Attachment C Additional Contract Terms~1.docx

Request for Responses for COVID-19 Isolation and Recovery Site (I&R) Services ATTACHMENT C: Additional Contract Terms This Attachment C includes contract terms that EOHHS intends to include in any Contract or Payment Agreement resulting from the RFR to which it is attached. EOHHS may, in its discretion, agree to additions and deletions to these terms that do not alter the requirements of the RFR, or the selected Applicant’s Response, or the terms of the documents that have precedence over the selected Awardee’s Response.

Elements of Contract; Integration The Contract between EOHHS and the Awardee consists of the following documents, listed in order of precedence:

1) The Massachusetts Standard Contract Form;

2) The Commonwealth Terms and Conditions;

3) The contractual terms negotiated between EOHHS and the selected Awardee;

4) EOHHS’s Request for Responses for COVID-19 Isolation and Recovery Site Services, as it may be amended; and

5) The Awardee’s response to the RFR (“Response”), exclusive of any terms that are inconsistent with, or purport to modify or supersede, the Massachusetts Standard Contract Form, the Commonwealth Terms and Conditions, or the mandatory terms of the RFR.

The documents listed above, including attachments and exhibits, constitute the entire agreement of the parties with respect to the subject matter of the RFR, and supersede all prior written or verbal negotiations and statements. This document shall not be modified by any subsequent written or verbal communications other than in accordance with Amendments, below.

Use and Disclosure of Data The Awardee and its employees and subcontractors shall comply with all state and federal laws, rules, regulations, and other requirements relating to confidentiality, privacy, and security.

Publications Regarding or Derived from This Contract In the performance of this Contract, the Awardee may develop material suitable for publication under copyright as reports, manuals, pamphlets or other forms. To the extent such material is deliverable to EOHHS in the performance of this Contract, such material shall be deemed Work Product made for hire, and the Commonwealth shall exclusively own the copyright in such material. Other material derived from the Awardee’s performance of this Contract shall not be published or offered for publication through any medium of communication, including press release, without the prior approval of EOHHS.

If the Awardee publishes a work dealing with its performance under this Contract, or the results and accomplishments attained in such performance, the Commonwealth shall have a non-exclusive, irrevocable, royalty-free license to reproduce, publish or otherwise use and authorize others to use the publication.

The Awardee shall not disseminate, reproduce, display or publish any report, information, data or other materials or documents produced in whole or in part pursuant to this Contract without the prior consent of EOHHS, nor shall any such report, information, data or other materials or documents be the subject of an application for copyright by or on behalf of the Awardee without the prior written consent of EOHHS.

EOHHS’s Option to Modify Scope of Work If additional funds become available during the Contract period, EOHHS reserves the right to increase the maximum obligation to some or all of the Contracts executed as a result of this RFR or to execute Contracts with organizations not funded in the initial selection process, subject to available funding, satisfactory Contract performance, and service or commodity need.

EOHHS shall have the option at its sole discretion to modify, increase, reduce or terminate any activity related to this Contract whenever, in the judgment of EOHHS, the objectives of the Project have been modified or altered in a way that necessitates such changes. In particular, EOHHS reserves the right to modify Contract requirements to conform more closely to the specifications of any funding for which the Legislature appropriates funds, and to address the availability of federal financial participation for expenditures under this Contract. EOHHS will provide written notice of such action to the Awardee, and the parties will negotiate the effect of such changes in scope on the schedule and payment terms.

Notification of Administrative Change The Awardee shall notify EOHHS in writing no later than 30 days prior to any change affecting its organization, or its performance of its responsibilities under this Contract, but if a change in business structure is voluntary, the Awardee shall provide a minimum of three months’ notice to EOHHS. (See also Assignment, below.)

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 EOHHS or its successors. Nothing in this Contract shall be deemed to confer benefits or rights to any other parties.

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.

Funding Source Grant funds awarded to the Awardee were received by the Commonwealth of Massachusetts from the Coronavirus State Fiscal Recovery Fund (“FRF”) established pursuant to Section 9901 of the American Rescue Plan Act of 2021 (Pub. L. 117-2) (“ARPA”), Catalog of Federal Domestic Assistance Number 21.027, Federal Award Identification Number SLFRP1025. All Awardees must register and maintain an active account with www.SAM.gov in order to receive federal funds. Registering for www.SAM.gov is free.

Authorizations This Contract is subject to all necessary federal and state approvals, including but not limited to the Centers for Medicare and Medicaid Services (CMS), the Executive Office of Administration and Finance, the Massachusetts Office of the Comptroller and, where applicable, the State Legislature and the Massachusetts Office of the Attorney General.

Notices Notices to the parties as to any matter hereunder will 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 acknowledgment of receipt:

To EOHHS:

EOHHS, Office of Medicaid One Ashburton Place, 11th floor Boston, MA 02108 With a copy to:

EOHHS General Counsel 1 Ashburton Place, 11th floor Boston, MA 02108 To the Awardee:

Title:

Equal Employment Opportunity All Contracts entered into by the Awardee shall contain a provision requiring compliance with federal Executive Order 11246, as amended by Executive Order 11375, and as supplemented by regulations at 41 CFR part 60.

Prohibited Activities and Conflict of Interest The Awardee represents that no person who is an owner, employee, consultant, or subcontractor of the Awardee, has been debarred by any federal agency, excluded from participation in a program under Titles XVIII, XIX, or XXI of the Social Security Act, or subjected to a civil money penalty under the Social Security Act.

During the term of this Contract, the Awardee shall not have any interest that conflicts with the performance of services under the Contract for the duration of the Contract, as determined by EOHHS.

Compliance with Laws The Awardee shall comply with all applicable statutes, orders, and regulations promulgated by any federal, state, municipal, or other governmental authority relating to its property or its operations under the terms of this Contract, including all obligations applicable to a beneficiary of FRF funds under Section 9901 of ARPA, the U.S. Department of the Treasury’s regulations implementing the FRF (31 CFR Part 35), the Award Terms and Conditions,[footnoteRef:1] and the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200. [1: The Award Terms and Conditions are available at the U.S. Treasury’s website at https://home.treasury.gov/system/files/136/Financial-Assistance-Agreement-States-and-Territories.pdf]

Amendments No amendment to this Contract shall be effective unless it is signed by authorized representatives of the Awardee and EOHHS. All amendments are subject to appropriation, availability of funding, applicable law and regulations, and mutual agreement. The parties agree to negotiate in good faith to cure any omissions, ambiguities, or manifest errors herein.

Assignment The Awardee shall not assign or transfer any right, interest, or obligation under this Contract to any successor entity or other entity without the prior written consent of EOHHS.

Independent Awardee The Awardee, 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 EOHHS or the Commonwealth of Massachusetts.

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

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

Waiver The acceptance of, or payment for, services rendered by the Awardee shall not be construed to waive any requirements of this Contract, or any of EOHHS’s remedies for failure to fulfill such requirements.

B-4 RFR for COVID-19 Isolation and Recovery Site Services