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DOC CONTRACT AMENDMENT ROUTING SHEET
CONTRACTOR: Public Communications Services, Inc. (PCS)
CONTRACT MAXIMUM AMOUNT: $Q
Contract # 18252 Amendment #
Replace Contract #_
SERVICE SITE: All Facilities
CURRENT FY ALLOCATION: $Q
1
FY 14 ALLOCATION: $Q
FY
ALLOCATION: $
CONTRACT TYPE: (Check only one) Accounting ServicesD; ConsultationD; cscD; DvD;
Education D; Film License D; Food SVC D; Haircuts D; Housing D; IDAP D; Inmate Transport D;
Investigator D; IT D; Medical
MH D; Phones D; Sex Off D; Sub Abuse D; Training D; VOWP D;
Other [gJ if other checked please give short name: Inmate Telephone, Commissary & Accounting
Systems/Services.
Service Provided: Group D; Supervision D; Consultation D; Transitional Housing D; Other [gJ, if other
checked please give short description: Inmate accounting system as well as telephone & commissary services.
Snmmary of this contract: To provide an accounting system for the Inmate Trust Fund, as well as inmate
commissary & telephone services.
Sonrce of Funds: General Fund: _ _o""Yo
Federal (Identify): _ _o/t",o Other (Identify): 21190; 100%
Business Unit # 03520 Dept ID # 3480005200
Tax ID #: On File Vendor #: 15911
Account Code # _ _ Program # _ _
ACH Vendor: Yes [gJ
Division/Site Budget: Correctional Facilities Recreation Fund
Date to Kristin:
Contract Manager: Matthew Spille
Date Routing Started: _-,",+-",'Z,-,Z=-_
I Date to Betsy: _ _-I.U""-'-."-tJL..
_ _ __
z-j;'Z-
Date to Sarah: _ _ _S?=-.LI"",z__
Date to Commissioner:
--1,L/r4:.;......-1+-/-1+'--_
Date to Attomey General: _ ....
q.....,I'-u_,---___
Date to AHS: _ _
Date to Contractor:
No D
&P /1/t
----'-----
Date to Commissioner:
II f0
-_.'-'-'----
Final to Contractor: _-'-''""(/f-1DulR
JL... _ __
I Valid Certificate ofInsurance Received:
• Status Form Updated: __ I r
VISION Contract Updated:
16 (p
[II D0
No D
Initial & Date: _-"-'~=~__
~No D
Initial & Date: -Gt-=--'-l.--'-'-'--
Approved: Yes D
Approved: Y es
Date back from Commissioner: ---tf:-./1--t7'----Date back from Attomey General: _ _1->+/'-/'1-'-___
Date back from AHS: __tf-'...!.!..'-t-'g'---_ __
Date back from Contractor: - - -t'1/01
-'-"-'-----
a
Date back from Commissioner: _...J[.Lf,l-ltL.-<2'--__
Final to AHS:
_--'..:N'-LI><-&.-=-_
YES, D NO If NO, Date Requested: _ _ _ __
Process Log Completed: _-,-ILJilc.cD""io<--_
AHS CONTRACT CHECKLIST
VERMONT DEPARTMENT OF CORRECTIONS
CONTRACTOR: Public Communications Services Inc. (PCS)
CONTRACT DATES: 10/01/2010 TO 09302012
CONTRACT MAXIMUM DOLLAR AMOUNT: 0
TYPE OF CONTRACT:
o Sole Source
rgJ Regular
As Contract Manager I certify that all documentation required to process and approve this contract in accordance with Bulletin
3.5 is contained in this contract filergJ.
Simplified Bid
Formal Bid
Renewal
0
0
15K or Less
0
rgJ
0
0
Regular Contracts
More than 15K-lOOK
0
Over lOOK
Sole Source Contracts
15K or Less
More than 15K-lOOK
No Bid
Intent Letter to
Secretary of Admin.
Justification Memo
with contract to
Secretary of Admin.
o
o
Over lOOK
o
APPROVALS:
15K & Under - AAG - Department Commissioner - MIS Secretary
rgJ
> 15K tlrru lOOK - AAG - Dept. Commissioner - AHS Secretary
0
> lOOK (Sale Source) AAG - Dept. Commissioner - Secretary of Admin.
0
lOOK - 250K AAG - Dept. Commissioner - AHS Secretary
0
>250K AAG - Dept. Commissioner - Secretary of Admin.
0
Amendments - AAG - Dept. Commissioner - Secretary of Admin.
0
Only if amendment falls nnder one of the categories below:
The amendment is the third or more to the contract; or the cumulative effect of the amendment and all prior amendments
increases the contract price above the following thresholds:
a. $18,750, for sale source agreements originally under $15,000
b. More than 25% for contracts of original amounts greater than $15,000 but less than $250,000
c. More than ]5% for contracts of original amounts $250,000 or greater
~
STATE OJ? VEIL\10NT Q~NT.RACT SUMMARY AND CE~'IIFICATION - - - - --=-=-=-=--=--=-Form AA-14 (8/22/11)
;:~ONTAACT ~;~~~;~'_,,':~tqlli!C<l
1liwm
PIC~_____
Contract #: 18252
MISI Department of Corrections
Agency/Department:
Vendor Name:
Vendor Address:
Starting Date:
=~Ic..z'-"CC]f.CL'PC,a,,,-r"c..t'cccnc.c'i!-cnc:t,-o_________
Public Communications Services, Inc.
11859 Wilshire Blvdo, Ste 600, Los Angeles, CA 90025
09/30/2012
Ending Date:
09/30/2014
Amendment #: 1
VISION Vendor No: 15911
Amendment Date: 09/30/2012
Summary of agreement or amendment: Provision ofJnmatc Accounting System and Inmate Telephone & Commissary Servicc~
II. FINANCIAL INFORMATION
Maximum Payable:
$0
Prior Maximum:
Current Amendment:
$
$
Cumulative amendments:
% Cumulative Change:
$
%
03520:
:
- [notes: Commi~.,-,sicco:.:n-"b-ca=-seccd,",l_ _ _ _-,-VI=S",-IO=...N,-A=cc:co",u:ccn,,-,t,,(sCL)'-:_ _ _ _ _ _ _ _ __
fJl.PERFORMANCE INFORMATIQ~ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ """_" _ _ _ _-=,--_
Does this Agreement include Perfonnance Measures tied to Outcomes andlor financial reward/penalties? [g] Yes
No
Estimated
'
Other 100 % Fund
S-Fund
F-Fund
GC-Fund
%
%
%
%
I"
I G-Fund
" SpIt:
F'un d mg
Code 21190
I Business Unit(s):
0
1"=::--=::::==:--=-----:::=------------------"----
:l!!:_
PUBUC COMPETITION
___ """" __"_"____
____ "_"___________
The agency has taken reasonable steps to control the price of the contract or procurement grant and to allow qualified organizations to compete for the work
authorized by this contract. The agency has done this through:
o SimpliflCd Bid o Sole Sourced o Qualification Based Selection
[8J Standard bid or RFP
IV. TYPE OF AGREEMENT & PERFORMANCE JNFORMATION
Ch k 11 th t
1~-1- [8J Service 0 Personal S.-e;:vlce--D-A~:C!~itect!Engineer-D-c~-;;st~ction
" ec a
a app y. _~ [8J Inf0'.:1ll~ti()n Technology 0 Other. describe: "
"
>
V.
SUITABILITY FORCONTR;\CT .FOR SERVICE
oY
0
No
fV1
es
nla
ICJ
0
0
M&keting------
-----------
-------------"-""-----"-"-----------
If this is a Personal Service contract does this agreement meet all 3 parts afthe "ABC" definition
of independent contractor? (See Bulletin 3"5) [fNO" then contractor must be paid through Payroll
Are one or more contract or terms & conditions provisions waived under a pre-approved Contracting Plan?
vn.
~I CT
Statutory
OF li'\/
DYes
161
No
,1
By signing below, 1 certify that no person able to control or int1uence award of this contract had a pecuniary interest in its award or perfonnance, either
personally or through a member of his or her household, family, or business.
161
DYes
No
Is there an "appearance" of a conflict of interest so that a reasonable person may conclude that this party was
==-_
selected for improper reasons: (If yes" explain)
f-cVI~ll:;;-.-:;OP;:::R:;:IO;:::R;:."""";APC;:_;:::]>~"",O:::"_:;CVccAL=SC:;RE::::';C:Q:-;;Uc;;1RE:;;:·
..c;;.:""D ORREQl]!L~!~!I _______ ~________ __ =~~:_-_:-_-_--_""-"_--_-==__
161 Yes 0 No
Agreement must be approved by the Attorney General ullder3 VSA §311(a)(l 0) (personal service)
DYes
[gJ No
DYes
[gJ No
DYes
[gJ No
[;8J No
·0
I, 0
Yes
161
Yes
I request the Attorney General review this agreement as to fonn
(initial)
No, already performed by in-house AAG or counsel:
Agreement must be approved by the Comm. ofDII; for IT hardware, software or services and
Telecommunications over $100,000
Agreement must be approved by the CMO: for Marketing services over $15,000
Agreement must be approved by Comm. Human Resources (privatization and retiree contracts)
No
Agreement must be approved by the Secretary of Administration
. IX. AGENCYIDEPARTMEl!IHEADCERTIFICATION; APPROVAL
ha m .e reasonable inquiry OSlO the accuracy of the above infimnation:
~
.
to- () /7 -//A
at
:~_-_~=
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/
/ .
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Date
f~
31Z:?ttL"2...:-
°
-------
-:-,-rl~//-+--Ir~--=-~.
Agencystc!etary or Other Department Head (ifrequired)
/ /
'7/;; ,~/:i!;:;;V;//:!;>j-r!::;:;Z:;::/
date
': Date
"Approval by AttorneY ~ral
CIO
Date
~""-- ~
Date
Approved by Commissioner of Human Resources
CMO
Date
Secretary of Administration
AdO] S):iJddIHS
S 0 III .09l9WB WW
1111111111111111111111111111111111111111111111111111
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X88680
Agency of Human Services - Contract Summary Sheet
Department: _DOC _ _ _ _ _ __
Contract #:
18252-1 _ _ _ _ __
Public Communications Services_ _ _ _ _ _ _ _ _ _~_ _ __
Contractor:
Needs Agency of Administration Approval: (X) No
C o m m e n t(, s : .
Amendment extends the term and updates the performance measures for management
services. Page 2 of the amendment ties performance to payment reduction, see paragraph 4.
Recommendation: (X) Approve
=---cc----+it-1LL1-c-t4:&~"-';-4·~'/,J-1L..2
Reviewer
Upon
1)
2)
3)
4)
r
07
_ _ _ _----::9-27-12 _ _ _ _ __
initial review:
Contract had performance standards
Contract packet complied with 3.5 and 1.08
Contract packet had housekeeping issues
Sole source
Date
( ) No
( ) No
(X) No
(X) No
(X) Yes ( ) Not Applicable
(X) Yes
( ) Yes
( ) Yes
September 28, 2012
Public Communications Services, Inc.
Jeff Haidinger, President
12021 Sunset Hills Rd, Suite 100
Reston, VA 20190
RE: Contract #18252, AMI
Enclosed is the original Contract#18252, AMI between Public Communicatins
Services, Inc. and the Department of Corrections.
Please sign page -3- as marked and return the entire original Contract including
all attachments to me. Once the documents are received, a copy of the agreement
will be provided after final execution of all signatures.
If a change is needed prior to signing the Contract (i.e. change of address etc ... )
please do not write on the original. Simply state the changes needed in a letter or
feel free to call me at 802-951-5029.
Sincerely,
Kristin Lawson, Financial Administrator III
AHS/Dept. of Corrections
103 South Main Street
Waterbury, VT 05671-1001
Enclosure
STATE OF VERMONT
CONTRACT FOR SERVICES
Page I of 15
Contract # 18252
Amendment #1
AMENDMENT
It is agreed by and between the State ofVennont, Department of Corrections (hereafter called "State") and Public
Communications Services, Inc. (PCS) of Los Angeles, Califorina (hereafter called "Contractor") that contract
#18252 dated 1010112010 between said State and Contractor is hereby amended as follows:
To change Page 1,4. Contract TelID, from end on 09/30/2012 to end on 09/30/2014.
To Add in Attachment A, # I. Scope of work - Inmate Telephone Services, specifically # 1.1.6. To replace current
Call Rate table with the following Call Rate table:
Collect Calling Information
Collect Call Rates
~
0)
1;i
0::
Call Type
::aU
Operator Charge
Per
Minute
Local Can
$1.13
$0.06
u
IntraState (In-state Long Distance)
$1.13
$0.14
U
InterState (Out-of-state Long Distance)
$1.13
$0.14
International
N/A
N/A
~
2
'0
Pre-Paid Collect Calling Information
Collect Can Rates
~
u
0)
::::::
rJl
o
0)
Call Type
Operator Charge
U1;i
"00:: Local Can
·a
:::::
0.. OJ
,U
~
0..
Per
Minute
$0.90
$0.05
IntraState (In-state Long Distance)
$0.90
$0.09
InterState (Out-of-state Long Distance)
$0.90
$0.09
International
$2.70
$0.45
Debit Calling Information
Debit Call Rates
~
Per
Minute
0::
"
Call Type
"iii
Local Can
$0.23
$0.05
.."
IntraS tate (In-state Long Distance)
$0.45
$0.09
P"
InterState (Out-of-state Long Distance)
$0.45
$0.09
International
$0.90
$0.45
1;i
U
..0
Operator Charge
To change Attachment A, #1. Scope of work - Inmate Telephone Services, specifically # 1.10.1. From "Contractor
shall store all call recordings and ensure instant availability online (via ICM) for a minimum of 45 days." TO
"Contractor shall store all call recordings and ensure instant availability online (via rCM) for a minimum of one
year.
STATE OF VERMONT
CONTRACT FOR SERVICES
Page 2 of 15
COlli tract # 18252
Amellldmelllt #1
To change Attachment A. #1. Scope of work - Inmate Telephone Services, specifically #2.1.4 From "Contractor
shall maintain a market price philosophy with regard to the retail selling price of the commissary items (no price
shall be higher than what a local convenience store charges for the same/similar item). Contractor shall maintain per
unit costs for commissary items previously available to State inmates for a minimum of one year. All price changes
must be pre-approved by the State." TO "Contractor shall maintain a market price philosophy with regard to the
retail selling price of the commissary items (no price shall be higher than what a local convenience store charges for
the same/similar item). Contractor shall maintain per unit costs for commissary items previously available to State
imnates for the full term of this contract. All price changes must be pre-approved by the State."
To change Attachment B. # 2. Commissions 2.2 From "Contractor shall pay to the State a 31 % commission on all
commissary sales net of sales tax, excluding postage stamps, stamped envelopes and debit telephone time
purchases. Commissions will be remitted to the State no later than 15 days following month end." TO "Contractor
shall pay to the State a 32% commission on all commissary sales net of sales tax, excluding postage stamps,
stamped envelopes and debit telephone time purchases. Commissions will be remitted to the State no latcr than 15
days following month end."
To add to Attachment B # 3. Perfonnance measures, 3.2, "not to include instances outside the contractors control."
To change Attachment B # 3. Perfonnance measures, 3.7 From "Commissary orders are to be delivered in boxes
durable enough to support contents. Boxes received by the State in unacceptable (i.e. crushed, broken, leaking,
etc.) conditions may result in a $100 per box payment due to the State. This payment is in addition to any credits
given for damaged products. Any quarter, (Jan - Mar, Apr - Jun, Ju1- Sept, Oct - Dec), in which zero (0) boxes
are received in unacceptable condition may result in a one time $500 reduction in the commissary commissions
payable to the State." TO "Commissary orders are to be delivered in boxes durable enough to support contents.
Instances within contractors control: when boxes received by the State in unacceptable (i.e. crushed, broken,
lealcing, etc.) conditions may result in a $100 per box payment due to the State. This payment is in addition to any
credits given for damaged products. Any quarter, (Jan - Mar, Apr - Jun, Jul- Sept, Oct - Dec), in which zero (0)
boxes are received in unacceptable condition may result in a one time $500 reduction in the commissary
commissions payable to the State."
To replace existing Attachment C with new Attachment C, revised July 1,2012.
To replace existing Attaclnnent E with new Attachment E, revised January 31, 20 II.
To replace existing Attaclnnent F with new Attachment F, revised December 10,2010.
Additionally, it is hereby agreed and understood that this contract has no minimum amount. The Contractors'
services will be required on an "as needed" basis.
Except as modified by this above amendment, and any and all previous amendments to this contract, all provisions
of this contract #18252 dated 10/0112010 shall remain unchanged and in full force and effect.
The effective date of this amendment is 09/30112.
APPROVED AS TO FORM
STATE OF VERMONT
CONTRACT FOR SERVICES
Page 3 of 15
Contract # 18252
Amendment #1
STATE OF VERMONT
AGENCY OF HUMAN SERVICES
DEPARTMENT OF CORRECTIONS
Signed:--:::-~-'7!'-::=-7--'-C-~~_
Andrew Pallit ,Co missioner
Date:
/
9t:Z-
CONTRACTOR: Public Communications Services, Inc .
~~jA~
~'~
.
SIgned:
JeffHaidinger, Preslcien
Date:
Address:
Phone:
(0
[ltil \..---
12021 Sunset Hills Rd., Sle 100.
Reston, VA 20190
(866) 375-0058
STATE 0.1<' VERMONT
CONTRACT FOR SERVICES
Page 4 of 15
Contract # 18252
Amendment #1
ATTACHMENT C
CUSTOMARY PROVISIONS FOR CONTRACTS AND GRANTS
1. Entire Agreement. This Agreement, whether in the form of a Contract, State Funded Grant, or Federally
Funded Grant, represents the entire agreement between the parties on the subject matter. All prior agreements,
representations, statements, negotiations, and understandings shall have no effect.
2. Applicable Law. This Agreement will be governed by the laws of the State of Vermont.
3. Definitions: For purposes of this Attachment, "Party" shall mean the Contractor, Grantee or Subrecipient, with
whom the State of VernlOnt is executing this Agreement and consistent with the form of the Agreement.
4. Appropriations: If appropriations are insufficient to support this Agreement, the State may cancel on a date
agreed to by the patties or upon the expiration or reduction of existing appropriation authority. In the case that
this Agreement is funded in whole or in part by federal or other non-State funds, and in the event those funds
become unavailable or reduced, the State may suspend or cancel this Agreement immediately, and the State
shall have no obligation to fund this Agreement from State revenues.
5. No Employee Benefits For Party: The Patty understands that the State will not provide any individual
retirement benefits, group life insurance, group health and dental insurance, vacation or sick leave, workers
compensation or other benefits or services available to State employees, nor will the state withhold any state or
federal taxes except as required under applicable tax laws, which shall be detennined in advat1ce of execution of
the Agreement. The Party understmds that all tax returns required by the Internal Revenue Code and the State
ofVennont, including but not limited to income, withholding, sales and use, and rooms md meals, must be
filed by the Party, and information as to Agreement income will be provided by the State of Vermont to the
Internal Revenue Service and the Vennont Depattment of Taxes.
6. Independence, Liability: The Party will act in m independent capacity and not as officers or employees of the
State.
The Patty shall defend the State and its officers and employees against all claims or suits arising in whole or in
part from any act or omission of the Party or of any agent of the Party. The State shall notify the Pat"ty in the
event of my such claim or suit, aI1d the Party shall immediately retain counsel and otherwise provide a
complete defense against the entire claim or suit. The patty shall notify its insurance company and the State
within 10 days of receiving my claim for damages, notice of claims, pre-claims, or service of judgments or
claims, for any act or omissions in the performance ofthis Agreement.
After a final judgment or settlement the Patty may request recoupment of specific defense costs and may file
suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon
a showing that such costs were entirely umelated to the defense of atly claim arising from an act or omission of
the Party.
The Party shall indemnify the State and its officers and employees in the event that the State, its officers or
employees become legally obligated to pay any damages or losses arising from any act or omission of the Party.
7. Insllrance: Before commencing work on this Agreement the Party must provide certificates of insurmce to
show that the following minimum coverage is in effect. It is the responsibility ofthe Party to maintain cun"ent
certificates of insurance on file with the state through the tenn of the Agreement. No warranty is made that the
coverage and limits listed herein are adequate to cover and protect the interests of the Party for the Party's
operations. These are solely minimums that have been established to protect the interests of the State.
Workers Compensation: With respect to all operations performed, the Party shall carry workers'
compensation insurance in accordance with the laws of the State of Vermont.
STATE OF VERJ\fONT
CONTRACT FOR SERVICES
Page 5 oft5
Contract # 18252
Amendment #1
General Liability and Property Damage: With respect to all operations perfOlmed under the Agreement,
the Party shall carry general liability insurance having all major divisions of coverage including, but not
limited to:
Premises - Operations
Products and Completed Operations
Personal Injury Liability
Contractual Liability
The policy shall be on an occurrence form and limits shall not be less than:
$1,000,000 Per Occurrence
$1,000,000 General Aggregate
$1,000,000 Products/Completed Operations Aggregate
$ 50,000 Fire/ Legal/Liability
Party shall name the State of Vermont and its officers and employees as additional insureds for liability arising
out of this Agreement.
AutolllotilJe Liability: The Party shall carry automotive liability insurance covering all motor vehicles,
including hired and non-owned coverage, used in connection with the Agreement. Limits of coverage shall
not be less than: $1,000,000 combined single limit.
Party shall name the State of Vermont and its officers and employees as additional insureds for liability arising
out of this Agreement.
Professional Liability: Before commencing work on this Agreement and throughout the term of this
Agreement, the Party shaH procure and maintain professional liability insurance for any and all services
perfOlIDed under this Agreement, with minimum coverage of $1,{)()(),()()().()() per occurrence, and
$1,()()(),()()(). ()() aggregate.
8. Reliance by tile State on Representations: All payments by the State under this Agreement will be made in
reliance upon the accuracy of all prior representations by the Party, including but not limited to bills, invoices,
progress reports and other proofs of work.
9. Requirement to Have a Single Audit: In the case that this Agreement is a Grant that is funded in whole or in
part by federal funds, and if this Subrecipient expends $500,000 or more in federal assistance during its fiscal year,
the Subrecipient is required to have a single audit conducted in accordance with the Single Audit Act, except when
it elects to have a program specific audit.
The Subrecipient may elect to have a program specific audit if it expends funds under only one federal program
and the federal program's laws, regulating or grant agreements do not require a financial statement audit of the
Party.
A Subrecipient is exempt if the Party expends less than $500,000 in total federal assistance in one year.
The Subrecipient will complete the Certification of Audit Requirement annually within 45 days after its fiscal
year end. If a single audit is required, the sub-recipient will submit a copy of the audit report to the primary
pass-through Party and any other pass-through Party that reqnests it within 9 months. If a single audit is not
required, the Subrecipient will submit the Schedule of Federal Expenditures within 45 days. These fmIDs will
be mailed to the Subrecipient by the Department of Finance and Management near the end of its fiscal year.
These forms are also available on the Finance & Management Web page at: http://finance.vennont.gov/forms
Page 6 of 15
Contract # 18252
Amendment #1
HI. Records Available for Audit: The Party will maintain all books, documents, payroll papers, accounting
records and other evidence peliaining to costs incuned under this agreement and make them available at
reasonable times during the period of the Agreement and for three years thereafter for inspection by any
authorized representatives of the State or Federal Govemment. If any litigation, claim, or audit is started before
the expiration of the three year period, the records shall be retained until all litigation, claims or audit findings
involving the records have been resolved. The State, by any authorized representative, shall have the right at all
reasonable times to inspect or otherwise evaluate the work perfOlmed or being perfonned under this Agreement.
STATE OF VERMONT
CONTRACT FOR SERVICES
11. Fair Employment Practices and Americans with Disabilities Act: Party agIees to comply with the
requirement of Title 21V.S.A. Chapter 5, Subchapter 6, relating to fair employment practices, to the full extent
applicable. Party shall also ensure, to the full extent required by the Americans with Disabilities Act of 1990, as
amended, that qualified individuals with disabilities receive equitable access to the services, programs, and
activities provided by the Party under this AgIeement. Party fuliher agrees to include this provision in all
subcontracts.
12. Set Off: The State may set off any sums which the Party owes the State against any sums due the Party under
this AgIeement; provided, however, that any set off of amounts due the State ofVennont as taxes shall be in
accordance with the procedures more specifically provided hereinafter.
13. Taxes Due to the State:
a.
Party understands and acknowledges responsibility, if applicable, for compliance with State tax laws,
including income tax withholding for employees perfonning services within the State, payment of use
tax on property used within the State, corporate and/or personal income tax on income earned within the
State.
b. Party certifies under the pains and penalties of perjury that, as of the date the AgIeement is signed, the
Party is in good standing with respect to, or in full compliance with, a plan to pay any and all taxes due
the State of Vennont.
c. Party understands that final payment under this Agreement may be withheld if the Commissioner of
Taxes detennines that the Party is not in good standing with respect to or in full compliance with a plan
to pay any and all taxes due to the State ofVennont.
d. Party also understands the State may set off taxes (and related penalties, interest and fees) due to the
State of Vermont, but only if the Party has failed to make an appeal within the time allowed by law, or
an appeal has been taken and finally detennined and the Party has no further legal recourse to contest the
amounts due.
14. Child Support: (Applicable if the Party is a natural person, not a corporation or partnership.) Paliy states that,
as of the date the Agreement is signed, he/she:
a.
is not under any obligation to pay child support; or
b. is under such an obligation and is in good standing with respect to that obligation; or
c. has agreed to a payment plan with the Vennont Office of Child Support Services and is in full
compliance with that plan.
Party makes this statement with regard to support owed to any and all children residing in Vennont. In addition,
if the Party is a resident ofVennont, Party makes this statement with regard to support owed to ally and all
children residing in any other state or tenitory of the United States.
15. Sub-Agreements: Party shall not assign, subcontract or sub grant the perfOlmance of his Agreement or any
portion thereof to any other Party without the prior written approval of the State. Party also agIees to include in
subcontract or sub grant agIeements a tax celiification in accordance with paragraph 13 above.
STATE OF VERMONT
CONTRACT FOR SERVICES
Page 7 of 15
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Amendment #1
Notwithstanding the foregoing, the State agrees that the Party may assign this agreement, including all of the
Party's rights and obligations hereunder, to any successor in interest to the Party arising out of the sale of or
reorganization of the Party.
16. No Gifts or Gratuities: Party shall not give title or possession of any thing of substantial value (including
property, currency, travel and/or education programs) to any officer or employee of the State during the tenn of
this Agreement.
17. Copies: All written reports prepared under this Agreement will be printed using both sides of the paper.
18. Certification Regarding Debarment: Party certifies under pains and penalties of perjury that, as of the date
that this Agreement is signed, neither Party nor Party's principals (officers, directors, owners, or partners) are
presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in
federal programs or programs supported in whole or in part by federal funds.
19. Certification Regarding Use of State Funds: In the case that Party is an employer and this Agreement is a
State Funded Grant in excess 0[$1,001, Party certifies that none of these State funds will be used to interfere
with or restrain the exercise of Party's employee's rights with respect to unionization.
RevisedAHS-7-1-2012
STATE OF VERMONT
CONTRACT FOR SERVICES
Page II of 15
Contrac! # 18252
Amendment #1
ATTACHMENT E
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is entered into by and between the State of Vermont Agency of
Human Services, operating by and through its Department of Corrections ("Covered Entity") and [Public
Communication Services1 ("Business Associate") as of 9/3012012 ("Effective Date"). This Agreement supplements
and is made a part of the grant to which it is attached.
Covered Entity and Business Associate enter into this Agreement to comply with standards promulgated under the Health
Insurance Portability and Accountability Act of 1996 ("HIP AA"), including the Standards for the Privacy of Individually
Identifiable Health Information, at 45 CFR Parts 160 and 164 ("Privacy Rnle"), and the Security Standards, at 45 CFR Parts
160 and 164 ("Security Rule"), as amended by Subtitle D of the Health Information Technology for Economic and Clinical
Health Act.
The parties agree as follows:
1.
Definitions. All capitalized terms in this Agreement have the meanings identified in this Agreement, 45 CFR Part
160, or 45 CFR Part 164.
The term "Services" includes all work performed by the Business Associate for or on behalf of Covered Entity that requires
the use and/or disclosure of protected health information to perform a business associate function described in 45 CFR
160.103 under the definition of Business Associate.
The term "Individual" includes a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g).
The tenn "Breach" means the acquisition, access, use or disclosure of protected health information (PHI) in a manner not
permitted under the HIP AA Privacy Rule, 42 CFR part 164, subpart E, which compromises the security or privacy of the PHI.
"Compromises the security or privacy of the PHI" means poses a significant risk of financial, reputational or other harm to the
individual.
2.
Permitted and Required Uses/Disclosures of PHI.
2.1
Except as lilnited in this Agreement, Business Associate may use or disclose PHI to perform Services, as
specified in the underlying grant with Covered Entity. Business Associate shall not use or disclose PHI in any mamler
that would constitute a violation of the Privacy Rule if used or disclosed by Covered Entity in that maimer. Business
Associate may not use or disclose PHI other than as pennitted or required by this Agreement or as Required by Law.
2.2
Business Associate may make PHI available to its employees who need access to perform Services provided
that Business Associate makes such employees aware of the use and disclosure restrictions in this Agreement and
binds them to comply with such restrictions. Business Associate may only disclose PHI for the purposes authorized
by this Agreement: (a) to its agents (including subcontractors) in accordance with Sections 8 and 16 or (b) as
otherwise pennitted by Section 3.
3.
Business Activities. Business Associate may use PHI received in its capacity as a Business Associate to Covered
Entity if necessary for Business Associate's proper management and administration or to cany out its legal responsibilities.
Business Associate may disclose PHI received in its capacity as Business Associate to Covered Entity for Business
Associate's proper management and administration or to carry out its legal responsibilities if a disclosure is Required by Law
or if (a) Business Associate obtains reasonable written assurances via a written agreement from the person to whom the
infonnation is to be disclosed that the PHI shall remain confidential and be used or further disclosed only as Required by Law
or for the purpose for which it was disclosed to the person and (b) the person notifies Business Associate, within three
business days (who in tum will notify Covered Entity within three business days after receiving notice of a Breach as
specified in Seetion 5.1), in writing of any Breach of Unsecured PHI of which it is aware. Uses and disclosures of PHI for the
purposes identified in this Section 3 must be of the minimum amount of PHI necessary to accomplish such purposes.
STATE OF VERMONT
CONTRACT FOR SERVICES
Page 9 of 15
Contract # 18252
Amendment #1
4.
Safeguards. Business Associate shall implement and use appropriate safeguards to prevent the use or disclosure of
PHI other than as provided for by this Agreement. With respect to any PHI that is maintained in or transmitted by electronic
media, Business Associate shall comply with 45 CFR sections 164.308 (administrative safeguards), 164.310 (physical
safeguards), 164.312 (technical safeguards) and 164.316 (policies and procedures and documentation requirements). Business
Associate shall identify in writing upon request from Covered Entity all of the safeguards that it uses to prevent impermissible
uses or disclosures of PHI.
5.
Documenting and Reporting Breaches.
5.1 Business Associate shall report to Covered Entity any Breach of Unsecured PHI as soon as it (or any of its
employees or agents) becomes awarc of any such Breach, and in no case later than three (3) business days after it (or
any of its employees or agents) becomes aware of the Breach, except when a law enforcemcnt official detennines that
a notification would impede a criminal investigation or cause damage to national security.
5.2 Business Assoeiate shall provide Covered Entity with the names of the individuals whose Unsecured PHI has
been, or is reasonably believed to have been, the subject of the Breaeh and any other available infonnation that is
required to be given to the affected individuals, as set forth in 45 CFR §164.404(c), and, if requested by Covered
Entity, infOlmation nccessary for Covered Entity to investigate the impermissible use or disclosure. Business
Associate shall continue to provide to Covered Entity information concerning the Breach as it becomes available to it.
5.3 When Business Associate determines that an impermissible acquisition, use or disclosure of PHI by a member of
its workforce does not pose a significant risk ofhann to the affected individual(s), it shall document its assessment of
risk. Such assessment shaH include: I) the name of the person(s) making the assessment, 2) a brief summary of the
facts, and 3) a brief statement of the reasons supporting the determination of low risk of harm. When requested by
Covered Entity, Business Associate shall make its risk assessments available to Covered Entity.
6.
Mitigation and Corrective Action. Business Associate shall mitigate, to the extent practicable, any hannful effect
that is known to it of an impernlissible use or disclosure of PHI, even if the impermissible use or disclosure does not constitute
a Breach. Business Associate shall draft and carry out a plan of corrective action to address any incident of impennissible use
or disclosure of PHI. If requested by Covered Entity, Business Associate shaH make its mitigation and corrective action plans
available to Covered Entity.
7.
Providing Notice of Breaches.
7.1 If Covered Entity determines that an impermissible acquisition, access, use or disclosure of PHI for which one of
Business Associate's employees or agents was responsible constitutes a Breach as defined in 45 CFR §164.402, and if
requested by Covered Entity, Business Associate shaH provide notice to the individuals whose PHI has been the
subj ect of the Breach. When requested to provide notice, Business Associate shall consult with Covered Entity about
the timeliness, content and method of notice, and shall receive Covered Entity's approval concerning these elements.
The cost of notice and related remedies shall be borne by Business Associate.
7.2 The notice to affected individuals shall be provided as soon as reasonably possible and in no case later than 60
calendar days after Business Associate reported the Breach to Covered Entity.
7.3 The notice to affected individuals shall be written in plain language and shaH include, to the extent possible, I) a
brief description of what happened, 2) a description of the types of Unsecured PHI that were involved in the Breach,
3) any steps individuals can take to protect themselves from potential hann resulting from the Breach, 4) a brief
description of what the Business Associate is doing to investigate the Breach, to mitigate hann to individuals and to
protect against further Breaches, and 5) contact procedures for individuals to ask questions or obtain additional
information, as set forth in 45 CFR §164.404(c).
7.4 Business Associate shall notify individuals of Breaches as specified in 45 CFR §164.404(d) (methods of
individual notice). In addition, when a Breach involves more than 500 residents of Velmont, Business Associate
STATE OF VERMONT
CONTRACT FOR SERVICES
Page 10 of 15
Contract # 18252
Amelldment #1
shall, if requested by Covered Entity, notify prominent media outlets serving Vermont, following the requirements set
forth in 45 CPR §164.406.
8.
Agreemellts by Third Parties. Business Associate shall ensnre that any agent (includiug a subcontractor) to whom it
provides PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity agrees
in a written agreement to the same restrictions and conditions that apply through this Agreement to Business Associate with
respect to such PHI. For example, the written agreement must include those restrictions and conditions set forth in Section 14.
Business Associate must enter into the written agreement before any use or disclosure of PHI by such agent. Thc written
agreement must identify Covered Entity as a direct and intended third party bcneficiary with the right to enforce any breach of
the agreement concerning the use or disclosure of PHI. Business Associate shall provide a copy of the written agreement to
Covered Entity upon request. Business Associate may not make any disclosure of PHI to any agent without the prior written
consent of Covered Entity.
9.
Access to pm. Busincss Associate shall provide access to PHI in a Designated Record Set to Covered Entity or as
directed by Covered Entity to an Individual to meet the requirements under 45 CFR 164.524. Business Associate shall
provide such access in the time and manner reasonably designated by Covered Entity. Within three (3) business days,
Business Associate shall forward to Covered Entity for handling any request for access to PHI that Business Associate directly
receives from an IndividuaL
10.
Amendment of PHI. Business Associate shall make any amendments to PHI in a Designated Record Set that
Covered Entity directs or agrees to pursuant to 45 CFR 164.526, whether at the request of Covered Entity or an Individual.
Business Associate shall make such amendments in the time and manner reasonably designated by Covered Entity. Within
three (3) business days, Business Associate shall forward to Covered Entity for handling any request for amendment to PHI
that Business Associate directly receives from an Individual.
H.
Acconnting of Disclosures. Business Associate shall document disclosures of PHI and all information related to
such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of
disclosures of PHI in accordance with 45 CFR 164.528. Business Associate shall provide such information to Covered Entity
or as directed by Covered Entity to an Individual, to permit Covered Entity to respond to au accounting request. Business
Associate shall provide such information in the time and mallier reasonably designated by Covered Entity. Within three (3)
business days, Business Associate shall forward to Covered Entity for handling any accounting request that Business
Associate directly receives from an Individual.
12.
Books alld Records. Subject to the attorney-client and other applicable legal privileges, Business Associate shall
make its internal practices, books, and records (inc1nding policies and procedures and PHI) relating to the use and disclosure
of PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity available to
the Secretary in the time and manner designated by the Secretary. Business Associate shall make the same information
available to Covered Entity, upon Covered Entity's request, in the time and manner reasonably designated by Covered Entity
so that Covered Entity may determine whether Business Associate is in compliance with this Agreement.
13.
Termination.
13.1
This Agreement commences on the Effective Date and shall remain in effect until terminated by Covered
Entity or until all of the PHI provided by Covered Entity to Business Associate or created or received by Business
Associate on behalf of Covered Entity is destroyed or returned to Covered Entity subject to Section 17.7.
13.2
If Business Associate breaches any material term of this Agreement, Covered Entity may either: (a) provide
an opportunity for Business Associate to cure the breach and Covered Entity may terminate the grant without liability
or penalty if Bnsiness Associate does not cure the breach within the lime specified by Covered Entity; or (b)
immediately terminate the grant without liability or penalty if Covered Entity believes that cure is not reasonably
possible; or (c) if neither termination nor cure are feasible, Covered Entity shall report the breach to the Secretary.
Covered Entity has the right to seek to cure any breach by Business Associate and tllis right, regardless of whether
Covered Entity cures such breach, does not lessen any right or remedy available to Covered Entity at law, in equity, or
STATE OF VERMONT
CONTRACT FOR SERVICES
Page 11 005
Contract # 18252
Amendment #1
under the grant or letter of agreement, nor does it lessen Business Associate's responsibility for such breach or its duty
to cure such breach.
14.
RetllrnlDestmctioll of PHI.
14.1
Business Associate in comlection with the expiration or termination of the grant or letter of agreement shall
return or destroy, at the discretion of the Covered Entity, all PH! received from Covered Entity or created or received
by Business Associate on behalf of Covered Entity pursuant to this grant or letter of agreement that Business
Associate still maintains in any form or medium (including electronic) within thirty (30) days after such expiration or
termination. Business Associate shall not retain any copies ofthe PHI. Business Associate shall certify in writing for
Covered Entity (1) when all PH! has been retumed or destroyed and (2) that Business Associate does not continue to
maintain any PHI. Business Associate is to provide this certification during this thirty (30) day period.
14.2
Business Associate shall provide to Covered Entity notification of any conditions that Business Associate
believes make the retum or destruction of PHI infeasible. If Covered Entity agrees that retum or destruction is
infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and
disclosures of such PHI to those purposes that make the retum or destruction infeasible for so long as Business
Associate maintains such PHI.
15.
Penalties and Training. Business Associate understands that: (a) there may be civil or criminal penalties for misuse
or misappropriation of PHI and (b) violations of this Agreement may result in notification by Covered Entity to law
enforcement officials and regulatory, accreditation, and licensure organizations. If requested by Covered Entity, Business
Associate shall participate in training regarding the use, confidentiality, and security of PHI.
16.
Security R.ule Obligatious. The following provisions of this section apply to the extent that Business Associate
creates, receives, maintains or transmits Electronic PHI on behalf of Covered Entity.
16.1
Business Associate shall implement and use administrative, physical, and technical safeguards in compliance
with 45 CPR sections 164.308, 164.310, and 164.312 with respect to the Electronic PHI that it creates, receives,
maintains or transmits on behalf of Covered Eutity. Business Associate shall identify in writing upon request from
Covered Entity all of the safeguards that it uses to protect such Electronic PHI.
16.2
Business Associate shall ensure that any agent (including a subcontractor) to whom it provides Electronic PHI
agrees in a written agreement to implement and use administrative, physical, and technical safeguards that reasonably
and appropriately protect the Confidentiality, Integrity and Availability of the Electronic PHI. Business Associate
must enter into this written agreement before any use or disclosure of Electronic PHI by such agent. The written
agreement must ideutify Covered Entity as a direct and intended third party beneficiary with the right to enforce any
breach of the agreement conceming the use or disclosure of Electronic PHI. Business Associate shall provide a copy
of the written agreement to Covered Entity upon request. Business Associate may not make any disclosure of
Electronie PHI to any agent without the prior written consent of Covered Entity.
16.3
Business Associate shall report in writing to Covered Entity any Security Incident pertaining to such
Electronic PHI (whether involving Business Associate or an agent, including a subcontractor). Business Associate
shall provide tlllS written report as soon as it becomes aware of any such Security Incident, and in no case later than
three (3) business days after it becomes aware of the incident. Business Associate shall provide Covered Entity with
the information necessary for Covered Entity to investigate any such Security Incident.
16.4
Business Associate shall comply with any reasonable policies and procedures Covered Entity implements to
obtain compliance under the Security Rule.
17.
Miscellaneous.
STATE OF VERMONT
CONTRACT FOR SERVICES
Page 12 of 15
Contract # 18252
Amendment #1
17.1 In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the grant,
the terms of this Agreement shall govern with respect to its snbject matter. Otherwise, the tenns of the grant or letter
of agreement continue in effect.
17.2
Business Associate shall cooperate with Covered Entity to amend this Agreement from time to time as is
necessary for Covered Entity to comply with the Privacy Rule, the Security Rule, or any other standards promulgated
under HIP AA.
17.3
Any ambiguity in tIns Agreement shall be resolved to pennit Covered Entity to comply with the Privacy Rule,
Security Rule, or any other standards promulgated under HIPAA.
In addition to applicable Vermont law, the parties shall rely on applicable federal law (e.g., HIPAA, the
17.4
Privacy Rule and Security Rule) in construing the meaning and effect of this Agreement.
17.5
As between Business Associate and Covered Entity, Covered Entity owns all PHI provided by Covered Entity
to Business Associate or created or received by Business Associate on behalf of Covered Entity.
17.6
Busiuess Associate shall abide by the tenns and conditions of this Agreement with respect to all PHI it
receives from Covered Entity or creates or receives on behalf of Covered Entity even if some of that information
relates to specific services for which Business Associate may not be a "Business Associate" of Covered Entity under
the Privacy Rule.
17.7
The provisions of this Agreement that by their tenns encompass continuing rights or responsibilities shall
survive the expiration or tenmnation of this Agreement. For example: (a) the provisions of this Agreement shall
continue to apply if Covered Entity detennines that it would be infeasible for Business Associate to return or destroy
PHI as provided in Section 14.2 and (b) the obligation of Business Associate to provide an accounting of disclosures
as set forth in Section II survives the expiration or temunation of this Agreement with respect to accounting requests,
if any, made after such expiration or tennination.
Attachment E - AHS Revised 01131111
STATE OF VERMONT
CONTRACT FOR SERVICES
Page 13 005
Contract # 18252
Amendment #1
ATTACHMENT F
AGENCY OF HUMAN SERVICES' CUSTOMARY CONTRACT PROVISIONS
I. Agency of Human Services -Field Services Directors will share oversight with the department (or field office) that is a
party to the contract for provider performance using outcomes, processes, terms and conditions agreed to under this
contract.
2. 2-1-1 Data Base: The Contractor providing a health or human services within Vermont, or near the border that is readily
accessible to residents of Vermont, will provide relevant descriptive information regarding its agency, programs and/or
contact and will adhere to the "Inclusion/Exclusion" policy of Vermont's United WayIVermont 211. If included, the
Contractor will provide accurate and up to date information to their data base as needed. The "Inclusion/Exclusion" policy
can be found at www.vennont211.org
3. Medicaid Program Contractors:
Inspection of Records: Any contracts accessing payments for services through the Global Connnitment to Health Waiver
and Vennont Medicaid program must fulfill state and federal legal requirements to enable the Agency of Human Services
(AHS), the United States Department of Health and Human Services (DHHS) and the Government Accounting Office
(GAO) to:
Evaluate through inspection or other means the quality, appropriateness, and timeliness of services performed; and
Inspect and audit any financial records of such Contractor or subcontractor.
Subcontracting for Medicaid Services: Having a subcontract does not tenrunate the Contractor, receiving funds under
Vermont's Medicaid program, from its responsibility to ensure that all activities under this agreement are carried out.
Snbcontracts must specify the activities and reporting responsibilities of the Contractor or subcontractor and provide for
revoking delegation or imposing other sanctions if the Contractor or subcontractor's performance is inadequate. The
Contractor agrees to make available upon request to the Agency of Human Services; the Department of Vermont Health
Access; the Department of Disabilities, Aging and Independent Living; and the Center for Medicare and Medicaid
Services (CMS) all contracts and snbcontracts between the Contractor and service providers.
Medicaid Notification of Terrnination Reguirements: Any Contractor accessing payments for services under the Global
Connnitment to Health Waiver and Medicaid programs who terminates their practice will follow the Department of
Vermont Health Access, Managed Care Organization enrollee notification requirements.
Encounter Data: Any Contractor accessing payments for services through the Global Commitment to Health Waiver and
Vermont Medicaid programs must provide encounter data to the Agency of Human Services and/or its departments and
ensure that it can be linked to enrollee eligibility files maintained by the State.
Federal Medicaid System Security Requirements Compliance: All contractors and subcontractors must provide a security
plan, risk assessment, and security controls review document within three months of the start date of this agreement (and
update it annually thereafter) to support audit compliance with 45CFR95.621 subpart F, ADP (Automated Data
Processing) System Security ReqUirements and Review Process.
4. Non-discrimination Based on National Origin as evidenced by Limited English Proficiency. The Contractor agrees
to comply with the non-discrimination requirements of Title VI ofthe Civil Rights Act of 1964,42 USC Section 2000d, et
seq., and with the federal guidelines promulgated pursuant to Executive Order 13166 of 2000, which require that
contractors and subcontractors receiving federal funds must assure that persons with limited English proficiency can
meaningfully access services. To the extent the Contractor provides assistance to individuals with limited English
proficiency through the use of oral or written translation or interpretive services in compliance with this requirement, such
individuals cannot be required to pay for such services.
5. Voter Registration. When designated by the Secretary of State, the Contractor agrees to become a voter registration
agency as defined by 17 V.S.A. §2l03 (41), and to comply with the requirements of state and federal law pertaining to
such agencies.
6.
Drug Free Workplace Act. The Contractor will assure a drug-free workplace in accordance witl145 CFR Part 76.
7.
Privacy and Security Standards.
STATE OF VERMONT
CONTRACT FOR SERVICES
Page 14 of15
Contract # 18252
Amendment #1
Protected Health Infonnation: The Contractor shall maintain the privacy and security of all individually identifiable health
infonnation acquired by or provided to it as a part of the perfonnanee of this contract. The Contractor shaIl foIlow federal
and state law relating to privacy and security of individually identifiable health infonnation as applicable, including the
Health Insurance Portability and Accountability Act (HIP AA) and its federal regulations .
.substance Abuse Treatment Infonnation: The confidentiality of any alcohol and drug abuse treatment infonnation
acqnired by or provided to the Contractor or snbcontractor shaIl be maintained in compliance with any applicable state or
federal laws or regulations and specifically set out in 42 CFR Part 2.
Other Confidential Consumer Infonnation: The Contractor agrees to comply with the requirements of AHS Rule No. 08048 conceming access to infonnation. The Contractor agrees to comply with any applicable Vennont State Statute,
including but not limited to 12 VSA §16l2 and any applicable Board of Health confidentiality regulations. The Contractor
shall ensure that all of its employees and subcontractors perfonning services under this agreement understand the sensitive
nature of the infomlation that they may have access to and sign an affinnation of understanding regarding the
infonnation's confidential and non-public nature.
Social Security numbers: The Contractor agrees to comply with all applicable Vermont State Statutes to assure protection
and security of personal infonnation, including protection from identity theft as ontlined in Title 9, Vennont Statutes
Atmotated, Ch. 62.
8. Abuse Registry. The Contractor agrees not to employ any individual, use any volunteer, or otherwise provid
reimbursement to any individual in the perfonnance of services cOlmected with this agreement, who provides care, custody
treatment, transportation, or supervision to children or vulnerable adults if there is a substantiation of abuse or neglect 0
exploitation against that individual. The Contractor will check the Adult Abuse Registry in the Department of Disabilitie,
Aging and Independent Living. Unless the Contractor holds a valid child care license or registration from the Division 0
Child Development, Department for Children and Families, the Contractor shall also check the Central Child Protecti01
Registry. (See 33 V.SA §4919(a)(3) & 33 V.S.A. §6911(c)(3».
9. Reporting of Abnse, Neglect, or Exploitation. Consistent with provisions of 33 V.S.A. §4913(a) and §6903, any agent
or employee of a Contractor who, in the performance of services connected with this agreement, has contact with clients
or is a caregiver and who has reasonable cause to believe that a child or vulnerable adult has been abused or neglected as
defined in Chapter 49 or abused, neglected, or exploited as defined in Chapter 69 of Title 33 V.S.A. shall make a report
involving children to the Commissioner of the Department for Children and Families within 24 hours or a report involving
vulnerable adults to the Division of Licensing and Protection at the Department of Disabilities, Aging, and Independent
Living within 48 hours. This requirement applies except in those instances where particular roles and functions are
exempt from reporting under state and federal law. Reports involving children shall contain the infonnation required by
33 V.S.A. §4914. Reports involving vulnerable adults shall contain the infonnation required by 33 V.S.A. §6904. The
Contractor will ensure that its agents or employees receive training on the reporting of abuse or neglect to children and
abuse, neglect or exploitation of vulnerable adults.
10. Intellectual PropertyiWork Product Ownership. All data, technical infonnation, materials first gathered, originated,
developed, prepared, or obtained as a condition of this agreement and used in the perfoTInance of this agreement including, but not limited to all reports, surveys, plans, charts, literature, brochures, mailings, recordings (video or audio),
pictures, drawings, analyses, graphic representations, software computer programs and accompanying documentation and
printouts, notes and memoranda, written procedures and documents, which are prepared for or obtained specifically for
this agreement - or are a result of the services required under this grant - shall be considered "work for hire" and remain
the property of the State of Vennont, regardless of the state of completion - unless otherwise specified in this agreement.
Such items shall be delivered to the State of Vennont upon 30 days notice by the State. With respect to software computer
programs and / or source codes first developed for the State, all the work shall be considered "work for hire," i.e., the
State, not the Contractor or subcontractor, shall have full and complete ownership of all software computer programs,
documentation and/or source codes developed.
The Contractor shall not sell or copyright a work product or item produced under this agreement without explicit
permission from the State.
If the Contractor is operating a system or application on behalf of the State of Vennont, then the Contractor shall not
make infonnation entered into the system or application available for uses by any other party than the State of Vennant,
without prior authorization by the State. Nothing herein shall entitle the State to pre-existing Contractor's materials.
STATE OF VERMONT
CONTRACT FOR SERVICES
Page 15 of 15
Contract # 18252
Amendment #1
11. Security and Data Transfers. The State shall work with the Contractor to ensure compliance with all applicable State
and Agency of Human Services' policies and standards, especially those related to privacy and security. The State will
advise the Contractor of any new policies, procedures, or protocols developed during the (enn of this agreement as they
are issued and will work with the Contractor to implement any required.
The Contractor will ensure the physical and data security associated with computer equipment - iucluding desktops,
notebooks, and other portable devices - used in comlection with this agreement. The Contractor will also assure that any
media or mechanism used to store or transfer data to or from the State includes industry standard security mechanisms
such as continually up-to-date mal ware protection and encryption. The Contractor will make every reasonable effort to
ensure media or data files transferred to the State are virus and spyware free. At the conclusion of this agreement and after
successful delivery of the data to the State, the Contractor shall securely delete data (including archival backups) from the
Contractor's equipment that contains individually identifiable records, in accordance with standards adopted by the
Agency ofI-Iuman Services.
12. Computing and Communication: The Contractor shall select, in consultation with the Agency of Human Services'
Information Technology unit, one of the approved methods for secure access to the State's systems and data, if required.
Approved methods are based on the type of work perfonned by the Contractor as part of this agreement. Options include,
but are not limited to:
1.
Contractor's provision of certified compnting equipment, peripherals and mobile devices, on a separate Contractor's
network with separate internet access. The Agency of Human Services' accounts mayor may not be provided.
2.
State supplied and managed equipment and accounts to access state applications and data, including State issued
active directory accounts and application specific accounts, which follow the National Institutes of Standards and
Technology (NIST) security and the Health msurance Portability & Accountability Act (HlPAA) standards. The State
will not supply e-mail acconnts to the Contractor.
13. Lobbying. No federal funds under tlus agreement may be used to influence or attempt to influence an officer or employee
of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in
comlection with the awarding of any federal contract, continuation, renewal, amendments other than federal appropriated
funds.
14. Non-discrimination. The Contractor will prolubit discrimination on the basis of age under the Age Discrimination Act of
1975, on the basis of handicap under section 504 of the Rehabilitation Act of 1973, on the basis of sex under Title IX of
the Education Amendments of 1972, or on the basis of race, color or national origin under Title VI of the Civil Rights Act
of 1964. No person shall on the grounds of sex (including, in the case of a woman, on the grounds that the woman is
pregnant) or on the grounds of religion, be excluded from participation in, be denied the benefits of, or be subjected to
discrimination, to include sexual harassment, under any program or activity snpported by state and/or federal funds.
The Contractor will also not refuse, withhold from or deny to any person the benefit of services, facilities, goods,
privileges, advantages, or benefits of public accommodation on the basis of disability, race, creed, color, national origin,
marital status, sex, sexual orientation or gender identity under Title 9 V.S.A. Chapter 139.
15. Environmental Tobacco Smoke. Public Law 103-227, also known as the Pro-children Act of 1994 (Act), rcquires that
smoking not be pennitted in any portion of any indoor facility owned or leased or contracted for by an entity and used
routinely or regularly for the provision of health, child care, early childhood development services, education or library
services to children under the age of 18, if the serviccs are funded by federal programs either directly or through state or
local governments, by federal grant, contract, loan or loan guarantee. The law also applies to children's services that are
provided in indoor facilities that are constructed, operated, or maintained with such Federal funds.
The law does not apply to children's services provided in private residences; portions of facilities used for inpatient drug
or alcohol treatment; service providers whose sale source of applicable federal fnnds is Medicare or Medicaid; or facilities
where Women, mfants, & Children (WIC) coupons are redeemed. Failure to comply with the provisions of the law may
result in the imposition of a civil monetary penalty of up to $1,000 for each violation and/or the imposition of an
administrative compliance order on the responsible entity.
Contractors are prohibited from promoting the use of tobacco products for all clients. Facilities supported by state and
federal funds are prohibited from making tobacco products available to minors.
Attachment F - Revised AHS 12110110
