CAS_CANS_ContractBoilerplate.pdf

APPENDIX G

OPWDD HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA)

BUSINESS ASSOCIATE AGREEMENT (BAA)

STATE AGENCY:

NYS Office for People With Developmental Disabilities 44 Holland Avenue Albany, NY 12229

OPWDD CONTRACT NUMBER: Contract Number

DESCRIPTION:

CAS/CANS Functional Needs Assessment Services

CONTRACTOR:

Contractor Name Vendor Address City, State, Zip

CONTRACT AMOUNT FOR TERM:

Enter contract amount

CHARITIES REGISTRATION NUMBER:

Enter if applicable, or “N/A”

FEDERAL TAX IDENTIFICATION NUMBER:

Enter Tax ID #

SFS VENDOR ID:

Enter ID Number

CONTRACT TERM:

Complete after bid award

RENEWAL TERM:N/A

FROM:

TO:

APPENDICES ATTACHED OR REFERENCED AND PART OF THIS AGREEMENT:

(Applicable Appendices must be checked [X])

APPENDIX A Standard Clauses for New York State Contracts APPENDIX A-1 Agency-Specific Clauses APPENDIX B Budget APPENDIX C Scope of Work APPENDIX D Billing and Payment Terms APPENDIX E Insurance Requirements APPENDIX F Federal Assurances and Certifications APPENDIX G Health Insurance Portability and Accountability Act (HIPAA) Business Associate Agreement (BAA) APPENDIX H Standard Clauses for On Site Consultant Services APPENDIX I Consulting Disclosure Instructions and Form B APPENDIX J Solicitation Documents (RFP, IFB, RFQ) incorporated as a separate document APPENDIX K Contractor’s Proposal incorporated as a separate document APPENDIX L Supplier Diversity (MWBE, SDVOB, EEO) Requirements APPENDIX X Modification Agreement Form OTHER Exhibit 1: MWBE Utilization Plan

Exhibit 2: SDVOB Utilization Plan Exhibit 5: Contractor Quarterly MWBE Compliance Report Exhibit 6: Contractor Monthly SDVOB Compliance Report Exhibit 7: EEO Workforce Employment Utilization/Compliance Report

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CONTRACT SIGNATURE PAGE

OPWDD CONTRACT NUMBER:

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the dates appearing under their signatures.

Contractor: Contractor Name NYS Office for People With Developmental Disabilities

By: By:

Printed Name: Printed Name:

Title: Title:

Date: Date:

State Agency Certification: In addition to the acceptance of this contract, I also certify that original copies of this signature page will be attached to all other exact copies of this contract.

CIVIL SERVICE APPROVAL (If Required) STATE COMPTROLLER’S APPROVAL

☐ DATE: ___________________

DATE: ___________________

ATTORNEY GENERAL’S APPROVAL

☐ DATE: ___________________

STATE OF )

) SS:

COUNTY OF )

On this ____day of ___________________, 20 ____ , before me personally came _______________________, to me known who being duly sworn, did depose and say that he/she/they reside(s) in _____________________; that he/she/they is/are the ___________________________ of ____________________________________, the corporation described in and which executed the foregoing instrument; that he/she/they knew the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by the order of the

Board of Directors of said corporation, and that he/she/they signed his/her/their name thereto by like order.

Notary Public

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2 OPWDD CASCANS Functional Needs Assessment Services

NEW YORK STATE

OFFICE FOR PEOPLE WITH DEVELOPMENTAL DISABILITIES (OPWDD)

This Agreement is hereby made by and between OPWDD and the public or private agency (Contractor) identified on the face page hereof.

OPWDD has the authority to regulate and provide funding for the establishment and operation of program services and desires to contract with skilled parties possessing the necessary resources to provide such services; and

Contractor is ready, willing, and able to provide such program services and possesses or can make available all necessary qualified personnel, licenses, facilities, and expertise to perform or have performed the services required pursuant to the terms of this Agreement.

In consideration of the promises, responsibilities, and covenants herein, OPWDD and the Contractor agree as follows:

1. CONDITIONS OF AGREEMENT

1.1. This Agreement may consist of successive periods (Period), as specified within the Agreement or within a subsequent Modification Agreement(s) (Appendix X). Each additional or superseding Period shall be on the forms specified by OPWDD and shall be incorporated into this Agreement. Any modifications to the terms and conditions of this Agreement shall only be made by mutual written consent of the parties, and approval by the New York State Office of the Attorney General and Office of the State Comptroller (OSC), if required. Any terms and conditions of this Agreement not modified shall remain in effect for each Period of the Agreement.

1.2. This Agreement incorporates the face pages attached and all the marked appendices identified on the face page hereof.

1.3. The Contractor shall perform all services to the satisfaction of OPWDD. The Contractor shall provide services and meet the program objectives summarized in the Scope of Work (Appendix C) in accordance with: provisions of the Agreement; relevant laws, rules, and regulations; administrative and fiscal guidelines; and where applicable, operating certificates for facilities or licenses for an activity or program.

1.4. In the event of a conflict among documents included in a category listed below, the document latest in time shall take precedence.

Conflicts between documents shall be resolved in the following order of precedence:

1.4.1. Appendix A (Standard Clauses for NYS Contracts)

1.4.2. Amendment(s) to this Agreement

1.4.3. This Agreement with all Appendices and Attachments (except Appendix A, Appendix J, and Appendix K)

1.4.4. The Solicitation Documents (Appendix J)

1.4.5. Contractor’s Proposal (Appendix K)

2. PAYMENT

2.1. The Contractor, to be eligible for payment, shall submit to OPWDD’s designated payment office (identified in Appendix D) all appropriate documentation as required by the Billing and Payment Terms (Appendix D).

2.2. OPWDD shall make payments and any reconciliations in accordance with the Billing and Payment Terms (Appendix D). OPWDD shall pay the Contractor, in consideration of contract services for a given Period, a sum not to exceed the amount noted on the face page hereof or in the respective Appendix X designating the payment amount for that given Period. This sum shall not duplicate reimbursement from other sources for Contractor’s costs and services provided pursuant to this Agreement.

3. TERMINATION

3.1. This Agreement may be terminated at any time upon mutual written consent of OPWDD and the Contractor.

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3.2. OPWDD may terminate the Agreement immediately, upon written notice of termination to the Contractor, if the Contractor fails to comply with the terms and conditions of this Agreement and/or with any laws, rules, regulations, policies, or procedures affecting this Agreement.

3.3. OPWDD may also terminate this Agreement in accordance with Appendix A-1.

3.4. Written notice of termination, where required, shall be sent by personal messenger service or by certified mail, return receipt requested. The termination shall be effective in accordance with the terms of the notice.

3.5. Upon receipt of notice of termination, the Contractor agrees to cancel, prior to the effective date of any prospective termination, as many outstanding obligations as possible, and agrees not to incur any new obligations after receipt of the notice without approval by OPWDD.

3.6. OPWDD shall be responsible for payment on claims pursuant to services provided and costs incurred pursuant to terms of the Agreement. In no event shall OPWDD be liable for expenses and obligations arising after the termination date of this Agreement.

4. TRANSITION

OPWDD may require the Contractor to provide uninterrupted services prior to Contract termination/expiration (“Transition Services”) as OPWDD deems reasonable and necessary for OPWDD to comply with all legal requirements for establishing a new contract and transitioning to a replacement vendor. The Contractor must remain in accordance with the terms specified herein during this transition period.

4.1. Transition Period: OPWDD shall determine the transition period in consultation with the Contractor and shall notify the Contractor in writing. The Contractor shall provide transition services for a period of up to nine (9) months.

OPWDD reserves the right to amend the transition period subsequently, upon 30 days’ advance written notice to the Contractor.

4.2. No Interruption in Service: At all times during the transition period, and unless directed otherwise in writing by OPWDD, the Contractor shall continue its contractual obligations set forth in the Contract until the services provided under the contract have been transitioned to a successor contractor, OPWDD, or a third party designated by OPWDD. The Contractor shall be required to meet its contractual obligations pursuant to this paragraph, notwithstanding the issuance of a termination for cause or convenience by OPWDD.

4.3. Transition Plan: Within 15 days of receipt of a notice of termination, or three months prior to the end of the term of the agreement, whichever event occurs first, the Contractor shall submit to OPWDD, for OPWDD’s review and approval, a detailed written plan for transition (Transition Plan) that outlines, at a minimum, the tasks, milestones, and deliverables associated with a smooth transition of services and corresponding timeline.

4.4. Contractor Transition Services: Transition Services shall include the performance of the Contractor’s responsibilities, as outlined in the agreement, and the transferring of those responsibilities to a successor contractor, OPWDD, or a third party designated by OPWDD in accordance with the Transition Plan agreed upon by the Parties. The Contractor shall maintain the same level of service during the transition period as is set forth in the agreement until specific tasks or services are completely transitioned to or assumed by a successor contractor, OPWDD, or a third party designated by OPWDD.

4.5. Cooperation: The Contractor shall cooperate with OPWDD and agents working on behalf of OPWDD (e.g., consultants) to facilitate a smooth and orderly transition. Periodic project review meetings shall be held with representatives of the Contractor, a successor contractor, OPWDD, or a third party designated by OPWDD.

5. DISPUTE RESOLUTION

5.1. If either party has a dispute arising out of the other’s performance of the Contract, then this party shall notify the other in writing. The other party shall then make all good-faith efforts to solve the problem or settle the dispute amicably, including meeting with the other party’s designated representatives to attempt diligently to reach a satisfactory result. If the parties are unable to resolve the dispute or reach a satisfactory result within 10 business days of the original written dispute notification (the “Notification Date”), then the issue shall be presented to OPWDD’s Deputy Commissioner of the Division of Fiscal Policy and Management, or his or her designee, who shall serve as the arbiter and issue OPWDD’s final decision within 15 business days of the Notification Date.

Nothing herein shall limit either party’s ability to pursue all available legal and equitable remedies. However, unless a party reasonably believes that immediate relief is required to avoid irreparable harm, the parties agree to defer seeking either legal or equitable relief in a court of competent jurisdiction until OPWDD’s final decision has been issued.

RFP OPD-2026-27 4 OPWDD CASCANS Functional Needs Assessment Services

5.2. The Deputy Commissioner shall have the power to appoint or change his or her designee or otherwise alter the rules of the procedure upon written notice to the Contractor.

5.3. Pending the conclusion of any dispute or disagreement by whatever procedure, the construction placed upon the Contract by OPWDD shall govern operation thereunder, and the Contractor and OPWDD shall continue to perform under the Contract, unless OPWDD has suspended or terminated the Contract in accordance with the applicable terms of the Contract.

5.4. The Contractor shall be required to bring all legal proceedings relating to this Contract, against OPWDD or the State of New York, in the New York State Court of Claims.

Nothing in this section shall diminish OPWDD’s right to suspend or terminate the Contract in accordance with applicable clauses contained within this Contract.

5.5. In the event of a conflict between the Contractor and other consultants or contractors of OPWDD, the Contractor shall submit to OPWDD a timely written explanation of the details of the conflict, including such pertinent facts as may provide OPWDD with a firm basis for understanding the nature of the conflict. The Contractor agrees to proceed in a good-faith effort to avoid disputes and to resolve disputes with other contractors or subcontractors of OPWDD as amicably as possible.

6. GENERAL PROVISION AS TO REMEDIES

6.1. The Parties may exercise their respective rights and remedies at any time, in any order, to any extent, and as often as deemed advisable, without regard to whether the exercise of one right or remedy precedes, concurs with, or succeeds the exercise of another. A single or partial exercise of a remedy shall not preclude a further exercise of the right or remedy or the exercise of another right or remedy from time to time. No delay or omission in exercising a right or remedy, or delay, inaction, or waiver of any event of default, shall exhaust or impair the right or remedy, or constitute a waiver of or acquiescence to an event otherwise constituting a breach or default under the Contract.

6.2. In addition to any other remedies available to OPWDD under the Contract and State and federal law for the Contractor’s default, OPWDD may choose to exercise some or all the following:

6.2.1. Suspend, in whole or in part, payments due to the Contractor under this Contract.

6.2.2. Pursue equitable remedies to compel the Contractor to perform.

6.2.3. Apply Service Credits against amounts due and owing by OPWDD under the Contract.

6.2.4. Require the Contractor to cure deficient performance or perform the requirements of this Contract at no charge to OPWDD.

7. TAXES

7.1. The Contractor remains liable and solely responsible, without exemption for social security, unemployment insurance, workers’ compensation, and other taxes and obligations to which the Contractor may be subject by law.

7.2. Purchases made by the State of New York are not subject to state or local sales taxes or federal excise taxes. The official State of New York Voucher for materials, equipment, supplies, and services is sufficient evidence to exempt the transaction from sales tax under section 1116 (a)(1) of the Tax Law.

7.3. Section 5-a of the Tax Law, as amended and effective April 26, 2006, requires certain contractors awarded certain contracts valued at more than $100,000 to certify to the NYS Department of Taxation and Finance (hereinafter referred to as Tax and Finance) that they are registered to collect New York State and local sales and compensating use taxes if they made sales delivered by any means to locations within New York State of tangible personal property or taxable services having a cumulative value in excess of $300,000, for the four (4) completed sales tax quarters in which the certification is made. In addition, contractors must certify to Tax and Finance that each affiliate and subcontractor exceeding such sales threshold during the period previously indicated is registered to collect New York State and local and compensating taxes.

This law imposes upon certain contractors the obligation to certify whether the contractor, its affiliates, and its subcontractors are required to register to collect state sales and compensating use taxes, and contractors must certify to Tax and Finance that each affiliate and subcontractor exceeding such sales threshold is registered with Tax and Finance to collect New York State and local sales and compensating use taxes. The law prohibits the RFP OPD-2026-27 5 OPWDD CASCANS Functional Needs Assessment Services

State Comptroller, or other approving agencies, from approving a contract awarded to a Bidder meeting the registration requirements but who is not so registered in accordance with the law.

7.4. The Contractor is required to complete and submit to Tax and Finance the Contractor Certification Form, ST-220- TD (Part IV-2.). The Contractor must also submit the Contractor Certification to Covered Agency Form, ST-220– CA (Part IV-2.), to OPWDD certifying that they filed Form ST-220–TD and that the information contained on Form ST-220-TD was correct and complete as of the date it was filed. These forms as fillable PDF documents can be found at:

https://www.tax.ny.gov/pdf/current_forms/st/st220ca_fill_in.pdf and http://www.tax.ny.gov/pdf/current_forms/st/st220td_fill_in.pdf.

7.5. The Contractor warrants that there are no outstanding tax liabilities against the Contractor in favor of the State of New York, or if such liabilities exist, a payment schedule has been arranged for their speedy satisfaction before contract execution.

8. INDEMNIFICATION, LIMITATION OF LIABILITY

8.1. Indemnification: The Contractor shall be fully liable for the actions of its agents, officers, employees, partners, or subcontractors and shall defend and indemnify fully and save harmless OPWDD and the State from third party suits, actions, damages, and costs of every name and description relating to bodily injury and damage to real or tangible personal property to the extent caused by the negligence or willful misconduct of the Contractor, its agents, officers, employees, partners, or subcontractors while engaged in the performance of the services, without limitation, provided however, that the Contractor shall not indemnify for that portion of any claim, loss, or damage arising hereunder due to the negligent act or negligent failure to act of OPWDD. The Contractor shall indemnify and hold OPWDD harmless from any loss or damage to OPWDD resulting from the violation by the Contractor, its agents, officers, employees, partners, and subcontractors of the State and OPWDD security procedures or policies resulting from any criminal acts committed by the Contractor’s officers, agents, employees, and subcontractors while providing services under the Contract.

Notwithstanding the foregoing in this section, in no event shall the Contractor’s indemnification or save harmless or hold harmless obligations include the Contractor paying for “cover costs”, or the costs of replacement technologies for OPWDD.

8.2. Indemnification for Intellectual Property Infringement: The Contractor shall indemnify, defend, and hold OPWDD harmless, without limitation, from and against any and all damages, expenses (including reasonable attorneys’ fees and legal fees), claims, judgments, liabilities, and costs that may be assessed against OPWDD in any action for infringement of a United States Letter Patent, or of any copyright, trademark, trade secret, or other third-party proprietary right in relation to the services, products, documentation, or deliverables furnished or utilized by Contractor under this Contract, provided that OPWDD shall give Contractor: (i) prompt written notice of any action, claim, or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle, or defend such action, claim, or suit at Contractor’s sole expense; and (iii) assistance in the defense of any such action at the expense of Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, OPWDD may require Contractor, at contractor’s sole expense, to submit such information and documentation, including formal patent attorney opinions, as OPWDD shall require. This paragraph shall not apply to that portion of any infringement claim that results from a material modification by OPWDD, without Contractor’s approval, of any products, documentation, or deliverables furnished or utilized by Contractor pursuant to this Contract.

Notwithstanding the foregoing, OPWDD reserves the right to join such action, at its sole expense, when it determines that there is an issue involving a significant public interest. This section is not subject to the limitation of liability provisions of the Contract.

8.3. Limitation of Liability: For all other claims against the Contractor where liability is not otherwise set forth in the Contract as being “without limitation,” and regardless of the basis on which the claim is made, the Contractor’s liability under the Contract for direct damages shall be limited to the greater of the following: (i) $2,000,000.00; or

(ii) two times the amounts paid to the Contractor under the Contract during the 12 months of the Contract term that precede the giving of notice of the claim by OPWDD. For this purpose, amounts paid shall include, but not be limited to, payments made electronically, by check, by offset, or by the application of credits from the Contractor to OPWDD. Unless otherwise specifically enumerated herein, neither party shall be liable for any incidental, punitive, consequential, indirect, or special damages of any kind that may result directly or indirectly from the performance of this Contract, including, without limitation, damages resulting from loss of use or loss of profit by OPWDD, the Contractor, or by others, however caused, and regardless of the theory of liability, even if such party has been informed of the possibility of such damages. The limitations of liabilities, disclaimers of warranties, exclusivity of remedies, and other limitations are an essential element of the bargain between the parties (without

RFP OPD-2026-27 6 OPWDD CASCANS Functional Needs Assessment Services https://www.tax.ny.gov/pdf/current_forms/st/st220ca_fill_in.pdf http://www.tax.ny.gov/pdf/current_forms/st/st220td_fill_in.pdf which the transactions contemplated by this agreement would not occur) and will apply even if a remedy fails in its essential purpose.

8.4. No Indemnification: OPWDD does not agree to any indemnification provisions that require OPWDD to indemnify or save harmless the Contractor or third parties.

9. SUBCONTRACTING

9.1. The Contractor agrees not to subcontract any of its services, unless as indicated in its proposal, without the prior written approval of OPWDD. Approval shall not be unreasonably withheld upon receipt of written request to subcontract.

9.2. The Contractor may arrange for a portion or portions of its responsibilities under this Agreement to be subcontracted to qualified, responsible subcontractors, subject to approval of OPWDD. If the Contractor determines to subcontract a portion of the services, the subcontractors must be clearly identified and the nature and extent of their involvement in and/or proposed performance under this Agreement must be fully explained by the Contractor to OPWDD. As part of this explanation, the subcontractor must submit to OPWDD a completed Vendor Assurance of No Conflict of Interest or Detrimental Effect form, as required by the Contractor prior to execution of this Agreement.

9.3. The Contractor retains ultimate responsibility for all services performed under the Agreement.

9.4. All subcontracts shall be in writing and shall contain provisions that are functionally identical to and consistent with the provisions of this Agreement, including but not limited to the body of this Agreement, Appendix A – Standard Clauses for New York State Contracts, and the Solicitation Document. Unless waived in writing by OPWDD, all subcontracts between the Contractor and subcontractors shall expressly name the State as the sole intended third party beneficiary of such subcontract. OPWDD reserves the right to review and approve or reject any subcontract, as well as any amendment to said subcontract(s), and this right shall not make OPWDD or the State a party to any subcontract or create any right, claim, or interest in the subcontract or proposed subcontract against OPWDD.

9.5. The subcontract is subordinate to this Contract with OPWDD, and any and all conflicting provisions of the subcontract will be superseded by the terms of this Contract. Nothing contained in the subcontract shall create any contractual relationship between the subcontractor and OPWDD or the State.

9.6. OPWDD reserves the right, at any time during the term of the Agreement, to verify that the written subcontract between the Contractor and subcontractor(s) complies with all the provisions of this Section and any subcontract provisions contained in this Agreement.

9.7. The Contractor shall give OPWDD immediate notice in writing of the initiation of any legal action or suit that relates in any way to a subcontract with a subcontractor or that may affect the performance of the Contractor’s duties under the Agreement. Any subcontract shall not relieve the Contractor in any way of any responsibility, duty and/or obligation of the Agreement.

9.8. If at any time during performance under this Agreement total compensation to a subcontractor exceeds or is expected to exceed $100,000, that subcontractor shall be required to submit and certify a Vendor Responsibility Questionnaire.

10. WARRANTIES AND GUARANTEES

10.1. Contract Deliverables: The Contractor warrants and represents that the services required by the Contract shall be performed or provided in accordance with all terms and conditions, covenants, statements, and representations contained in this Contract. The Contractor’s failure to meet predefined service levels may result in a credit or chargeback in an amount predetermined by the parties.

10.1.1. Ownership of and Title to Contract Deliverables: The Contractor acknowledges that it is commissioned by the State to perform the services detailed in this Contract, which may include the development of intellectual property by the Contractor, its subcontractors, partners, employees, or agents for the State (“Custom Products”). Unless otherwise specified in writing in this Contract, upon the creation of such Custom Products, the Contractor hereby conveys, assigns, and transfers to OPWDD the sole and exclusive rights, title, and interest in the Custom Products, whether preliminary, final, or otherwise, including all trademark and copyrights. The Contractor hereby agrees to take all necessary and appropriate steps to ensure that the Custom Products are protected against unauthorized copying, reproduction, and marketing by or through the Contractor, its agents, employees, or subcontractors. Nothing herein shall preclude the Contractor from RFP OPD-2026-27 7 OPWDD CASCANS Functional Needs Assessment Services otherwise using the related or underlying general knowledge, skills, ideas, concepts, techniques, and experience developed in performing services under the Contract in the course of the Contractor’s business.

The State may, by providing written notice thereof to the Contractor, elect in the alternative to take a non-exclusive perpetual license to Custom Products in lieu of taking exclusive ownership and title to such Products. In such case, OPWDD shall be granted a non-exclusive perpetual license to use, execute, reproduce, display, perform, adapt, and distribute Custom Product as necessary to fully effect the general business purpose(s) as stated in this Contract.

10.1.2. Ownership of Material: Ownership of all data, documentary material and reports originated and prepared exclusively for OPWDD pursuant to this Contract shall belong to OPWDD. The Contractor agrees that, except where noted, all materials, documents, products, reports, data, and other information, whether finished, unfinished, or draft developed, gathered or compiled under this Contract by the Contractor are the sole exclusive property of OPWDD and that they shall not be used by the Contractor or any other person or destroyed without express written permission of OPWDD.

10.2. Compliance with Laws: The Contractor warrants and represents that throughout the term of the Contract, in the performance of its obligations under the Contract, it will: (i) comply with all laws, ordinances, rules, and regulations of any governmental entity, in each case to the extent applicable to the Contractor in its performance of services hereunder; (ii) pay, at its sole expense, all applicable permits, licenses, tariffs, tolls, and fees; and (iii) give all notices required by any laws, ordinances, rules, and regulations of any governmental entity.

10.3. Workmanship Warranty: The Contractor warrants and represents that all services and deliverables shall meet the completion criteria set forth in the Contract and that services will be provided in a professional and workmanlike manner in accordance with commercially reasonable industry standards.

10.4. Personnel Eligible for Employment: The Contractor warrants and represents that all personnel, including all subcontractor personnel, performing Services under this Contract are qualified to provide services, eligible for employment in the United States, and shall remain so throughout the term of the Contract. The Contractor shall provide such proof of compliance as is required by OPWDD.

11. PUBLIC INFORMATION AND FREEDOM OF INFORMATION LAW (FOIL)

Disclosure of information related to this procurement and the resulting Contract shall be permitted, consistent with the laws of the State of New York and, specifically, FOIL. OPWDD shall take reasonable steps to protect from public disclosure any records or portions thereof relating to this procurement that are exempt from disclosure under FOIL.

Information constituting trade secrets or critical infrastructure information for purposes of FOIL must be clearly marked and identified as such by the Contractor upon submission, in accordance with provisions of this Contract. If the Contractor intends to request an exemption from disclosure under FOIL for trade secret materials or critical infrastructure information, the Contractor shall, at the time of submission, request the exemption in writing and provide an explanation of: (i) why the disclosure of the identified information would cause substantial injury to the competitive position of the Contractor; or (ii) why the information constitutes critical infrastructure information that should be exempted from disclosure pursuant to § 87(2) of FOIL. Acceptance of the identified information by OPWDD does not constitute a determination that the information is exempt from disclosure under FOIL. Determinations as to whether the materials or information may be withheld from disclosure will be made in accordance with FOIL at the time a request for such information is received by OPWDD.

12. ETHICS COMPLIANCE

The Contractor, its officers, employees, agents, and subcontractors (if any) shall comply with the requirements of Public Officers Law §73 and §74, and other state codes, rules, and regulations establishing ethical standards for the conduct of business with New York State. Failure to comply with these provisions may result in termination of the Contract and/or other civil or criminal proceedings as required by law.

Contractors, consultants, vendors, and subcontractors may hire former State Agency employees. However, as a general rule and in accordance with New York Public Officers Law, former employees of the State Agency may neither appear nor practice before the State Agency, nor receive compensation for services rendered on a matter before the State Agency, for a period of two years following their separation from State Agency service. In addition, former State Agency employees are subject to a “lifetime bar” from appearing before the State Agency or receiving compensation for services regarding any transaction in which they personally participated, or which was under their active consideration during their tenure with the State Agency.

The Contractor and its subcontractors shall not engage any person who is, or has been at any time, in the employ of the State to perform services in violation of the provisions of the New York Public Officers Law, other laws applicable

RFP OPD-2026-27 8 OPWDD CASCANS Functional Needs Assessment Services to the service of State employees, and the rules, regulations, opinions, guidelines, or policies promulgated or issued by the New York State Commission on Ethics and Lobbying in Government (COELIG) or its predecessors (collectively, the “Ethics Requirements”). The Contractor certifies that all of its employees, and those of its subcontractors, who are former employees of the State and who are assigned to perform services under this Contract shall be assigned in accordance with all Ethics Requirements. During the Term, no person who is employed by the Contractor or its subcontractors and who is disqualified from providing services under this Contract pursuant to any Ethics Requirements may share in any net revenues of the Contractor or its subcontractors derived from this Contract. The Contractor shall identify and provide the State with notice of those employees of the Contractor and its subcontractors who are former employees of the State who will be assigned to perform services under this Contract and make sure that such employees comply with all applicable laws and prohibitions. The State may request that the Contractor provide it whatever information the State deems appropriate about each such person’s engagement, work cooperatively with the State to solicit advice from the New York State COELIG, and, if deemed appropriate by the State, instruct any such person to seek the opinion of the New York State COELIG. The State shall have the right to withdraw or withhold approval of any subcontractor, if utilizing such subcontractor for any work performed hereunder would conflict with any of the Ethics Requirements. The State shall have the right to terminate this Contract at any time if any work performed hereunder conflicts with any of the Ethics Requirements.

13. MOST FAVORABLE TERMS AND BEST PRICING

The Contractor agrees that all fees, pricing, terms, and warranties provided by the Contractor under the Contract are substantially similar to the best equivalent terms being offered by the Contractor to any entity similarly situated to OPWDD for substantially similar services or products. If during the term of the Contract, the Contractor enters into an arrangement with any similarly situated entity for substantially similar services or products with better pricing or terms that are more favorable, the Contractor hereby agrees to amend the Contract to provide the same to OPWDD.

14. TRANSFER OF CONTRACT

OPWDD may transfer or assign the Contract to another State Agency or entity, at its sole discretion, by informing the Contractor in writing of such a transfer. The Contractor shall execute any documents required to accomplish the transfer/assignment of the Contract. The Contractor shall comply with any instructions from OPWDD to accomplish the transfer/assignment of the Contract at no additional cost to OPWDD or the State.

15. WAIVER

No term or provision of the Contract shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No consent by a party to, or waiver of, a breach under the Contract shall constitute consent to, a waiver of, or excuse for any other, different, or subsequent breach. The rights, duties, and remedies set forth in the Contract shall be in addition to and not in limitation of rights and obligations otherwise available at law or equity.

16. ACCESSIBILITY

Any network-based information and applications development, or programming, delivered to or by the State pursuant to this Contract, will comply with Section 508 of the Rehabilitation Act of 1973, as amended, and be consistent with New York State Enterprise IT Policy NYS-P08-005, Accessibility of Information Communication Technology, as such policy may be amended, modified, or superseded, which requires that State Entity Information Communication Technology shall be accessible to persons with disabilities as determined by accessibility compliance testing. Such accessibility compliance testing will be conducted by the Contractor, and the results of such testing must be satisfactory to OPWDD before web-based information and applications will be considered a qualified deliverable under the Contract or Procurement.

17. COMPLIANCE WITH NYS INFORMATION SECURITY POLICIES AND STANDARDS

The Contractor, while performing Services under this Contract, shall comply fully with the requirements of the Information Security Breach and Notification Act, and all security procedures and policies of the State including, but not limited to, the following:

• Acceptable Use of Information Technology Resources Policy

• Information Security Policy

• Security Logging Standard

• Information Security Risk Management Standard

• Information Security Controls Standard

• Sanitization / Secure Disposal Standard

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• Mobile Device Security Standard

• Remote Access Standard

• Secure System Development Life Cycle Standard

• Secure Configuration Standard

• Secure Coding Standard

ITS Security Policies and Standards may be found at: http://www.its.ny.gov/tables/technologypolicyindex.htm/security and https://its.ny.gov/eiso/policies/security

18. RIGHT TO INSPECT

OPWDD, or contracted entities working on behalf of OPWDD, has the right to review the Contractor’s procedures, practices, and controls related to the security of OPWDD Data. Upon written request, the Contractor will, immediately or no later than five (5) business days after the request, make available for review policies, procedures, practices, and documentation related to the protection of OPWDD Data, including but not limited to that related to information security governance, network security, risk and compliance management, policies and procedures, personnel security background screening/checks and vetting procedures, secure systems/software development protocols, change/release management, testing, quality assurance, vulnerability management, sanitization / secure disposal, and documentation.

The Contractor may be asked to provide a recent independent audit report on security controls prior to formal awarding of any Contract resulting from this Contract, or at any time during the Contract term.

Certain subcontractors have engaged a third party (the “Service Provider”) to (i) apply procedures based upon a version of the Shared Assessments Program Agreed Upon Procedures with respect to certain subcontractor’s information technology controls and to prepare a report with respect thereto (the “Shared Assessments Report”), and (ii) conduct an examination in accordance with AT Section 101 of the Statement on Standards for Attestation Engagements to report on controls at a Service Organization relevant to security and availability, established by the American Institute of Certified Public Accountants (AICPA) (“AICPA Standards”) and, subject to AICPA Standards, prepare a Type 2 service organization controls report with respect thereto (the “SOC 2 Report”). Upon written request, such applicable subcontractors shall promptly provide OPWDD with one copy of (i) the Shared Assessments Report, provided OPWDD executes any documentation required by the Service Provider to become a specified user thereof, (ii) the SOC 2 Report, or (iii) a report prepared by a third party that is designed to provide similar information as such reports. OPWDD shall not disclose such reports, or refer to such reports in any communication, to any person or entity other than OPWDD, unless otherwise required by law. In the event OPWDD has any questions regarding such reports, subcontractors shall make appropriate personnel reasonably available to discuss the contents thereof.

OPWDD shall have the right to send its officers, employees, or contracted vendors working on behalf of OPWDD to inspect the Contractor’s facilities and operations used to provide Contract services. Based on such inspection, OPWDD may require the Contractor to implement corrective measures where the Contractor is found to be noncompliant with Contract provisions.

19. SEVERABILITY

If one or more of the provisions of the Contract shall, for any reason, be declared unenforceable by a court of competent jurisdiction under the laws or regulations in force, such provision(s) shall have no effect on the validity of the remainder of the Contract, which shall then be construed as if such unenforceable provision(s) was never contained in the Contract.

20. PIGGYBACKING

The Contractor acknowledges and agrees that pursuant to State Finance Law § 163(10)(e) the New York State Office of General Services may authorize and approve purchases from contracts let by the Contractor to other New York State agencies, the United States Government, or any other state, with the concurrence of the Office of the New York State Comptroller and under appropriate circumstances.

21. DELIVERABLE ACCEPTANCE

Completed work products and services (“Deliverables”) will be delivered to the designated approver who has been authorized by OPWDD to accept deliverables. Deliverables must meet contract requirements. The approver will accept or reject the Deliverable within twenty-one (21) business days of the receipt of the Contractor’s notification of completion. If the approver rejects a work product or service, the cause for rejection and all defects to be addressed will be documented by New York State and provided to the Contractor, and the Contractor will correct all identified

RFP OPD-2026-27 10 OPWDD CASCANS Functional Needs Assessment Services http://www.its.ny.gov/tables/technologypolicyindex.htm/security https://its.ny.gov/eiso/policies/security deficiencies and resubmit the Deliverable for acceptance within fifteen (15) business days. When resubmitted after rejection, the approver will accept or reject the work product or service within fifteen (15) business days. The number of resubmissions shall be limited to two (2), after which time the issue shall be subject to the Dispute Resolution Section 5 for further determination. To the extent that any Deliverables are or have been approved by the State pursuant to the terms hereof at any stage of the Contractor’s performance under the Contract, the Contractor shall be entitled to rely on such approval for purposes of all subsequent stages of the Contractor’s performance under the Contract. However, if both parties mutually agree on a deviation from the project schedule, such a deviation from original schedule is permissible within the scope of work and/or due to regulatory changes.

22. CHANGE REQUEST

At any time during the term of this Contract, OPWDD may make changes, subtractions, or additions to any of the Equipment, Software, Documentation, Services, and/or other Deliverables within the general scope of work set forth in the Contract, consistent with pricing established under the terms of this agreement. All such changes shall be executed by both Parties and shall otherwise be in accordance with the terms and conditions of this Contract. If any such change causes an increase or decrease in pricing, or the time required for the performance of the Contract, an equitable adjustment of the Contract amount and/or time of performance will be made on mutual agreement of the Parties, subject to the approval of the Office of the State Comptroller and any applicable control agency, if required.

23. NOTICES

23.1. All notices permitted or required hereunder shall be in writing and shall be transmitted by one of the following methods:

• certified or registered United States mail, return receipt requested;

• facsimile transmission;

• personal delivery;

• expedited delivery service, or

• email.

Such notices shall be addressed as follows or to such different addresses as the Parties may from time to time designate:

State of New York, Office for People With Developmental Disabilities (OPWDD) Name: Marc Kleinhenz Title: Director of Contracts and Grants Address: 44 Holland Ave., Albany, NY 12229 Telephone Number: (518) 474-7719 Email Address: Marc.L.Kleinhenz@opwdd.ny.gov

Contractor Name Contractor Contact Title Vendor Address City, State, Zip Telephone Number: (000) 000-0000 Email Address:

23.2. Any such notice shall be deemed to have been given either at the time of personal delivery or, in the case of expedited delivery service or certified or registered United States mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of facsimile transmission or email, upon receipt.

23.3. The Parties may, from time to time, specify any new or different address in the United States as their address for purpose of receiving notice under this Agreement by giving fifteen (15) days written notice to the other party sent in accordance herewith. The parties agree to mutually designate individuals as their respective representatives for the purposes of receiving notices under this Agreement. Additional individuals may be designated in writing by the parties for purposes of implementation and administration / billing, resolving issues and problems and/or for dispute resolution.

RFP OPD-2026-27 11 OPWDD CASCANS Functional Needs Assessment Services

24. NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE

OPWDD conducts a review of prospective Contractors and subcontractors with anticipated expenditures of $100,000 or more to provide reasonable assurances that the Contractor is responsible. A For-Profit Business Entity Questionnaire (hereinafter “Questionnaire”) is used for non-construction contracts and is designed to provide information to assess a contractor’s responsibility to conduct business with OPWDD based upon financial and organizational capacity, legal authority, business integrity, and past performance history. By signing this Contract, the Contractor agrees to complete the Questionnaire fully and accurately. The Contractor acknowledges that OPWDD’s execution of the Contract will be contingent upon OPWDD’s determination that the Contractor is responsible and that OPWDD will be relying upon the Contractor’s responses to the Questionnaire, in addition to all other information OPWDD may obtain from other sources, when making its responsibility determination.

OPWDD recommends that each contractor file the required Questionnaire online via the New York State VendRep System. To enroll in and use the VendRep System, the Contractor should refer to the VendRep System Instructions and User Support for Vendors available on the Office of the State Comptroller (OSC) website at https://onlineservices.osc.state.ny.us/Enrollment/login?0. To enroll, go directly to the VendRep System at https://onlineservices.osc.state.ny.us/Enrollment/register?1. The Contractor must update its Questionnaire within ten

(10) business days of such request by the State.

25. OFFSHORE RESTRICTIONS

Confidential Information accessed by or provided to the Contractor while performing services for OPWDD must not be stored or accessed outside of the continental United States.

26. CRIMINAL JUSTICE INFORMATION SERVICES (CJIS)

If the Contractor, its employees, agents, or subcontractors shall have access to criminal justice / forensic information (including criminal history record information or other sensitive criminal justice information), as defined by the Federal Bureau of Investigation Criminal Justice Information Services (CJIS) Security Policy (accessed through the link below), on NYS systems or media, the Contractor, its employees, agents, or subcontractors must comply with the requirements of the CJIS Security Policy available at https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center.

27. FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT

In accordance with the provisions of the Family Educational Rights and Privacy Act (“FERPA”), in order for the School to share information about the student from the student’s educational records, the Contractor, its employees, agents, or subcontractors must agree not to disclose the information to a third party without the student’s consent, and to use the information only for the purposes for which it was disclosed. The Contractor, its employees, agents, or subcontractors acknowledges that for the purposes of this Contract it will be designated as a “school official” with “legitimate educational interests” in the University’s Education records, as those terms have been defined under FERPA and its implementing regulations, and the Contractor, its employees, agents, or subcontractors agrees to abide by the limitations and requirements imposed on school officials. The Contractor, its employees, agents, or subcontractors will use the Education Records only for the purpose of fulfilling its duties under the Contract, and will not share such data with or disclose it to any third party except as provided for in this Contract, required by law, or authorized in writing by the School.

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RFP OPD-2026-27 12 OPWDD CASCANS Functional Needs Assessment Services https://onlineservices.osc.state.ny.us/Enrollment/login?0 https://onlineservices.osc.state.ny.us/Enrollment/register?1 https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center

APPENDIX A

STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS

June 2023

The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, “the contract” or “this contract”) agree to be bound by the following clauses, which are hereby made a part of the contract (the word “Contractor” herein refers to any party other than the State, whether a contractor, licenser, licensee, lessor, lessee or any other party):

1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State shall have no liability under this contract to the…