis of that membership, application, or obligation. Contractor shall undertake

affirmative action measures designed to guarantee and effectuate equal employment

opportunity for all persons.

2. Contractor will provide all information and reports pertinent to Massport's

Equal Employment, Anti-Discrimination and Affirmative Action requirements requested

by the Authority and will permit access to its facilities and any books, records, accounts

or other sources of information which may be determined by Massport to affect the

Contractor's obligations herein.

3. Contractor shall comply with all federal and state laws and Massport

regulations pertaining to Civil Rights, Discrimination, and Equal Opportunity, including

executive orders and rules and regulations of appropriate federal and state agencies unless

otherwise exempt therein.

4. Contractor's non-compliance with the provisions of this Exhibit shall

constitute a material breach of this Agreement, for which Massport may, in its discretion,

upon failure to cure said breach within thirty (30) days of written notice thereof,

terminate this Agreement upon ten (10) days written notice.

5. Contractor shall indemnify and hold harmless Massport from any claims and

demands of third persons resulting from Contractor's non-compliance with any of the

provisions of this Exhibit and, in case of termination or cancellation of this Agreement

pursuant to Paragraph 4 of this Exhibit, the Contractor shall also indemnify Massport

during the remainder of the original term against any loss or damage suffered by reason

of such termination or cancellation.

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EXHIBIT C

CERTIFICATE OF COMPLIANCE WITH LAWS

Massachusetts Employment Security Law Pursuant to G.L. Ch. 151A, §19A(b), the undersigned hereby certifies* under the penalties of

perjury that Contractor, with Division of Unemployment Assistance (D.U.A.) ID Number

___________________, has complied with all laws of the Commonwealth relating to

unemployment compensation contributions and payments in lieu of contributions. *Compliance may be certified if Contractor has entered into and is complying with a repayment

agreement satisfactory to the Commissioner, or if there is a pending adjudicatory proceeding or

court action contesting the amount due pursuant to G.L. Ch. 151A, §19A(c). or check the following: _______ The undersigned certifies that the Massachusetts Employment Security Law does not

apply to it because Contractor does not have any individuals performing services for it within the

Commonwealth to the extent that it would be required to make any contributions or payments to

the Commonwealth.

Massachusetts Child Care Law

Pursuant to Chapter 521 of the Massachusetts Acts of 1990, as amended by Chapter 329 of the

Massachusetts Acts of 1991, the undersigned hereby certifies that Contractor (check applicable

item):

1. _____ employs fewer than fifty (50) full-time employees; or

2. _____ offers either a dependent care assistance program or a cafeteria plan whose benefits

include a dependent care assistance program; or

3. _____ offers child care tuition assistance, or on-site or near-site subsidized child care

placements.

Revenue Enforcement and Protection Program

Pursuant to G.L.c. 62C, §49A, the undersigned hereby certifies under the penalties of perjury that

Contractor's Federal Identification No. is (for corporations only) ________________, and that to

the best of his/her knowledge and belief Contractor has complied with all laws of the

Commonwealth relating to taxes, the reporting of employees and contractors, and withholding

and remitting of child support.

In order to comply with all laws of the Commonwealth relating to taxes, the undersigned certifies

that Contractor (check applicable item):

1. _____ has filed all tax returns and paid all taxes required by law; or

2. _____ has filed a pending application for abatement of such tax; or

3. _____ has a pending petition before the appellate tax board contesting such tax; or

4. _____ does not derive taxable income from Massachusetts Sources such that it is subject to

taxation by the Commonwealth.

Page 35 of 37

EXHIBIT C (Cont.)

Certification Regarding Companies Doing Business with or in Northern Ireland

Pursuant to G.L. c. 7, § 22C, the undersigned hereby certifies under the pains and penalties of

perjury that 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, and that Contractor (check applicable

item):

1. _______ does not employ ten or more employees in an office or other facility located in

Northern Ireland; or

2. _______ employs ten or more employees in an office or other facility located in Northern

Ireland, but such office or other facility in Northern Ireland (a) does not discriminate in

employment, compensation or the terms, conditions and privileges of employment on account of

religious or political belief; and (b) promotes religious tolerance within the workplace, and the

eradication of any manifestation of religious and other illegal discrimination.

Signed this ____ day of ____________, 20__.

[Vendor Name]

Authorized Signature:________________________

Title:______________________________________

Page 36 of 37

APPENDIX G: CERTIFICATE OF COMPLAINCE WITH LAWS

CERTIFICATE OF COMPLIANCE WITH LAWS

Massachusetts Employment Security Law

Pursuant to G.L. c. 151A, §19A(b), the undersigned hereby certifies* under the penalties

of perjury that the Contractor, with Division of Unemployment Assistance (D.U.A.) ID

Number ___________________, has complied with all laws of the Commonwealth

relating to unemployment compensation contributions and payments in lieu of

contributions.

*Compliance may be certified if the Contractor has entered into and is complying

with a repayment agreement satisfactory to the Commissioner, or if there is a

pending adjudicatory proceeding or court action contesting the amount due

pursuant to G.L. c. 151A, §19A(C).

or check the following:

_______ The undersigned certifies that the Massachusetts Employment Security Law

does not apply to it because the Contractor does not have any individuals performing

services for it within the Commonwealth to the extent that it would be required to make

any contributions or payments to the Commonwealth.

Massachusetts Child Care Law

Pursuant to Chapter 521 of the Massachusetts Acts of 1990, as amended by Chapter 329

of the Massachusetts Acts of 1991, the undersigned hereby certifies that the Contractor

(check applicable item):

1. _____ employs fewer than fifty (50) full-time employees; or

2. _____ offers either a dependent care assistance program or a cafeteria plan whose

benefits include a dependent care assistance program; or

3. _____ offers child care tuition assistance, or on-site or near-site subsidized child

care placements.

Revenue Enforcement and Protection Program

Pursuant to G.L. c. 62C, §49A, the undersigned hereby certifies under the penalties of

perjury that the Contractor's Federal Identification No. is (for corporations only)

________________, and that to the best of his/her knowledge and belief, the Contractor

has complied with all laws of the Commonwealth relating to taxes, the reporting of

employees and contractors, and withholding and remitting of child support.

Page 37 of 37

In order to comply with all laws of the Commonwealth relating to taxes, the undersigned

certifies that the Contractor (check applicable item):

1. _____ has filed all tax returns and paid all taxes required by law; or

2. _____ has filed a pending application for abatement of such tax; or

3. _____ has a pending petition before the appellate tax board contesting such tax; or

4. _____ does not derive taxable income from Massachusetts Sources such that it is

subject to taxation by the Commonwealth.

Certification Regarding Companies Doing Business with or in Northern Ireland

Pursuant to G.L. c. 7, § 22C, the undersigned hereby certifies under the pains and

penalties of perjury that 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, and that the

Contractor (check applicable item):

1. _____ does not employ ten or more employees in an office or other facility located

in Northern Ireland; or

2. _____ employs ten or more employees in an office or other facility located in

Northern Ireland, but such office or other facility in Northern Ireland (a) does

not discriminate in employment, compensation, or the terms, conditions and

privileges of employment on account of religious or political belief; and (b)

promotes religious tolerance within the work place, and the eradication of

any manifestations of religious and other illegal discrimination.

Signed this ____ day of ____________, 20__.

Business Name: ____________________________

Authorized Signature: ________________________

Print Name: _______________________________

Title: ____________________________________