Administrative Use Only: Chart: W Fund: Contract/Purchase Order No. Org: Account: P______Westfield, Massachusetts 01086-1630 CONTRACT FOR SERVICES This agreement made and entered into by and (legal between name) (legal address) (hereinafter called “Contractor”) and Westfield State University, Westfield, MA (hereinafter called "University"), an agency of the Commonwealth of Massachusetts. Whereas the University desires to enter into a contract for services, and the Contractor represents itself as competent and qualified to accomplish the specific requirements of this contract to the satisfaction of the University, therefore this contract is entered into under the following terms and conditions: 1. SERVICE(S) TO BE PROVIDED: (please be very specific and use attachments as needed) The Contractor agrees to perform the services described below or in attachments if applicable. (Attachments must be specifically labeled; e.g., “Attachment A, consisting of __ pages,” and be initialed by authorized representatives of both parties.) Only those attachments specifically referenced in this Contract for Services shall apply. The terms and conditions as contained in this Contract for Services shall take precedence over any conflicting terms as may be attached hereto:

2. TERM OF THE CONTRACT From: To: (start date) (completion date) 3. RESPONSIBLE UNIVERSITY OFFICIAL: Name Title Department 4. PAYMENT: A. The University shall compensate the Contractor for the services at the rate of $ per (e.g., hour, day, week, semester, project, etc.). B. In no event shall the Contractor be reimbursed for holidays, sick days, or time other than that actually spent providing the described service(s). C. Payment: All invoices are to be directed to the University individual and department responsible for this contract (no. 3); payments will not be processed without a departmental Authorization to Pay; all payments require an approved invoice (statements will not be accepted). Payment(s) for this contract is/are monthly , quarterly , other (specify). The University agrees to make all reasonable effort to process payments on a net thirty (30) day basis, in accordance with the procedures and regulations of the Office of the State Comptroller. D. Reimbursement for travel: Yes No All travel and meals are part of this contract. No reimbursement will be made. Yes No Contractor will be reimbursed for pre-approved travel in an amount not to exceed $ . Copies of receipts must be submitted. Any expense claimed by the Contractor for which there is no supporting documentation shall be disallowed. E. The total of all payments made against this contract shall not exceed $ . 5. FUNDING FOR FISCAL YEAR APPROPRIATIONS: Appropriations for expenditures by agencies of the Commonwealth and authorization to spend for a particular purpose are ordinarily made on a fiscal year basis. The fiscal year of the Commonwealth is the twelve (12) month period ending June 30 of each year. The obligations of the University under this Contract for the present or any subsequent fiscal year following the fiscal year in which this Contract is executed are subject to the appropriation to the University of funds sufficient to discharge the University's obligation which accrues in this or any subsequent fiscal year. In the absence of such appropriation or authorization, this Contract shall be terminated immediately upon the Contractor's receipt of notice to said effect without liability for damages, penalties or other charges arising from early termination. Expenditures for Contracted services that will extend beyond a single fiscal year shall not exceed in any fiscal year the amount appropriated and authorized for said fiscal year. The Contractor's yearly costs, as contained herein, may not exceed the amount appropriated for said year. 6. NON-DISCRIMINATION IN EMPLOYMENT AND AFFIRMATIVE ACTION: The Contractor shall not discriminate against any qualified employee or applicant for employment because of race, color, national origin, ancestry, age, gender, religion, person(s) with disability(ies), or gender orientation. The Contractor agrees to comply with all applicable Federal and State statutes, rules and regulations prohibiting discrimination in employment including but not limited to: Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act of 1967; Section 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; and M.G.L.c.151B. 7. CONTRACTOR’S CERTIFICATION: Contractor certifies that this Contract is in full compliance with all applicable regulations and requirements of law, as set forth herein. Contractor further certifies under the pains and penalties of perjury that pursuant to M.G.L. c.62C, s.49A, that the contractor has filed all state tax returns, paid all taxes and complied with all laws of the Commonwealth relating to contributions and payment in lieu of contributions to the Employment Security System; and with all laws of the Commonwealth relating to Worker's Compensation, c.152. The Contractor also represents that (s)he/it is qualified to perform the described service(s) and has obtained all requisite licenses and permits, as may be required, to perform those services. 8. CONTRACTOR: By signing below, Contractor certifies under the penalties of perjury that the name and address given is the Contractor's legal name and address and that the Taxpayer Identification Number indicated is the Contractor's true TIN. The provisions of this contract shall not be construed for any purpose with reference to or on the basis of its providence or authorship, and both parties do hereby acknowledge that they are jointly responsible for the content and construction of each such provision. The Contractor further agrees that this contract includes and is made subject to the terms and conditions on page two (2) of this contract. Contract Approved: Contract Accepted as Specified: Westfield State University Contractor

(Signature Department Head) (Date) (Legal Name) (Date) Currently a Westfield State University Employee? Yes No By: (Name and Title – Please type or print) (Signature and Title) Legal Address:

(President/Vice President or Designee) (Date)

Page 1 (Contract continued on page 2) Telephone No.: ( ) - - ext.

Please indicate Individual Partnership Trust one: Corporation Other (with description) (Name and Title – Please type or print) Taxpayer Identification No.: (Social Security No. or Federal Identification ID No.) For Administrative Use Only - Additional University Signature

______Vice President, Administration and Finance or Designee Date: ______NOTE: THE CONTRACTOR IS HEREBY NOTIFIED THAT THIS FORM CONSTITUTES A SUBSTITUTE W-9, OR M-9 FORM AND THAT PAYMENTS UNDER THIS CONTRACT ARE CONSIDERED TAXABLE INCOME ON THE CONTRACTOR'S FEDERAL AND STATE ANNUAL TAX RETURNS AND WILL BE REPORTED TO THE INTERNAL REVENUE SERVICE. A FORM 1099 WILL BE SENT TO CONTRACTOR'S LEGAL ADDRESS, AS NOTED ABOVE. Revised 10/10

CONTRACT FOR SERVICES (continued from page 1)

This Agreement is made subject to the following Terms and Conditions:

9. TERMINATION: This Contract may be terminated without cause by either party by giving written notice to the other at least thirty (30) calendar days prior to the effective date of termination stated in the notice. If Contractor fails to fulfill his/her obligations in a manner satisfactory to the University, the University may terminate this Contract by giving written notice to the Contractor at least seven (7) calendar days before the effective date of termination stated in the notice; provided the University may, if it deems necessary to protect its property or the proper conduct of its activities, terminate this contract by giving notice of fewer than seven (7) calendar days. The notice shall state the circumstances of the alleged breach and may state a period during which the alleged breach may be cured, which cure shall be subject to approval by the University. 10. OBLIGATIONS IN EVENT OF TERMINATION: A. Upon termination, all finished or unfinished documents, data, studies, and reports prepared by the Contractor pursuant to this Contract shall become the property of the University. B. The University shall promptly pay the Contractor for all services performed to the effective date of termination, subject to indemnification provisions of Clause 19 hereof and subject to offset of sums due the Contractor against sums owed by the Contractor to the University. 11. CONFLICT OF INTEREST: No officer or employee of the Commonwealth shall participate in any decision relating to this Contract which affects his/her personal interest or the interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, as set forth in M.G.L. c.268A. No officer or employee of the Commonwealth shall have any interest, direct or indirect, in this Contract or the proceeds thereof. 12. RECORD KEEPING, AUDIT, AND INSPECTION OF RECORDS: The Contractor shall maintain books, records and other compilations of data pertaining to the requirements of the Contract to the extent and in such detail as shall properly substantiate claims for payment under the Contract. All such records shall be kept for a period of six (6) years or for such longer period as is specified herein. For purpose of measuring their dates of expiration, all retention periods start on the first day after final payment under this Contract. If any litigation, claim, negotiation, audit or other action involving the records is commenced prior to the expiration of the applicable retention period, all records shall be retained until completion of the action and resolution of all issues resulting therefrom, or until the end of the applicable retention period, whichever is later. The Federal grantor agency, the University, or any of their duly authorized representatives or designees shall have the right at reasonable times and upon reasonable notice, to examine and copy, at reasonable expense, the books, records, and other compilations of data of the Contractor which pertain to the provisions and requirements of this Contract. Such access shall include on-site audits, review, and copying of records. 13. POLITICAL ACTIVITY, ANTI-BOYCOTT WARRANTY: The Contractor may not use any Contract funds and none of the services to be provided by the Contractor may be used for any partisan political activity or to further the election or defeat of any candidate for public office. During the term of this Contract, neither the Contractor nor any controlled group, within the meaning of s.993 (a) (3) of the Internal Revenue Code, as amended, shall participate in or cooperate with any international boycott, as defined in s.999(b) (3) and (4) of the Internal Revenue Code of 1986, as amended; nor shall either engage in conduct declared to be unlawful by M.G.L.c.151E,s.2. 14. PUBLICITY, PUBLICATION, REPRODUCTION, AND USE OF CONTRACT PRODUCTS OR MATERIALS: Unless the parties otherwise agree in writing, title and possession of all data, reports, programs, software, equipment, furnishings, and any other documentation or product paid for with University funds shall vest with the University at the termination of the Contract. The Contractor shall at all times obtain the prior written approval of the University before it, any of its officers, agents, employees or subcontractors, either during or after termination of the Contract, makes any statement bearing on the work performed or data collected under this Contract to the press or issues any material for publication through any medium of communication. If the Contractor, or any of it subcontractors, publishes a work dealing with any aspect of performance under the Contract, or of the results and accomplishments attained in such performance, the University shall have a royalty-free non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use the publication. The Contractor shall use reasonable means to inform the public that the University provides financial support for its operations and services by explicitly stating on publicity material, stationery, posters and other written materials, and on its premises the following: "This program is supported in part (in full) by the Commonwealth of Massachusetts, Westfield State University." 15. CONFIDENTIALITY: The Contractor shall keep confidential all personal and other confidential data and information that is provided to him by the University or that otherwise comes into his possession in the performance of his obligations under this Contract, and the Contractor shall not disclose the same to other persons or entities without the prior written authorization of the University. The Contractor shall comply with all laws and regulations relating to confidentiality and privacy as defined by M.G.L.c.66A, including but not limited to any rules or regulations of the University. 16. ASSIGNMENT BY CONTRACTOR AND SUBCONTRACTING: The Contractor shall not assign or in any way transfer any interest in this Contract without the prior written consent of the University, nor shall (s)he/it subcontract any services without the prior written approval of the University. 17. CHOICE OF LAW: This Contract shall be construed under and governed by the laws of the Commonwealth of Massachusetts. The Contractor agrees to bring any federal or state legal proceedings arising under this Contract in which the Commonwealth or the University is a party, in a court of competent jurisdiction within the Commonwealth of Massachusetts. This paragraph shall not be construed to limit any other legal rights of the parties. 18. FORCE MAJEURE: Neither party shall be liable to the other or be deemed to be in breach of this Contract for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include, but are not limited to, acts of God or of public enemy, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or unusually severe weather. Dates or times of performance shall be extended to the extent of delays excused by this section, provided that the party whose performance is affected notifies the other promptly of the existence and nature of such delay. 19. COMPLIANCE WITH LAWS AND INDEMNIFICATION OF UNIVERISTY: The Contractor shall comply with all applicable laws, rules, regulations, ordinances, orders or requirements of the Commonwealth and any governmental authority relating to the delivery of the services specified in this Contract. The University may require the Contractor to pay fines, penalties, and damages that may arise out of or may be imposed because of, the Contractor's breach or failure to comply with the provisions of this Contract. Unless otherwise provided by law the Contractor shall indemnify and hold harmless the Commonwealth, the University, and their agents, officers and employees against any and all liability, loss, damages, penalties, costs or expenses for personal injury or damage to real or tangible personal property which the University may sustain, incur or be required to pay, resulting from, arising out of, or in connection with the services performed or delivered under this Contract by reason of acts, inactions, omissions, negligence, reckless or intentional misconduct of the Contractor, its agent(s), officers, employees or subcontractors; provided that the Contractor is notified of any claim within a reasonable time after the University becomes aware of it, and the Contractor is afforded an opportunity to participate in the defense of such claim. In such event, no negotiated settlement agreement shall be binding on the Contractor without the Contractor's concurrence. Northern Ireland Certification. Pursuant to G.L. c. 7 s. 22C for state agencies, state authorities, the House of Representatives or the state Senate, the Contractor certifies that it does not employ ten or more employees in an office or other facility in Northern Ireland and if the Contractor employs ten or more employees in an office or other facility located in Northern Ireland the Contractor certifies that it does not discriminate in employment, compensation, or the terms, conditions and privileges of employment on account of religious or political belief; and it promotes religious tolerance within the work place, and the eradication of any manifestations of religious and other illegal discrimination; and the Contractor is not engaged in the manufacture, distribution or sale of firearms, munitions, including rubber or plastic bullets, tear gas, armored vehicles or military aircraft for use or deployment in any activity in Northern Ireland.

Page 2 Executive Orders. For covered Executive state Departments, the Contractor certifies compliance with applicable Massachusetts Executive Orders (for most recent, see Governor’s Executive Orders) including but not limited to: Executive Order 481. Prohibiting the Use of Undocumented Workers on State Contracts. For all state agencies in the Executive Branch, including all executive offices, boards, commissions, agencies, Departments, divisions, councils, bureaus, and offices, now existing and hereafter established the Contractor certifies under the pains and penalties of perjury they shall not knowingly use undocumented workers in connection with the performance of Contracts; that, pursuant to federal requirements, they shall verify the immigration status of all workers assigned to Contract without engaging in unlawful discrimination; and that they shall not knowingly or recklessly alter, falsify, or accept altered or falsified documents from any such worker. The Contractor understands and agrees that breach of any of these terms during the period of a Contract may be regarded as a material breach, subjecting Contractor to sanctions, including but not limited to monetary penalties, withholding of payments, contract suspension or termination. Executive Order 478. Non-discrimination. Diversity. Equal Opportunity, and Affirmative Action. And Executive Order 390. Establishing an Affirmative Market Program in Public Contracting. The Contractor and any subcontractors may not engage in discriminatory employment practices; and the Contractor certifies that they are in compliance with all applicable federal and state laws, rules, and regulations governing fair labor and employment practices; and committing to purchase supplies and services from certified minority or women-owned businesses, small businesses, or businesses owned by socially or economically disadvantaged persons or persons with disabilities. These provisions shall be enforced through the contracting agency, the Operational Services Division, and/or the Massachusetts Commission Against Discrimination. Any breach shall be regarded as a material breach of Contract that may subject Contractor to appropriate sanctions. Executive Order 130. Anti-Boycott. The Contractor warrants, represents and agrees that during the time this Contract is in effect, neither it nor any affiliated company, as hereafter defined, participates in or cooperates with an international boycott, 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 Section 2 of Chapter 151 E, Massachusetts General Laws. If there shall be a breach in the warranty, representation, and agreement contained in this paragraph, then without limiting such other rights as it may have the Commonwealth shall be entitled to rescind this contract. As used herein, an affiliated company shall be any business entity of which at least 51% of the ownership interests are directly or indirectly owned by the Contractor or by a person or persons or business entity or entities directly or indirectly owning at least 51% of the ownership interests of the Contractor, or which directly or indirectly owns at least 51% of the ownership interests of the Contractor. 20. WAIVERS: All conditions, covenants, duties and obligations contained in this Contract can be waived or amended only by written agreement. Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any way limit the legal or equitable remedies available to that party. 21. SEVERABILITY: If any provision of this Contract is declared or found illegal, unenforceable, or void, then both parties shall be relieved of all obligations under the provision. The remainder of the Contract shall be enforced to the fullest extent permitted by law. 22. STATUS: Nothing in this Contract shall be deemed to constitute the Contractor an employee of the University or of any other agency of the Commonwealth of Massachusetts, nor shall it be deemed to constitute him a partner of or a joint venture with the University for any purpose. 23. AMENDMENTS: No amendment to this Contract shall be effective unless it is signed by authorized representatives of both parties and complies with all other regulations and requirements of law. 24. ENTIRE AGREEMENT: The parties understand and agree that this Contract and attachments (if any) supersedes all other verbal and written agreements and negotiations by the parties relating to the services under this Contract. 25. NOTICE: Unless otherwise specified in an attachment hereto, any notice hereunder shall be in writing, addressed to the persons and addresses indicated on the front page of this contract.

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