ATTACHMENT A to the RFR Model Contract for Personal Care Attendant Identification Card Services between The Executive Office of Health and Human Services Commonwealth of Massachusetts and [Contractor] [Date]

This Contract, effective [DATE], is between the Commonwealth of Massachusetts, acting by and through its Executive Office of Health and Human Services (hereinafter “EOHHS”) and [VENDOR]. (the Contractor) with a principal place of business located at: [VENDOR ADDRESS]

WHEREAS, EOHHS is an agency of the Commonwealth of Massachusetts responsible for administration of the Medicaid program and the State Children’s Health Insurance Program within Massachusetts (collectively, MassHealth) and other health and human services programs designed to pay for medical services for eligible individuals pursuant to M.G.L. c. 118E, Title XIX of the Social Security Act (42 U.S.C. sec. 1396 et seq.), Title XXI of the Social Security Act (42 U.S.C. sec. 1397aa et seq.), and other applicable laws and waivers;

WHEREAS, EOHHS is the Massachusetts governmental agency responsible for the administration of the MassHealth Personal Care Attendant (PCA) program;

WHEREAS, on [DATE], EOHHS posted on the Commonwealth of Massachusetts procurement website, COMMBUYS, a Request for Responses for PCA Identification Card Services (“RFR”);

WHEREAS, on [DATE], EOHHS 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 thereof;

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

Table of Contents

ORDER OF PRECEDENCE

The Contractor’s response and RFR specified below are incorporated by reference into this Contract. Any ambiguity or inconsistency between these documents shall be resolved by applying the following order of precedence:

The order of precedence of contract documents comprising the agreement between EOHHS and the Contractor (the “Agreement”) shall be as follows: (1) the Commonwealth Terms and Conditions; (2) the Commonwealth Standard Contract Form; (3) the RFR for PCA Identification Card Services (“RFR”) and its Attachment(s); (4) the Contract and any other terms negotiated by the parties; and (5) Contractor’s Response to the RFR. If there are conflicting provisions among the documents that make up the Agreement, the order of precedence as listed above shall apply. The order of precedence is nonnegotiable. By submitting a bid, Contractor consents and agrees to this above order of precedence.

DEFINITION OF TERMS

The following terms or their abbreviations, when capitalized in this Contract and its appendices 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 Massachusetts Legal Holidays (state.ma.us).

Card Vendor (or Vendor) – The organization with which EOHHS enters into a contract to perform the scope of work described in this Contract. Also referred to as the “Contractor.”

Commonwealth – The Commonwealth of Massachusetts.

Contract Start Date – The date on which the Vendor is required to begin performing the services described in this Contract. The Contract Start Date may differ from the Effective Date of the Contract, and shall be established by EOHHS.

Consumer – An individual determined by EOHHS to be eligible for MassHealth Personal Care Attendant Program and the employer of the PCA.

Deliverable – Any work product that the Vendor delivers for the purposes of fulfilling its obligations to EOHHS under the terms of the Agreement, including work product that [Vendor Abbreviation] must submit to EOHHS for EOHHS’s approval in accordance with the formal acceptance procedures set forth within the Contract or the Task Order(s) entered into hereunder.

Effective Date – The effective date of the Contract, which shall be as set forth in the Commonwealth's Standard Contract Form.

Executive Office of Health and Human Services (EOHHS) – The single state agency in the Commonwealth responsible for the administration of the MassHealth program, pursuant to M.G.L. c. 6A, § 16, Titles XIX and XXI of the Social Security Act, M.G.L. c. 118E, and other applicable federal and state laws, regulations, waivers and demonstration projects.

Fiscal Intermediary (FI) – The single entity operating as a Fiscal Employer Agent (F/EA) under Section 3504 of the Internal Revenue Code, Rev. Proc. 70-6, and as modified by IRS Notice 2003-70 and contracting with EOHHS to perform employer required and related administrative tasks, including but not limited to issuing PCA payments and is responsible for performing employer-related tasks on behalf of a PCA consumer, securely gathering and storing PCA/employee and consumer data, conducting payroll and tax activities, and performing other administrative tasks related to the program and is the holder of PCA name, address, and program identification information.

Key Personnel – Those individuals on the Contractor’s or a Material Subcontractor’s staff determined by EOHHS to be critical to the successful performance of the Contract throughout the duration of the Contract, and whose replacements are subject to EOHHS Approval.

MassHealth (also referred to as Medicaid) – The Commonwealth’s Medicaid program and its Children’s Health Insurance Program (together, “MassHealth”) administered by EOHHS in accordance with M.G.L. c. 6A, § 16, Titles XIX and XXI of the Social Security Act, M.G.L. c. 118E, and other applicable federal and state laws, regulations, waivers and demonstration projects.

Material Subcontractor – Any entity with which the Vendor subcontracts for the provision of all or part of its functions under the Contract.

Member – An individual determined by EOHHS to be eligible for and enrolled in MassHealth pursuant to the requirements set forth in 130 CMR 505.000.

Personal Care Attendant (PCA) – A person who meets the requirements described in 130 CMR 422.404(A)(1) and who is hired by the Consumer to provide physical assistance with ADLs or IADLs.

PCA Identification Card – An identification card for providers of personal care attendant services.

Personal Care Attendant Program (PCA Program) – A MassHealth program under which Personal Care Attendant Services are available to eligible Members in accordance with the requirements set forth in 130 CMR 422.400.

Surrogate – The person identified in the Consumer’s Service Agreement, pursuant to 130 CMR 422.000, responsible for performing PCA management tasks the Consumer is unable to perform. A Consumer’s Surrogate cannot also be his or her PCA.

Task – A material activity engaged in by the Vendor for the purpose of fulfilling its obligations to EOHHS under the terms of the Agreement, which may or may not result in the creation of a Deliverable.

Task Order – An amendment to this Contract that specifies Tasks, Deliverables, or hourly rate services to be completed by the Vendor under the terms of this Agreement.

OVERVIEW, EFFECTIVE DATE AND TERM

The MassHealth Personal Care Attendant (PCA) program is a consumer-directed program that authorizes personal care support services to help people with permanent or chronic disabilities maintain their independence, stay in the community, and manage their own personal care by providing funds to hire personal care attendants. Consumers are considered the employers of their PCA and are responsible for directly hiring, managing, and terminating their PCAs. Consumers are supported in completing their employer-related tasks by a contracted fiscal intermediary.

PCAs are considered employees of the Commonwealth of Massachusetts for the purposes of collective bargaining and are represented by SEIU1199 East. As part of the collective bargaining agreement, EOHHS agreed to procure services to provide PCAs with the option to request a PCA Identification Card. The Card Vendor will provide such services as specified in Section 4 below.

This Agreement’s term (the “Term”) begins on the date that it is executed by both parties (the “Effective Date”) and shall terminate on June 30, 2028. The Contract may be extended in any increment for up to three (3) additional years at EOHHS’s option, upon terms agreed to by the parties. EOHHS reserves the right to further extend the Contract for any reasonable increment it determines necessary to complete a subsequent procurement or facilitate transition of functions under this contract to EOHHS. Such further extensions are subject to the mutual agreement of both parties The foregoing is subject to, and conditioned upon, sufficient appropriations, availability of state and federal funds, and all necessary state and federal approvals.

This Contract shall terminate on June 30, 2028, unless otherwise extended in accordance with this Section 3 or terminated in accordance with Section 8.2, or upon ninety (90) days prior written notice to Contractor, at such other time that EOHHS chooses for its convenience, including if EOHHS implements program changes that render performance of this Contract unnecessary.

CONTRACTOR RESPONSIBILITIES

The Card Vendor shall establish and maintain a process to receive and validate requests for PCA Identification Cards, produce and mail PCA Identification Cards, and provide customer assistance in accordance with the requirements of this Contract.

Process Requests for PCA Identification Cards The Card Vendor shall:

· Accept requests for PCA Identification Cards from Consumers or their surrogates on behalf of the PCAs they employ;

· Receive photographs and other information necessary to produce PCA Identification Cards;

· Validate PCA eligibility using information provided by the FI

· Coordinate with EOHHS and the FI to establish and maintain a secure process for receiving the data necessary to validate requests and produce PCA Identification Cards.

PCA Identification Card Production The Card Vendor shall:

· Produce PCA Identification Cards according to the specifications outlined in Attachment D;

· Ensure that PCA Identification Cards are accurate, durable, and meet EOHHS-approved design and quality standards;

· Maintain sufficient supplies and production capacity to accommodate fluctuations in card requests and meet the performance standards established in Section 13.4; and Physical Card Specifications The Card Vendor shall:

· Produce PCA Identification Cards that:

· Are made of a sufficiently durable material to last for a minimum of two years;

· Are printed on both front and back;

· Fit comfortably in a standard wallet; and

· Contain the information shown in Attachment D for the front and back of the PCA Identification Card Envelope Specifications The Card Vendor shall:

· Provide standard sized envelopes that will appropriately safeguard PCA information, and that will accommodate the PCA Identification Card; and

· Support the most efficient and economical method for addressing the envelopes containing the PCA Identification Card.

Distribution of PCA Identification Cards The Card Vendor shall:

· Package and mail PCA Identification Cards to Consumers in a manner that protects the confidentiality and integrity of PCA information;

· Produce and mail PCA Identification Cards in accordance with the timelines established in Section 13.4;

· Maintain appropriate safeguards throughout the production, storage, and mailing process; and

· Track mailed cards and returned or undeliverable mail.

Customer Service The Card Vendor shall:

· Provide telephone and email assistance to Consumers and surrogates regarding PCA Identification Card requests, submission requirements, request status, and replacement cards;

· Provide customer assistance in multiple languages, as needed to serve the PCA Program population;

· Respond to inquiries in accordance with the performance standards established in Section 13.4; and

· Maintain customer service procedures and make them available to EOHHS upon request.

Quality Assurance The Card Vendor shall:

· Maintain quality assurance procedures to ensure accurate card production, timely fulfillment, and compliance with EOHHS specifications;

· Promptly identify and correct errors or deficiencies in PCA Identification Cards, including reproducing and mailing defective cards at no additional cost to EOHHS;

· Notify EOHHS in advance and seek EOHHS approval prior to making any substantive changes to the supplies, materials, or stocks being used to produce PCA Identification Cards;

· Provide samples of PCA Identification Cards or mailing materials to EOHHS upon request; and

· Work with EOHHS in good faith to implement approved changes to PCA Identification Card specifications or processes as necessary to reflect program, policy, or collective bargaining requirements.

Reporting The Card Vendor shall submit one consolidated Monthly Operations Report to EOHHS by the 15th Calendar Day of the following month.

The Monthly Operations Report shall include, at a minimum:

1. The number of PCA Identification Card requests received;

2. The number of PCA Identification Cards produced and mailed;

3. The number of requests pending or unable to be fulfilled, including the reasons

4. The number of defective cards requiring replacement;

5. The number of customer service inquiries received and responded to;

6. The number of returned or undeliverable cards; and

7. The Contractor's performance against the SLAs established in Section 13.4.

The Card Vendor shall maintain supporting records sufficient to verify reported performance and shall provide such records to EOHHS upon request. EOHHS may request additional information as reasonably necessary to monitor contract performance.

Vendor will make best effort to work with EOHHS to produce responses to ad-hoc requests.

Administration The Card Vendor shall:

· Designate a Contract Manager to represent the Card Vendor on all contractual, development and operational matters pertaining to the Contract;

· Participate in meetings with EOHHS and the FI, as requested by EOHHS;

· Provide EOHHS with the Contract Manager's name, title, telephone number, and email address within five (5) Business Days of the Effective Date, and promptly notify EOHHS of any changes; and

· Provide all reasonable facilities and assistance and access to authorized representatives of EOHHS and any other Commonwealth agencies when exercising their right to enter during normal business hours any of the Contractor’s premises at which functions described in this Contract are performed, or such other place where duties are being performed under the Contract, to inspect, monitor, or otherwise evaluate the work performed there, and to determine that the Contractor is properly fulfilling Contract responsibilities. EOHHS shall provide notification in advance of any visits to the Contractor’s facilities.

Deliverables The Card Vendor shall:

· In accordance with Section 12.1 Deliverables and Tasks, prepare and submit to EOHHS a formal notification, with documentation, that the milestones listed below have occurred:

· Finalized PCA Identification Card design in accordance with the instructions and specifications set forth above, after EOHHS has reviewed and approved the proof pursuant to specifications in Section 4.3; and

· Production and mailing of PCA Identification Cards to meet the on-going new card requests.

· In accordance with Section 12.1 Deliverables and Tasks, draft and submit to EOHHS for its review and approval, a formal HIPAA-compliant Disaster Recovery (DR) Plan. The purpose of the DR Plan is to ensure that the Card Vendor is able to restore PCA Identification Card production within five (5) calendar days after any disaster or set of events that renders the production systems fully or partially unstable.

· In addition, the DR Plan must include all of the following elements:

· Contact information, including evenings and weekends, for vendors, affiliates, and key personnel;

· A designated chain of command;

· Preset activation controls;

· Detailed system reconstruction instructions and steps;

· Software and hardware configuration settings for production systems; and

· Software version information for any third-party software, including development environments, test suites, compilers, linkers, servers, databases, other related information.

Privacy and Security of Confidential Information The Vendor agrees that it will execute and comply with the terms and conditions of any Business Associate arrangement, Data Management and Confidentiality agreement, information security standards, or other agreement or obligation relating to the privacy, security, or management of personal or other confidential information or data (including Protected Health Information) that EOHHS may deem necessary or appropriate including, without limitation, those set forth in Attachment A. By signing the Statement of Work, the Vendor also certifies and agrees to certain obligations regarding the protection of personal information, as defined in M.G.L. c. 93H, and personal data, as defined in M.G.L. c. 66A, owned or controlled by EOHHS that the Vendor may access in connection with its performance under the Contract.

EOHHS reserves the right to add any requirement during the term of the Contract that it determines necessary or appropriate to include in the Contract as it pertains to one or more obligations described in the Contract, and for EOHHS to comply with the applicable state and federal laws and regulations relating to privacy and security, including but not limited to, the Privacy and Security Rules, 42 CFR Part 431, Subpart F, 42 CFR Part 2 and M.G.L. c. 66A, and any contractual obligation regarding privacy or security to which EOHHS is subject.

EOHHS RESPONSIBILITIES

EOHHS shall:

· Provide, as a part of the project kick-off, a list of relevant EOHHS staff with titles, areas of responsibility and email addresses;

· Review and comment on Deliverables, as appropriate;

· Provide advance notice of when presentations by the Vendor are requested by EOHHS management;

· Process requests for timely payment according to Commonwealth rules and regulations;

· Work closely with the Vendor Contract Manager;

· Consult with the Vendor Contract Manager to revise and manage the project plan, as needed;

· Review monthly status reports and schedule meetings with the Vendor, as necessary; and

· Coordinate participation from other agencies and / or vendors as required during the engagement.

SINGLE POINT OF CONTACT

The Vendor and EOHHS will each assign a single point of contact with respect to this Contract. It is anticipated that the contact person will not change during the Term of this Agreement. In the event that a change is necessary, the party requesting the change will provide prompt written notice to the other. In the event a change occurs because of a non-emergency, two weeks written notice is required. For a change resulting from an emergency, prompt notice is required.

Vendor’s contact person is [Vendor Contact Name and Title], who can be reached at [Vendor Contact Address, phone number(s), email].

MassHealth contact is Geralyn Smith Coryat, PCA Employment Manager who can be reached at 1 Ashburton Place, 10th floor, Boston, MA 02108, geralyn.smithcoyrat@mass.gov.

ACCEPTANCE OR REJECTION PROCESS

Vendor Contract Manager will submit the required Deliverables specified in this Contract, or any Task Order entered into hereunder on or before the due date specified in Section 12.1 EOHHS will review each Deliverable as appropriate and evaluate whether each Deliverable has clearly met in all material respects the criteria established in this Contract and any relevant Task Order specifications.

Within ten (10) Business Days of receipt of each such Deliverable, the EOHHS PM will notify Vendor Contract Manager, in writing, of the acceptance or rejection.

A rejection will include a written description of the defects of the Deliverable. If EOHHS Contract Manager does not respond with acceptance or rejection within ten (10) Business Days of receipt, the Vendor Contract Manager shall provide a reminder notice to EOHHS Contract Manager . If EOHHS Contract Manager fails to respond after the receipt of the reminder notice, Vendor must reach out to EOHHS PM and the Parties must agree to a new deadline for acceptance or rejection of the Deliverable. Upon receipt of rejection of a Deliverable, Vendor will act diligently to correct the specified defects and deliver an updated version of the Deliverable to EOHHS Contract Manager . Acceptance or rejection of the updated version of the Deliverable will be subject to the process described in this paragraph.

Following any acceptance of a Deliverable which requires additional work to be entirely compliant with the pertinent specifications, and until the next delivery, Vendor will use reasonable efforts to provide a prompt correction or workaround.

Issue Resolution The designated Project Manager from each organization bears the primary responsibility for ensuring issue resolution. If they mutually agree that they are unable to resolve an issue, they are responsible for escalating the issue to their respective leadership as appropriate.

Corrective Action Plan At any point during this Agreement, if EOHHS identifies, in its sole judgment, any deficiency in the Vendor’s performance under this Agreement, EOHHS may require the Vendor to develop a corrective action plan to correct such deficiency. The Vendor must submit any such corrective action plan to EOHHS within three (3) business days of the request, or as otherwise specified by EOHHS. 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 Vendor shall promptly and diligently implement the corrective action plan as approved by EOHHS.

EOHHS may also initiate a corrective action plan for the Vendor to implement. The Vendor shall promptly and diligently implement any EOHHS-initiated corrective action plan.

Failure to submit a corrective action plan, comply with an EOHHS-approved or EOHHS-initiated correction action plan, or meet any performance standards may result in imposition of sanctions and penalties, as provided in Section 8.2.1.

Remedies for Poor Performance If the Vendor fails to meet any of the requirements specified in this Contract or any of the tasks or time frames associated with an approved project plan, or fails to comply with the corrective action plan provisions contained in Section 8.2, EOHHS reserves the right to pursue any and all recourse, sanctions, and penalties available including, but not limited to:

· Corrective action plans;

· Financial sanctions;

· Liquidated damages;

· Suspension of payment to the Vendor;

· Arbitration;

· Contract suspension;

· Contract termination;

· Other legal action; and/or

· Other action(s) EOHHS deems appropriate in response to poor performance.

Amendments to the Scope of Work This Contract may be amended prior to the end of the Term. The Contract Manager who would like to request a change in scope for this engagement or any other terms contained within the Contract, will provide the suggested amendment in writing to the other party’s Contract Manager . The Contract Managers will jointly determine whether the change impacts any terms contained within the Contract. The Parties may mutually agree to the change through a written signed amendment to this Contract.

PERSONNEL

Key Personnel The Vendor shall provide sufficient qualified personnel to perform all services required under this Contract and meet the performance requirements of this Contract.

The Vendor shall designate a Contract Manager who will serve as EOHHS's primary point of contact and be responsible for overseeing contract performance, coordinating implementation and ongoing operations, resolving issues, and ensuring compliance with contractual requirements.

The Vendor shall remain responsible for ensuring adequate staffing and continuity of services throughout the Contract term.

In the event that a change is necessary, Vendor Project Manager will provide prompt written notice to EOHHS Contract Manager of the proposed change. If the personnel change is a result of a non-emergency, the Vendor Project Manager shall provide the EOHHS Contract Manager two-week written notice. For personnel changes that result from an emergency, Vendor Project Manager shall provide prompt written notice to EOHHS Contract Manager . EOHHS Contract Manager has the right to accept or reject all personnel. Vendor’s personnel must comply with the Executive Office of Technology Services and Security (EOTSS) relevant Policies, Standards and Guidance, which is located at https://www.mass.gov/handbook/enterprise-information-security-policies-and-standards and EOHHS’s workplace policies, located at https://www.mass.gov/guides/guide-to-workplace-conduct.

ADDITIONAL TERMS

[Reserved] [Reserved] Title and Intellectual Property Rights Definition of Property The term Property as used herein includes the following forms of property: (1) confidential, proprietary, and trade secret information; (2) trademarks, trade names, discoveries, inventions processes, methods and improvements, whether or not patentable or subject to copyright protection and whether or not reduced to tangible form or reduced to practice; and (3) works of authorship, wherein such forms of property are required by Vendor to develop, test, or install any product related to the Deliverables under the Contract that may consist of computer programs (in object and source code form), scripts, data, documentation, the audio, visual and audiovisual content related to the layout and graphic presentation of any product related to the Deliverables under the Contract, text, photographs, video, pictures, animation, sound recordings, training materials, images, techniques, methods, algorithms, program images, text visible on the Internet, HTML code and images, illustrations, graphics, pages, storyboards, writings, drawings, sketches, models, samples, data, other technical or business information, reports, and other works of authorship fixed in any tangible medium.

Source of Property The development of the Contract Deliverables may involve intellectual property derived from four different sources: (1) a third party; (2) that developed by Vendor for the open market (e.g., Vendor’s commercial off the shelf software); (3) that developed by Vendor for other individual clients, or for internal purposes prior to the Effective Date of this Statement of Work and not delivered to any other client of Vendor’s; and (4) developed by Vendor specifically for the purposes of fulfilling its obligations to EOHHS under the terms of this Agreement. Ownership of the first and second categories of intellectual property is addressed in separate agreements between EOHHS and the contractors and resellers of work product. This Section 11.2 of the Contract addresses exclusively ownership rights in the third and fourth categories of intellectual property.

Vendor Property and License Vendor will retain all right, title and interest in and to all Property developed by it, i) for clients other than the Commonwealth, and ii) for internal purposes and not yet delivered to any client, including all copyright, patent, trade secret, trademark and other intellectual property rights created by Vendor in connection with such work (hereinafter the "Vendor Property"). EOHHS acknowledges that its possession, installation or use of Vendor Property will not transfer to it any title to such property.

EOHHS acknowledges that Vendor Property contains or constitutes commercially valuable and proprietary trade secrets of Vendor, the development of which involved the expenditure of substantial time and money and the use of skilled development experts. EOHHS acknowledges that Vendor Property is being disclosed to EOHHS to be used only as expressly permitted under the terms herein. EOHHS will take no affirmative steps to disclose such information to third parties, and, if required to do so under the Commonwealth’s Public Records Law, M.G.L. c. 66 § 10, or by legal process, will promptly notify Vendor of the imminent disclosure so that Vendor can take steps to defend itself against such disclosure.

Except as expressly authorized herein, EOHHS will not copy, modify, distribute or transfer by any means, display, sublicense, rent, reverse engineer, decompile or disassemble Vendor Property.

Vendor grants to EOHHS, a fully-paid, royalty-free, non-exclusive, non-transferable, worldwide, irrevocable, perpetual, assignable license to make, have made, use, reproduce, distribute, modify, publicly display, publicly perform, digitally perform, transmit, copy, sublicense to any EOHHS subcontractor for purposes of creating, implementing, maintaining or enhancing a Deliverable, and create derivative works based upon Vendor Property, in any media now known or hereafter known, to the extent the same are embodied in the Deliverables, or otherwise required to exploit the Deliverables. During the Term of this Agreement and immediately upon any expiration or termination thereof for any reason, Vendor will provide to EOHHS the most current copies of any Vendor Property to which EOHHS has rights pursuant to the foregoing, including any related documentation.

Notwithstanding anything contained herein to the contrary, and notwithstanding EOHHS’s use of Vendor Property under the license created herein, Vendor shall have all the rights and incidents of ownership with respect to Vendor Property, including the right to use such property for any purpose whatsoever and to grant licenses in the same to third parties. Vendor shall not encumber or otherwise transfer any rights that would preclude a free and clear license grant to the Commonwealth.

Commonwealth Property In conformance with the Commonwealth’s Standard Terms and Conditions, all Deliverables created under this Agreement whether made by Vendor, a subcontractor or both are the property of EOHHS, except for the Vendor Property embodied in the Deliverable. Vendor irrevocably and unconditionally sells, transfers and assigns to EOHHS or its designee(s), the entire right, title, and interest in and to all intellectual property rights that it may now or hereafter possess in said Deliverables, except for the Vendor Property embodied in the Deliverables, and all derivative works thereof. This sale, transfer and assignment shall be effective immediately upon creation of each Deliverable and shall include all copyright, patent, trade secret, trademark and other intellectual property rights created by Vendor or Vendor’s subcontractor in connection with such work (hereinafter the "Commonwealth Property").

All copyrightable material contained within a Deliverable and created under this Agreement are works made for hire. Vendor bears the burden to prove that a work within a Deliverable was not created under this Agreement. If work is determined to not be made for hire or that designation is not sufficient to secure rights, to the fullest extent allowable and for the full term of protection otherwise accorded to Vendor under such law, Vendor shall and hereby irrevocably does, assign and transfer to EOHHS free from all liens and other encumbrances or restrictions, all right, title and interest Vendor may have or come to have in and to such Deliverable. Vendor HEREBY WAIVES IN FAVOR OF EOHHS (AND SHALL CAUSE ITS PERSONNEL TO WAIVE IN FAVOR OF CLIENT IN WRITING SIGNED BY SUCH PERSONNEL) ANY AND ALL ARTIST’S OR MORAL RIGHTS (INCLUDING, WITHOUT LIMITATION, ALL RIGHTS OF INTEGRITY AND ATTRIBUTION) IT MAY HAVE PURSUANT TO ANY STATE OR FEDERAL LAWS OF THE UNITED STATES IN RESPECT TO ANY DELIVERABLE AND ALL SIMILAR RIGHTS UNDER THE LAWS OF ALL OTHER APPLICABLE JURISDICTIONS.

Vendor agrees to execute all documents and take all actions that may be reasonably requested by EOHHS to evidence the transfer of ownership of or license to intellectual property rights described in this Section 11.4, including providing any code used exclusively to develop such Deliverables for EOHHS, if applicable, and the documentation for such code. Vendor acknowledges that there are currently and that there may be future rights that the Commonwealth may otherwise become entitled to with respect to Commonwealth Property that does not yet exist, as well as new uses, media, means and forms of exploitation, current or future technology yet to be developed, and that Vendor specifically intends the foregoing ownership or rights by the Commonwealth to include all such now known or unknown uses, media and forms of exploitation.

The Commonwealth retains all right, title and interest in and to all derivative works of Commonwealth Property.

EOHHS hereby grants to Vendor a nonexclusive, revocable license to use, copy, modify and prepare derivative works of Commonwealth Property only during the Term and only for the purpose of performing services and developing Deliverables for the EOHHS under this Agreement.

Third-party Intellectual Property If the Deliverables contain or will contain any third-party intellectual property to which Vendor intends to provide a sublicense, Vendor must provide copies of all such sublicense agreements as early in the process as possible. The sublicense agreements must be included in Vendor’s initial quotation to the EOHHS, or, if the requirement to utilize sublicensed intellectual property is not known at the outset of the project, as soon as the requirement becomes known. Sublicenses to third-party intellectual property can ONLY be provided under OFF48 if they are provided at no charge to the Commonwealth.

Fixed Price Tasks and Deliverables:

This Section 12 describes the Deliverables that Vendor will provide to the Commonwealth and the Tasks that Vendor will complete by the end of the engagement described in this Contract. A Task or Deliverable will be considered “complete” when all the acceptance criteria set forth in this Contract have been met or the prescribed review period for each Deliverable or Task has expired without written response from the Commonwealth. For the Fixed Price Tasks and Deliverables of this Agreement, Vendor shall perform Tasks or deliver Deliverables in conformance with the Description and Metrics of Acceptance on or before Milestone Schedule date set forth in Tables 1 and 2.

Deliverables and Tasks

TABLE 1

Section 1: Implementation Deliverables and Tasks

Table 2 Section 2: Ongoing Deliverables and Tasks

(daily)

(daily)

PAYMENT AND SERVICE LEVEL AGREEMENTS

Payment EOHHS shall pay the Card Vendor in accordance with the approved pricing schedule, consisting of a one-time start-up fee and an ongoing monthly fee based on the volume of PCA Identification Cards produced and mailed. For the avoidance of doubt, such payment constitutes payment in full for all services under this Contract rendered that month by the Card Vendor.

One-Time Start-Up Fee: The Card Vendor shall receive a one-time start-up payment of $___, upon completion and EOHHS acceptance of the implementation deliverables identified in Section 12.1.

Monthly Fee: Beginning the following month of the Contract Start Date, the Card Vendor shall receive a fixed monthly payment based on the total number of PCA Identification Cards produced and mailed during the applicable month, in accordance with the volume-based pricing tiers set forth here:

0-100

101-1,000

1,001-5,000

5,001-10,000

10,001-20,000

20,001+

The applicable monthly fee shall be determined by the volume tier corresponding to the actual number of PCA Identification Cards produced and mailed during that month. The Card Vendor shall receive the fixed monthly fee for the applicable tier, rather than a separate payment for each card.

The monthly fee shall constitute payment in full for all ongoing services required under this Contract, including but not limited to:

· PCA Identification Card request processing and eligibility validation;

· Identification card production, materials, and printing;

· Packaging, postage, and mailing;

· Customer service and reporting;

· All systems, staffing, facilities, technology, supplies, and equipment necessary to perform the services; and

· All Contractor overhead, administrative costs, and profit.

No additional fees or charges shall be payable unless expressly authorized by EOHHS through a written amendment to this Contract.

Payment Terms All payments under this Contract shall be made in accordance with the Commonwealth's bill paying policy (Commonwealth of Massachusetts, Office of the Comptroller, Bill Payments Policy, last revised June 5, 2026).

Service Level Agreement The Vendor shall meet the Service Level Agreement requirements (SLAs) described in Section 13.4, as part of its performance of functions under this contract. EOHHS reserves the right to impose financial penalties, up to and including the liquidated damages noted in Section 13.4, in instances where the contractor fails to meet the following contractual requirements.

Note that EOHHS may, in its sole discretion, issue written permission for the Vendor to temporarily modify an SLA due to extenuating circumstances, upon request of the Vendor; however, such permission is not granted absent the explicit written authorization of EOHHS.

Attachment A – Model Contract PCA Identification Card Services RFR

Attachment A – Model Contract PCA Identification Card Services RFR Page 5

Service Level Agreements (SLAs)

Note: examples may include, but are not limited to, cards with significant printing defects, cards that are damaged during production and still mailed to PCAs, cards that utilize an unapproved format/design, etc.

TRANSFER OF ENGAGEMENT PRODUCTS AT CONTRACT TERMINATION

As of the Termination Date of the Contract, Vendor shall make available all Commonwealth Data to Agency in a format to be agreed upon by EOHHS and Vendor. Vendor shall provide reasonable assistance at no charge to provide knowledge transfer to EOHHS personnel, or EOHHS designees. EOHHS and Vendor may execute a Task Order governing the transfer period if additional services are required by EOHHS.

SUBCONTRACTORS

Vendor shall take full responsibility for project management. Vendor shall submit all subcontracts related to work to be performed hereunder for approval by EOHHS within two weeks of the Execution Date of this Contract and within two weeks for any Task Order issued hereunder which entails work by Vendor subcontractors. Vendor shall ensure that its subcontractor(s) that perform work efforts under this Contract shall comply with all terms and conditions of the Agreement. Vendor will act as prime contractor for Vendor’s subcontractor(s) and be responsible for the performance of all subcontractors. Subcontracts will not relieve or discharge the Vendor from any duty, obligation, responsibility or liability arising under this Contract. EOHHS is entitled to copies of all subcontracts and shall not be bound by any provisions contained in a subcontract to which it is not a party.

OTHER REPRESENTATIONS

Vendor agrees and shall ensure that its personnel and subcontractor personnel agree to the following terms.

Vendor shall not use for its own benefit, or divulge or disclose to anyone, except to (i) persons within the Commonwealth whose positions require them to know it and (ii) persons designated by EOHHS who have a need to know, any information not already lawfully available to the public concerning the Commonwealth (“Confidential Information”), including but not limited to information regarding any project of the Commonwealth, any e-commerce products or services, any web development strategy, any financial information or any information regarding users of or vendors to the Commonwealth. Confidential Information also includes, without limitation, any technical data, design, pattern, formula, computer program, source code, object code, algorithm, subroutine, manual, product specification, or plan for a new, revised or existing product or web site; any business, marketing, financial or sales information; and the present or future plans of the Commonwealth.

As of the termination of the Agreement with the Commonwealth, Vendor agrees to return to the Commonwealth all Commonwealth Property, Commonwealth Information and materials, documents and property, in Contractor’s possession or control, including without limitation, all materials relating to work done while assigned to Commonwealth projects. Contractor shall return to the Commonwealth all materials concerning past, present and future or potential products and/or services of the Commonwealth. Contractor shall return to the Commonwealth all materials provided by persons doing business with the Commonwealth and all teaching materials provided by the Commonwealth.

Vendor represents and warrants that it is not a party to any agreement or arrangement which would constitute a conflict of interest with the obligations undertaken under the Contract or would prevent Vendor from carrying out its obligations hereunder.

Vendor represents and warrants that it has paid all due state and federal taxes, or, if its tax status is in dispute or in the process of settlement, that it has responded as directed and within the required timeframes to all communications received from the state or federal government.

Vendor acknowledges that it is not an employee of any Massachusetts state or municipal government agency, and is not entitled to any benefits, guarantees or other rights granted to state or municipal government agencies, including but not limited to group insurance, disability insurance, paid vacations, sick leave or other leave, retirements plans, health plans, or premium overtime pay. Should Contractor be deemed to be entitled to receive any such benefits by operation of law or otherwise, Contractor expressly waives any claim or entitlement to receiving such benefits from Massachusetts state or municipal government agencies.