Attachment A Model Contract~4.docx

ATTACHMENT A

MODEL CONTRACT

BETWEEN

THE EXECUTIVE OFFICE OF HEALTH AND HUMAN SERVICES

AND

[TBD]

FOR THE

K-12 COVID-19 TESTING SERVICES PROGAM

This K-12 COVID-19 Testing Services Program Contract (the “Contract”) is by and between the Massachusetts Executive Office of Health and Human Services (EOHHS) and [K-12 COVID-19 Testing Vendor] (“Contractor”).

WHEREAS¸ on [date], EOHHS posted on the Commonwealth of Massachusetts procurement website, COMMBUYS, the Request for Responses for the K-12 COVID-19 Testing Services Program;

WHEREAS, EOHHS selected the Contractor to provide K-12 COVID-19 Testing Services, based on the Contractor’s response to the RFR;

WHEREAS, the Contractor has agreed to provide certain K-12 COVID-19 Testing Services in accordance with the requirements of this Contract;

WHEREAS, the Contractor appears qualified and is willing to perform its duties as set forth herein subject to the terms and conditions thereof; and WHEREAS, EOHHS and the Contractor agree to enter into the Contract effective upon execution;

NOW THEREFORE, in consideration of the mutual promises herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

TABLE OF CONTENTS

APPENDICES

Appendix A: Rates of Payment Appendix B: Model Data Management and Confidentiality Agreement

Attachment A: Model Contract K-12 COVID-19 Testing Services Program RFR 19

DEFINITIONS

The following terms appearing capitalized throughout this Contract and its appendices have the following meanings, unless the context clearly indicates otherwise.

Authorized Processing Laboratory: The CLIA-certified laboratories that meet the requirements of Section 2.1.F.

Authorized School: Any elementary or secondary (i.e., grades K-12) school, including but not limited to charter schools, education collaboratives, approved special education schools, and independent and religious private schools, that has been authorized in writing by EOHHS (acting in consultation with the Department of Elementary and Secondary Education (DESE)) to receive K-12 COVID-19 Testing Services from the Contractor.

Individual Diagnostic Test: Any diagnostic testing services for COVID-19 on an individual sample, including but not limited to following up on a positive Pooled Testing Result, testing a close contact of a positive individual, or testing a symptomatic individual, as approved by EOHHS. Individual Diagnostic Tests may be point-of-care tests or tests processed offsite by an Authorized Processing Laboratory.

Individual Diagnostic Testing Results: The results for one or more Individual Diagnostic Tests performed according to the terms of this Contract. Individual Diagnostic Testing Results shall be reported as “positive,” “negative,” or “inconclusive” (or similar categories).

K-12 COVID-19 Testing Services: All services described below in Section 2, including all Pooled Testing, all Individual Diagnostic Testing, all requested logistical and support services, and all technology and reporting services.

Online Portal: Software or technology platform provided by the Contractor for use by Authorized Schools for the purpose of organizing, tracking, and following up on K-12 COVID-19 Testing Services.

Testing Kit: Any materials necessary for specimen collection (e.g., anterior nasal swabs), labeling (e.g., barcodes), and transport (e.g., tubes) of Pooled Tests or Individual Diagnostic Tests.

Pooled Testing Results: The results of one or more Pooled Tests reported by the Authorized Processing Laboratory or the Contractor for each pool. Pooled Testing Results shall be reported as “positive,” “negative,” or “inconclusive” (or similar categories as defined by the Authorized Processing Laboratory).

Pooled Test: Testing services for COVID-19 conducted on a weekly basis by combining, i.e., “pooling,” a set of individual specimens for testing and returning a single result.

Authorized School Staff: Staff at the Authorized School directly involved in the operations of K-12 COVID-19 Testing Services, which may include but is not limited to administrators, testing coordinators, teachers, school-based or other entity-based health care providers, and designated users of the Online Portal.

Turnaround Time: For any tests that require laboratory processing, the length of time between 4:00 p.m. on the day the Authorized School initiates transfer of specimens to the Authorized Processing Laboratory (provided that such Authorized School initiates such transfer and registers such specimens in the Online Portal prior to 4:00pm of that day) via shipping or courier service, and the time that Pooled Testing Results or Individual Diagnostic Testing Results are reported to the Authorized School through the Online Portal.

CONTRACTOR RESPONSIBILITIES

The Contractor shall provide K-12 COVID-19 Testing Services to each Authorized School assigned to the Contractor by EOHHS or DESE, according to the specifications set forth in this Section 2, as further specified by EOHHS, for the rates set forth in Section 4 and Appendix A.

COVID-19 Test Processing Services The Contractor shall:

Provide shipping logistics and arrange for regular delivery of all Testing Kits to the Authorized School or location specified by the Authorized School sufficient to test all participating individuals at the frequency specified by the Authorized School. Testing Kits must be delivered directly to the Authorized School’s individual address and not a centralized district address. Level 2 support staff, if provided by the Contractor, may bring Testing Kits to Authorized Schools in lieu of other delivery methods. The Contractor shall ensure that Authorized Schools have ready access to sufficient Testing Kits to meet unscheduled testing needs (e.g., to perform unscheduled Individual Diagnostic Testing on close contacts or symptomatic individuals);

Provide the Authorized School an option to receive a service, billed through the Contractor to EOHHS on a pass-through basis, for delivering collected specimens requiring laboratory processing from the Authorized School to the Authorized Processing Laboratory via shipping or courier service. If specimen delivery is requested by the Authorized School, the Contractor shall make best efforts to provide the delivery of the Testing Kits to the Authorized Processing Laboratory on the day of specimen collection, but in no event shall the delivery of the Testing Kits take place later than 24 hours after 4:00 p.m. on the day the Authorized School initiates transfer of specimens to the Authorized Processing Laboratory (provided that such Authorized School initiates such transfer and registers such specimens in the Online Portal prior to 4:00 p.m. of that day) via shipping or courier service. If delays in shipping or courier service arise, the Contractor shall notify the Authorized School Staff of the issue no more than 24 hours after the Contractor becomes aware of the delay;

If necessary to process Testing Kits, provide to the Authorized School either (i) a pre-printed test tube, or (ii) a label printer (if required), labels, and any other equipment necessary to label the Testing Kits that are filled with specimens;

Ensure all Testing Kits provided by the Contractor (whether for Pooled Testing or Individual Diagnostic Testing) are able to detect SARS-CoV-2 virus, with a polymerase chain reaction (PCR) or another molecular test with greater than 95 percent sensitivity and greater than 95 percent specificity (or alternative measure(s) of accuracy agreed to in writing by EOHHS). The Contractor may propose, for EOHHS prior approval, to use COVID-19 tests that do not meet this standard. The Contractor shall provide validation data and any other information requested by EOHHS to support the Contractor’s proposal to utilize such tests. EOHHS may approve the use of such alternative test, in its sole discretion;

Ensure that all Testing Kits provided by the Contractor:

Are able to perform COVID-19 testing with anterior nasal swabs or saliva samples;

Are compatible with the laboratory tests run by the Authorized Processing Laboratory, if applicable;

Comply with all requirements set forth by the Massachusetts Department of Public Health (DPH) regarding diagnostic testing, including a physician’s order if applicable;

May be collected through observed self-collection, administered specimen collection, or at-home collection; and Allow no greater than 25 (twenty-five) specimens per pool, if applicable, unless otherwise approved in writing by EOHHS.

For all collected specimens that must be sent to a laboratory for processing, process or arrange for secure processing of such specimens at an Authorized Processing Laboratory, that meets the following requirements:

The Contractor shall only process Testing Kits at an Authorized Processing Laboratory that has been approved in advance by EOHHS in writing and that has obtained an Emergency Use Authorization (EUA) from the Food and Drug Administration (FDA), if available through the FDA. Such EUA must permit the Authorized Processing Laboratory to process samples consistent with the method in which they have been collected (e.g., pooled and/or diagnostic, observed/unobserved collection, at home collection, etc.) and, if specified, the individuals from whom they have been collected (e.g. the age of the individual providing the sample, if specified). The Contractor shall provide proof of such authorization to EOHHS upon request. The Contractor shall notify EOHHS in advance of any changes to its test(s) and keep EOHHS apprised, in real time, of any technical issues that may impact the quality of test results.

Notwithstanding the requirements of Section 2.1.F.1, the Contractor may propose, for EOHHS approval, to process Testing Kits at a laboratory that has a pending (but not yet approved) application for an EUA or is a laboratory without an EUA if an EUA is not available through the FDA for the test being performed. The Contractor shall provide the EUA submission, if any, validation data, and any other information requested by EOHHS to support the Contractor’s proposal to utilize such laboratory. EOHHS may temporarily approve such laboratory as an Authorized Processing Laboratory, in its sole discretion. EOHHS may revoke such approval at any time.

Provide reporting of all Individual Diagnostic Test Results, including from tests provided by the Commonwealth (e.g., Abbott BinaxNOW tests), to the DPH, and to the individual being tested or their parent/guardian as appropriate as specified in Section 2.3;

Deliver Pooled Testing Results and Individual Diagnostic Testing Results to Authorized School Staff within a Turnaround Time of no more than 24 hours, as a condition of full payment. If available, Contractor shall work with Authorized Processing Laboratory and shall make best faith efforts to provide the Ct value of a positive PCR test upon request by an Authorized School;

Provide timely shipping of residual PCR positive samples (e.g. pooled or individual nasal swab, saliva, or other sample types) to the Massachusetts State Public Health Laboratory (MA SPHL), via shipping or courier service billed on a pass-through basis to EOHHS, for ongoing public health focused COVID-19 whole genome variant surveillance. The Contractor shall ship the samples within 24 hours of the positive result, as directed by EOHHS (e.g., timing, temperature maintenance, submission form instructions, and packaging and shipping). Sequencing results will not be reported back to the Contractor or its Authorized Processing Laboratories but will be used to monitor variant detection and circulation by DPH; and Track Turnaround Time for all Pooled Testing Results and Individual Diagnostic Testing Results. If 35% or more of said test results in a week have a Turnaround Time more than 24 hours, payment deductions shall be applied as set forth in Appendix A.

Logistical and Support Services The Contractor shall provide Level 1 Logistical and Support Services to each Authorized School. The Contractor shall:

Conduct virtual or in-person “train-the-trainer” style training to support the Authorized School with implementation and on-going operations of conducting K-12 COVID-19 testing. These training sessions may be a live or pre-recorded webinar. Trainings shall include, but are not limited to:

How to collect, store, and label specimens;

Protocols provided or approved in advance by DPH for entities to follow in the case of positive, negative, or inconclusive Pooled or Individual Diagnostic Testing Results;

Protocols for Individual Diagnostic Testing in the case of a positive pool, for close contact testing, and for testing symptomatic individuals. Such protocols shall be provided or alternatives approved by DPH in advance;

Use of the Online Portal to track all Testing Results;

Steps to obtain consent and report Pooled Testing Results and Individual Diagnostic Testing Results; and Any additional topics that may be specified by the Authorized School upon written notice to support the Authorized Schools’ successful use of the K-12 COVID-19 Testing Services, provided that any such additional topics will be implemented pursuant to a timeframe mutually agreed upon by the Contractor and the Authorized School.

Provide each Authorized School with on-demand access to a relationship manager to coordinate between the Authorized School and Contractor, providing support on topics that include, but are not limited to, delivery issues, specimen collection, labelling tubes, transporting samples, Pooled and Individual Diagnostic Testing Results, isolation and quarantine protocols as provided by DPH and the relevant agencies, and training. Relationship managers shall be available at least 8:00 a.m. – 4:00 p.m. (Eastern time) Mondays through Fridays, excluding federal and state holidays. If the Contractor also offers monitored support via email, the Contractor shall provide the email address to Authorized School Staff;

Work collaboratively with all Authorized Schools in all aspects of program planning and implementation; and Coordinate with Authorized School Staff on the provision of K-12 COVID-19 Testing Services, including coordination related to onboarding, training, and logistics, including the number of Testing Kits to be delivered, the addresses to which the Contractor will deliver Testing Kits, and the entities and/or individuals which will require access to the Online Portal.

If directed by an Authorized School to provide Level 2 Logistical and Support Services:

The Contractor shall provide all the services specified in Level 1, as well as any combination of the following services, as specified in writing by the Authorized School:

A part time or full-time staff person to serve as a “Site Based Coordinator” for the Authorized School to run the implementation and on-the-ground operations associated with K-12 COVID-19 Testing Services. This may include but is not limited to logistics, consent and authorization processes, coordination of Pooled and Individual Diagnostic Testing, specimen collection protocols, labeling and tracking, reviewing and communicating Pooled or Individual Diagnostic Testing Results, and training;

A part time or full-time staff person to serve as a “Specimen Collector” to assist on-site at an Authorized School with administration of specimen collection among individuals that are unable to participate in observed self-collection of specimens for either Pooled Tests or Individual Diagnostic Tests. If a Specimen Collector will have direct and unmonitored contact with individuals, the Contractor shall ensure that staff persons cooperate with policies of Authorized Schools regarding background checks authorized under GL. c. 71, sec, 38R or other clearances provided under Massachusetts law. Specimen Collector will not have such direct and unmonitored contact with individuals unless mutually agreed otherwise by Authorized School and Contractor;

A part time or full-time staff person to serve as a “Collection Observer” to assist on-site at an Authorized School with observation of specimen collection among individuals that are able to participate in observed self-collection of specimens for either pooled tests or individual diagnostic tests. If a Collection Observer will have direct and unmonitored contact with individuals, Contractor will ensure that staff persons will cooperate with policies of Authorized Schools regarding background checks authorized under GL. c. 71, sec, 38R or other clearances provided under Massachusetts law. Collection Observer will not have such direct and unmonitored contact with individuals unless mutually agreed otherwise by Authorized School and Contractor; and Any other additional support services proposed by the Contractor and agreed to in writing by EOHHS.

The Contractor shall coordinate with the Authorized School regarding the selection of onsite testing days that balance the demand for the aforementioned services with the Authorized Processing Laboratory capacity limitations and/or limitations in the availability of personnel to provide Level 2 Logistical and Support Services, thus potentially limiting the specific days of the week on which testing can be performed.

The Contractor shall connect the Authorized School and the provider of the Level 2 Logistical and Support Services (if not the Contractor) to allow the Authorized School to directly coordinate the specific needs of the Authorized School, including schedules, pickup and drop-off times.

Support for Testing Incentive Programs The Contractor shall support EOHHS’ efforts to incentivize and maximize participation in the K-12 COVID-19 Testing Program, as set forth in this section and as further directed by EOHHS.

Gift Card Program If directed and as further specified by EOHHS, the Contractor shall acquire and supply gift cards to specified Authorized Schools for the purposes of supporting such Authorized Schools’ implementation of direct incentive programs to increase consent to and participation in K-12 COVID-19 Testing.

Unless otherwise specified by EOHHS, such gift cards shall:

Be in the amount of $25.00;

Be of a type specified by EOHHS; and Not require a social security number for use.

The Contractor shall bill EOHHS, on a pass-through basis, for the costs of the Gift Card Program incurred by the Contractor pursuant to this Section 2.2.C.2 and approved by EOHHS, in accordance with Section 4.

The Contractor shall disburse or return unused gift cards at the end of the Contract Term as specified by EOHHS.

Technology and Reporting Services The Contractor shall:

Provide user access in a timely manner to the Online Portal for the retrieval of Pooled Testing Results and Individual Diagnostic Testing Results to all Authorized School Staff designated by the Authorized School;

Enable tracking of Pooled Testing Results at the pool level through the Online Portal;

Provide an option for individuals or their appropriate parent/guardian to consent and input demographic information directly within the Online Portal;

Make best faith efforts to ensure the Online Portal is available, at a minimum, from 6 a.m. to 6 p.m. daily, no less than 99.5% of the time within Contractor’s reasonable control (e.g., excluding third-party equipment and networks, acts or omissions of third parties, network unavailability or downtime outside Contractor’s data center, and other delays or failures due to circumstances beyond Contractor’s reasonable control that could not be avoided by its exercise of due care);

Display any and all Pooled and Individual Diagnostic Testing Results to authorized system users including Authorized School Staff promptly upon receipt of such results;

Receive personally identifiable information (PII) of individuals from Authorized Schools for the exclusive purposes of tracking and reporting K-12 COVID-19 Testing Services as follows:

The Contractor shall only receive PII of individuals from Authorized Schools after all necessary consent and authorization for the individuals whose PII is entered into the Online Portal is obtained.

The Contractor shall enable inclusion of PII pertaining to K-12 COVID-19 Testing Services in the Online Portal for the purpose of tracking consent or tracking the individuals in a particular pool in accordance with all applicable regulations. The Contractor shall limit the PII collected to only the information needed to properly provide and track K-12 COVID-19 Testing Services.

If communicating about Pooled Testing Results with the individuals in that pool, as agreed to by the Authorized School, the Contractor shall limit its communication about Pooled Testing Results to the need for an Individual Diagnostic Test and must not explicitly communicate the Pooled Testing Result.

If Individual Diagnostic Test is a point of care test, enable Authorized School-based users to input Individual Diagnostic Testing Results into the Online Portal;

If Individual Diagnostic Test is a point of care test, report all information regarding Individual Diagnostic Testing Results to the DPH via a push from the Online Portal no less than once hourly (or as otherwise specified by the DPH) in a manner consistent with the most current version of the DPH Constrained Messaging Profile: HL7 v2.5.1 ORU^R01 guidelines, with reports to be transmitted in batches of no more than 1.5M (or as otherwise specified by the DPH), via a secure transport protocol and consistent with the most current version of “Sample HL7 v2.5.1 Message For COVID”;

If an Individual Diagnostic Test requires laboratory processing, take all necessary steps to ensure complete and prompt reporting of all testing results to the DPH via the Authorized Processing Laboratory;

When notifying the person receiving the Individual Diagnostic Test Results, or their parent/guardian as appropriate, provide such information regarding next steps as is determined necessary by the Authorized School;

If applicable, preserve the manner in which pooled samples are pooled and labeled until Pooled Testing Results are reported to the Authorized School. The Contractor shall support Authorized School’s responsibilities to report Pooled Testing Results and Individual Diagnostic Testing Results to individuals affiliated with the Authorized School as specified herein; and Provide translation of any parent, guardian, or individual-facing elements of the Online Portal into Spanish upon execution of this Contract, and into Arabic, Vietnamese, Haitian Creole, Chinese, and Portuguese within fourteen (14) days of execution of the Contract. The Contractor shall provide translation into other languages as further specified by EOHHS.

Reporting Requirements The Contractor shall submit a weekly report to EOHHS and DESE that contains the following metrics, along with any additional metrics developed by EOHHS throughout the duration of the Contract, in a form and format specified by EOHHS:

For Test Processing Services under Section 2.1:

Total Number of Authorized Schools served by the Contractor;

Total number of Pooled Tests processed, by Authorized School;

Average number of swabs per Pooled Test;

Total number of Pooled Testing Results by outcome (positive, negative, invalid, or other similar categories);

Total number of Individual Diagnostic Tests performed by Individual Diagnostic Testing Results (positive, negative, inconclusive, or other similar categories) and test reason (follow up testing to a positive pool, close contact testing, or symptomatic testing);

Total number of Individual Diagnostic Testing Results by test type (e.g., pooled PCR, Abbott BinaxNOW, etc.);

Average Turnaround Time for all tests requiring laboratory processing, including the number of such tests with a Turnaround Time greater than 24 hours; and A report of any known incidents of specimens requiring laboratory processing not arriving at the Authorized Processing Laboratory within 24 hours of specimen collection having been made available by Authorized School.

For Logistical and Support Services under Section 2.2, at EOHHS’ request, Contractor shall implement a customer satisfaction survey to gather the net promoter score, inquiring about all aspects of the service including availability and quality of the customer support in all of its forms.

In addition to the data described above, the Contractor shall promptly provide de-identified test-level backup data (i.e., records of all Pooled and Individual Diagnostic Tests completed by Contractor) for each of their weekly reports, at the written request of EOHHS.

The Contractor shall submit a monthly report to EOHHS that contains all metrics listed under Section 2.4.A.1 and Section 2.4.A.2 for all Authorized Schools served by the Contractor over the previous month.

The Contractor shall use commercially reasonable efforts to comply with any additional reasonable reporting requests made by EOHHS or an Authorized School throughout the term of this Contract, including requests for ad hoc reports.

All reports required under this Section 2.4 shall be sent via email to an individual designated by EOHHS or the Authorized School, as applicable, or access can be provided to a secure database providing the information contained in the required reports.

Training and Onboarding Materials Upon request by EOHHS, the Contractor shall provide any training or onboarding materials requested by EOHHS, including those described in Section 2.2.A, and make reasonable efforts to adjust any materials if so requested by EOHHS.

Participation in Meetings As reasonably requested by EOHHS and with reasonable notice, the Contractor shall participate in meetings with EOHHS at which EOHHS and the Contractor may discuss the services rendered under this Contract, the Contractor’s performance of the terms of this Contract, or any other item related to the Contract.

Privacy and Security By executing this Contract, and to memorialize compliance for permitted disclosures of Protected Health Information under HIPAA, including disclosures for Treatment, Payment, and Health Care Operations purposes, in the event the Contractor receives personally identifiable information (PII), Contractor certifies that: (i) Contractor is a Covered Entity; or (ii) Contractor is a Business Associate of another Covered Entity relevant to this Contract; or (iii) otherwise compliant with HIPAA for such disclosures required under this Contract. If the Contractor can satisfy none of the aforementioned HIPAA certifications, the Contractor shall provide immediate notice to EOHHS and the Authorized School prior to providing services under this Contract, and shall promptly execute and comply with any amendment to this Contract that EOHHS reasonably determines is necessary to ensure compliance with all applicable statutes, orders, and regulations promulgated by any federal, state, municipal, or other governmental authority pertaining to the privacy or security of personally identifiable information (see, e.g., Appendix B). For the avoidance of doubt, such amendments may require compliance with obligations under applicable law in addition to those applicable to a Business Associate under HIPAA. Such capitalized terms, not defined in this Contract, shall be construed in a manner consistent with the HIPAA Rules (inclusive of 45 CFR Parts 160, 162, and 164).

The Contractor shall comply with all state and federal laws and regulations applicable to the privacy and security of personal and other confidential information related to this Contract. The Contractor shall promptly execute and comply with any amendment to this Agreement that EOHHS reasonably determines is necessary to ensure compliance with all applicable statutes, orders, and regulations promulgated by any federal, state, municipal, or other governmental authority pertaining to the privacy or security of PII, including any applicable law. Such requisite amendment may only cover activities of and PII collected by Contractor under this Contract. The Contractor’s failure to amend this Contract in accordance with the foregoing sentence shall be considered a material breach.

By executing this Contract, and to memorialize compliance for permitted redisclosures of personally identifiable information (PII) about students contained in education records under the federal Family Educational Rights Privacy Act (FERPA), 20 U.S.C. §1232g; 34 CFR §99, Contractor certifies it will use PII about students that it receives from Authorized Schools only for the purpose of providing K-12 COVID-19 Testing services, as set forth in this Contract, and for no other purpose. The Contractor will not disclose to any party PII about students provided by Authorized Schools without either prior written consent from the parent/guardian or eligible student, or a request, in writing, from an Authorized School seeking a disclosure permitted under FERPA. PII referred to in this section includes but is not limited to explicit identifiers such as student names as well as indirect identifiers, such as student dates of birth, addresses, other contact information, and any other information that, alone or in combination, is linked or linkable to a specific student test subject. According to the definitions in Section 1, the term “Authorized School” may refer to schools to whom FERPA regulations do not apply (e.g. some private schools). Irrespective of the degree to which FERPA may apply to these schools, the Contractor shall limit redisclosures of PII about test subjects according to the terms of this Section 2.7 and as if FERPA applied to PII about all test subjects.

The Contractor shall safeguard all data by recognized industry standards for administrative, physical and technical security. The security of data shall mean prevention of unauthorized access, dissemination, misuse, reproduction, removal or damage to data or materials used by or in the possession of the Contractor.

The Contractor shall use the consent forms developed by DESE and EOHHS to obtain consent from parents/guardians or students to participate in K-12 COVID-19 Testing. If the Contractor wishes to amend any portion of the provided consent forms, such amendments must be approved by DESE and EOHHS prior to distributing to Authorized Schools. Sample consent forms may be found on the DESE testing webpage.

The Contractor shall not sell, transmit, or use any PII collected under this Contract for commercial purposes.

Ancillary Consumable Supplies The Contractor shall provide ancillary consumable supplies for testing, including but not limited to tissues, hand sanitizer, and personal protective equipment, for any staff provided as Logistical and Support Services. Each Authorized School is responsible for providing standard other ancillary consumable supplies for testing for its Authorized School Staff.

EOHHS RESPONSIBILITIES

EOHHS shall:

Meet with the Contractor to discuss the services rendered under this Contract, the Contractor’s performance of the terms of this Contract, or any other item related to the Contract, as determined necessary or advisable by EOHHS.

Provide the Contractor with information required for Contractor to perform its obligations hereunder, including information regarding each Authorized School, including authorized services and the names and contact information for Authorized School Staff.

Require Authorized Schools to execute a Statement of Assurances that includes written assurances to EOHHS and DESE with respect to the Authorized School’s obligations, including but not limited to, obligations to properly, safely, and effectively administer K-12 COVID-19 Testing Services and to protect individuals’ rights to privacy.

Pay the Contractor in accordance with Section 4.

PAYMENT

Subject to appropriation and all necessary state and federal approvals, EOHHS’ satisfaction with the Contractor’s performance and all other terms and conditions of this Contract, EOHHS shall pay the Contractor in accordance with this Section 4.

Payments EOHHS shall pay the Contractor as follows at the rates set forth in Appendix A:

An initial one-time start up payment per Authorized School;

A monthly administrative payment per Authorized School;

A per-Pooled Testing Kit payment for every Pooled Test for which a result has been reported according to the terms of this Contract. Per-Pooled Testing Kit payments shall be subject to the deduction schedule set forth in Section B of Appendix A;

A per-Individual Diagnostic Test payment for every Individual Diagnostic Test for which a result has been reported according to the terms of this Contract. Per-Individual Diagnostic Test payments shall be subject to the deduction schedule set forth in Section B of Appendix A; and An hourly rate for Level 2 Logistical and Support Services specified in Section 2.2.B provided to an Authorized School, not to exceed the rates in Appendix A.

In addition to the payments made pursuant to Section 4.1.A, EOHHS shall pay the Contractor for:

The actual costs the Contractor incurs for the transport of the Testing Kits to the Authorized Schools and from the Authorized Schools to the Authorized Processing Laboratories, not to exceed the costs set forth in Appendix A;

The actual costs the Contractor incurs for the transport of positive tests to the address specified by EOHHS pursuant to Section 2.1.I, if requested by EOHHS, not to exceed the costs set forth in Appendix A; and The actual costs the Contractor incurs for the Gift Card Program pursuant to Section 2.2.C, inclusive of purchase costs, activation fees, and cost of shipping. Such costs must be approved in advance by EOHHS. Any unapproved costs may be rejected by EOHHS.

Invoicing All payments under this Contract shall be made in accordance with the Commonwealth’s Bill Paying Policy.

The Contractor shall submit invoices for the payments set forth in Sections 4.1.A.1. and 2 on a monthly basis.

The Contractor shall submit invoices for the payments set forth in Section 4.1.A.3. and 4 at a frequency no greater than twice per month, mutually agreed upon by the Contractor and EOHHS.

The Contractor shall submit separate invoices for the costs associated with the staff provided pursuant to the Level 2 Logistical and Support Services requested, as set forth in Section 4.1.A.5., at a frequency no greater than twice per month, mutually agreed upon by the Contractor and EOHHS.

The Contractor shall submit separate invoices for the transport or shipping costs incurred by the Contractor, as specified in Sections 4.1.B.1 and 2., at a frequency no greater than twice per month, mutually agreed upon by the Contractor and EOHHS.

The Contractor shall submit a separate invoice for the costs of any Gift Card Program as set forth in Section 4.1.B.3 and approved by EOHHS as specified by EOHHS.

All invoices shall be in a form and format reasonably specified by EOHHS.

EOHHS shall review invoices submitted by the Contractor and shall approve or request modifications to such invoices as determined appropriate by EOHHS.

Any payment made by EOHHS for an approved invoice shall be full and final payment for all services included on such invoice.

OTHER CONTRACTUAL TERMS

Contract Term This Contract shall be effective upon execution and shall expire on December 31, 2021. EOHHS may, if mutually agreed upon, extend the term of the Contract until June 30, 2024, in any agreed-upon increment. EOHHS 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 authorization if necessary, and EOHHS’ determination of satisfactory performance.

Commonwealth Standard Contract Form and Terms and Conditions This Contract, which includes and incorporates the Commonwealth’s Standard Contract Form and the Commonwealth Terms and Conditions, contains the entire Contract and understanding between EOHHS and Contractor.

Amendments The parties agree to negotiate in good faith to cure any omissions, ambiguities, or manifest errors herein. By mutual Contract, or if such amendment is necessary to comply with applicable laws, the parties may amend this Contract where such amendment does not violate state or federal statutory, regulatory provisions, provided that such amendment is in writing, signed by both parties, and attached hereto.

Notices Notices to the parties as to any matter hereunder will be sufficient if given in writing to the following addresses (or successors as designated by the parties):

To EOHHS:

Jeremiah Hay, Senior Strategy Manager, EOHHS Jeremiah.Hay1@Mass.Gov

With a copy to:

Office of the General Counsel Executive Office of Health and Human Services One Ashburton Place, 11th Floor Boston, MA 02108

EOHHS Contracts Unit 600 Washington Street, 7th Floor Boston, MA 02111

To the Contractor:

[TBD]

Compliance with Laws 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.

Requirements for Subcontractors Notwithstanding anything to the contrary in this Contract, the Contractor may fulfill its obligations under this Contract through the use of subcontractors. The use of subcontractors shall not cause any additional administrative burden on EOHHS or an Authorized School as a result of the use of multiple entities. The Contractor shall ensure that any subcontractor adheres to all terms and requirements of the Contract.

EOHHS’s Option to Modify Scope of Work EOHHS shall have the option at its sole discretion to request to modify, increase, reduce or terminate any activity related to this Contract in whole or in part whenever, in the judgment of EOHHS, the goals of the project have been modified or altered in a way that necessitates such changes. Provided that in the event that the scope of work or portion thereof must be changed pursuant to the foregoing, EOHHS shall provide written notice of such action to the Contractor and the parties shall negotiate in good faith to implement any such changes proposed by EOHHS.

EOHHS additionally reserves the right, at its sole discretion, to amend the Contract solely as required to implement state or federal statutory or regulatory requirements, judicial orders, settlement agreements, or any state or federal initiatives or changes affecting EOHHS or the Contract. EOHHS shall provide advance written notice of such action to the Contractor and the parties shall negotiate in good faith to implement any such changes proposed by EOHHS.

Contract Termination EOHHS may terminate the Contract with 7 days prior written notice if:

EOHHS determines, in its sole discretion, that the Contractor has materially breached any of its obligations under this Contract or fails to complete obligations under this Contract to EOHHS’s satisfaction. Prior to terminating this Contract as permitted herein, EOHHS in its sole discretion, may provide an opportunity for the Contractor to cure or end any breach. If such an opportunity is provided, but cure is not feasible, or the Contractor fails to cure the breach or end the violation within a time period set by EOHHS, EOHHS may terminate the Contract; or EOHHS determines, in its sole discretion, that the Contractor is no longer qualified to perform K-12 COVID-19 Testing Services under the Contract.

EOHHS may terminate the Contract with 30 days prior written notice if:

EOHHS determines, in its sole discretion, that EOHHS underutilizes the Contractor’s services under the Contract; or EOHHS determines, in its sole discretion, that K-12 COVID-19 Testing Services provided by the Contractor are no longer needed or advisable.

Upon the termination or expiration of this Contract, Contractor shall cease to provide any services after such termination or expiration to any Authorized Schools pursuant to this Contract unless mutually agreed otherwise, provided however, that this shall not relieve the Contractor of its obligation to close out any remaining reporting, results transmission, and transfer of data (if any) obligations, including any such results transmission and transfer of data to the Authorized Schools.

Remedies for Poor Performance EOHHS 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 reasonably satisfactory to EOHHS. EOHHS may take actions, including but not limited to:

Requiring the Contractor to develop and submit a corrective action plan for EOHHS’s review and approval (subject to Section 5.9.B below); or Terminating the Contract upon written notice to Contractor.

If, at any time, EOHHS determines that the Contractor is deficient in the performance of its obligations under the Contract, EOHHS may require the Contractor to develop and submit a corrective action plan to correct such deficiency. EOHHS shall approve, disapprove, or require modifications to the corrective action plan based on its reasonable judgment as to whether the corrective action plan will correct the deficiency. The Contractor shall, upon approval of EOHHS, immediately implement the corrective action plan, as approved or modified by EOHHS. The Contractor’s failure to implement any corrective action plan may, in the sole discretion of EOHHS, be considered breach of Contract, subject to any and all contractual remedies including termination of the Contract with or without notice.

Media Inquiries, Public Communications The Contractor shall obtain prior approval from EOHHS 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 EOHHS, DESE, Authorized Schools, or the Commonwealth or any of its agencies in any Collateral without the prior written approval of EOHHS (which approval EOHHS may withhold in its sole discretion), except no such written approval is required to the extent any such disclosure is required by law. Contractor may continue to make subsequent public disclosures of the contents of any press release previously issued pursuant to the foregoing. EOHHS may withdraw in writing such consent at any time.

Quality, Accuracy, and Timeliness of Performance The Contractor is responsible for the professional quality, technical accuracy, and timely completion and delivery of all responsibilities performed by the Contractor under this Contract. The Contractor shall, without additional compensation, correct or revise any errors, omissions, or other deficiencies in its performance of its responsibilities.

Prohibited Activities and Conflict of Interest The Contractor certifies and agrees that, to its knowledge, neither it nor any of its owners, employees, affiliates, subcontractors, consultants, and those who have a contract with the Contractor shall:

Have any interest that will materially conflict with the performance of services under this Contract or that may be otherwise anti-competitive, as reasonably determined by EOHHS, for the duration of the Contract; and Have been excluded from participation in any program under Titles XVIII, XIX, or XXI of the Social Security Act or debarred by any federal agency, or subject to a civil money penalty under the Social Security Act.

The Contractor shall disclose any material financial, legal or ethical conflict of interest it has actual knowledge of, whether potential or actual, to EOHHS prior to commencing the duties set forth herein, and where such conflicts are unforeseeable, it shall disclose immediately as any such conflict arises and it becomes aware. A conflict shall include any relationship or action, past, present or future, which would lead a prudent person to make a disclosure under this paragraph. Contractor shall demonstrate to the reasonable satisfaction of EOHHS that Contractor’s compliance with this section of the Contract.

Appendix A: Rates of Payment

A. Rates for the payments set forth in Section 4.1.A. shall be:

1. Initial one-time start up payment amount per Authorized School = $

2. Monthly administrative payment for each Authorized School to which the Contractor has provided K-12 COVID-19 Testing Services in the billing month = $

3. Per Pooled Testing Kit rate as follows:

4. Per Individual Diagnostic Test as follows:

a. Individual Diagnostic Test provided by Contractor, for which a result has been reported according to the terms of this Contract:

b. Individual Diagnostic Test not provided by the Contractor, rate per record sent by Contractor and successfully received by DPH: = $

5. Transportation of Specimens (not to exceed)

6. Hourly rate for Level 2 Logistical and Support Services as specified in Section 2.2.B, inclusive of all indirect costs (e.g. travel, etc.), shall not exceed:

B. For tests (Pooled and/or Individual Diagnostic) that require laboratory processing, the per Testing Kit payments set forth in Section A.3. and A.4 of this Appendix A shall be subject to deductions for delayed Turnaround Time as follows:

Appendix B: Model Data Management and Confidentiality Agreement

[uploaded to COMMBUYS separately]