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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

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

2. The Standard Contract Form;

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

4. All Exhibits attached to this Scope of Services; and 

5. 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.
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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:

1. 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;

2. promote effective repairs by providing assistance to stations and motorists 

for vehicles that fail the emissions test under the Program and provide training for emissionsrelated 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.
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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 
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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

1. The Contractor and the Agencies shall jointly establish clear and objective 

standards that all businesses must meet to become and remain an Inspection Station.

2. 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. 

3. 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

1. 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.

2. 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 
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(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

1. 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.

2. 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).

3. 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.

4. 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.

5. 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.

6. 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.

7. 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
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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

1. 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. 

2. 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

1. 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. 

2. 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).

3. The Contractor’s monitoring of Inspections shall be sufficiently

comprehensive to guide corrective actions. 

4. 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.

5. 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 
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shall provide the reports to the Agencies through the Database.

H. Quality Control

The Contractor shall:

1. 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;

2. Implement the quality control plan as part of its network management 

responsibility;

3. Automate quality control procedures whenever possible;

4. Review its quality control plan annually with the Agencies and propose 

changes to further improve Program effectiveness; and

5. Provide all quality control data through the Database.

I. Quality Control for Test Procedures and Workstations. 

1. 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. 

2. 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. 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;

b. an accuracy check and, if necessary, a calibration of the diesel 

opacity measurement system;

c. an accuracy check of the Bar Code reader and other scanners or 

readers; and

d. a test sticker and VIR print check function that allows the Agencies 

to perform a sticker and VIR print quality check.
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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:

1. perform trends analysis and exception analysis on Inspection data as part 

of its program to identify improper emissions and safety Inspections;

2. 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;

3. set criteria for Inspection result patterns and deviations that will trigger 

investigation and appropriate corrective action; and

4. 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:

a. occupational safety measures associated with the use of Inspection 

equipment;
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b. corrective measures for any occupational safety problem that may

result from proper or improper use of the Workstations;

c. safe handling and storage of any peripheral equipment or supplies 

associated with the Workstations; and

d. 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

1. 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.

2. The Contractor shall track the issues raised by Inspection Stations and 

Inspectors and make the information available to the Agencies through the Database.

3. 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:

a. be developed and become operational by July 1, 2008;

b. 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;

c. be capable of receiving information from Inspection Stations via 

telephone, fax, and the web site; 

d. use comprehensive call management, problem-logging, and 

tracking software to provide one-call service to minimize multiple referrals and customer “hold” 
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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

e. be located within the 48 contiguous United States or the Province 

of Ontario, Canada.

4. 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.

5. 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

1. The Contractor shall:

a. 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;

b. 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;

c. 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;
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d. conduct the acceptance testing using the procedures consistent with 

the implementation schedule approved by the Agencies; and

e. 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.

 

2. The Database specifications submitted by the Contractor shall, at 

minimum, meet the RFR requirements, including, but not limited to:

 

a. reliability;

b. data categories; 

c. 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);

d. data transfer; 

e. data access and retention; 

f. reporting; 

g. migration; 

h. physical location, maintenance and ownership; and 

i. 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 
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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

1. 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:

 

a. 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;

b. 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;

c. 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;

d. 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 
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(“7D Vehicle”) Inspector certification and subsequent Inspector recertification, including proper 

Inspection procedures for 7D Inspections;

e. a complete listing of all certification and licensing requirements for 

Inspectors; and

f. the tracking system for Inspectors.

 

2. 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. 

1. 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:

a. 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; 

b. specific information to Inspectors and repair technicians that will 

facilitate their work in the program;

c. ready access to program regulations, reports, information on 

program changes and new components, and other information deemed useful to its public and 

industry audiences;

d. 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 
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emissions systems; program regulations; and, program reports summarizing and/or evaluating 

program activities;

e. 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;

f. 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;

g. the locations of Inspection Stations, including information about 

specific tests offered or types of vehicles inspected at specific stations (if applicable);

h. locations and roles of Motorist Assistance Centers;

i. the meaning and value of state registration of emissions repair 

technicians; 

j. the locations of registered repair shops, and any limits on types of 

repairs performed at participating repair shops;

k. the success rate of registered repair shops in resolving emissions 

system problems so that vehicles pass their re-test; 

l. 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

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

2. 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:

a. 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;
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b. describe how warranties provided by vehicle sellers apply to 

emissions systems.

c. 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;

d. 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

e. 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:

a. the results of the vehicle Inspection and the location of the 

Inspection Station where the Inspection occurred;

b. vehicle specific safety and emissions recall information, with the 

level of detail to be provided as agreed to by the Parties; 

c. the location and success rate of nearby registered repair shops in 

resolving emissions system problems; and

d. 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

1. The Contractor will be responsible for responding to and resolving 

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

questions and concerns.

2. The Contractor shall maintain a “Motorist Hotline” (telephone) service 

that: 

a. 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;

b. 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;

c. provides limited access to ALARS for its hotline staff so that they

can accurately advise motorists about their registration status;

d. 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.

3. 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:

a. 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;

b. 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);
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c. 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;

d. 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;

e. 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

f. 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. 

4. 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

1. 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, 
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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.

2. 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. 

3. 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. 
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T. Vehicle Maintenance Initiative (VMI) Requirements

1. The Contractor shall be responsible for establishing and implementing a 

VMI that provides:

a. high quality training to develop and update the skills of those in the 

industry who repair emissions failures;

b. 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. 

c. a system for entering vehicle emissions repair data into the VID 

that is not burdensome for the stations or repairers; and

d. 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:

a. An online Massachusetts training module that provides repairers 

with information related to Massachusetts’ specific Program benefits and functions. The 
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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.

b. “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.

c. 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 mediumduty 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:

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

b. 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

c. 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:

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

b. the expiration date of their certification; and

c. the repair facility at which the registered repairer is employed.
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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:

a. the ASE L-1 and L-2 equivalent certifications for each vehicle or 

engine manufacturer and submitting the determinations to MassDEP for approval; and

b. 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 
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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
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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: 

a. how repair related assistance will be provided;

b. how the Contractor will administer the emissions waiver component of the 

Program;

c. how readiness assistance will be provided; and 

d. 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: 

a. Pittsfield or environs, to serve the Route 7 corridor;

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

c. Worcester or environs, to serve Central Massachusetts and the Greater 

Worcester area;

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

e. Lowell, Lawrence, Methuen, Haverhill, or environs, to serve the northern 

I-495 corridor;

f. Peabody, Danvers, Lynn, or environs, to serve nearby Northern 

Massachusetts and North Shore communities and Cape Ann;

g. Somerville, Cambridge, Medford, Malden, Revere, or environs, to serve 

the area north of Boston and nearby North Shore communities;

h. Waltham, Newton, Framingham, or environs, to serve the communities 

west of Boston;

i. Dorchester, Boston, to serve Central and Southern Boston communities;
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j. Quincy, Weymouth, Brockton, or environs, to serve the area south of 

Boston and nearby South Shore communities;

k. New Bedford, Fall River, Taunton, Attleboro, or environs, to serve 

Southeastern Massachusetts; and

l. 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.
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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 
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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 
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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-ofcycle Inspections conducted solely for Program demonstration, auditing, or Program evaluation.

f. Waivers. When a motorist receives an Inspection as part of the 
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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:

a. The Contractor receives a written Notice to Proceed from the 

Agencies; 

b. 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

c. 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:

a. it has received all Network Fees deposited into the 

Commonwealth’s Collection Account ; and

b. 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). 
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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 
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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

a. 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

b. 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

c. 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 
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by the dates required in the Implementation Schedule. $1000 per day.

d. 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

e. 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

f. 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. 

g. 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.

h. 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

i. Failure to submit required deliverables in accordance with the 

attached Implementation Schedule. $500 per week per plan.

Auditing Programs

j. Failure to begin an approved covert audit program by April 1, 

2009. $1000 per day.

k. 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 
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$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

l. 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.

m. 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

n. 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.

o. Failure to adhere to Waiver issuance criteria in accordance with 

310 CMR 60.02. $2000 per vehicle.

Database

p. 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 
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(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.

q. 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.

r. 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.

s. 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.

t. 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

u. 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 noncompliant 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.
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v. 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.

w. 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

x. 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.

y. 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

z. 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.

aa. 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 
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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
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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 
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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. 
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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. 
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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, nontransferable, 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 
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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 fullypaid, royalty-free, non-exclusive, worldwide, irrevocable, perpetual, assignable license to make, 
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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:

a. 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;

b. 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; 
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c. 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

d. 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 
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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 
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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. 
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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 
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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
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participation in the I&M Program. The Station Agreement shall include, but not be limited to, 

the following requirements: 

a. the type of Workstation to be installed;

b. the amount of the installation charge;

c. 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;

d. the amount of the monthly fee, if any (including maintenance and 

consumables);

e. no additional fee for diagnostic use of the Workstation;

f. quality control requirements;

g. requirements for installation and proper care of the Workstation;

h. access to the Inspection Station and the Workstation for both the 

Contractor and the Commonwealth;

i. the definition of liabilities;

j. insurance requirements, including garage keepers’ insurance;

k. technical and public communications training requirements for 

Inspectors;

l. minimum requirements for public education for the Program and 

other environmental or Vehicle safety programs;

m. clear conditions under which the Contractor may suspend 

Inspections, other use of the Workstation, or access to the network;

n. clear conditions under which the Contractor shall rescind such 

suspensions;

o. an arbitration system to resolve disputes between Inspection 

Stations and the Contractor that does not involve the Commonwealth; 

p. requirements to comply with Vehicle Inspection laws and 

regulations;

q. the automatic suspension or termination of the agreement if the 

Inspection Station’s Vehicle Inspection license has been suspended; 

r. any additional requirements necessary to ensure proper Inspections 

at Inspection Stations;

s. compliance with motor vehicle Inspection laws and regulations;

t. representations and warranties that the Station meets all duly

established specifications necessary to implement and operate the Program;

u. Inspection Station shall perform Inspections using properly

calibrated and correctly functioning Workstations;
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v. 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;

w. terms under which the Contractor may suspend Inspections, other 

use of the Workstation, or access to the Database, and terms for ending such suspensions;

x. 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;

y. procedures for payment of the Network Fee and any Monthly Fee 

by the Inspection Station to the Contractor;

z. the preclusion of discriminatory practices as more particularly

described in Article XX of the Contract;

aa. all Inspectors successfully complete the Inspector training program; 

bb. 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;

cc. Contractor may assign the Station Agreement to the 

Commonwealth; 

dd. each Inspection Station keep all motorist information confidential; 

and

ee. 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; 
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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. 
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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 

4. 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
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both parties and has been filed with and approved by the State Comptroller's Office pursuant to 

paragraph 15 of the Terms and Conditions.

E. 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. 
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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.
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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 
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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 
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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.
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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 
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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.
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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;
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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.
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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: 

a. All data collected, maintained or developed in the performance of 

the Contract;

b. 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;

c. All hardware used to store and manage the Database; and

d. 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 
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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:

a. 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;

b. Reconciliation of consumables, Inspection stickers and training 

materials;

c. Liquidated Damages; and

d. 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 
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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). 
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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
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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.
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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 
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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.)
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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:
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PARSONS COMMERCIAL TECHNOLOGY GROUP INC, (“CONTRACTOR”)

by: ________________________ date: ____________

its: ________________________ 
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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 ______________
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For Attachments and Additional Documentation for the Contract with Parsons;

o 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

o 2008 03 31 Change Order 1

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

o 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