Attachment_A_ILS_Helpdesk_RFR_Model_Supplement_Contract.docx

ATTACHMENT A

MODEL SUPPLEMENT TO THE STANDARD CONTRACT FORM

BY AND BETWEEN

THE OFFICE FOR REFUGEES AND IMMIGRANTS

AND

[TBD]

Immigration LEGAL SERVICES: LEGAL HELP DESK [Note: This Attachment A - Model Supplement is provided as an attachment to the RFR for Immigration Legal Services: Legal Help Desk, to permit Bidders to review certain required contract terms and structure. ORI reserves the right in its sole discretion to adjust the terms and conditions stated herein with the final bid award, based upon changed circumstances or other considerations. The details of the Contractor’s scope of services will be set forth in Section 2 of this Attachment A, and additional sections, as applicable. Such scope of services will reflect the RFR requirements and the selected Bidder’s(s’) response. Bidders should not fill out this Attachment A as a component of their response to the RFR.]

This Contract is between the Commonwealth of Massachusetts, Office for Refugees and Immigrants (ORI) and [TBD] (Contractor), with principal offices located at [TBD].

WHEREAS, ORI issued a Request for Responses (RFR) on [DATE] for the Immigration Legal Services: Legal Help Desk;

WHEREAS, on [DATE], ORI selected the Contractor, based on the Contractor’s response to the RFR; and WHEREAS, the Contractor appears qualified and is willing to perform its duties as set forth herein subject to the terms and conditions hereof;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein ORI, and the Contractor agree as follows:

TABLE OF CONTENTS

Attachment A:

Model Supplement for the RFR for the Immigration Legal Services: Legal Help Desk

DEFINITIONS

Defined terms in 801 CMR 21.00 are hereby incorporated into this Attachment A. Additionally, the following terms or their abbreviations are defined as follows, unless the context clearly indicates otherwise.

Business Days means all days except for weekends and Commonwealth holidays. A list of Commonwealth holidays is available at https://www.sec.state.ma.us/divisions/cis/holiday-info.htm.

Contract – the Contract between ORI and the Contractor.

Contractor – the entity that enters into an agreement with ORI for the provision of services described in this Contract.

Deliverable – any work product that Contractor delivers for the purposes of fulfilling its obligations to ORI.

Immigrant – a person who has come to the United States with the intent to live in the United States, and who is not a U.S. citizen.

Key Personnel – Contractor personnel directly responsible for management of the Contract or those personnel whose professional skills are determined to be essential to the successful implementation of the Contract.

CONTRACTOR RESPONSIBILITIES

Scope of Services [This portion of the Model Supplement will be detailed based upon requirements in the RFR, incorporating the response of the successful Bidder(s).] Reporting Requirements [This portion of the Model Supplement will be detailed based upon requirements in the RFR, incorporating the response of the successful Bidder(s).] Performance Measures Contractor is required to maintain a minimum performance standard as defined in the Performance Measures [to be detailed in final agreement, and attached as Appendix B], as determined by ORI and provided to the Contractor. ORI may impose corrective action, with a timeline for improvement, where Contractor’s performance is not on track to meet the requirements set forth in Appendix B. Performance measures include any work to be performed by Subcontractors.

ORI reserves the right to reduce or recover payments to Contractor should the Contractor’s performance fall below 75% of stated performance measure goals as identified in Appendix B. ORI reserves the right, at its sole discretion, to revise the Performance Measures during the Contract term.

KEY PERSONNEL AND STAFFING REQUIREMENTS

Commonwealth Project Manager(s) [NAME] ([email address], [phone number]) will serve as the ORI Project Manager (“PM”) and will: (i) work closely with the Contractor PM to ensure successful completion of the project; (ii) review regular status reports and schedule regular meetings with Contractor, as necessary; (iii) coordinate participation from other agencies and/or vendors as required during the engagement; and (iv) otherwise provide reasonable support to Contractor.

Contractor Project Manager [NAME] ([email address], [phone number]) will serve as the Contractor Project Manager (the “Contractor PM”) and will (i) be responsible for administering this Contract and the managing of the day-to-day operations under this Contract, (ii) serve as an interface between the ORI PM and all Contractor personnel (including subcontractors) participating in this engagement; (iii) facilitate regular communication with the ORI PM, including status reports/updates, and review the project performance against the Implementation Plan and facilitate weekly project status meetings for the duration of the engagement; and (iv) be responsible for the management and deployment of Contractor personnel and subcontractors.

The PMs bear the primary responsibility for issue resolution. If an issue cannot be resolved by the PMs, the ORI PM shall escalate to [NAME] and the Contractor PM shall escalate to [NAME]. The PMs shall be responsible for coordinating a meeting with ORI and Contractor leadership to review and resolve any issues.

Contractor Key Personnel Contractor will provide the following key personnel for the following estimated time commitment.

Table 2: Personnel

Commitment

If a change to the assigned personnel is necessary, the Contractor PM will provide a written change request at least two (2) weeks prior to the change to the ORI PM. The ORI PM may reject or accept such change. Any personnel replacements must have the same or similar qualifications (educational background and certifications) and experience as that of the Contractor resources being replaced. Contractor shall take full responsibility for project management and for conducting a knowledge transfer to the new personnel at no additional cost to ORI or extension to the agreed-upon timelines. Contractor shall take full responsibility for project management. Contractor shall ensure any subcontractor(s) providing work under this Contract comply with all terms of the Contract and Contractor shall be responsible for the performance of each such subcontractor.

The Contractor’s staff shall have proven experience and professional capability to fulfill the job responsibilities of their role under the Contract.

Contractor must comply with 101 CMR 15.00, et seq. Pursuant to 101 CMR 15.00; the Contractor shall ensure that all applicants, employees, and volunteers seeking a paid or unpaid position under this Contract who may have contact with program clients, undergo a Criminal Offender Record Information (CORI) check. This requirement includes all Contract staff and any other subcontractors or volunteers. The Contractor shall also comply with all prescribed actions set forth in 101 CMR 15.09, as appropriate.

ORI RESPONSIBILITIES

General ORI shall provide oversight, technical assistance, and reasonable resources to support Contract activities and pay the Contractor in accordance with Section 5.

ORI Staff ORI shall designate a Contract Manager for this engagement. ORI shall designate additional staff, as appropriate, to schedule and attend meetings to review the Contractor’s activities under this Contract and facilitate coordination with other state agencies, if needed to fulfill objectives of this program.

PAYMENTS AND INVOICES

Payments and Invoice Submission Subject to ORI’s satisfaction with the Contractor’s performance, and other terms and conditions of the Contract, ORI shall pay the Contractor as follows.

The total maximum obligation under this Contract shall not exceed $XXXXXX.

The Contractor shall submit a line-item budget to ORI, in a form and format specified by ORI. ORI and the Contractor, via written confirmation, may agree to reallocate funds between budget line items to meet operational needs of the Contract without amendment to the Contract. Non-allowable costs may not be included in the Contract budget. All billing must be against the agreed upon budget and may not exceed the amounts set forth in Section 5.

Payments All billing and payments shall be subject to the Commonwealth’s bill-paying policies. ORI shall pay the Contractor on a cost reimbursement basis, subject to the Contractor’s budget as approved by ORI and the Contractor’s satisfactory performance as determined by ORI and described in the Performance Measures defined in Appendix B.

Invoicing The Contractor shall submit invoices on a monthly basis, following the Contract effective date, unless otherwise agreed by ORI. Invoices shall include all expenses for the period covered by the invoice.

ORI shall review all invoices and shall subsequently approve or reject each invoice in whole or in part. ORI shall notify the Contractor of any rejected portions, and such rejected portions may be modified by the Contractor or ORI and subsequently approved by ORI.

The Contractor shall maintain supporting documentation including invoices for any subcontracts for all invoices and shall provide such documentation to ORI upon request.

The Contractor shall satisfy all obligations under the Contract for the total amount invoiced and approved in accordance with this Section 5.

(Note, payment structure may be adjusted during contract negotiations in ORI’s discretion).

Non-allowable Costs Non-allowable costs under this Contract include but are not limited to:

Costs incurred to support activities or expenditures not included in the Contractors approved program budget or incurred prior to receiving ORI’s approval;

Out-of-state travel unless express prior authorization has been obtained from ORI;

Mileage reimbursement more than the state-approved rate;

Cash reserves;

Capital investments and improvements, vehicle purchases, and relocation costs, unless express written prior authorization has been obtained from ORI;

Any expenses not included in the Contract; and Management, administrative, or other costs already allocated to other contracts or not directly related to the provision of services under this Contract.

ADDITIONAL CONTRACT TERMS

Contract Term The Contract shall commence upon execution and expire June 30, 2027, subject to (1) the Contractor’s satisfactory performance, as determined by ORI, of all duties and obligations under this Contract, and (2) any termination provisions set forth in the Contract. The Contract may be extended through June 30, 2031, in increments determined by ORI at the sole discretion of ORI, upon the payment terms agreed to in the Contract. ORI reserves the right to further extend the Contract for any reasonable increment it determines necessary to complete a subsequent procurement. Extension of the Contract is subject to further legislative appropriations, continued authorizations if necessary, and ORI’s determination of satisfactory performance.

Contract Officers A. ORI authorizes [Name] as Contract Officer, who shall be authorized and empowered to represent ORI with respect to all matters relating to this Contract. Such designation may be changed during the period of this Contract only by written notice.

B. The Contractor authorizes [Name] as Contract Officer, who shall be authorized and empowered to represent the Contractor with respect to all matters relating to the implementation of this Contract. Such designation may be changed during the period of this Contract only by written notice.

Contract Staff Upon ORI’s request, the Contractor shall provide ORI with the resumes of staff assigned under the Contract, as determined by ORI. The Contractor may also be required to notify ORI immediately and provide the names of any proposed replacements of Contract staff. If there is a change to any leadership position under this Contract, Contractor will promptly inform ORI of this change, and keep ORI apprised on the replacement process.

Standard Contract Form; Commonwealth Terms and Conditions; Contractor Certifications The Standard Contract Form, Commonwealth’s Terms and Conditions[footnoteRef:2] and the Standard Contract Form Instructions and Contractor Certifications document (referred to as “Contractor Certifications”), include requirements and certifications that are incorporated into all ORI contracts. Contractor is responsible for reviewing and ensuring compliance with the terms set forth in these documents, including the certifications and associated requirements on pages 6-11 of the Contractor Certifications. The Contractor Certifications and applicable Commonwealth Terms and Conditions are incorporated into the Contract, as set forth in the Standard Contract Form. [2: ORI contracts may be issued under either the Commonwealth Terms and Conditions or the Commonwealth Terms and Conditions for Human and Social Services (also referred to as POS). As referenced here, “Commonwealth Terms and Conditions” refers to the version applicable to this Contract, which shall be identified on the Standard Contract Form, signed by the Contractor, to which this Attachment A is attached.]

Annual Filings and Reports; Tax Compliance; No Debarment The Contractor must be in compliance with all state and federal requirements related to conducting business and must be in compliance with relevant requirements of its incorporating state, if not Massachusetts. The Contractor must additionally ensure any subcontractors are similarly in compliance with these requirements.

The Contractor and any subcontractor must be in compliance with federal and state tax filing requirements. The Contractor and any subcontractor may not be debarred or suspended by the federal or state government under any law or regulations.

Background Check Requirements The following background check requirements apply to all staffing for the services provided under this Contract, including staffing and volunteers of any subcontractor providing such services.

Contractor must comply with 101 CMR 15.00, et seq. Pursuant to 101 CMR 15.00, the Contractor must conduct a Criminal Offender Record Information (CORI) check for all applicants, employees, and volunteers seeking a paid or unpaid position under this Contract who may have contact with program clients. Contractor must also comply with all prescribed actions set forth in 101 CMR 15.09, as appropriate. Additionally, as provided in 101 CMR 15.09(5), Contractor must comply with the requirements of the Division of Criminal Justice Information Services (DCJIS) governing CORI at 803 CMR 2.00 et seq.

In the event of a background check result that requires additional approval from ORI to proceed, consistent with 101 CMR 15.00, Contractor must obtain written authorization from ORI’s Executive Director or designee.

Conflict of Interest The Contractor certifies and agrees that it, its employees, affiliates, subcontractors, consultants, and those who have a contract with the Contractor shall not have any interest that conflicts with the performance of services under the Contract for the duration of the Contract, as determined by ORI. The Contractor shall inform ORI of any potential conflict of interest, in any degree, arising during the term of this Contract.

Language Access The Contractor must provide language translation, interpretation and accessibility services for non-English proficient clients and clients with communication-related disabilities. Contractor must ensure staff have language ability or access to language services and/or effective communication accommodation services when assisting clients.

Authorizations This Contract is subject to all necessary state and federal approvals, as applicable.

Restriction on the Use of the Commonwealth Seal Bidders and Contractors are not allowed to display the Commonwealth of Massachusetts Seal in their bid package or subsequent marketing materials, or related documents if they are awarded a contract, because use of the coat of arms and the Great Seal of the Commonwealth for advertising or commercial purposes is prohibited by law.

Protection of Commonwealth Data, Personal Data and Information Statutory Requirements The Contractor recognizes that in the performance of this Contract it will collect, use, maintain, disclose, create and/or otherwise access “personal data,” as defined in M.G.L. c. 66A, and that in so doing it will become a “holder” of personal data under M.G.L. c. 66A. As a holder of personal data, Contractor agrees that it maintain the privacy and security of such personal data and otherwise comply with all requirements of M.G.L. c. 66A with respect to such personal data.

The Contractor further agrees that it shall comply with all applicable state and federal regulatory, statutory, and other requirements, including ORI rules and regulations relating to or governing the confidentiality, privacy, and/or security of such personal data defined and any other data (including Protected Information, as defined below) received, used, created, maintained, disclosed or otherwise accessed in connection with this Contract, that may be in effect upon execution of, or as may be effective during the course of, this Contract. ORI may require specific written assurance and further agreements regarding the security and privacy of Protected Information.

For purposes of this Contract, “Protected Information” or “PI” means any “personal data,” as defined in M.G.L. c. 66A, any “personal information,” as defined in M.G.L. c. 93H, and any other information that is treated as confidential under any federal or state law or regulation that Contractor (or its Subcontractor) uses, maintains, discloses, receives, creates or otherwise accesses under or in connection with this Contract. Unless authorized by ORI in writing, all information, including aggregate information, that Contractor or its Subcontractor uses, maintains, discloses, receives, creates or otherwise accesses in connection with this Contract is considered PI if it is not fully de-identified in accordance with 45 CFR §§164.514(a)-(c). Further, ORI reserves the right to add any requirement during the course of the Contract that it determines it must include in the Contract in order for ORI to comply with M.G.L. c. 66A, 801 CMR 3.00, M.G.L. c. 93H, 201 CMR 17, and other applicable laws, regulations, and policies.

Permitted Use The Contractor may use PI and any data derived or extracted from PI only for purposes directly related to the Contractor’s performance under this Contract. In using PI for such permitted purposes, the Contractor shall limit access to the information only to those employees, agents, and authorized Subcontractors who need such information in order to perform their official duties in connection with the Contractors performance of its obligations under this Contract.

The Contractor shall not disclose or release any PI to any person or entity other than: (a) to its authorized Subcontractors in the performance of Contract responsibilities hereunder, if any; (b) to the subject of the PI, if such disclosure is specifically contemplated under this Contract or otherwise approved by ORI in writing; (c) as required by law, in accordance with the following paragraph; and (d) with the prior written authorization from ORI; provided that any such disclosure must otherwise comply with all applicable privacy laws and regulations, the terms of this Contract and the terms of any other Contract or agreement relating to the privacy or security of PI that the Contractor may enter into pursuant to this Contract; any such Contract or agreement will be referred to as a “Emergency Confidentiality Agreement.”

The Contractor may use or disclose PI if and to the extent specifically required by federal or state law or regulation applicable to Contractor, provided that any such use or disclosure must be consistent with the restrictions of M.G.L. c. 66A any other applicable privacy or security law or regulation.

Data Security In addition to any other requirement in this Contract or the Commonwealth Terms and Conditions related to data security, as of the Contract effective date, the Contractor shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of PI and any other confidential information and materials in the Contractor’s control and used by the Contractor under this Contract, and that prevent use or disclosure of such information and materials other than as provided for by and in accordance with the terms of this Contact. All such safeguards must meet, at a minimum, all applicable Commonwealth data security and information technology resource policies, procedures, processes, and mechanisms, including those established for access to PI or systems containing PI. For purposes of the foregoing sentence, “Commonwealth data security and information technology resource policies, procedures, processes, and mechanisms” shall include those established by the Executive Office of Technology Services and Security (found at https://www.mass.gov/handbook/enterprise-information-security-policies) and ORI (hereinafter, the “Standards”).

The Contractor shall notify ORI of any change in its administrative, technical, or operational environments that compromise or otherwise impact the confidentiality, integrity, or availability of PI or any changes to the Contractor’s information controls which alters its conformance with the Standards.

In the event the Contractor is granted direct access into any ORI systems, databases, or other information technology resources, the Contractor shall comply with all security mechanisms and processes established for access to such databases, systems, and information technology resources, as well as all Commonwealth security and information technology resource policies, processes, and mechanisms established for access to PI. The Contractor shall protect from inappropriate use or disclosure of any password, user ID, or other mechanism or code permitting access to any ORI system, database, or other information technology resource or any other system, database, or information technology resource containing PI. The Contractor shall give ORI prior notice of any change in personnel whenever the change requires a termination or modification of any such password, user ID, or other security mechanism or code to maintain the integrity of the system, database, or resource.

The Contractor agrees to allow representatives of ORI access to premises where PI is kept for the purpose of inspecting privacy and physical security arrangements implemented by the Contractor to protect such data.

Secure Email Transfers: If emailing or otherwise electronically transmitting personal data or information, such data or information must be properly encrypted prevent access from unauthorized users. Proper encryption must at a minimum meet the state’s “Cryptographic Management Standard” included in the Enterprise Information Security Policies and Standards.

Upon request, the Contractor shall provide ORI with copies of all written policies, procedures, standards, and guidelines of the Contractor related to the protection, security, use, and disclosure of PI or other confidential information and the security and integrity of the Contractor’s technology resources.

Commonwealth Security Information If, through this Contract, the Contractor obtains access to any Commonwealth Security Information (as defined below), the Contractor is prohibited from making any disclosures of or about such information, unless in accord with ORI’s express written instructions unless such disclosure is required by law and then only in accord with this Contract. If Contractor is granted access to such information in order to perform its obligations under this Contract, the Contractor may only use such information for the purposes for which it obtained access. In using the information for such permitted purposes, the Contractor shall limit access to the information only to those employees, agents, and authorized Subcontractors who need such information in order to perform their official duties in connection with the Contractor’s performance of its obligations under this Contract. While in possession of such information, the Contractor shall apply all privacy and security requirements set forth herein with respect to Commonwealth Security Information and PI, as applicable to maintain the confidentiality, security, integrity, and availability of such information. Notwithstanding any other provision in this Agreement regarding termination, the Contractor may not retain any Commonwealth Security Information upon termination of this Contract unless such information is expressly identified in any retention permission. If retention is expressly permitted, all data protections stated herein survive termination of this Contract and shall apply for as long as the Contractor retains the information.

For purposes of this Contract, “Commonwealth Security Information” means any data or other information that pertains to the security of the Commonwealth’s information technology. Specifically, Commonwealth Security Information refers to information pertaining to the manner in which the Commonwealth protects its information technology systems against unauthorized access to or modification of information, whether in storage, processing, or transit, and against the denial of service to authorized users or the provision of service to authorized users, including those measures necessary to detect, document, and counter such threats.

Periodic Review The Contractor shall monitor, periodically assess, and update its security controls and related system risks to ensure the continued effectiveness of those controls. Contractor must represent its conformance to the Standards by conducting an internal review of its compliance with the Standards on an annual basis. Such internal review will include an industry-standard vulnerability of the Contractor’s environment. In the event Contractor is not compliant with some aspect of the Standards, Contractor agrees to remediate such gap(s) in compliance within a reasonable timeframe. If Contractor cannot remediate such gap(s) within a reasonable timeframe, ORI reserves the right to implement a pro-rated modification of payments to the Contractor until compliance is reached.

Notification of Breach or Unauthorized Use or Disclosure of Information (Data Breach) If the Contractor knows or has reason to believe that any PI, Commonwealth Security Information, or other data related to this Contract has been improperly used, accessed, disseminated, copied, or removed, the Contractor shall immediately notify ORI, both orally and in writing, of such known or possible event(s) and take all commercially reasonably steps to retrieve any such information that was disclosed to or accessed, copied, or removed by a non-permitted third party and to mitigate any harm caused by such event(s). The Contractor shall provide a written report to ORI, as soon as possible, and no later than five (5) business days of the Contractor becoming aware of any improper use, access, dissemination, copy or removal of any PI, Commonwealth Security information, or other data related to this Contract of said improper use, access, dissemination, copy or removal. The report shall identify the circumstances surrounding any improper use, access, dissemination, copy or removal, including the date of the event, a description of how the event occurred, type of any PI, Commonwealth Security Information, or other data involved, the number of individuals to which such any PI, Commonwealth Security Information, or other data pertains, and such other information as ORI determines appropriate. Such notice and other actions shall be in addition to any other notice or action that may be required in connection with such event(s) under this Contract, the applicable Commonwealth Terms and Conditions, an Emergency Confidentiality Agreement, or applicable law or regulation (including, for example, M.G.L. c. 93H).

Notification of and Response to Legal Process The Contractor shall report to ORI, both verbally and in writing, any instance where PI, Commonwealth Security Information, or any other data obtained under or in connection with this Contract is subpoenaed or becomes the subject of a court or administrative order or other legal process. The Contractor shall provide such notice as soon as possible upon receiving or otherwise becoming aware of such subpoena, order, or other legal process, and in no event later than five (5) business days before the response date applicable to such subpoena, order, or process. If ORI directs the Contractor to respond, the Contractor shall take all necessary legal steps, including objecting to the request when appropriate, to comply with M.G.L. c. 66A and any other applicable law or regulation. If ORI determines that it shall respond directly, the Contractor shall fully cooperate and assist ORI in its response.

Compliance by Contractor’s Representatives The Contractor shall ensure that each of its employees and agents having access to PI complies with all terms of this Contract (and, if applicable, any Supplemental Confidentiality Agreement) relating to the privacy or security of PI, Commonwealth Security Information, or any other data obtained under or in connection with this Contract.

Custodian of Protected Information The Contractor must designate a custodian of PI who shall be responsible for assuring the Contractor’s compliance with all requirements set forth in this Contract relating to PI and Commonwealth Security Information.

Requirements for Subcontractors In addition to the provisions of Section 9 of the Commonwealth Terms and Conditions, the following provisions shall apply to all subcontracts:

0. Contractor shall hire subcontractors for this Contract only with ORI’s prior approval.

Subcontracts must be in writing and Contractor must provide ORI copies of the same, upon ORI’s request.

All subcontractors and subcontracts are subject to ORI’s approval, which may include reviewing any subcontract documents or contracts or processes, meeting with the perspective subcontractor, or requiring resumes of the subcontractor’s key personnel.

All such subcontracts must contain all relevant provisions of this Contract, including compliance with ORI background check requirements, annual filings, confidentiality provisions, the Commonwealth Terms and Conditions and Certifications, and all terms of such subcontracts must be consistent with all terms and conditions of this Contract.

The Contractor is fully responsible for any subcontractor’s performance and for meeting all terms and requirements of this Contract. The Contractor shall not be relieved of any legal obligation under this Contract, regardless of whether the Contractor subcontracts for performance of any Contract responsibility.

Remedies for Poor Performance ORI may seek remedies for poor performance on the part of the Contractor under this Contract. If the Contractor fails to perform in a manner that is satisfactory to ORI, ORI may take one or more of the following actions:

0. Issue a notice of compliance.

Require the Contractor to develop and submit a corrective action plan for ORI’s review and approval. ORI shall approve, disapprove, or require modifications to the corrective action plan based on its reasonable judgment as to whether the corrective action plan shall correct the deficiency. ORI may also initiate a corrective action plan for the Contractor to implement. The Contractor shall promptly and diligently implement the corrective action plan as approved by ORI. Failure to implement the corrective action plan in a timely and satisfactory manner as determined by ORI’s sole discretion may subject the Contractor to suspension or restriction of payments to the Contractor or early termination of the Contract by ORI;

Suspend or recover payments from the Contractor; or Terminate the Contract consistent with Section 4 of the Commonwealth Terms and Conditions.

Fraud The Contractor shall promptly notify ORI in writing if it or, where applicable, any of its subcontractors receive or identify any information that gives them reason to suspect that an ORI client or Commonwealth vendor has engaged in fraud under any applicable law. In the event of suspected fraud, no further contact shall be initiated with such client or Contractor on that specific matter without ORI’s approval.

The Contractor and, where applicable, its subcontractors shall cooperate, as reasonably requested in writing, with the Office of the Attorney General, the Office of the State Auditor’s Bureau of Special Investigations (BSI), or other applicable enforcement agency. Such cooperation shall include, but not be limited to, providing at no charge, prompt access and copies of any documents and other available information determined necessary by such agencies to carry out their responsibilities regarding fraud and abuse, maintaining the confidentiality of any such investigations, and making knowledgeable staff available at no charge to support any investigation, court, or administrative proceeding.

Record Keeping, Quality Review, Audit, and Inspection of Records

0. The Contractor shall maintain all books, records and other compilations of data pertaining to the performance of the provisions and requirements of the Contract, as determined by ORI, to the extent and in such detail as shall properly substantiate claims for payment under the Contract and in accordance with the requirements in Section 7 of the Commonwealth Terms and Conditions. Additionally, the Contractor shall:

Maintain all pertinent records in a cost-effective and easily retrievable format;

In accordance with Section 6.11.3 implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of PI and any other data and materials used by the Contractor under this Contract; and In accordance with Section 6.11.6, immediately notify ORI both orally and in writing if the Contractor has any reason to believe that any data applicable to the Contract have been improperly accessed, disseminated, misused, copied, or removed.

ORI, the Governor, the Secretary of Administration and Finance, the Comptroller, the State Auditor, the Operational Services Division, the Attorney General, or any of their duly authorized representatives or designees shall have the right at reasonable times and upon reasonable notice to:

Examine and copy books, records, and other compilations of data pertaining the performance of this Contract;

Evaluate through inspection or other means the quality, appropriateness, and timeliness of the Contractor’s performance under the Contract; and Inspect and audit the financial records of the Contractor and its subcontractors related to the performance of this Contract.

No Third-party Enforcement This Contract shall be enforceable only by the parties, or officers or agencies of the Commonwealth authorized to act on behalf of ORI or its successors. Nothing in this Contract shall be deemed to confer benefits or rights to any other parties.

Independent Contractor The Contractor, its employees, and any other of its agents in the performance of this Contract, shall act in an independent capacity and not as officers or employees of ORI or the Commonwealth of Massachusetts.

Public Communications Protocol The Contractor shall coordinate with and obtain prior approval from ORI before the Contractor or any of its officers, agents, employees, or subcontractors respond to any media inquiry, make any public comment, or issue other public communication regarding any aspect of the Contract.

Further, the Contractor shall not (a) issue or authorize the issuance, display, distribution or publication of any news story, publicity release, interview, promotional or marketing material, public announcement, testimonial, advertising or other marketing materials or collateral (collectively, “Collateral”) relating to (i) this Contract or (ii) the services provided hereunder and/or (b) use the name or marks of, refer to, or identify the Commonwealth, ORI or any of its agencies in any Collateral without the prior written approval of ORI (which approval ORI may withhold in its sole discretion), except no such written approval is required to the extent any such disclosure is required by law. ORI may withdraw such consent at any time.

Contract Transition and Wind Down During the Contract Term and/or within three (3) months of the expiration, termination, or non-renewal of this Contract, the Contractor shall assist in the transition of services described in this Contract to ORI and any new vendor at ORI’s direction, as applicable.

Such assistance may include, but is not limited to provision of information, data and documents, drafts, and reports prepared by the Contractor as part of work and services described in this Contract and communicating with ORI as reasonably necessary for clarification of said information, data and documents, drafts, and reports.

Waiver ORI’ exercise or non-exercise of any authority under this Contract including, but not limited to, review and approval of materials submitted in relation to the Contract, shall not relieve the Contractor of any obligations set forth herein, nor be construed as a waiver of any of the Contractor’s obligations or as acceptance by ORI of any unsatisfactory practices or breaches by the Contractor.

Effect of Invalidity of Clauses If any clause or provision of this Contract is in conflict with any state or federal law or regulation, that clause or provision shall be null and void and any such invalidity shall not affect the validity of the remainder of this Contract.

Section Headings The headings of the sections of this Contract are for convenience only and shall not affect the construction hereof.

Counterparts This Contract may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Notices Notices to the parties as to any matter hereunder shall be sufficient if given in writing and sent by certified mail (return receipt requested) postage prepaid or delivered in hand or by an overnight delivery service; with concurrent copy by email:

To ORI:

[XXXX]

Office for Refugees and Immigrants One Ashburton Place, 5th Floor Boston, MA 02108 Email:

With Copies to:

General Counsel Office for Refugees and Immigrants One Ashburton Place, 5th Floor Boston, MA 02108 To the Contractor:

[XXXX]

With Copies to

[XXXX]

Order of Precedence The following documents listed in this Section 6.25 comprise the entire Contract between the parties. Any ambiguity or inconsistency between these documents shall be resolved by applying the following order of precedence:

0. The Commonwealth Terms and Conditions;

The Commonwealth Standard Contract Form;

The Standard Contract Form Instructions and Contractor Certifications;

The Request for Responses for Legal Representation Program, Bid #[XXXX], issued by ORI on [Date] (the “RFR”);

This Attachment A to the Contract, and all additional attachments, exhibits and appendices hereto;

The Contractor’s Response to the RFR.

Entire Agreement This Contract constitutes the entire agreement of the parties with respect to the subject matter hereof including all Attachments and Appendices hereto, and supersedes all prior agreements, representations, negotiations, and undertakings not set forth or incorporated herein. The terms of this Contract shall prevail notwithstanding any variances with the terms and conditions of any written or verbal communication subsequently occurring, except as otherwise provided herein.

By signing the Standard Contract Form to which this Attachment A is attached, the Parties agree to this Attachment A.