Attachment C - OFF48 PCA ID Model Contract~3.docx

Contract Between The Executive office of Health and human services And

[NAME VENDOR]

FOR

PROCESSING, PRODUCTION, PRINTING, AND MAILING OF

PCA IDENTIFICATION CARDS

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 operates and administers the programs of medical assistance and medical benefits under M.G.L. c. 118E, §1 et seq. (hereinafter the “MassHealth Program”) and serves as the single state agency under 42 U.S.C. §1396 et seq.;

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

WHEREAS: EOHHS has issued, as of [DATE], a Request for Quotes for PCA Identification Card Processing, Printing and Mailing Services;

WHEREAS: the Contractor assumes responsibility for providing such processing, production and distribution services for MassHealth personal care attendants who provide PCA services to eligible MassHealth PCA Program Members (Consumers) in accordance with the legal requirements of the MassHealth PCA program; and

WHEREAS: the Contractor has met the criteria of EOHHS for participation as the PCA Identification Card Vendor, NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Contractor and EOHHS agree as follows:

Table of Contents

Model Contract for the OFF48 PCA Identification Card RFQ 2

INTRODUCTION

The following document will serve as a Statement of Work (“SOW”) between the [Executive Offices of Health and Human Services and [Vendor Name] (“[Vendor Abbreviation] or Vendor”) (collectively the “Parties”) for the production, printing, and distribution of Personal Care Attendant (PCA) Identification Cards. The entire agreement (the “Agreement”) between the parties consists of the following documents in the following order of precedence: (1) the Commonwealth Standard Terms and Conditions; (2) the Commonwealth’s Standard Form Contract; (3) Request for Quotes (“RFQ”) OFF48; (4) [Vendor Abbreviation]’s response thereto; (5) the Request for Quotes (“RFQ”) Document # ___________; (6) Appendix A to this SOW (PCA Identification Card Specifications); (7) this SOW and any other documents negotiated between the Parties under the RFQ; and (8) [Vendor Abbreviation]’s response to the RFQ, inclusive of all attachments and modifications, as amended by any subsequent negotiations between the Parties.

Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. The documents comprising the Agreement supersede all prior written or verbal negotiations and statements.

DEFINITION OF TERMS

The following terms or their abbreviations, when capitalized in this SOW 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 Carrier - The carrier (envelope) that contains the PCA Identification Card.

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

Commonwealth – The Commonwealth of Massachusetts.

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 [Vendor Abbreviation] 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 SOW or the Task Order(s) entered into hereunder.

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.

Executive Office of Technology Services and Security (EOTSS) – The secretariat responsible for instituting information technology (IT) policies, standards and strategic vision for state agencies, and where the hardware and software for the MMIS are housed.

Fiscal Intermediary – the single entity operating as a Fiscal Employer Agent (F/EA) under section 3504 of IRS code, Revenue Procedures 70-6, and as modified by IRS Proposed 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 SOW throughout the duration of the SOW, 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. More information about MassHealth can be found at http://www.mass.gov/masshealth.

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

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 (see 130 CMR 422.400 et seq.).

“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 SOW 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 helps people with permanent or chronic disabilities keep their independence, stay in the community, and manage their own personal care by providing funds to hire personal care attendants. PCA Consumers are considered the employers of their PCA and are responsible for directly hiring, managing, and terminating their PCAs. Consumer-employers are supported in the administration of employee-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 most recent collective bargaining agreement, PCAs will now have the option to request a PCA Identification Card.

The Commonwealth of Massachusetts Executive Office of Health and Human Services (EOHHS) will engage a Vendor to produce and distribute identification cards known as PCA Identification Cards.

· Broadly speaking, and as described in greater detail in Section 3.1, below, the selected Card Vendor will:

· Recommend the best process to receive, validate and process and requests from PCAs for PCA Identification Card outlined in Section 3.1, below;

· Recommend the best specifications for the required photograph including size and quality;

· Recommend the best possible physical card material that meets the requirements;

· Produce PCA identification cards according to the specifications; and

· Mail PCA identification cards according to regular issuance schedules.

This Agreement’s term (the “Term”) begins on the date that it is executed by both parties (the “Effective Date”) [anticipated to be [DATE]] and shall terminate at 5:00 p.m. on [date 26 months from the Effective Date] (“Termination Date [DATE]”). Renewal options shall be as set forth in the RFQ. Notwithstanding the foregoing, Sections 5.1 and 5.2 of System Security, and Section 10.3, Title and Intellectual Property Rights [Eligible Entity chooses other sections that will survive termination] shall survive the termination of the remainder of this SOW.

CONTRACTOR RESPONSIBILITIES

As described in greater detail in the subsections that follow, the Card Vendor shall establish a process to receive requests for a PCA Identification Card from PCAs, validate the request via information received from the Fiscal Intermediary, (see Appendix B), produce, print, and mail PCA Identification Cards, and provide reports on PCA Identification Card requests, production and mailing.

Process Requests for PCA Identification Cards The Card Vendor shall:

· Process in place for receiving requests for new or replacement PCA Identification Cards;

· Have a process in place for accepting a photograph for inclusion on the PCA Identification Card;

· Provide customer service support regarding the PCA Identification Card request process during normal business hours;

· Provide multiple language options to be determined by EOHHS; and

· Have a process in place for verifying the eligibility and identity and mailing or physical address of each card requestor.

Physical Card Specifications The Card Vendor shall produce PCA Identification Cards that are:

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

· Printable on the front and back;

· Fit comfortably in a standard wallet; and

· Contain the information shown in Appendix A for the front and back of the PCA Identification Card.

In addition, the Card Vendor shall:

· Provide EOHHS with physical samples of PCA Identification Cards, Card Carrier, and/or envelopes, upon request, to demonstrate adherence to relevant design specifications and other requirements.

· 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 and/or inserts, such as the Card Carrier.

· Provide suggestions to improve, or address concerns with any EOHHS-requested changes to the PCA Identification Card.

· Work with EOHHS in good faith to implement updates, changes, or new card features as needed for EOHHS to comply with rules changes and policy decisions.

Card Carrier and Envelope Specifications The Card Vendor shall:

· Provide a Card Carrier that:

· Can accommodate a minimum of one (1) PCA Identification Card;

· Fits into a standard envelope; and

· Minimizes weight / postage requirements.

· Provide EOHHS, upon request, physical samples of Card Carriers and envelopes, to demonstrate adherence to EOHHS’ design and production specifications.

· Notify EOHHS in advance of making any changes to supplies, materials, or stocks that differ from those explicitly approved by EOHHS.

· Provide standard sized envelopes that will appropriately safeguard PCA information, and that will accommodate the Card Carrier (with attached PCA Identification Card).

· Support the most efficient and economical method to address the envelopes containing the PCA Identification Card and carrier.

· Provide a return address and affix the return address to the envelopes.

Maintenance of Supplies The Card Vendor shall:

· Maintain sufficient PCA Identification Card, Card Carrier, and envelope stock on hand to successfully meet production and mailing benchmarks at all times, including, but not limited to, the Service Level Agreement (SLA) for PCA Identification Card production described at Section 12.2; and

· Maintain a location and operations space where the Vendor will physically produce the PCA Identification Cards.

Identification Card Production The Card Vendor shall:

· Have a process for managing an unanticipated increase in PCA Identification Card request and/or production volume;

· Have the ability to accept a data file from the Fiscal Intermediary (FI) necessary to process requests, produce and mail PCA Identification Cards (Attachment Appendix B to the Model SOW) according to the specifications provided and according to the timelines listed; and

· Work with EOHHS and the FI to establish a process for accepting the PCA Identification Card Data File, in accordance with the specifications described below and as further detailed in Appendix B (“PCA Identification Card Identification Card Data File description”.

PCA Identification Card Mailing/Distribution The Card Vendor shall:

· Have a Quality Assurance processes in place that will be employed to ensure accuracy of the PCA Identification Card creation and distribution;

· Have controls over this process in place that will ensure that this distribution is not intermingled with other jobs potentially being run on the same machines / same facility / same staff, etc.;

· Have a storage facility and a process to safeguard the stock to be used in each step of the production and distribution process;

· Have a mailing/distribution solution that will ensure that PCA Identification Cards arrive safely and in a timely manner to the PCA; and

· On at least a bi-weekly basis, mail all PCA Identification Cards that are ready for mailing.

· Ensure the security and integrity of all sealed and finished envelopes containing information related to PCA Identification Cards:

· While the envelopes are in storage awaiting transportation to the Card Vendor’s proposed distributor; and

· While in transit to the Card Vendor’s proposed distributor.

· Ensure mailing (with or without a third-party distributor, e.g., United States Postal Services (USPS)) of the PCA Identification Cards according to the SLA in Section 12.2; and

· Ensure that mailing is cost effective, flexible, and able to handle large volumes with little notice.

· Track and document all undeliverable / returned PCA Identification Cards.

· Provide a secure method for destruction of undeliverable / returned PCA Identification Cards.

Reporting The Card Vendor shall:

· Track PCA Identification Card production and mailing, and submit reports on a biweekly, monthly, annual, and ad hoc basis to the EOHHS Project Manager as described below:

· The number of PCA Identification Card requests received from PCAs;

· The number of PCA Identification Cards produced and mailed;

· A monthly report that identifies the number of PCA Identification Card requests received;

· A monthly production report that identifies the number of PCA Identification Cards produced;

· A monthly fulfillment report that identifies the number of PCA Identification Cards mailed;

· A monthly report that identifies the number of outstanding PCA Identification Card requests categorized by barrier;

· A monthly report of the number of PCA Identification Cards that were not fulfilled categorized by barrier; and

· A monthly report of the volume of undeliverable and returned mail.

· A report containing an explanation for any discrepancy between the figures, and other information required by EOHHS. Reports shall be submitted in the form and format as required by EOHHS.

Quality Assurance and Cost Savings The Card Vendor shall:

· Establish and document quality control policies and procedures, and make such policies and procedures available to EOHHS for review, upon request;

· Ensure that its quality control policies and procedures:

· Result in the production of high quality, defect-free materials that comply with EOHHS specifications;

· Result in the Vendor maintaining adherence to applicable deadlines regarding card production, processing, and mailing;

· Include a regular quality review process, enabling the Vendor to confirm the quality of its materials and processes on an ongoing basis, without the need for EOHHS intervention; and

· Allow for the prompt identification and resolution of potential and actual issues.

· Bring maximum efficiency, measurable timesaving and cost reductions to the production and mailing process; and

· Utilize industry expertise and best practices to implement cost containing strategies in the implementation and operation of the project. The cost containing effort should work to reduce the cost per PCA Identification Card as well as to increase operational efficiency and lower postage costs.

Administration The Card Vendor shall:

· Designate a representative to act as an authorized Contract Manager representing the Card Vendor on all contractual matters pertaining to the Contract;

· Designate a Project Manager to represent the Card Vendor on all development and operational matters pertaining to the Contract. NOTE: The Card Vendor's Contract Manager and Project Manager may be the same individual, or different individuals, throughout the term of the Contract;

· Participate in regular meetings with the EOHHS, Project/Contract Manager, and Fiscal Intermediary as needed and as requested by EOHHS;

· At the start of the Contract, provide to EOHHS a listing of telephone numbers, titles and email addresses of all of the Card Vendor’s Key Personnel and upper management staff, including all partners and Material Subcontractors, and continually update the lists whenever pertinent personnel or their phone numbers or email addresses change; 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 SOW 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:

· 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 digital proof pursuant to Section 3.1.1;

· Finalized Card Carrier design in accordance with the instructions and specifications set forth above, after EOHHS has reviewed and approved the digital proof pursuant to Section 3.1.2; and

· Production and mailing of PCA Identification Cards to meet the on-going new card requests following receipt of the Card Production file (Appendix B) (notification provided on a weekly basis).

· Within 15 business days of the Effective Date, 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 Synergy Licensed Products and third-party software, including development environments, test suites, compilers, linkers, servers, databases, other related information.

· The Disaster Recovery Plan (DR Plan) must be reviewed and approved by the EOHHS Chief Security Officer (CSO) before the Vendor begins producing, printing, and distributing PCA Identification Cards.

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 Project Manager;

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

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

· Ensure effective partnership with and inclusion of EOHHS and MassHealth staff in maintaining agency and provider relationships and an overall understanding of the system; and

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

SINGLE POINT OF CONTACT

[Vendor Abbreviation] and EOHHS will each assign a single point of contact with respect to this SOW. 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 Abbreviation]’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, (774)539-2278, geralyn.smithcoyrat@mass.gov.

ACCEPTANCE OR REJECTION PROCESS

[Vendor Abbreviation] Project Manager (PM) will submit the required Deliverables specified in this SOW, or any Task Order entered into hereunder on or before the due date specified in Table 2. EOHHS will review each Deliverable noted in the section of Table 2 titled “Section 1: Implementation Deliverables and Tasks,” and/or any Task Order as appropriate, and evaluate whether each Deliverable has clearly met in all material respects the criteria established in this SOW and the relevant Task Order specifications.

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

A rejection will include a written description of the defects of the Deliverable. If EOHHS PM does not respond with acceptance or rejection within ten (10) Business Days of receipt, the Vendor PM shall provide a reminder notice to EOHHS PM. If EOHHS PM fails to respond after the receipt of the reminder notice, Vendor must contact the 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 PM. 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 Abbreviation] will use reasonable efforts to provide a prompt correction or workaround.

Issue Resolution The Project Managers from each organization bear 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 [insert name and title of respective persons at Eligible Entity and Vendor].

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 7.5.

Remedies for Poor Performance If the Vendor fails to meet any of the requirements specified in this SOW 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 7.4, 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 SOW may be amended prior to the end of the Term. The PM who would like to request a change in scope for this engagement or any other terms contained within the SOW, will provide the suggested amendment in writing to the other party’s PM. The PMs will jointly determine whether the change impacts any terms contained within the SOW. The Parties may mutually agree to the change through a written signed amendment to this SOW.

PERSONNEL

Key Personnel All proposed Key Personnel must be qualified for their positions, in terms of experience, education and management skills (as appropriate). When preparing the staffing plans, the Bidder should take into account all activities that must be performed in order to meet the scope of services described in Section 3.1 of this SOW. EOHHS has determined that the following Contractor personnel qualify as Key Personnel:

Contract Manager [Vendor Abbreviation] agrees to provide the following personnel for the following amounts of time for the duration of this project:

TABLE 1 - KEY PERSONNEL

[Vendor Abbreviation] shall assign all of the foregoing personnel to this engagement on the time basis set forth in Table 1. In the event that a change is necessary, [Vendor Abbreviation] Project Manager will provide prompt written notice to EOHHS PM of the proposed change. If the personnel change is a result of a non-emergency, the [Vendor Abbreviation] Project Manager shall provide the EOHHS PM two-week written notice. For personnel changes that result from an emergency, [Vendor Abbreviation] Project Manager shall provide prompt written notice to EOHHS PM. EOHHS PM has the right to accept or reject all personnel. [Vendor Abbreviation]’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 Abbreviation] to develop, test, and install the [name product to be developed] 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 the [name product to be developed], 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 [name product to be developed] will involve intellectual property derived from four different sources: (1) a third party such as …[this provision may not apply to all contracts, but it could apply if [Vendor Abbreviation] is using third party intellectual property to perform tasks or deliver Deliverables, e.g. configuring another entity’s COTS]; (2) that developed by [Vendor Abbreviation] for the open market (e.g., [Vendor Abbreviation]’s commercial off the shelf software); (3) that developed by [Vendor Abbreviation] 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 Abbreviation]’s; and (4) developed by [Vendor Abbreviation] 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 of the SOW addresses exclusively ownership rights in the third and fourth categories of intellectual property.

[Vendor Abbreviation] Property and License [Vendor Abbreviation] 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 Abbreviation] in connection with such work (hereinafter the "[Vendor Abbreviation] Property"). EOHHS acknowledges that its possession, installation or use of [Vendor Abbreviation] Property will not transfer to it any title to such property.

EOHHS acknowledges that [Vendor Abbreviation] Property contains or constitutes commercially valuable and proprietary trade secrets of [Vendor Abbreviation], the development of which involved the expenditure of substantial time and money and the use of skilled development experts. EOHHS acknowledges that [Vendor Abbreviation] 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 Abbreviation] of the imminent disclosure so that [Vendor Abbreviation] 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 Abbreviation] Property.

[Vendor Abbreviation] 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 Abbreviation] 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 Abbreviation] will provide to EOHHS the most current copies of any [Vendor Abbreviation] 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 Abbreviation] Property under the license created herein, [Vendor Abbreviation] shall have all the rights and incidents of ownership with respect to [Vendor Abbreviation] 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 Abbreviation], subcontractor or both are the property of EOHHS, except for the [Vendor Abbreviation] Property embodied in the Deliverable. [Vendor Abbreviation] 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 Abbreviation] 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 Abbreviation] or [Vendor Abbreviation]’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 Abbreviation] 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 Abbreviation] under such law, [Vendor Abbreviation] 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 Abbreviation] may have or come to have in and to such Deliverable. [Vendor Abbreviation] 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 Abbreviation] 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 9, including providing any code used exclusively to develop such Deliverables for EOHSS, if applicable, and the documentation for such code. [Vendor Abbreviation] 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 Abbreviation] 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 Abbreviation] 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 Abbreviation] intends to provide a sublicense, [Vendor Abbreviation] must provide copies of all such sublicense agreements as early in the process as possible. The sublicense agreements must be included in [Vendor Abbreviation]’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 describes the Deliverables that [Vendor Abbreviation] will provide to the Commonwealth and the Tasks that [Vendor Abbreviation] will complete by the end of the engagement described in this SOW. A Task or Deliverable will be considered “complete” when all the acceptance criteria set forth in this SOW 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 Abbreviation] shall perform Tasks or deliver Deliverables in conformance with the Description and Metrics of Acceptance on or before Milestone Schedule date set forth in Table 2.

Deliverables and Tasks

TABLE 1

Section 1: Implementation Deliverables and Tasks

Table 2 Section 2: Ongoing Deliverables and Tasks

RELEVANT PCA DATA

The table below shows the number of active PCAs and the number of new PCAs hired each month for the past twelve-months.

PAYMENT AND SERVICE LEVEL AGREEMENTS

Payment EOHHS will pay the Card Vendor in accordance with the table that follows, based on the monthly volume of PCA Identification Cards produced by the Vendor with the approved card pursuant to this SOW. For the avoidance of doubt, such payment constitutes payment in full for all services under this SOW rendered that month by the Card Vendor.

The Card Contractor will be paid the appropriate price per PCA Identification Card distributed times the actual PCA Identification Card volume for each month. Should operations commence or terminate in the middle of a month, PCA Identification Card volume will be extrapolated to a 30-day month and the Card Contractor will be paid their actual volume times the extrapolated PCA Identification Card volume price per card.

For the avoidance of doubt, such monthly payment constitutes payment in full for all services under this SOW rendered that month by the Vendor. Such services include, but are not limited to:

· A method for receipt of requests, acceptance of photographs, provision of technical and informational assistance related to questions regarding the PCA Identification Card request process, replacement of lost PCA Identification Cards, and ability to provide multiple language options for such method;

· Card Stock, Stocking, and Printing;

· Card Carrier Stocking;

· Envelopes, Stocking, Stuffing, Transport, and Mailing;

· All systems to support the above;

· All staffing, facilities, supplies, and equipment to support the above; and

· All profit, overhead and Contractor indirect costs.

Please indicate cost per 1,000 Identification Cards. Please include any volume discounts that may apply.

Payment Terms All payments under this SOW shall be made in accordance with the Commonwealth's bill paying policy. (Commonwealth of Massachusetts, Office of the Comptroller, Bill Paying Policy and General Payment Policies, last revised July 17, 2024). Comment by Butcher, Amy (EHS): Please see: https://public.powerdms.com/MAComptroller/documents/1779647 Service Level Agreement The Vendor shall meet the Service Level Agreement requirements (SLAs) described in Table 3 below, 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 Table 3, 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.

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.

Note: this SLA refers to the initiation of the mailing process (e.g., putting cards and required enclosures in sealed envelopes and placing them in the mail), and does not describe the time necessary for a card to travel to a member’s address.

Payment Terms Comment by Butcher, Amy (EHS): Duplicate of Section 12.2?

All payments under this SOW shall be made in accordance with the Commonwealth's bill paying policy. (Commonwealth of Massachusetts, Office of the Comptroller, Bill Paying Policy and General Payment Policies, last revised May 19, 2011).

TRANSFER OF ENGAGEMENT PRODUCTS AT CONTRACT TERMINATION

As of the Termination Date of the SOW, 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 Abbreviation] shall take full responsibility for project management. [Vendor Abbreviation] shall submit all subcontracts related to work to be performed hereunder for approval by [Eligible Entity Abbreviation] within two weeks of the Execution Date of this SOW and within two weeks for any Task Order issued hereunder which entails work by [Vendor Abbreviation] subcontractors. [Vendor Abbreviation] shall ensure that its subcontractor(s) that perform work efforts under this SOW shall comply with all terms and conditions of the Agreement. [Vendor Abbreviation] will act as prime contractor for the [Vendor Abbreviations]’s subcontractor(s) and be responsible for the performance of subcontractor. Subcontracts will not relieve or discharge the Vendor from any duty, obligation, responsibility or liability arising under this SOW. 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…