Commonwealth of Massachusetts 

Executive Office of Energy & Environmental Affairs

Department of Environmental Protection

and

Executive Office of transportation

Registry of Motor Vehicles

Scope of Services

For a Contractor for the 

Enhanced Emissions & Safety Test Program

Article I.	Contract Documents 

Article	II.	Period of Performance

Article	III.	General Performance Obligations

Article IV.	Additional Performance Requirements

Article V.		Approvals 

Article VI.		Collection of Fees & Payment to Contractor 

Article VII.		Liquidated Damages 

Article VIII.	Force Majeure 

Article	IX.	Ownership & Use of Data 

Article X.	Ownership & Use of Software 

Article XI.	Maintenance of Hardware and Software 

Article XII.	Hardware Ownership & Location 

Article XIII.	Acquisition of Electronic Technical Systems

Article XIV.	 Subcontracting by Contractor 

Article XV.	Changes 

Article XVI.	Termination 

Article XVII.	Warranties

Article XVIII.	Insurance

Article XIX.	Surety Bonds

Article XX.	 	Affirmative Action & Minority Business Enterprise
Requirements

Article XXI.	Disputes 

Article XXII.	Transition Provisions

Article XXIII.	Program Enhancements

Article XXIV.	Miscellaneous Provisions 

Article XXV.	Scope of Services Signatures

Exhibit A:  Specifications for Emissions Test Results Look-up Table on
the Website

Exhibit B:  Implementation Schedule

Exhibit C:  Required Plans, Procedures, Protocols, Reports,
Specifications, Test Results, and Materials to be Submitted

Exhibit D:  Fee Schedule

Exhibit E:  Contractor Software List and Sublicenses

Exhibit F:  Generic AT/IT Environment List

Exhibit G: Service Response Time and Effectiveness Standard

	This SCOPE OF SERVICES is made and entered into by and between THE
COMMONWEALTH OF MASSACHUSETTS, through its Department of Environmental
Protection (“Department”), having its principal place of business at
One Winter Street, Boston, MA 02108, and its Registry of Motor Vehicles
(“Registry”), having its principal place of business at Ten Park
Plaza, Boston, MA 02116; and Parsons Commercial Technology Group, Inc.
(“Contractor”), a corporation having its principal place of business
at 4701 Hedgemore Drive, Charlotte, NC 28209 (collectively hereinafter
referred to as the “Parties”).

	WHEREAS, pursuant to the Federal Clean Air Act Amendments of 1990, 42
U.S.C. § 4701 et seq., and regulations promulgated by the United States
Environmental Protection Agency ("EPA") thereunder, the Department and
the Registry have established an enhanced vehicle emissions inspection
and maintenance program ("I&M Program") for the Commonwealth of
Massachusetts; and

	WHEREAS, c. 240 of the 1997 Acts and Resolves of Massachusetts requires
the Commonwealth to establish a statewide network of motor vehicle
Inspection Stations in compliance with the Federal Clean Air Act
Amendments of 1990 and EPA regulations; and

	WHEREAS, the Department and the Registry (the “Agencies”) are
responsible for selecting and contracting through a competitive
procurement process with a private entity who shall contract with
stations within the Commonwealth and implement and otherwise administer
the I&M Program; and

	WHEREAS, on April 6, 2007, and as amended on June 7, 2007, June 15,
2007, and June 21, 2007, the Agencies issued a Request for Responses
("RFR") to establish and implement the I&M Program, and the Contractor
submitted a response on July 6, 2007 in accordance with the provisions
of the RFR; and

	WHEREAS, in accordance with the requirements of the RFR, the Agencies
have determined that the Contractor's Response is the most qualified,
responsive, and advantageous to the Commonwealth; and

	WHEREAS, the Agencies and the Contractor have completed negotiating the
Contract;

	NOW THEREFORE, the Agencies and the Contractor, for and in
consideration of mutual covenants and other good and valuable
consideration, do hereby agree to the terms of the COMMONWEALTH TERMS
AND CONDITIONS, the STANDARD CONTRACT FORM and this SCOPE OF SERVICES,
as follows.

ARTICLE I.

CONTRACT DOCUMENTS

A.	The following documents (collectively the “Contract”) represent
the entire and integrated agreement between the parties hereto and
supersede prior negotiations, representations, or agreements, either
written or oral:

1.	The Commonwealth Terms and Conditions ("Terms and Conditions");

2.	The Standard Contract Form;

3.	This Scope of Services, Articles I through XXV;

All Exhibits attached to this Scope of Services; and 

The RFR and the Contractor’s response thereto.

B.	The Contract documents are complementary and any requirement
contained in one document shall be as binding as if required by all.  In
the event of an inconsistency, the conflict shall be resolved by giving
precedence to the documents as indicated at paragraph 15 of the Terms
and Conditions.  

ARTICLE II.

PERIOD OF PERFORMANCE

A.	Time is of the essence for performance under the Contract by all
parties. 

B.	Notice to Proceed.  The Agencies shall issue a Notice to Proceed to
the Contractor forthwith after execution of the Contract by all parties.


	C.	Term.  This Contract shall expire at midnight on September 30, 2013.
 The Agencies may extend this initial Contract term for up to two
additional periods, each lasting up to two years, and may exercise their
right to extend the Contract by providing the Contractor with written
notice of their intent to extend the Contract for the extended period. 
The Contractor shall furnish the Agencies with updated cost information
as required by the Contract, thirty months prior to the end of initial
term.  The first extension of the Contract will be conditioned, in part,
upon the Parties reaching mutually acceptable Contract extension terms
including the Contractor Fee no later than twenty-four (24) months prior
to the end of the initial Contract term.  If the Contract is extended a
first time, the Contractor shall furnish the Agencies with updated cost
information for the second extension period as required by the Contract,
six months prior to the end of the initial Contract term.  The second
extension of the Contract shall be conditioned in part upon the Parties
reaching mutually acceptable contract extension terms, including the
Contractor fee, to be effective during the second extension period, no
later than sixty (60) days prior to the end of the initial Contract
term.   

ARTICLE III.

GENERAL PERFORMANCE OBLIGATIONS

A.	The Contractor shall take the actions in accordance with this Scope
of Services and the Plans attached hereto to meet the performance
standards, conditions, terms and responsibilities of the Contract and
Plans to manage the I&M Program.  

B.	The Contractor's responsibilities for the I&M Program are set forth
in the Contract.  The Scope of Services includes the following tasks
throughout the term of the Contract:

manage and implement the I&M Program, including developing and managing
the Inspection Station network; developing and implementing inspection
protocols; and acquiring, providing, and maintaining inspection station
Workstations, and data systems.  The Contractor will also train
Inspectors and repairers and provide communications to the public,
Inspectors, and repairers;

promote effective repairs by providing assistance to stations and
motorists for vehicles that fail the emissions test under the Program
and provide training for emissions-related repairs (the “Vehicle
Maintenance Initiative” and the “Motorist Assistance Network”); 

3.	conduct covert vehicle and visual audits of Inspection Stations
performing emissions and safety tests;

4.	train Inspectors to correctly and efficiently perform Inspections;

5.	collect and manage Network Fees; and

6.	any other purpose related to the development and implementation of
the I&M Program contained in the Contract.

C.	As a routine part of its management responsibilities, the Contractor
shall propose improvements that increase the effectiveness, efficiency,
and convenience of any aspect of the I&M Program throughout the term of
the Contract.  Implementation of such improvements shall be done in
consultation with the Agencies.

 	D.	Contract Plans.  The Plans identified in the Contract, when
approved by the Agencies in writing, are incorporated by reference into
the Contract.  The Contractor shall notify the Agencies in writing on a
monthly basis about its progress in developing and implementing the
Plans for which it is responsible by indicating which tasks it has
completed.  In addition, the Contractor shall review the Plans as needed
to recommend changes or improvements to such Plans.  No modifications to
the Contract shall be required upon approval of a Plan, provided that
the actions required pursuant to said approved Plan are within the scope
of the RFR and the Contract.

E.	Progress Updates.

1.	Upon receiving a notice to proceed, the Contractor shall discuss its
progress with the Agencies in person on a weekly basis, unless otherwise
agreed to by the Agencies, describing the Contractor's implementation of
the I&M Program in accordance with the Implementation Schedule, the
Affirmative Market Plan, and the other Plans developed and approved in
accordance with the Contract.  The Contractor shall notify the Agencies
in writing and orally of any actual or anticipated delays and how these
delays may affect compliance with the Implementation Schedule and the
start of mandatory Inspections and the Contractor’s recommended or
actual solution(s) to any delays or problems.  Beginning January 1,
2009, the Agencies may, on Notice to the Contractor, adjust the
frequency and format of the weekly meetings.  

2.	As promptly as practicable after notice to the Contractor, the
Contractor shall notify the Agencies of any accidents that occur during
the Inspection process and result in injuries to workers, customers, or
third parties or in damage to a motor vehicle or property.

		3.	As part of its network management responsibilities, the Contractor
shall deliver a Quarterly Performance Report to the Agencies not later
than thirty (30) days after the end each quarter (i.e., January 30th,
April 30th, July 30th, and October 30th).  The first part of the
Quarterly Performance Report shall assess the I&M Program’s ability to
identify safety and emissions failures, track failure rates, identify
failure trends by model year and contract year, shall identify the
number of vehicles that need more than one inspection to pass the
inspection, and identify the number of times needed to pass the
inspection.  If appropriate, the second part shall propose changes to
improve program effectiveness.  The Agencies and the Contractor shall
negotiate the Contractor’s implementation of these changes with the
Contractor pursuant to Article XV (Changes) and/or as a Contract
amendment.  The third part shall describe and document the Contractor's
efforts to comply with Article XX (Affirmative Action and Minority
Business Enterprise Requirements).

ARTICLE IV.

ADDITIONAL PERFORMANCE REQUIREMENTS

 	The Contractor shall meet the following minimum performance
requirements and perform the work in substantial conformance with the
RFR and the Contractor’s Response submitted on July 6, 2007, except
where the Scope of Services indicates otherwise.

	A.	Provision of Workstations

  On or before February 1, 2008, the Contractor shall submit information
to the Agencies documenting any impacts to the I&M Program if the
Agencies were to allow Inspection Stations to lease or purchase
emissions inspection equipment (Workstations) through sources other than
the Contractor, in order for the Agencies, in consultation with the
secretary of administration and finance, to make any necessary
determination under M.G.L. c. 111, §142M(b)¶1.  Should Workstations be
permitted from other vendors, then the per inspection fee paid to the
Contractor and the amount charged by the Contractor to the Inspection
Station for the Workstation expenses are subject to change by Contract
amendment. 

	B.	Requirements for Program Participation

The Contractor and the Agencies shall jointly establish clear and
objective standards that all businesses must meet to become and remain
an Inspection Station.

The Contractor shall require “qualifying stations” to execute a
standard Inspection Station agreement for connecting to the Database and
performing inspections.  A “qualifying station” shall be a station
licensed by the Registry and currently in good standing.  The Registry
will provide a list of such qualifying stations to the Contractor on or
before April 1, 2008.  

The Contractor, in conjunction with the Agencies, shall ensure that all
Inspection Stations meet and continue to meet all applicable standards
and conditions set forth by the Agencies.

	C.	Recruitment and Geographic Distribution of Inspection Stations

For any geographic area deemed underserved by the Agencies in
consultation with the Contractor, the Contractor shall develop a plan to
recruit Inspection Stations to participate in the Program.  The plan
shall be implemented at the discretion and direction of the Agencies.

This plan shall include an outreach program to inform prospective
Inspection Stations about how to: (1) participate in the Program; (2)
judge whether it makes good business sense to participate; and (3)
obtain a Workstation.  The plan shall include measures to reach all
segments of the market, including minority and women-owned businesses,
in the geographic areas of the Commonwealth identified by the Agencies
or the Contractor as underserved.  The plan shall be sufficient to
ensure that public Inspection Stations for all vehicle classes are
sufficiently numerous and dispersed, as determined by the Agencies, and
shall include recruiting provisions.

	D.	Emerging OBD Technologies

		1.	In accordance with Article XXIII. below, at the Agencies’
discretion and direction, the Agencies may make funds, in addition to
the Contractor’s per Inspection fee, available to the Contractor, for
the Contractor to investigate or otherwise implement new OBD
technologies in the later years (3-5) of the Contract.  The Agencies may
direct the Contractor to (1) investigate and evaluate implementation of
new OBD technologies; (2) implement a pilot program to demonstrate OBD
technologies; (3) provide additional services related to new OBD
technologies including implementation beyond a pilot program, subject to
a later price negotiation; or (4) use the funds for other emerging OBD
technology Program needs.

	E.	Workstations

The Contractor, in cooperation with the Agencies, shall: (1) develop a
complete set of safety and emissions Inspection protocols that include
the elements outlined in section 4.3 and Appendix D of the RFR; (2)
create a complete set of specifications for Workstations to perform
these protocols; and (3) ensure that the specifications also include all
other Workstation performance features or functions required by the RFR.

The Contractor shall develop a web-based Inspection application for
motorcycle Inspections so that software does not have to be installed on
the Motorcycle Inspection Station computer (except for a web browser
compatible with Internet Explorer Version 6.0).

The Contractor shall: (1) provide Workstations that meet the set of
specifications developed in cooperation with the Agencies, (2) install
the Workstations in each Inspection Station, and (3) maintain these
Workstations to ensure that they meet the performance standards
throughout the life of the contract.

The Contractor shall provide the Agencies complete documentation of all
specifications, standards, and procedures for the Workstations, and
provide training of up to 100 Agencies’ staff persons (with subsequent
training for new hires on a quarterly basis) on the operation of the
Workstation, including software features and operations.

Neither the Contractor nor the Agencies shall be responsible for those
costs associated with the Station preparation required for the
installation of the Workstation including, but not limited to, removal
of unapproved lifts and hoists from the Inspection bay, installation of
telephone lines, data lines, electrical service, and internet service. 
The Contractor shall provide each Station with a list of the
specifications and requirements for the Workstation sufficient for the
Station to perform all such preparatory work.  The Contractor may also
offer Stations the option of having the Contractor perform such work, at
the Stations’ expense.

The Agencies may develop a Workstation audit plan to identify
Workstations that fail to meet the Workstation performance standard, for
purposes of assessing liquidated damages (Article VII.).  The
Workstation audit plan may include a process through which the
Contractor may challenge the audit results, and by mutual consent this
plan would become a part of this Contract.

The Contractor shall provide a Diesel Opacity Test Equipment Plan to the
Agencies by March 1, 2008.  The Plan shall specify options and
recommendations, and their costs, for diesel opacity test equipment,
including the projected timing of delivery of the opacity test equipment
and the anticipated delay, if any, for completing associated test
software, the ATP process, and the delivery of test equipment to the
Stations, and commencement of diesel opacity testing beyond October 1,
2008.  The Agencies shall approve diesel opacity test equipment based on
the options provided in the Plan. 

	F.	Network Management

The Contractor shall exercise its authority to manage the network
through standard agreements with Inspection Stations and its control
over the Database.  As more fully detailed in the following Paragraphs,
the Contractor’s network management role includes minimizing improper
Inspections, Workstation quality control, proper Workstation operation,
and Inspection Station support.  Working closely with the Agencies, the
Contractor shall develop and implement an approved network management
plan as detailed in Section 5. of the RFR, this Paragraph, and
Paragraphs G.-M. below, to fulfill that role.  The sum total of the
plans required by these citied provisions constitute the network
management plan.  The network management plan shall be developed,
submitted to the Agencies, approved by the Agencies, and in place by
October 1, 2008.  

The Contractor shall be responsible for coordinating all network
management activities.  The Contractor shall collect data from its
network management activities and provide that data to the Agencies upon
request and in a mutually acceptable format.  The Contractor shall
provide training to the Agencies in the Contractor’s network
management techniques, on the items included in Paragraphs G.-M. below.

	G.	Minimizing Improper Inspections

The Contractor shall monitor for improper safety and emissions
Inspections and take corrective action under the direction and approval
of the Agencies to prevent or deter such problems. 

The Contractor’s network management plan shall specify the monitoring
strategies and corrective actions the Contractor will implement to
ensure that:  (1) Inspectors are following all Inspection procedures
correctly; and, (2) Inspection Stations are meeting other requirements
(e.g., public information and document security).

The Contractor’s monitoring of Inspections shall be sufficiently
comprehensive to guide corrective actions.  

The Contractor shall review its network management plan annually with
the Agencies and propose improvements to further reduce the number of
improper safety and emissions Inspections.

The Contractor shall provide monthly reports to the Agencies summarizing
the Contractor’s efforts to monitor and eliminate improper safety and
emissions Inspections and other breaches of the standard Inspection
Station agreements.  The Contractor shall provide the reports to the
Agencies through the Database.

	H.	Quality Control

	

	The Contractor shall:

Develop a quality control plan for all components of the Program which
shall ensure that Workstations are properly calibrated and maintained,
quality control data is accurately collected, and ensures consistent
adherence to safety and emissions test protocols, as well as detect and
report aberrations from standard procedures;

Implement the quality control plan as part of its network management
responsibility;

Automate quality control procedures whenever possible;

Review its quality control plan annually with the Agencies and propose
changes to further improve Program effectiveness; and

Provide all quality control data through the Database.

	I.	Quality Control for Test Procedures and Workstations. 

	

The Contractor shall implement quality control procedures and standards
for Workstations and the Network that are appropriate to the systems
installed in Inspection Stations.  The procedures shall address all
components of the Workstation.  The Contractor shall monitor the
performance of the Workstations relative to the Workstation performance
standards set forth in the RFR as modified by the Workstation
specifications approved by the Agencies.  

The Contractor shall implement quality control procedures, as described
in the Workstation specifications, for each of the safety and emissions
test protocols that addresses, at a minimum:

a check of the OBD system cable(s) and/or wireless connector systems for
continuity or successful communication at least daily, and following
each occurrence of a vehicle failing its OBD emissions test for failure
to communicate with the Workstation;

an accuracy check and, if necessary, a calibration of the diesel opacity
measurement system;

an accuracy check of the Bar Code reader and other scanners or readers;
and

a test sticker and VIR print check function that allows the Agencies to
perform a sticker and VIR print quality check.

3.	The Contractor shall monitor compliance with the quality control
procedures and criteria throughout the network.

4.	The Contractor shall perform monthly trends analysis on the test
procedure and Workstation quality control data it collects and report
the trends analysis to the Agencies quarterly.

	J.	Inspection Results Analysis

	As part of its network management responsibilities, the Contractor
shall:

perform trends analysis and exception analysis on Inspection data as
part of its program to identify improper emissions and safety
Inspections;

develop software that analyzes Inspection results for:  (1) patterns
that indicate improper Inspections; and, (2) substantial deviations by
Inspectors and Workstations from the network averages for parameters
such as pass rate;

set criteria for Inspection result patterns and deviations that will
trigger investigation and appropriate corrective action; and

provide the Agencies with access to this software, training to the
Agencies staff of up to 100 persons (with subsequent training for new
hires on a quarterly basis) in the operation of this software and
interpretation of its output.

	K.	Quality Control Reports

	The Contractor shall provide quality control reports through the
Database, on a schedule as set forth in Exhibit C., to the Agencies
summarizing the performance of its quality control program that:  (1)
analyzes unacceptable statistical deviations; (2) identifies patterns
that may predict future problems and (3) describes the steps that have
been or will be taken to remedy such problems.

	L.	Safety and Environmental Management

1.	The Contractor shall develop and implement a safety and environmental
management plan which will address the procedures necessary for the
clean and safe operation of Workstations that, at a minimum, addresses:

occupational safety measures associated with the use of Inspection
equipment;

corrective measures for any occupational safety problem that may result
from proper or improper use of the Workstations;

safe handling and storage of any peripheral equipment or supplies
associated with the Workstations; and

a strategy to encourage Inspection Stations to practice good
environmental management at their place of business.

2.  	The Contractor shall not be liable for the unsafe operation of the
Workstations or the failure of the Station Operators or Inspectors to
follow procedures and good industry practices.  

	M.	Inspection Station Support

The Contractor shall provide convenient means for Inspection Stations
and Inspectors to bring problems, questions, and suggestions to the
attention of the Contractor and have them resolved in a timely manner. 
Such Inspection Station support should cover, but not be limited to,
Workstation operation and repair, consumables, software, fee payments,
standard Inspection Station agreements, motorist relations, improper
Inspections, any problems regarding subcontractors providing services or
products to the Inspection Stations, and any equipment manufacturers.

The Contractor shall track the issues raised by Inspection Stations and
Inspectors and make the information available to the Agencies through
the Database.

The Contractor shall maintain a toll-free “Inspection Station
Hotline” service to provide a convenient means for Inspection Stations
and Inspectors to report questions, problems, and suggestions, and to
resolve issues in an efficient and timely manner.  The Inspection
Station Hotline shall:

be developed and become operational by July 1, 2008;

be available to receive and address calls during normal Inspection
Station business hours (Monday through Saturday 7am – 5pm), excluding
New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving,
and Christmas Day;

be capable of receiving information from Inspection Stations via
telephone, fax, and the web site; 

use comprehensive call management, problem-logging, and tracking
software to provide one-call service to minimize multiple referrals and
customer “hold” time, to ensure that routine calls get addressed
quickly and to allow staff to focus on more complicated questions.  The
telephone “tree” should be designed so that Inspectors and
Inspection Stations can leave messages, have their calls returned within
a specified timeframe, and ensure that the most complex questions and
problems are directed to a specific individual in the Contractor’s
office; and

be located within the 48 contiguous United States or the Province of
Ontario, Canada.

Calls to the Inspection Station Hotline for equipment service or other
equipment-related problems shall be tracked in the Database. 
Workstations shall be repaired or replaced within one business day
(including Saturdays if the Inspection Station is open on Saturdays)
pursuant to the Service Response Time Effectiveness Standard attached
hereto as Exhibit G.  The Contractor's Inspection Station problem
resolution activities shall, at a minimum, be designed to resolve nearly
all problems and questions related to the Program, so that the
Contractor usually refers to the Agencies only those Inspection Stations
with problems of the highest complexity or questions unrelated to the
Program.

The Contractor shall provide to the Agencies: (1) quarterly reports
describing questions received by the Inspection Station Hotline during
the quarter; and (2) monthly reports documenting the Contractor’s
response to requests for equipment service.  The Contractor shall also
use the Program newsletter described in Section 11 of the RFR, as well
as electronic communications equipment and software (including
Workstation messages and the internet web site noted in Section 11 of
the RFR) to disseminate safety and emissions related Program information
and to respond to questions and issues posed frequently by Inspectors
and Inspection Stations.

	N.	Inspection Database

The Contractor shall:

 

provide Database specifications for review and approval by the Agencies
that document clearly and concisely all of the features of the Database
using business rules, data dictionaries, and flow diagrams, where
applicable;

design, construct, maintain, and update the Database and any
communication links to the ALARS database to meet the responsibilities
identified in the Contract and as approved by the Agencies;

 

provide for review and approval by the Agencies Database acceptance
testing procedures and an implementation schedule that will demonstrate
to the Agencies’ satisfaction that the Database meets the
specifications approved by the Agencies;

 

conduct the acceptance testing using the procedures consistent with the
implementation schedule approved by the Agencies; and

 

make additions and changes to the specific categories of information
collected, analyses, features and reports stored and produced by the
Database at the Agencies’ request at any time during the Contract and
in a timeframe agreed upon by the Parties.

  

The Database specifications submitted by the Contractor shall, at
minimum, meet the RFR requirements, including, but not limited to:

  

reliability;

data categories; 

security and encryption (the Contractor, for purposes of ensuring the
security and integrity of the Database, shall hold these specifications
and not submit these specifications to the Agencies.  The Contractor
shall provide the Agencies the ability to review these specifications
upon request by the Agencies and within one (1) business day of the
Agencies request to review these specifications);

data transfer; 

data access and retention; 

reporting; 

migration; 

physical location, maintenance and ownership; and 

all other requirements or features specified in the RFR.  

3.	The Database shall transfer and report valid data in the format
required to ALARS within one (1) hour when ALARS is available during
prime time hours.  For purposes of this paragraph, prime time hours
shall be from 7:00 a.m. to 6:59 p.m. Monday through Saturday, except on
any legal holiday as elsewhere defined in this Contract. The Database
shall transfer and report valid data in the format required to ALARS
within six (6) hours when ALARS is available during non-prime time
hours.  For purposes of this paragraph, non-prime time hours shall be
from 7:00 p.m. to 6:59 a.m. Monday through Saturday and from 7:00 p.m.
on Saturday to 6:59 a.m. on Monday, except on any legal holiday as
elsewhere defined in this Contract.  If ALARS is unavailable for update
on any such day or part of a day, the Contractor shall begin
transmitting valid data in the format required within one (1) hour of
ALARS becoming available during prime time hours.  If ALARS is
unavailable for update on any such day or part of a day, the Contractor
shall begin transmitting valid data in the format required within six
(6) hours of ALARS becoming available during non-prime time hours and
within one (1) hour upon reaching prime time hours.  For purposes of
this provision, invalid Inspection data shall include, but not be
limited to the following:  (i) failure to transmit Inspection results in
the format acceptable to ALARS where such format is agreed upon by the
Registry and the Contractor; (ii) failure to provide accurate data about
the results of each Inspection as recorded by the Workstation,
including, but not limited to pass/fail results, Inspection Station
number, date of test, and sticker number issued; and (iii) failure to
match OBD pre-scanned Inspection results to vehicles in ALARS; provided,
however, that this provision shall not apply when the vehicle is
operated in accordance with the temporary registration authorization
provided in M.G.L. c.90, § 2.

4.	The Contractor shall prepare and submit, in a form satisfactory to
the Agencies, data for the annual and biennial Program reports required
by EPA as required by 40 CFR 51.366.

5.	The Database shall be equipped with sufficient communication
capabilities for receiving communications from Workstations so that no
more than 5% of all Workstation attempts to communicate with the
Database in any hour are unable to communicate with the Database, where
such communication is attempted by phone line or where such connection
is attempted through an internet connection at a Workstation with
confirmed internet access, except during allowable routine maintenance
in conjunction with ALARS maintenance schedule: Monday 12:01 AM – 1:30
AM and Tuesday through Sunday 3:00 AM – 5:15 AM, subject to change
with reasonable notice.

6.	The Database’s inability to send, receive, and store Inspection
data as stored in the transaction database shall not exceed more than
ten (10) consecutive minutes during prime time hours. The Database’s
inability to send, receive, and store Inspection data as stored in the
transaction database shall not exceed more than sixty (60) consecutive
minutes during non-prime time hours.   

	O.	Inspector Training and Federal Motor Carrier Safety Administration
(FMCSA) Test Equivalency

The Contractor shall prepare and submit for Agencies’ review and
approval an Inspector training plan that meets or exceeds the Inspector
training requirements established in the RFR and provides at least the
following:

  

the curriculum, schedule, and training delivery approach to be used for
initial noncommercial vehicle Inspector certification and subsequent
Inspector recertification, including proper Inspection procedures for
emissions and safety Inspections;

 

the curriculum, schedule, and training delivery approach to be used for
initial commercial vehicle Inspector certification and subsequent
Inspector recertification, including proper Inspection procedures for
emissions and safety Inspections;

the curriculum, schedule, and training delivery approach to be used for
initial motorcycle Inspector certification and subsequent Inspector
recertification, including proper Inspection procedures for motorcycle
safety Inspections;

 

the curriculum, schedule, and training delivery approach to be used for
initial school pupil transport vehicles pursuant to M.G.L. Chapter 90
Section 7D (“7D Vehicle”) Inspector certification and subsequent
Inspector recertification, including proper Inspection procedures for 7D
Inspections;

 

a complete listing of all certification and licensing requirements for
Inspectors; and

 

the tracking system for Inspectors.

  

The Contractor shall prepare and submit for Agencies’ review and
approval a Commercial Motor Vehicle Inspection plan, with accompanying
schedule.  The Commercial Motor Vehicle Inspection plan shall be
sufficient to be used by the Agencies to obtain FMCSA approval of the
Massachusetts Commercial Motor Vehicle Inspection as equivalent to
49 CFR part 396.17 as described under 49 CFR part 396.23.  

	P.	Motorist Communications

The Contractor shall provide information to motorists through a Program
web site, the vehicle Inspection report (VIR), and “point of sale”
collateral material pursuant to the schedule set forth in the
implementation schedule.  As appropriate, the Contractor shall update or
otherwise keep current the information provided to motorists. 

The Contractor shall design and maintain a user friendly “Program web
site” to provide information to Inspectors and repair technicians as
well as to motorists.  The “Program web site” shall be located
within the 48 contiguous United States or the Province of Ontario,
Canada, and operate smoothly with a wide variety of computer equipment,
operating systems, and browser software and shall meet the
Commonwealth’s specifications for accessibility.  In addition, the
Program web site shall be designed to provide:

basic program information (including the importance of routine vehicle
maintenance to minimize emissions and improve highway safety and the
frequency and content of motor vehicle Inspections) to motorists and the
general public, Inspectors, and repair technicians; 

specific information to Inspectors and repair technicians that will
facilitate their work in the program;

ready access to program regulations, reports, information on program
changes and new components, and other information deemed useful to its
public and industry audiences;

background information, including but not limited to: the health effects
of air pollution from motor vehicles; how motor vehicles affect air
pollution and how the Program works to reduce air pollution; how
warranties provided by vehicle sellers apply to emissions systems;
program regulations; and, program reports summarizing and/or evaluating
program activities;

a means for motorists to download and print a copy of the VIR for any
Inspection performed as part of this Contract on any Vehicle for which
there is a record in the Database and obtain more vehicle specific
information on emissions and safety recalls;

OBD emissions test results for vehicles, grouped by model year, make,
model, engine size, number of cylinders, fuel and transmission type, by
emission test failure categories as set forth in Exhibit A
(Specifications for Emissions Test Results Look-up Table on the
Website), and diagnostic trouble codes within each emissions test
failure category;

the locations of Inspection Stations, including information about
specific tests offered or types of vehicles inspected at specific
stations (if applicable);

locations and roles of Motorist Assistance Centers;

the meaning and value of state registration of emissions repair
technicians; 

the locations of registered repair shops, and any limits on types of
repairs performed at participating repair shops;

the success rate of registered repair shops in resolving emissions
system problems so that vehicles pass their re-test; 

information about the necessary steps for a motorist to have his/her
vehicle repaired, after failing an Inspection, and pass a re-test,
including how to make the vehicle ready for a re-test; and

information about waiver criteria and how to apply for a waiver.

The Contractor shall design and provide “point of sale” collateral
material for Inspection Stations and repairs shops to give to motorists.
 Such “point of sale” collateral material shall:

be designed, produced, and distributed to provide motorists with basic
information concerning the Inspection process (including the importance
of routine vehicle maintenance to minimize emissions and improve highway
safety), registration sanctions, and procedures for obtaining
registration reinstatement;

describe how warranties provided by vehicle sellers apply to emissions
systems.

be designed to be easy for motorists to understand and use, to address
the information needs of motorists whose vehicles fail an initial
Inspection (for safety and/or emissions issues) including waiver
information, and be convenient for Inspection Stations to provide to
their customers and integrated to the maximum extent possible with the
VIR;

include a “jacket” which is designed to hold the VIR for vehicles
that fail their initial Inspection and which shall inform motorists of
deadlines for repairing their vehicles and for passing a re-test, and
which shall encourage motorists to use a registered repair shop to have
emissions problems fixed; and

for owners of vehicles that fail an initial Inspection (safety and/or
emissions test), at a minimum, include the following information: the
necessary steps to have their vehicle repaired and pass a re-test,
including how to make their vehicle ready for a re-test; the meaning and
value of state registration of emissions repair technicians; and the
locations and roles of Motorist Assistance Centers. 

3.	The Contractor shall design a VIR to be provided by the Workstation
at the conclusion of a Vehicle Inspection.  The VIR shall provide:

the results of the vehicle Inspection and the location of the Inspection
Station where the Inspection occurred;

vehicle specific safety and emissions recall information, with the level
of detail to be provided as agreed to by the Parties; 

the location and success rate of nearby registered repair shops in
resolving emissions system problems; and

information about waiver criteria and how to apply for a waiver

4.	By July 1, 2009, the Contractor shall submit to the Agencies a plan
for ongoing motorist communications for approval by the Agencies.  This
plan shall update, and if appropriate supplement the motorist
communications for implementation of the I&M Program under this
Contract. 

	

	Q.	Resolving Motorists’ Questions and Complaints

The Contractor will be responsible for responding to and resolving
motorists' general questions and concerns regarding the Program.  The
Contractor shall provide the resources and personnel necessary to ensure
prompt and accurate responses and resolution of questions and concerns.

The Contractor shall maintain a “Motorist Hotline” (telephone)
service that: 

receives and resolves motorists’ questions and complaints at times
convenient for motorists (i.e., Monday – Saturday 7am-5pm; Tuesday and
Thursday 7am until 8pm excluding New Years Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving, and Christmas Day), regarding
any activities of the Program, including but not limited to
registration, suspension, waivers, and reinstatement rules and
procedures;

provide telephone staff trained and knowledgeable of the procedures for
all types of motor vehicle Inspections and RMV's registration,
suspension, and reinstatement rules and receive Inspector training;

provides limited access to ALARS for its hotline staff so that they can
accurately advise motorists about their registration status;

provides service for motorist calls that uses modern communications
technology to minimize multiple referrals and customer “hold” time,
to ensure that routine calls get addressed quickly and to allow staff to
focus on more complicated questions.  The telephone “tree” should be
designed so that customers can leave messages, have their calls returned
within a specified timeframe, and ensure that the most complex questions
and problems are directed to a specific individual in the Contractor’s
office; and

e.	be located within the 48 contiguous United States or the Province of
Ontario, Canada.

The Contractor shall provide the capability for motorists to submit
questions and complaints via telephone and electronically.  The
Contractor shall use the Database to manage, track and analyze the
complaints and ensure that its customer problem resolution activities,
at a minimum:

 are designed to resolve nearly all problems and questions related to
the Program, so that the contractor refers to the Agencies only those
customers with problems of the highest complexity and questions not
related to the Program;

use comprehensive call management, problem-logging, and tracking
software for motorist problems and their resolution (the Contractor
shall provide the Agencies with the ability to access the system to
update and create problem logs);

for questions and complaints submitted via telephones, be capable of
answering by a telephone representative 80% of all calls within 60
seconds, 90% within 90 seconds, and 98% within 120 seconds;

for questions and complaints submitted electronically, be capable of
returning an initial electronic reply by the end of the next business
day of its submittal, and, where the initial reply cannot completely
address or resolve the question, provide a timely and reasonable
schedule for completing the response;

provide to the Agencies, on at least a monthly basis, statistical
information for each day’s total call volume, including at least calls
offered for live answer, calls abandoned, and the number of calls
answered within 60 seconds, 90 seconds, 120 seconds, and other
appropriate time increments; and

provide to the Agencies data describing questions received by the
motorist telephone hotline and received electronically, their frequency
and the effectiveness of the Contractor’s response in addressing the
public’s questions and concerns, and provide a means for the Agencies
to view the Contractor’s responses.  Such data shall be provided to
the Agencies through a web-based real-time database, accessible via an
extranet (i.e., a private internet URL) that is updated daily.  The data
shall also be summarized in quarterly reports submitted to the Agencies.


Addressing Specific Public Communications Needs. 

	In accordance with Article XXIII. below, at the Agencies’ discretion
and direction, the Agencies may make funds, in addition to the
Contractor’s per Inspection fee, available to the Contractor, for
which the Contractor shall develop specific communications plans to be
approved by the Agencies.

 

	R.	Implementation Schedule Requirements

		1.	Attached hereto as Exhibit B. is the implementation schedule for
commencement of Inspections by October 1, 2008, including successfully
transmitting Inspection records to the Database and ALARS, and with
Inspections performed by trained and licensed Inspectors.  The
Contractor shall comply with all dates and deliverables set forth in the
implementation plan.	

	S.	Covert Audit Requirements

The Contractor shall develop, subject to Agency approval, a covert
auditing operations manual that documents how the Contractor will
conduct a covert auditing program, including covert vehicle and covert
visual audits.  The operations manual will specify how the Contractor
will conduct the covert auditing program, including, but not limited to,
observing station operations, procuring covert audit vehicles, setting
them to fail, conducting the audits, documenting the results, storing
the results in the Database, and providing the Agencies with results.

The Contractor shall provide the Agencies with covert audit vehicles set
to fail.  The Agencies will request no more than 250 of these covert
vehicle setups per program year.  The Contractor may use its covert
audit vehicles to provide the Agencies with covert vehicle setups.  

Covert Visual Audits.  The Contractor shall perform 889 covert visual
audits during the 12 month period beginning October 1, 2008 and 1778
covert visual audits per 12 month period for the subsequent four 12
month periods beginning October 1, 2009, during times of the year that
stations are likely to perform Inspections that can be observed from
outside the station.

		4.	Covert Vehicle Audits.  The Contractor shall perform 667 covert
vehicle audits for the 12 month period beginning October 1, 2008 and
1333 covert vehicle audits per 12 month period for the subsequent four
12 month periods beginning October 1, 2009.  The Contractor shall be
responsible for procuring the covert audit vehicles, modifying the
vehicles to fail the emissions test, documenting emission test results
prior to and following the audit, and documenting emission test results
from the Inspection conducted at the station being audited.  The number
and type of vehicles shall be sufficient to cover all OBD communication
protocols, and a variety of weight classes.  

		5.	Covert Audit Results.  The Contractor shall store covert audit
results in the Database, and shall provide a means for the Agencies to
access covert audit results, including viewing, querying, sorting,
extracting, downloading, printing, and e-mailing the results of any
covert audit or group of covert audits.  The information to be included
with each covert audit record shall be at least the information included
in the covert audit forms used for the covert audits.  The information
shall also include any safety-related information associated with covert
vehicles audits.  The Database shall provide covert audit information
necessary to meet EPA reporting requirements for covert auditing under
40 CFR 51.366.  If EPA reporting requirements for covert auditing are
revised, then the Database reporting shall be revised to reflect such
revisions.

		6.	In accordance with Article XXIII. below, at the Agencies’
discretion and direction, the Agencies may make funds, in addition to
the Contractor’s per Inspection fee, available to the Contractor,
where the Contractor shall, in cooperation with the Agencies provide a
pilot program to evaluate the feasibility of using hidden cameras in
covert vehicles. 

 

 

	T.	Vehicle Maintenance Initiative (VMI) Requirements

The Contractor shall be responsible for establishing and implementing a
VMI that provides:

high quality training to develop and update the skills of those in the
industry who repair emissions failures;

incentives for emissions repairers and stations to be listed as
registered emission repairers that have a registered emissions repairer
on staff and to provide accurate and timely information concerning their
emissions repair record for listing on the program web site maintained
by the Contractor.  Incentives provided by the Contractor are to include
the following:  (i) form a Massachusetts Inspection and Maintenance
Program Advisory Council (MPAC) on behalf of vehicle emissions repair
technicians and emission repair business owners; (ii) participate in the
MPAC as a facilitator, providing direction for the establishment and
organization of the MPAC and guidance for the MPAC toward training of
emission repair technicians, registration of emission repair technicians
and emissions repair shops, tracking and monitoring the effectiveness of
repairers, developing connections to the motorist assistance network,
and developing connections to the support for Inspectors and repair
technicians with program communications; (iii) provide an implementation
plan for the Vehicle Maintenance Initiative on or before October 1,
2008; (iv) provide ongoing support for the MPAC by identifying emerging
repair technologies, OBD and repair diagnostic pattern failure issues,
and industry-wide problems through an analysis of the repair data and
associated Inspection results; (v) post repair data analysis results to
the Program web site and sending results in messages to the
Workstations; (vi) develop an annual repair report summarizing the
effectiveness of the repair industry, pending issues, and
accomplishments; (vii) hold open house seminars for registered repairers
a minimum of twice per year during the contract term in different
regions of the Commonwealth, scheduling and advertising these functions
through various program outreach outlets (newsletters, the program web
site, Workstation broadcasts, etc.); (viii) use the quarterly newsletter
for the testing community to support the VMI.  

a system for entering vehicle emissions repair data into the VID that is
not burdensome for the stations or repairers; and

accurate and timely information for motorists to help them choose an
emissions repair station.

 

		2.	Repair Technician Training.  The Contractor shall provide, at a
minimum, the following:

An online Massachusetts training module that provides repairers with
information related to Massachusetts’ specific Program benefits and
functions.  The Contractor shall update this training module to reflect
changes to the Program associated with the Contract and continue to
offer it as an online training program.  The Contractor shall provide
the Massachusetts training module free of charge to those who apply to
be registered repairers.

“Using the Web for Emissions-related Diagnosis and Repairs.”  This
training is an interactive classroom training for registered repairers
on web-based services to assist with diagnosis and repair of
emissions-related problems.  The Contractor shall review the current web
training curriculum and (1) propose improvements; (2) ensure that links
or web addresses are correct and updated on a regular basis; (3) ensure
that the training curriculum reflects the OBD testing of medium duty and
diesel vehicles; and (4) provide the course material and curriculum for
a reasonable fee, subject to approval by the Agencies, to anyone meeting
the MassDEP qualifications to take the course.

A recommendation on whether OBD training should continue to be required
for repair technicians to be Registered Repairers given current
curriculum to become an ASE certified L-1 or L-2 technician and if so:
(1) update the existing training to reflect changes in vehicle
technology or other appropriate information, including the OBD testing
of medium-duty and diesel vehicles; and (2) provide the course for a
reasonable fee, subject to approval by the Agencies.

		3.	Emissions Repair Technician Registration.  The Contractor shall
develop and maintain a central register to identify each emissions
repair technician who has completed the Mass Module and any other
training requirements to be a registered repairer, and satisfies one of
the following requirements:

ASE L-1 certified for non-diesel vehicles, or L-2 for diesels;

certified by a vehicle or engine manufacturer to a level equivalent to
ASE L-1 or L-2 for the makes and models of vehicles offered by the
manufacturer; or

certified to a level equivalent to ASE L-1 or L-2 by a certification
provider recognized by the Agencies.

  		4.	The Contractor shall establish a system for repair technicians to
submit their initial application for registration, provide notifications
to repair technicians, and to update their information when appropriate,
including, but not limited to:

their level of training (e.g., from a specific manufacturer);

the expiration date of their certification; and

the repair facility at which the registered repairer is employed.

 		5.	The Contractor shall provide registered repair technician data to
MassDEP through the motor vehicle Inspection Database and provide
updates quarterly.  The Contractor shall prompt registered repairers to
maintain their certification credentials.

		6.	Equivalent Certifications.  The Contractor shall be responsible for
determining:

the ASE L-1 and L-2 equivalent certifications for each vehicle or engine
manufacturer and submitting the determinations to MassDEP for approval;
and

whether there are any certification providers other than ASE that
provide certifications equivalent to ASE and submitting  its findings to
MassDEP for review.

  		7.	Emissions Repair Shop Listing

			a.	The Contractor shall maintain a list of repair shops that employ
one or more full-time registered emissions repair technician(s)
appropriate to the repair technician’s level of registration (e.g.,
non-diesel or diesel, ASE or manufacturer-specific).  Registered repair
shops employing a registered repairer with a certification limited to a
certain fuel (non-diesel, diesel) or certain vehicle makes or models
(manufacturer-specific certifications) shall be listed as eligible under
the program to repair only those vehicles for which the registered
repair technician(s) are certified.

			b.	The Contractor shall provide a system for repair shops to submit
their initial application and to update their information when
appropriate. The Contractor shall verify at least quarterly that the
registered repair shops continue to employ a registered repairer
appropriate to their level of registration.

			c.	The Contractor shall collect information on completed repairs,
repair shops, and technicians (both registered and unregistered) from
the emissions repair information requested from the motorist at
re-Inspection and from the information entered online by registered
repairers.  The Contractor shall provide a means for unregistered
repairers to submit repair data.  The Contractor shall provide all of
the data on listed shops through the Inspection database and ensure it
is updated at least quarterly.  The Contractor shall make this
information readily available to motorists through existing
communication channels.

			d.	The Contractor shall provide: (1) a list of registered repair
shops to motorists via the Program web site, and (2) a list of the 10
repair shops closest to the Inspection Station on the VIR for vehicles
that fail the emissions test.  The Contractor shall update these lists
quarterly to ensure the information is correct.    

		8.	Repair Effectiveness Monitoring.  The Contractor shall collect
information on emissions repairs made on failed vehicles prior to (or at
the time of) re-Inspection.  The Contractor shall: (1) develop forms
that make data entry by registered repairers easy on line, and help
ensure the quality of repair information; (2) work with the Agencies to
revise and improve an emissions repair index for the listed repair shops
(revisions to the current five-star rating system); and (3) maintain a
directory of all listed registered repair shops including their
emissions repair indices.  

9.	Inspector and Repair Technician Support.  The Contractor shall
provide a convenient means for registered emissions repair technicians
to bring problems, questions, and suggestions concerning any aspect of
VMI to the Contractor’s attention and have them resolved in a timely
manner.  The Contractor shall inform Inspectors and technicians about
the resources available to them, including training, registration,
Motorist Assistance Centers, the hotline, and the newsletter. 

 

		10.	Repair Technician Hotline.  The Contractor shall establish and
operate a Repair Technician Hotline that meets all of requirements
established in Paragraph O. of this Article for the “Inspection
Station Hotline,” and that may be established in conjunction with that
hotline.  The Contractor shall track the issues raised by the
technicians and its response to those issues and make the information
available through the Database.

11.	Newsletter.  The Contractor shall develop and publish a quarterly
newsletter for all Inspectors and registered emissions repair
technicians.  For each edition of the newsletter, the Contractor shall
identify issues to be covered in each edition, draft articles and submit
them to the Agencies for approval, print the newsletter, distribute it,
and provide the option to receive the newsletter on-line to all program
Inspectors and registered repair technicians at no charge to them.  The
newsletter shall focus on information related to performing Inspections,
and to effective and efficient diagnosis and repair of vehicles failing
emissions tests.

 

		12.	Program Web Site.  The Contractor shall provide information
through the program web site to Inspectors and repair technicians about
proper administration of the safety and emissions Inspection protocols
and about issues that may be encountered in diagnosing and repairing
vehicles so that they can pass a re-test (including readiness issues). 
The provided information shall include, but is not limited to: (1) how
to become a licensed Inspector or a registered repair technician; (2)
how to maintain that status;  (3) Inspection procedures for unique
vehicle situations (such as vehicles with ignition interlock devices); 
(4) training opportunities; (5) technical service bulletins issued by
vehicle manufacturers about components that are covered by the safety
and emissions tests; and (6) other relevant information from
manufacturers, the Agencies, US EPA, or the automotive industry.

		13.	By March 1, 2009, the Contractor shall submit a plan for ongoing
VMI activities to the Agencies for approval.  This plan shall address
all elements described in Paragraphs 1.-12. above for revising,
supplementing, and implementing ongoing VMI activities.  The plan shall
also include an implementation schedule.  Once approved by the Agencies,
the Contractor shall implement this plan.   

U.	Motorist Assistance Network Requirements

1.	In accordance with the requirements of the implementation plan, the
Contractor shall prepare and submit for Agencies’ review and approval
a motorist assistance network plan that meets the motorist assistance
network requirements established in the RFR and identifies at least the
following:  

how repair related assistance will be provided;

how the Contractor will administer the emissions waiver component of the
Program;

how readiness assistance will be provided; and 

how the Contractor will administer the targeted Inspections component of
the Program.

2.	The motorist assistance network plan shall provide twelve (12)
Motorist Assistance Centers, with mobile or contracted facilities where
necessary to cover areas more than thirty (30) straight-line miles from
the Centers:  

	

Pittsfield or environs, to serve the Route 7 corridor;

Springfield, Chicopee, or environs, to serve the I-91 corridor;

Worcester or environs, to serve Central Massachusetts and the Greater
Worcester area;

 

Leominster or environs, to serve the Central Route 2 corridor;

 

Lowell, Lawrence, Methuen, Haverhill, or environs, to serve the northern
I-495 corridor;

Peabody, Danvers, Lynn, or environs, to serve nearby Northern
Massachusetts and North Shore communities and Cape Ann;

 

Somerville, Cambridge, Medford, Malden, Revere, or environs, to serve
the area north of Boston and nearby North Shore communities;

 

Waltham, Newton, Framingham, or environs, to serve the communities west
of Boston;

Dorchester, Boston, to serve Central and Southern Boston communities;

 

Quincy, Weymouth, Brockton, or environs, to serve the area south of
Boston and nearby South Shore communities;

 

New Bedford, Fall River, Taunton, Attleboro, or environs, to serve
Southeastern Massachusetts; and

 

Bourne, on the east side of the Cape Cod Canal, to serve Cape Cod,
Nantucket, Martha’s Vineyard, and near-Cape communities.

	

Notwithstanding the above specified locations, the Agencies may approve
alternative locations or service areas, based on the level of service
provided at each Motorist Assistance Center, and the number and location
of mobile and/or contracted facilities provided by the Contractor.  

3.	The Motorist Assistance Centers and the mobile or contracted
facilities shall be equipped with at least the equipment, staffing, and
information services as specified in the RFR and the Contractor’s
response.  

ARTICLE V.

APPROVALS 

	A.	The Contractor shall submit each plan, procedure, protocol, report,
specification, test result, or material listed in Exhibit C., required
under this Contract to the Agencies for approval.  The plans,
procedures, protocols, reports, specifications, test results, or
materials shall:

		1. 	contain, at a minimum, those requirements more particularly set
forth in Article IV. (Additional Performance Requirements); 

		2.	be developed in substantial conformity to the response submitted by
the Contractor on July 6, 2007 in response to the RFR unless otherwise
indicated in the Contract or mutually agreed by the parties; and

		3.	include sufficient detail to allow the Agencies to monitor the
progress of the Contractor in the development, implementation, and
administration of the plan, procedure, protocol, report, specification,
test result, or material. 

	B.	The approval of such plans and the Contractor’s submittal of other
procedures, protocols, reports, specifications, test results, or
materials shall be in accordance with and so as not to delay the
schedule established in the Implementation Plan.  Any plan, procedure,
protocol, report, specification, test result, or material not approved
by execution of the Contract shall be subject to the approval process
described below.

	C.	 The Agencies shall, in accordance with Paragraph F. below, approve
or reject plans, procedures, protocols, reports, specifications, test
results, or material including, but not limited to, all software
applications and databases, hardware, or materials submitted by the
Contractor to the Agencies for the specific purpose of obtaining
approval.

	D.	The parties regard the performance provisions contained in plans,
procedures, protocols, reports, specifications, test results, and
materials once approved by the Agencies, as contract provisions as if
fully set forth in this Contract; and a material or substantial
violation of any such provisions of an approved plan, procedure, report
or specification may subject the Contractor to the provisions of Article
VII. (Liquidated Damages) or termination for cause (Article XVI.) by the
Agencies.

E.	Any work undertaken by the Contractor pursuant to the plans,
procedures, protocols, reports, specifications, test results, or other
materials prior to obtaining the Agencies’ approval as required by the
Contract shall not entitle the Contractor to a Claim, Change Order or
per Inspection Fee adjustment.  Notwithstanding anything to the
contrary, the Contractor shall not commence Inspections pursuant to this
Contract until the Agencies have reviewed and accepted the
Contractor’s reports indicating that the Contractor has successfully
completed acceptance testing for the Database and Workstation design,
and shall not allow Inspections at any Station until the Contractor has
completed and documented successful acceptance testing of the
Workstation installation using Workstation installation acceptance
testing procedures approved by the Agencies. 

F.	Contractor will submit the required plans, procedures, protocols,
reports, specifications, test results, or materials specified in Exhibit
C. to the Agencies’ Contract Officers for approval.  The Agencies will
review the submissions and evaluate whether each submission has clearly
met, in all material respects, the criteria established in this
Contract.  Once reviewed and favorably evaluated, the submissions will
be deemed approved.

Within ten (10) business days of receipt of each submission, the
Agencies’ Contract Officers will notify the Contractor, in writing, of
the approval or rejection of said submission using the criteria
specified in this Paragraph.  An approval form signed by the Agencies
shall indicate approval.  The Contractor shall acknowledge receipt of
approval forms in writing.  Any rejection will include a written
description of the defects of the submission. 

The Contractor will, upon receipt of any rejection, act diligently so as
not to delay the schedule established in the Implementation Schedule, to
correct the specified defects and to deliver an updated version of the
submission to the Commonwealth.  The Agencies will then have an
additional five (5) business days from receipt of the updated
deliverable to notify the Contractor, in writing, of the approval or
rejection of the updated submission.  Any such rejections will include a
description of the way in which the updated deliverable fails to correct
the previously reported deficiency.  If the Agencies do not act on
submissions within ten (10) business days and as a result, the
Contractor notifies the Agencies that it expects that it will be unable
to meet the October 1, 2008 program startup date, the Parties agree to
negotiate the implementation tasks so that the October 1, 2008 program
startup date may be met to the maximum extent feasible.  

ARTICLE VI.

COLLECTION OF FEES & PAYMENT TO CONTRACTOR

A.	Collection of Fees

The Commonwealth will set the Inspection fee to be charged to motorists
for the Inspection of passenger and commercial Vehicles.  This
Inspection fee will include portions for the Inspection Station
performing the vehicle Inspection, the Contractor, and the Commonwealth.
 The fee for 7D Inspections and motorcycle Inspections may be different
than for passenger Vehicle and commercial Vehicle Inspections. 
Inspection Stations inspecting commercial Vehicles may be able to charge
a supplementary market-based fee for inspecting commercial Vehicles, and
this fee may vary depending upon the particular commercial vehicle being
inspected.  

	1.	Fee Collection.  The Contractor shall be responsible for the
collection and deposit of the Contractor and Commonwealth’s portion of
the Inspection fee, the “Network Fee.”  The Commonwealth reserves
the right to change or renegotiate the fee collection and deposit
process at any time before or during the period of the contract or any
extensions of the contract to ensure efficient, proper, and timely
collection of all fees in accordance with state finance law requirements
established by the Office of the Comptroller.  

		2.	The Contractor shall sell blocks of Inspection authorizations to
Inspection Stations to enable the pre-payment of Network Fees by the
Inspection Stations.  The price for the pre-payment shall be the Network
Fee (the sum of the Commonwealth and Contractor’s portion of the
Inspection Fee). All payments for these Network Fees shall be deposited
directly into a Commonwealth sweep account controlled by the
Commonwealth within two (2) business days. The Contractor shall at no
time have sole control of the deposits prior to the sweep and collection
of Network Fees by the Commonwealth. It is the Contractor’s
responsibility to ensure that funds are collected from Inspection
Stations for any pre-payment of Network Fees by Inspection Stations.  

		3.	Based upon the collection model approved by the Commonwealth, the
Contractor will design and maintain an efficient system by which
motorists who may have been improperly charged an Inspection fee can
receive a refund of the fee within seven (7) business days of when the
Contractor has been notified that the Agencies have determined that the
motorist is entitled to a refund.  The Contractor will also design and
maintain an efficient system by which Inspection Stations can receive a
refund of their portion of the Inspection fee when improperly charged
within seven (7) business days and a system to reimburse Inspection
Stations for unused authorizations upon the station’s termination in
the Inspection program, or at the expiration of the contract or any
extensions thereof.  The Commonwealth shall have the sole authority to
determine whether a refund shall be provided either to a motorist or to
an Inspection station. 

		4.	Contractor Fee Payment.  All Network Fees shall be submitted to the
RMV by an Electronic Funds Transfer (EFT) no later than the second
business day after the authorizations have been sold to the Inspection
stations. All Network Fees shall be deposited into the Motor Vehicle
Inspection Trust Fund account as authorized by M.G.L. c. 10, section 61.

5.	Inspections Not Subject to a Fee.  The Contractor shall ensure that
Inspection Stations shall charge motorists the full Inspection fee for
all motor vehicle Inspections except for each of the following:

			a.	Incomplete.   Inspection Stations shall refund fees to motorists
for any Inspection that is not completed due to: (1) quality control
violations resulting from Workstation malfunction or Inspector error, or
(2) an Inspector’s decision to terminate the Inspection.

			b.	Certain First Reinspections.   If the motorist returns for their
first reinspection to the same Inspection Station where the initial
Inspection was performed, the Inspector shall not collect a fee.  For
subsequent reinspections, the Inspection Station collects a full
Inspection fee from the motorist and fee payment is handled in the usual
manner.

			c.	Readiness.  When a vehicle returns for reinspection following an
OBD emissions failure and the vehicle does not meet readiness criteria,
the Workstation will “turn away” the vehicle and the Inspector shall
not collect a fee.  

			d.	Successful Challenges.  When a motorist successfully challenges a
failed Inspection, the motorist does not pay an Inspection fee for the
Challenge Inspection.  If the vehicle fails the Challenge Inspection,
the motorist pays for the Inspection and the fee payment is handled in
the usual manner.

			e.	Program Evaluation.  Motorists shall not be charged for
out-of-cycle Inspections conducted solely for Program demonstration,
auditing, or Program evaluation.

			f.	Waivers.  When a motorist receives an Inspection as part of the
evaluation for issuance of a waiver, the motorist shall not be charged
an Inspection fee.

B.	Payment to Contractor

1.	The Contractor shall receive no compensation under the Contract until
the following events occur:

The Contractor receives a written Notice to Proceed from the Agencies; 

Inspection Stations have begun to perform Inspections in accordance with
310 CMR 60.02 as amended from time to time and with 540 CMR 4.00 et seq.
as amended from time to time; and

The Contractor has certified to the Agencies that 80 percent of all
Inspection Stations that have been approved for licenses by the Registry
by July 15, 2008 have received Workstations that meet the acceptance
test requirements more particularly described in Section 4.8 of the RFR,
provided, the Stations have a Station Agreement executed by both parties
by the date established in the Implementation Schedule.  

2.	On a weekly basis, the RMV shall verify that:

it has received all Network Fees deposited into the Commonwealth’s
Collection Account ; and

 

all Inspection records due by the Contractor have been received by RMV.

After RMV confirms that the Contractor has complied with Paragraph
2(a)-(b) above, RMV will transfer the Contractor’s portion of the
Network Fee to the Contractor via EFT, on a weekly basis, for Inspection
records reconciled for the previous week.

3.	The Contractor’s Fee shall be calculated by multiplying the total
Paid Inspections recorded in ALARS during the Pay Period, times the
corresponding Contractor Fee earned for each particular Inspection, as
set forth in the Fee Schedule attached hereto as Exhibit D. 
Notwithstanding anything to the contrary, the Commonwealth shall not owe
the Contractor any fees associated with any Inspections recorded in
ALARS where the appropriate funds have not been swept into the
Commonwealth’s Account. 

4.	At the end of every 12-month period, RMV shall furnish the Contractor
with a final determination stating the number of Inspections it has
determined to have been recorded in ALARS.  Any dispute as to the number
of Inspections shall be a dispute within the meaning of Article XXI
(Disputes).  

5.	If Contractor Fees are inadequate to compensate the Commonwealth or
Contractor has failed to make payment within 30 days from the
Commonwealth’s request, the Commonwealth may withdraw funds from the
Security Fund established pursuant to Article VII.B. below, to set off
any payments owed by the Contractor under this Article VI against any
damages due by the Contractor under Article VII (Liquidated Damages),
Article XVI   (Termination), or Article XV (Changes).

ARTICLE VII.

LIQUIDATED DAMAGES

	A.	The parties agree that if the Contractor fails to meet the
performance standards set forth in this Article (the “Performance
Standards”), the Commonwealth will be presumed to have suffered
significant and unquantifiable damages due to substandard performance.
Such damages caused by the Contractor’s failure to perform under the
Contract cannot be easily ascertained, and the amount fixed by the
liquidated damages provisions is a reasonable forecast of just
compensation if the Contractor is in breach of any of the Performance
Standards.  Furthermore, prompt completion for subject deliverables
under the Contract is critical and the harm that will flow from failure
to complete promptly and competently the Performance Standards and/or
deliverables will be severe.  Therefore, the Contractor will be subject
to liquidated damages for failure to perform established standards and
criteria set forth in this Contract (the “Liquidated Damages”).  The
parties further agree and stipulate that the Liquidated Damages
provisions of the Contract are fair, reasonable and enforceable.  

	B.	To compensate the Commonwealth for such Liquidated Damages, the
Contractor shall, by March 1, 2008, establish a Security Fund in either
the form of (1) an Escrow Agreement in a form acceptable to the
Agencies, or (2) a letter of credit in a form acceptable to the Agencies
(“Security Fund”), which may be accessed by the Commonwealth who may
withdraw funds from the Security Fund in accordance with this Article
and the terms of the applicable instrument.  The Security Fund shall
initially be established at the amount of $60,000.00 through August 31,
2008.  Beginning September 1, 2008 and through February 28, 2009, the
Security Fund shall be maintained at the amount of not less than
$150,000.00.  From March 1, 2009 the Security Fund shall be maintained
at an amount not less than $60,000.00.  The terms of the Security Fund
shall include a provision requiring the Contractor to replenish the
Security Fund in full within thirty (30) days of the date that the
Commonwealth withdraws funds from the Security Fund.   If the Contractor
fails to meet any minimum performance standards or criteria specified in
the Contract, the Contractor will be subject to the liquidated damages
procedure set forth in Paragraphs C.-F. below.

	C.	If the Contractor fails to meet any Performance Standard set forth
in the Scope of Services, for reasons solely attributed to Contractor or
any of its subcontractors (excluding Inspection stations), the Agencies
may impose Liquidated Damages by notifying the Contractor in writing of
the amount of Liquidated Damages being assessed and the reason(s)
therefore (the “Notice”).  In the event that the Contractor fails to
pay the liquidated damages assessed within thirty (30) days of receipt
of the Notice, or fails to appeal the assessment in accordance with
Paragraph E. below, the Commonwealth may withdraw the amount of
Liquidated Damages from the Security Fund.  Notwithstanding the
foregoing, the Agencies shall be deemed to have waived their rights to
impose Liquidated Damages one hundred and twenty (120) days following
the expiration or termination of the Contract with respect to any
Liquidated Damages for which a Notice has not been issued by the
Agencies provided, however, that this timeline will be extended one
calendar day for each day following the expiration or termination of the
Contract that the Contractor fails to submit to the Agencies data or
other documentation by the applicable submission deadline under the
Contract. Contractor shall not be responsible for any delays resulting
from any third party not under the Contractor’s reasonable control or
the Agencies’ reviews or approvals.

	D.	The Performance Standards and associated Liquidated Damages are set
forth below:

1.	Implementation-Related Performance Standards and Liquidated Damages.
The amount of liquidated damages payable by the Contractor for
implementation related performance standards pursuant to Paragraphs a.
through k. below, shall be limited in the aggregate to $300,000.00.   

FMCSA Equivalency

Failure to provide the services necessary for Inspection stations to
commence Massachusetts Commercial Motor Vehicle Inspections that are
determined to be in compliance with the FMCSA as equivalent to 49 CFR
396.17 and in accordance with RMV Regulations 540 CMR 4.00 et seq., by
October 1, 2008.  $1000 per day.

Inspection Training

Failure to provide Inspector Training programs (curriculums/training),
as required in RFR sections 7 and 9, sufficient to provide at least one
Inspector in each Inspection Station prior to October 1, 2008 provided
that a Station Agreement has been executed by the Inspection Station by
July 15, 2008.  $1000 per day.

Repairers and Motorist Assistance Centers

Failure to (1) conduct training for emissions repair technicians, (2) to
implement a registration program for registered repairers for nondiesel
and diesel vehicles, or (3) to include an assessment of manufacturers
training programs equivalent to ASE L-1 and L-2 by the dates required in
the Implementation Schedule.  $1000 per day.

Failure to provide the Agencies with a plan or to implement the approved
plan for the specific locations, staffing, equipment, and set up
required to run all Motorist Assistance Centers by October 1, 2008 as
required by Article IV.U.  $1000 per day.

Database

Failure to develop and deliver the Vehicle Inspection Database (VID) to
the Agencies that has successfully completed the approved ATP and is
ready for use by October 1, 2008.  $2500 per day.

Workstations and Software

For each type of Workstation, failure to complete the approved ATP on
such Workstations by September 12, 2008, as required by the
Implementation Schedule.  $2500 per day. 

Failure to have, for each Inspection Station that has executed a Station
Agreement by July 15, 2008, a Contractor supplied Workstation installed
and ready for use by October 1, 2008.  $2500 per day.

Failure to remove up to 1200 existing dynamometers and Workstations from
Inspection bays by January 1, 2009 for Inspection Stations that have (1)
executed a Removal Agreement by August 1, 2008 and (2) have provided
reasonable access to the Contractor.  $1000 per day.

Plans

Failure to submit required deliverables in accordance with the attached
Implementation Schedule.  $500 per week per plan.

Auditing Programs

Failure to begin an approved covert audit program by April 1, 2009. 
$1000 per day.

Failure to implement, by October 1, 2008, electronic monitoring (i.e.
triggers) to identify suspect emissions and safety Inspections (improper
Inspections), to monitor Inspection accuracy, or to report improper
Inspections to the Agencies as required by the Implementation Schedule. 
$1000 per day.

2.	Continuous or Ongoing Performance Standards and Liquidated Damages. 
The amount of liquidated damages payable by the Contractor for
continuous or ongoing performance standards pursuant to Paragraphs l.
through aa. below, shall be limited to either $25,000.00, $40,000.00, or
$60,000.00 on a quarterly basis as follows:  the limit for the initial
quarter shall be $25,000.00.  The limit for each subsequent quarter
shall be based upon the liquidated damages accrued during the preceding
quarter.  If the liquidated damages accrued during the preceding
quarter were $25,000.00 or less, the limit for the subsequent quarter
will remain  $25,000.00.  If the liquidated damages accrued were
between $25,001 and $40,000.00, the limit for the subsequent quarter
shall be $40,000.00.  If the liquidated damages accrued were in excess
of $40,001.00, the cap for the subsequent quarter shall be $60,000.00. 
In no event shall the liquidated damages payable in any quarter by the
Contractor exceed the applicable cap for that quarter and in no event
shall such cap in any quarter exceed $60,000.00. 

Training

Failure to provide ongoing Inspector Training Programs
(curriculums/training), including new and recertification training, on
schedule as required by the Training Plan.  $5000 per month.

Failure to implement an approved VMI plan for ongoing VMI activities in
accordance with the requirements in Article IV.T.13.  $5000 per month.

Communications

Failure to implement an approved Communications Plan for ongoing
communications activities in accordance with the requirements in
Articles IV.P and Q.  $1000 per month.

Failure to adhere to Waiver issuance criteria in accordance with 310 CMR
60.02.  $2000 per vehicle.

Database

As required by Article IV.N.3. of the Scope of Services document of the
Contract, the Database shall transfer and report valid data in the
format required to ALARS within one (1) hour when ALARS is available
during prime time hours.  For purposes of this paragraph, prime time
hours shall be from 7:00 a.m. to 6:59 p.m. Monday through Saturday,
except on any legal holiday as elsewhere defined in this Contract. The
Database shall transfer and report valid data in the format required to
ALARS within six (6) hours when ALARS is available during non-prime time
hours.  For purposes of this paragraph, non-prime time hours shall be
from 7:00 p.m. to 6:59 a.m. Monday through Saturday and from 7:00 p.m.
on Saturday to 6:59 a.m. on Monday, except on any legal holiday as
elsewhere defined in this Contract. In addition, if  ALARS is
unavailable for update on any such day or part of a day, failure by the
Contractor to begin transmitting valid data in the format required
within one (1) hour of ALARS becoming available during prime time hours.
For purposes of this paragraph, prime time hours shall be from 7:00 a.m.
to 6:59 p.m. Monday through Saturday, except on any legal holiday as
elsewhere defined in this Contract.  Where ALARS is unavailable for
update on any such day or part of a day, failure by the Contractor to
begin transmitting valid data in the format required within six (6)
hours of ALARS becoming available during non-prime time hours and within
(1) hour upon reaching prime time hours. For purposes of this paragraph,
non-prime time hours shall be from 7:00 p.m. to 6:59 a.m. Monday through
Saturday and from 7:00 p.m. on Saturday to 6:59 a.m. on Monday, except
on any legal holiday as elsewhere defined in this Contract.  $2,500 per
occurrence.

Failure of any Workstation or the Database to transfer and report valid
motor vehicle Inspection data in the format required to ALARS when ALARS
is available, as required by Article IV N.3. of the Scope of Services
document of the Contract.  $100 per test record not transferred and
reported in the format required, with a per incident cap in the amount
of $10,000.

Failure of the Database’s ability to send, receive, and store
Inspection data as stored in the transaction database shall not exceed
more than ten (10) consecutive minutes during prime time hours. The
Database’s inability to send, receive, and store Inspection data as
stored in the transaction database shall not exceed more than sixty (60)
consecutive minutes during non-prime time hours. $1,000 per each 10
consecutive minute failure.

Failure to maintain communication access to the Database for
Workstations, as required by Article IV.N.5. of the Scope of Services
document of the Contract. $500 per occurrence.

Failure to correct all software designated as P1 or P2 software that
does not comply with the Database specifications within thirty (30) days
after notification by the Agencies as required in RFR section 6.2.  P1
software shall be defined as that software causing all or a portion of
the Database to be non-operational or any non-compliant software causing
a significant security event; or any non-compliant software causing a
condition to arise that could impact a service level agreement.  P2
software shall be defined as non-compliant software causing events that
have the potential to impact a service level agreement if proactive
measures are not implemented in a timely manner. $250 per unmet
specification per day uncorrected.

Workstations/Software

Failure to correct all software designated as P1 or P2 software that
does not comply with the Workstation-related specifications within
thirty (30) days after notification by the Agencies as required in RFR
section 6.2.  P1 software shall be defined as that software causing all
or a portion of the Workstation or software to be non-operational or any
non-compliant software causing a significant security event; or any
non-compliant software causing a condition to arise that could impact a
service level agreement.  P2 software shall be defined as  non-compliant
software causing events that have the potential to impact a service
level agreement if proactive measures are not implemented in a timely
manner.  $250 per unmet specification per day uncorrected.

Failure to maintain the OBD Workstation accuracy to the performance
standard.  The performance standard shall be mutually established by
both parties, by October 1, 2008, based on the equipment provided by the
Contractor and the results of acceptance testing.  $3000 per Workstation
exceeding the 3-month rolling standard.

Failure to maintain the Diesel Workstation accuracy to the performance
standard.  The performance standard shall be mutually established by
both parties, by October 1, 2008, based on the equipment provided by the
Contractor and the results of acceptance testing.  $3000 per Workstation
exceeding the 3-month rolling standard.

Service Response Time and Effectiveness

Failure to replace or return a non-operational Workstation to reliable
operation as required by Article IV.M.4. and the Service Response Time
Effectiveness Standard set forth in Exhibit G. within one business day. 
For Friday calls received by noon, failure to return a non-operational
Workstation to reliable operation by noon on Saturday, if the Inspection
Station regularly performs Inspections on a Saturday.  For purposes of
this paragraph, each business day that exceeds the response time in
Exhibit G., shall be considered a new incident.  $500 per incident.

Failure to meet the performance standard for the time required to
respond to consumer and Inspection Station hotline complaints as
required in RFR sections 5, 8, and 11.  $50 per call over the standard.

Data and Reporting

Failure to provide the Agencies with the data, reports and other
documentation identified in Exhibit C. within sixty (60) days following
the due date.  $1000 per deliverable per month.

Failure to provide data for annual and biennial EPA reports by April
15th of each year as required by Article IV.N.3.  $1000 per month.

	E.	The Contractor may appeal any assessment of Liquidated Damages that
may be imposed by the Registrar of the Registry and the Commissioner of
MassDEP.  Unless the Contractor files such appeal within 30 days after
receipt of the Notice, the assessment shall be deemed final and the
Commonwealth may withdraw the amount imposed from the Security Fund.  If
the Contractor files an appeal of any assessed Liquidated Damages within
said thirty (30) day period, prior to issuing a final determination on
the Contractor’s appeal, the Commonwealth shall forebear from
withdrawing the Liquidated Damages at issue.  The Agencies failure to
act within thirty (30) days after receiving the Contractor’s appeal
shall be considered a final determination denying the Contractor’s
appeal, and if the Contractor does not pay the assessment within five
(5) days of the final determination of the appeal, the Commonwealth may
withdraw the amount imposed from the Security Fund.  Any dispute as to
the Liquidated Damages withdrawn shall be governed by Article XXI.
(Disputes).

	F.	Any Liquidated Damages assessed pursuant to the Contract may be
unilaterally imposed by the Agencies and shall not require a Contract
amendment or Change Order to the Contract.  The payment of liquidated
damages shall be the sole and exclusive remedy for the Agencies and
Contractor’s sole obligation for the failure to meet the Performance
Standards under this Article of the Contract, provided, however, that
the payment of liquidated damages assessed pursuant to this Contract
shall not prohibit the Commonwealth from exercising its rights as
contained in Article XVI. (Termination).

ARTICLE VIII.

FORCE MAJEURE

	A.	In addition to the provisions of the Terms and Conditions, an event
of force majeure may include, but is not limited to, acts of God or a
public enemy, wars, fires, terrorism, floods, epidemics, quarantine
restrictions, strikes, labor disputes, unforeseen freight embargoes, or
unusually severe weather; any law, order or regulation of the United
States Government or of any government having jurisdiction or of any
agency, commission, court or other instrumentality of any one or more of
such governments (excluding regulations which may be promulgated by the
Department, the Registry and the Office of Administration and Finance
pertaining to the Program), national emergencies; cable cuts; acts of
the local telephone exchange company; or acts of any other third party
not under the Contractor’s reasonable control.

	B.	In no event shall the Contractor's failure to obtain necessary
permits or approvals (excluding building or zoning permits for
Inspection Stations only, which shall be acquired by the Inspection
Stations) in a timely manner excuse it from meeting the dates or times
of performance required by the Contract as an event of force majeure. 
The time of performance under the Contract may be extended to the extent
of the delays excused by this section, provided that the party whose
performance is affected notifies the other promptly of the existence and
nature of such delay.  The Agencies shall determine whether failure of a
party to perform is caused by a force majeure event, and the Contractor
reserves the right to invoke the provisions of Article XXI. (Disputes)
regarding such determination.   The failure to perform a requirement of
this Contract shall be considered to have been caused by a force majeure
event if the following criteria are met: (1) an event delays performance
of a requirement of this Contract beyond the deadline established in the
Contract Documents; (2) such event is beyond the control and without the
fault of the Contractor and the Contractor’s employees, agents,
consultants, and contractors; and (3) such delay could not have been
prevented, avoided or minimized by the exercise of commercially
reasonable care that reasonable prudent business people would take under
the circumstances similar to those giving rise to the majeure event by
Contractor or the Contractor’s employees, agents, consultants, and
contractors.

	C.	If a force majeure event occurs that delays or may delay the
performance of any requirement of this Contract, the Contractor shall
immediately, but in no event later than five (5) business days after
obtaining knowledge of such event, notify the Agencies in writing of
such event.  The notice shall describe in detail: (i) the reason for and
the anticipated length of the delay or potential delay; (ii) the
measures taken and to be taken to prevent, avoid, or minimize the delay
or potential delay, if any are possible; and (iii) the timetable for
taking such measures, if applicable.  Such notice shall also include the
rationale for attributing such delay or potential delay to a force
majeure event and shall include all available documentation supporting a
claim of force majeure for the event.  Failure to comply with the notice
requirements set forth herein shall constitute a waiver of
Contractor’s right to request an extension based on the event.

	D.	If the Agencies determine that the Contractor’s failure to perform
a requirement of this Contract is caused by a force majeure event, and
the Contractor otherwise complies with the notice provisions set forth
in paragraph C. above, the Agencies agree to extend in writing the time
for performance of such requirement.  The duration of this extension
shall be equal to the period of time the failure to perform is caused by
the force majeure event.  No extension shall be provided for any period
of time that Contractor’s failure to perform could have been
prevented, avoided or minimized by the exercise of commercially
reasonable care that reasonably prudent business people would take under
the circumstances similar to those giving rise to the force majeure
event.  The Agencies will not impose liquidated damages for the
Contractor’s failure to perform a requirement of Contract in
accordance with the schedules set forth in this Contract as a result of
a force majeure event during the extension of the time for performance
resulting from a force majeure event. 

	E.	A delay in the performance of a requirement of this Contract caused
by a force majeure event shall not, of itself, extend the time for
performance of any other requirement of this Contract.

ARTICLE IX.

OWNERSHIP AND USE OF DATA

A.	In addition to the terms set forth in paragraphs 6 and 7 of the Terms
and Conditions, the Contractor shall instruct each person and
subcontractor having any involvement with the collection, storage, or
development of data or data security information on appropriate
procedures to ensure that the Contractor fulfills its obligations under
this Article.

B.	Data Access

1.	Under this Contract, the term “Confidential Information” shall
mean any data or information disclosed by the Agencies or by motorists
to the Contractor, its employees, contractor, sub-contractors or
Inspection Stations in connection with performance under this Contract. 
For example, under this Contract, the Contractor shall be authorized to
inquire into or to access the computer data files controlled by the
Commonwealth, including ALARS, to facilitate the establishment of a
computerized communication system between the Commonwealth, Inspection
Stations, and any other duly authorized person or entity empowered to
inspect and enforce the provisions of the Contract.  Also, an Inspection
Station could be obtaining Confidential Information from motorists
during the course of its performance under a sub-contract entered into
in connection with this Contract.

2.	In addition to the confidentiality provisions set forth in paragraph
6 of the Terms and Conditions, the Contractor shall treat all
Confidential Information confidential and shall not use such information
except as expressly permitted under this Contract. The Contractor shall
not sell, disseminate, or otherwise transfer any Confidential
Information to third parties without the prior written approval of the
Agencies except that the Contractor may make such data or information
available to its employees, contractors, subcontractors and Inspection
Stations who are fulfilling the Contractor's performance obligations
under the Contract provided, however, the employees, contractors,
subcontractors, and Inspections Stations have entered into a written
agreement with Contractor that is no less protective of the Confidential
Information than this Contract. The Contractor shall include these
requirements in the Inspection Station Agreement, such that each
Inspection Station must keep all motorist information confidential. The
Contractor shall also include these requirements in all subcontracts
that each subcontractor keep all motorist information confidential and
that each subcontractor shall not sell, disseminate, or otherwise
transfer any Confidential Information to third parties without the prior
written approval of the Agencies. Contractor shall use the same measures
to protect Confidential Information that it uses to protect its own most
confidential information, but in no event less than reasonable measures.
 Notwithstanding the above, the restrictions of this Article IX B.2
shall not apply to information that:  (a) is independently developed by
Contractor without any access to the Confidential Information; (b)
becomes known to Contractor, without restriction, from a third party
without breach of any confidentiality obligation to Agency and who had a
right to disclose it; (c) is or becomes in the public domain through no
act or omission of Contractor; or (d) is required to be disclosed
pursuant to the order or requirement of a court, administrative agency,
or other governmental body (but only to the minimum extent required to
comply); provided, however, that Contractor shall provide prompt notice
thereof to Agency so the Agency may use its reasonable efforts to obtain
a protective order or otherwise prevent public disclosure of such
information.  

3.	Notwithstanding the foregoing Confidentiality Provisions, the
Agencies are subject to the Commonwealth’s Public Records Law, M.G.L.
c. 66 §10 and this Contract could be the subject of a public records
request as defined in such section.  The Contractor shall, within one
business day of receiving the request, forward the request to the
Agencies which shall provide direction to the Contractor regarding the
appropriate response to such request and the Contractor shall only
answer the request in conformance with the Agencies’ direction.   

C.	Data Ownership

All information or data collected, maintained or developed by
Contractor, its subcontractors or on behalf of Contractors by the
Inspection Stations in the performance of the Contract shall be the
property of the Commonwealth.  

ARTICLE X.

OWNERSHIP AND USE OF SOFTWARE

A.	The term “software” means all computer programs (in object code
form), together with any existing related scripts, data, documentation
and other information required for the Commonwealth, the Inspection
Stations, or a successor entity to operate the I&M Program upon the
Contract's expiration or termination.  For Article X. F., the term
"software" also shall include source code.

	B.	The development and implementation of the I&M Program could involve
intellectual property derived from four difference sources (1)
third-party software defined as software developed by any third party
and offered for sale or license to the Agencies, the Contractor or its
subcontractor(s) in connection with the with Contract; (2) that
developed by Contractor or its subcontractors for the open market (i.e.
Contractor’s commercial off the shelf (COTS) software); (3) that
developed by Contractor for other individual clients, or for internal
purposes prior to the Effective Date of this Scope of Services and not
delivered to any other client of Contractor’s; and (4) developed by
Contractor specifically for the purposes of fulfilling its obligations
to the Agencies under the terms of this Scope of Services and all other
documents attached to this Scope of Services. Ownership of the first and
second categories of intellectual property is addressed in separate
agreements between the Agencies and the contractors and resellers of
such software. This Article of the Scope of Services addresses
identification of the first and second categories of intellectual
property and ownership rights in the second and third categories of
intellectual property.

	C.	On the attached Contractor Software List, the Contractor has
identified (a) proprietary COTS software defined as software developed
and offered for sale or license on the open market by the Contractor or
its subcontractor(s) that Contract will implement as part of its
performance under this Contract; and (b) third-party COTS software
defined as software developed by any third party and offered for sale or
license to the Agencies, Contractor or its subcontractor(s) in
connection with this Contract.  The Contractor shall update this list
and confirm such update by executing an amendment to this Contract,
whenever it or its subcontractor(s) uses additional third-party or
proprietary software in the performance of the Contract.  The applicable
software licenses for the items identified on the Contractor Software
List are attached to this Contract as Exhibit E. 

	D.	Contractor will retain all right, title and interest in and to all
Property developed by it, i) for clients other than the Commonwealth,
and ii) for internal purposes and not yet delivered to any client,
including all copyright, patent, trade secret, trademark and other
intellectual property rights created by Contractor in connection with
such work (hereinafter the "Contractor Property").  The Agencies
acknowledges that its possession, installation or use of Contractor
Property will not transfer to it any title to such property. 

	The Agencies acknowledges that the Contractor Property contains or
constitutes commercially valuable and proprietary trade secrets of the
Contractor, the development of which involved the expenditure of
substantial time and money and the use of skilled development experts. 
The Agencies acknowledge that the Contractor Property is being disclosed
to the Agencies to be used only as expressly permitted under the terms
this Contract.  The Agencies will take no affirmative steps to disclose
such information to third parties. If a person makes a request pursuant
to the Commonwealth’s Public Records Law, M.G.L. c. 66, § 10, or by
other legal process, the Agencies will promptly notify Contractor within
one business day of receiving the request to disclose such information.

	Except as expressly authorized in the associated Scope of Services, the
Agencies will not copy, modify, distribute or transfer by any means,
display, sublicense, rent, reverse engineer, decompile or disassemble
the Contractor Property.

	Contractor grants to the Agencies a fully-paid, royalty-free,
non-exclusive, non-transferable, worldwide, irrevocable, perpetual,
assignable license to make, have made, use, reproduce, distribute,
modify, publicly display, publicly perform, digitally perform, transmit
and create derivative works based upon the Contractor Property, in any
media now known or hereafter known, but only to the extent reasonably
necessary for the Agencies’ exploitation of the deliverables to be
developed. During the term of the associated Scope of Services and
immediately upon any expiration or termination thereof for any reason,
Contractor will provide to the Agencies the most current copies of any
Contractor Property to which the Agencies have rights pursuant to the
foregoing, including any related documentation.

	Notwithstanding anything contained herein to the contrary, and
notwithstanding the Agencies’ use of the Contractor Property under the
license created herein, Contractor shall have all the rights and
incidents of ownership with respect to the Contractor Property,
including the right to use such property for any purpose whatsoever and
to grant licenses in the same to third parties.

E.	In conformance with the Commonwealth’s Standard Terms and
Conditions, on the date on which the Agencies accept a deliverable under
the terms of this Contract, all of Contractor’s right, title and
interest in all property developed by Contractor under the terms of this
Scope of Services solely for purposes of creating the deliverables
described in this Scope of Services shall pass to and vest in the
Commonwealth, including all copyright, patent, trade secret, trademark
and other intellectual property rights created by Contractor in
connection with such work and any causes of action relating to or based
upon such work (hereinafter the "Commonwealth Property").  Such
Commonwealth Property shall include but not be limited to the Database
developed and delivered to the Agencies as described in Article IV.N.
and all other software not identified on the Software List, including
object code and source code, prepared, developed, improved or acquired
by the Contractor or its subcontractor(s) for use in the I&M Program
shall be the property of the Commonwealth.  Contractor hereby assigns to
the Commonwealth, as of the date on which the Commonwealth accepts
deliverables under this Contract, all ownership and intellectual
property rights that it may now or hereafter possess in the Commonwealth
Property related to such deliverable and all derivative works thereof. 
Such ownership rights include the rights to copy, use, disclose,
publish, or duplicate all such software in any manner and for
Commonwealth purposes without compensation to or approval by the
Contractor.  Contractor also agrees to execute all documents and take
all actions that may be necessary to confirm such rights, including
providing any code used exclusively to develop such deliverables for the
Agencies and the documentation for such code. Contractor acknowledges
that there are currently and that there may be future rights that the
Commonwealth may otherwise become entitled to with respect to
Commonwealth property that does not yet exist, as well as new uses,
media, means and forms of exploitation, current or future technology yet
to be developed, and that Commonwealth specifically intends the
foregoing ownership or rights by the Commonwealth to include all such
now known or unknown uses, media and forms of exploitation.

All such software shall carry the following standard heading on the
front cover, title page, or, in the case of programs, in the title
block:

"PROPERTY OF THE COMMONWEALTH OF MASSACHUSETTS"

With respect to web site development contracts, the Agencies will bear
sole responsibility for registering the software or system domain name
or URL, applying for any trademark registration relating to the software
or system domain name or URL and applying for any copyright registration
related to its copyright ownership with respect to any Commonwealth
Property.

Contractor agrees to take such actions as may be reasonably requested by
the Agencies to evidence the transfer of ownership of or license to
intellectual property rights described in this Contract.

The Agencies, on behalf of the Commonwealth, hereby grant to the
Contractor a fully-paid, royalty-free, non-exclusive, worldwide,
irrevocable, perpetual, assignable license to make, have made, use,
reproduce, distribute, modify, publicly display, publicly perform,
digitally perform, transmit and create derivative works based upon the
Commonwealth Property, in any media now known or hereafter known, but
only to the extent reasonably necessary for the Contractor’s
exploitation of the deliverables to be developed by the Contractor for
third parties.

	F.	All Commonwealth supplied intellectual property, defined as any
software provided by the Commonwealth to the Contractor for its use in
the I&M Program, remains the property of the Commonwealth.  The
Commonwealth hereby grants to the Contractor and its subcontractor(s) an
exclusive, on-transferable, license to use such Commonwealth software
for the sole purposes of meeting Contractor’s performance obligations
under this Contract.  Any use of such Commonwealth software must be
pre-approved by the Agencies in writing.

	G.	Clearances

	Contractor represents and warrants to the Agencies that it has obtained
all rights, grants, assignments, conveyances, licenses, permissions, and
authorizations necessary or incidental to any materials including
software, owned by third parties supplied or specified by it for
incorporation in the deliverables to be developed.

	H.	Third-party Intellectual Property

	If the deliverables contain or will contain any third-party
intellectual property to which the Contractor intends to provide a
sublicense, such sublicenses are attached hereto as Exhibit E.  If the
requirement to utilize sublicensed intellectual property is not known at
the outset of the project, as soon as the requirement becomes known the
Contractor must provide copies of all such sublicense agreements. 
Sublicenses to third-party intellectual property can ONLY be provided
under ITS23 if they are provided at no charge to the Commonwealth.

 

	I. 	Maintenance of Contractor Property.  

		1.	During the term of the Contract, the Contractor shall:

provide maintenance and support for the hardware, software, and
communications lines that are part of the Database and its associated
communications network, including any hardware and software that is
Contractor Property so as to allow access to the Database by the
Agencies;

maintain all hardware Contractor Property up to the current state of
technology.  The hardware and Contractor Property must be maintained in
operable condition and must be supported by the vendor of the component
(or authorized support provider) at all times; 

maintain Contractor Property at current release levels.  This means that
the Agencies expect the Contractor to make regular upgrades to hardware
and Contractor Property over the life of the contract, at no additional
cost to the Commonwealth; and

reimburse the Commonwealth for periodic out of state travel by Agency
employees or designees to out-of-state contractor facilities, as deemed
necessary by either Agency.

		2.	The Contractor shall enter into an escrow agreement that requires
the Contractor to deliver all source and object codes for the software
to the Agencies upon request or upon termination of the contract.  The
Agencies must approve any coding language and development tools used to
create source code that will be delivered to the escrow agent.  The
Contractor may exclude specific proprietary formulas or processes from
the transfer of source code, provided, however, that the Commonwealth
shall be granted unlimited licensing rights to these documented,
executable object codes.  During the term of this Contract or any
extended term, the Contractor shall be subject to acceptance testing for
any revisions to Workstation hardware or software.  The Contractor shall
provide a total of 1,000 hours of software programming for program
improvements requested by the Commonwealth, at no additional cost.  

ARTICLE XI.

MAINTENANCE OF HARDWARE AND SOFTWARE

	 The maintenance of the software and hardware shall be provided by the
Contractor as outlined in its Proposal to the Commonwealth (specifically
Sections 2.3.2, 2.3.3.1, 2.3.5, 2.5.2, 2.5.3.3 & 2.5.8) and in
accordance with the RFR requirements.

ARTICLE XII.

HARDWARE OWNERSHIP AND LOCATION

A.	The Contractor and subcontractors will transfer all of their right,
title and ownership in all hardware used to store and manage the
Database or comparable hardware at the end of this Contract.  If the
Agencies notify the Contractor that it does not intend to acquire
ownership of the hardware or software or assume its lease at the
expiration of this Contract under the terms of this Contract, the
Contractor shall remove such hardware and software that then currently
resides at the Agencies’ premises, at the Contractor’s expense, upon
reasonable notice during Agencies’ normal business hours, within 30
days of the expiration or termination date.  Any transfer of software
licenses to the Commonwealth under this Contract will be pursuant to the
then current terms of the respective software publisher’s license
agreements. The Agencies reserve the right to attempt to negotiate more
favorable license terms with the software publisher than those passed on
to the Agencies by the Contractor. If the Contractor has leased the
equipment provisioned by it under this Contract, the Agencies shall have
the option of acquiring the lease or buying the equipment outright, in
both cases for $1.00.  

The Contractor shall provide its plan for locating all data processing
facilities that will perform any function related to the Program.  This
plan shall specify which data processing facilities shall be located
inside and outside of the Commonwealth.  The equipment located at the
Database facility must be sufficient to perform all of the Inspection
operations of the Database.  This requirement does not prohibit the
Contractor from locating additional Database facilities for other
purposes, including security and disaster recovery.

	B.	Violation of any provision in this Article shall be regarded as a
cause for termination under Article XVI. of the Contract.

C.	Any hardware and software located at the Agencies offices shall
become the property of the Agencies upon termination of the contract
pursuant to the terms of Article XII A.

ARTICLE XIII.

ACQUISITION OF INFORMATION TECHNOLOGY SYSTEMS 

A .  Compliance with Standards 

The Contractor shall ensure that all deliverables, including but not
limited to Workstations, the Database, and training, delivered under
this Contract adhere to (1) the Section 508 Standards for Electronic and
Information Technology Accessibility, 36 C.F.R. §1194, issued under
Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §
794(d)) (the “Section 508 Standards”), and (2) the Web Accessibility
Standards, (the “ITD Standards”) issued by the Commonwealth of
Massachusetts’ Information Technology Division (“ITD”), available
online at  www.mass.gov/itd.  For purposes of this Contract,
Contractor’s obligations pertaining to these standards shall be
limited to those subsections thereof that have been certified by ITD and
the Massachusetts Office on Disability as objective and measurable. Such
subsections shall be posted by ITD at www.mass.gov/itd.  The Section 508
and ITD Standards may be modified from time to time, and the Contractor
is responsible for compliance with the most current version in effect on
the date that the Contractor executes this Contract. 

B.  Training

The Contractor shall coordinate with Agencies in the identification of
all prospective attendees at Contractor training who require
accommodation, and shall cooperate with Agencies in its provision of
such accommodation.  All technical and user documentation and any
additional training material delivered by the Contractor under this
Contract shall include alternative keyboard commands that may be
substituted for mouse commands. Any documentation delivered under this
Contract and wholly owned by the Agencies shall be in an agreed-upon
editable format.  

C.  AT/IT Environment List

Exhibit F. hereto sets forth a list of the specific assistive technology
(AT) (including class, brand, and version) and specific desktop
configuration against which the Contractor’s deliverables will be
tested under this Contract (the “AT/IT Environment List”). 

D.  Software Developed under the Contract  

Prior to commencing any design work under this Contract, the
Contractor’s Project Manager and design professionals shall meet with
Agencies’ project manager to review the Section 508 and  ITD
Standards, and the AT/IT Environment List, and to discuss their impact
on the design process.  

The Contractor shall test every software deliverable delivered under
this Contract, including the custom code created to customize commercial
off the shelf software (COTS) (collectively, “Deliverables”), and
any updates, new releases, versions, upgrades, improvements, bug fixes,
patches or other modifications to the software (“Enhancements”)
developed under this Contract, against Section 508 and ITD Standards,
and for interoperability with the AT and IT environment listed in the
AT/IT Environment list. At the time each such Deliverable or Enhancement
is delivered to Agencies, the Contractor shall deliver to Agencies and
the ITD Accessibility Laboratory (the “ITD ATL”) the results of such
testing.  

In addition, the Contractor shall cooperate with the ITD ATL, and any
Accessibility Testing Vendor engaged by the ITD ATL, or by Agencies
under the supervision of the ITD ATL, in the performance of testing. 
The ITD ATL, any Accessibility Testing Vendor engaged by the ITD ATL, or
by Agencies under the supervision of the ITD ATL, shall test each
Deliverable or Enhancement against the Section 508 and ITD Standards,
and for interoperability with the AT and the IT environment described in
the AT/IT Environment List. The ITD ATL shall certify such deliverables
or Enhancements as compliant with the Section 508 and the ITD Standards,
and interoperable with the AT and environment described in the AT/IT
Environment List.   

The Contractor shall be responsible for curing each instance in which
its deliverables fail to comply with the Section 508 or ITD Standards. 
The Contractor shall use best efforts to cooperate with Agencies, the
ITD ATL, and any pertinent AT vendor to correct any problems identified
during such testing with the interoperability of the Deliverables or
Enhancements with the AT and the IT environment specified in the AT/IT
Environment List. 

The Contractor shall provide a credit against amounts due by Agencies
under this Contract for all testing, including repeat accessibility
testing required with respect to Deliverables or Enhancements that fail
initial testing with respect to the Section 508 or ITD Standards and are
required by the ITD ATL to be retested in that regard. Such credits
shall not exceed 5% the total fees that are anticipated by the
Agencies’ to be remitted to the Contractor under this Contract. 

E.  COTS and ASP Software 

The Contractor shall conduct testing against the Section 508 and ITD
Standards, and for interoperability with the AT and IT environment
listed in the AT/IT Environment list, on all COTS referenced in the
Contractor’s bid that must be acquired by Agencies through another
agreement (such as the Commonwealth’s statewide software reseller
agreement) in order to implement the system to be delivered by the
Contractor under this Contract, and all COTS (including for purposes of
this section COTS configured by the Contractor), or software to be
provided by the Contractor or its subcontractors in their capacity as
application service providers (ASP), delivered under this Contract, and
any Enhancements thereto or new versions thereof, prior to its delivery
to Agencies (collectively, COTS and ASP Software).  The Contractor shall
deliver to both Agencies and the ITD ATL the results of such testing
with each delivery of COTS or ASP Software. 

The Contractor need not conduct such tests for COTS and ASP Software for
which accessibility testing has already been conducted and test results
have already been provided to the ITD ATL.  Instead, the Contractor
shall provide notice to Agencies that such software has already been
certified by the ITD ATL. The notice shall include the name of the
software or Enhancement, and the date the software was so certified.

 The ITD ATL, or any Accessibility Testing Vendor engaged by the ITD
ATL, or by Agencies under the supervision of the ITD ATL, shall test
such software for accessibility against the Section 508 Standards and
the ITD Standards, and for interoperability with the specific AT and the
IT environment set forth in the AT/IT Environment List.  The ITD ATL
shall certify as accessible all software so tested that complies with
the Section 508 Standards and the ITD Standards, and is interoperable
with the AT and the environment specified in the AT/IT Environment List,
and shall maintain a central web-based list of certified software for
use by the Executive Department. 

 The Contractor shall be responsible for curing each instance in which
its deliverables fail to comply with the Section 508 and ITD Standards. 
The Contractor shall use best efforts to cooperate with Agencies, the
ITD ATL, and any pertinent AT vendor to correct any problems identified
during such testing with the interoperability of the Deliverables or
Enhancements with the AT and the IT environment specified in the AT/IT
Environment List. 

The Contractor shall provide a credit against amounts due by Agencies
under this Contract for all testing, including repeat accessibility
testing required with respect to Deliverables or Enhancements that fail
initial testing with respect to the Section 508, ITD Standards and are
required by the ITD ATL to be re-tested in that regard. Such credits
shall not exceed 5% of total fees that are anticipated by the
Agencies’ to be remitted to the Contractor under this Contract.  These
credits are in addition to the credits referenced in subparagraph D.
above. 

The Contractor shall not deliver COTS or ASP software under this
Contract that fails to meet such standards unless it has documented (1)
that it has performed due diligence in seeking accessible alternative
COTS or ASP Software, offering equivalent features and functionality to
the inaccessible COTS or ASP Software, for which the Contractor is or
can readily become a licensed distributor; and (2) the cost of
developing substitute accessible software under this Contract. (Such
documentation need not include reference to any specific competing COTS
or ASP Software and its level of accessibility).  COTS or ASP Software
delivered under this Contract or under another contract with a state
agency in connection with a system delivered under this Contract that
does not meet the Section 508 Standards or the ITD Standards shall be
acceptable if either (1) the software vendor provides a roadmap for
meeting such standards and inter-operating with such AT or (2) the
Agencies seek and obtain a waiver from ITD that it would be an undue
hardship on the Agencies to eschew use of such COTS or ASP Software. 

F.  Maintenance Agreements

Any maintenance agreement entered by the Contractor and Agencies in
connection with the system delivered under this Contract shall require
the Contractor to cooperate with Agencies in its efforts to resolve
interoperability problems that arise during the term of the maintenance
agreement related to the use of such system with specific AT in a
specific IT environment.  

ARTICLE XIV.

SUBCONTRACTING BY CONTRACTOR

A.	In addition to the terms of paragraph 9 of the Terms and Conditions,
the Commonwealth shall not be obligated or bound by any provisions
contained in a subcontract to which it is not a party.

B.	Inspection Station Agreements

1.	The Contractor shall ensure that each Inspection Station has been
duly licensed to administer the Inspections required pursuant to 310 CMR
60.02, as amended from time to time, and 540 CMR 4.00, as amended from
time to time, and ensure that the Inspection Station has paid any and
all licensing fees.

		2.	The Contractor shall enter into an agreement with each Inspection
Station (the “Station Agreement”).  The Station Agreement shall set
forth the terms under which the Contractor shall provide access to the
Database for Inspections and the terms under which Station shall conduct
Inspections.  The Contractor shall submit a model Station Agreement that
satisfies the criteria set forth in subparagraph 3. below to the
Agencies for approval.  The Contractor shall not distribute to the
Stations any Station Agreement until the Agencies have approved the
Station Agreement, which approval shall not unreasonably be withheld.  

3.	The Station Agreement shall clearly communicate to the Inspection
Stations that the Contractor has primary responsibility for
administering their day-to-day participation in the I&M Program.  The
Station Agreement shall include, but not be limited to, the following
requirements: 

the type of Workstation to be installed;

the amount of the installation charge;

the Executive Office of Administration and Finance (A&F)-established
Inspection fee charged to the motorist and the Network Fee paid by the
Inspection Station to the Contractor;

the amount of the monthly fee, if any (including maintenance and
consumables);

no additional fee for diagnostic use of the Workstation;

quality control requirements;

requirements for installation and proper care of the Workstation;

access to the Inspection Station and the Workstation for both the
Contractor and the Commonwealth;

the definition of liabilities;

insurance requirements, including garage keepers’ insurance;

technical and public communications training requirements for
Inspectors;

minimum requirements for public education for the Program and other
environmental or Vehicle safety programs;

clear conditions under which the Contractor may suspend Inspections,
other use of the Workstation, or access to the network;

clear conditions under which the Contractor shall rescind such
suspensions;

an arbitration system to resolve disputes between Inspection Stations
and the Contractor that does not involve the Commonwealth; 

requirements to comply with Vehicle Inspection laws and regulations;

the automatic suspension or termination of the agreement if the
Inspection Station’s Vehicle Inspection license has been suspended; 

any additional requirements necessary to ensure proper Inspections at
Inspection Stations; 

compliance with motor vehicle Inspection laws and regulations;

representations and warranties that the Station meets all duly
established specifications necessary to implement and operate the
Program;

Inspection Station shall perform Inspections using properly calibrated
and correctly functioning Workstations;

Contractor authorization to terminate operations of any Workstation and
to take any other appropriate action if the Contractor or the Agencies
determine that any Workstation is either defective or improperly
operated;

terms under which the Contractor may suspend Inspections, other use of
the Workstation, or access to the Database, and terms for ending such
suspensions;

an indemnification provision holding the Commonwealth harmless against
any personal injuries or breach of contract claims or other claims
brought by any Inspection Station, or its employees, officers or agents,
or any other person, and arising out of the Contract;

procedures for payment of the Network Fee and any Monthly Fee by the
Inspection Station to the Contractor;

the preclusion of discriminatory practices as more particularly
described in Article XX of the Contract;

all Inspectors successfully complete the Inspector training program; 

prohibition against the disclosure of any personal information in
violation of the Driver Privacy Protection Act, 18 U.S.C. § 2721, and
any related state laws;

Contractor may assign the Station Agreement to the Commonwealth; 

each Inspection Station keep all motorist information confidential; and

clear criteria under which the Station either shall (i) allow
installation of the video auditing equipment and require Inspectors to
use such equipment while performing Inspections, or (ii) be in default
of the Station Agreement.

	

	4.	The Contractor shall:

a.	upon notice from the Agencies that an Inspection Station is no longer
authorized to conduct Inspections, prevent such Inspection Station from
conducting Inspections;

b.	require each Inspection Station to follow the Inspection process set
forth in the Test Protocols and the Program Evaluation Plan;

c.	cause each Inspection Station (except for fleet Inspection Stations
as defined at G.L. c.90, §1) to make Inspections available for all
motor vehicles subject to Inspection under the I&M Program for which the
Station is authorized to inspect; 

d.	require each Inspection Station to comply with the Department’s
regulations at 310 CMR 60.02 as amended from time to time, and the
Registry’s regulations at 540 CMR 4.00 as amended from time to time;
and

e.	prohibit Inspections at a Station until the applicable acceptance
test procedures for the Station have been completed successfully.

5.	Nothing in the Contract shall limit the right of the Contractor to
terminate the participation of any Inspection Station upon failure of
the Inspection Station to make payments as required in the Station
Agreement.

C.	Workstation and Dynamometer Removal.

1.	The Contractor shall offer to remove from Stations that are to remain
in the Program after October 1, 2008, unwanted current Workstations and
Dynamometers by January 1, 2009.  The Contractor shall use its best
efforts to remove additional current Workstations and Dynamometers, at
additional cost, prior to January 31, 2009.  The Contractor shall remove
the first 1200 Dynamometers at no cost.  The Agencies shall pay the
Contractor the sum of $1,095 for each Dynamometer removed in excess of
1200 (the "Excess Dynamometers").  The Contractor shall invoice the
Agencies for any Excess Dynamometers once all Excess Dynamometers have
been removed by the Contractor.  Notwithstanding any provision to the
contrary the Agencies shall pay such amounts from the fund established
pursuant to Article XXIII. below.

2.	The Contractor shall submit a plan for Agencies’ approval,
consistent with its Response, detailing how it plans to properly remove,
recycle or dispose of the current Workstations and Dynamometers,
including the facilities accepting the Dynamometers and current
Workstations (or major components thereof) for recycling and disposal. 
The work shall be in compliance with applicable building codes,
including, but not limited to, structural, electrical, plumbing, and
utility requirements.  The Contractor shall be responsible solely for
disconnection of the utilities from, and the removal of, the
Dynamometers and current Workstations.

3.	The Contractor’s plan shall stipulate that Stations opting for this
service must be enrolled by August 1, 2008, to ensure removal by
January 1, 2009.  The Contractor shall be responsible for completing
this service by January 1, 2009 for the first 1,200 Stations enrolled as
of such enrollment deadline.  

4.	The Contractor’s plan shall stipulate that the Contractor enter
into an agreement with each Inspection Station enrolling for dynamometer
removal (“Removal Agreement”).  The Contractor shall submit a model
Removal Agreement to the Agencies for approval as part of its plan.  The
Contractor shall not distribute to the Stations any Removal Agreement
until the Agencies have approved the Removal Agreement, which approval
shall not unreasonably be withheld. 

5.	The Contractor shall not be responsible for relocation of the
Workstation or Dynamometer to another bay in the Station, but may offer
this service.  The cost of this service shall not be included in the
contract, and shall be borne by the Station.

ARTICLE XV.

CHANGES

A.	The Agencies, by a Change Order from the Commissioner of the
Department, or his/her designee, and the Registrar of the Registry, or
his/her designee, may make changes within the general scope of the
Contract concerning any one or more of the following:

1.	The description of the services to be performed;

2.	The time of performance;

3.	The place of performance of the services; and/or 

Technical specifications.

B.	If the Contractor believes that the Agencies’ actions or inactions
have caused changes within the scope of the Contract, and the Agencies
have not implemented such changes by issuing a Change Order, the
Contractor shall send written notification to the Agencies of the change
together with an estimate of the equitable adjustment that would be
required for performance of the changed work and unchanged work affected
by the change.  The Contractor shall thereafter submit a request for
equitable adjustment to the Agencies, which shall specify the cost of
and time required to perform the changed work, and any effect of the
change on unchanged work.  The request for equitable adjustment may, but
need not be, submitted together with the Contractor’s notification of
a change under this paragraph B.  The Agencies shall notify the
Contractor promptly after receiving the notification of the change and
estimate of the equitable adjustment whether the Contractor should
proceed with the work as changed.  The Agencies will direct the
Contractor to proceed with the changed work by issuing a Change Order.

C.	If any such Change Order causes an increase or decrease in the cost
of or time required for the performance of any part of the work under
the Contract, the parties shall negotiate an equitable adjustment to the
Contract price or the time required as necessary to perform the work
affected by the change.  If the parties cannot agree on the equitable
adjustment, the Agencies may establish the equitable adjustment
unilaterally.  Nothing in this Article shall excuse the Contractor from
proceeding with the work under the Contract and any Change Order.

D.	Except for (i) a Change Order issued by the Agencies in accordance
with this Article, or (ii) a change arising from the Agencies' actions
or inactions under paragraph B above,  no amendment to the Contract
shall be effective unless it is in writing, has been duly executed by
both parties and has been filed with and approved by the State
Comptroller's Office pursuant to paragraph 15 of the Terms and
Conditions.

Contractor’s Claim

1.	The Contractor may elect to send written notification (“Claim”)
to the Agencies that it is proceeding with the Change Order under
protest, along with a request for an equitable adjustment based upon the
actual costs and/or additional time incurred due to such Change Order. 
The Contractor shall use its best efforts to submit a Claim and a
request for an equitable adjustment under this Article within 120 days
from the date of receipt of the Change Order.  Unless the Commonwealth
is prejudiced, the Agencies shall receive and act upon a Claim submitted
for equitable adjustment before final payment of the Contract.

2.	The Agencies shall furnish the Contractor with a final determination
on its Claim within 90 days from receipt of such Claim.  The Agencies’
failure to issue a final determination shall be considered a denial of
the Contractor’s Claim.  Disputes as to the final determination shall
be governed by Article XXI (Disputes).

ARTICLE XVI.

TERMINATION

	If the Commonwealth terminates the Contract pursuant to this Article
XVI, the Commonwealth's goal shall either be to discontinue the I&M
Program developed and implemented pursuant to the Contract or to
continue the I&M Program with another entity.  All termination
provisions shall be construed in accordance with these goals.

A.	Termination Without Cause

1.	The Commonwealth may terminate the Contract without cause by
delivering a written notice to the Contractor at least 90 days prior to
the effective date of such termination.  If the Contract is terminated
by the Commonwealth pursuant to this paragraph, the Commonwealth shall
pay, subject to appropriation, to the Contractor, in addition to any
amounts otherwise due under the Contract, costs incurred for performance
under the Contract prior to the effective date of termination, to the
extent not already compensated.  In addition, the Commonwealth shall
pay, subject to appropriation, to the Contractor its termination costs,
which shall include reasonable demobilization costs and the Contractor's
costs to cover all properly documented claims and expenses of its
consultants, subcontractors, and suppliers, directly attributable to or
resulting from the termination.  The Commonwealth shall have the right
to verify or negotiate the final amounts paid.  The Contractor shall
mitigate any costs and damages.  

2.	Neither the Contractor nor its consultants, subcontractors or
suppliers shall be entitled to lost profits on work not performed or
services not provided due to such termination.  Notwithstanding anything
to the contrary, the Commonwealth shall not be responsible or liable to
the Contractor for any claims brought by its consultants, subcontractors
or suppliers arising out of termination except to the extent such claims
are covered by paragraph A. 1. above.

3.	Except for payments under Article XV. (Changes) and payments for work
not terminated, payment by the Commonwealth hereunder shall be
considered full and final compensation to the Contractor under the
Contract.  Any expenditure or other payment obligations of the
Commonwealth that arise under the Contract, other than payments to be
made from revenues collected in accordance with the terms of the
Contract, shall be subject to appropriation.

B.	Termination for Cause

1.	Notwithstanding the foregoing, the Agencies may terminate the
Contract for cause, if the Contractor:

a.	files for bankruptcy, is adjudged bankrupt, is subject to an
involuntary bankruptcy filing, or makes a general assignment for the
benefit of its creditors;

b.	appoints a receiver or a trustee to administer the Contractor's
property;

c.	abandons all or a part of the work under the Contract; 

d.	assigns the Contract or claims thereunder, except for payments
assigned to any third party as otherwise allowed under the Contract,
without the prior written consent of the Agencies (which consent shall
not be unreasonably withheld);

e.	is indicted on criminal charges that jeopardizes performance of the
Contract; 

f.	participates in fraudulent activities that jeopardizes performance of
the Contract; or

g.	fails or refuses to perform one or more of its material obligations
under the Contract, including obligations pursuant to Article XX;
provided, however, that the Agencies provide the Contractor with 60
day’s notice of said breach, with an opportunity to cure, and
Contractor fails to cure said breach during the said 60-day period.

2.	Upon the effective date of a termination for cause, the Agencies may:

a.	require the Contractor to discontinue all work, or any part thereof,
and the Contractor shall discontinue all work, or any part thereof;

b.	complete the work, or any part thereof, and charge the
Commonwealth’s costs of completing the work, or any part thereof, to
the Contractor; and/or

c.	opt to acquire all or a portion of the I&M Assets.

3.	Payments on Account of Termination for Cause

			

a.	Upon termination of the Contract for cause, the Contractor shall pay
the Commonwealth the lesser of (i) the damages sustained by the
Commonwealth on account of the termination, or (ii) a termination
penalty of $1 million.

b.	The Commonwealth may deduct the amount due from the Contractor from
the Contractor’s Fees under the Contract through the effective date of
the termination.  If such Contractor’s Fees and payments under
paragraph (B)(3)a are insufficient to cover the amount due the
Commonwealth as provided above, the Commonwealth may bring a claim for
damages against the Contractor.  

C.	Exercise of Option to Acquire I&M Assets

1.	Upon the Agencies’ decision to terminate the Contract pursuant to
this Article, the Agencies shall have the option, subject to
appropriation, to acquire any or all of the I&M Assets.  

2.	The Agencies may exercise their option by sending the Contractor
written notice along with their notice terminating the Contract.  

D.	Valuation of I&M Assets

1.	The I&M Assets shall be acquired at their Book Value as reflected in
the Contractor’s books and records, plus any costs of relocating the
I&M Assets as the Agencies may direct.  The Contractor shall provide to
the Commonwealth annually a list of the I&M Assets with the original
purchase price of each asset and the depreciation schedule for each
asset. 

2.	If the parties disagree on the Book Value of the I&M Assets, the
Agencies may provide a final written determination to the Contractor
stating the amount the Agencies deem to be the Book Value of the I&M
Assets.  The Agencies shall pay, subject to appropriation, the
Contractor, at a minimum, the amount the Agencies determine to be the
Book Value of the I&M Assets, as provided above.  Such a payment shall
not be deemed to be an accord and satisfaction as to the value of the
I&M Assets.  If the Book Value is determined pursuant to Article XXVIII
(Disputes), the Agencies also shall pay, subject to appropriation, the
Contractor the difference between the Agencies’ determination of Book
Value and the Book Value as determined pursuant to such Article.

E.	Transfer of I&M Assets

1.	The Contractor shall transfer forthwith all I&M Assets to the
Succeeding Entity or the Commonwealth within the time frame directed by
the Agencies and in the same condition as such I&M Assets were in during
the last three months preceding termination of the Contract save for
ordinary wear and tear.

2.	Notwithstanding any dispute resolution or pending court proceeding or
any disagreement regarding the valuation of the I&M Assets, the
Contractor shall not cause any delay in the transfer of any of the I&M
Assets to the Commonwealth.  Furthermore, upon the expiration of the
Contract or upon the Commonwealth’s exercise of its Option to Acquire
the I&M Assets, the Contractor shall transfer ownership of the I&M
Assets to the Agencies.

ARTICLE XVII.

WARRANTIES

A.	Each party warrants that it has the requisite legal authority to
enter into the Contract, and acknowledges that the other party is acting
in reliance on such warranty, and will suffer damages in the event that
such warranty is breached.  

	B.	The Contractor hereby assigns to the Commonwealth any and all
express and implied warranties, including implied warranties of
merchantability and fitness for a particular purpose, that are furnished
by its vendors or manufacturers in connection with the Contractor’s
performance obligations under this Contract.  The Commonwealth shall
provide written notice to the Contractor of warranty claims during the
warranty period.

	C.	The Contractor represents and warrants that software and hardware
supplied pursuant to the Contract, when used in combination with other
information technology, shall process accurately date/time data if the
other information technology properly exchanges date/time data with it. 
This warranty shall survive the expiration or termination of the
Contract.

	D.	The Contractor makes the following warranties with respect to any
deliverables delivered under this Contract:  (1) the Contractor’s
services shall be performed in a professional and workmanlike manner and
in accordance with the specifications and description of services as set
forth in the Contract; (2) the deliverables will substantially conform
with the deliverable descriptions set forth in this Contract and any
related Task Order;  (3) all media on which the Contractor provides any
software under this Contract shall be free from defects; and (4) all
software delivered by the Contractor under this Contract shall be free
of Trojan horses, back doors, and other malicious code.

ARTICLE XVIII.

INSURANCE

A.	The Contractor shall at all times during the term of the Contract
maintain in full force and effect the insurance policies required by
this Article.  The Contractor annually shall provide to the Agencies
evidence of the required insurance coverage and upon the Agencies’
request shall provide certified true copies of any and all of the
policies of insurance.

B.	Except as provided in Article XX (Affirmative Action and Minority
Business Enterprise Requirements), the Contractor shall not commence
work under the Contract until the insurance required under the Contract
has been obtained, nor permit any subcontractor(s) to perform work under
the Contract until the insurance required under the Contract has been
obtained.  

C.	Insurance requirements for businesses performing installation
services (i.e. installation of Workstations at Inspection Stations)
shall be mutually agreed between the Agencies and the Contractor.

D.	All insurance policies required by this Article shall:

1.	Name the Commonwealth as an additional insured;

2.	Contain provisions or endorsements necessary to assure coverage of
claims by one insured against another;

3.	Contain endorsements providing that the Contractor's policies shall
be primary to all other insurance that may be available to the
Commonwealth for liability arising out of or resulting from the
Contractor's operations under the Contract;

4.	Be issued by reputable insurers authorized to issue such policy or
policies in the Commonwealth of Massachusetts; and 

5.	Provide that the insurer will be responsible for giving immediate and
written notice to the Commonwealth in the event of cancellation or
material modification of the insurance policy by either the insurance
carrier or the Contractor, at least sixty days prior to any such
cancellation or modification.

E.	The limits of liability set forth below may be provided solely by
individual policies or in combination with an umbrella liability
insurance policy, which provides coverage at least as broad as the
individual underlying policies.  If an umbrella policy is purchased,
each of the policies specified below shall be listed as underlying
coverage in the umbrella policy.  The Contractor shall purchase and
maintain during the life of the Contract the following insurance:

1.	Workers' Compensation.  The Contractor and all subcontractors
performing services on the Contract shall maintain workers' compensation
insurance as required by the laws of the Commonwealth.  The Contractor
also shall include employer's liability coverage with a minimum limit of
five hundred thousand ($500,000) dollars.

2.	Comprehensive General Liability Insurance.  The Contractor shall
maintain general liability insurance with limits of not less than ten
million ($10,000,000) dollars per occurrence and fifteen million
($15,000,000) dollars aggregate for personal or bodily injuries, and ten
million ($10,000,000) dollars per occurrence and aggregate for property
damage.  Alternatively, the Contractor may furnish a combined single
limit per occurrence of fifteen million ($15,000,000) dollars with a
combined aggregate of twenty million ($20,000,000) dollars which shall
include, but not be limited to, comprehensive broad form endorsement
covering the following:

a.	all premises and operations;

b.	products/completed operations;

c.	independent contractors;

d.	contractual liability covering oral or written contracts or
agreements, including the Contract;

e.	additional interests of employees;

f.	extended definition of bodily injury;

g.	personal injury coverage (hazards A, B, and C) with no exclusions for
liability assumed contractually or injury sustained by employees of the
Contractor; and

h.	broad form property damage.

3.	Comprehensive Business Automobile Liability Insurance.  

a.	The Contractor shall maintain comprehensive business automobile
liability insurance covering the use of any motor vehicle to be used in
conjunction with the Contract, including hired automobiles and non-owned
automobiles, with the following minimum limits:

i.	one million ($1,000,000) dollars bodily injury each person;

ii.	two million ($2,000,000) dollars bodily injury each occurrence; and

iii.	one million ($1,000,000) dollars property damage each occurrence.

b.	Alternatively, the Contractor may furnish a combined limit of three
million ($3,000,000) dollars for each occurrence.  Notwithstanding the
foregoing, any furnished automobile liability policy must contain an
endorsement providing coverage for loading and unloading of any motor
vehicle. 

ARTICLE XIX.

SURETY BONDS

	Before the start of mandatory Inspections under the Contract, the
Contractor shall furnish the Commonwealth, on forms satisfactory to the
Agencies approval of which shall not unreasonably be withheld, two
payment bonds, pursuant to which the Contractor and a Surety licensed to
do business in the Commonwealth shall be jointly and severally liable
for (1) the penal sum of $130,000.00, to cover the Contractor’s
payment of Network Fees due to the Commonwealth under the Contract,
Contractor shall maintain a bond in place through the Term, any extended
term of this Contract, and including the additional period set forth in
Article XXII. E.-F ; and (2) the penal sum of $1,000,000.00 to cover the
costs of termination of the Contract, Contractor shall maintain a bond
in place through the Term and any extended term of this Contract.  In
the alternative, the Contractor may provide the Agencies with
alternative security in the form of escrow funds or letters of credit in
a form acceptable to the Agencies in the full amount required under
either or both of items (1) and (2) above.

ARTICLE XX.

AFFIRMATIVE ACTION & MINORITY

BUSINESS ENTERPRISE REQUIREMENTS

A.	Affirmative Action

1.	The Contractor shall comply with all applicable federal and state
statutes, rules, and regulations prohibiting discrimination in
employment, including, but not limited to: the Americans with
Disabilities Act, 42 U.S.C. § 12101, 28 CFR Part 35; 29 U.S.C. § 791,
et seq.; Executive Orders 227, 246 and 390; G.L. c.151B; and G.L. c.272,
§§ 92A and 98, and any amendments to these provisions.

2.	Pursuant to Executive Orders 227 and 246, the Contractor shall take
affirmative actions to eliminate the patterns and practices of
discrimination and shall provide written notice of its
non-discrimination obligations to any labor association with which it
has an employment agreement.  The Contractor agrees that neither it nor
any subcontractor shall discriminate against any qualified employee
engaged in the performance of work under the Contract or any applicant
for employment, because of race, color, national origin, ancestry, age,
sex, religion or handicap.  This provision shall include but not be
limited to employment, upgrading, demotion, transfer, recruitment,
advertisement, layoff or termination, rates of pay or other forms of
compensation and selection for training, including apprenticeship.  

3.	The Contractor shall submit to the Agencies the employment records
required to ensure compliance with its Affirmative Action Policy
attached hereto.

B.	Affirmative Market Plan

1.	The Contractor shall take affirmative steps to utilize certified
small businesses, certified minority and women-owned businesses, and
businesses or firms owned or controlled by socially or economically
disadvantaged or disabled persons, as sources of supplies and
subcontracted services.  Specifically, the Contractor shall subcontract
a minimum of 10 percent of the total Contract value to minority and
women owned business enterprises ("M/WBEs") duly certified by the State
Office of Minority and Women Business Administration.  For purposes of
this Article, the total Contract value shall equal the Contractor's
development costs and the Contractor's expense projections, determined
to be $33,680,000.00.

2.	Neither the Contractor nor any contractor or subcontractor shall
perform work designated for a named M/WBE firm on the Subcontractor
Identification Form and/or a signed Letter of Intent, without the prior
written approval of the Agencies.

C.	Affirmative Market Plan Waiver

1.	If the Contractor for reasons beyond its control cannot comply with
the M/WBE requirements of the Contract, it must submit to the Agencies a
written statement describing the reasons for its inability to comply and
shall describe the methods it will undertake to ensure that it complies
with the M/WBE requirements to the extent possible.  

2.	In addition, the Contractor shall furnish the Agencies with the
following:

a.	the name, address and telephone numbers of every M/WBE firm
contacted;

b.	the name and title of every individual contacted at each M/WBE firm;

c.	the description of the scope of work to be performed under the
Contract; 

d.	an explanation concerning what efforts were made to reach an
agreement on a competitive price; and

e.	a duly executed Request for Waiver Form.

3.	The Contractor shall not refuse to or otherwise terminate its use of
an M/WBE subcontractor if such M/WBE subcontractor is unable to obtain a
performance or payment bond, or is unable to obtain the insurance
coverage specified in Article XVIII, with the exception of worker's
compensation insurance.

D.	If the Contractor violates this Article, the Agencies may:

1.	Subject to paragraph (E) 5 of Article VI, suspend payments to the
Contractor equal to the amount that should have been performed by an
M/WBE subcontractor designated on the Subcontractor Identification Form;


2.	Require specific performance of the Contractor's obligation to use an
M/WBE subcontractor to perform work as designated in the Subcontractor
Identification Form and/or Letter of Intent; and/or

3.	Terminate the Contract under Article XVI, for the Contractor’s
failure to comply with its Affirmative Market Plan.

ARTICLE XXI.

DISPUTES

A.	Any and all disputes arising out of or relating to the performance of
the Contract, and to the parties’ relative obligations hereunder,
shall be resolved pursuant to this Article.  Except as provided below,
all disputes shall be reduced to writing and submitted to the other
party in a good faith attempt to resolve the dispute amicably.  For 30
calendar days after submission of a dispute to the other party, neither
party shall file an action in a court, such time being reserved for the
parties to work together to resolve the dispute.

B.	In addition to any remedies the parties might have at law or in
equity, an action may be brought in a court of competent jurisdiction in
the Commonwealth of Massachusetts (i) by the Contractor to appeal the
Agencies’ final determination; or (ii) by either party concerning any
other unresolved dispute.  Failure by either party to file a court
action within one year (i) of the Agencies’ issuance of a final
determination; or (ii) of the conclusion of the 30 day period described
above, shall result in the waiver of the claim.

ARTICLE XXII.

TRANSITION

A.	Data, software and hardware

1.	Not later than six (6) months prior to the end of this Contract
(including any extension), the Contractor shall provide the Agencies
with a then-current list of: 

All data collected, maintained or developed in the performance of the
Contract;

All proprietary software, modified proprietary software, third-party
software and all other software, including object codes and source
codes, prepared, developed, improved or acquired by the Contractor or
its subcontractor(s) for use in the I&M Program;

 

All hardware used to store and manage the Database; and

All I&M Assets.

2.	Commencing 180 days prior to the end of the Term of the Contract, the
Contractor and the Agencies shall confer at least monthly to update the
lists identified in Paragraph A.1 above and to develop a detailed plan
to manage, maintain, store, and/or deliver to the Commonwealth at the
end of the Contract such data, software (including licenses), hardware
and I&M Assets.  The parties shall cooperate to the maximum extent
practicable with the development and implementation of such plan.  If
the Parties fail to reach agreement concerning the management,
maintenance, storage and/or delivery of the data and software, the
Contractor shall, within sixty (60) days after the end of the Contract
(including any extension), deliver the data and software to a
location(s) within the Commonwealth, in a form or format, and by a
medium as specified by the Agencies.  The Agencies shall provide the
Contractor with written notice of such location(s), form/format and
medium on or before thirty (30) days after the end of the Contract
(including any extension).  In the event the Parties fail to reach
agreement concerning the management, maintenance, storage and/or
delivery of the hardware and I&M Assets, the Contractor shall, within
sixty (60) days after the end of the Contract (including any extension),
deliver the hardware and I&M Assets to a location(s) within the
Commonwealth specified by the Agencies.  The Agencies shall provide the
Contractor with written notice of such location(s) on or before thirty
(30) days after the end of the Contract (including any extension).   

B.	Data and Reporting Requirements.  All data and reporting requirements
of the Contract shall continue beyond the last day of the Contract until
all information and data required under the Contract has been submitted
to the Agencies by the Contractor, including information and data for
the final month of the Contract.

C.	All Security Funds, Bonds, or alternative security provided under
Article XIX. not withdrawn prior to the expiration or termination of the
Contract pursuant to any duly established Security Fund Escrow Agreement
or Letter of Credit shall remain in escrow in accordance with said
Agreement to ensure the Commonwealth access to funds in the event that:

1.	the Contractor fails to comply with Article IX (Ownership and Use of
Data), Article X (Ownership and Use of Software), Article XI (Hardware
Ownership and Location) or Article XVI(F) (Transfer of I&M Assets) of
the Contract and the Commonwealth incurs costs or damages as a result of
such failure; or

2.	 the Contractor owes the Commonwealth funds following the expiration
or termination of the Contract based upon, without limitation, the
following:

Reconciliation of the Contractor’s Fee to ensure that the
Contractor’s Fee paid by the Commonwealth under the Contract equals
the total number of Inspections recorded in ALARS times the applicable
Contractor’s Fee;

Reconciliation of consumables, Inspection stickers and training
materials;

Liquidated Damages; and

Failure of the Contractor to refund unused authorizations to Stations.

	D.	The Agencies may provide the Contractor with written notice of costs
or damages incurred as a result of the Contractor’s failure to comply
with provisions more particularly described in Paragraph C.1. above. 
Such notice shall state the amount of costs or damages incurred or funds
owed and the reason(s) therefore. 

	E.	Except as provided in Paragraph F. below, all funds not the subject
of a written notice under Paragraph D. above or under Paragraph 2 of
Article VII of the Contract shall be disbursed to the Contractor no
later than 120 days following the expiration or termination of the
Contract.  

	F.	Notwithstanding Paragraph E. above, unless such funds are the
subject of a written notice under Paragraph D above or under Paragraph 2
of Article VII of the Contract, funds in the amount of $130,000 shall
continue to be withheld beyond 120 days following the expiration or
termination of the Contract, and shall be disbursed 120 days following
the Contractor’s submission to the Agencies of the document entitled
“Final Reconciliation Data and Information,” which consists of the
data and information necessary to conduct a final reconciliation of the
Contract.   

	G.	Nothing in this Article shall be construed or operate as barring,
diminishing, adjudicating or in any way affecting any legal or equitable
right of the Commonwealth to pursue any claim, action, suit, cause of
action, or demand which the Commonwealth may have with respect to the
Contract.

ARTICLE XXIII.

PROGRAM ENHANCEMENTS

	A.	At the Agencies’ discretion and direction, the Agencies may make
funds, in addition to the Contractor’s per Inspection fee, available
to the Contractor, for the Contractor:

		1.	to investigate or otherwise implement new OBD technologies in the
later years (3-5) of the Contract.  The Agencies may direct the
Contractor to (1) investigate and evaluate implementation of new OBD
technologies; (2) implement a pilot program to demonstrate OBD
technologies; (3) provide additional services related to new OBD
technologies including implementation beyond a pilot program, subject to
a later price negotiation; or (4) use the funds for other emerging OBD
technology Program needs;

		2.	to develop specific communications plans to be approved by the
Agencies;

		3.	in cooperation with the Agencies, provide a pilot program to
evaluate the feasibility of using cameras in covert vehicles;

		4.	to remove Excess Dynamometers;

		5.	to provide additional Workstation and Database software programming
beyond what is required of the Contractor pursuant to this Contract; and

		6	to provide any other service within the scope of the RFR, but not
covered by this Scope of Services.

	B.	The Agencies shall identify and reserve $.10 per inspection from the
Commonwealth’s portion of the inspection fee as deposited to the trust
established pursuant to M.G.L. c. 10, §61.  In addition to the
Agencies’ general authority to make expenditures from the trust for
purposes associated with the motor vehicle inspection program, the
Agencies may, in their sole discretion, allocate such reserved monies as
identified in the first sentence of this paragraph from the trust for
the specific purpose of compensating the Contractor or other entity for
any activities set forth above that the Agencies direct the Contractor
to undertake, which the Agencies determine to be in the best interests
of the I&M Program and the Commonwealth.

	C.	The Contractor shall only provide the additional services and work
as directed by the Agencies above, pursuant to the terms of a change
order for each additional task or activity, in accordance with Article
XV. (Changes).    

ARTICLE XXIV.

MISCELLANEOUS PROVISIONS

A.	Prohibition Against Political Activity and Anti-Boycott Warranty

1.	The Contractor shall not make any contributions nor render any
services under the Contract for any partisan political activity or to
further the election or defeat of any candidate for public office to the
extent not permitted by law.

2.	In addition, in accordance with Executive Order No. 130, the
Contractor warrants, represents and agrees that, during the time the
Contract is in effect, neither it nor any affiliated company, as
hereafter defined, participates in or cooperates with an international
boycott, as defined in Section 999(b)(3) and (4) of the Internal Revenue
Code of 1954, as amended, or engages in conduct declared to be unlawful
by G. L. c. 151E, § 2.  

3.	If there shall be a breach in the warranty, representation and
agreement contained in this Article, then without limiting such other
rights as it may have, the Commonwealth shall be entitled to terminate
the Contract for cause.  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.

B.	Limitation on Other Business Activities.  The Contractor, its
officers and employees, and any parent, subsidiary or affiliated
companies, shall not own any Inspection Station in the Commonwealth or
engage in the Inspection of motor vehicles in the Commonwealth except as
expressly authorized pursuant to the Contract.

C.	Third Party Reliance.  No persons other than Parties to the Contract
may rely on the Contract for rights, responsibilities, causes of action
or for any other purpose.     

D.	Non-Disclosure.  The Contractor or its subcontractors shall not
disclose any personal information in violation of the Driver Privacy
Protection Act, 18 U.S.C. §2721, or any related state laws.

E.	Contract Officers and Notice

1.	Any notices, including any approval, conditional approval or
rejection of any plan, procedure, protocol, report, specification, test
result and other material required or permitted under the Contract from
the Commonwealth or the Agencies shall be executed by both of the
Contract Officers one of whom shall be a duly authorized representative
of the Registry and the other of whom shall be a duly authorized
representative of the Department.  Any plan, procedure, protocol,
report, specification, test result and other material submitted by the
Contractor to the Agencies for approval shall be submitted to the
Agencies in accordance with paragraph 2. below.

2.	All notices required under the Contract shall be in writing and shall
be deemed sufficiently served if served by registered or certified mail
as follows:

To the Agencies and/or Commonwealth:	

	

Department of Environmental Protection		Registry of Motor Vehicles

One Winter Street					P.O. Box 55892

Boston, MA 02108					Boston, MA 02205-5892

Attn: Nancy L. Seidman				Attn:  Colleen J. Ogilvie

To the Contractor:

Parsons						Parsons

980 9th Street, Suite 2350				3100 Princeton Pike

Sacramento, CA 95814				Building 2

Attn: Bill Millhone					Lawrenceville, NJ 08648

Fax: (916) 414-1450					Attn: Peter Marrocco

Fax: (905) 944-8977

3.	Each party authorizes the other to rely in connection with their
respective rights and obligations under the Contract upon approval by
the persons named above, or their respective successors or assigns in
substitution or addition hereto by notice in writing to the party so
relying.  Any party may change its address for the purpose of receipt of
notices by providing written notice to the other Parties in accordance
with this Article.

	F.	Contractor Certifications.  The Contractor certifies, under the
pains and penalties of perjury, that it is in compliance with each of
the following:

	1.	Disclosure of Persons with Financial Interest.  The Corporate
Certificate concerning Disclosure of Persons with Financial Interest is
attached hereto.

	2.	Executive Order 350.  The Contractor hereby certifies that it shall
engage, and shall cause each Station to participate, in the pollution
prevention and resource conservation measures as required by Executive
Order 350.

	G.	Limitation of Liability.  Notwithstanding anything to the contrary,
neither party shall be liable to the other for special, incidental,
indirect, or consequential damages.

H.	Audits of the Contractor.  The Commonwealth may audit the
Contractor’s performance of its duties and responsibilities under the
Contract at any reasonable time.  Such audits may include verification
of the number of Inspections performed and Network Fees collected from
the Inspection Stations.  The Contractor shall cooperate to the maximum
extent practicable with such audits.

I.	Reports.  Notwithstanding anything to the contrary, for any report
required by the terms of this Contract, the Parties acting through the
Contract Officers may, by mutual consent, adjust the frequency and
format of any reports due to the Agencies.  Any mutually agreed upon
changes to the frequency and format of any reports due to the Agencies
under this subparagraph may be implemented by the Contractor without a
Contract amendment or Change Order (Article XV.) to this Contract.

J.	Definitions.  The Defined Terms set forth in the RFR are hereby
incorporated by reference and made part of this Contract.  In addition,
the following terms have the following meanings:

	1.  “Business Day” unless otherwise specified, means the days of
the week Monday through Friday inclusive.  The term Business Day when
used in connection with a timeframe applicable to the Agencies review of
any deliverable that requires the Agencies’ Approval (Article V.)
shall not include Legal Holidays. 

	2.  “Legal Holiday” means the following days:  New Year’s Day,
Martin Luther King Day, President’s Day, Evacuation Day, Patriot’s
Day, Memorial Day, Bunker Hill Day, Independence Day, Labor Day,
Columbus Day, Veteran’s Day, Thanksgiving Day, and Christmas Day. 

K.	Media Contacts.  The Contractor shall refer all inquiries concerning
the Commonwealth’s I&M Program from any member of the media to the
Agencies’ Contract Officers.  The Contractor shall neither initiate
any contact with nor respond to any inquiry from any member of the media
concerning any aspect of the Commonwealth’s I&M Program without prior
authorization from the Agencies’ Contract Officers.

L.	Letter of Credit.  Any letter of credit established by the Contractor
pursuant to the terms of this Contract shall: (1) be in a form
acceptable to the Agencies, (2) include provisions indicating all costs
related to the letter of credit shall be born solely by the Contractor,
and (3) be issued by an entity which has the authority to issue letters
of credit and whose letter-of-credit operations are regulated and
examined by the Massachusetts Commissioner of Banking, or the
institution shall be a national bank.          

(The remainder of this page is intentionally left blank.)

ARTICLE XXV.	

SCOPE OF SERVICES SIGNATURES

The parties, the Commonwealth by the Commissioner of the Department of
Environmental Protection and the Registrar of the Registry of Motor
Vehicles, neither of whom incur any personal liability by reason of the
execution hereof or anything herein contained, set their hands and seals
to this Scope of Services, on the last day and year so indicated.

COMMONWEALTH OF MASSACHUSETTS

by its Department of Environmental Protection	and by its Registry of
Motor Vehicles

 

___________________________			________________________

 Laurie Burt, Commissioner				Catherine A. Keyes, Chief Deputy Registrar

Dated:



PARSONS COMMERCIAL TECHNOLOGY GROUP INC, (“CONTRACTOR”)

by: ________________________ date: ____________

its: ________________________ 	

CORPORATION CERTIFICATE

Pursuant to the By-Laws of the Corporation, Peter Marrocco has been duly
granted the appropriate authority to bind the Company and to execute and
deliver in its name, and on its behalf, bids, contracts, bonds,
agreements and other documents related to the contract with the
Commonwealth of Massachusetts, through its Department of Environmental
Protection and its Registry of Motor Vehicles for the implementation of
an enhanced vehicle emissions inspection and maintenance program for the
Commonwealth of Massachusetts and affix its corporate seal thereto, and
such execution of any contract or obligation in this company's name or
on its behalf by such Vice President of the company shall be valid and
binding upon said Corporation.

I hereby certify that I am the Assistant Secretary of said Corporation,
that Peter Marrocco is the duly elected Vice President of said company,
and that the above vote has not been amended or rescinded and remains in
full force and effect as of the date of the Contract.

							

					A true copy, attest, 

					_____________________

					Assistant Secretary

					Place of business: _____________________

							      _____________________

					

					Corporate seal:

SWORN TO AND SUBSCRIBED BEFORE ME THIS ____ DAY OF _________, 2008.

							_____________________

							Notary Public

							My Commission Expires ______________

For Attachments and Additional Documentation for the Contract with
Parsons;

Exhibits A through H

Exh A - Website Emission Test Stats Lookup Specs 1-16-08 Final

Exh A - App A -  DTC Names and Categories 1-16-08 Final

Exh B - Implementation Plan vs 10 1-15-08

Exh C - Reports etc 1-16-08 Final

Exh D - Fee Schedule 1-16-08 Final

Exh E  2008 09 30 B-42 Contractors Software List FINAL

Exh F - Contractor Software List and Sublicenses 1-16-08 Final

Exh G - Generic AT-IT Accessibility List 1-16-08 Final

Exh H - Service Response Time 1-16-08 Final

2008 03 31 Change Order 1

2008 09 29 B-41 Change Order No. 2 FINAL

B-44 Amendment No 1 FINAL

Please refer to enclosed compact disk for electronic copies of those
documents.

Final 1/16/2008  Submitted with the Massachusetts SIP Revision to 310
CMR 60.02, of the Massachusetts Motor Vehicle Emissions Inspection and
Maintenance Program

I&M Contract

  PAGE  iii 

Final 1/16/2008

  PAGE  i 

Final 1/16/2008

I&M Contract

  PAGE  69 

Final 1/16/2008  Submitted with the Massachusetts SIP Revision to 310
CMR 60.02, of the Massachusetts Motor Vehicle Emissions Inspection and
Maintenance Program

I&M Contract

  PAGE  0 

  DATE  \l  5/22/2009 

I&M Contract

I&M Contract

  PAGE  i 

  DATE  \l  5/22/2009 

  FILENAME \p\* Lower \* MERGEFORMAT  t:\general\regs\sip revision
2008\toc 7 massdep 2008 im sip appendices\appendix 1 scope services
contract with parsons\scope of services final 1 16 08.doc 

This version was submitted with the Massachusetts SIP Revision to 310
CMR 60.02, of the Massachusetts Motor Vehicle Emissions Inspection and
Maintenance Program;

as Table of Contents Item Seven, Appendix 1: Final for EPA Submittal

