NEW ENGLAND AND TRIBAL ORGANIZATIONS (NEATO)

WIC RETAIL INFANT FORMULA REBATE AGREEMENT

Draft Agreement Appendices A through H

Standard Contract Clauses

Appendix A Federal Regulations Page 2 Appendix B Cherokee Nation Page 3 Appendix C Connecticut Page 6

Appendix D Maine Appendix E Massachusetts Appendix F New Hampshire Appendix G Rhode Island

Appendix H Vermont Page 96

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Draft Agreement Appendix A Federal Regulations

7 CFR Subtitle B Chapter II Subchapter A Part §246

Be advised: the electronic version of the regulations can be accessed online:

https://www.ecfr.gov/current/title-7/subtitle-B/chapter-II/subchapter-A/part-246#part-246

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Draft Agreement Appendix B Standard Contract Clause

Cherokee Nation

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CHEROKEE NATION

Standard Clauses

DRUG FREE and TOBACCO FREE WORKPLACE:

a. Any Contractor performing work for the Cherokee Nation agrees to publish a statement notifying all employees, subcontractors, and other workers that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the CONTRACTOR’S workplace and specifying the actions that will be taken against violators of such prohibition.

b. The NATION will consider lack of enforcement or lax enforcement of the statement by the CONTRACTOR a default of the contract.

c. The CONTRACTOR further agrees to provide all persons engaged in performance of the contract with a copy of the statement.

d. A copy of the CONTRACTOR’S Drug Free Workplace statement shall be included with any bid submitted or the CONTRACTOR will be deemed to accept and agree to use the statement provided by the NATION.

e. The CONTRACTOR understands and recognizes that all Cherokee Nation buildings, whether leased or owned, and the grounds surrounding those facilities are considered by the NATION to be a tobacco free workplace. The CONTRACTOR will ensure all employees, subcontractors, and other workers will abide by this policy.

ASSIGNMENT OR NON-ASSIGNMENT PROVISION:

The NATION and the CONTRACTOR hereby agree the services specified in this Agreement may not be delegated or assigned without the prior written approval of the NATION.

TERMINATION OR CANCELLATION:

This Agreement may be terminated by either party, with or without cause, upon thirty (30) days written notice by certified letter. In the event this Agreement is terminated or canceled by either party, the NATION shall compensate the CONTRACTOR only for services provided up to the point of termination or cancellation.

STATUS OF THE PARTIES:

The parties hereto stipulate and agree the CONTRACTOR is an independent contractor, and the NATION is interested only in the results of the CONTRACTOR'S services and shall not control the means and methods by which the CONTRACTOR'S services are rendered. The CONTRACTOR is not eligible for Federal, Social Security, State Workers' Compensation, or Unemployment Insurance Benefits from the NATION by virtue of payment received and shall be responsible for all Federal and State taxes related to payments received from the NATION under this Agreement.

HOLD HARMLESS:

The parties agree to hold each other and their respective employees, agents, and/or representatives harmless from all claims and/or liability by a third party for damages or injury to persons or property by the other party, including without limitation the generality of the foregoing, claims for which either party may be, or claim to be, or may be claimed by a third party to be liable, and legal fees and disbursements paid or incurred to enforce the provisions of this agreement. This provision shall continue in force and effect, notwithstanding the termination of the agreement. Nothing herein shall constitute a waiver of our sovereign immunity.

DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY MATTERS:

The CONTRACTOR certifies to the best of its knowledge and belief that neither the CONTRACTOR, nor any of its principals, are presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal, State, local, or Tribal agency. The CONTRACTOR also certifies to the best of its knowledge and belief that it has not, within a three-year-period preceding this Agreement, been convicted of or had a civil judgment rendered against it for: commission of a fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, local, or Tribal) contract or subcontract; violation of federal or state antitrust statutes relating to submission of offers or commissions or embezzlement, theft, forgery, bribery, falsifications or destruction of records, and/or making false statements; and is not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in this provision. The CONTRACTOR certifies it has not within a three-year period preceding this Agreement, had one or more contracts terminated for default by a Federal, State, local, or Tribal agency.

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GOVERNING LAWS AND CONFLICT OF LAW:

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the United States and where applicable, the laws of the Cherokee Nation. If it should appear that any of the Agreement terms are in conflict with any rule of law or statutory provision of the United States, or where applicable, with any rule of law or statutory provision of the Cherokee Nation, such conflicting term(s) shall be deemed inoperative and null and void insofar as it may be in conflict with such rule of law or statutory provision, and shall be deemed modified to conform to such rule of law or statutory provision. However, such conflict shall not operate to nullify or void the entire Agreement.

TERO:

The Cherokee Nation shall to the greatest extent feasible give preference in the award of contracts to Indian organizations and Indian-owned economic enterprises. All contracting is required to comply with procedures for selection of Contractors and Sub-contractors as set forth in legislation pertaining to preference to Indians in the awarding of contracts, Section 7(b) of the Indian Self-Determination Act if applicable, as well as the Cherokee Nation Acquisition Management Policies and Procedures. The successful Contractor will insert this clause in every subcontract in connection with the project.

INTEGRATION AND WAIVER:

This Agreement contains the complete expression of the parties’ agreement with respect to the subject matter hereof, and shall bind the parties, their successors and assigns. There are no previous or contemporary understandings, representations, or warranties not set forth herein. No subsequent amendment or modification of this Agreement shall be of any force or effect unless in writing and signed by the parties to be bound thereby. No provision of this Agreement shall be considered waived by the NATION unless such waiver is in writing and signed by the NATION. No such waiver shall be a waiver of any past or future default, breach, or modification of any of the provisions of this Agreement unless expressly stipulated in such waiver. The parties’ further state to the best of their knowledge, no employee of the NATION who exercises any functions or responsibilities in connection with the performance hereunder has any personal interest, direct or indirect, in this Agreement. This Agreement shall supersede any and all written or oral statements, agreements, and/or representations of the parties made prior to or contemporaneously with the execution hereof. The parties agree their respective performances hereunder shall be governed by an obligation of good faith.

AVAILABILITY OF FUNDS:

The NATION'S obligation for payment under this Agreement is contingent upon the availability of appropriated funds from which payment for services can be made. Funds are available for performance under this Agreement when appropriated or authorized by the Tribal Council of the Cherokee Nation. No legal liability on the part of the NATION for any payment may arise hereunder until funds are made available by the designated officer of the NATION for performance and until the CONTRACTOR receives notice of availability from the NATION'S designated officer through issuance of a purchase order.

PROMPT PAYMENT:

The CONTRACTOR certifies that all sums due to any suppliers have been paid or will be paid within ten (10) days of receipt of any money received from the Cherokee Nation under this Agreement.

CONFIDENTIALITY:

The NATION represents that it is a covered entity (CE) as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA). It is understood that any patient and/or participant information provided hereunder is subject to HIPAA concerning the privacy and confidentiality of patient and/or participant information and records and embodies certain proprietary information and is considered confidential. Any information acquired at the site or otherwise relating to processes belonging to either party and incorporated into the work shall be kept confidential. Both parties agree not to use in any unauthorized manner or communicate to others any such confidential items without the prior written consent of the patient and/or participant will undertake such measures as are necessary to require their respective employees, agents, representatives, and/or subcontractors to maintain complete confidentiality.

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Draft Agreement Appendix C Standard Contract Clause

Connecticut

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Be Advised: The following terms and conditions may not apply to the extent there are no goods or services purchased or exchanged and no payments will be made to Contractor by the state of Connecticut

Part I. Scope of Services, Contract Performance, Budget, Reports, Program-Specific and Agency-Specific Sections

Subsection A.1 GENERAL TERMS AND CONDITIONS

2) Reports and Report Schedule

3) Budget and Funding

4) Payments and Payment Schedule; Reimbursement; Under-expenditures; Surplus or Excess Payments; Refunds

5) Travel

6) Software, Computer Equipment and Programs

Part II. Terms and Conditions

Section B. Client Related Safeguards, Subsection 3. Background Checks

Section C. Contractor Obligations, Subsection 4. Federal Funds

Section C. Contractor Obligations, Section 6. Related Party Transactions

Section C. Contractor Obligations, Subsection 17. Reports

Section C. Contractor Obligations, Subsection18. Delinquent Reports

Section D. Changes to the Contract, Termination, Cancellation and Expiration, Subsection 1 (c) Contract Amendment

Section E. Statutory and Regulatory Compliance, Subsection 1. Health Insurance Portability Act

Section E. Statutory and Regulatory Compliance, Subsection 13. State Business Related Call Center and Customer Service

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DEPARTMENT OF PUBLIC HEALTH

CONTRACTS AND GRANTS MANAGEMENT SECTION

410 Capitol Avenue, Hartford, CT 06134

Contract Summary for Commissioner’s Office Review

ORIGINAL

AMENDMENT

CONTRACT NUMBER

NAME OF

CONTRACTOR

SOURCE OF FUNDING

DPH PROGRAM

Asthma Program

PROGRAM STAFF

CONTRACT

PERIOD

(From - To)

CONTRACT

TOTAL

BRIEF DESCRIPTION

OF SERVICE

If Amendment, amount of Amendment and reason for Amendment.

What organizations are these funds going to

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X Original Contract # # Contract Log # Amendment #

Max. Contract $ $ Contract Contact Person Rachelle Noyes Contact Telephone (860) 509-7704 Contact Email rachelle.noyes@ct.gov

STATE OF CONNECTICUT

PURCHASE OF SERVICE CONTRACT

(“POS”, “Contract” and/or “contract”)

Effective August 25, 2025

The State of Connecticut Department of Public Health

Street: 410 Capitol Avenue, PO Box 340308, MS 13 GCT

City: Hartford State: CT Zip: 06134-0308

Tel#: (860) 509-7704 (“Agency” and/or “Department”), hereby enters into a Contract with:

Contractor’s Name:

Street:

City: State: CT Zip:

Tel#: FEIN/SS#:

(“Contractor"), for the provision of services outlined herein in Part I. The Agency and the Contractor shall collectively be referred to as “Parties”. The Contractor shall comply with the terms and conditions set forth in this Contract as follows:

Contract Term / Effective Date

This Contract is in effect from September 1, 2025 through September 30, 2028.

Statutory Authority

The Agency is authorized to enter into this Contract pursuant to § 4-8,19a-2a,19a-32 of the Connecticut General Statutes (“C.G.S.”).

Set-Aside Status Contractor IS or IS NOT a set aside Contractor pursuant to C.G.S. § 4a-60g.

Contract Amendment

The parties, by mutual agreement, may amend Part I of this Contract only by means of a written instrument signed by the Agency and the Contractor, and, if required, approved by the Office of the Connecticut Attorney General. Part II of this Contract may be amended only in consultation with, and with the approval of, the Office of the Connecticut Attorney General and the State of Connecticut, Office of Policy and Management (“OPM”) in accordance with the section in this Contract concerning Contract Amendments.

All notices, demands, requests, consents, approvals or other communications required or permitted to be given or which are given with respect to this Contract (collectively called “Notices”) shall be deemed to have been effected as such time as the Notice is hand-delivered, placed in the U.S. mail, first class and postage prepaid, return receipt requested, sent by email, or placed with a recognized, overnight express delivery service that provides for a return receipt. All such Notices shall be in writing and shall be addressed as follows:

If to the Agency: State of Connecticut, Department of Public Health 410 Capitol Avenue, P.O. Box 340308, MS# 13GCT Hartford, CT 06134-0308 Attention: CGMS

If to the Contractor:

Contractor information

A party may modify the addressee or address for Notices by providing fourteen (14) days prior written Notice to the other party. No formal amendment is required.

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TABLE OF CONTENTS

Part I

Scope of Services, Contract Performance, Budget, Reports, Program-Specific and Agency-Specific Sections

Part II Terms and Conditions

A

Definitions C

Contractor Obligations, Continued

1. Artificial Intelligence 14. Choice of Law / Choice of Forum, Settlement

2. Bid of Disputes, Claims Against the State

3. Breach 15. Compliance with Law and Policy, Facility

4. Cancellation Standards and Licensing

5. Claims 16. Representation and Warranties

6. Client 17. Reports

7. Client Agency 18. Delinquent Reports

8. Contract 19. Protection of Confidential Information

9. Contract Parties 20. Workforce Analysis

10. Data 21. Litigation

11. Expiration

12. Force Majeure D

Changes to the Contract, Termination,

13. Confidential Information (formerly Personal Information )

Cancellation and Expiration

14. Confidential Information Breach (formerly Personal Information Breach)

1. Contract Amendment

15. Records 2. Contractor Changes and Assignment

16. Services 3. Breach

17. State 4. Non-enforcement Not to Constitute Waiver

18. Term 5. Suspension

19. Termination 6. Ending the Contractual Relationship

7. Transition after Termination or Expiration of

B

Client-Related Safeguards

1. Safeguarding Client Information E

Statutory and Regulatory Compliance

2. Reporting of Client Abuse or Neglect 1. Health insurance Portability and Accountability

3. Background Checks of 1996

2. Americans with Disabilities Act C

Contractor Obligations 3. Non-Discrimination

1. Cost Standards 4. Freedom of Information

2. Credits and Rights in Data 5. Whistleblowing

3. Organizational Information, Conflict of 6. Executive Orders and Other Enactments Interest, IRS Form 990 7. Campaign Contribution Restriction

4. Federal Funds 8. Summary of Ethics Laws

5. Audit and Inspection of Plant, Places of 9. Large State Contract Representation for

Business and Records 10. Large State Contract Representation for Official or Employee of State Agency

6. Related Party Transactions 11. Iran Energy Investment Certification

7. Suspension or Debarment 12. Access to Data for State Auditors

8. Liaison 13. State Business-Related Call Center and

Customer Service Work

9. Subcontracts 14. Consumer Data Privacy and Online Monitoring

10. Independent Capacity of Contractor 15. Artificial Intelligence

11. Indemnification 16. Consulting Agreements Representation

12. Insurance

13. Sovereign Immunity

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Part I. SCOPE OF SERVICES, CONTRACT PERFORMANCE, BUDGET, REPORTS, PROGRAM-

SPECIFIC AND AGENCY-SPECIFIC SECTIONS

The Contractor shall provide the following specific services for the (Program) and shall comply with the terms and conditions set forth in this Contract as required by the Agency, including but not limited to the requirements and measurements for scope of services, Contract performance, quality assurance, reports, terms of payment and budget. No Sections in this Part I shall be interpreted to negate, supersede or contradict any Section of Part II. In the event of any such inconsistency between Part I and Part II, the Sections of Part II shall control.

SECTION A

Subsection A.1 GENERAL TERMS AND CONDITIONS

1) The Contractor shall provide services for the Program described in detail, as follows. Such services shall be provided in accordance with the requirements of this Subsection A.1, program specific Part I, Section A, Subsection A.2, and Part II of this Contract.

2) Reports and Report Schedule

a) The Contractor shall submit to the Department periodic program, statistical, fiscal, expenditure and cash management reports, as applicable, in the format(s) provided by the Department, in accordance with the following schedule:

Funding Period ONE: 09/01/2025 to 09/30/2026

REPORTING PERIOD REPORTS DUE BY

September 1, 2025 through November 30, 2025 December 31, 2025 December 1, 2025 through February 28, 2026 March 31, 2026

March 1, 2026 through May 30, 2026 June 30, 2026 June 1, 2026 through September 30, 2026 November 15, 2026

Funding Period TWO: 10/01/2026 to 09/30/2027

REPORTING PERIOD REPORTS DUE BY

October 1, 2026 through December 31, 2026 January 31, 2027

January 1, 2027 through March 31, 2027 April 30, 2027 April 1, 2027 through June 30, 2027 July 31, 2027

July 1, 2027 through September 30, 2027 November 15, 2027

Funding Period THREE: 10/01/2027 to 09/30/2028

REPORTING PERIOD REPORTS DUE BY

October 1, 2027 through December 31, 2027 January 31, 2028 January 1, 2028 through March 31, 2028 April 30, 2028

April 1, 2028 through June 30, 2028 July 31, 2028 July 1, 2028 through September 30, 2028 November 15, 2028

b) The Contractor shall provide separate expenditure reports for each budgeted program, funding source, or site separately identified on the Budget(s) included in Section B of this Part I.

c) The Contractor certifies, by submission of any financial report, that the financial report has been reviewed for accuracy and that the expenditures shown are consistent with the terms and conditions set forth herein.

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d) The Contractor’s last programmatic and financial reports for each Contract Funding Period shall be cumulative for the entire Contract Funding Period (hereinafter Final Reports) and due no later than forty-five (45) days after the completion of all scheduled work under the Contract or the due dates identified in Part I, Section A, Subsections A.1(2)(a), whichever is earlier.

e) The financial Final Report submission for the Contract Funding Period shall include reports of the subcontractor(s) including award amounts, and subcontractor(s) respective expenditures.

f) The financial Final Reports of the Contractor and subcontractors, for the Contract Funding Period, shall not include any unpaid obligations.

g) Part I, Section A, Subsection A.1(2) shall survive any Termination of the Contract or the Expiration of its term.

3) Budget and Funding

a) The Contractor shall adhere to and expend funds in accordance with the Budget(s) included in Section B of this Part I.

b) The Contractor shall obtain prior written approval from the Department for any expenditures that exceed a budget line item by more than 20%. In addition, the Contractor shall obtain prior written approval from the Department before reallocating any funds budgeted for one program or site to another program or site within a single budget.

c) If Section B of this Part I includes more than one budget, the Contractor shall not commingle the funds provided by the Department for one budget with those provided for any other budget.

d) Future Funding Period Budgets, if not included in Section B of this Part I, shall remain the same as that for the latest included Funding Period Budget until, and unless, formally revised via the Department’s Budget Revision process or via Contract amendment.

e) Funds for this Contract are provided from the following sources:

SID Fund Description /CFDA# Year Amount

f) This Contract includes federal financial assistance and therefore the Contractor shall comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). See https://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl.

g) Cash Management Because funding under this Contract, includes federal grant funds, the Contractor shall comply with Federal Cash Management standards as follows:

i) The Department, as grantee of such funds, shall monitor cash draw-downs by the

Contractor (subgrantee) to minimize the time elapsing between the transfer of funds and the subsequent disbursement of such funds,

ii) The initial and second payment under this Contract will be a cash advance equivalent to one Contract Reporting Period of funds assuming an equal distribution, NEATO Draft Agreement Appendicies 12 of 102 https://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl https://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl

iii) The Contractor (subgrantee) shall submit to the Department Financial Reporting and Cash Needs Reports in accordance with the Contract Report Schedule,

iv) The third and successive payments under this contract will be equal in amount to the expenditures reported for the immediately prior Contract reporting period, and.

v) Any payment to be made under this provision may be reduced by the Department if cash needs documentation provided by the Contractor (subgrantee) supports such a change in the payment amount.

4) Payments and Payment Schedule; Reimbursement; Under-expenditures; Surplus or Excess Payments; Refunds

a) Maximum Payment

i) The total maximum payment for Funding Period 1 shall not exceed $.

ii) The total maximum payment for Funding Period 2 shall not exceed $.

iii) The total maximum payment for Funding Period 3 shall not exceed $.

iv) The total amount of payment made under this Contract shall not exceed $

b) Payment and Payment Schedule Payment shall be made according to the following upon the Department’s receipt and approval of satisfactorily and timely completed deliverables, reports, and/or the Department’s approval of properly executed invoices submitted by the Contractor.

i) An initial payment shall be processed by the Department after the later of:

1) the Department’s receipt of a fully executed Contract,

2) the beginning of the Contract Funding Period, or

3) the Department’s receipt of any required additional documentation, in an amount derived from the percentage of time the Reporting Period represents in proportion to the entire Contract Funding Period.

ii) A second payment shall be made after the later of:

1) the Department’s receipt of a fully executed Contract,

2) the first day of the second Reporting Period of the Contract Funding

Period, or

3) the Department’s receipt of any required additional documentation, in an amount derived from the percentage of time the Reporting Period represents in proportion to the entire Contract Funding Period.

iii) Subsequent payments during the Contract Funding Period shall be made at the beginning of each Reporting Period as follows:

1) after receipt and approval of scheduled financial reports and all deliverables or services as submitted by the Contractor, pursuant to the Contract terms and the Report Schedule, and

2) in an amount equal to the amount of expenditures reported and approved on the last submitted financial report.

iv) A final reconciliation shall be made at the end of each Contract Funding Period after receipt and approval of the final financial report for the Contract Funding Period and shall result in:

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1) an additional payment to fully reimburse the Contractor for all reported and approved expenses incurred under the Contract during the Funding Period, if all approved expenditures have not been fully reimbursed for the Contract Funding Period, OR

2) a demand for reimbursement of funds paid to the Contractor in excess of approved expenditures incurred by the Contractor during the Contract Funding Period, if the Contractor has been paid an amount that exceeds the approved expenditures reported on the final financial report.

c) In addition to the applicable provision of Part II, Section D of this Contract, the Department shall notify the Contractor in writing if the Contractor’s deliverables or reports are not approved, clearly stating the reason(s) the approval is being withheld and specifying what the Contractor must provide, consistent with the terms of this Contract, to obtain payment. Failure to provide the required response within the time specified in the notice shall constitute a breach of this Contract.

d) Reimbursement If any payment under this Contract includes reimbursement of direct expenses, such payment made by the Department shall be processed only upon receipt and approval by the Department of invoices and related documentation, as required and requested by the Department under this Contract.

e) Under-expenditures When the Department’s review of any financial report or on-site examination of a Contractor’s financial records indicates that under-expenditure(s) are likely to occur by the end of a Contract year, the Department may alter the payment amounts for the balance of the Contract year after providing written notice to the Contractor.

f) Payment Reduction In addition to the applicable provision of Part II, Section D of this Contract, the Department reserves the right to reduce payments and withhold funding for any program or site in a Contract for which the Contractor:

i) has not submitted or completed required deliverables,

ii) has not submitted required reports or audits,

iii) has submitted reports that have not received Department approval, or

iv) has submitted reports that do not support the need for full payment.

The Department shall give the Contractor written notice of any payments that are reduced or withheld under this provision.

g) Surplus or Excess Payments; Refund The Contractor shall:

i) upon demand by the Department at the end of the term of the Contract, remit in full to the Department any:

1) funds paid in excess of allowable budgeted costs, and

2) unexpended funds.

ii) not carry funds paid in excess of allowable budgeted costs forward into the following Funding Period or Contract unless requested of, and authorized by, the Department; and

iii) be liable for any Department program or financial audit exceptions and return to the Department all funds that have been disallowed upon review of such audit by

NEATO Draft Agreement Appendicies 14 of 102 the Department, or as provided under the provisions of this Contract, within the time specified by the Department in the written notice the Department will provide to the Contractor regarding such refund.

iv) Part I, Section A, Subsection A.1(4)(g) shall survive any Termination of the Contract or the Expiration of its term.

5) Travel For travel, meal and similar expenses allowed by this Contract, the Contractor shall comply with the provisions of the State Employee Reimbursement Regulations document as such policy may be updated or amended periodically, and as found in the following references:

a) http://portal.ct.gov/DAS/Business-Office/Employee-Travel-Information, and

b) https://osc.ct.gov/manuals/TravelProc2022/contents.htm If the Contractor does not have access to the Internet for the purpose of accessing this information, the Department shall provide hard copies of such documents to the Contractor upon request.

6) Software, Computer Equipment and Programs The Contractor shall be responsible for:

a) all maintenance activities, including repair costs, related to all computer equipment acquired with funds from this Contract, including but not limited to desktop computers and computer servers,

b) all development, maintenance and operating procedures necessary for any computer network established by the Contractor utilizing computer equipment acquired with funds from this Contract, including but not limited to network development, routine backup procedures and off-site storage activities, and

c) all maintenance, operating procedures, compliance with licensing and copyright obligations, and support for any software acquired with funds provided by this Contract.

7) Contractor Changes and Assignments In addition to the applicable provisions of Part II, Section D of this Contract, the following shall also apply:

a) In addition to notifying the Department of fundamental changes listed in Part II, Section D of this Contract, the Contractor must notify the Department of changes in key personnel, including but not limited to, Chief Executive Officer, program directors of Department-funded programs, and officers and members of the Contractor’s Board of Directors.

b) In addition to the requirements of Part II, Section D, Subsection 2(c) of this Contract, the Department’s determination of Contractor Changes and Assignments shall also include whether the Department shall:

i) approve of the changes and contract with the entity which results from the proposed changes, or

ii) terminate the Contract under applicable provisions of this Contract.

8) Effective, Accessible, and Nondiscriminatory Service Delivery The Contractor shall deliver services that are effective, accessible, and compliant with federal and state nondiscrimination laws. The Contractor shall implement policies and practices that promote clear communication, lawful access, and respect for all clients. This includes, as applicable:

a) Providing qualified interpreter and translator services and assessing bilingual personnel for proficiency using validated tools.

NEATO Draft Agreement Appendicies 15 of 102 http://portal.ct.gov/DAS/Business-Office/Employee-Travel-Information https://osc.ct.gov/manuals/TravelProc2022/contents.htm

b) Developing client-facing materials in prevalent languages for the service area and maintaining clear multilingual signage.

c) Ensuring facilities, communications, and services are accessible to individuals with disabilities and limited English proficiency and comply with applicable law.

d) Training staff in plain-language communication, confidentiality, trauma-informed practice, and procedural fairness.

e) Collecting service-relevant data on client needs and outcomes, consistent with law, to improve program access and quality.

f) Implementing a nondiscriminatory hiring process that is uniformly based on job-related qualifications, such as licensure, certifications, objective language proficiency, and documented experience with the program’s service models. Selection criteria shall not use protected characteristics or any proxy for protected characteristics.

g) Conducting outreach and recruitment using neutral, job-related methods that expand applicant pools.

h) Periodically assessing client satisfaction regarding access, clarity of communication, and respectful treatment, and using results for quality improvement.

9) Respect and Dignity

a) The Contractor shall provide services under this Contract in a manner which respects the dignity of each client, which may include but not be limited to provision or accommodation of the following:

i) adequate waiting areas for clients, including sufficient seating,

ii) adequate staff for the timely provision of contracted services,

iii) adequate facilities and arrangements for the proper delivery of contracted services to clients,

iv) training Contractor’s staff to comply with all applicable state and federal statutes and regulations regarding non-discrimination, and

v) client service that is responsive, positive and respectful.

b) If the Department deems it necessary for the Program or services conducted by the Contractor under this Contract, the Department may monitor service delivery to determine Contractor’s compliance under this Subsection.

10) Client Satisfaction The Contractor shall develop, implement, and maintain client satisfaction policies and procedures as follows:

a) The Contractor shall develop policies and procedures, to be reviewed and approved by the Department within thirty (30) days of execution of this Contract, regarding client satisfaction that includes:

i) A procedure for a client to make complaints or raise concerns about services the client has received under this Contract,

ii) A procedure that includes how the Contractor addresses and resolves such complaints or concerns, and

iii) A policy for when the Contractor shall notify the Department that it has received unsatisfactory client satisfaction, either through surveys or other complaints. The Contractor shall notify the Department, within fifteen (15) days of any unsatisfactory results, that technical assistance is required to assist the Contractor

NEATO Draft Agreement Appendicies 16 of 102 with developing and implementing a plan to achieve client satisfaction with services rendered under this Contract.

b) Develop client satisfaction tools and results that must be documented by the Contractor and provided to the Department upon request. The Contractor must develop evaluation methods to annually receive feedback, assess client satisfaction with services received, and solicit suggestions for program improvement. Such methods may include, but not be limited to:

i) Client satisfaction surveys or interviews;

ii) Participation in any Department required client surveys;

iii) Suggestion box or other client input mechanism; and

iv) Focus group or public meetings.

11) Rights to and Integrity of Public Records. In accordance with Conn. Gen. Stat. § 4d-34, (a) neither the Contractor nor Contractor Parties, as defined in Part II, Section A.8, shall have any title in or to (1) any public records which the Contractor or Contractor Parties possess, modify or create pursuant to a contract, subcontract or amendment to a contract or subcontract, or (2) any modifications by such contractor, subcontractor, employee or agent to such public records; (b) neither the Contractor nor Contractor Parties shall impair, the integrity of any public records which they possess or create; and (c) public records which the Contractor or Contractor Parties possess, modify or create pursuant to this Contract or other contract, subcontract or amendment to a contract or subcontract shall at all times and for all purposes remain the property/of the State. For purposes of this section, "public records" shall have the meaning set forth in Conn.

Gen. Stat. § 4d-33, as it may be modified from time to time.

12) Ownership of Data

a) Any and all Data, as such term is defined in Part II, Section A.9, collected, stored, held, hosted, located or utilized by Contractor and Contractor Parties on behalf of the State will remain the sole property of the State and the State shall retain any and all ownership of such data at all times, including but not limited to, throughout the Term and in connection with Contractor's actual or required Performance of the Services. It is further understood that at no time will Contractor have ownership of any data collected, stored, held, hosted, located, or utilized.

b) At no cost to the State, Contractor and Contractor Parties shall upon (i) State's written request at any time or (ii) within 15 days of the expiration or earlier termination of the Contract, as the same may be modified for any reason, make available to the State all data, including but not limited to, Confidential Information, as collected, stored, held, hosted, located, or utilized by Contractor and Contractor Parties. Upon request by the State, Contractor and Contractor's Parties, shall assist with the retrieval of the State's data, in a format acceptable to the State, at an additional, reasonable fee, consistent with industry standards, and agreed upon by the parties.

c) At no additional cost to the State, the State shall require that Contractor and Contractor Parties, upon (i) State's written request, (ii) final payment, or (iii) the expiration or earlier termination of this Contract, as the same may be modified for any reason, over-write and securely delete the State's Confidential Information and all data collected, stored, held, hosted, located, or utilized.

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PART II. TERMS AND CONDITIONS

The Contractor shall comply with the following terms and conditions.

A. Definitions.

Unless otherwise indicated, the following terms shall have the following corresponding definitions:

1. “Artificial Intelligence” has the same meaning as provided in Conn. Gen. Stat. § 4a-2e, as may be amended.

2. “Bid” shall mean a bid submitted in response to a solicitation.

3. “Breach” shall mean a party’s failure to perform some contracted-for or agreed-upon act, or his failure to comply with a duty imposed by law which is owed to another or to society.

4. “Cancellation” shall mean an end to the Contract affected pursuant to a right which the

Contract creates due to a Breach.

5. “Claims” shall mean all actions, suits, claims, demands, investigations and proceedings of any kind, open, pending or threatened, whether mature, unmatured, contingent, known or unknown, at law or in equity, in any forum.

6. “Client” shall mean a recipient of the Contractor’s Services.

7. “Client Agency” shall mean the agency of the State of Connecticut that is entering into this

Contract.

8. “Contract” shall mean this agreement, as of its effective date, between the Contractor and the

State for Services.

9. “Contractor Parties” shall mean a Contractor’s members, directors, officers, shareholders, partners, managers, principal officers, representatives, agents, servants, consultants, employees or any one of them or any other person or entity with whom the Contractor is in privity of oral or written contract (e.g. subcontractor) and the Contractor intends for such other person or entity to perform under the Contract in any capacity. For the purpose of this Contract, vendors of support services, not otherwise known as human service providers or educators, shall not be considered subcontractors, e.g. lawn care, unless such activity is considered part of a training, vocational or educational program.

10. “Data” shall mean all results, technical information and materials developed and/or obtained in the performance of the Services hereunder, including but not limited to all reports, survey and evaluation tools, surveys and evaluations, plans, charts, recordings (video and/or sound), pictures, curricula, electronically prepared presentations, public awareness or prevention campaign materials, drawings, analyses, graphic representations, computer programs and printouts, notes and memoranda, and documents, whether finished or unfinished, which result from or are prepared in connection with the Services performed hereunder.

11. “Expiration” shall mean an end to the Contract due to the completion in full of the mutual performances of the parties or due to the Contract’s term being completed.

12. “Force Majeure” shall mean events that materially affect the Services or the time schedule within which to perform and are outside the control of the party asserting that such an event has occurred, including, but not limited to, labor troubles unrelated to the Contractor, failure of or inadequate permanent power, unavoidable casualties, fire not caused by the Contractor, extraordinary weather conditions, disasters, riots, acts of God, insurrection or war.

13. “Confidential Information” (formerly “Personal Information”) shall mean any name, number or other information that may be used, alone or in conjunction with any other information, to identify a specific individual including, but not limited to, such individual’s name, date of birth, mother’s maiden name, motor vehicle operator’s license number, Social Security number, employee identification number, employer or taxpayer identification number, alien registration number, government passport number, health insurance identification number, demand deposit

NEATO Draft Agreement Appendicies 18 of 102 account number, savings account number, credit card number, debit card number or unique biometric data such as fingerprint, voice print, retina or iris image, or other unique physical representation. Without limiting the foregoing, Confidential Information shall also include any information regarding clients that the Agency classifies as “confidential” or “restricted.” Confidential Information shall not include information that may be lawfully obtained from publicly available sources or from federal, state, or local government records which are lawfully made available to the general public.

14. “Confidential Information Breach” (formerly “Personal Information Breach”) shall mean, generally, an instance where an unauthorized person or entity accesses Confidential Information in any manner, including but not limited to the following occurrences: (1) any Confidential Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2) one or more third parties have had access to or taken control or possession of any Confidential Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information; or (4) if there is a substantial risk of identity theft or fraud to the client, the Agency, the Contractor, or the State.

15. “Records” shall mean all working papers and such other information and materials as may have been accumulated and/or produced by the Contractor in performing the Contract, including but not limited to, documents, data, plans, books, computations, drawings, specifications, notes, reports, records, estimates, summaries, correspondence, and program and individual service records and other evidence of its accounting and billing procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature incurred in the performance of this Contract, kept or stored in any form.

16. “Services” shall mean the performance of Services as stated in Part I of this Contract.

17. “State” shall mean the State of Connecticut, including any agency, office, department, board, council, commission, institution or other executive branch agency of State Government.

18. “Term” shall mean the contract term as stated in Part I.

19. “Termination” shall mean an end to the Contract affected pursuant to a right which the

Contract creates, other than for a Breach.

B. Client-Related Safeguards.

1. Safeguarding Client Information. The Agency and the Contractor shall safeguard the use, publication and disclosure of information on all applicants for and all Clients who receive Services under this Contract with all applicable federal and state law concerning confidentiality and as may be further provided under the Contract.

2. Reporting of Client Abuse or Neglect. The Contractor shall comply with all reporting requirements relative to Client abuse and neglect, including but not limited to requirements as specified in C.G.S. §§ 17a-101 through 17a-101q, inclusive, 17a-102a, 17a-103 through17a- 103e, inclusive, 19a-216, 46b-120 (related to children); C.G.S. § 46a-11b (relative to persons with intellectual disabilities or any individual who receives services from the State); and C.G.S.

§ 17a-412 (relative to elderly persons).

3. Background Checks. The State may require that the Contractor and Contractor Parties undergo criminal background checks as provided for in the State of Connecticut Department of Emergency Services and Public Protection Administration and Operations Manual or such other State document as governs procedures for background checks. The Contractor and Contractor Parties shall cooperate fully as necessary or reasonably requested with the State and its agents in connection with such background checks.

C. Contractor Obligations.

NEATO Draft Agreement Appendicies 19 of 102

1. Cost Standards. The Contractor and funding state Agency shall comply with the Cost Standards issued by OPM, as may be amended from time to time. The Cost Standards are published by OPM the Web at https://portal.ct.gov/opm/fin-pos/standards/pos-cost-standards.

2. Credits and Rights in Data. Unless expressly waived in writing by the Agency, all Records and publications intended for public distribution during or resulting from the performances of this Contract shall include a statement acknowledging the financial support of the State and the Agency and, where applicable, the federal government. All such publications shall be released in conformance with applicable federal and state law and all regulations regarding confidentiality.

Any liability arising from such a release by the Contractor shall be the sole responsibility of the Contractor and the Contractor shall indemnify and hold harmless the Agency, unless the Agency or its agents co-authored said publication and said release is done with the prior written approval of the Agency Head. All publications shall contain the following statement: “This publication does not express the views of the Department of Public Health or the State of Connecticut. The views and opinions expressed are those of the authors.” Neither the Contractor nor any of its agents shall copyright Data and information obtained under this Contract, unless expressly previously authorized in writing by the Agency. The Agency shall have the right to publish, duplicate, use and disclose all such Data in any manner, and may authorize others to do so. The Agency may copyright any Data without prior Notice to the Contractor. The Contractor does not assume any responsibility for the use, publication or disclosure solely by the Agency of such Data.

3. Organizational Information, Conflict of Interest, IRS Form 990. During the term of this Contract and for the one hundred eighty (180) days following its date of Termination and/or Cancellation, the Contractor shall upon the Agency’s request provide copies of the following documents within ten (10) days after receipt of the request:

(a) its most recent IRS Form 990 submitted to the Internal Revenue Service, and

(b) its most recent Annual Report filed with the Connecticut Secretary of the State’s Office or such other information that the Agency deems appropriate with respect to the organization and affiliation of the Contractor and related entities.

THIS PROVISION SHALL CONTINUE TO BE BINDING UPON THE CONTRACTOR FOR ONE

HUNDRED AND EIGHTY (180) DAYS FOLLOWING THE TERMINATION OR CANCELLATION

OF THE CONTRACT.

4. Federal Funds.

(a) The Contractor shall comply with requirements relating to the receipt or use of federal funds. The Agency shall specify all such requirements in Part I of this Contract.

(b) The Contractor acknowledges that the Agency has established a policy, as mandated by section 6032 of the Deficit Reduction Act (“DRA”) of 2005, P.L. 109-171, that provides detailed information about the Federal False Claims Act, 31 U.S.C. §§ 3729-3733, and other laws supporting the detection and prevention of fraud and abuse.

(1) Contractor acknowledges that it has received a copy of said policy and shall comply with its terms, as amended, and with all applicable state and federal laws, regulations and rules. Contractor shall provide said policy to subcontractors and shall require compliance with the terms of the policy. Failure to abide by the terms of the policy, as determined by the Agency, shall constitute a Breach of this Contract and may result in cancellation or termination of this Contract.

(2) This section applies if, under this Contract, the Contractor or Contractor Parties furnishes, or otherwise authorizes the furnishing of health care items or services, performs billing or coding functions, or is involved in monitoring of health care provided by the Agency.

(c) Contractor represents that it is not excluded, debarred, suspended or otherwise ineligible to participate in federal health care programs.

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(d) Contractor shall not, for purposes of performing the Contract with the Agency, knowingly employ or contract with, with or without compensation:

(1) any individual or entity listed by a federal agency as excluded, debarred, suspended or otherwise ineligible to participate in federal health care programs; or

(2) any person or entity who is excluded from contracting with the State of Connecticut or the federal government (as reflected in the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, Department of Health and Human Services, Office of Inspector General (“HHS/OIG”) Excluded Parties list and the Office of Foreign Assets Control (“OFAC”) list of Specially Designated…