i

Final 1/16/2008 C OMMONWEALTH OF M ASSACHUSETTS

E XECUTIVE O FFICE OF E NERGY & E NVIRONMENTAL A FFAIRS D EPARTMENT OF E NVIRONMENTAL P ROTECTION AND E XECUTIVE O FFICE OF TRANSPORTAT ION R EGISTRY OF M OTOR V EHICLES 

# Scope of Services For a Contractor for the Enhanced Emis sions & Safety Test Program

This version w as submitted w ith the Massachusetts SIP Revision to 310 CMR 60.02 , of the Massachusetts Motor Vehicle Emissions

Inspe ction and Maintenance Program ; as Table of Contents Item Seven, A ppendix 1: Final for EPA SubmittalI&M Contract

ii Final 1/16/2008 Article I
. Contract Documents Article II. Period of Performance Article III. General Performance Obligations Article I V. Additional Performance Requirements Article V. Approvals Article VI
. Collection of Fees & Pay ment to Contractor Article VI I. Li quidated Damages Article VI II. Force Majeure Article IX
. Ownership & Use of Data Article X. Ownership & Use of Software Article XI
. Maintenance of Hardware and Software Article XI I. Hardware Ownership & Lo cation Article XI II. Acquisition of Electronic Technical Sy stems Article XI V. Subcontracting by Contractor Article XV. Changes Article XVI
. Termination Article XVI I. Warranties Article XVI II. In surance Article XI X. Surety

Bonds Article XX. Affirm ative Action & Minority Business Enterprise Requirements Article XXI
. Disputes Article XXI I. Transition Provisions Article XXI II. Program Enhancements Article XXI V. Miscellaneous ProvisionsI&M Contract

iii Final 1/16/2008 Article XXV. Scope of Services Signatures Exhibit A: Specificat ions for Emissions Test Results L ook

- up Table on the Website Exhibit B: I mplementation Schedule Exhibit C: Required Plans, Procedures, Protocols, Reports, Specifications, Test Results, and Materials to be Submitted Exhibit D: Fee Schedule Exhibit E: Co ntractor Software List and Sublicenses Exhibit F: Generic AT/I T Environment L ist Exhibit G: Service Response Time and Effectiveness StandardI&M Contract

1 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program This SCOPE OF SERVI CES is made and entered into by and between THE COMMONWEAL TH 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, In c. (“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 pri vate 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 fo r 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 determine d 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 c onsideration of mutual covenants and other good and valuable consideration, do hereby agree to the terms of the COMMONWEAL TH TERMS AND CONDI TI ONS, the STANDARD CONTRACT FORM and this SCOPE OF SERVI CES, as follows. 

### AR TICLE I. CONTRACT DOCUMENTS A. The foll owing 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:I&M Contract

2 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program

1. The Commonwealth Terms and Conditions ("Term s 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 r equirement contained in one document shall be as binding as if required by all. I n 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. 

### AR TICLE 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 y ears, and may

exercise their right to extend the Contract by providing the Contract or 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 extensio n 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. I f the Contract is ext ended 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 b e 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) day s prior to the end of the initial Contract term. 

### AR TICLE III.I&M Contract

3 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 

### GENERAL PERFORMANCE OBLIGA TIONS 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 I nspection Station network; developing and implementing inspection protocols; and acquiring, providing, and maintaining inspection station Workstations, and data sy stems. The Contractor will also train I nspectors and repairers and provide communications to the public, In spectors, 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 emissions

related repairs (the “Vehicle Maintenance Initiative” and the “Motorist Assistance Network”);

3. conduct covert vehicle and visual audits of I nspection Stations performing emissions and safety

tests; 4. train I nspectors to correctly and efficiently

perform I nspections; 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. I mplementation 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.I&M Contract

4 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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 I mplementation Schedule, the Affirmative Market Plan, and the other Plans developed and approved in accordance with the Contrac t. The Contractor shall notify the Agencies in writing and orally of any actual or anticipated delay s and how these delay s may affect compliance with the I mplementation Schedule and the start of mandatory I nspections and the Contractor’s recommended or ac tual solution(s) to any delay s 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 sh all notify

the Agencies of any

accidents that occur during the I nspection 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 Contr actor shall deliver a Quarterly

Performance Report to the Agencies not later than thirty (30) day s after the end each quarter ( i.e. , January 30 th , April 30 th , July

30 th , and October 30 th ). The first part of the Quarterly Performance Report shall assess th e I &M Program’s ability to identify

safety and emissions failures, track failure rates, identify failure trends by

model y ear and contract y ear, shall identify

the number of vehicles that need more than one inspection to pass the inspection, and identify

t he number of times needed to pass the inspection. I f 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). 

### AR TICLE IV

. ADDITIONAL

PER FORMANCE 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 indic ates 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 I nspection Stations to lease or purchase emissio ns inspection equipment (Workstations) through sources other thanI&M Contract

5 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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 Work stations be permitted from other vendors, then the per inspection fee paid to the Contractor and the amount charged by the Contractor to the I nspection Station for the Workstation expenses are subject to change by

Contract amendment.

B. Requirements f

or 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 stand ard In spection Station agreement for connecting to the Database and performing inspections. A “qualify ing 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 In spection Stations meet and continue to meet all applicable standards and conditions set forth by the Agencies. C. Recruitment and Geo graphic 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 I nspection Stations to participate in the Program. The plan shall b e implemented at the discretion and direction of the Agencies.

2. This plan shall include an outreach program to inform prospective In spection Stations about how to: (1) participate in the Program; (2) judge whether it makes good business sense to participat e; 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. Inaccordanc e with Article XXI II. 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 technolog ies in the later y ears (3

- 5) of the Contract. The Agencies may direct the Contractor toI&M Contract

6 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program (1) investigate and evaluate implementation of new OBD technologies; (2) implement a pilot program to demonstrate OBD technologies; (3) provide additional services rel ated to new OBD technologies including implementation bey ond 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, sh all: (1) develop a complete set of safety

and emissions I nspection 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) ensur e that the specifications also include all other Workstation performance features or functions required by the RFR. 2. The Contractor shall develop a web

- based I nspection application for motorcy cle I nspections so that software does not have to be installed o n the Motorcy cle In spection Station computer (except for a web browser compatible with I nternet Explorer Version 6.0). 3. The Contractor shall: (1) provide Workstations that meet the set of specifications developed in cooperation with the Agencies, (2) insta ll the Workstations in each In spection 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 specificati ons, 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. N either 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 b ay , 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 prep aratory 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 VI I. ). 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. T he 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 op acityI&M Contract

7 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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 bey ond October 1, 2008. The Agencies shall app rove 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 I nspections, Workstation quality control, proper Workstation operation, and I nspection Station support. Working closely with the A gencies, 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 ac tivities. 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 m anagement techniques, on the items included in Paragraphs G.

- M. below. G. Minimizing Improper Inspections 1. The Contractor shall monitor for improper safety and emissions In spections and take corrective action under the direction and approval of the Agenc ies 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) I nspectors are following all I nspection procedures correctly ; and, (2) I nspection Stations are meeting other requirements (e.g., public information and document security ). 3. The Contractor’s monitoring of I nspections 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 I nspections.

5. The Contractor shall provide monthly reports to the Agencies summarizing the Contractor’s efforts to mon itor and eliminate improper safety and emissions In spections and other breaches of the standard Inspection Station agreements. The ContractorI&M Contract

8 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program shall provide the reports to the Agencies through the Database. H. Quality Control The Contractor shall: 1. Dev elop 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. Im plement 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

wit h 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 sy stems installed in I nspection 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 sy stem cable(s) and/or wireless connector sy stems for continuity

or successful communication at least daily , and following each occurrence of a vehicle failing its O BD emissions test for failure to communicate with the Workstation;

b. an accuracy

check and, if necessary , a calibration of the diesel opacity measurement sy stem;

c. an accuracy

check of the Bar Code reader and other scanners or readers; and d. a test sticker an d VI R print check function that allows the Agencies to perform a sticker and VI R print quality check.I&M Contract

9 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program

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

4. The Contractor shall perform mon thly trends analy sis on the test procedure and Workstation quality

control data it collects and report the trends analy sis to the Agencies quarterly
. J. Inspection Results Analysis As part of its network management responsibilities, the Contractor shal l: 1. perform trends analy sis and exception analy sis on I nspection data as part of its program to identify

improper emissions and safety I nspections; 2. develop software that analy zes I nspection results for: (1) patterns that indicate improper I nspections; an d, (2) substantial deviations by I nspectors and Workstations from the network averages for parameters such as pass rate;

3. set criteria for I nspection result patterns and deviations that will trigger investigation and appropriate corrective action; and

4. pro vide 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 Repor ts 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) analy

zes 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 m anagement 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 I nspection equipment;I&M Contract

10 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program b. corrective measures for any occupatio nal 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 I nspection Stations to practice good envir onmental 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 In spectors to bring problems, questions, and suggestions to the attention of the Contractor and have them resolved in a timely manner. Such I nspection Station suppo rt should cover, but not be limited to, Workstation operation and repair, consumables, software, fee pay ments, standard In spection Station agreements, motorist relations, improper Inspections, any problems regarding subcontractors providing services or pro ducts to the I nspection Stations, and any equipment manufacturers. 2. The Contractor shall track the issues raised by I nspection Stations and In spectors and make the information available to the Agencies through the Database.

3. The Contractor shall maintain a toll

- free “I nspection Station Hotline” service to provide a convenient means for Inspection Stations and I nspectors to report questions, problems, and suggestions, and to resolve issues in an efficient and timely manner. The In spection Station Hotline sh all:

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 , I ndependence Day , L abor Day , T hanksgiving, 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”I&M Contract

11 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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 I nspectors and In spection 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 I nspection 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 Saturday s if the I nspection Station is open on Saturday s) 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 question s related to the Program, so that the Contractor usually

refers to the Agencies only those I nspection 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 I nspection 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 Secti on 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 questi ons and issues posed frequently by I nspectors and In spection 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 AL ARS database to meet the responsibilities identified in the Contract and as ap proved 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 A gencies;I&M Contract

12 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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, analy ses, 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 no t limited to:

a. reliability ; b. data categories; c. security

and encry

ption (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 Contract or 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. phy sical 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 AL ARS 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 r equired to AL ARS within six (6) hours when AL ARS 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 Mon day , except on any legal holiday

as elsewhere defined in this Contract. I f 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 AL ARS becoming av ailable during prime time hours. I f 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 an d 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 form at 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, I nspection Station number, date of test, and s ticker number issued; and (iii) failure to match OBD pre

- scanned I nspection results to vehicles in ALARS; provided, however, that this provision shall not apply when the vehicle is operated inI&M Contract

13 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program accordance with the temporary registration authorization provid ed 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 c ommunication 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 Tuesd ay through Sunday

3:00 AM

– 5:15 AM, subject to change with reasonable notice. 6. The Database’s inability to send, receive, and store I nspection data as stored in the transaction database shall not exceed more than ten (10) consecutive minutes during pri me time hours. The Database’s inability to send, receive, and store I nspection 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 Ca rrier Safety Administration (FMCSA) Test Equivalency

1. The Contractor shall prepare and submit for Agencies’ review and approval an I nspector training plan that meets or exceeds the Inspector training requirements established in the RFR and provides at leas t 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 I nspection procedures for emissions and safety I nsp ections; b. the curriculum, schedule, and training delivery approach to be used for initial commercial vehicle Inspector certification and subsequent Inspector recertification, including proper I nspection procedures for emissions and safety I nspections;

c. th e curriculum, schedule, and training delivery approach to be used for initial motorcy cle I nspector certification and subsequent Inspector recertification, including proper I nspection procedures for motorcy cle safety I nspections; 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 7DI&M Contract

14 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program (“7D Vehicle”) I nspector certification and subsequent Inspector recertification, including proper In spection procedures for 7D I nspections;

e. a complete listing of all certification and licensing requirements for In spectors; and f. the tracking sy stem for I nspectors.

2. The Contractor shall prepare and submit for Agencies’ review and approval a Commercial Motor Vehicle Inspection pl an, with accompanying schedule. The Commercial Motor Vehicle I nspection 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 I nspection report (VI R), 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 r epair 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 sy stems, and browser so ftware and shall meet the Commonwealth’s specifications for accessibility . I n 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 improv e 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 I nspectors 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 pol lution 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

toI&M Contract

15 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program emissions sy stems; program regulations; and, program reports summarizing and/or evalu ating program activities;

e. a means for motorists to download and print a copy of the VI R for any I nspection 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 emissi ons and safety recalls; f. OBD emissions test results for vehicles, grouped by model y ear, make, model, engine size, number of cylinders, fuel and transmission ty pe, by emission test failure categories as set forth in Exhibit A ( Specifications for Emissions Test Results L ook

- up Table on the Website ), and diagnostic trouble codes within each emissions test failure category ;

g. the locations of I nspection Stations, including information about specific tests offered or ty pes of vehicles inspected at specific stati ons (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 ty

pes of repairs performed at participating repair shops;

k. the success rate of registered repair shops in resolving emissions sy stem 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, an d 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 In spection 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 mi nimize emissions and improve highway safety ), registration sanctions, and procedures for obtaining registration reinstatement;I&M Contract

16 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program b. describe how warranties provided by vehicle sellers apply

to emissions sy stems.
c. be designed to be easy for motorists to understan d 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 VI R;

d. include a “jacket” which is designed to hold the VI R for vehicles that fail their initial I nspection and which shall inform motorists of deadlines for repairing their vehicles and for passing a re

- test, and which s hall 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 h ave 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 Contra ctor shall design a VI R to be provided by the Workstation at the conclusion of a Vehicle Inspection. The VI R shall provide:

a. the results of the vehicle I nspection and the location of the In spection 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 sy stem 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 imple mentation 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 shal l provideI&M Contract

17 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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 c omplaints at times convenient for motorists (i.e., Monday

– Saturday 7am
- 5pm; Tuesday

and Thursday

7am until 8pm excluding New Years Day , Memorial Day , I ndependence Day , L abor 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 ty

pes of motor vehicle I nspections and RMV's registration, suspension, and reinstatement rules and receive Inspector training;

c. provides limited access to AL ARS 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 t echnology 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 O ntario, 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 analy ze the complaints and ensure that its customer p roblem 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 rela ted 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 sy stem to update and create problem logs);I&M Contract

18 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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 c apable 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. pro vide 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. Inaccordance with Article XXI II. 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 Exhibi t B. is the implementation schedule for commencement of I nspections by October 1, 2008, including successfully transmitting I nspection records to the Database and ALARS, and with Inspections performed by trained and licensed In spectors. The Contractor sha ll 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 co vert 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,I&M Contract

19 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program observing station operations, procuring covert audit v ehicles, 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 wi ll request no more than 250 of these covert vehicle setups per program ye ar. 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 audi ts 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 y ear that stations are likely to perform I nspections 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 emissio n test results from the I nspection conducted at the station being audited. The number and ty

pe of vehicles shall be sufficient to cover all OBD communication protocols, and a variety

of weight classes. 5. Covert Audit Results . The Contractor shall s tore covert audit results in the Database, and shall provide a means for the Agencies to access covert audit results, including viewing, query ing, 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. I f EPA reporting requirements for covert auditing are revised, then the Database reporting shall b e revised to reflect such revisions. 6. Inaccordance with Article XXI II. 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 Contracto r shall, in cooperation with the Agencies provide a pilot program to evaluate the feasibility of using hidden cameras in covert vehicles.I&M Contract

20 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program T. Vehicle Maintenance Initiative (VMI) Requirements 1. The Contractor shall be responsible for establishing and im plementing a VMIthat 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 regis tered 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. I ncentives provided by the Contractor are to include the following: (i) form a Massachusetts I nspection 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 establis hment 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 connecti ons 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 In itiative 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 analy sis of the repair data and associated Inspection results; (v) post repair dat a analy sis 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 f or registered repairers a minimum of twice per y ear 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 broad casts, etc.); (viii) use the quarterly newsletter for the testing community to support the VMI.

c. a sy stem for entering vehicle emissions repair data into the VI D that is not burdensome for the stations or repairers; and

d. accurate and timely information f

or 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. TheI&M Contract

21 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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 Mass achusetts 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 assis t 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 any one 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 chan ges in vehicle technology

or other appropriate information, including the OBD testing of medium

duty and diesel vehicles; and (2) provide the course for a reasonable fee, subject to approval by the Agencies.
3. Emissions Repair Technician Registration
. The Contractor shall develop and maintain a central register to identify each emissions repair technician who has completed the Mass Module and any other training requirements to be a registered repairer, and satisfies one of the following requirements:

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 A SE L
- 1 or L
- 2 by a certification provider recognized by

the Agencies. 4. The Contractor shall establish a sy stem for repair technicians to submit their initial application for registration, provide notifications to repair technicians, and to update th eir 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 employ ed.I&M Contract

22 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program

5. The C ontractor shall provide registered repair technician data to MassDEP through the motor vehicle I nspection 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 L isting
a. The Contractor shall maintain a list of repair shops that employ one or more full

- time reg istered 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 employ ing a registered repairer with a certification limited to a certa in 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 Contra ctor shall provide a sy stem 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 appr opriate 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

- In spection 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 I nspection database and ensu re 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 VI R for vehicles that fail the emissions test. The Contractor shall update these lists quarterly

to ensure the information is correct. 8. Repair Effectiveness M onitoring . The Contractor shall collect information on emissions repairs made on failed vehicles prior to (or at the time of) re

- In spection. The Contractor shall: (1) develop forms that make data entry by registered repairers easy

on line, and help ensur e 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 ratingI&M Contract

23 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program sy stem); and (3) maintain a directory of all listed registered repair sho ps including their emissions repair indices.

9. In spector 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 VMIto 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 “I nspection Station Hotline,” and that may be establi shed 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 q uarterly newsletter for all I nspectors 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 I nspections, and to e ffective 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 I nspectors and repair technicians about proper administration of the safety and emissions I nspection 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 becom e a licensed I nspector 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 bulle tins 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 impleme ntation schedule. Once approved by the Agencies, the Contractor shall implement this plan. U. Motorist Assistance Network RequirementsI&M Contract

24 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 1. Inaccordance with the requirements of the implementation plan, the Contractor shall prepare and submit for Agen cies’ 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 a dminister 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. Lo well, L awrence, Methuen, Haverhill, or environs, to serve the northern I
- 495 corridor; f. Peabody , Danvers, Ly nn, 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 c ommunities; h. Waltham, Newton, Framingham, or environs, to serve the communities west of Boston;

i. Dorchester, Boston, to serve Central and Southern Boston communities;I&M Contract

25 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program

j. Quincy , Wey

mouth, 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 Viney ard, and near

- Cape communities. No twithstanding 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 prov ided 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. 

### AR TICLE V. APP ROV

ALS 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, specificati ons, test results, or materials shall:

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

2. be developed in substantial conformity to the response submitted by the Contracto r 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, an d 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 I mplementation Plan. Any plan, procedure, protocol, report, specification, test result, or material not approved by execution of the Contract shall be subject to the approval proces s described below.I&M Contract

26 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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, ha rdware, 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 materia ls 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 provis ions of Article VI I. (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 obt aining the Agencies’ approval as required by

the Contract shall not entitle the Contractor to a Claim, Change Order or per I nspection Fee adjustment. Notwithstanding any thing to the contrary , the Contractor shall not commence I nspections 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 I nspections at any Station until the C ontractor 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 cri teria established in this Contract. Once reviewed and favorably

evaluated, the submissions will be deemed approved. Within ten (10) business day s 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 I mplementation Schedule, to correct the specified defects and to deliver an updat ed version of the submission to the Commonwealth. The Agencies will then have an additional five (5) business day s from receipt of the updated deliverable to notify the Contractor, in writing, of the approval or rejection of the updated submission. Any s uch rejections will include a description of the way in which the updated deliverable fails to correctI&M Contract

27 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program the previously

reported deficiency . I f the Agencies do not act on submissions within ten (10) business day s 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. 

### AR TICLE VI. COLLECTION OF

FEES & P

AY MENT TO CONTRACTOR A. Collection of Fees The Commonwealth will set the Inspection fee to be charged to motorists for the In spection of passenger and commercial Vehicles. This I nspection fee will include portions for the I nspec tion Station performing the vehicle Inspection, the Contractor, and the Commonwealth. The fee for 7D I nspections and motorcy cle I nspections may be different than for passenger Vehicle and commercial Vehicle Inspections. I nspection Stations inspecting com mercial 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 f or 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 perio d 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 I nspection authorizations to I nspection Stations to enable the pre

- pay ment of Network Fees by the I nspection Stations. The price for the pre - pay ment shall be the Network Fee (the sum of the Commonwealth and Contractor’s portion of the I nspection Fee). All pay ments for these Network Fees shall be deposited directly into a Commonwealth sweep account controlled by the Commonwealth within two (2) business day s. The Contractor shall at no time have sole control of the deposits prior to the sweep and collection o f Network Fees by

the Commonwealth. I t is the Contractor’s responsibility to ensure that funds are collected from Inspection Stations for any pre - pay ment of Network Fees by I nspection Stations. 3. Based upon the collection model approved by the Common wealth, the Contractor will design and maintain an efficient sy stem by which motorists who may have been improperly

charged an I nspection fee can receive a refund of the fee within seven (7) business day s of when the Contractor has been notified that the A gencies have determined that theI&M Contract

28 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program motorist is entitled to a refund. The Contractor will also design and maintain an efficient sy stem by which I nspection Stations can receive a refund of their portion of the I nspection fee when improperly

charged within sev en (7) business day s and a sy stem to reimburse I nspection 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 aut hority to determine whether a refund shall be provided either to a motorist or to an I nspection station. 4. Contractor Fee Pay ment. 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 I nspection Trust Fund account as authorized by M.G.L . c. 10, section 61. 5. In spections Not Subject to a Fee. The Contractor shall ensure that In spection Stations shall charge motorists the full Inspection fee for all motor vehicle Inspections except for each of the following:

a. In complete. I nspection Stations shall refund fees to motorists for any I nspection that is not completed due to: (1) quality control violations resulting from Workstation malfunction or I nspector error, or (2) an I nspector’s decision to terminate the In spection. b. Certain First Reinspections. I f the motorist returns for their first reinspect ion to the same I nspection Station where the initial Inspection was performed, the In spector shall not collect a fee. For subsequent reinspections, the Inspection Station collects a full I nspection fee from the motorist and fee pay ment is handled in the u sual 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 I nspector shall not collect a fee.

d. Su ccessful Challenges. When a motorist successfully challenges a failed I nspection, the motorist does not pay an Inspection fee for the Challenge I nspection. I f the vehicle fails the Challenge Inspection, the motorist pays for the Inspection and the fee paym ent is handled in the usual manner.

e. Program Evaluation. Motorists shall not be charged for out

- of

cy cle I nspections conducted solely for Program demonstration, auditing, or Program evaluation. f. Waivers. When a motorist receives an I nspecti on as part of theI&M Contract

29 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program evaluation for issuance of a waiver, the motorist shall not be charged an I nspection fee. B. Payment to Contractor 1. The Contractor shall receive no compensation under the Contract until the following events occur:

a. The Contractor recei ves a written Notice to Proceed from the Agencies; b. In spection 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 cer tified to the Agencies that 80 percent of all In spection 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 I mplementation Schedule.

2. On a weekly

basis, the RMV shall verify that:

a. it has received all Network Fees deposited into the Commonwealth’s Co llection Account ; and

b. all I nspection 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 Contra ctor via EFT, on a weekly basis, for I nspection records reconciled for the previous week.

3. The Contractor’s Fee shall be calculated by multiplying the total Paid In spections recorded in AL ARS during the Pay Period, times the corresponding Contractor Fee earned for each particular I nspection, as set forth in the Fee Schedule attached hereto as Exhibit D. Notwithstanding any

thing to the contrary , the Commonwealth shall not owe the Contractor any fees associated with any

I nspections recorded in AL ARS 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 ALA RS. Any dispute as to the number of Inspections shall be a dispute within the meaning of Article XXI

(Disputes).I&M Contract

30 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program

5. If Contractor Fees are inadequate to compensate the Commonwealth or Contractor has failed to make pay ment within 30 day s from the Commonw ealth’s request, the Commonwealth may

withdraw funds from the Security Fund established pursuant to Article VI I. B. below, to set off any pay ments owed by

the Contractor under this Article VI against any damages due by

the Contractor under Article VI I (Liqu idated Damages), Article XVI (Termination), or Article XV (Changes). 

### AR TICLE VII. LIQUIDA

TED 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 liquidat ed 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 Contrac t (the “L iquidated 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 L iquidated Damages, the Contractor shall, by M arch 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 throug h 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 provisio n requiring the Contractor to replenish the Security Fund in full within thirty (30) day s of the date that the Commonwealth withdraws funds from the Security Fund. I f 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 Contrac tor or any of its subcontractors (excludingI&M Contract

31 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program In spection stations), the Agencies may impose L iquidated Damages by notify ing the Contractor in writing of the amount of L iquidated Damages being assessed and the reason(s) therefore (the “Notice”). I n the event that the Contractor fails to pay the liquidated damages assessed within thirty (30) day s of receipt of the Notice, or fails to appeal the assessment in accordance with Paragraph E. below, the Commonwealth may withdraw the amount of L iquidated Damages from the Security

Fund. Notwithstanding the foregoing, the Agencies shall be deemed to have waived their rights to impose L iquidated Damages one hundred and twenty (120) day s following the expiration or termination of the Contract with respect to any L iquidat ed 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 Agenci es data or other documentation by the applicable submission deadline under the Contract. Contractor shall not be responsible for any delay s 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. Im plementation

- Related Performance Standards and Liquidated Damages. The amount of liquidated damages pay able 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 I nspection stations to commence Massachusetts Commercial Motor Vehicle Inspections th at 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

. In spection Training b. Failure to provide I nspector Training programs (curric ulums/training), as required in RFR sections 7 and 9, sufficient to provide at least one In spector in each I nspection Station prior to October 1, 2008 provided that a Station Agreement has been executed by

the I nspection Station by July 15, 2008. $1000 pe r 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 manuf acturers training programs equivalent to ASE L

- 1 and L

- 2I&M Contract

32 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program by the dates required in the I mplementation 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, a nd set up required to run all Motorist Assistance Centers by October 1, 2008 as required by Article I V.U. $1000 per day

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

. Workstations and Software

f. For each ty

pe of Workstation, failure to complete the approved ATP on such Workstations by September 12, 2008, as required by the I mplementation Schedule. $2500 per day
.
g. Failure to have, for each I nspection 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 dy namo meters and Workstations from I nspection bay s by January 1, 2009 for I nspection 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 I mplementation 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 moni toring (i.e. triggers) to identify

suspect emissions and safety I nspections (improper I nspections), to monitor I nspection accuracy , or to report improper I nspections to the Agencies as required by the Im plementation Schedule. $1000 per day

.

2. Continuous or Ongoing Performance Standards and Liquidated Damages. The amount of liquidated damages pay able by the Contractor for continuous or ongoing performance standards pursuant to Paragraphs l. through aa. below, shall be limited to eitherI&M Contract

33 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program $25,000.00, $40,00 0.00, 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. I f 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 pay able in any quarter by

the Contractor exceed the applicable cap for that quarter and in no e vent shall such cap in any quarter exceed $60,000.00. Training l. Failure to provide ongoing I nspector Training Programs (curriculums/training), including new and recertification training, on schedule as required by the Training Plan. $5000 per month.

m. Fail ure 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 accorda nce with the requirements in Articles I V.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 I V.N.3. of the Scope of Services document of the Contr act, 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 throug h 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 AL ARS 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. Inaddition, if ALARS is unavailable fo r 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 AL ARS 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 AL ARS 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 sixI&M Contract

34 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program (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 I nspection data i n the format required to AL ARS when AL ARS is available, as required by

Article I V 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 $1 0,000.
r. Failure of the Database’s ability to send, receive, and store In spection 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 stor e In spection 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 Wor kstations, as required by

Article I V.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) day s 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 i mplemented 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) day s after notification by

the Agencies as required in RFR section 6.2. P1 software shall be defined as that software causing all or a portion of the Workstation or software to be non

- operational or any non compliant software causing a significant security ev ent; 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 me asures are not implemented in a timely manner. $250 per unmet specification per day

uncorrected.I&M Contract

35 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program v. Failure to maintain the OBD Workstation accuracy to the performance standard. The performance standard shall be mutually established by

both parties, by Oct ober 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 per formance 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 T ime and Effectiveness

x. Failure to replace or return a non

- operational Workstation to reliable operation as required by Article I V.M.4. and the Service Response Time Effectiveness Standard set forth in Exhibit G. within one business day . For Friday calls re ceived by

noon, failure to return a non

- operational Workstation to reliable operation by noon on Saturday , if the In spection Station regularly performs I nspections 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 I nspection 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) day s following the due date. $1000 per deliverable per month.
aa. Failure to provide data fo r annual and biennial EPA reports by April 15th of each y ear as required by Article I V.N.3. $1000 per month.
E. The Contractor may appeal any

assessment of L iquidated Damages that may be imposed by

the Registrar of the Registry and the Commissioner of M assDEP. Unless the Contractor files such appeal within 30 day s after receipt of the Notice, the assessment shall be deemed final and the Commonwealth may withdraw the amount imposed from the Security Fund. I f the Contractor files an appeal of any assesse d L iquidated 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 L iquidated 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) day s of the final determination of the appeal, theI&M Contract

36 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program Commonwealth may

with draw the amount imposed from the Security Fund. Any

dispute as to the L iquidated Damages withdrawn shall be governed by Article XXI . (Disputes). F. Any

L iquidated Damages assessed pursuant to the Contract may be unilaterally imposed by

the Agencies and s hall not require a Contract amendment or Change Order to the Contract. The pay

ment of liquidated damages shall be the sole and exclusive remedy for the Agencies and Contractor’s sole obligation f or the failure to meet the Performance Standards under this Article of the Contract, provided, however, that the pay ment of liquidated damages assessed pursuant to this Contract shall not prohibit the Commonwealth from exercising its rights as contained in Article XVI . (Termination). 

### AR TICLE VIII. FORCE MAJEURE A. Inaddition 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, unforese en 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 (ex cluding 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. Inno 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 I nspection Sta tions) 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 delay s excused by this section, provi ded 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 delay s performance of a requirement of this Contract bey ond 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 employ ees, agents, consultants, and contracto rs; 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 Contr actor or the Contractor’s employ ees, agents, consultants, and contractors. C. If a force majeure event occurs that delay s or may delay the performance of anyI&M Contract

37 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program requirement of this Contract, the Contractor shall immediately , but in no event later than five (5) business day s 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 Age ncies 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 forc e 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. 

### AR TICLE IX. OWNERSHIP

A ND USE OF

DA TA A. Inaddition 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 I nformation” shall mean any data or information disclose d by the Agencies or by

motorists to the Contractor, its employ ees, contractor, sub

- contractors or I nspection 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 AL ARS, to facilitate the establishment of a computerized communication sy stem between the Commonwealth, I nspection Stations, and any other duly

authorized person or entity empo weredI&M Contract

38 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program to inspect and enforce the provisions of the Contract. Also, an Inspection Station could be obtaining Confidential I nformation from motorists during the course of its performance under a sub

- contract entered into in connection with this Contract.

2. Inaddition to the confidentiality provisions set forth in paragraph 6 of the Terms and Conditions, the Contractor shall treat all Confidential I nformation 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 I nformation to third parties without the prior written approval of the Agencies except that the Contractor may make such data or information available to its employ ees, cont ractors, subcontractors and I nspection Stations who are fulfilling the Contractor's performance obligations under the Contract provided, however, the employ ees, contractors, subcontractors, and I nspections Stations have entered into a written agreement wit h 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 confidenti al. 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 I nformation to t hird parties without the prior written approval of the Agencies. Contractor shall use the same measures to protect Confidential In formation that it uses to protect its own most confidential information, but in no event less than reasonable measures. Notwi thstanding 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 I nformation; (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 requir ement 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 L aw, M.G.L. c. 66 §10 and this Contract could be th e 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 respons e to such request and the Contractor shall only

answer the request in conformance with the Agencies’ direction.I&M Contract

3 9 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program C. Data Ownership All information or data collected, maintained or developed by Contractor, its subcontractors or on behalf of Contractors by the I nspection Stations in the performance of the Contract shall be the property of the Commonwealth. 

### AR TICLE X. OWNERSHIP

A ND USE OF

SOFTW ARE 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 I nspection 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 in clude 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 Con tractor 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 obli gations 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 Co ntractor 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 license s for the items identified on the Contractor Software Li st are attached to this Contract as Exhibit E.I&M Contract

40 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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 y et delivered to any

client, including all copy right, patent, trade secret, trademark and other intellectual property

rights created by

Contractor in connection with such work (hereinafter the "Contractor Property "). The Agencie s 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. I f a person makes a request pursuant to the Commonwealth’s Public Records L aw, M.G.L. c. 66, § 10, or by othe r 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, roy alty

- free, non

- exclusive, non

transferable, worldwide, irrevocable, perpetual, ass ignable 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 t he 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 any

thing 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. Inconformance 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 d eveloped by

Contractor under the terms of this Scope of Services solely for purposes of creating the deliverables described in this Scope ofI&M Contract

41 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program Services shall pass to and vest in the Commonwealth, including all copy right, patent, trade secret, trademark and o ther 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 L ist, including object code and source code, prepared, developed, improved or acquired by the Contractor or its subcontrac tor(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 t hat 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 C ommonwealth 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 de liverables 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 ye t exist, as well as new uses, media, means and forms of exploitation, current or future technology y et to be developed, and that Commonwealth specifically intends the foregoing ownership or rights by the Commonwealth to include all such now known or unk nown 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 COMMONWEAL TH OF MASSACHUSETTS" With respect to web si te development contracts, the Agencies will bear sole responsibility for registering the software or sy stem domain name or URL , apply ing for any trademark registration relating to the software or sy stem domain name or URL and applying for any copy right reg istration related to its copy right 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 righ ts described in this Contract. The Agencies, on behalf of the Commonwealth, hereby grant to the Contractor a fully

paid, roy alty

- free, non

- exclusive, worldwide, irrevocable, perpetual, assignable license to make,I&M Contract

42 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program have made, use, reproduce, distribute, mod ify , 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 th e 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, convey ances, licenses, permissions, and authoriz ations 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

I ntellectual 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. I f the requirement to utilize sublicensed intellectual property is not known at the outset of the project, a s 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 I TS23 if they are provided at no charge to the Commonwealth. I. M aintenance 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 maintain ed in operable condition and must be supported by the vendor of the component (or authorized support provider) at all times;I&M Contract

43 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program c. maintain Contractor Property at current release levels. This means that the Agencies expect the Contractor to make regular upgra des 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 employ ees or designees to out

- of

- state contractor facilities, as de emed 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 hardwar e 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. 

### AR TICLE XI. MAINTENANCE OF

HARDW

ARE AND SOFTW

ARE 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. 

### AR TICLE XII. HARDW ARE OWNERSHIP

A ND LOCA

TI ON 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. I f 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, a t the Contractor’s expense, upon reasonable notice during Agencies’ normal business hours, within 30 day s 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 publisherI&M Contract

44 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program than those passed on to the Agencies by the Contractor. I f 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 facili ties 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 I nspection 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 shal l 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 XI I A. 

### A RT ICLE XIII. ACQUISITION OF

INFORMA

TION 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 I nformation 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 “I TD Standards”) issued by the Commonwealth of Massachusetts’ I nformation Technology Division (“I TD”), available online at www.mass.gov/itd. For purposes of this Contract, Contractor’s obligations pertaining to these standards shall be li mited to those subsections thereof that have been certified by I TD and the Massachusetts Office on Disability as objective and measurable. Such subsections shall be posted by

I TD at www.mass.gov/itd. The Section 508 and I TD 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 prospec tive 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 Con tract shall include alternative key

board commands that may be substituted for mouse commands. Any documentation delivered under this Contract and wholly owned by

the Agencies shall be in anI&M Contract

45 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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/I T Environment L ist”). 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 I TD Standards, and the AT/I T Environment L ist, 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) (coll ectively , “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 I TD Standards, and for interoperab ility with the AT and I T 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 I TD Accessibility

L aboratory

(the “I TD ATL”) the results of such testing. Inaddition, the Contractor shall cooperate with the I TD ATL, and any Accessibility Testing Vendor engaged by the I TD ATL, or by

Agencies under the supervision of the I TD ATL, in the performance of testing. The I TD ATL, any Accessibili ty

Testing Vendor engaged by the IT D ATL, or by

Agencies under the supervision of the I TD ATL, shall test each Deliverable or Enhancement against the Section 508 and I TD Standards, and for interoperability with the AT and the I T environment described in th e AT/I T Environment L ist. The I TD ATL shall certify such deliverables or Enhancements as compliant with the Section 508 and the I TD Standards, and interoperable with the AT and environment described in the AT/I T Environment L ist. The Contractor shall b e responsible for curing each instance in which its deliverables fail to comply with the Section 508 or I TD Standards. The Contractor shall use best efforts to cooperate with Agencies, the I TD ATL, and any pertinent AT vendor to correct any problems ident ified during such testing with the interoperability of the Deliverables or Enhancements with the AT and the I T environment specified in the AT/I T Environment L ist. 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 I TD Standards and are required by the I TD ATL to be retested in that regard. Such cre dits shall not exceed 5% the total fees that are anticipated by the Agencies’ to be remitted to the Contractor under this Contract.I&M Contract

46 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program E. COTS and ASP Software The Contractor shall conduct testing against the Section 508 and I TD Standards, and for interop erability

with the AT and I T 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 sy stem 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 capaci ty 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 IT D 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 IT D ATL. Instead, the Contractor shall provide notice to Agencies that such software has already been certified by

the I TD ATL. The notice shall include the name of the software or Enhancement, and the date the software was so certified. The I TD AT L, or any

Accessibility

Testing Vendor engaged by the I TD ATL, or by Agencies under the supervision of the I TD ATL, shall test such software for accessibility against the Section 508 Standards and the I TD Standards, and for interoperability with the specif

ic AT and the I T environment set forth in the AT/I T Environment L ist. The I TD ATL shall certify as accessible all software so tested that complies with the Section 508 Standards and the I TD Standards, and is interoperable with the AT and the environment s pecified in the AT/I T Environment L ist, 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 I TD Standards. The Contractor shall use best efforts to cooperate with Agencies, the I TD 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 I T environment specified in the AT/I T Environment L ist. 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 Delive rables or Enhancements that fail initial testing with respect to the Section 508, I TD Standards and are required by the I TD 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 remit ted 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 docume nted (1) that it has performed due diligence in seekingI&M Contract

47 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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 distr ibutor; 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 sy stem delivered under this Contract that does not meet the Section 508 Standards or the I TD 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 I TD that it would be an undue hardship on the Agencies to eschew use of such COTS or ASP Software. F. Maintenance Agreements Any m aintenance a greement entered by t he Contractor and Agencies in connection with the sy stem delivered under this Contract shall require the Contractor to cooperate with Agencies in its efforts to resolve interoperability p roblems that arise during the term of the mainte nance agreement related to the use of such sy stem with specific AT in a specific I T environment. 

### AR TICLE XIV

. SUBCONTRACTING

BY CONTRACTOR A. Inaddition 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 I nspections required pursuant to 310 CMR 6 0.02, 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 Agr eement”). 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 I nspections. 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 unreason ably be withheld. 3. The Station Agreement shall clearly communicate to the Inspection Stations that the Contractor has primary responsibility

for administering their day

- to - dayI&M Contract

48 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program participation in the I &M Program. The Station Agreement shall include, but not be limited to, the following requirements:

a. the ty

pe of Workstation to be installed; b. the amount of the installation charge;
c. the Executive Office of Administration and Finance (A&F)

- established I nspection fee charged to the motorist and the Network Fee paid by the I nspection 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 I nspection 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 tra ining requirements for In spectors; 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 In spections, other use of the Workstation, or access to the network;

n. clear conditions under which the Contractor shall rescind such suspensions; o. an arbitration sy stem to resolve disputes between I nspection Stations and the Contractor that does not involve the Commonwealth;

p. requirements to comply with Vehicle In spection laws and regulations; q. the automatic suspension or termination of the agreement if the In spection Station’s Vehicle I nspection license has been suspended;

r. any

additional requirements necessary to ensure proper I nspections at I nspection Stations; s. compliance with motor vehicle I nspection laws and regulations;

t. representations and warranties that the Station meets all duly established specifications necessary to implement and operate the Program; u. In spection Station shall perform I nspections using pr operly calibrated and correctly

functioning Workstations;I&M Contract

49 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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 i mproperly operated; w. terms under which the Contractor may suspend I nspections, 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

persona l injuries or breach of contract claims or other claims brought by any In spection Station, or its employ ees, officers or agents, or any other person, and arising out of the Contract; y. procedures for pay ment of the Network Fee and any Monthly Fee by the I nsp ection Station to the Contractor;

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

aa. all I nspectors successfully complete the I nspector training program; bb. prohibition against the disclosure of any perso nal 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 I nspection 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 I nspections, 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 I nspection Station from conducting In spections; b. require each I nspection Station to follow the I nspection process set forth in the Test Protocols and the Program Evaluation Plan;

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

50 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program d. require each I nspection 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 I nsp ections 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

I nspection Station upon failure of the I nspection Station to make pay ments as required in the Station Agreement. C. Workstation and Dy namometer Removal. 1. The Contractor shall offer to remove from Stations that are to remain in the Program after October 1, 2008, unwanted current Worksta tions and Dy namometers by January 1, 2009. The Contractor shall use its best efforts to remove additional current Workstations and Dy

namometers, at additional cost, prior to January 31, 2009. The Contractor shall remove the first 1200 Dy namometers at no cost. The Agencies shall pay the Contractor the sum of $1,095 for each Dy namometer removed in excess of 1200 (the "Excess Dy namometers"). The Contractor shall invoice the Agencies for any Excess Dy

namometers once all Excess Dy namometers 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 XXI II. below. 2. The Contractor shall submit a plan for Agencies’ approval, consistent with its Response, d etailing how it plans to properly remove, recy cle or dispose of the current Workstations and Dy

namometers, including the facilities accepting the Dy namometers and current Workstations (or major components thereof) for recy cling and disposal. The work shal l 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 Dy nam ometers 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 J anuary 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 I nspection Station enrolling for dy namometer 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 sha ll not unreasonably

be withheld.I&M Contract

51 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 5. The Contractor shall not be responsible for relocation of the Workstation or Dy namometer to another bay in the Station, but may

offer this service. The cost of this service shall not be included in the contract, and sh all be borne by the Station. 

### AR TICLE 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 Cont ract 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 estimat e 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 Agenci es 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 cha nged 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 Contr act price or the time required as necessary to perform the work affected by the change. I f the parties cannot agree on the equitable adjustment, the Agencies may

establish the equitable adjustment unilaterally . Nothing in this Article shall excuse the Co ntractor 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 abov e, no amendment to the Contract shall be effective unless it is in writing, has been duly executed byI&M Contract

52 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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 C laim 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 day s from the date of receipt of the Change Order. Unless the Commonwealth is prejudiced, the A gencies shall receive and act upon a Claim submitted for equitable adjustment before final pay ment of the Contract. 2. The Agencies shall furnish the Contractor with a final determination on its Claim within 90 day s from receipt of such Claim. The Agenci es’ 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).



### AR TICLE XVI. TERMINA

TION If the Commonwealth terminates the Contrac t 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 day s prior to the effective date of such termination. I f the Contract is te rminated 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 ef fective date of termination, to the extent not already compensated. I n 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 C ontractor shall mitigate any costs and damages.I&M Contract

53 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program

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 any thing 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 pay ments under Article XV. (Changes) and pay ments for work not terminated, pay

ment by the Commonwealth hereunder shall be considered full and final compensation to the Contractor under the Contract. Any expenditure or other pay ment obligati ons of the Commonwealth that arise under the Contract, other than pay ments 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 Ag encies 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 trust ee 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 pay ments 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.I&M Contract

54 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program

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 discont inue 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 A ccount 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 mill ion. 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. I f such Contractor’s Fees and pay ments under paragraph (B)(3)a are insufficient to cover t he 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 th e 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 pay ment shall not be deemed to be an accord andI&M Contract

55 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program satisfaction as to the value of the I &M Assets. I f the Book Value is determined pursuant to Article XXVI II (Disputes), the Agencies also shall pay , subject to appropriation, the Contractor the difference between th e 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 direct ed 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 disagre ement 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 A cquire the I&M Assets, the Contractor shall transfer ownership of the I &M Assets to the Agencies.



### AR TICLE XVII. WA RRANTIES A. Each party

warrants that it has the requisite legal authority to enter into the Contract, and acknowledges that the other par ty 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 merchantabil ity 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 claim s 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 informat ion 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 asI&M Contract

56 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program set forth in the Contract; (2) the deliverables will substantially conform with the deliverable desc riptions 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. 

### AR TICLE 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 annual ly 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 require d under the Contract has been obtained. C. In surance requirements for businesses performing installation services (i.e. installation of Workstations at I nspection Stations) shall be mutually agreed between the Agencies and the Contractor. D. All insuranc e 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 i nsurance carrier or the Contractor, at least sixty day s prior to any such cancellation or modification.I&M Contract

57 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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. I f 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 mai ntain 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 employ er'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 l ess 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 Contr actor 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 th e 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 employ ees; 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

employ ees of the Contractor; and h. broad form property damage. 3. Comprehensive Business Automobil e 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 theI&M Contract

58 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program Contract, including hired automobiles and non

- owned automobiles, with t he 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

mo tor vehicle. 

### ARTICLE XIX.

SURETY BONDS Before the start of mandatory I nspections under the Contract, the Contractor shall furnish the Commonwealth, on forms satisfactory to the Agencies approval of which shall not unreasonably

be withheld, two pay

ment b onds, 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 pay ment 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 XXI I. 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. I n the alternative, the Contractor may provide the Agencies with alternative security in the form of escrow funds or letters of credit in a form a cceptable to the Agencies in the full amount required under either or both of items (1) and (2) above. 

### AR TICLE XX. AFFIRMA

TIVE ACTION & MINORITY BUSINESS ENTERPRISE REQUIREMENTS A. Affirmative Action 1. The Contractor shall comply with all applicable fede ral and state statutes, rules, and regulations prohibiting discrimination in employ ment, 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.I&M Contract

59 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program

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 employ ment agreement. The Contractor agrees that neither it nor any subcontractor shall discriminate against any

qualified employ ee engaged in the performance of wo rk under the Contract or any

applicant for employ

ment, 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, advertisem ent, lay off 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 employ ment 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

certi fied 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. Nei ther the Contractor nor any contractor or subcontractor shall perform work designated for a named M/WBE firm on the Subcontractor I dentification Form and/or a signed Letter of I ntent, without the prior written approval of the Agencies. C. Affirmative Marke t Plan Waiver 1. If the Contractor for reasons bey ond 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 method s it will undertake to ensure that it complies with the M/WBE requirements to the extent possible.

2. Inaddition, 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;I&M Contract

60 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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 dul y 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 pay ment bond, or is unable to obtain the insurance coverage specified in Article XVI II, 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 pay ments to the Contractor equal to the amount that should have been performed by an M/WBE subcontractor designated on the Subcontractor I dentification Form;

2. Require specific performance of the Contractor's obligation to use an M/WBE subcontractor to perform work as designated in the Subcontractor I dentificat ion Form and/or L etter of I ntent; and/or

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

### AR TICLE 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 disput e amicably . For 30 calendar day s 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. Inaddition 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 d ispute. Failure by either party

to file a court action within one y ear (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.I&M Contract

61 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 

### ARTICLE XXII. TRANSITI ON 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 pe rformance 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) f or 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 day s prior to the end of the Term of the Contract, the Contractor and the Agencies shall confer at least monthly to update the lists id entified 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. I f 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) day s 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 noti ce of such location(s), form/format and medium on or before thirty (30) day s after the end of the Contract (including any extension). I n the event the Parties fail to reach agreement concerning the management, maintenance, storage and/or delivery of the h ardware and I &M Assets, the Contractor shall, within sixty (60) day s 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 provid e the Contractor with written notice of such location(s) on or before thirty (30) day s after the end of the Contract (including any extension). B. Data and Reporting Requirements . All data and reporting requirements of the Contract shall continue bey o nd 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 alternati ve security provided under Article XI X. notI&M Contract

62 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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 ens ure the Commonwealth access to funds in the event that:

1. the Contractor fails to comply with Article I X (Ownership and Use of Data), Article X (Ownership and Use of Software), Article XI (Hardware Ownership and Lo cation) 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 In spections recorded in AL ARS times the applicable Contractor’s Fee;

b. Reconciliation of consumables, I nspectio n stickers and training materials;
c. Li quidated 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 n ot the subject of a written notice under Paragraph D. above or under Paragraph 2 of Article VI I of the Contract shall be disbursed to the Contractor no later than 120 day s following the expiration or termination of the Contract. F. Notwithstanding Para graph E. above, unless such funds are the subject of a written notice under Paragraph D above or under Paragraph 2 of Article VI I of the Contract, funds in the amount of $130,000 shall continue to be withheld bey ond 120 day s following the expiration or ter

mination of the Contract, and shall be disbursed 120 day s following the Contractor’s submission to the Agencies of the document entitled “Final Reconciliation Data and In formation,” which consists of the data and information necessary to conduct a final re conciliation 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, o r demand which the Commonwealth may have withI&M Contract

63 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program respect to the Contract. 

### AR TICLE 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 Co ntractor, for the Contractor:

1. to investigate or otherwise implement new OBD technologies in the later ye ars (3

- 5) of the Contract. The Agencies may direct the Contractor to (1) investigate and evaluate implementation of new OBD technologies; (2) imp lement a pilot program to demonstrate OBD technologies; (3) provide additional services related to new OBD technologies including implementation bey ond a pilot program, subject to a later price negotiation; or (4) use the funds for other emerging OBD techn ology 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 Dy na mometers; 5. to provide additional Workstation and Database software programming bey ond 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 Ser

vices. 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. Inaddition to the Agencies’ general authority to make expen ditures 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 purpos e 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).I&M Contract

64 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 

### AR TICLE XXIV

. MISCELLANEOUS PROVISIONS A. Pr ohibition Against Political Activity and Anti

- Boy cott 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 publi c office to the extent not permitted by law. 2. Inaddition, 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 def ined, participates in or cooperates with an international boy cott, 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 breac h 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

b usiness 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 Contrac tor, or which directly

or indirectly

owns at least 51% of the ownership interests of the Contractor. B. Li mitation on Other Business Activities. The Contractor, its officers and employ ees, and any

parent, subsidiary

or affiliated companies, shall not own any I nspection 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 Co ntract 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 Contr act 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 RegistryI&M Contract

65 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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 Bos ton, 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 Lawrencevill e, 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 respec tive successors or assigns in substitution or addition hereto by notice in writing to the party so rely ing. 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 Art icle. 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 I nterest. The Corporate Certificate concerning Disclosu re of Persons with Financial I nterest 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 require d by

Executive Order 350.I&M Contract

66 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program G. Li mitation of L iability
. Notwithstanding any thing 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 aud it 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 I nspection Stations. The Contrac tor shall cooperate to the maximum extent practicable with such audits. I. Reports. Notwithstanding any thing to the contrary , for any report required by

the terms of this Contract, the Parties acting through the Contract Officers may , by mutual consent, a djust 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 ” un less otherwise specified, means the day s 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.) sha ll not include L egal Holiday s.

2. “L egal Holiday ” means the following day s: New Year’s Day , Martin Luther King Day , President’s Day , Evacuation Day , Patriot’s Day , Memorial Day , Bunker Hill Day , In dependence Day , L abor 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 contac t 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 Contracto r 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 e ntity which has the au thority

to issue letters of credit and whose letter

- of

- creditI&M Contract

67 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 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.)I&M Contract

68 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program 

### AR TICLE XXV

. SCOPE OF

SER VICES SIGNA

TURES 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 r eason of the execution hereof or any thing herein contained, set their hands and seals to this Scope of Services, on the last day and y ear so indicated. COMMONWEAL TH OF MASSACHUSETTS by its Department of Environmental Protection and by its Registry

of Moto r Vehicles

___________________________ ________________________ Laurie Burt, Commissioner Catherine A. Key es, Chief Deputy Registrar Dated:I&M Contract

69 Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachus etts Motor Vehicle Emissions I nspection and Maintenance Program PARSONS COMMERCI AL TECHNOLOGY GROUP I NC, (“CONTRACTOR”) by : ________________________ date: ___________

_ its: ________________________I&M Contract
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, con tracts, 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 insp ection 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 bin ding upon said Corporation. I hereby certify that Iam 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 SU BSCRI BED BEFORE ME THI S ____ DAY OF _________, 2008.

_____________________ Notary Public My Commission Expires ______________I&M Contract



### For Attachments and Additional Documentation for the Contract with Parsons;
o Exhibits A throu gh H
 Exh A

- Website Emission Test Stats L ookup Specs 1

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- 08 Final
 Exh A

- App A
- DTC Names and Categories 1

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- 08 Final
 Exh B

- Im plementation Plan vs 10 1

- 15
- 08
 Exh C

- Reports etc 1
- 16
- 08 Final
 Exh D

- Fee Schedule 1

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- 08 Final
 Exh E 2008 09 30 B

- 4 2 Contractors Software L ist FI NAL
 Exh F

- Contractor Software L ist and Sublicenses 1

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- 08 Final
 Exh G

- Generic AT

- IT Accessibility L ist 1

- 16
- 08 Final
 Exh H

- Service Response Time 1

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

Final 1/16/2008 Submitted with the Massachusetts SI P Revision to 310 CMR 60.02, of the Massachusetts Motor Vehicle E missions I nspection and Maintenance Program