RFR Attachment 1 - Form of MSA Readability and Translation.docx
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- Solicitation number
- BD-25-1175-1175C-1175L-127564
- Issued by
- Massachusetts
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Master Services Agreement for Readability and Translation Services
This Master Services Agreement (MSA) is a form contract between the Commonwealth Health Insurance Connector Authority (Health Connector), a Massachusetts state authority, and a selected vendor to provide readability and translation services supporting the Health Connector Program. The services encompass a comprehensive range of written translation activities including document translation, social media content, graphic design, website content, and marketing materials in multiple languages. The contractor must deliver accessible materials in compliance with accessibility standards, conduct readability and usability reviews, perform document remediation services, manage a document repository with version control, and provide field testing to ensure cultural relevance. The agreement requires the contractor to support the Health Connector's annual Open Enrollment period (November 1 through December 31) with increased staffing and service capacity during peak demand periods. The MSA is effective upon execution and extends through June 30, 2030, with optional extensions available through June 30, 2034, subject to satisfactory performance and Center for Medicare & Medicaid Services approval. Key implementation milestones include submission of readiness work plans within fifteen business days of the effective date, designation of key personnel within thirty days, and achievement of operational readiness by a date to be mutually agreed upon during the transition period from the current vendor, anticipated to be approximately thirty days in duration.
The pricing is all-inclusive and fixed during the initial agreement term as set forth in Attachment 7, with no advance payments permitted and invoices due within thirty business days of month-end services. The contractor is responsible for all incidental and overhead expenses including management, administration, facilities, systems, travel, document reproduction, and equipment. Payment is adjusted monthly based on the contractor's performance against established Service Level Agreements (SLAs) with corresponding SLA credits applied to invoices for non-compliance. The Health Connector retains all ownership rights to data, systems, information, and intellectual property developed during the agreement term, and the contractor must maintain confidentiality of personally identifiable information and protected health information in accordance with HIPAA, Massachusetts General Law Chapter 66A, and other applicable privacy and security regulations. The contractor must maintain adequate financial resources and stability throughout the term, provide annual audits and compliance certifications, establish a Continuity of Operations Plan, and maintain all Health Connector data exclusively within the United States with restricted offshore work requirements. The agreement requires dedicated key personnel including a Program/Account/Relationship Manager and a full-time Project Manager, with executive leadership positioned to appear in Boston within forty-eight hours for urgent meetings, and remote workforce management experience is mandatory for all key personnel.
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Form of Master Services Agreement by and between
THE COMMONWEALTH HEALTH INSURANCE CONNECTOR AUTHORITY
and
[INSERT VENDOR NAME]
FOR
READABILITY AND TRANSLATION SERVICES
This Master Services Agreement (the “MSA”) is by and between the Commonwealth Health Insurance Connector Authority (the Health Connector), an authority of the Commonwealth of Massachusetts with its headquarters located at 100 City Hall Plaza, 6th Floor, Boston, Massachusetts, 02108, and XXX (“XXX”), a [type of company] with its headquarters located at address (the “Contractor”) (each a “Party” and collectively the “Parties”). The entire agreement between the Parties (the “Agreement’) consists of the documents referenced in Attachment 1 hereto, “Order of Precedence of Documents Comprising the Agreement”, in the order set forth therein.
WHEREAS, the Health Connector is the state authority responsible for the administration of the Health Connector Program, pursuant to Massachusetts General Laws chapter 176Q, and other applicable laws and waivers, to facilitate Enrollment in and in certain instances pay for Enrollment in Plans for eligible individuals;
WHEREAS, the Health Connector desires to contract with an entity to provide Readability and Translation to the public to support the Health Connector Program;
WHEREAS, the Health Connector issued a Request for Responses (RFR) to the Contractor on April 2, 2026, to procure an agreement with an entity to perform such services on behalf of the Health Connector, and the Health Connector selected the Contractor to enter an agreement, based on Contractor's response to the RFR;
WHEREAS, the Parties wish to enter an agreement for the Contractor’s performance of Readability and Translation activities, under the terms and conditions set out in this Master Services Agreement (hereafter the “MSA”); and NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Contractor and the Health Connector agree as follows:
RFR ATTACHMENT 1 – Master Services Agreement
Table of Contents
| SECTION 1. DEFINED TERMS | 1 |
| SECTION 2. EFFECTIVE DATE AND ADMINISTRATIVE RESPONSIBILITIES | 1 |
| 2.1 Effective Date | 1 |
| 2.2 Administrative Responsibilities | 1 |
| SECTION 3. CONTRACTOR RESPONSIBILITIES | 5 |
| 3.1 Contractor Responsibilities | 5 |
3.2 Facilities…………………………………………………………………………………………………… ………..……….…..7
3.3 Organizational Structure, Staffing, and Training 8
SECTION 4. TECHNOLOGY AND INFRASTRUCTURE……………………………………………….……………………………11
4.1 General…………………………………………………………………………………………………………………………..11
4.2 Technology Operations and Maintenance……………..……………………………………….………………11
4.3 Infrastructure …………………………………………….…………………………………………….…….……………..11
4.4 Contractor Technology…………………………………………………………………..……….……….……..……..12
4.5 Readability and Translation Service Operations…………………………………………..…………….…. 12
| 4.6 Reporting | 13 |
| 4.7 Quality Improvement and Assurance | 14 |
| 4.8 Readiness – Implementation Activities and Transition from Current Vendor | 15 |
| 4.9 Transition and Turnover Plan at Expiration, Termination, or Non-Renewal of Agreement | 18 |
| SECTION 5. [RESERVED] | 20 |
| SECTION 6. INTERNAL CONTROLS AND PROGRAM INTEGRITY – AUDIT SUPPORT AND FRAUD AND ABUSE PROTOCOLS………………………. | 20 |
| 6.1 | Operational Audits……………………….…………………………………………..……….…………………………..21 |
6.2 Security Audits………………………………………………..………….……………………….…………………………21
6.3 General Security Obligations……………………………………………………………………………… ………..21
| 6.4 Contract Management | .23 | |
| 6.5 Financial Stability | 24 | |
| 6.6 Continuity of Operations Plan (COOP) | 24 | |
| SECTION 7. HEALTH CONNECTOR RESPONSIBILITIES | 26 | |
| 7.1 Administration | 26 | |
| SECTION 8. PAYMENT | 27 | |
| 8.1 | General Payment Provisions | 27 |
| 8.2 | Pricing | 27 |
| 8.3 | Additional Authorized Charges | 28 |
| 8.4 | Reporting and Recordkeeping | 28 |
| 8.5 | Disputed Charges | 28 |
| 8.6 | Invoices and Payments | 28 |
| 8.7 | Invoice Submission | 29 |
| 8.8 | Performance Standards | 29 |
| 8.9 | Severity Levels | 30 |
| SECTION 9. ADDITIONAL AGREEMENT TERMS AND CONDITIONS | 30 | |
| 9.1 | Agreement Term | 30 |
| 9.2 | Agreement Officers | 30 |
| 9.3 | Program Modifications and New Initiatives | 30 |
| 9.4 | Intellectual Property Rights, Publications Regarding or Derived from this Agreement, Use and Ownership of Data and Software | 31 |
| 9.5 | No Third-Party Enforcement | 31 |
| 9.6 | Effect of Invalidity of Clauses | 31 |
| 9.7 | Authorizations | 31 |
| 9.8 | Prohibited Activities and Conflict of Interest | 32 |
| 9.9 | Compliance with Laws | 32 |
| 9.10 | Administrative Procedures Not Covered | 33 |
| 9.11 | Agreement Compliance | 33 |
| 9.12 | Internal Quality Controls | 34 |
| 9.13 | Use and Ownership of Data and Software | 34 |
| 9.14 | Leases and Licensing of Software | 35 |
| 9.15 | Ownership of Furnishings and Equipment | 36 |
| 9.16 | Prohibition Against Discrimination | 36 |
| 9.17 | Public Communications Protocol | 36 |
| 9.18 | Interpretation | 36 |
| 9.19 | Confidentiality | 36 |
| 9.20 | Written Notices | 37 |
| 9.21 | Termination | 38 |
| 9.22 | Fraud | 38 |
| 9.23 | Restrictions of Use of the Commonwealth Seal | 39 |
9.24 Regulatory References………………………………………………………………………………….… …………..39
9.25 Amendment……………………………………………………………………………………………….…………………..39
9.26 Interpretation…………………………………………………………………………………………….…………………..39
| SECTION 10. Attachments | 39 | |
| 10.1 | Attachments | 39 |
Attachments and Exhibits……………………………………………………………………………………….……………………..41
DEFINed terms Terms, when capitalized in this MSA, will have the meaning stated in this MSA and in Attachment 9 hereto, “Defined Terms” unless the context clearly indicates otherwise. Where such definitions conflict, those set forth in Attachment 9 hereto shall prevail.
EFFECTIVE DATE AND ADMINISTRATIVE RESPONSIBILITIES
Effective Date The Effective Date of this MSA shall be the date on which it is executed by both Parties. Contractor and its subcontractors shall not be permitted to begin performing any Services prior to the Effective Date.
Administrative Responsibilities The Contractor shall perform all administrative responsibilities defined in this Agreement as of the Effective Date.
The Contractor shall fulfill its obligations under this Agreement, including meeting staffing needs necessary to support those obligations, regardless of demands imposed on it by its new or existing business, and shall ensure that its servicing of its existing and new customers does not disrupt the Health Connector’s business or render the Contractor incapable of meeting its obligations hereunder.
2.2.1 Resource Dedication
Contractor acknowledges and understands the level of effort necessary to provide the services required of the Contractor under this Agreement (the “Services”) and agrees that it will dedicate the resources necessary to complete the work regardless of the existence of new projects and business which Contractor may initiate during the Term of the Agreement.
2.2.2 Agreement Officers
The Health Connector’s designated Agreement Officer, KimMarie Mercure, Deputy Chief Operating Officer for Customer Service and Contracts, or her designee, shall be authorized and empowered to represent the Health Connector with respect to all matters relating to the Agreement except Agreement signature. Such designation may be changed during the period of the Agreement only by written notice. The Contractor designates [insert name], its [insert title], as its Agreement Officer. The designee shall be authorized and empowered to represent the Contractor with respect to all matters relating to the Agreement. Such designation may be changed during the period of the Agreement only by written notice.
2.2.3 Cooperation
Throughout this engagement, the Contractor will work in cooperation with the Health Connector, its other third-party contractors, and sister agencies by engaging in open discussion and exchange of information to support this Health Connector initiative, including implementation, process development and other critical business activities such as communications, stakeholder engagement, and training. In connection with such communication, the Contractor may be required by one of the Health Connector’s other contractors to execute a nondisclosure agreement.
The Contractor will provide management and operations personnel to participate in initial, recurring and ad hoc meetings with the Health Connector, its partners and suppliers and Customers, as necessary to support the Readability and Translation Services business activities and ongoing operations.
2.2.4 Smooth Transition
The Contractor must provide a smooth and stable transition from startup to ongoing operations for each phase of the project that does not disrupt the Customer experience, by completing all process development and startup processes in compliance with the requirements for Readability and Translation Services defined in this Agreement.
2.2.5 Effect of Open Enrollment
The Contractor must prepare for the Health Connector’s annual Open Enrollment period that begins each year on November 1 and ends on or about December 31. Leading up to and during this period, the need for Contractor Services increases compared to Closed Enrollment months. Notice volumes during both Open and Closed Enrollment periods are included in Exhibit B hereto, “Reference Materials”. The Contractor must provide the staff required to support this increase in activity, securing the requisite number of resources while maintaining appropriate service levels and quality.
| 2.2.6 | Contractor Technology: The Contractor will bring its own suite of technology, including without limitation a system or systems through which it will successfully ingest current documents into the Contractor’s systems (e.g. a document library for translated materials with version control, a CRM and an email system). |
| 2.2.6.1 | Incident Management |
The Contractor must:
| 2.2.6.1.1 | Identify, track, and report any incident impacting the Contractor’s ability to perform its duties, including without limitation system issues, disasters, process breakdowns, Security Incidents, and staff incidents. |
| 2.2.6.1.2 | Log incidents so that they can be monitored and reported as defined in the SLAs set forth in Exhibit C hereto, “Key Performance Indicators and Service Level Agreements”. |
| 2.2.6.1.3 | Make its incident management and tracking information available to designated members of the Health Connector team. |
| 2.2.7 | Performance Failures |
The Health Connector will review and determine at its sole discretion Contractor failures to perform its obligations under this Agreement, including meeting any applicable performance requirements set forth in the MSA. No Contractor failure to perform will occur to the extent that the Health Connector, either itself or through its third party contractors or other agents materially fails to timely and adequately perform the explicit terms of the section of such MSA entitled “Health Connector Responsibilities” (a “Health Connector Event”), and such Health Connector Event is the only causes of Contractor’s failure to perform. For purposes of this section, “applicable performance requirements” shall mean only those Contractor performance requirements described in this Agreement causally related to the Health Connector Event. This section shall not apply unless Contractor shall: (a) give the Health Connector written notice within two (2) operating hours of becoming aware of the Health Connector Event resulting in such performance failure by Contractor; (b) use its reasonable efforts to continue to perform despite the Health Connector Event; and (c) use its reasonable efforts to mitigate the adverse consequences of the Health Connector Event.
The foregoing paragraph shall not apply where the Health Connector Event is caused in whole or in part by (a) a Force Majeure event as described in Section 25 of Attachment 6 hereto, “Health Connector Modified Terms and Conditions”; or (b) Contractor’s failure to timely and completely perform an act or deliver information, a Deliverable or a Project Work to the Health Connector that is a requisite to the Health Connector’s performance of the Health Connector Obligation that is the subject of the Health Connector Event.
| 2.2.8 | Fundamental Assumptions and Dependencies |
| 2.2.8.1 | The Health Connector shall retain responsibility for determining whether the Contractor’s Services meet the Health Connector’s legal, regulatory, and contractual requirements. |
| 2.2.8.2 | Each Party will obtain the consents necessary from its own Third-Party Vendors to allow the other Party to access third party tools, data, software, assets that are necessary to provide and receive the Services. |
| 2.2.8.3 | The Health Connector shall retain responsibility for directing Contractor to implement and fund updates to the Contractor owned Technology in response to substantial changes in law. Enhancements, modifications, and changes to such technology in response to such requirements shall be subject to change control and, in the case of Contractor owned Technology, the Change Order process. Changes to Contractor-owned Technology necessitated by routine or regular business event changes, such as yearly Open Enrollment, will be the financial and operational responsibility of the Contractor. |
| 2.2.8.4 | Where necessary for the other Party’s performance of the Services, any Party providing third party vendor software, services or equipment shall pass through or assign to the other Party the rights the providing Party obtains from such vendors and/or licensors of such products and services (including any warranty and indemnification rights), all to the extent that such rights are assignable. |
| 2.2.8.5 | Contractor assumes that its personnel providing the services (“Personnel”) shall not be required to conduct the sale, solicitation and/or negotiation of insurance, not provide insurance-related advice or counseling, and that none of its Personnel shall be required to hold any professional licenses. |
| 2.2.8.6 | The Health Connector shall be responsible for its contractual relationship with the Health Connector Third Party Vendors. |
| 2.2.8.7 | The Contractor warrants to the Health Connector that: |
a. the work will be rendered with promptness and diligence and will be executed in a workmanlike manner, in accordance with the practices and professional standards used in well-managed operations performing services similar to the work provided under this agreement; and
b. the work will be performed in the most cost-effective manner consistent with the required level of quality and performance.
2.2.8.8 The Contractor warrants that each Deliverable and the Services will conform to the requirements of this Agreement and all applicable specifications and documentation. The foregoing warranty shall commence upon the Health Connector’s acceptance of such Deliverable and Service and shall continue for period of one (1) year following acceptance. In the event any Deliverable or Service does not conform to the foregoing warranty, Contract shall promptly correct all nonconformities to the satisfaction of the Health Connector.
2.2.8.9 All Services and Deliverables are subject to acceptance by the Health Connector. The Health Connector may reject any Services or Deliverables that:
a. fail to meet applicable requirements or specifications, including the requirements;
b. are not warranted; or
c. are performed or delivered late (without prior consent of the Health Connector).
If the Health Connector rejects a Service or Deliverable (other than for late performance or delivery), Contractor shall modify such rejected Service or Deliverable at no expense to the Health Connector to correct the relevant deficiencies and shall redeliver such Service or Deliverable to the Health Connector within five (5) Business Days after the Health Connector’s rejection, unless otherwise agreed in writing by the Health Connector. Thereafter, the parties shall repeat the process set forth in this Section 2.2.8.9 until the Health Connector accepts such corrected Service or Deliverable.
The Health Connector may terminate the portion of the work that relates to a rejected Service or Deliverable at no expense to the Health Connector if the Health Connector rejects that Service or Deliverable (i) for late performance or delivery, or (ii) on at least two (2) occasions for other deficiencies.
2.2.8.10 If the Health Connector rejects the work provided, the Health Connector’s Contract Manager shall submit to the Contractor a written rejection, describing in detail the failure of the work as measured against the requirements.
a. If the Health Connector rejects the work, Contractor shall have a period of five (5) business days from receipt of the notice of rejection to correct the stated failure(s) to conform to the requirements.
b. If the Health Connector’s Contract Manager requests further change, Contractor shall meet with the Health Connector’s Contract manager within two (2) Business Days of such request, to discuss changes for the final submission of the work. Contract shall provide the work within three (3) Business Days after this meeting, unless another time frame is agreed upon in writing by the parties.
2.2.9 Deliverable Audit
The Health Connector reserves the right to audit the Deliverables for both quality, accuracy and timeliness.
All work delivered under this Agreement must be agreed upon in advance in writing by the Health Connector.
2.2.10 Project Change Orders
If a Party discovers that such Fundamental Assumptions and Dependencies are inaccurate or incomplete in any significant material respect, the Parties shall use the Change Order process specified in Section 22 of Attachment 6 hereto, “Health Connector Modified Terms and Conditions”, and the Health Connector shall at its option determine if a Change Order is warranted.
Should changes in scope or any other project element be required, the Contractor representative requesting a change in scope will provide a written request to the Health Connector Agreement Officer or their designee, and the Health Connector Agreement Officer will provide a written request to the Contractor’s representative, in the form of a Change Request. The Parties will jointly determine whether the change impacts the schedule. The Parties can mutually agree to the change through a written Change Order or, where the change will amend the terms of the Agreement, through a written amendment to the MSA, which must be approved in writing by the Health Connector and an authorized representative of the Contractor.
If applicable, prices estimated by the Contractor’s representative must be agreed upon and approved in writing by both the Contractor and the Health Connector prior to any actual change implementation.
The Change Order process must align with Section 22 of Attachment 6, “Health Connector’s Modified Terms and Conditions”, “Health Connector Option to Modify Scope of Work; Change Orders”.
SECTION 3. CONTRACTOR RESPONSiBILITIES
3.1 Contractor Responsibilities
3.1.1 Business Operations
The Contractor will be responsible for managing and maintaining all staff and processes developed to support readability, translation, and remediation, including processes performed by the Contractor only and cross-functional processes shared with other Health Connector contractors.
The Contractor must support ongoing operations in accordance with the business requirements set forth in Exhibit C hereto, “Key Performance Indicators and Service Level Agreements”. Typical tasks may include, but are not limited to:
a. providing a complete range of written translation services, including but not limited to documents, social media, graphic design, literature, website content, marketing materials, and any other written translation services as requested;
b. delivering accessible materials in conformance with Attachment H hereto, “Accessibility”, including features, formatting, and validation/testing of complete language translations, including ensuring the application of accessibility standards, and compliance and accessibility features and formatting;
c. reviewing, editing, and proofreading for previously translated documents;
d. utilizing culturally and linguistically appropriate terminology and content, including appropriate regional dialect and idiomatic differences;
e. receiving source language documents electronically;
f. tracking deliverables, including but not limited to date request received, turnaround time, type of request, hours worked and cost;
g. delivering translated materials that have accurate content, correct spelling, correct grammar, correct language structure, and are culturally and linguistically appropriate;
h. providing materials that are visually pleasing to capture the attention of the intended audience, consistent with the Health Connector style guide (for marketing materials);
i. creating and managing a document repository including a version control system;
j. managing last-minute rush orders;
k. providing document Remediation services for reports and other documents as required;
l. providing Readability and Usability Review to ensure translations are at the appropriate reading level, and include culturally appropriate terminology and content;
m. using universally acceptable software compatible with source documents or in a format approved by the Health Connector. Such formats include but are not limited to: Microsoft Office (Word, Excel, PowerPoint, Publisher), Adobe Acrobat (read, amend, and create), Adobe InDesign and Illustrator;
n. ensuring quality of translated materials using proofreader or editor or peer review;
o. maintaining a library of translated materials, including a version control system;
p. generating reports per business requirements;
q. reviewing materials for Readability and Usability Review, taking into consideration the educational level of the target audience;
r. providing document remediation services, as well as document design in line with the Health Connector’s brand and style guides;
s. usability testing;
t. Field Testing to identify potential issues, ensure materials are culturally relevant, improve usability, and ensure compliance;
u. providing written overview of Field Testing findings;
v. should the Health Connector exercise the Live Interpretation Scope contingency,
w. reviewing previously translated documents into braille;
x. forging positive Customer interactions with the Health Connector by ensuring that the points of interaction and the supporting processes are seamless, technology-integrated, and efficient;
y. adjusting services in collaboration with the Health Connector to be responsive to changing Health Connector needs and initiatives;
z. hiring, training, and retaining all necessary staff as part of a nimble and scalable operation that can accommodate fluctuations in demand, including for an annual Open Enrollment period;
aa. fostering excellence, efficiency, and cost-effectiveness in all processes, including applying continuous quality improvement practices to and incorporating Health Connector feedback into services;
ab. ensuring visibility into Contractor operations through the provision of user-friendly reporting tools;
ac. acting as a proactive, collaborative, resourceful partner to the Health Connector, through recommending best practices and learnings from other clients, and facilitating consistent communication; and
ad. ensuring all personal information, personal data, and/or protected health information is maintained securely in accordance with applicable rules, regulations, and the terms of the Agreement, in particular the “Technical Standards” set forth in Attachment 2 hereto, and the Data Management and Confidentiality Agreement attached hereto as Attachment 3, “Data Management and Confidentiality Agreement”.
The detailed requirements for this scope of work are contained in the following Attachments and Exhibits hereto: Attachment 2 - “Technical Standards”, Attachment 4 - “Requirements”, Attachment 5 - “Reports”, Exhibit C - “Key Performance Indicators and Service Levels”, Exhibit E - “Accessibility”, Exhibit F - “Contract Management Portal”, Exhibit G - “Calendar of Business Events”, and Exhibit I - “Current Process Flows”.
| 3.2 | Facilities | |
| 3.2.1 | Location | |
| 3.2.1.1 | All offshore resources must work and be available during normal business hours, Eastern Time zone. | |
| 3.2.1.2 | The Contractor’s executive account leadership, including its Account Manager and Project Manager, must be geographically located such that they can appear in Boston at the Health Connector’s offices for urgent face-to-face meetings with forty-eight (48) hours’ notice. | |
| 3.2.1.3 | The Contractor must store all Health Connector Data in any form whatsoever in the United States. |
Offshore Work Requirements The Parties will negotiate the terms of offshore work requirements, which will include, at a minimum, the requirements that offshore resources:
a) not download Health Connector data;
b) access Health Connector systems only via VPN; and
c) be available during normal business hours, Eastern time zone.
3.2.2 Remote Work Requirements
| 3.2.2.1 | The Contractor must have the same management team in place for both transition and ongoing operations. That team must have proficiency and proven experience in managing remotely successfully. Remote expertise and experience includes, but is not limited to, sourcing, hiring, provisioning of equipment and system access, training, ongoing management and oversight, monitoring and maintenance of productivity and quality standards, and meeting or exceeding all SLAs. |
| 3.2.2.2 | Preference for Massachusetts-based residency should be given to remote work force candidates, but it is not required. |
3.2.2.3 The Contractor must adhere to Exhibit K hereto, “Remote Work Requirements”.
3.2.2.4 The Contractor shall ensure that any office space, telephony system, and computer equipment and networks, sufficient Wi-Fi internet connection, and other facility requirements Health Connector deems necessary to support the performance of the Agreement, are in a location conducive to meeting system interface requirements specified by EOTSS and fully functioning no later than June 1, 2026.
3.2.3 Facility Features
The Contractor shall ensure that in the Contractor's principal place of business, any facilities used by the Contractor and its subcontractors in the performance of this Agreement, meet health care industry standards as well as any more stringent standards required under this Agreement, comply with the Americans with Disabilities Act, and are covered by the appropriate insurance.
3.3 Organizational Structure, Staffing and Training
3.3.1 Organizational Structure and Staffing
The Contractor shall maintain an organizational structure that supports and enables each of the functions detailed in this Agreement.
3.3.1.1 Personnel
Throughout the Term of the Agreement, the Contractor must:
| 3.3.1.1.1 | Maintain and provide to the Health Connector annual organizational charts that depict all functions and reporting relationships of staff supporting the Health Connector account, including without limitation subcontractors and shared resources. |
| 3.3.1.1.2 | Provide the Health Connector with proof that all personnel, including employees, contractors, and subcontractors supporting the MSA have been adequately trained in HIPAA and other legal requirements regarding data privacy and security referenced in Attachment 2 hereto, “Technical Standards”, and in Attachment 3 hereto, “Data Management and Confidentiality Agreement”. |
| 3.3.1.1.3 | Maintain Health Connector specific updated internal protocols, training and training materials related to the Health Connector account and provide access to the Health Connector as requested. |
| 3.3.1.1.4 | Ensure that all Contractor personnel are either fully-benefitted employees of the Contractor or independent contractors of the Contractor. Whether employees or independent contractors, each such individual has entered into a written agreement with the Contractor validly assigning to the Contractor all intellectual property rights in Materials (as defined below in Section 9.4) arising from performance of the Services. Such agreement may be in the form of Attachment 16 hereto, “Intellectual Property and Work Effort Agreement for Contractor’s Employees, Consultants, and Agents” (the “IPAWE” form), or in a form customarily used by Contractor that, based on a review by the Health Connector, provides the same level of protection to the Health Connector as the IPAWE Form. |
3.3.2 Key Personnel
The Contractor shall propose to Health Connector for approval positions and associated individuals on staff designated as Key Personnel. The Contractor’s personnel is set forth in Attachment 17 hereto, “Key Personnel and Organizational Chart”.
| 3.3.2.1 | The Contractor designates as Key Personnel the individuals identified in Attachment 17 hereto, “Key Personnel and Organizational Chart” with an asterisk. This Attachment can be modified by the Parties from time to time through a Change Request and without an Amendment to this Agreement, subject to written approval by the Health Connector. |
| 3.3.2.2 | Contractor shall assign all Key Personnel of the foregoing personnel to this engagement on the time basis set forth in Section 3.3.2.8. In the event that a change is necessary, the Contractor Agreement Officer will provide prompt written notice to the Health Connector’s Agreement Officer of the proposed change. If the personnel change is a result of a non-emergency, the Agreement Officer of Contractor shall provide the Health Connector Agreement Officer two (2) week written notice. For personnel changes that result from an emergency, the Contractor Agreement Officer shall provide prompt written notice to the Health Connector Agreement Officer. The Health Connector Agreement Officer has the right to accept or reject all personnel. |
| 3.3.2.3 | Contractor’s personnel must comply with the Commonwealth’s Executive Office of Technology and Security Services relevant Policies, Standards and Guidance, available online at https://www.mass.gov/handbook/enterprise-information-security-policies-and-standards. |
3.3.2.4 Key Personnel will include personnel critical to ensuring that operations are successful, Agreement requirements are fulfilled, performance metrics are met, and customer service standards are adhered to.
3.3.2.5 The Contractor will provide, at a minimum, the following Key Personnel: (1) Program/Account/ Relationship Manager and (2) Project Manager.
| 3.3.2.6 | All Key Personnel must have demonstrated proficiency and experience in managing a remote workforce. The Contractor must agree to adhere to the requirements set forth in Exhibit K hereto, “Remote Work Requirements”. |
| 3.3.2.7 | The Contractor shall have all Key Personnel approved by Health Connector and dedicated to the Agreement no later than sixty (60) calendar days after the Effective Date, or other such date as agreed to in writing by the Health Connector. |
Key Personnel Program/Account/Relationship Manager/Agreement Officer (Part time) Responsible for maintaining the day-to-day relationship with the Health Connector. This individual will serve as the interface between the Health Connector organization, Health Connector Third Party Vendors and Health Connector partners, the Contractor, and the Contractor’s partners. They will have a deep understanding of the Health Connector’s business model and its goals. They will ensure that all SLAs, performance, and reporting expectations are fulfilled. They will facilitate communication, remediation, and required meetings including monthly program and quarterly business reviews.
This person has overall responsibility for the Agreement with the authority to make all decisions necessary to meet Health Connector demands. This individual will have the responsibility for financial and administrative management of the relationship, including people, process, and technology, ultimately delivering the terms and conditions of the Agreement.
Project Manager (Full time) Responsible for the overall project management activities through all phases of the engagement: implementation, transition and Phase II Ongoing Operations including, but not limited to, creating and maintaining project plans and other project artifacts, updating project plans on a weekly basis during Phase I, planning and executing project work, status reporting, risk management, financial reporting, project governance, and managing contractor project staff ensuing quality deliverables and projects’ on-time performance. Responsible for administering this Agreement, acting as an interface between the Health Connector Project Manager and all Contractor personnel participating in the engagement; and resolving resolution of all issues except those for which the Contractor Project Manager and the Health Connector Project manager jointly choose escalation.
3.3.2.8 The Contractor shall remove a candidate/employee from consideration in the event the Health Connector notifies the Contractor within ten (10) Business Days after receiving the résumé or completing any interview that the Health Connector does not approve the candidate.
3.3.2.9 The Contractor shall ensure that, for the duration of the Agreement, Key Personnel are assigned exclusively to perform their job functions related to this Agreement and not remove any Health Connector-approved Key Personnel from his or her assigned duties under the Agreement for any period of time without prior written Health Connector approval.
3.3.2.10 For each position designated as Key Personnel, and other positions upon Health Connector request, the Contractor shall identify the individual(s) who will serve as successor(s) to these Key Personnel positions in the event the Key Personnel position becomes vacant.
3.3.2.11 The Contractor shall conduct succession planning proactively for all Key Personnel.
3.3.2.12 The Contractor shall notify Health Connector of any and all Key Personnel turnovers immediately and in writing.
3.3.2.13 The Contractor shall retain qualified and competent employees as readability experts, translators, interpreters, supervisors, managers, and support staff (administrative, program, technical, and managerial) with appropriate supervision and training to carry out all Agreement requirements in a manner that is complete, accurate, and conducive to satisfying all obligations under this Agreement, in accordance with KPIs and SLAs and Health Connector guidelines and feedback.
3.3.2.14 The Contractor shall ensure staff reflect the cultural, linguistic, and demographic characteristics of the Member, Plan, Small Business, and relationship entity populations. The Contractor shall use all available resources to recruit and employ qualified staff that meet these requirements, and recruitment must be from multiple sources, including local market presence.
3.3.2.15 The Contractor shall fill any positions relevant to the performance of the obligations set forth in this Agreement that become vacant during the course of this Agreement in a manner that is conducive to satisfying all obligations under this Agreement.
3.3.2.16 The Contractor shall proactively project and anticipate potential fluctuations in demand that could impact any of the services provided under this Agreement and adjust technical, operational, and administrative staffing accordingly to mitigate any negative impact in services provided. The Contractor shall support the business' inherent demand variability by ensuring that the operation is flexible, scalable, and has the appropriate infrastructure, staffing, and support structures in place prior to and throughout the Term of the Agreement.
SECTION 4. TECHNOLOGY AND INFRATRUCTURE
4.1 General
The Contractor is expected to provide industry-standard technology and infrastructure, and the requirements set forth in Attachment 4, “Requirements”. All technology and infrastructure provided by the Contractor shall adhere to the requirements of Attachment 2 hereto, “Technical Standards”, as well as all standards set forth in Attachment 3 hereto, “Data Management and Confidentiality Agreement”. The Contractor and the Health Connector shall work together to clarify these requirements where necessary, and to develop additional requirements for the Contractor to implement as opportunities for improved functionality are requested, and as business changes dictate.
4.2 Technology Operations and Maintenance
4.2.1 Contractor Provided Technology
In addition to meeting the requirements of Attachment 2 hereto, “Technical Standards” and Attachment 4 hereto, “Requirements” the Contractor will be responsible, with respect to Contractor Technology used to support the Contractor’s obligations under the Agreement entered under this RFR and its Attachments and Exhibits, for managing, monitoring, and maintaining all items associated with its Readability and Translation Services- supporting applications, including without limitation, managing software development tools, code deployment automation, troubleshooting, and other tools that will be used to provide the Commonwealth with a quality service.
4.3 Infrastructure
The Contractor shall provide for all its staff, and bear all costs associated with providing, all the necessary equipment required for the staff to perform the Contractor’s obligations under this Agreement, including, but not limited to, laptops, telephones, screen readers, network connectivity, VPN accounts, certificates, licenses, other hardware, software, and tools.
4.3.1 The Contractor shall provide at all Contractor’s facilities conducting Health Connector business, all necessary hardware and software equipped to meet industry and Health Connector standards, including but not limited to workstation equipment such as laptop, second monitor, keyboard, mouse, headset, etc.
4.3.2 The Contractor shall use technology and infrastructure that satisfies requirements regarding reporting needs, network and data security standards, bandwidth needs, real-time tracking and monitoring of various activities, real-time access to query and export data, and data storage and retention requirements.
4.3.3 The Contractor shall ensure that Contractor Technology is available at all times during normal Business Hours and that the Contractor Technology’s application architecture supports system scalability, failover capability, and data redundancy to the satisfaction of the Health Connector.
4.4 Contractor Technology
The Health Connector expects the Contractor to provide all of the technology necessary for providing all Services under this Agreement.
The Contractor shall alert and seek approval from the Health Connector and Technology Vendor in advance of any planned maintenance or service interruptions. The Contractor shall notify the designated Health Connector staff within ten (10) minutes of any incident involving any outage or interruption of Contractor’s IT systems, where an outage or interruption shall be defined as an incident where the Contractor’s systems cannot perform in accordance with the requirements of this Agreement.
The Contractor shall comply with all HIPAA, EOTSS, Health Connector, and other national and local security laws, regulations, standards and policies set forth in Attachment 2 hereto, “Technology Standards” to ensure all Contractor communication under this Agreement, including but not limited to the requirements that calls, e-mails, and on-line chats with Customers, shall be stored using safeguards that will ensure the stored communications’ integrity, reliability, availability, and retrieve-ability in accordance with the Commonwealth’s Data Retention Policy.
The Contractor shall have a security policy for maintaining computer entry passwords for all staff. At a minimum, the Contractor’s policy shall meet Health Connector password standards and security policies and standards set forth in Attachment 2 hereto, “Technology Standards”.
Section 1.
Section 2.
Section 2.1 Section 2.2 Section 2.3 Section 2.4
4.5 Readability and Translation Services Operations
4.5.1 General
4.5.1.1 The Contractor shall maintain staffing, infrastructure, technology, and processes to handle all Services to satisfying all obligations under this Agreement.
4.5.1.2 The Contractor shall provide services to the Health Connector during normal Business Hours.
4.5.1.3 The Contractor shall comply with the requirements of the Americans with Disabilities Act of 1990 (ADA) and the regulations promulgated thereunder (including without limitation 28 CFR §35.130) and Section 504 of the Rehabilitation Act of 1973 (Section 504) (29 USC 794)), and with the accessibility Standards set forth in Attachment E hereto, “Accessibility”. Accordingly, the Contractor shall ensure that the information and services it provides under this Agreement are equally accessible to individuals with and without disabilities and shall have written policies and procedures to assure compliance. With respect to information and services the Contractor is required to provide under this Agreement, the Contractor shall, without derogation of its obligation to meet the above-referenced standards:
4.5.1.4 Contractor will provide translated documents in the same format as the source document or in a format approved by the Health Connector.
4.5.1.5 Contractor must perform the Services and deliver the Deliverables in a timely manner as required by the Health Connector.
| 4.5.2 | Policies |
| 4.5.2.1 | The Contractor shall abide by Health Connector privacy policy, state and federal privacy laws, Americans with Disability Act of 1990 requirements, and any additionally specified Health Connector policies or guidelines when communicating with Customers and conducting business. |
| 4.5.2.2 | The Contractor shall ensure all materials, communications, and displays subject to the Agreement, Contractor physical premises, and Contractor policies and procedures comply with the requirements of the Americans with Disabilities Act of 1990 (ADA) and the regulations promulgated thereunder (including without limitation 28 CFR §35.130) and Section 504 of the Rehabilitation Act of 1973 (Section 504) (29 USC §794)) and with Exhibit E hereto, “Accessibility”. The Contractor shall ensure that information and services provided under this Agreement are equally accessible to individuals with and without disabilities, including establishing a process for Customers to identify themselves as having a disability and request an accommodation for a disability and providing reasonable accommodations to ensure effective communication. The Contractor shall establish policies to comply with additional Health Connector guidance, where relevant, to maintain ADA compliance. |
4.6 Reporting
4.6.1 Reporting Tool
The Contractor shall create, maintain, and provide the Health Connector with real-time access to an electronic custom ad hoc report generator tool that enables Users to easily drag, drop, and filter data elements of interest and export results in Excel, CSV, and PDF formats from the Contractor systems.
4.6.2 Standard Reports
Attachment 5 hereto, “Reports”, describes reports that the Contractor shall produce and deliver to the Health Connector according to the designated frequency. This list of reports set forth in Attachment 5 does not include ad hoc report requests referenced in Section 4.6.3 below and elsewhere in Attachment 5.
4.6.2.1 The Contractor shall provide to the Health Connector standard reports as defined by the Health Connector electronically in Excel, CSV, and PDF formats, or any other format agreed upon by the Parties in writing, in Health Connector-specified timelines. Reports shall be able to be summarized on a daily, weekly, monthly, quarterly, annual, or other Health Connector-specified basis. Content shall include, but not be limited to, Contractor performance and activity, SLAs, Contractor staffing, payments, and escalations. The Contractor shall establish a process to add, modify, or terminate standard reports as requested by the Health Connector.
4.6.2.2 The Contractor shall design, propose to the Health Connector, and maintain executive level dashboards summarizing risks, issues, initiatives, and SLAs. Such dashboards will be available on a portal platform accessible to the Health Connector on a near real-time basis.
4.6.2.3 The Contractor shall report to the Health Connector issues that may delay or impact Contractor responsibilities and develop, propose, and implement CAPs subject to Health Connector approval.
4.6.3 Ad Hoc Reports
From time to time the Health Connector may request that the Contractor create ad hoc reports not described in this Agreement. Contractor acknowledges that the Health Connector’s reporting needs will change over time, and that the Contractor must meet the Health Connector’s reasonable reporting needs throughout the Term of the Agreement and any extensions thereof. Contractor will only charge the Health Connector for the creation of new ad hoc reports where creation of such reports requires system development, not listed in Attachment 4, “Requirements”, for the purpose of capturing data for such reports.
4.6.4 Reporting Policies
4.6.4.1 Using an electronic portal or equivalent means per Health Connector approval, the Contractor shall make specified reports available on Health Connector-specified timelines. The Contractor shall provide weekly reports by the end of the second (2nd) Business Day following the end of the week, monthly reports by the fifth (5th) Business Day following the end of the month, quarterly reports by the tenth (10th) Business Day following the end of the reporting period, annual operational reports for the calendar year by February 15th of the following year, and ad hoc reports as directed by the Health Connector.
4.6.4.2 The Contractor shall provide the Health Connector with access to all underlying data sources used to fulfill this Agreement in an acceptable format.
4.7 Quality Improvement and Assurance
4.7.1 The Contractor shall proactively identify relevant trends, emerging issues, best practices, and initiatives to be incorporated into Health Connector processes and present improvement opportunities to the Health Connector for finalization and approval.
4.7.2 The Contractor shall proactively share with the Health Connector best practices and lessons garnered from experience serving other comparable clients and research to inform daily operations, new initiatives, and other projects.
4.7.3 Subject to Health Connector approval, the Contractor shall implement innovative technologies, enhanced business processes, and initiatives or procedures to improve services provided under this Agreement. For example, the Contractor shall prioritize initiatives over the Term of the Agreement to automate processes, or provide enhanced levels of training to staff to minimize, over the duration of the Agreement, the number of issues escalated to the Health Connector for resolution.
4.7.4 The Contractor shall utilize the principles of Continuous Quality Improvement (CQI) in satisfying all obligations under this Agreement. The Contractor shall:
a. analyze data measuring the Contractor’s performance of its responsibilities under this Agreement;
b. recommend operational improvements;
c. train staff on implementing improvements;
d. make Health Connector aware of improvement efforts;
e. analyze and report on other metrics as part of Continuous Quality Improvement efforts as determined appropriate by Health Connector; and
f. identify and make the Health Connector aware of industry trends and opportunities to consolidate like functions or improve efficiency.
4.7.5 The Contractor shall identify and propose Quality Improvement Projects (QIP) for any and all elements of the Agreement annually to the Health Connector for its review and approval. The Contractor shall not proceed with implementing any QIP until it has received Health Connector written approval to proceed. As directed by the Health Connector, the Contractor shall present an interim and final report on each Health Connector approved QIP, providing updates in each of the QIP sub-sections. Each QIP proposal must include:
a. a description of the project including specific goals and measurable objectives;
b. justification of the project including relevance to Agreement operations, Health Connector membership and the Health Connector;
c. proposed schedule for project implementation and project duration, including identification of project milestones and key deliverables;
d. proposed data collection methodology and analysis tools;
e. expected findings from the analysis;
f. proposed corrective actions (if necessary);
g. expected cost savings to the Health Connector; and
h. expected changes to the Agreement that the Contractor would propose as a result of implementation of the proposed QIPs.
4.8 Readiness – Implementation Activities and Transition from Current Vendor
4.8.1 Agreement Readiness
4.8.1.1 The Contractor shall comply with all Agreement readiness requirements and complete all such requirements by the date agreed upon by Contractor and Health Connector that first calls are received by Contractor during the Transition Period or other date specified in this Agreement or approved by the Health Connector.
4.8.1.2 Within the first fifteen (15) business days following the Effective Date, or other such date as agreed to in writing by the Health Connector, the Contractor shall submit to Health Connector for its review and approval a Readiness Work plan which shall be used by the Health Connector to monitor the Contractor’s progress toward achieving Readiness as detailed in this section. The Agreement Readiness Work Plan shall detail the task to be completed, the date by which it will be completed, and the documentation the Contractor shall provide to the Health Connector as evidence that the task has been completed, and any related Deliverables, and it shall include the Transition Plan. The Health Connector shall review and may amend the Readiness Work Plan.
4.8.1.3 The Contractor shall participate in one or more readiness reviews, as specified by the Health Connector, prior to the date agreed upon by Contractor and Health Connector that first calls are received by Contractor during the Transition Period to verify that the Contractor is ready and able to meet the obligations under the Agreement, in accordance with the following: prior to each review, the Contractor shall be notified by the Health Connector of the scope of the review, and following each review, the Contractor shall be notified by the…
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