APPENDIX D - Contract Template.pdf

AGREEMENT

BETWEEN

DEPARTMENT OF CHILDREN, YOUTH AND FAMILIES

AND

BUSINESS VENDOR

Name of Contractor: BUSINESS VENDOR

Title of Agreement: Youth Development Support Services

Basis for Contract: RFP

Contract Award: Contractor agrees to performance of services and acceptance of the associated rates established in Appendix I - Scope of Work, Appendix II – Budget, and Appendix XV - A & B – Bid Proposals, of this Agreement. Additionally, the Contractor attests that the total value of this Agreement shall not exceed the contract ceiling.

Performance Period: July 1, 2026, through June 30, 2027. One-year (1) contract may be renewed for additional (4) four one-year periods, in accordance with the terms of the RFP which is up to five (5) years ending on June 30, 2031.

BETWEEN

DEPARTMENT OF CHILDREN, YOUTH AND FAMILIES

AND

THE RHODE ISLAND GENERAL CONDITIONS OF PURCHASE

SUPPLEMENTAL TERMS AND CONDITIONS

(ADDENDUM F AGENCY SPECIFIC REQUIREMENTS)

This Addendum to the State’s General Conditions of Purchase (220-RICR-30-00-13 available at https://rules.sos.ri.gov/regulations/part/220-30-00-13), supplements and serves as additional terms and conditions to the General Conditions of Purchase (“General Conditions”).

The General Conditions, along with the items incorporated by reference in 220-RICR-30-00-13.4, including all Addenda, serves as the “Agreement” between the Parties.

Under the General Conditions of Purchase, 220-RICR-30-00-13.34, this Agreement serves as GC Addendum F. GC Addendum F – Special Requirements – Requirements not otherwise addressed in the General Conditions or GC Addenda above.

WHEREAS, this Agreement is executed between the Rhode Island Department of Children, Youth and Families (the “Department”) and BUSINESS VENDOR (the “Contractor”) (collectively the “Parties”) for services rendered to the Department.

WHEREAS, the Contractor will perform all duties and responsibilities contained in the Scope of Work (Appendix I) and in the Bid Proposals (Appendix XV - A & B) and adhere to the agreed upon Budget (Appendix II).

WHEREAS, the Contractor is willing and qualified to provide services as described herein.

NOW THEREFORE, the Parties to this Agreement, for good and valuable consideration, the receipt of which is hereby acknowledged, agree as follows:

https://rules.sos.ri.gov/regulations/part/220-30-00-13

PAR. 1. GOVERNING LAW AND GENERAL TERMS AND CONDITIONS

The State’s Purchasing Law (Chapter 37-2 of the Rhode Island General Laws) and Rhode Island Department of Administration, Division of Purchases, Purchasing Rules, Regulations, and General Conditions of Purchase apply as the governing terms and conditions of this Agreement, which can be obtained at https://rules.sos.ri.gov/regulations/part/220-30-00-13. In addition, the provisions of Federal Laws, Regulations and Procedures governing the implementation of federal funds apply to this Agreement.

PAR. 2. PERFORMANCE

In addition to the obligations stated in 220-RICR-30-00-13.22, the Contractor shall perform all obligations, duties, and work for the interim period under this Agreement. Said duties and responsibilities are specifically contained in, but not limited to, the Scope of Work in Appendix I, the Scope of Work described in and incorporated in the Bid Proposal – A, in Appendix XV and the Budget in Appendix II. Furthermore, the Contractor agrees to the performance of and compliance with all Appendices incorporated herein in this Agreement. The Department shall have the right at all times, to review the work being performed and to that end, the Department shall be given reasonable access to all activities related to this Agreement.

PAR. 3. TIME OF PERFORMANCE

The Contractor shall commence performance of this Agreement on July 1, 2026, or as soon thereafter as award is fully approved by the Department of Administration and the Purchase Order is issued and shall complete performance no later than June 30, 2027 (hereinafter the “Initial Term”), unless terminated prior to that day by other provisions of this Agreement. This Agreement may be extended (hereinafter “Renewal Term(s)”) beyond the Initial Term upon thirty (30) days’ prior written notice of the expiration of the Initial Term or any Renewal Term to the Contractor. That is, the Department reserves the right to extend the Agreement for additional one-year terms, or other agreed upon periods, under all the same terms and conditions unless otherwise mutually agreed upon.

In the event the Department or the Contractor gives notice of its intent not to renew this Agreement, the Department shall have the right to extend all or any services to be performed under this Agreement for an additional period of one hundred and eighty (180) days, or such longer period as mutually agreed by the Parties in writing.

Further, the Parties may agree to certain extensions allowable in accordance with the terms of the RFP No. , which is up to five years ending on June 30, 2031.

PAR. 4. INDEPENDENT CONTRACTOR

The Contractor shall be engaged as an independent Contractor of the Department. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. The Contractor may not act as agent for, or on behalf of, the Department or to bind the Department in https://rules.sos.ri.gov/regulations/part/220-30-00-13 any manner. The Department shall issue an IRS Form 1099 reflecting the Contractor’s compensation and shall not be responsible for federal, state and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, state and local income, and other payroll taxes, workers' compensation, disability benefits, or other legal requirements applicable to the Contractor. The Contractor will not be entitled to worker's compensation, retirement, insurance, or other benefits afforded to employees of the Department.

PAR. 5. PROJECT OFFICER - DEPARTMENT

The Department shall appoint a Contract Manager to manage this Agreement. The Contractor agrees to maintain close and continuing communication with the Contract Manager throughout the performance of work and services undertaken under the terms of this Agreement. The Contract Manager is responsible for seeking authorization of all payments made by the Department to the Contractor under this Agreement. No work shall be commenced on the part of the Contractor without a valid Purchase Order issued by the Department of Administration, Division of Purchases.

PAR. 6. CONTRACTOR

The Contractor shall be responsible for coordinating and reporting work performed pursuant to this Agreement subject to and in accordance with the Scope of Work in Appendix I, within the Budget in Appendix II and within the Bid Proposals in Appendix XV – A & B. The Contractor shall notify the Department in writing immediately and seek approval from the Department, should a change to this Agreement be necessary in the opinion of the Contractor. Under no circumstances will a change be undertaken without the prior written approval of the Department.

The Contractor shall appoint a Project Officer to be responsible for coordinating and reporting work performed by the Contractor agency under this Agreement. The Project Officer shall notify the Department in writing immediately, and seek approval from the Department, should a change to this Agreement be necessary in the opinion of the Project Officer. Under no circumstances will a change be undertaken without the prior written approval of the Department. To the extent the Contractor provides more than one service type within this Agreement, it is agreed there may be more than one Project Officer. Contractor agrees to notify the Department within ten days (10) of the signing of the Agreement as to the name and contact information of the Project Officer.

The positions named by the Contractor and detailed in Appendix XVI Core Staff Positions, which is incorporated by reference herein, will be considered core project staff positions for this project. The Contractor will inform the Department of any changes made to its core staff positions.

PAR. 7. METHOD OF PAYMENT AND REPORTS

The Department will make payments to the Contractor in accordance with provisions of Appendix III - Payments and Reports Schedule attached hereto and incorporated by reference herein. The Contractor will complete and forward narrative, fiscal, and all other reports per Appendix III - Payments and Reports Schedule.

Failure to provide the necessary reports may result in reduction of payment for services in accordance with Appendix III.

PAR. 8. WORK REVIEWS

The Contractor recognizes the responsibilities of the Department to provide financial oversight of its Contractors and consultants and agrees that the scope of all work performed under this Agreement may be reviewed by the Department and/or its designee and/or by any third party designated by the Department, for the purpose of verifying hours, costs, and expenses, and to ensure that they are in conformance with state and federal laws, regulations and policies or for any other reason in the sole discretion of the Department.

PAR. 9. TERMINATION AND/OR DEFAULT OF AGREEMENT

This Agreement shall be subject to termination under any of the following conditions:

a) Mutual Agreement

The contracting Parties mutually agree in writing to termination.

b) Default by Contractor

The Department may, by not less than thirty (30) days prior written notice to the Contractor, terminate the Contractor’s right to proceed as to the Agreement if the Contractor:

1. Materially fails to perform the services described within the Scope of Work described in Addendum I within the time specified or any extension thereof; or

2. So fails to make progress as to materially endanger performance of the Agreement in accordance with its terms; or

3. Materially breaches any provision of this Agreement in the sole discretion of the Department. Termination at the option of the Department shall be effective not less than thirty (30) days after receipt of such notice, unless the Contractor shall have corrected such failure(s) thirty (30) days after the receipt by the Contractor of such written notice in the sole discretion of the Department; any failure which, in the exercise of due diligence, cannot be cured within such thirty (30) day period shall not be deemed a default so long as the Contractor shall within such period commence and thereafter continue diligently to cure such failure.

c) Termination in the Interest of the Department

The Department may terminate this agreement at any time by giving written notice to the Contractor of such termination and specifying the effective date thereof, not less than thirty

(30) days prior to the effective date of such termination. In such event, all finished or unfinished documents and other materials shall, at the option of the Department, become its property.

With respect to any termination in the Interest of the Department, it is expected that the Department shall pay for services actually provided in accordance with this Agreement for the children and youth cared for and placed there by the Department so long as placement was in accordance with the terms and conditions of this Agreement in the sole discretion of the Department.

Unless specifically agreed to, the Department shall not be responsible for costs associated with Termination described herein unless in accordance with this section(c). The Department will consider payment to Contractor of costs associated with the Termination by the Department in accordance with this Par. 9 and in accordance with PAR. 10 of this Agreement if the request for termination by the Department is through no fault of the Contractor, and the payment of shut down costs is in the sole discretion of the Department and subject to funding. All costs claimed by the Contractor in the instance of termination by the Department, at no fault of the Contractor, must be determined to be reasonable in nature and directly allocable to the contract prior to being paid by the Department.

For purposes of this section, the Contractor may be entitled to reasonable account shut down expenses associated with such termination including the penalties associated with early termination of a lease, software, or hardware, if deemed equitable, other unamortized or incremental expenses accrued but not charged, excluding anticipated profits; and other unreimbursed upfront costs incurred by the Contractor specifically associated with this Agreement, which do not allow or provide for early termination without incurring costs.

Further, the Department may consider compensation for accrued vacation time for employees specifically associated and allocable to the Department’s request for shut down of the program if the Contractor can clearly establish that the amount due accrued during the performance period of the Contract. The Department will not pay for employee severance or unemployment. The Contractor agrees to submit the request for termination compensation within 30 days of the request by the Department to terminate, and in all instances prior to the date of termination. It is agreed that there shall be a Cap to the amount the Department may pay in the amount of one and one half (1.5) months reimbursement of the Contract.

The payment of shut down or termination costs in accordance with this section shall be based upon termination through no fault of the Contractor, and the payment of shut down costs is in the sole discretion of the Department and subject to funding. All costs claimed by the Contractor in the instance of termination by the Department, at no fault of the Contractor, must be determined to be reasonable in nature and directly allocable to the contract prior to being paid by the Department. The Parties agree that if this Contract is terminated by mutual agreement, that no shut down costs shall apply as described herein in PAR. 10.

d) Availability of Funds

It is understood and agreed by the Parties hereto that all obligations of the Department, including the continuance of payments hereunder, are contingent upon the availability and continued appropriation of State and Federal funds, and in no event shall the Department be liable for any payments hereunder in excess of such available and appropriated funds.

In the event that the amount of any available or appropriated funds provided by the State or Federal sources for the purchase of services hereunder shall be reduced, terminated or shall not be continued at an aggregate level sufficient to allow for the purchase of the specified amount of services to be purchased hereunder for any reason whatsoever, the Department shall notify the Contractor of such reduction of funds available and the Department shall be entitled to remove any children and youth placed with the Contractor hereunder as it deems necessary. The Parties agree that the removal of children and youth or the cessation of services being provided shall be in a manner that is in the best interests of the children and youth. The Department shall be obligated for payments due to the Contractor up to the time of such notice of removal of the children and youth or the request to stop the services, or to request that the Contractor cease providing the services requested.

e) Termination by the Contractor

The Contractor may terminate this Agreement if it is determined that they can no longer provide the services agreed to, upon written notice to the Department at least 90 days before the effective date of termination. Should the Contractor terminate the Agreement, all applicable provisions related to PAR. 9 shall apply, and Contractor shall take all necessary steps for a smooth transition. Contractor agrees that all documents, data, studies, and reports related to the performance of this Agreement shall be submitted to the Department by the Contractor unless the Department directs otherwise. If an Agreement is terminated without inspection review or audit, the Department retains the right to conduct an inspection, review, or audit and to disallow reimbursement or recover funds if any finding warrants such action. Contractor shall not be reimbursed for any costs incurred as a result of early termination of the Agreement in accordance with this section.

PAR. 10. RESPONSIBILITIES UPON TERMINATION AND/OR DEFAULT OF

10.1 Upon termination and/or default in accordance with 220-RICR-30-00-13.20 and the delivery to the Contractor of a notice of termination, specifying the nature of the termination, the extent to which performance of work under this Agreement is terminated, and the date upon which such termination becomes effective, the Contractor shall:

1. Stop work under this Agreement on the date and to the extent specified in the notice of termination.

2. Take such action as may be necessary, or as the Department may reasonably direct, for the protection and preservation of the property related to this Agreement, which is in the possession of the Contractor and in which the Department has or may acquire an interest.

3. Terminate all orders and/or actions to the extent that they relate to the performance of work terminated by the notice of termination.

4. Subject to the provisions of this Par. 10, assign to the Department in the manner and to the extent directed by the Contract Manager all of the rights, title, and interest of the Contractor under the orders so terminated, in which case the Department shall have the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders, however, notwithstanding this provision, the Contractor will not be obligated to assign any such rights, title or interest in the absence of payment therefore by the Department.

5. With the approval or ratification of the Department, initiate settlement of all outstanding liabilities and all claims, arising out of such termination of orders, the cost of which would be reimbursable in whole or in part, in accordance with the provisions of this Agreement. Prior to a final settlement of said outstanding liabilities and claims arising out of such termination, final written approval from the Department must be obtained. Final approval by the Department shall not be unreasonably withheld.

6. Subject to the provisions of this paragraph, transfer title, or if the Contractor does not have title, then transfer their rights to the Department (to the extent that title has not already been transferred) and deliver in the manner, at reasonable times, and to the extent reasonably directed by the Department all files, processing systems, data manuals, or other documentation, in any form, that relate to all the work completed or in progress prior to the notice of termination as applicable to this Contract.

7. Complete the performance of such part of the work as shall not have been terminated by the notice of termination. The Contractor shall proceed immediately with the performance of the above obligations notwithstanding any delay in determining or adjusting the amount of any item of reimbursable price under this clause.

8. Upon termination, Contractor agrees to an orderly transition in accordance with 220-RICR-30-00-13.30. Prior to the end of the Termination and up to sixty (60) days thereafter, the Contractor agrees to make an orderly transition of contract and/or deliverables hereunder and to perform any and all tasks in good faith that are necessary to preserve the integrity of the work performed by the Contractor on behalf of the Department. Upon termination or expiration of the Agreement, the Contractor, shall, if requested by the Department at least thirty (30) days prior to such termination or expiration, provide reasonable training for the successor entity and/or continued performance of services. For providing such training or continued performance after the Term of the Agreement, the Department shall pay the Contractor at mutually agreed rates for personnel used in providing such training and/or services unless services delivered are already defined herein and rates established then such rates shall apply for such period. Should any missing data, materials, documents, etc., be discovered after expiration or termination, a grace period of one hundred and twenty (120) days shall be in effect during which the data, materials, documents, etc., is to be provided at a predetermined cost or at no additional cost if the Contractor caused the loss. Lost data shall be provided to the Department in form acceptable to the Department.

The Department may consider compensation for accrued vacation time for the Contractor’s employees specifically associated and allocable to the Department’s request for shut down of the program if the Contractor can clearly establish that the amount due accrued during the performance period of this Agreement. The Department will not pay for employee severance or unemployment. The Contractor agrees to submit its request for termination compensation within thirty (30) days of the request by the Department to terminate, and in all instances prior to the date of termination. It is agreed that there shall be a cap to the amount the Department may pay in the amount of one and one half (1.5) months’ reimbursement of the Contract.

The payment of shut down or termination costs in accordance with this Par.

8 shall be based upon termination through no fault of the Contractor, and the payment of shut down costs is in the sole discretion of the Department and subject to funding.

All costs claimed by the Contractor in the instance of termination by the Department, at no fault of the Contractor, must be determined to be reasonable in nature and directly allocable to the Agreement prior to being paid by the Department.

The Parties agree that if this Agreement is terminated by mutual agreement, no shut down costs shall apply as described herein.

9. The Contractor acknowledges and agrees the services and/or deliverables provided under this Agreement are very important to the Department and that upon expiration or termination of the Agreement, must be continued without interruption whether by the State, the Department, governmental agency or another private entity (“Successor Entity”). Prior to the end of the Termination and up to sixty (60) days thereafter, the Contractor agrees to make an orderly transition of contract and/or deliverables hereunder and to perform any and all tasks in good faith that are necessary to preserve the integrity of the work performed by the Contractor on behalf of the Department. Upon termination or expiration of the Agreement, the Contractor, shall, if requested by the Department at least thirty (30) days prior to such termination or expiration, provide reasonable training for the successor entity and/or continued performance of services. For providing such training or continued performance after the Term of the Agreement, the Department shall pay the Contractor at mutually agreed rates for personnel used in providing such training and/or services unless services delivered are already defined herein and rates established then such rates shall apply for such period. Should any missing data, materials, documents, etc., be discovered after expiration or termination, a grace period of one hundred and twenty (120) days shall be in effect during which the data, materials, documents, etc., is to be provided at a predetermined cost or at no additional cost if the Contractor caused the loss. Lost data shall be provided to the Department in form acceptable to the Department.

10.2 If a stop work order issued under this Par. 10 is canceled or the period of the stop work order or any extension thereof expires, the Contractor shall resume work. The Department shall make an equitable adjustment in the delivery schedule, the Agreement price, or both, and the Agreement shall be modified, in writing, accordingly, if:

1. The stop work order results in an increase in the time required for, or in the Contractor’s cost properly allocable to the performance of any part of this Agreement; and

2. The Contractor asserts its right to an equitable adjustment within ninety (90) days after the end of the period of work stoppage; provided, that if the state decides the facts justify the action, the state may receive and act upon a proposal submitted at any time before final payment under this Agreement.

The Department shall not be liable to the Contractor for loss of profits because of a stop work order issued under this clause, however, unless termination is for a default by the Contractor, the Contractor shall have the right to recover costs associated with maintaining the personnel, leases and equipment during the period of time the stop work order was in effect that cannot otherwise be reasonably utilized by the Contractor during the stop work period.

10.3 If the Agreement is terminated for default, following a reasonable notice and cure period not to exceed thirty (30) days unless agreed to by both Parties, the Department may withhold payment of any amount in excess of fair compensation for the work actually completed by the Contractor prior to termination of this Agreement and will be entitled to pursue all of its other available legal remedies against the Contractor.

Notwithstanding the above, the Contractor shall not be relieved of liability to the Department for damages sustained by virtue of any breach of this Agreement by the Contractor.

10.4 The Contractor's liability to the Department shall be for any damages arising out of or related to this Agreement, regardless of the form of action that imposes liability, whether in contract, equity, negligence, intended conduct, tort or otherwise, and including any direct damages incurred by the Department due to the intentional tortious actions of the Contractor in the performance or nonperformance of its obligations under this Agreement.

There is no limitation of the Contractor’s liability for disclosure of confidential information or intellectual property infringement.

Neither party shall be liable for any amounts for loss of income, profit or savings or incidental, consequential, indirect, exemplary, severance pay, punitive, or special damages of any party, including third Parties arising out of or related to this Agreement.

In the event the Contractor has failed to perform any substantial obligation under this Agreement, or has otherwise committed a breach of this Agreement, the Department may withhold all monies due and payable to the Contractor directly related to the breach, without penalty, until such failure is cured or otherwise adjudicated.

Notwithstanding the terms, conditions and/or requirements set out in this Agreement, the Contractor shall not be relieved of liability to the Department for damages sustained by the Department by virtue of any breach of the Agreement by the Contractor, and the Department may withhold payment to the Contractor for the purpose of setoff until such time as the exact amount of damages due the Department from the Contractor is determined. The Department acknowledges that the Contractor may have more than one agreement with the Department, and these provisions shall apply to the applicable agreement.

10.5 The Department may, by written notice of default to the Contractor, provide that the Contractor may cure a failure or breach of this Agreement within a period of thirty (30) days (or such longer period as the Department may authorize in writing), said period to commence upon receipt of the notice of default specifying such failure or breach.

The Department's exercise of this Par. 10.5 allowing the Contractor time to cure a failure or breach of this Agreement does not constitute a waiver of the Department's right to terminate this Agreement, without providing a cure period, for any other failure or breach of this Agreement.

10.6 Assurances Before Breach

If documentation or any deliverables due under this Agreement are not provided in accordance with this Agreement as reasonably determined by the Department, the Department may, at its option, require the Contractor to deliver additional resources to the extent commercially reasonable in order to complete the documentation or deliverable in accordance with this Agreement and ensure that other project schedules will not be affected.

Upon written notice by the Department of the Department's concerns regarding the quality or timeliness of an upcoming deliverable, the Contractor shall, within ten

(10) business days of receipt of said notice, submit a corrective action plan documenting the Contractor's approach to completing the deliverable to the satisfaction of the Department without affecting other project schedules. The Department, within ten (10) business days of receipt of the corrective action plan, shall approve the plan, reject the plan, or return the plan to the Contractor with specific instructions as to how the plan can be modified to merit approval and a specific period in which the revised plan must be resubmitted.

10.7 Department’s Options at Termination

In the event the Department terminates this Agreement pursuant to this Par. 10, the Department may at its option:

1. Retain all or a portion of such hardware, equipment, software, and documentation as has been provided by the Department’s funding, obtaining clear title or rights to the same, and procure upon such terms and in such manner as the Department may deem appropriate, hardware, equipment, software, documentation, or services as are necessary to complete the project; or

2. Notwithstanding the above, except as otherwise agreed, nothing herein shall limit the right of the Department to pursue any other legal remedies against the Contractor.

10.8 Changes in funding levels due to executive or legislative actions or due to unanticipated fiscal limitations may require the Department to reduce or eliminate the budget as a whole or individual line items for this Agreement. In the event of such reduction, the Parties shall coordinate to reduce the Scope of Work accordingly.

10.9 Nothing in this Agreement shall be construed to waive or limit the state or federal sovereign immunity or any other immunity from suit provided by law including, but not limited to Rhode Island General Laws, Title 9 Chapter 31, “Governmental Tort Liability.”

PAR. 11. ACCESSIBILITY AND RETENTION OF RECORDS

The Contractor agrees to make accessible and to maintain all fiscal, activity, and other records relating to this Agreement and relating to state and/or federal officials, or their designated representatives, necessary to verify the accuracy of Contractor invoices or compliance with the terms and conditions of this Agreement.

This accessibility requirement shall include the right to review and copy such records. This requirement is also intended to include but is not limited to any auditing, monitoring, and evaluation procedures, including on-site visits, performed individually or jointly, by state or federal officials or their agents necessary to verify the accuracy of Contractor invoices or compliance with this Agreement (in accordance with 2 CFR § 200.331). If such records are maintained outside of the State of Rhode Island, such records shall be made accessible by the Contractor at a Rhode Island location. Minutes of board of directors’ meetings, fiscal records, and narrative records pertaining to activities performed will be retained for audit purposes for a period of at least three (3) years following the submission of the final expenditure report for this Agreement.

Additionally, if any litigation, claim, or audit is started before the expiration of the 3-year period, the records must be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken in accordance with 2 CFR § 200.333. If audit findings have not been resolved at the end of the three (3) years, the records shall be retained for an additional three (3) years after the resolution of the audit findings are made or as otherwise required by law.

The Contractor and its subcontractors, if subcontractors are permitted within the scope of this Agreement, will provide and maintain a quality assurance system acceptable to the State covering deliverables and services under this Agreement and will tender to the State only those deliverables that have been inspected and found to conform to this Agreement’s requirements.

The Contractor will keep records evidencing inspections and their result and will make these records available to the State during Agreement performance and for three (3) years after final payment. The Contractor shall permit the State to review procedures, practices, processes, and related documents to determine the acceptability of Contractor’s quality assurance system or other similar business practices related to performance of the Agreement.

Notwithstanding the foregoing, documents pertaining to individual children and their family’s (clients) involvement with the Department, including intake reports, daily activity case notes, case plans and correspondence, shall be retained by Contractor in accordance with state and federal regulations.

At this time, it is acknowledged Department regulations require:

1. Client records be maintained for twenty (20) years after last contact with children and families.

2. Child service monitoring records for contract compliance, including incident reports, demographic reports, census reports, children’s global assessment scale reports, outcome of treatment measure reports, and related correspondence shall be retained by Contractor for a period of ten (10) years after performance of the contract and any actions upon the contract have been finalized.

ADOPTION RECORDS HELD BY PRIVATE AGENCIES.

Pursuant to R.I.G.L.§15-7.2-3 adoption records held by private agencies shall be retained by Contractor permanently and upon their closure shall be delivered to the Department documentation pertaining to licenses and certifications, as well as documentation relating to each child’s identity, current status, referral information, health and educations records, and information concerning familiar relationships. Also included may be documentation concerning critical events, contacts with social services, as well as case management related records.

Should the Contractor determine it is cost prohibitive to maintain the records in accordance with the state and federal record retention regulations in effect for the Department at the time of termination of the Agreement, the Contractor and the Department are free to agree that the Department shall take back all client records for storage, so long as all applicable and relevant records are submitted to the Department in a manner directed by the Department in their sole discretion and in compliance with the Secretary of State regulations for legally storing records in compliance with Rhode Island record retention laws. RIGL 38-1-10, 38-1-11, and RIGL 38-3-6.

The Contractor and its subcontractors, if subcontractors are permitted within the scope of this Agreement, will provide, and maintain a quality assurance system acceptable to the state covering deliverables and services under this Agreement and will tender to the state only those deliverables that have been inspected and found to conform to this Agreement’s requirements.

The Contractor will keep records evidencing inspections and their result and will make these records available to the state during Agreement performance and for three (3) years after final payment. The Contractor shall permit the state to review procedures, practices, processes, and related documents to determine the acceptability of Contractor’s quality assurance system or other similar business practices related to performance of the Agreement.

Further, the Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement.

PAR. 12. SECURITY AND CONFIDENTIALITY

12.1. Definitions

The following definitions shall apply:

1. “Breach” as defined pursuant to the Health Insurance Portability and Accountability Act (“HIPAA”) guidelines as well as those found in the Health Information Technology for Economic and Clinical Health Act (“HITECH”) means an acquisition, access, use or disclosure or suspected acquisition, access, use or disclosure of Protected Health Information (“PHI”) in violation of HIPAA privacy rules that compromise Personally Identifiable Information (“PII”) security or privacy. Additionally, a Breach or suspected Breach means an acquisition, access, use or disclosure or suspected acquisition, access, use or disclosure of PII or Sensitive Information (“SI”).

2. “Incident” is defined by OMB Memorandum M-17-12, “Preparing for and

Responding to a Breach of Personally Identifiable Information” (January 3, 2017), as an occurrence that (1) actually or imminently jeopardizes, without lawful authority, the integrity, confidentiality, or availability of information or an information system; or (2) constitutes a violation or imminent threat of violation of law, security policies, security procedures, or acceptable use policies.

3. “Confidential Information” means information that Contractor receives or has access to under this Agreement, including but not limited to; PII; SI;

PHI; Return Information; other information (including electronically stored information) or records sufficient to identify an applicant for or recipient of government benefits; preliminary draft, notes, impressions, memoranda, working papers and work product of State employees; any other records, reports, opinions, information, and statements required to be kept confidential by State or federal law or regulation, or rule of court; any statistical, personal, technical and other data and information relating to the State’s data; or other such data protected by State and federal laws, regulations.

4. “Personally Identifiable Information” or “PII” means any information about an individual maintained by an agency, including, but not limited to, education, financial transactions, medical history, and criminal or employment history and information which can be used to distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual, such as their name, social security number, date and place of birth, mother’s maiden name, biometric records, etc. (As defined in 45 CFR § 75.2 and as defined in OMB Memorandum M-06-19, “Reporting Incidents Involving Personally Identifiable Information and Incorporating the Cost for Security in Agency Information Technology Investments”). PII shall also include individual's first name or first initial and last name in combination with any one or more of types of information, including, but not limited to, social security number, passport number, credit card numbers, clearances, bank numbers, biometrics, date and place of birth, mother's maiden name, criminal, medical and financial records, educational transcripts (as defined in 45 CFR § 75.2 Protected Personally Identifiable Information).

5. “Protected Health Information” or “PHI” means individually identifiable information relating to the past, present, or future health status of an individual that is created, collected, or transmitted, or maintained by a HIPAA-covered entity in relation to the provision of healthcare, payment for healthcare services, or use in healthcare operations. Health information such as diagnoses, treatment information, medical test results, and prescription information are considered protected health information under HIPAA, as are national identification numbers and demographic information such as birth dates, gender, ethnicity, and contact and emergency contact information. PHI relates to physical records, while ePHI is any PHI that is created, stored, transmitted, or received electronically.

PHI does not include information contained in educational and employment records, that includes health information maintained by a HIPAA covered entity in its capacity as an employer.

6. “Return Information” is defined under 26 USC § 6103(b)(2) and has the same meaning as “Federal Tax Information” or “FTI” as used in IRS Publication 1075.

7. “Sensitive Information” or “SI” means information that could be expected to have a serious, severe or catastrophic adverse effect on organizational operations, organizational assets, or individuals if the confidentiality, integrity, or availability is lost. Further, the loss of Sensitive Information confidentiality, integrity, or availability might: (i) cause a significant or severe degradation in mission capability to an extent and duration that the organization is unable to perform its primary functions; (ii) result in significant or major damage to organizational assets; (iii) result in significant or major financial loss; or (iv) result in significant, severe or catastrophic harm to individuals that may involve loss of life or serious life threatening injuries. (Defined in HHS Memorandum ISP-2007-005, "Departmental Standard for the Definition of Sensitive Information" as amended).

12.2. General

The Contractor shall take security measures to protect against the improper use, loss, access of and disclosure of any Confidential Information it may receive or have access to under this Agreement as required by this Agreement, the RFP and proposal, or which becomes available to the Contractor in carrying out this Agreement and the RFP and the proposal and agrees to comply with State requirements for safeguarding Confidential Information. All such information shall be held in strict confidence and protected by the Contractor from unauthorized use and disclosure utilizing same or more effective procedural requirements as are applicable to the State.

12.3. Privacy and Security Safeguards and Obligations

For all Confidential Information under this Agreement, the Contractor must comply with the following privacy and security requirements and obligations:

a. Ensure that its employees, Contractors, and agents implement the appropriate administrative, physical and technical safeguards to protect Confidential Information received by Contractor under this Agreement from loss, theft or inadvertent disclosure.

i. Administrative Safeguards. Contractor will advise all users who will have access to the Confidential Information of its confidential nature, the safeguards required to protect the Confidential Information, and the civil and criminal sanctions for noncompliance contained in applicable Federal laws.

ii. Physical Security/Storage: Contractor will store the Confidential

Information in an area that is physically and technologically secure from access by unauthorized persons during duty hours, as well as non-duty hours or when not in use (e.g., door locks, card keys, biometric identifiers, etc.). Only authorized personnel will transport the Confidential Information. Contractor will establish appropriate safeguards for such Confidential Information, as determined by a risk-based assessment of the circumstances involved.

iii. Technical Safeguards: Contractor agrees that the Confidential

Information exchanged under this Agreement will be processed under the immediate supervision and control of authorized personnel to protect the confidentiality of the Confidential Information in such a way that unauthorized persons cannot retrieve any such Confidential Information by means of computer, remote terminal, or other means. Contractor personnel must enter personal identification information when accessing Confidential Information on the State’s systems. Contractor will strictly limit authorization to those electronic Confidential Information areas necessary for authorized persons to perform his or her official duties.

iv. Understand that they are responsible for safeguarding this information at all times, regardless of whether the Contractor employee, subcontractor, or agent is at his or her regular duty station.

v. Ensure that laptops and other electronic devices/media containing

Confidential Information that constitutes PII are encrypted and/or password protected.

vi. Send E-mails containing Confidential Information that constitutes

PII only if encrypted and being sent to and received by email addresses of persons authorized to receive such information. In the case of FTI, Contractor employees, subcontractors, and agents must comply with Internal Revenue Service (“IRS”) Publication 1075’s rules and restrictions on emailing return information.

vii. Restrict access to the Confidential Information only to those authorized Contractor employees, sub Contractors, and agents who need such Confidential Information to perform their official duties in connection with purposes identified in this Agreement; such restrictions shall include, at a minimum, role-based access that limits access to those individuals who need it to perform their official duties in connection with the uses of Confidential Information authorized in this Agreement (“authorized users”).

Contractor shall not use or access Confidential Data for independent projects unrelated to the purposes identified in this Agreement.

Further, the Contractor shall advise all users who will have access to the Confidential Information provided under this Agreement of the confidential nature of the Confidential Information, the safeguards required to protect the Confidential Information, and the civil and criminal sanctions for noncompliance contained in the applicable Federal laws. The Contractor shall require its Contractors, agents, and all employees of such Contractors or agents with authorized access to the Confidential Information disclosed under this Agreement, to comply with the terms and conditions set forth in this Agreement, and not to duplicate, disseminate, or disclose such Confidential Information unless authorized under this Agreement.

viii. For receipt of FTI, the Contractor agrees to maintain all return information sourced from the IRS in accordance with IRC section 6103(p)(4) and comply with the safeguards requirements set forth in Publication 1075, “Tax Information Security Guidelines for Federal, State and Local Agencies”, which is the IRS published guidance for security guidelines and other safeguards for protecting return information pursuant to 26 CFR § 301.6103(p)(4)-1. In addition, the Contractor shall:

(1) Establish a central point of control for all requests for and receipt of Return Information and maintain a log to account for all subsequent disseminations and products made with/from that information, and movement of the information until destroyed, in accordance with

(2) Establish procedures for secure storage of return information consistently maintaining two barriers of protection to prevent unauthorized access to the information, including when in transit, in accordance with

(3) Consistently label return information obtained under this

Agreement to make it clearly identifiable and to restrict access by unauthorized individuals. Any duplication or transcription of return information creates new records which must also be properly accounted for and safeguarded. Return information should not be commingled with other records unless the entire file is safeguarded in the same manner as required for return information and the FTI within is clearly labeled in accordance with Publication 1075.

(4) Restrict access to return information solely to officers, employees, agents, and subcontractors of the Contractor whose duties require access for the purposes of carrying out this Agreement. Prior to access, the Contractor must evaluate which personnel require such access on a need-to-know basis. Authorized individuals may only access return information to the extent necessary to perform services related to this Agreement, in accordance with

(5) Prior to initial access to FTI and annually thereafter, the

Contractor will ensure that employees, officers agents, and sub Contractors that will have access to return information receive awareness training regarding the confidentiality restrictions applicable to the return information and certify acknowledgement in writing that they are informed of the criminal penalties and civil liability provided by sections 7213, 7213A, and 7431 of the Internal Revenue Code for any willful disclosure or inspection of return information that is not authorized by the Internal Revenue Code, in accordance with Publication 1075.

(6) Contractor must ensure information systems processing return information are compliant with Section 3544(a)(1)(A)(ii) of the Federal Information Security Management Act of 2002 (FISMA).

12.4. Ownership of Confidential Information

The Contractor expressly agrees and acknowledges that Confidential Information provided to and/or transferred by the State or to which the Contractor has access to for the performance of this Agreement is the sole property of the State and shall not be disclosed and/or used or misused and/or provided and/or accessed by any other individual(s), entity(ies) and/or party(ies) without the express written consent of the State. Further, the Contractor expressly agrees to forthwith return to the State any and all said Confidential Information and/or information and/or Confidential Information and/or database upon the State’s written request and/or cancellation and/or termination of this Agreement.

12.5. Compliance with Applicable Laws, Regulations, Policies and Standards

The Contractor agrees to abide by all applicable, current and as amended Federal and State laws, regulations, policies, guidance and standards governing the confidentiality of information to which it may have access to under this Agreement, including to but not limited to the Business Associate requirements of HIPAA (www.hhs.gov/ocr/hipaa) and 45 CFR § 155.260.