~lAl.1'., Ul:4 V .l'.,.KlVlUl'H LUl'l lKALl ~UlVllVlAKr Al'llJ L.l'.,Klll:4-1LA11Ul'I - - - - - - - - - - -1:4orm AA-H lJ-'/1~/.Wl /J

Note: All s'cctions must hll Mmolctctl. lncomolctc forms \Viii be returned to the ori1tinntin1? dconrlmcnt-.
CONTRACT INFORMATION:
Agency/Department: AHS/Department of Corrections
Contract #: 29960 Amendment #: 1
Centurion ofVermont, LLC
Vendor Name:
VISION Vendor No: 339936
1539 Spring Hill Road, Suite 600, Vienna, VA 22182
Vendor Address:
1/31/2019
Starting Date:
9/15/2015
Amendment Date: 1/31/2018
Ending Date:
Summary of agreement or amendment: Amendment to extend term, increase amount, update attachments and Hosting information.

I.

II. FINANCIAL & ACCOUNTING INFORMATION
Maximum Payable:
Prior Maximum:
$1,194,424.20
Current Amendment: $170,961.20

Prior Contract # (If Renewal):

B

VISION Account(s): 507500;

l

- [notes:

16.70

% Cumulative Change:

Cumulative amendments: $ 170,961.20

.

Business Unit(s : 3520;
Estimated
~
%GF
%Tr
Funding Split:

$ 1,023,463.00

%SF
%GC

B

L J % .Other
(name)

%EF
% FF

ill. PROCUREMENT & PERFORMANCE INFORMATION (section A & B)
A.

The agency has taken reasonable steps to control the price of the contract and to allow qualified organizations to compete for the work authorized by
this contract. The agency has done this through:

Q

[gl Standard Bid/RFP
B.

Simplified

D Sole Source

D Qualification Based Selection

D

Statutory

Contract includes performance measures/guarantees to ensure the quality and/or results of the service? [8J Yes

D

No

IV. TYPE OF AGREEMENT (select all that apply)

D Personal Service
D Construction D Arch/Eng. D Marketing [8J Info. Tech. [2J Prof. Service
C8J Non-Personal Service
D Commodity
nRetireeiFormer SOV EE n Financial Trans □ Zero-Dollar O Privatization
v. SUITABILITY FOR CONTRACT FOR SERVICE

n

Other

Does this contract meet the determination of an Independent Contractor? If "NO", the
contractor must be set up and paid on payroll throujl;h the VTHR system.
VI. CONTRACTING PLAN APPLICABLE
Is any element of this contract subject to a pre-approved Agency/Dept. Contracting Waiver Plan? D Yes 12:J No

[gl Yes

0No On/a

VII.

CONFLICT OF INTEREST
By signing below, I (Agency/Dept. !lead) certify that no person able to control or influence award of this contract had a pecuniary interest in its award or
performance, either personally or through a member of his or her household, family, or business,
Is there an "appearance ' of a conflict of interest so that a reasonable person may conclude that this party was
D Yes 12:1 No selected
for improper reasons: (If yes, explain)
VIII. PRIOR APPROVALS REQUIRED OR REQUESTED
Agreement must be Certified by the Attorney General under 3 V.S.A. § 342 (sign line #4 below)
12:1 Yes 0 No
Yes
(AAG initial)
Attorney
General review As To Form is required or requested:
0
No
12:1
Agreement must be approved by the Secretary of ADS/CIO
12:1 Yes 0 No
Agreement must be approved by the CMO: for Marketing services over $25,000
12:J No
□ Yes
Yes
Agreement must be approved by Comm. Human Resources: for Privatization, Retirees, Former Employees, & if a
12:i
No
□
Contract fails the IRS test.
Agreement must be approved by the Secretary of Administration
12:1 Yes 0 No
e-Signed by Diane Nealv
on ~(,J.18~07-05 16:08::>~ \.:iM 1
IX. AGENCY/DEPARTMENT HEAD CERTIFICATION: .APPROVAL

I have made reasonable inquiry ,1s

,/;11,(
1-Da~e

I

1he az,·acy of~e above information (sign in order):

2-Date

1-Aeencv/Deoartment Head

e-Signed by Clarence Davis
on 2018-07-05 16:16:55 GMT

2-Ae:encv Secretary (if reauired)

e-Signed by Shawn Nailor
lnQ..2.Q1Sl._n7_17 1~·"i1 ·':i.A t .~AT

3a-Date

3a-Cl0

3b-Da✓

,/

.lbtCMO

~fa/Id'r ~~&~

4-Dtfte

4-Attorncv Gcntr~

/

-

3c-Date

Jc-Commissioner DHR
"
e-Signed
by Brad Ferland
on 2018-07-19 12:19:58 GMT

S-Date

5-Secretary of Administration

/

e-Signed by Peter Kipp
on 2018-07-05 16:36:23 GMT

e-Signed by Candace Elmquist
on 2018-07-17 19:15:24 GMT

State ofVermont
Department of Corrections
NOB 2 South, 280 State Drive
Waterbury, VT 05671-2 000
doc.vermont.gov

Agency of Human Services
[phone]

802-241-2442

[phone]

802-241-0000

[fax]

802-241-0020

Memorandum
To:

Susanne Young, Secretary of Administration

Date: June 1, 20 ~

-

From: Lisa Menard, Commissioner, Department of Corrections
Re:

Retroactive Amendment to Contract #29960, Centurion of Vermont

The Electronic Health Record (EHR) and Inmate Health Services contract were procured through
the same RFP process. As these are very complex contracts, the process takes nearly two years
from the time the RFP is drafted until the time there is an executed contract. Additionally, the
EHR is a system that we anticipated would cost in the $1m-$2m range. Because of these reasons,
a waiver was requested for the health services contracts (EHR and health services jointly) for a
3+ 1+ 1 term, which has been standard for the previous health services contracts. Given the time it
takes to complete, the number of staff that the vendor needs to recruit, and the learning curve for
any new vendor, a longer contract term is beneficial.
The Department of Corrections (DOC) drafted an amendment and sent to the contractor for
initial review in July 201 7. While Centurion was amenable to the language, their subcontractors
(who provide the service, maintenance, and support of the EHR system) were not able to agree to
certain changes to Attachments C and E and were concerned that their subcontracts could be
jeopardized if/when Centurion signed the amendment. The attachments changed again during
these conversations, causing the contractor and its subcontractors to have to start from the
beginning. They were unable to meet and collectively agree to the terms or what specific items
would need to be changed in order for them to all comply with the contract provisions in the
amendment. As this is a system that cannot have a lapse, the contract includes language that
states that the service will be operational for one full year after the agreed upon end date of the
contract (it takes at least this long to implement and then migrate to a new system). The DOC
and Centurion agreed that the contract was going to end, but that services and support would still
continue while we worked towards an agreement on contract amendment language. It has taken
several months, but we finally are able to present a contract with terms that the contractor and its
subs can agree to. There were many items that posed a challenge, but the more significant issues
identified were:

ATTACHMENT "C"
•
•
•
•
•

Section 8 (Insurance): increase general aggregate insurance limit to $2,000,000;
add $1,000,000 personal & advertising injury
Section 10 (False Claims Act): need to add per Section 19
Section 11 (Whistleblower Protections): need to add per Section 19
Section 31 (State Facilities): need to add per Section 19
Section 32 (Location of State Data): need to add per Section 19

ATTACHMENT "D"
•

•

•

•

•
•

Section 6.5 (Redundant Back-Up): per Kalleo, Centurion proposed to eliminate
this section. Kalleo mentioned that this was discussed with Lucas when
implementing the original contract, and it was acknowledged that this could not
be done. The section was modified.
Section 7.1 (General Representations and Warranties): request to eliminate
subsection (b) of Section 7 .1 (iv) as Centurion does not have authority to license
CorrecTek's software. Instead, Vermont maintains its own perpetual license to
use CorrecTek's software through a separate contract directly with CorrecTek.
Section 8 (Professional Liability and Cyber Liability Insurance Coverage): need
to change back to original wording of contract where Centurion acknowledged to
Vermont that they would require CorrecTek to maintain this coverage. In
addition, coverage limits were raised, requiring additional negotiations with the
Contractor and Subcontractor.
Section 6 (Security of State Information): need to add Sections 6.1, 6.2, 6.3, 6.4
and 6.6 to Kalleo subcontract. Kalleo already does this, but it is not worded as
such in its subcontract.
Section 7.1 (General Representations and Warranties): need to add subsection (vi)
only.
Section 15 (Audit Rights): need to add provision that captures the essence of
what may be required from subcontractors.

ATTACHMENT "F"
•
•
•

Section 5 (Non-Discrimination): need to add specific language.
Section 6 (Employees and Independent Contractors): need to add specific
language.
Section 7 (Data Protection and Privacy): need to add following
subsections: Substance Abuse Treatment Information, Protection of Personal
Information, Other Confidential Consumer Information, and Data Breaches to the
extent applicable.

The DOC is currently finalizing the RFP for the future Comprehensive Correctional Healthcare
Services and Electronic Health Record which will be released once it has been fully reviewed.
The amendment for the health services contract is currently being negotiated and will provide for
the 5th and final year of this contract (which would expire on 1/31/2020). The RFP for the
21Page

services being requested will result in contracts for these services to begin on or before 2/1/2020.
As the procurement process for these services is significantly longer than most other DOC
contracts, it would not be possible to issue an RFP for just the EHR at this time. Not only would
this compete with the more extensive RFP that will be released in the next several months, but it
could ultimately lead to a contract that would be replaced almost immediately and could also
require migrating systems more than once in a very short span of time. The DOC would also not
have a contract for this service for potentially another several months.
Due to the above noted reasons, the DOC is requesting approval for a retroactive amendment for
contract #29960.

3IPage

~

YERMONT

State ofVermont
Department of Corrections
NOB 2 South, 280 State Drive
Waterbury, VT 05671-2000
doc.vermont.gov

Agency of Human Services
[phone]

802-241-2442

[phone]

802-241-0000

[fax]

802-241-0020

Memorandum
To:

Susanne Young, Secretary of Administration

Date: June 1, 20l u_

/JI'............_

_

e-Signed by Bradley Ferland
on201a~o6-04 20 :10:55 GMT
e-Signed by Candace Elmquist
on 2018~06-04 20:00:25 GMT

From: Lisa Menard, Commissioner, Department of Corrections
Re:

Retroactive Amendment to Contract #29960, Centurion of Vermont

The Electronic Health Record (EHR) and Inmate Health Services contract were procured through
the same RFP process. As these are very complex contracts, the process takes nearly two years
from the time the RFP is drafted until the time there is an executed contract. Additionally, the
EHR is a system that we anticipated would cost in the $1 m-$2m range. Because of these reasons,
a waiver was requested for the health services contracts (EHR and health services jointly) for a
3+ 1+ 1 term, which has been standard for the previous health services contracts. Given the time it
takes to complete, the number of staff that the vendor -needs to recruit, and the learning curve for
any new vendor, a longer contract term is beneficial.
The Department of Corrections (DOC) drafted an amendment and sent to the contractor for
initial review in July 2017. While Centurion was amenable to the language, their subcontractors
(who provide the service, maintenance, and support of the EHR system) were not able to agree to
certain changes to Attachments C and E and were concerned that their subcontracts could be
jeopardized if/when Centurion signed the amendment. The attachments changed again during
these conversations, causing the contractor and its subcontractors to have to start from the
beginning. They were unable to meet and collectively agree to the terms or what specific items
would need to be changed in order for them to all comply with the contract provisions in the
amendment. As this is a system that cannot have a lapse, the contract includes language that
states that the service will be operational for one full year after the agreed upon end date of the
contract (it takes at least this long to implement and then migrate to a new system). The DOC
and Centurion agreed that the contract was going to end, but that services and support would still
continue while we worked towards an agreement on contract amendment language. It has taken
several months, but we finally are able to present a contract with terms that the contractor and its
subs can agree to. There were many items that posed a challenge, but the more significant issues
identified were:

ATTACHMENT "C"

•
•
•
•
•

Section 8 (Insurance): increase general aggregate insurance limit to $2,000,000;
add $1,000,000 personal & advertising injury
Section 10 (False Claims Act): need to add per Section 19
Section 11 (Whistleblower Protections): need to add per Section 19
Section 31 (State Facilities): need to add per Section 19
Section 32 (Location of State Data): need to add per Section 19

ATTACHMENT "D"

•

•

•

•

•
•

Section 6.5 (Redundant Back-Up): per Kalleo, Centurion proposed to eliminate
this section. Kalleo mentioned that this was discussed with Lucas when
implementing the original contract, and it was acknowledged that this could not
be done. The section was modified.
Section 7.1 (General Representations and Warranties): request to eliminate
subsection (b) of Section 7.l(iv) as Centurion does not have authority to license
CorrecTek's software. Instead, Vermont maintains its own perpetual license to
use CorrecTek's software through a separate contract directly with CorrecTek.
Section 8 (Professional Liability and Cyber Liability Insurance Coverage): need
to change back to original wording of contract where Centurion acknowledged to
Vermont that they would require CorrecTek to maintain this coverage. In
addition, coverage limits were raised, requiring additional negotiations with the
Contractor and Subcontractor.
Section 6 (Security of State Information): need to add Sections 6.1, 6.2, 6.3, 6.4
and 6.6 to Kalleo subcontract. Kalleo already does this, but it is not worded as
such in its subcontract.
Sect10n 7.1 (General Representations and Warranties): need to add subsection (vi)
only.
Section 15 (Audit Rights): need to add provision that captures the essence of
what may be required from subcontractors.

ATTACHMENT "F"

•
•
•

Section 5 (Non-Discrimination): need to add specific language.
Section 6 (Employees and Independent Contractors): need to add specific
language.
Section 7 (Data Protection and Privacy): need to add following
subsections: Substance Abuse Treatment Information, Protection of Personal
Information, Other Confidential Consumer Information, and Data Breaches to the
extent applicable.

The DOC is currently finalizing the RFP for the future Comprehensive Correctional Healthcare
Services and Electronic Health Record which will be released once it has been fully reviewed.
The.amendment for the health services contract is currently being negotiated and will provide for
the 5th and final year of this contract (which would expire on 1/31/2020). The RFP for the
21Page

services being requested will result in contracts for these services to begin on or before 2/1/2020.
As the procurement process for these services is significantly longer than most other DOC
contracts, it would not be possible to issue an RFP for just the EHR at this time. Not only would
this compete with the more extensive RFP that will be released in the next several months, but it
co.uld ultimately lead to a contract that would be replaced almost immediately and could also
require migrating systems more than once in a very short span of time. The DOC would. also not
have a contract for this service for potentially another several months.
Due to the above noted reasons, the DOC is requesting approval for a retroactive amendment for
contract #29960.

3IPage

Page 1 of26
Contract #29960
Amendment #1

STATE OF VERMONT
CONTRACT FOR SERVICES

AMENDMENT
It is agreed by and between the State of Vermont, Department of Corrections (hereafter called "State") and
Centurion of Vermont, LLC with a principal place of business in 1539 Spring Hill Road, Suite 600, Vienna, VA
22182 (hereafter called "Contractor") that contract #29960 dated 10/22/15 between said State and Contractor is
hereby amended as follows:
To change Page 1, 3. Maximum Amount, from $1 ,023,463 to $1 ,194,424.20.
To change Page 1, 4. Contract Te1m, from end on 1/31/18 to end on 1/31/19.
To replace existing Attachment A, Page 19, Section k with the following:
k. Network Design, System Design; and Technical Documentation.
The Contractor shall provide Network, System and Technical Design documentation to include the
following:

• CorrecTek Cloud Architecture
• Connectivity
• Security
• Fault Tolerance
• Backups and Disaster Recovery
• Supported Client Hardware
• Supported Procedures

If at any time there are changes to the network, system or technical design, the Contractor shall supply the
State with updated documentation that accurately reflect the current design. This documentation should be
provided in accordance with "7. MILESTONES" which allows 30 days for completion.
To replace Attachment A, Page 26, Section r, 1, 2, 4, and 5 with the following:
r. The Hosting Environment

1. The Contractor shall manage the project where the EHR vendor shall install their software in an
environment hosted by Kalleo (http://www2.ka11eo.net/). The contractor hosted solution shall provide a
maximum Recovery Point Objective (RPO) ofno greater than 24 hours and a maximum Recovery Time
Objective (RTO) of no greater than 4 hours in a disaster recovery event and shall provide a maximum
RPO of no greater than 10 minutes and RTO of no greater than 2 hours for incidents within the hosting
facility. The contractor shall provide the State with two (2) environments: (1) production environment; (2)
test environment. The test environments shall mirror the production environment, except in the capacity of
users, and shall also be utilized for training by the State.
2. The specifics of the Contractor' s hosting partner's service level performance requirements shall be
made available to the State's Department oflnforrnation and Innovation with-in 15days after signing of
this contract. Failure to provide documentation will hold this written contract in breach.
4. Any third party hosting environment on which the State's System is hosted shall meet the requirements
of this Contract. The State will have no direct contractual relationship with the hosting provider, nor any

STATE OF VERMONT
CONTRACT FOR SERVICES

Page 2 of26
Contract #29960
Amendment #1
obligation to manage the Contractor's relationship with a hosting provider. Requirements herein for State
access to the hosting platform shall be for compliance monitoring purposes only and shall in no way
relieve the Contractor of its obligations with respect to managing its agreement with the hosting provider
or in meeting the requirements of this Contract.

5. The Contractor shall ensure extract offull SQL Backups from the database once per day, differential
SQL Backups every 2 hours, and transaction logs every 10 minutes. Onsite File Backups (including SQL
Backup files, differentials, and transaction logs) will be backed up each night to an onsite storage network.
Offsite File Backups will be backed up each night to a "hardened" offsite storage facility. Backup copies
will be stored and transferred using at least 256bit encryption and ojfsite copies will be stored more than
500 miles away.
To replace existing Attachment A, Page 29, Sections, paragraph 1 with the following:

s. DATA PORTABILITY; ACCESS TO STATE DATA
Contractor's hosting service includes performing daily back-ups of the State's data. If the State requests a
copy of these back-ups, a copy shall be available to the State and individuals as authorized by the State.
In order to obtain the back-ups, the State shall need to provide a server to store the back-ups.
To replace Attachment B, Page 41, Hosting Fees with the following:
HOSTING FEES:
Hosting fees are based on a 20GB per user flat fee, with a $1 per GB overage fee, and Microsoft licensing costs
evaluated in relation to the previous service period, based on 138 workstations (PCs, laptops and tablets) and
211 users. Maximum payment shall not to exceed a 5% increase over the previous payment period assuming
the same number of users and the same number of workstations (PCs, laptops and tablets). Contractor shall
provide an invoice with detailed billing information related to each of the separate hosting fees.
System Hosting Fees

Cost per
year

Construction and

Invoice

Maximum
Payment
for 12month
Service
Period

$39,600

Contractor shall invoice the State once the
Application is available to State users in the Hosting
environment. If system's go-live date occurs before
the end of this payment period, the pro-rated amount
equal to the amount of months remaining in Year I
shall be credited by Contractor to Year 2 System
Hosting Fees .

$35208

Contractor shall invoice the State once the
Application is available to State users in the Hosting
environment. If system's go-live date occurs before
the end of this payment period, the pro-rated amount
equal to the amount of months remaining in Year I
shall be paid.

Based on evaluation of costs,

Configuration Hosting

Pro-rated

not to exceed $3,300 per

Period (Year I)

per month

month.

Based on evaluation of costs,
Microsoft Licens ing

Pro-rated

not to exceed $2934 per

Fees

per month

month.

Invoice Date

Based on evaluation of costs,
System H osting Fees

Yearly

not to exceed a 5% increase

Year 2 :

billing

over previous p eriod

$41,580

Contractor shall invoice for full amount upon
implementation (Go Live date) of system

Page3 of26
Contract #29960
Amendment #1

STATE OF VERMONT
CONTRACT FOR SERVICES

Microsoft Licensing
Fees Year2
System Hosting Fees
Year 3:
Microsoft. Licensing
Fees Year 3
System Hosting Fees
(Optional Year 4):
Microsoft Licensing
Fees Year (Optional
Year 4)
System Hosting Fees
(Optional Year 5):
Microsoft Licensing
Fees Year (Optionol
Year 5)

Pro-rated
per month
Yearly
billing

Pro-rated
oermonth
Yearly
billing

Pro-rated
oermonlh
Yearly
billing

Pro-rated
per month

Based on evaluation ·o r costs,
not to exceed s 5% increase
over previous period
Based on evaluation of costs,
~ot to exceed a S% increase
10ver previous period
~ased on evaluation of costs,
~ol to exceed a 5% Increase
over previous period
811.Sed on cvalualion or costs,
not lo exceed a 5% increase
over previous pcrlo<I
130.~cd on cvnluetion of costs,
not to c~cccd 11 5% increase
over orcvious ocriod
l'Ja.scd on evaluation or costs,
not to exceed a S% increase
over previous period
~3uscd on cvaluotlon or costs,
inm 10 exceed e 5% increase
10vcr previous period

$36,968

Contractor shall invoice for full amount upon
implementation (Go Live date) of system

$91,287.00

Contractor shall invoice for full amounl upon the start
of the Current Service Period on the anniversary of
the Go Live date

$45,419.49

Contractor shall invoice for full amount upon lhe start
of the Current Service Period on the annivcrury of
the Go Live date

$95,851.35

Contractor shall invoice for full amount upon the start
of the Current Service Period
$47,690.47

Contractor shall invoice for full amount ui,on the start
or the Current Service Period
Sl00,643.90

Contractor shall invoice for full amount upon lhe start
of the Current Service Period
$50,074.99

Contractor shall invoice for full amount uf!On the start
of the Current Service Period

To replace existing Attachment C with new Attachment C, revised December 15, 2017.
To replace.existing Attachment D with new Attachment D, revised April 27, 2017.
To replace existing Attachment F with new Attachment F, revised May 15, 2018.
Except as modified by this above amendment, and any and all previous amendments to this contract, all provisions
of this contract #96620 dated 10/22/J 5 shall remain unchanged and in full force and effect.
The effective date ofthis amendment is 1/31/2018.
WE, THE UNDERSIGNED PARTIES, AGREE TO BE BOUND BY THE TERMS OF THIS CONTRACT AS
AMENDED.
STATE OF VERMONT
AGENCY OF HUMAN SERVICES
DEPAR~
CORRECTIONS

~

Q_

Lisa Menard Commissioner
Date:

l"/1,/fff"

ONTRACTf f ~

~
9tc?ve-?

l-f- ~~
(Please PRINT Signature)
Date: f5/Cz) J ~

Vermont LLC

CGo

Address: 1539 Spring Hill Road, Suite 600,
Vienna, VA 22182

w~

Robert Larose, .

Date:

1st

Attorney General

STATE OF VERMONT
CONTRACT FOR SERVICES

Page 4 of26
Contract #29960
· Amendment #1

ATTACHMENT C: STANDARD STATE PROVISIONS
FOR CONTRACTS AND GRANTS
REVISED DECEMBER 15, 2017
1. Definitions: For purposes of this Attachment, "Party" shall mean the Contractor, Grantee or Subrecipient, with
whom the State of Vermont is executing this Agreement and consistent with the form of the Agreement. "Agreement"
shall mean the specific contract or grant to which this form is attached.
2. 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.
3. Governing Law, Jurisdiction and Venue; No Waiver of Jury Trial: This Agreement will be governed by the

laws of the State of Vermont. Any action or proceeding brought by either the State or the Party in connection with
this Agreement shall be brought and enforced in the Superior Court of the State of Vermont, Civil Division,
Washington Unit. The Party irrevocably submits to the jurisdiction of this court for any action or proceeding
regarding this Agreement. The Party agrees that it must first exhaust any applicable administrative remedies with
respect to any cause of action that it may have against the State with regard to its performance under this Agreement.
Party agrees that the State shall not be required to submit to binding arbitration or waive its right to a jury trial.
4. Sovereign Immunity: The State reserves all immunities, defenses, rights or actions arising out of the State's

sovereign status or under the Eleventh Amendment to the United States Constitution. No waiver of the State's
immunities, defenses, rights or actions shall be implied or otherwise deemed to exist by reason of the State's entry
into this Agreement.
5. No Employee Benefits For Party: The Party 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 determined in advance of execution of the Agreement. The Party
understands that all tax returns required by the Internal Revenue Code and the State of Vermont, including but not
limited to income, withholding, sales and use, and rooms and 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 Vermont
Department of Taxes.
6. Independence: The Party will act in an independent capacity and not as officers or employees of the State.
7. Defense and Indemnity: The Party shall defend the State and its officers and employees against all third party
claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in
connection with the performance of this Agreement. The State shall notify the Party in the event of any such claim
or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire
claim or suit. The State retains the right to participate at its own expense in the defense of any claim. The State shall
have the right to approve all proposed settlements of such claims or suits.
After a final judgment or settlement, the Party 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 unrelated to the defense of any claim arising from an act or omission of the Party in
connection with the performance of this Agreement.
The Party shall indemnify the State and its officers and employees if the State, its officers or employees become
legally obligated to pay any damages or losses arising from any act or omission of the Party or an agent of the Party
in connection with the performance of this Agreement.

Page 5 of26
Contract #29960
Amendment #1
Notwithstanding any contrary language anywhere, in no everit shall the terms of this Agreement or any document
furnished by the Party in connection with its performance under this Agreement obligate the State to (1) defend or
indemnify the Party or any third party, or (2) otherwise be liable for the expenses or reimbursement, including
attorneys' fees, collection costs or other costs of the Party or any third party.
STATE OF VERMONT
CONTRACT FOR SERVICES

8. Insurance: Before commencing work on this Agreement the Party must provide certificates of insurance to show
that the following minimum coverages are in effect. It is the responsibility of the Party to maintain current certificates
of insurance on file with the State through the term of this Agreement. No warranty is made that the coverages 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. Vermont will accept an out-of-state employer's
workers' compensation coverage while operating in Vermont provided that the insurance carrier is licensed to write
insurance in Vermont and an amendatory endorsement is added to the policy adding Vermont for coverage purposes.
Otherwise, the party shall secure a Vermont workers' compensation policy, if necessary to comply with Vermont
law.
General Liability and Property Damage: With respect to all operations performed under this 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 Each Occurrence
$2,000,000 General Aggregate
$1,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal & Advertising Injury
Automotive 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 $500,000
combined single limit. If performance of this Agreement involves construction, or the transport of persons or
hazardous materials, limits of coverage shall not be less than $1,000,000 combined single limit.
Additional Insured. The General Liability and Property Damage coverages required for performance of this
Agreement shall include the State of Vermont and its agencies, departments, officers and employees as Additional
Insureds. If performance of this Agreement involves construction, or the transport of persons or hazardous materials,
then the required Automotive Liability coverage shall include the State of Vermont and its agencies, departments,
officers and employees as Additional Insureds. Coverage shall be primary and non-contributory with any other
insurance and self-insurance.
Notice of Cancellation or Change. There shall be no cancellation, change, potential exhaustion of aggregate limits or
non-renewal of insurance coverage(s) without thirty (30) days written prior written notice to the State.
9. Reliance by the State on Representations: All payments by the State under this Agreement will be made in
reliance upon the accuracy of all representations made by the Party in accordance with this Agreement, including but
not limited to bills, invoices, progress reports and other proofs of work.
10. False Claims Act: The Party acknowledges that it is subject to the Vermont False Claims Act as set forth in 32
V.S.A. § 630 et seq. If the Party violates the Vermont False Claims Act it shall be liable to the State for civil penalties,
treble damages and the costs of the investigation and prosecution of such violation, including attorney's fees, except

Page 6 of26
Contract #29960
Amendment #1
as the same may be reduced by a court of competent jurisdiction. The Party's liability to the State under the False
Claims Act shall not be limi~ed notwithstanding any agreement of the State to otherwise limit Party's liability.
STATE OF VERMONT
CONTRACT FOR SERVICES

11. Whistleblower Protections: The Party shall not discriminate or retaliate against one of its employees or agents
for disclosing information concerning a violation of law, fraud, waste, abuse of authority or acts threatening health
or safety, including but not limited to allegations concerning the False Claims Act. Further, the Party shall not require
such employees or agents to forego monetary awards as a result of such disclosures, nor should they be required to
report misconduct to the Party or its agents prior to reporting to any governmental entity and/or the public.
12. Location of State Data: No State data received, obtained, or generated by the Party in connection with
performance under this Agreement shall be processed, transmitted, stored, or transferred by any means outside the
continental United States, except with the express written permission of the State.
13. Records Available for Audit: The Party shall maintain all records pertaining to performance under this
agreement. "Records" means any written or recorded information, regardless of physical form or characteristics,
which is produced or acquired by the Party in the performance of this agreement. Records produced or acquired in a
machine readable electronic format shall be maintained in that format. The records described shall be made available
at reasonable times during the period of the Agreement and for three years thereafter or for any period required by
law for inspection by any authorized representatives of the State or Federal Government. 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.
14. Fair Employment Practices and Americans with Disabilities Act: Party agrees to comply with the requirement
of 21 V.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 Agreement.
15. Set Off: The State may set off any sums which the Party owes the State against any sums due the Party under this
Agreement; provided, however, that any set off of amounts due the State of Vermont as taxes shall be in accordance
with the procedures more specifically provided hereinafter.

16. 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 performing 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 this Agreement 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
Vermont.
C. Party understands that final payment under this Agreement may be withheld if the Commissioner of Taxes
determines 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 of Vermont.
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 determined and the Party has no further legal recourse to contest the amounts due.
17. Taxation ofPurchases: All State purchases inust be invoiced tax free. An exemption certificate will be furnished
upon request with respect to otherwise taxable items.

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Amendment #1
18. Child Support: (Only applicable if the Party is a natural person, not a corporation or partnership.) Party states
that, as of the date this 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 Vermont 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 Vermont. In addition, if
the Party is a resident of Vermont, Party makes this statement with regard to support owed to any and all children
residing in any other state or territory of the United States.
STATE OF VERMONT
CONTRACT FOR SERVICES

19. Sub-Agreements: Party shall not assign, subcontract or subgrant the performance of this Agreement or any
portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable
to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement
pursuant to an agreement with Party or any subcontractor.
In the case this Agreement is a contract with a total cost in excess of $250,000, the Party shall provide to the State a
list of all proposed subcontractors and subcontractors' subcontractors, together with the identity of those
subcontractors' workers compensation insurance providers, and additional required or requested information, as
applicable, in accordance with Section 32 of The Vermont Recovery and Reinvestment Act of2009 (Act No. 54).
Party shall include the following provisions of this Attachment C in all subcontracts for work performed solely for
the State of Vermont and subcontracts for work performed in the State of Vermont: Section 10 ("False Claims Act");
Section 11 ("Whistleblower Protections"); Section 12 ("Location of State Data"); Section 14 ("Fair Employment
Practices and Americans with ])isabilities Act"); Section 16 ("Taxes Due the State"); Section 18 ("Child Support");
Section 20 ("No Gifts or Gratuities"); Section 22 ("Certification Regarding Debarment"); Section 30 ("State
Facilities"); and Section 32.A ("Certification Regarding Use of State Funds").
20. No Gifts or Gratuities: Party shall not give title or possession of anything of substantial value (including
property, currency, travel and/or education programs) to any officer or employee of the State during the term of this
Agreement.
21. Copies: Party shall use reasonable best efforts to ensure that all written reports prepared under this Agreement
are printed using both sides of the paper.
22. 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.
Party further certifies under pains and penalties of perjury that, as of the date that this Agreement is signed, Party is
not
presently
debarred,
suspended,
nor
named
on
the
State's
debarment
list
at:
http://bgs.vermont.gov/purchasing/debarment
23. Conflict of Interest: Party shall fully disclose, in writing, any conflicts of interest or potential conflicts of interest.
24. Confidentiality: Party acknowledges and agrees that this Agreement and any and all information obtained by the
State from the Party in connection with this Agreement are subject to the State of Vermont Access to Public Records
Act, 1 V.S.A. § 315 et seq.
25. Force Majeure: Neither the State nor the Party shall be liable to the other for any failure or delay of performance
of any obligations under this Agreement to the extent such failure or delay shall have been wholly or principally
caused by acts or events beyond its reasonable control rendering performance illegal or impossible (excluding strikes

STATE OF VERMONT
CONTRACT FOR SERVICES

Page 8 of26
Contract #29960
Amendment #1
or lock-outs) ("Force Majeure"). Where Force Majeure is asserted, the nonperforming party must prove that it made
all reasonable efforts to remove, eliminate or minimize such cause of delay or damages, diligently pursued
performance of its obligations under this Agreement, substantially fulfilled all non-excused obligations, and timely
notified the other party of the likelihood or actual occurrence of an event described in this paragraph.
26. Marketing: Party shall not refer to the State in any publicity materials, information pamphlets, press releases,
research reports, advertising, sales promotions, trade shows, or marketing materials or similar communications to
third parties except with the prior written consent of the State.
27. Termination:
A. Non-Appropriation: If this Agreement extends into more than one fiscal year of the State (July 1 to June
30), and if appropriations are insufficient to support this Agreement, the State may cancel at the end of the
fiscal year, or otherwise upon the expiration of existing appropriation authority. In the case that this
Agreement is a Grant that is funded in whole or in part by Federal funds, and in the event Federal funds
become unavailable or reduced, the State may suspend or cancel this Grant immediately, and the State shall
have no obligation to pay Subrecipient from State revenues.
B. Termination for Cause: Either party may terminate this Agreement if a party materially breaches its
obligations under this Agreement, and such breach is not cured within thirty (30) days after delivery of the
non-breaching party's notice or such longer time as the non-breaching party may specify in the notice.
C. Termination Assistance: Upon nearing the end of the final term or termination ofthis Agreement, without
respect to cause, the Party shall take all reasonable and prudent measures to facilitate any transition required
by the State. All State property, tangible and intangible, shall be returned to the State upon demand at no
additional cost to the State in a format acceptable to the State.
28. Continuity of Performance: In the event of a dispute between the Party and the State, each party will continue
to perform its obligations under this Agreement during the resolution of the dispute until this Agreement is terminated
in accordance with its terms.
29. No Implied Waiver of Remedies: Either party's delay or failure to exercise any right, power or remedy under
this Agreement shall not impair any such right, power or remedy, or be construed as a waiver of any such right, power
or remedy. All waivers must be in writing.
30. State Facilities: If the State makes space available to the Party in any State facility during the term of this
Agreement for purposes of the Party's performance under this Agreement, the Party shall only use the space in
accordance with all policies and procedures governing access to and use of State facilities which shall be made
available upon request. State facilities will be made available to Party on an "AS IS, WHERE IS" basis, with no
warranties whatsoever.
31. Requirements Pertaining Only to Federal Grants and Subrecipient Agreements: If this Agreement is a grant
that is funded in whole or in part by Federal funds:
A. Requirement to Have a Single Audit: The Subrecipient will complete the Subrecipient Annual Report
annually within 45 days after its fiscal year end, informing the State of Vermont whether or not a Single Audit
is required for the prior fiscal year. If a Single Audit is required, the Subrecipient will submit a copy of the
audit report to the granting Party within 9 months. If a single audit is not required, only the Subrecipient
Annual Report is required.
For fiscal years ending before December 25, 2015, a Single Audit is required if the subrecipient expends
$500,000 or more in Federal assistance during its fiscal year and must be conducted in accordance with 0MB
Circular A-133. For fiscal years ending on or after December 25, 2015, a Single Audit is required if the
subrecipient expends $750,000 or more in Federal assistance during its fiscal year and must be conducted in

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Contract #29960
Amendment #1
accordance with 2 CFR Chapter I, Chapter II, Part 200, Subpart F. The Subrecipient Annual Report is required
to be submitted within 45 days, whether or not a Single Audit is required.
B. Internal Controls: In accordance with 2 CFR Part II, §200.303, the Party must establish and maintain
effective internal control over the Federal award to provide reasonable assurance that the Party is managing
the Federal award in compliance with Federal statutes, regulations, and the terms and conditions of the award.
These internal controls should be in compliance with guidance in "Standards for Internal Control in the
Federal Government" issued by the Comptroller General of the United States and the "Internal Control
Integrated Framework", issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
C. Mandatory Disclosures: In accordance with 2 CFR Part II, §200.113, Party must disclose, in a timely
manner, in writing to the State, all violations of Federal criminal law involving fraud, bribery, or gratuity
violations potentially affecting the Federal award. Failure to make required disclosures may result in the
imposition of sanctions which may include disallowance of costs incurred, withholding of payments,
termination of the Agreement, suspension/debarment, etc.

STATE OF VERMONT
CONTRACT FOR SERVICES

32. Requirements Pertaining Only to State-Funded Grants:
A. Certification Regarding Use of State Funds: If Party is an employer and this Agreement is a State-funded
grant in excess of$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.
B. Good Standing Certification (Act 154 of 2016): If this Agreement is a State-funded grant, Party hereby
represents: (i) that it has signed and provided to the State the form prescribed by the Secretary of
Administration for purposes of certifying that it is in good standing (as provided in Section 13(a)(2) of Act
154) with the Agency of Natural Resources and the Agency of Agriculture, Food and Markets, or otherwise
explaining the circumstances surrounding the inability to so certify, and (ii) that it will comply with the
requirements stated therein.

(End of Standard Provisions)

Page 10 of26
Contract #29960
Amendment #1

STATE OF VERMONT
CONTRACT FOR SERVICES
ATTACHMENT D
INFORMATION TECHNOLOGY SYSTEM IMPLEMENTATION
TERMS AND CONDITIONS

1.

MODIFICATIONS TO CONTRACTOR DOCUMENTS

The parties specifically agree that the Contractor Documents are hereby modified and superseded by Attachment C
and this Attachment D.
"Contractor Documents" shall mean one or more document, agreement or other instrument required by Contractor in
connection with the performance of the products and services being purchased by the State, regardless of format,
including the license agreement, end user license agreement or similar document, any hyperlinks to documents
contained in the Contractor Documents, agreement or other instrument and any other paper or "shrinkwrap,"
"clickwrap," "browsewrap" or other electronic version thereof.
2. NO SUBSEQUENT, UNILATERAL MODIFICATION OF TERMS BY CONTRACTOR

Notwithstanding any other provision or other unilateral license terms which may be issued by Contractor during the
Term of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the
issuance of an order for the products and services being purchased by the State, as applicable, the components of
which are licensed under the Contractor Documents, or the fact that such other agreement may be affixed to or
accompany the products and services being purchased by the State, as applicable, upon delivery, the terms and
conditions set forth herein shall supersede and govern licensing and delivery of all products and services hereunder.
3. TERM OF CONTRACTOR'S DOCUMENTS; PAYMENT TERMS

Contractor acknowledges and agrees that, to the extent a Contractor Document provides for alternate term or
termination provisions, including automatic renewals, such sections shall be waived and shall have no force and
effect. All Contractor Documents shall run concurrently with the term of this Contract; provided, however, to the
extent the State has purchased a perpetual license to use the Contractor's software, hardware or other services, such
license shall remain in place unless expressly terminated in accordance with the terms of this Contract. Contractor
acknowledges and agrees that, to the extent a Contractor Document provides for payment terms which differ from
the payment terms set forth in Attachment B, such sections shall be waived and shall have no force and effect and the
terms in Attachment B shall govern.
4. OWNERSHIP AND LICENSE IN DELIVERABLES
4.1 Contractor Intellectual Property. Contractor shall retain all right, title and interest in and to any work, ideas,
inventions, discoveries, tools, methodology, computer programs, processes and improvements and any other
intellectual property, tangible or intangible, that has been created by Contractor prior to entering into this Contract
("Contractor Intellectual Property"). Should the State require a license for the use of Contractor Intellectual
Property in connection with the development or use of the items that Contractor is required to deliver to the State
under this Contract, including Work Product ("Deliverables"), the Contractor shall grant the State a royalty-free
license for such development and use. For the avoidance of doubt, Work Product shall not be deemed to include
Contractor Intellectual Property, provided the State shall be granted an irrevocable, perpetual, non-exclusive
royalty-free license to use any such Contractor Intellectual Property that is incorporated into Work Product.
4.2 State Intellectual Property. The State shall retain all right, title and interest in and to (i) all content and all
property, data and information furnished by or on behalf of the State or any agency, commission or board thereof,

STATE OF VERMONT
CONTRACT FOR SERVICES

Page 11 of 26
Contract #29960
Amendment #1
and to all information that is created under this Contract, including, but not limited to, all data that is generated
under this Contract as a result of the use by Contractor, the State or any third party of any technology systems or
knowledge bases that are developed for the State and used by Contractor hereunder, and all other rights, tangible
or intangible; and (ii) all State trademarks, trade names, logos and other State identifiers, Internet uniform resource
locators, State user name or names, Internet addresses and e-mail addresses obtained or developed pursuant to
this Contract (collectively, "State Intellectual Prope1ty").

Contractor may not use State Intellectual Property for any purpose other than as specified in this Contract. Upon
expiration or termination of this Contract, Contractor shall return or destroy all State Intellectual Property and all
copies thereof, and Contractor shall have no further right or license to such State Intellectual Property.
Contractor acquires no rights or licenses, including, without limitation, intellectual property rights or licenses, to
use State Intellectual Property for its own purposes. In no event shall the Contractor claim any security interest
in State Intellectual Property.
4.3 Work Product. All Work Product shall belong exclusively to the State, with the State having the sole and
exclusive right to apply for, obtain, register, hold and renew, in its own name and/or for its own benefit, all patents
and copyrights, and all applications and registrations, renewals and continuations thereof and/or any and all other
appropriate protection. To the extent exclusive title and/or complete and exclusive ownership rights in and to any
Work Product may not originally vest in the State by operation of law or otherwise as contemplated hereunder,
Contractor shall immediately upon request, unconditionally and irrevocably assign, transfer and convey to the
State all right, title and interest therein.

"Work Product" means any tangible or intangible ideas, inventions, improvements, modifications, discoveries,
development, customization, configuration, methodologies or processes, designs, models, drawings, photographs,
reports, formulas, algorithms, patterns, devices, compilations, databases, computer programs, work of authorship,
specifications, operating instructions, procedures manuals or other documentation, technique, know-how, secret,
or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or
registerable under copyright or similar statutes or subject to analogous protection), that is specifically made,
conceived, discovered or reduced to practice by Contractor, either solely or jointly with others, pursuant to this
Contract. Work Product does not include Contractor Intellectual Property or third party intellectual property. ,
To the extent delivered under this Contract, upon full payment to Contractor in accordance with Attachment B,
and subject to the terms and conditions contained herein, Contractor hereby (i) assigns to State all rights in and
to all Deliverables, except to the extent they include any Contractor Intellectual Property; and (ii) grants to State
a perpetual, non-exclusive, irrevocable, royalty-free license to use for State's internal business purposes, any
Contractor Intellectual Property included in the Deliverables in connection with its use of the Deliverables and,
subject to the State's obligations with respect to Confidential Information, authorize others to do the same on the
State's behalf. Except for the foregoing license grant, Contractor or its licensors retain all rights in and to all
Contractor Intellectual Property.
The Contractor shall not sell or copyright a Deliverable without explicit permission from the State.
If the Contractor is operating a system or application on behalf of the State of Vermont, then the Contractor shall
not make information entered into the system or application available for uses by any other party than the State
of Vermont, without prior authorization by the State. Nothing herein shall entitle the State to pre-existing
Contractor Intellectual Property or Contractor Intellectual Property developed outside of this Contract with no
assistance from State.

4.1 Contractor Intellectual Property.

As between the parties, and subject to the terms and conditions of this Contract, Contractor and its third-party
suppliers will retain ownership of all intellectual property rights in the Electronic Health Record System, and any
and all derivative works made to the Electronic Health Record System or any part thereof, as well as all Work

STATE OF VERMONT
CONTRACT FOR SERVICES

Page 12 of26
Contract #29960
Amendment #1
Product provided to the State ("Contractor Proprietary Technology"). The State acquires no rights to
Contractor Proprietary Technology except for the licensed interests granted under this Contract. The term
"Work Product" means all other materials, reports, manuals, visual aids, documentation, ideas, concepts,
techniques, inventions, processes, or works of authorship developed, provided or created by Contractor or its
employees or contractors during the course of performing work for the State (excluding any State Data or
derivative works thereof and excluding any output from the Electronic Health Record System generated by the
State's use of the Electronic Health Record System, including without limitation, reports, graphs, charts and
modified State Data, but expressly including any form templates of such reports, graphs or charts by themselves
that do not include the State Data).

Title, ownership rights, and all Intellectual Property Rights in and to the Electronic Health Record System will
remain the sole property of Contractor or its suppliers. The State acknowledges that the source code is not covered
by any license hereunder and will not be provided by Contractor. Except as set forth in this Contract, no right or
implied license or right of any kind is granted to the State regarding the Electronic Health Record System or any
part thereof. Nothing in this Contract confers upon either party any right to use the other party's trade names and
trademarks, except for permitted license use in accordance with this Contract. All use of such marks by either
party will inure to the benefit of the owner of such marks, use of which will be subject to specifications controlled
by the owner.
4.2 State Intellectual Property; User Name

The State shall retain all right, title and interest in and to (i) all content and all property, data and information
furnished by or on behalf of the State or any agency, commission or board thereof, and to all information that is
created under this Contract, including, but not limited to, all data that is generated under this Contract as a result
of the use by Contractor, the State or any third party of any technology systems or knowledge bases that are
developed for the State and used by Contractor hereunder, and all other rights, tangible or intangible; and (ii} all
State trademarks, trade names, logos and other State identifiers, Internet uniform resource locators, State user
name or names, Internet addresses and e-mail addresses obtained or developed pursuant to this Contract
(collectively, "State Intellectual Property").
Contractor may not collect, access or use State Intellectual Property for any purpose other than as specified in this
·Contract. Upon expiration or termination of this Contract, Contractor shall return or destroy all State Intellectual
Property and all copies thereof, and Contractor shall have no further right or license to such State Intellectual
Property.
Contractor acquires no rights or licenses, including, without limitation, intellectual property rights or licenses, to
use State Intellectual Property for its own purposes. In no event shall the Contractor claim any security interest
in State Intellectual Property.
5. CONFIDENTIALITY AND NON-DISCLOSURE; SECURITY BREACH REPORTING
5.1 For purposes of this Contract, confidential information will not include information or material which (a) enters
the public domain (other than as a result of a breach of this Contract); (b) was in the receiving party's possession
prior to its receipt from the disclosing party; (c) is independently developed by the receiving party without the
use of confidential information; (d) is obtained by the receiving party from a third party under no obligation of
confidentiality to the disclosing party; or (e) is not exempt from disclosure under applicable State law.
5.2 Confidentiality of Contractor Information. The Contractor acknowledges and agrees that this Contract and
any and all Contractor information obtained by the State in connection with this Contract are subject to the State
of Vermont Access to Public Records Act, I V.S.A. § 315 et seq. The State will not disclose information for
which a reasonable claim of exemption can be made pursuant to I V.S.A. § 3 l 7(c), including, but not limited to,
trade secrets, proprietary information or financial information, including any formulae, plan, pattern, process,

ST ATE OF VERMONT
CONTRACT FOR SERVICES

Page 13 of26
Contract #29960
Amendment #1
tool, mechanism, compound, procedure, production data, or compilation of information which is not patented,
which is known only to the Contractor, and which gives the Contractor an opportunity to obtain business
advantage over competitors who do not know it or use it.

The State shall immediately notify Contractor of any request made under the Access to Public Records Act, or
any request or demand by any court, governmental agency or other person asserting a demand or request for
Contractor information. Contractor may, in its discretion, seek an appropriate protective order, or otherwise
defend any right it may have to maintain the confidentiality of such information under applicable State law within
three business days of the State's receipt of any such request. Contractor agrees that it will not make any claim
against the State if the State makes available to the public any information in accordance with the Access to Public
Records Act or in response to a binding order from a court or governmental body or agency compelling its
production. Contractor shall indemnify the State for any costs or expenses incurred by the State, including, but
not limited to, attorneys' fees awarded in accordance with 1 V.S.A. § 320, in connection with any action brought
in connection with Contractor's attempts to prevent or unreasonably delay public disclosure of Contractor's
information if a final decision of a court of competent jurisdiction determines that the State improperly withheld
such information and that the improper withholding was based on Contractor's attempts to prevent public
disclosure of Contractor's information.
The State agrees that (a) it will use the Contractor information only as may be necessary in the course of
performing duties, receiving services or exercising rights under this Contract; (b) it will provide at a minimum
the same care to avoid disclosure or unauthorized use of Contractor information as it provides to protect its own
similar confidential and proprietary information; (c) except as required by the Access to Records Act, it will not
disclose such information orally or in writing to_any third party unless that third party is subject to a written
confidentiality agreement that contains restrictions and safeguards at least as restrictive as those contained in this
Contract; (d) it will take all reasonable precautions to protect the Contractor's information; and (e) it will not
otherwise appropriate such information to its own use or to the use of any other person or entity.
Contractor may affix an appropriate legend to Contractor information that is provided under this Contract to
reflect the Contractor's determination that any such information is a trade secret, proprietary information or
financial information at time of delivery or disclosure.
5.3 Confidentiality of State Information. In performance of this Contract, and any exhibit or schedule hereunder,
the Contractor acknowledges that certain State Data (as defined below), to which the Contractor may have access
may contain individual federal tax information, personal protected health information and other individually
identifiable information protected by State or federal law or otherwise exempt from disclosure under the State of
Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. ("State Data"). In addition to the provisions of
this Section, the Contractor shall comply with the requirements set forth in the State's HIPAA Business Associate
Agreement attached to this Contract as Attachment E.

State Data shall not be stored, accessed from, or transferred to any location outside the United States.
Unless otherwise instructed by the State, Contractor agrees to keep confidential all State Data. The Contractor
agrees that (a) it will use the State Data only as may be necessary in the course of performing duties or exercising
rights under this Contract; (b) it will provide at a minimum the same care to avoid disclosure or unauthorized use
of State Data as it provides to protect its own similar confidential and proprietary information; (c) it will not
publish, reproduce, or otherwise divulge any State Data in whole or in part, in any manner or form orally or in
writing to any third party unless it has received written approval from the State and that third party is subject to a
written confidentiality agreement that contains restrictions and safeguards at least as restrictive as those contained
in this Contract; (d) it will take all reasonable precautions to protect the State's information; and (e) it will not
otherwise appropriate such information to its own use or to the use of any other person or entity. Contractor will
take reasonable measures as are necessary to restrict access to State Data in the Contractor's possession to only

Page 14 of 26
Contract #29960
Amendment #1
those employees on its staff who must have the information on a "need to know" basis. The Contractor shall not
retain any State Data except to the extent required to perform the services under this Contract.

STATE OF VERMONT
CONTRACT FOR SERVICES

Contractor shall not access State user accounts or State Data, except in the course of data center operations,
response to service or technical issues, as required by the express terms of this Contract, or at State's written
request.
Contractor may not share State Data with its parent company or other affiliate without State's express written
consent.
The Contractor shall promptly notify the State of any request or demand by any court, governmental agency or
other person asserting a demand or request for State Data to which the Contractor or any third party hosting
service of the Contractor may have access, so that the State may seek an appropriate protective order.
6. SECURITY OF STATE INFORMATION
6.1 Security Standards. To the extent the Contractor or its subcontractors, affiliates or agents handles, collects,
stores, disseminates or otherwise deals with State Data, the Contractor represents and warrants that it has
implemented and it shall maintain during the term of this Contract the highest industry standard administrative,
technical, and physical safeguards and controls consistent with NIST Special Publication 800-53 (version 4 or
higher) and Federal Information Processing Standards Publication 200 and designed to (i) ensure the security
and confidentiality of State Data; (ii) protect against any anticipated security threats or hazards to the security or
integrity of the State Data; and (iii) protect against unauthorized access to or use of State Data. Such measures
shall include at a minimum: (1) access controls on information systems, including controls to authenticate and
permit access to State Data only to authorized individuals and controls to prevent the Contractor employees from
providing State Data to unauthorized individuals who may seek to obtain this information (whether through
fraudulent means or otherwise); (2) industry-standard firewall protection; (3) encryption of electronic State Data
while in transit from the Contractor networks to external networks; (4) measures to store in a secure fashion all
State Data which shall include, but not be limited to, encryption at rest and multiple levels of authentication; (5)
dual control procedures, segregation of duties, and pre-employment criminal background checks for employees
with responsibilities for or access to State Data; (6) measures to ensure that the State Data shall not be altered or
corrupted without the prior written consent of the State; (7) measures to protect against destruction, loss or damage
of State Data due to potential environmental hazards, such as fire and water damage; (8) staff training to
implement the information security measures; and (9) monitoring of the security of any portions of the Contractor
systems that are used in the provision of the services against intrusion on a twenty-four (24) hour a day basis.
6.2 Security Breach Notice and Reporting. The Contractor shall have policies and procedures in place for the
effective management of Security Breaches, as defined below, which shall be made available to the State upon
request.

In addition to the requirements set forth in any applicable Business Associate Agreement as may be attached to
this Contract, in the event of any actual security breach or reasonable belief of an actual security breach the
Contractor either suffers or learns of that either compromises or could compromise State Data (a "Security
Breach"), the Contractor shall notify the State within 24 hours of its discovery. Contractor shall immediately
determine the nature and extent of the Security Breach, contain the incident by stopping the unauthorized practice,
recover records, shut down the system that was breached, revoke access and/or correct weaknesses in physical
security. Contractor shall report to the State: (i) the nature of the Security Breach; (ii) the State Data used or
disclosed; (iii) who made the unauthorized use or received the unauthorized disclosure; (iv) what the Contractor
has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure; and (v) what

STATE OF VERMONT
CONTRACT FOR SERVICES

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corrective action the Contractor has taken or shall take to prevent future similar unauthorized use or disclosure.
The Contractor shall provide such other information, including a written report, as reasonably requested by the
State. Contractor shall analyze and document the incident and provide all notices required by applicable law.

In accordance with Section 9 V.S.A. §2435(b)(3), the Contractor shall notify the Office of the Attorney General,
or, if applicable, Vermont Department of Financial Regulation ("DFR"), within fourteen (14) business days of
the Contractor's discovery of the Security Breach. The notice shall provide a preliminary description of the
breach. The foregoing notice requirement shall be included in the subcontracts of any of Contractor's
subcontractors, affiliates or agents which may be "data collectors" hereunder.
The Contractor agrees to fully cooperate with the State and assume responsibility at its own expense for the
following, to be determined in the sole discretion of the State: (i) notice to affected consumers if the State
determines it to be appropriate under the circumstances of any particular Security Breach, in a form recommended
by the AGO; and (ii) investigation and remediation associated with a Security Breach, including but not limited
to, outside investigation, forensics, counsel, crisis management and credit monitoring, in the sole determination
of the State.
The Contractor agrees to comply with all applicable laws, as such laws may be amended from time to time
(including, but not limited to, Chapter 62 of Title 9 of the Vermont Statutes and all applicable State and federal
laws, rules or regulations) that require notification in the event of unauthorized release of personally-identifiable
information or other event requiring notification.
In addition to any other indemnification obligations in this Contract, the Contractor shall fully indemnify and save
harmless the State from any costs, loss or damage to the State resulting from a Security Breach or the unauthorized
disclosure of State Data by the Contractor, its officers, agents, employees, and subcontractors.
6.3 Security Policies. To the extent the Contractor or its subcontractors, affiliates or agents handles, collects, stores,
disseminates or otherwise deals with State Data, the Contractor will have an information security policy that
protects its systems and processes and media that may contain State Data from internal and external security
threats and State Data from unauthorized disclosure, and will have provided a copy of such policy to the State.
The Contractor shall provide the State with not less than thirty (30) days advance written notice of any material
amendment or modification of such policies.
6.4 Operations Security. To the extent the Contractor or its subcontractors, affiliates or agents handles, collects,
stores, disseminates or otherwise deals with State Data, the Contractor shall cause an SSAE 18 SOC 2 Type 2
audit report to be conducted annually. The audit results and the Contractor's plan for addressing or resolution of
the audit results shall be shared with the State within sixty (60) days of the Contractor's receipt of the audit results.
Further, on an annual basis, within 90 days of the end of the Contractor's fiscal year, the Contractor shall transmit
its annual audited financial statements to the State.
6.5 Redundant Back-Up. The Contractor shall maintain a fully redundant backup of data geographically separated
from its main data center that maintains a daily backup of data from the main data center. The Contractor's backup policies shall be made available to the State upon request. The Contractor shall provide the State with not less
than thirty (30) days advance written notice of any material amendment or modification of such policies.
6.6 Vulnerability Testing. The Contractor shall run quarterly vulnerability assessments and promptly report results
to the State. Cont~actor shall remediate all critical issues within 90 days, all medium issues within 120 days and
low issues within 180 days. Contractor shall obtain written State approval for any exceptions. Once remediation
is complete, Contractor shall re-perform the test.
7. CONTRACTOR'S REPRESENTATIONS AND WARRANTIES

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CONTRACT FOR SERVICES

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7.1 General Representations and Warranties. The Contractor represents, warrants and covenants that:

(i)

The Contractor has all requisite power and authority to execute, deliver and perform its obligations
under this Contract and the execution, delivery and performance of this Contract by the Contractor has
been duly authorized by the Contractor.

(ii)

There is no outstanding litigation, arbitrated matter or other dispute to which the Contractor is a party
which, if decided unfavorably to the Contractor, would reasonably be expected to have a material
adverse effect on the Contractor's ability to fulfill its obligations under this Contract.

(iii)

The Contractor will comply with all laws applicable to its performance of the services and otherwise
to the Contractor in connection with its obligations under t~is Contract.

(iv)

The Contractor (a) owns, or has the right to use under valid and enforceable agreements, all intellectual
property rights reasonably necessary for and related to delivery of the services and provision of the
Deliverables as set forth in this Contract and (b) none of the Deliverables or other materials or
technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual
property rights of any third party.

(v)

The Contractor has adequate resources to fulfill its obligations under this Contract.

(vi)

Neither Contractor nor Contractor's subcontractors has past state or federal violations, convictions or
suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating
between independent contractors and employees.

7.2 Contractor's Performance Warranties. Contractor represents and warrants to the State that:

(i)

All Deliverables will be free from material errors and shall perform in accordance with the
specifications therefor for a period of at least one year.

(ii)

Contractor will provide to the State commercially reasonable continuous and uninterrupted access to
the Service, and will not interfere with the State's access to and use of the Service during the term of
this Contract;

(iii)

The Service is compatible with and will operate successfully with any environment (including web
browser and operating system) specified by the Contractor in its documentation;

(iv)

Each and all of the services shall be performed in a timely, diligent, professional and skillful manner,
in accordance with the highest professional or technical standards applicable to such services, by
qualified persons with the technical skills, training and experience to perform such services in the
planned environment.

(v)

All Deliverables supplied by the Contractor to the State shall be transferred free and clear of any and
all restrictions on the conditions of transfer, modification, licensing, sublicensing and free and clear
of any and all leins, claims, mortgages, security interests, liabilities and encumbrances or any kind.

(vi)

Any time software is delivered to the State, whether delivered via electronic media or the internet, no
portion of such software or the media upon which it is stored or delivered will have any type of
software routine or other element which is designed to facilitate unauthorized access to or intrusion
upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of.any
hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the

Page 17 of26
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generality of the foregoing, if the State believes that harmful code may be present in any software
delivered hereunder, Contractor will, upon State's request, provide a new or clean install of the
software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State's
negligence or failure to protect data from viruses, or any unintended modification, destruction or
disclosure.

ST ATE OF VERMONT
CONTRACT FOR SERVICES

(vii)

To the extent Contractor resells commercial hardware or software it purchased from a third party,
Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to
the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve
the Contractor from Contractor's warranty obligations set forth herein.

7.3 Limitation on Disclaimer. The express warranties set forth in this Contract shall be in lieu of all other warranties,
express or implied.
7.4 Effect of Breach of Warranty. If, at any time during the term of this Contract, software or the results of
Contractor's work fail to perform according to any warranty of Contractor under this Contract, the State shall
promptly notify Contractor in writing of such alleged nonconformance, and Contractor shall, at its own expense
and without limiting any other rights or remedies of the State hereunder, re-perform or replace any services that
the State has determined to be unsatisfactory in its reasonable discretion. Alternatively, with State consent, the
Contractor may refund of all amounts paid by State for the nonconforming deliverable or service
8. PROFESSIONAL LIABILITY AND CYBER LIABILITY INSURANCE COVERAGE

In addition to the insurance required in Attachment C to this Contract, before commencing work on this Contract and
throughout the term of this Contract, Contractor shall have the obligation to ensure that the software provider
(CorrecTek) and any subcontractor to CorrecTek has (a) Technology Professional Liability insurance for any and all
services performed under this Contract, with minimum third party coverage of $3,000,000 per claim, $3,000,000
aggregate; and (b) first party Breach Notification Coverage of not less than $250,000.
Before commencing work on this Contract the Contractor must provide certificates of insurance to show that the
foregoing minimum coverages are in effect.
With respect to the first party Breach Notification Coverage, Contractor shall name the State of Vermont and its
officers and employees. as additional insureds for liability arising out of this Contract.
9. LIMITATION OF LIABILITY.

CONTRACTOR'S LIABILITY FOR DAMAGES TO THE STATE ARISING OUT OF THE SUBJECT MATTER
OF THIS CONTRACT SHALL NOT EXCEED THREE TIMES THE MAXIMUM AMOUNT PAYABLE UNDER
THIS CONTRACT, OR$ _ _ _ , WHICHEVER IS GREATER. LIMITS OF LIABILITY FOR STATE CLAIMS
SHALL NOT APPLY TO STATE CLAIMS ARISING OUT OF: (A) CONTRACTOR'S OBLIGATION TO
INDEMNIFY THE STATE; (B) CONTRACTOR'S CONFIDENTIALITY OBLIGATIONS TO THE STATE; (C)
PERSONAL INJURY OR DAMAGE TO REAL OR PERSONAL PROPERTY; (D) CONTRACTOR'S GROSS
NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT; OR (E) VIOLATIONS OF THE STATE OF
VERMONT FRAUDULENT CLAIMS ACT. IN NO EVENT SHALL THIS LIMIT OF LIABILITY BE
CONSTRUED TO LIMIT CONTRACTOR'S LIABILITY FOR THIRD PARTY CLAIMS AGAINST THE
CONTRACTOR WHICH MAY ARISE OUT OF CONTRACTOR'S ACTS OR OMISSIONS IN THE
PERFORMANCE OF THIS CONTRACT.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL OR SPECIAL
DAMAGES, DAMAGES WHICH ARE UNFORESEEABLE TO THE PARTIES AT THE TIME OF

STATE OF VERMONT
CONTRACT FOR SERVICES

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Amendment #1
CONTRACTING, DAMAGES WHICH ARE NOT PROXIMATELY CAUSED BY A PARTY, SUCH AS LOSS
OF ANTICIPATED BUSINESS, OR LOST PROFITS, INCOME, GOODWILL, OR REVENUE IN
CONNECTION WITH OR ARISING OUT OF THE SUBJECT MATTER OF THIS CONTRACT.

The provisions of this Section shall apply notwithstanding any other provisions of this Contract or any other agreement.
10. TRADE SECRET, PATENT AND COPYRIGHT INFRINGEMENT

The State shall not be deemed to waive any of its rights or remedies at law or in equity in the event of Contractor's
trade secret, patent and/or copyright infringement.
11 REMEDIES FOR DEFAULT; NO WAIVER OF REMEDIES

In the event either party is in default under this Contract, the non-defaulting party may, at its option, pursue any or
all of the remedies available to it under this Contract, including termination for cause, and at law or in equity.
No delay or failure to exercise any right, power or remedy accruing to either party upon breach or default by the other
under this Contract shall impair any such right, power or remedy, or shall be construed as a waiver of any such right,
power or remedy, nor shall any waiver of a single breach or default be deemed a waiver of any subsequent breach or
default. All waivers must be in writing.
12 NO ASSUMPTION OF COSTS

Any requirement that the State defend or indemnify Contractor or otherwise be liable for the expenses or
reimbursement, including attorneys' fees, collection costs or license verification costs of Contractor, is hereby deleted
from the Contractor Documents.
13 TERMINATION

Upon termination of this Contract for any reason whatsoever, Contractor shall immediately deliver to the State all
State information, State Intellectual Property or State Data (including without limitation any Deliverables for which
State has made payment in whole or in part) ("State Materials"), that are in the possession or under the control of
Contractor in whatever stage of development and form of recordation such State property is expressed or embodied
at that time.
In the event the Contractor ceases conducting business in the normal c_ourse, becomes insolvent, makes a general
assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets or
avails itself of or becomes subject to any proceeding under the Federal Bankruptcy Act or any statute of any state
relating to insolvency or the protection of rights of creditors, the Contractor shall immediately return all State
Materials to State control; including, but not limited to, making all necessary access to applicable remote systems
available to the State for purposes of downloading all State Materials.
Contractor shall reasonably cooperate with other parties in connection with all services to be delivered under this
Contract, including without limitation any successor provider to whom State Materials are to be transferred in
connection with termination. Contractor shall assist the State in exporting and extracting the State Materials, in a
format usable without the use of the Services and as agreed to by State, at no additional cost.
Any transition services requested by State involving additional knowledge transfer and support may be subject to a
contract amendment for a fixed fee or at rates to be mutually agreed upon by the parties.
If the State determines in its sole discretion that a documented transition plan is necessary, then no later than sixty
(60) days prior to termination, Contractor and the State shall mutually prepare a Transition Plan identifying transition
services to be provided.

STATE OF VERMONT
CONTRACT FOR SERVICES

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14. ACCESS TO STATE DATA:

The State may import or export State Materials in part or in whole at its sole discretion at any time (24 hours a day,
seven (7) days a week, 365 days a year), during the term of this Contract or for up to [three (3) months] after the Term
(so long as the State Materials remain in the Contractor's possession) without interference from the Contractor in a
format usable without the Service and in an agreed-upon file format and medium at no additional cost to the State.
The Contractor must allow the State access to information such as system logs and latency statistics that affect its
State Materials and or processes.
The Contractor's policies regarding the retrieval of data upon the termination of services have been made available
to the State upon execution of this Contract under separate cover. The Contractor shall provide the State with not
less than thirty (30) days advance written notice of any material amendment or modification of such policies.
15. AUDIT RIGHTS

Contractor will maintain and cause its permitted contractors to maintain a complete audit trail of all transactions and
activities, financial and non-financial, in connection with this Contract. Contractor will provide to the State, its
internal or external auditors, clients, inspectors, regulators and other designated representatives, at reasonable times
(and in the case of State or federal regulators, at any time required by such regulators) access to Contractor personnel
and to any and all Contractor facilities or where the required information, data and records are maintained, for the
purpose of performing audits and inspections (including unannounced and random audits) of Contractor and/or
Contractor personnel and/or any or all of the records, data and information applicable to this Contract.
At a minimum, such audits, inspections and access shall be conducted to the extent permitted or required by any laws
applicable to the State or Contractor (or such higher or more rigorous standards, if any, as State or Contractor applies
to its own similar businesses, operations or activities), to (i) verify the accuracy of·charges and invoices; (ii) verify
the integrity of State Data and examine the systems that process, store, maintain, support and transmit that data; (iii)
examine and verify Contractor's and/or its permitted contractors' operations and security procedures and controls;
(iv) examine and verify Contractor's and/or its permitted contractors' disaster recovery planning and testing, business
resumption and continuity planning and testing, contingency arrangements and insurance coverage; and (v) examine
Contractor's and/or its permitted contractors' performance of the Services including audits of: (1) practices and
procedures; (2) systems, communications and information technology; (3) general controls and physical and
data/information security practices and procedures; (4) quality initiatives and quality assurance, (5) contingency and
continuity planning, disaster recovery and back-up procedures for processes, resources and data; (6) Contractor's
and/or its permitted contractors' efficiency and costs in performing Services; (7) compliance with the terms of this
Contract and applicable laws, and (9) any other matters reasonably requested by the State. Contractor shall provide
and cause its permitted contractors to provide full cooperation to such auditors, inspectors, regulators and
representatives in connection with audit functions and with regard to examinations by regulatory authorities,
including the installation and operation of audit software.
16. DESTRUCTION OF STATE DATA

At any time during the term of this Contract within (i) thirty days of the State's written request or (ii) [three (3)
months] of termination or expiration of this Contract for any reason, and in any event after the State has had an
opportunity to export and recover the State Materials, Contractor shall at its own expense securely destroy and erase
from all systems it directly or indirectly uses or controls all tangible or intangible forms of the State Materials, in
whole or in part, and all copies thereof except such records as are required by law. The destruction of State Data and
State Intellectual Property shall be performed according to National Institute of Standards and Technology (NIST)
approved methods. Contractor shall certify in writing to the State that such State Data has been disposed of securely.
To the extent that any applicable law prevents Contractor from destroying or erasing State Materials as set forth
herein, Contractor shall retain, in its then current state, all such State Materials then within its right of control or

Page 20 of26
Contract #29960
Amendment #1
possession in accordance with the confidentiality, security and other requirements of this Contract, and perform its
obligations under this section as soon as such law no longer prevents it from doing so.

STATE OF VERMONT
CONTRACT FOR SERVICES

Further, upon the relocation of State Data, Contractor shall securely dispose of such copies from the former data
location and certify in writing to the State that such State Data has been disposed of securely. Contractor shall comply
with all reasonable directions provided by the State with respect to the disposal of State Data.

17 CONTRACTOR BANKRUPTCY.
Contractor acknowledges that if Contractor, as a debtor in possession, or a trustee in bankruptcy in a case under
Section 365(n) of Title 11, United States Code (the. "Bankruptcy Code"), rejects this Contract, the State may elect
to retain its rights under this Contract as provided in Section 365(n) of the Bankruptcy Code. Upon written request
of the State to Contractor or the Bankruptcy Trustee, Contractor or such Bankruptcy Trustee shall not interfere with
the rights of the State as provided in this Contract, including the right to obtain the State Intellectual Property.

18 SOFTWARE LICENSEE COMPLIANCE REPORT.
In lieu of any requirement that may be in a Contractor Document that the State provide the Contractor with access to
its System for the purpose of determining State compliance with the terms of the Contractor Document, upon request
and not more frequently than annually, the State will provide Contractor with a certified report concerning the State's
use of any software licensed for State use pursuant this Contract. The parties agree that any non-compliance indicated
by the report shall not constitute infringement of the licensor's intellectual property rights, and that settlement
payment mutually agreeable to the parties shall be the exclusive remedy for any such non-compliance.

STATE OF VERMONT
CONTRACT FOR SERVICES

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ATTACHMENT F
AGENCY OF HUMAN SERVICES' CUSTOMARY CONTRACT/GRANT PROVISIONS
1. Definitions: For purposes of this Attachment F, the term "Agreement" shall mean the form of the contract or grant,
with all of its parts, into which this Attachment F is incorporated. The meaning of the term "Party" when used in
this Attachment F shall mean any named party to this Agreement other than the State of Vermont, the Agency of
Human Services (AHS) and any of the departments, boards, offices and business units named in this Agreement.
As such, the term "Party" shall mean, when used in this Attachment F, the Contractor or Grantee with whom the
State of Vermont is executing this Agreement. If Party, when permitted to do so under this Agreement, seeks
by way of any subcontract, sub-grant or other form of provider agreement to employ any other person or entity to
perform any of the obligations of Party under this Agreement, Party shall be obligated to ensure that all terms of
this Attachment F are followed. As such, the term "Party" as used herein shall also be construed as applicable to,
and describing the obligations of, any subcontractor, sub-recipient or sub-grantee of this Agreement. Any such
use or construction of the term "Party" shall not, however, give any subcontractor, sub-recipient or sub-grantee
any substantive right in this Agreement without an express written agreement to that effect by the State of Vermont.

2. Agency of Human Services: The Agency of Human Services is responsible for overseeing all contracts and
grants entered by any of its departments, boards, offices and business units, however denominated. The Agency
of Human Services, through the business office of the Office of the Secretary, and through its Field Services
Directors, will share with any named AHS-associated party to this Agreement oversight, monitoring and
enforcement responsibilities. Party agrees to cooperate with both the named AHS-associated party to this contract
and with the Agency of Human Services itself with respect to the resolution of any issues relating to the
performance and interpretation of this Agreement, payment matters and legal compliance.
3. Medicaid Program Parties (applicable to any Party providing services and supports paid for under Vermont's
Medicaid program and Vermont's Global Commitment to Health Waiver):
lnspectio11 and Rete11tion o[Records: In addition to any other requirement under this Agreement or at law, Party
must fulfill all state and federal legal requirements, and will comply with all requests appropriate to enable the
Agency of Human Services, the U.S. Department of Health and Human Services (along with its Inspector General
and the Centers for Medicare and Medicaid Services), the Comptroller General, the Government Accounting
Office, or any of their designees: (i) to evaluate through inspection or other means the quality, appropriateness,
and timeliness of services performed under this Agreement; and (ii) to inspect and audit any records, financial
data, contracts, computer or other electronic systems of Party relating to the performance of services under
Vermont's Medicaid program and Vermont's Global Commitment to Health Waiver. Party will retain for ten
years all documents required t9 be retained pursuant to 42 CFR 438.3(u).
Subcontracting for Medicaid Services: Notwithstanding any permitted subcontracting of services to be
performed under this Agreement, Party shall remain responsible for ensuring that this Agreement is fully
performed according to its terms, that subcontractor remains in compliance with the terms hereof, and that
subcontractor complies with all ·state and federal laws and regulations relating to the Medicaid program in
Vermont. Subcontracts, and any service provider agreements entered into by Party in connection with the
performance of this Agreement, must clearly specify in writing the responsibilities of the subcontractor or other
service provider and Party must retain the authority to revoke its subcontract or service provider agreement or to
impose other sanctions if the performance of the subcontractor or service provider is inadequate or if its
performance deviates from any requirement of this Agreement. Party shall make available on request all
contracts, subcontracts and service provider agreements between 'the Party, subcontractors and other service

STATE OF VERMONT
CONTRACT FOR SERVICES

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providers to the Agency of Human Services and any of its departments as well as to the Center for Medicare and
Medicaid Services.

Medicaid Notification of Termi11ation Requireme11ls: Party shall follow the Department of Vermont Health
Access Managed-Care-Organization enrollee-notification requirements, to include the requirement that Party
provide timely notice of any termination of its practice.
Encounter Data: Party shall provide encounter data to the Agency of Human Services and/or its departments and
ensure further that the data and services provided can be linked to and supported by enrollee eligibility files
maintained by the State.
Federal Medicaid System Security Requirements Compliance: Party shall 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) in order to support audit compliance with 45 CFR 95.621 subpart F, ADP System
Security Requirements and Review Process.
4. Workplace Violence Prevention and Crisis Response (applicable to any Party and any subcontractors and
sub-grantees whose employees or other service providers deliver social or mental health services directly to
individual recipients ofsuch services):
Party shall establish a written workplace violence prevention and crisis response policy meeting the requirements
of Act 109 (2016), 33 VSA §8201(b), for the benefit of employees delivering direct social or mental health
services. Party shall, in preparing its policy, consult with the guidelines promulgated by the U.S. Occupational
Safety and Health Administration for Preventing Workplace Violence for Healthcare and Social Services
Workers, as those guidelines may from time to time be amended.
Party, through its violence protection and crisis response committee, shall evaluate the efficacy of its policy, and
update the policy as appropriate, at least annually. The policy and any written evaluations thereof shall be
provided to employees delivering direct social or mental health services.
Party will ensure that any subcontractor and sub-grantee who hires employees (or contracts with service
providers) who deliver social or mental health services directly to individual recipients of such services, complies
with all requirements of this Section.
5. Non-Discrimination:
Party shall not discriminate, and will prohibit its employees, agents, subcontractors, sub-grantees and other
service providers from 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, and on the basis of race, color or national origin under Title VI of the Civil Rights Act of
1964. Party shall 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 as provided by Title 9 V.S.A. Chapter 139.
No person shall on the grounds of religion or on the grounds of sex (including, on the grounds that a woman is
pregnant), be excluded from participation in, be denied the benefits of, or be subjected to discrimination, to
include sexual harassment, under any program or activity supported by State of Vermont and/or federal funds.

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Party further shall comply with the non-discrimination requirements of Title VI of the Civil Rights Act of 1964,
42 USC Section 2000d, et seq., and with the federal guidelines promulgated pursuant to Executive Order 13166
of 2000, requiring that contractors and subcontractors receiving federal funds assure that persons with limited
English proficiency can meaningfully access services. To the extent Party provides assistance to individuals with
limited English proficiency through the use of oral or written translation or interpretive services, such individuals
cannot be required to pay for such services.

STATE OF VERMONT
CONTRACT FOR SERVICES

6. Employees and Independent Contractors:
Party agrees that it shall comply with the laws of the State of Vermont with respect to the appropriate classification
of its workers and service providers as "employees" and "independent contractors" for all purposes, to include
for purposes related to unemployment compensation insurance and workers compensation coverage, and proper
payment and reporting of wages. Party agrees to ensure that all of-its subcontractors or sub-grantees also remain
in legal compliance as to the ·appropriate classification of "workers" and "independent contractors" relating to
unemployment compensation insurance and workers compensation coverage, and proper payment and reporting
of wages. Party will on request provide to the Agency of Human Services information pertaining to the
classification of its employees to include the basis for the classification. Failure to comply with these obligations
may result in termination of this Agreement.
7. Data Protection and Privacy:

Protected R ea/ti, l11formatio11 : Party shall maintain the privacy and security of all individually identifiable health
information acquired by or provided to it as a part of the performance of this Agreement. Party shall follow
federal and state law relating to privacy and security of individually identifiable health information as applicable,
including the Health Insurance Portability and Accountability Act (HIP AA) and its federal regulations.
S11bsta11ce Abuse Treatme11t l,1formatio11 : Substance abuse treatment information shall be maintained in
compliance with 42 C.F.R. Part 2 if the Party or subcontractor(s) are Part 2 covered programs, or if substance
abuse treatment information is received from a Part 2 covered program by the Party or subcontractor(s).
Protection o[Personal J11forma1io11 : Party agrees to comply with all applicable state and federal statutes to assure
protection and security of personal information, or of any personally identifiable information (PII), including the
Security Breach Notice Act, 9 V.S.A. § 2435, the Social Security Number Protection Act, 9 V.S.A. § 2440, the
Document Safe Destruction Act, 9 V.S.A. § 2445 and 45 CFR 155.260. As used here, PII shall include any
information, in any medium, including electronic, which can be· used to distinguish or trace an individual's
identity, such as his/her name, social security number, biometric records, etc., either alone or when combined
with any other personal or identifiable information that is linked or linkable to a specific person, such as date and
place or birth, mother's maiden name, etc.
Other Co11(idential Consumer J11formatio11 : Party agrees to comply with the requirements of AHS Rule No. 08048 concerning access to and uses of personal information relating to any beneficiary or recipient of goods,
services or other forms of support. Party further agrees to comply with any applicable Vermont State Statute and
other regulations respecting the right to individual privacy. Party shall ensure that all of its employees,
subcontractors and other service providers performing services under this agreement understand and preserve the
sensitive, confidential and non-public nature of information to which they may have access.
Data Breaches: Party shall report to AHS, though its Chief Information Officer (CIO), any impermissible use or
disclosure that compromises the security, confidentiality or privacy of any form of protected personal information
identified above within 24 hours of the discovery of the breach. Party shall in addition comply with any other
data breach notification requirements required under federal or state law.

STATE OF VERMONT
CONTRACT FOR SERVICES

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Contract #29960
Amendment #1

8. Abuse and Neglect of Children and Vulnerable Adults:
Abuse Registry. Party agrees not to employ any individual, to use any volunteer or other service provider, or to
otherwise provide reimbursement to any individual who in the performance of services connected with this
agreement provides care, custody, treatment, transportation, or supervision to children or to vulnerable adults if
there has been a substantiation of abuse or neglect or exploitation involving that individual. Party is responsible
for confirming as to each individual having such contact with children or vulnerable adults the non-existence of
a substantiated allegation of abuse, neglect or exploitation by verifying that fact though (a) as to vulnerable adults,
the Adult Abuse Registry maintained by the Department of Disabilities, Aging and Independent Living and (b)
as to children, the Central Child Protection Registry (unless the Party holds a valid child care license or
registration from the Division of Child Development, Department for Children and Families). See 33 V.S.A.
§4919(a)(3) and 33 V.S.A. §691 l(c)(3).
Reporting o{Abuse, Neglect, or Exploitation. Consistent with provisions of 33 V.S.A. §4913(a) and §6903,
Party and any of its agents or employees who, in the performance of services connected with this agreement, (a)
is a caregiver or has any other contact with clients and (b) 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: as to children, make a report containing the information required by 33 V.S.A.
§4914 to the Commissioner of the Department for Children and Families within 24 hours; or, as to a vulnerable
adult, make a report containing the information required by 33 V.S.A. §6904 to the Division of Licensing and
Protection at the Department of Disabilities, Aging, and Independent Living within 48 hours. Party 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.
9. Information Technology Systems:

Computing and Comm1111ication: Party 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 performed by the Party as part of this agreement.
Options include, but are not limited to:
1. Party's provision of certified computing equipment, peripherals and mobile devices, on a separate Party's

network with separate internet access. The Agency of Human Services' accounts may or 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 Insurance Portability & Accountability Act
(HIP AA) standards.

Intellect11al Properly/Work Product Ownership: All data, technical information, materials first gathered,
originated, developed, prepared, or obtained as a condition of this agreement and used in the performance 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 Vermont, regardless of the state of
completion unless otherwise specified in this agreement. Such items shall be delivered to the State of Vermont
upon 30-days notice by the State. With respect to software computer programs and / or source codes first

STATE OF VERMONT
CONTRACT FOR SERVICES

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Contract #29960
Amendment #1
developed for the State, all the work shall be considered "work for hire," i.e., the State, not the Party (or
subcontractor or sub-grantee), shall have full and complete ownership of all software computer programs,
documentation and/or source codes developed.

Party shall not sell or copyright a work product or item produced under this agreement without explicit permission
from the State of Vermont.

If Party is operating a system or application on behalf of the State of Vermont, Party shall not make information
entered into the system or application available for uses by any other party than the State of Vermont, without
prior authorization by the State. Nothing herein shall entitle the State to pre-existing Party's materials.
Party acknowledges and agrees that should this agreement be in support of the State's implementation of the
Patient Protection and Affordable Care Act of 2010, Party is subject to the certain property rights provisions of
the Code of Federal Regulations and a Grant from the Department of Health and Human Services, Centers for
Medicare & Medicaid Services. Such agreement will be subject to, and incorporates here by reference, 45 CFR
74.36, 45 CFR 92.34 and 45 CFR 95.617 governing rights to intangible property.

Secllrity a11d Data Transfen;: Party shall comply with all applicable State and Agency of Human Services'
policies and standards, especially those related to privacy and security. The State will advise the Party of any new
policies, procedures, or protocols developed during the term of this agreement as they are issued and will work
with the Party to implement any required.
Party will ensure the physical and data security associated with computer equipment, including desktops,
notebooks, and other portable devices, used in connection with this Agreement. Party 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 malware protection and encryption. Party 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, Party shall securely delete data (including archival
backups) from Party's equipment that contains individually identifiable records, in accordance with standards
adopted by the Agency of Human Services.
Party, in the event of a data breach, shall comply with the terms of Section 7 above.
10. Other Provisions:

Environmental Tobacco Smoke. Public Law 103-227 (also known as the Pro-Children Act of 1994) and
Vermont's Act 135 (2014) (An act relating to smoking in lodging establishments, hospitals, and child care
facilities, and on State lands) restrict the use of tobacco products in certain settings. Party shall ensure that no
person is permitted: (i) to use tobacco products or tobacco substitutes as defined in 7 V.S.A. § 1001 on the
premises, both indoor and outdoor, of any licensed child care center or afterschool program at any time; (ii) to
use tobacco products or tobacco substitutes on the premises, both indoor and in any outdoor area designated for
child care, health or day care services, kindergarten, pre-kindergarten, elementary, or secondary education or
library services; and (iii) to use tobacco products or tobacco substitutes on the premises of a licensed or registered
family child care home while children are present and in care. Party will refrain from promoting the use of tobacco
products for all clients and from making tobacco products available to minors.
Failure to comply with the provisions of the federal 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. The federal Pro-Children Act of 1994, however, does not apply to portions of facilities used for inpatient

Page 26 of26
Contract #29960
Amendment #1
drug or alcohol treatment; service providers whose sole source of applicable federal funds is Medicare or
Medicaid; or facilities where Women, Infants, & Children (WIC) coupons are redeemed.

ST ATE OF VERMONT
CONTRACT FOR SERVICES

2-1-1 Database: If Party provides health or human services within Vermont, or if Party provides such services
near the Vermont border readily accessible to· residents of Vermont, Party shall adhere to the
"Inclusion/Exclusion" policy of Vermont's United WayNermont 211 (Vermont 211), and will provide to
Vermont 211 relevant descriptive information regarding its agency, programs and/or contact information as well
as accurate and up to date information to its database as requested. The "Inclusion/Exclusion" policy can be found
atwww.vermont21l.org.
Voter Registratio11: When designated by the Secretary of State, Party agrees to become a voter registration agency
as defined by 17 V.S.A. §2103 (41 ), and to comply with the requirements of state and federal law pertaining to
such agencies.
Drug Free Workplace Act: Party will assure a drug-free workplace in accordance with 45 CFR Part 76.
lobbyilig: No federal funds under this 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 connection with the awarding of any federal contract, continuation, renewal, amendments other
than federal appropriated funds.

AHS ATT F 5/16/2018