STA TE OF VERMONT Contract# 37036

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STANDARD CONTRACT FOR SERVICES

I. Parties. This is a contract for services between the State of Vermont, Department of Corrections
(hereinafter called "State"), and CoreCivic, with a principal place of business in Nashville, TN, (hereinafter
called "Contractor"). Contractor's form of business organization is a Corporation. It is Contractor's
responsibility to contact the Vermont Department of Taxes to determine if, by law, Contractor is required
to have a Vermont Department of Taxes Business Account Number.
2. Subject Matter. The subject matter of this contract is services generally on the subject of providing
adult male inmates with housing, necessary care and treatment and inmate rights in accordance with ACA
Fourth Edition Standards. Detailed services to be provided by Contractor are described in Attachment A.
3. Maximum Amount. In consideration of the services to be performed by Contractor, the State agrees to
pay Contractor, in accordance with the payment provisions specified Attachment B, a sum not to exceed
$18,394,723.00.

!n

4. Contract Term. The period of Contractor's performance shall begin o,n October l, 20] 8 and end on
September 30, 2020. The Contract may be extended for one additional two-year period upon mutual
agreement of the parties.
5. Prior Approvals. This Contract shall not be binding unless and until all requisite prior approvals have
been obtained in accordance with current State law, bulletins, and interpretations.
6. Amendment. No changes, modifications, or amendments in the terms and conditions of this contract
shall be effective unless reduced to writing, numbered and signed by the duly authorized representative of
the State and Contractor.
7. Termination. This Contract may be unilaterally terminated, with or without cause, by one hundred

eigh~ (180) days' notice by either party, mailed to the other party by registered U.S. mail, return receipt
requested or served directly by personal delivery. Any notice so mailed and any notice serve4 by personal
delivery shall be deemed delivered and effective upon receipt or upon attempted delivery. This method of
notification shall be used in all instances, except for emergency situations when immediate notification is
required.
8. Attachments.

This contract consists of 63 pages including the fol1owing attachments which are
incorporated herein:
Attachment A- Specification of Work to be Performed
Attachment B - Payment Provisions
Attachment C - "Standard State Provisions for Contracts and Grants" a preprinted form (revision
date 12/15/2017)
Attachment D - Other Terms and Conditions for Information Technology Contracts
Attachment E - Business Associate Agreement (if any)
Attachment F - "AHS Customary Contract Provisions"

STATE OF VERMONT Contract# 3 7036

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9. Order ofPrecedence. Any ambiguity, conflict or inconsistency between the documents comprising this
contract shall be resolved according to the follo:wing order of precedence:
( 1) Standard Contract
(2) Attachment D Other Terms and Conditions for Information Technology Contracts
(3) Attachment C (Standard State Provisions for Contracts and Grants)
(4) Attachment A

(5) Attachment B
(6) Attachment E
(7) Attachment F

STATE OF VERMONT Contract# 3 7036

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ATTACHMENT A
INMATE HOUSING CONTRACT
I. DESCRIPTION OF SERVICES
I.I FACILITY
Except as otherwise provide herein, Contractor shall house the VTDOC ("State") inmates at
Contractor's Tallahatchie County Correctional Facility ("Facility") located in Tutwiler, MS.
Contractor shall house all State general population inmates together and Contractor shall keep all
State general population inmates housed separate from other populations and jurisdictions to
include recreation areas. State inmates may commingle with other populations and jurisdictions in
programs or other common areas of the Facility.
At the time of the signing of this Contract, Contractor shall certify in writing that the Facility is
accredited by the American Correctional Association (ACA) and Contractor shall maintain such
accreditation throughout the term of this Contract. Contractor shall obtain and/or be actively
working towards NCCHC accreditation within one year of signing this Contract for the Facility
and shall maintain accreditation, once obtained, throughout the term of this Contract.
Contractor shall maintain staffing levels at the Facility in accordance with ACA standards and in
sufficient numbers and rank to maintain the safety of the public, staff and inmates. The State shall
be notified whenever the Contractor revises the staffing guidelines in inmate housing units ·
holding State inmates during the term of the Contract.
State shall have access to up to 350 beds (Minimum, Medium and Close custody) at the Facility.
Contractor shall not, at any time, utilize other facilities without State pe,mission. Contractor shall
allow the State to engage in an on-site visit of any facility proposed for utilization prior to State's
determining whether to grant permission. Any utilization of facilities other than the Facility shall
be at the same per diem rate as that of the Facility. Any utilization of facility beds in excess of
350 shall be at the same per diem rate as the first 350 beds.
Contractor shall provide necessary care and treatment, to include food, clothing, appropriate
housing, education, training, work programs, access to courts/Law Library and comprehensive
healthcare services (routine, acute, chronic and emergency medical care consistent with the
requirements of ACA standards, NCCHC standards, and constitutionally appropriate guidelines).
The Contractor shall provide safe, supervised confinement in the form of direct supervision, and
maintain proper discipline and control. The Contractor shall comply with applicable orders of the
courts in the State of Vermont and otherwise comply with applicable laws.
Contractor shall provide for inmate rights in accordance with ACA Fourth Edition Standards. The
Contractor shall provide to each inmate upon arrival an Inmate Handbook (orientation guide) that
includes, but is not limited to, information on: rules and procedures, penalties and offenses,
disciplinary procedures, access to courts, law library, attorney access, mail, visiting, telephone,
grievances, PREA information, indigent criteria, medical care, religious programs, educational
programs, work assignments and pay scale. This Inmate Handbook shall be updated annually, and
a copy provided to the State.

STATE OF VERMONT Contract# 37036

2.

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TRAINING

State shall provide training, follow-up and auditing to Contractor in the Incident Reporting, Due Process
and the Grievance processes. Contractor shall identify staff to travel to Vermont to attend training on
these processes which will be instructed by VTDOC.
The first training shall include curriculum, classroom and practical applications for Due Process
Certification. The training shall occur between September I 0, 2018 and September 12, 2018. This training
will include participation in actual hearings within a VTDOC facility for certification purposes. Upon
completion and certification, Contractors staff shall be authorized to conduct Due Process hearings.
The second training shall be a training for trainers and shall include curriculum, classroom and practical
applications for Incident Reporting and the Grievance process. The training shall occur on September 13,
2018. Upon completion, Contractors trainers shall be responsible to instruct and support Contractors staff
in the use of these systems.
The costs associated with travel, lodging and meals shall be borne by Contractor. The cost associated with
providing the training shall be covered by the State.
Contractor shall provide the State's Director of Nursing or designee, training in Contractors electronic
health record.
3. DEFINITIONS
The following terms used in this Contract not specifically defined in the text shall have the following
meanings:
(a) "Documentation" means any and all descriptions and specifications of the Requirements included
herein or created or developed hereunder, operational, functional and supervisory reference
guides, manuals and instructive materials, in whatever form and regardless of the media on which
it may be contained, stored or transmitted, which is developed, prepared, used or otherwise
available from Contractor and/or Contractor's suppliers, in connection with and applicable to the
provision, use, operation and support of the Services hereunder. Documentation shall be sufficient
to enable State personnel to understand, operate, use, access, support, maintain, update and modify
Services, notwithstanding that Contractor is or may be responsible for any or all of the foregoing
obligations. Documentation shall also include all standards _applicable to the Services, including
those applicable to: (i) Contractor for its own comparable items or services; (ii) the State for its
own comparable items or services; and (iii) such standards and guidelines as the parties mutually
agree apply to the Services involved.
(b) "Facilities" means the physical premises, locations and operations owned or leased by the State (a
"State Facility") or the Contractor (a "Contractor Facility"), and from or through which the
Contractor and/or its permitted contractors wil1 provide any Services.
(c) "Requirements" means the State's baseline Requirements in Attachment A of this Contract.
(d) "Report" means Contractor shall provide documentation and collaboration to meet the State's
reporting requirements. If requested, the Contractor shall use the State's Status Report template. If

STATE OF VERMONT Contract# 37036

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no template is provided to the Contractor, the status information shall include, at a minimum the
information sp~cified in the Contract. All information and reports shall be uploaded to the
Globalscape folder.
(e) "Indigent Inmate" means an inmate will be deemed indigent if the combined balances of their
facility account and any ~ther accessible accounts are $10 or less at all times during the thirty
(30) days preceding the date on which the inmate submits a request for writing materials, postage,
or any State-issued property to the Facility Business Manager or designee. Any inmate who
refuses available work, for which they would be paid, although they are physically able and are
permitted to work by virtue of their housing status, is not indigent for the purpose of this
directive.
4. SCOPE OF SERVICES
4.1. RIGHT OF INSPECTION
State shall have the right to inspect, unhindered and at all times, the Facility housing State inmates
as determined by the State to monitor the Contractor's operational compliance with the Contract
and the health and welfare of State inmates. State shall have the right to inspect or otherwise
evaluate the work performed or being performed under this Contract. Contractor shall allow
access to and provide State with paper and digital records required for such inspections and
evaluations to include the review of surveillance camera footage. Contractor shall allow and
provide the State ~my and all documents needed for defense of claims and/or lawsuits against the
State, State agencies or any State personnel/employees.
Contractor shall allow State contract monitors to attend regularly scheduled operational meetings
between Facility administration and staff pertaining to Contractor's obligations under the
Contract with the exception of attending meetings with Contractor's legal counsel, corporate
officials or meetings involving employee disciplinary matters. State contract monitors shall not
have access to records pertaining to inmates from other jurisdictions.

4.2. VTDOC OFFICE SPACE
Contractor shall provide the Vermont Contract Monitor with office space that has a lock, de~k,
chair, telephone, and internet access at the same standard bandwidth and connection speed as
Contractor staff. Contractor shall not be responsible for non-business-related telephone costs.
Contractor shall provide Vermont Corrections Service Specialists (caseworkers) with space to
meet privately with State inmates. This space shall include a desk, chairs, telephone, and internet
access at the same standard bandwidth and connection speed as Contractor staff using State
equipment. Contractor shall not be responsible for non-business-related telephone costs.
Contractor shall allow State staff access to their State issued laptops, printer, signature pad and
document scanner in the office space provided.
Contractor shall provide State staff with safety and security equipment such as a radio and man'"
down alarm for use while inside the Facility.

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4.3 PRISON RAPE ELIMINATION ACT
Contractor shall comply with the Prison Rape Elimination Act (PREA) of 2003 (28 C.F .R. Part
115, Docket No. OAG-131. RlN 1005-Date May 17, 2012) and shall adopt all applicable PREA
Standards for preventing, detecting, monitoring, investigating, and eradicating any form of sexual
abuse within the Contractor's Facility that houses State inmates. The Contractor acknowledges
that, in addition to "self-monitoring requirements", State of Vermont Staff shal I conduct
announced and/or unannounced, compliance monitoring to include "on-site" monitoring to ensure
that Contractor is complying with PREA standards.
4.4 POLICIES, PROCEDU RES AND GUIDANCE DOCUMENTS
Contractor shall institute and be compliant with the following current VTDOC Directives,
Guidance Documents and interim memorandums, including all revisions;
•
•
•
•
•
•
•

320.01 - Offender Grievance System
324.01 - Inmate Voting
385.00-Inmate Access to Courts
405.00 - Incident Reporting
410.01 - Facility Rules and Inmate Discipline
410.03 - Placement on Administrative Segregation
410.05 - Protective Custody

Contractor shall maintain confidentiality of all VTDOC "Level A" Directives, and internal
Guidance Documents. "Level A" Directives and Guidance Documents contain sensitive
information and shall not be released to any inmate or member of the public without approval by
State.
State shall provide training and Quality Assurance on these VTDOC Directives. Training shall be
offered in accordance with Section 2 of this Contract.
At the time of the signing of this Contract, Contractor shall provide the State with;
•
•

Complete set of Policy and Procedures that govern the operations of the Facility housing
State inmates.
Allowable property lists for each living unit housing State inmates.

Any time there is a change in the Policy or Procedures, the Contractor shall inform, explain and
discuss the change with the State at least thirty (30) days in advance to the change being
implemented.
4.5 GRIEVANCES
4.5.1

4.5.2

State shall be responsible to respond to grievances and appeals on matters occurring
during the inmate's incarceration prior to the Contractor taking custody of the inmate.
Examples include; reasons for the transfer; transfer of personal property until custody is
relinquished to the Contractor; uses of force to require transfer; trust fund; oversight of
contract compliance.
Contractor shall be responsible to respond to grievances and appeals on complaints
occurring during the inmate's incarceration with the Contractor except for complaints that

STATE OF VERMONT Contract# 37036

4.5.3
4.5.4

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are controlled by the State; sentence computation and interpretation and VTDOC case
management (security classification, programming, staffing's, releases).
If an inmate appeals a grievance to the Warden or higher authority, the State shall be
contacted for any relative input in the resolution.
Contractor shall review State inmate grievances to identify potential areas of concern and
to determine if problematic patterns exist.

4.6 PRE-TRANSFER PACKETS
At least two (2) weeks prior to the anticipated transfer date, State shall provide Contractor
transfer packets electronically using the Globalscape folder. Transfer packets shall include;
4.6.1

Record of adjustment in VTDOC correctional facilities:
4.6.1.1
ID Face Sheet
Keep-a-parts (separations)
4.6.1.2
4.6.1.3
Current sentencing Mittimus, detainers and affidavits
Sentence computation
4.6.1.4
Criminal Record Check
4.6.1.5
4.6.1.6
Drug Testing History
Sexual Violence Screening Tool (most recent)
4.6.1.7
Judicial and Administrative Rulings (stipulations/court orders)
4.6.1.8
Misconduct (ten-year disciplinary history)
4.6.1.9
4.6.1.10 Security Threat Group information
4.6.1.11 Contact notes (back one-year)
4.6.1.12 Current Vermont facility case plan
4.6.1.13 Approved Visitor List

4.6.2

Facility medical & mental health records including but not limited to:
4.6.2.1
Any current medical or mental health/psychological condition requiring
treatment, including suicide attempts.
4.6.2.2
Any needs for follow-up specialty care for medical or mental health
conditions.
4.6.2.3
Any medical admission testing performed and the results of those tests,
including: hepatitis, HIV/AIDS, hemophilia, multiple sclerosis, pulmonary
arterial hypertension, tuberculosis, or other infectious disease testing.
4.6.2.4
Notice of current or previously administered medications.

4.7

TRANSPORTATION OF INMATES

4. 7.1

Initial Transfers
4. 7 .1.1
Contractor shall arrange for and transport, at its cost, approximately two
hundred fifty (250) inmates from SCI Camp Hill in Pennsylvania to the
Facility. State shall assist in coordinating the transfer with PADOC.

4.7.2

Routine Transfers
4.7.2.1
Contractor shall, at its cost, provide one (I) thirty-man round trip transport
once per month between Vermont and the Facility for the purpose of
transferring inmates.
,

STATE OF VERMONT Contract# 37036
4.7.2.2

4. 7.2.3
4.7.2.4

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Contractor shall, at its cost, provide two (2) additional non-routine transports
between Vermont and the Facility during each calendar year and at the request
of the State. Each transport shall provide transfer of up to thirty inmates.
State shall provide Contractor with a list of inmate names to be transferred to
and from the Facility.
Both State and Contractor shall provide basic medical and mental health
documentation to the transporting officers for continuity of care. This
information is in addition to the transfer of medical records. The basic
information shall include;
4.7.2.4.l
Current problems list (medical and mental health)
4.7.2.4.2 Current chronic illness clinic (CIC)
4.7.2.4.3
Current medication administration record (MAR)
The sending facility shall provide the transporting officers with seven (7)
days' worth of medications.

4. 7 .2.5

4.7.3

4. 7.4

Not more than seven (7) days prior to the transport, Contractor shall provide
State with a Transportation Operations Plan for every transport conducted. The
plan shall include, but not limited to, travel dates, assigned transport personnel,
routes, inmate names, destinations, applicable security equipment, planned rest
stops, emergency restroom protocols, meals, medication storage and delivery
in route. The use of black security wrist restraint boxes shall be limited unless
there is a verifiable security threat.

Retaking of Inmates
4. 7 .3 .1
Contractor shall surrender any State inmate to the proper officials of VTDOC
upon demand made to the Contractor and presentation of official written
authority to receive said inmate.
4. 7.3 .2
In the event that the State sends an inmate to the Facility who, in the opinion of
the Contractor, is unsuitable for housing at the facility due to custody
classification, medical, mental health or other reasons, the Contractor shall
discuss the inmate with the State. If it is agreed that the inmate shall be
returned to the State of Vermont, the inmate shall be placed on the next
available transport.
4.7.3.3
In emergent situations, Contractor shall coordinate transportation to Vermont
on a case by case basis.
Other than as provided above, any other transport of State inmates to or from Contractors
facility shall be at the cost of the State, unless otherwise agreed upori by the Contractor.

4.7.5

Contractor shall inform the State within twenty-four (24) hours of all cases where an
inmate is removed from the Contractor's Facility for emergency medical treatment,
scheduled doctor's appointment, or any other reason. All reasonable care shall be
exercised for the safekeeping and care of the inmate.

4.7.6

Upon expiration and/or termination of this Contract, State shall transport;at its cost, all
State inmates who had been transferred to the Facility under this Contract to a destination
of State's choice.

4. 7. 7

Except as otherwise indicated, transportation of an inmate for purposes of litigation for
which Contractor is providing State, its agencies or employees a defense per this contract
shall be at Contractor's expense.

STATE OF VERMONT Contract# 37036

4.8

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TRANSFER OF INMATE FUNDS/PERSONAL PROPERTY

4.8. J

Initial Transfer
4.8.1. l
State shall coordinate the inventory, search and packaging of inmate property
with PADOC. This shall include; (a) allowable property to transport with the
inmate, (b) allowable property that shall be shipped to the Facility, and (c)
non-allowable property to be shipped back to Vermont.
4.8.1.2
Contractor shall be responsible for all costs associated with the shipment of
allowable property on the transport vehicle and allowable property that shall be
shipped separately to the Facility. Contractor shall be responsible for any lost
or damaged inmate property during shipment.
4.8.1.3
State shall be responsible for any property that is shipped to Vermont or other
address for the sole reason that it is not allowed at the Facility. State shall be
responsible for any lost or damaged inmate property during shipment.
4.8.1.4
Contractor shall not destroy inmates' personal property that arrives at the
Facility on the initial transfer. Property that the Contractor deems not
allowable shall be inventoried, boxed and shipped to an address of the inmates
choosing. State shall reimburse the Contractor for the costs of these shipments.
4.8.1.5
State shall transfer inmate personal funds to Contractor to be credited to the
inmates' account by the Contractor.

4.8.2

Transfers from Vermont to the Facility
4.8.2.1
State shall inventory and package inmate property for transfer. This shall
include; (a) allowable property to transport with the inmate, and (b) allowable
property that shall be shipped to the Facility.
4.8.2.2
State shall screen the inmates' property for dangerous contraband such as
weapons, non-prescribed drugs, tobacco, or cell phones.
4.8.2.3
Contractor shall be responsible for all costs associated with the shipment of
allowable property on the transport and allowable property that shall be
shipped to the Facility. Contractor shall be responsible for any lost or damaged
inmate property during shipment
4.8.2.4
State shall transfer inmate personal funds to Contractor to be credited to the
inmates' account by the Contractor.
4.8.2.5
Contractor shall work with State on the collection of debt that may be owed by
State inmates in the Contractor's custody. State shall provide the Contractor,
on a monthly basis, a list of the current inmate debt accounts. Monies collected
from inmate accounts via the Contractor shall be submitted to VTDOC Central
Business Office on a monthly basis.

4.8.3

Transfers from the Facility to Vermont
4.8.3 .1
Contractor shall inventory and package inmate property for transfer. This shall
include; (a) allowable property to transport with the inmate, and (b) allowable
property that shall be shipped to Vermont as directed by the State.
4.8.3 .2
Contractor shall screen the inmates' property for dangerous contraband such as
weapons, non-prescribed drugs, tobacco, or cell phones.
4.8.3 .3
Contractor shall provide the State with signed, legible copies of property
receipts for all property shipped to Vermont.
4.8.3.4
Contractor shall be responsible for all costs associated with the shipment of
allowable property on the transport and allowable property that shall be

STATE OF VERMONT Contract # 3 7036

shipped to Vermont. Contractor shall be responsible for any lost or damaged
inmate property during shipment.
Inmate personal funds due to transferred inmates shail be provided by the
Contractor to State at the time of transfer. On the day of the return, the funds
shall be sent to the State along with a list of the inmates being transferred, their
dates of birth and the amount owed to each.
State shall work with the Contractor on the collection of debt that may be ·
owed by State inmates w.hile in the Contractor's custody. Contractor shall
provide Stat~, on a monthly basis, a list of the current inmate debt accounts.
Monies collected from inmate accounts via State shall be submitted to the
Contractors Business Office on a monthly basis.

4.8.3.5

4.8.3.6

4.9

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CUSTODY CLASSIFICATION
Contractor shall classify State inmates in accordance with the policies and procedures of the
Contractor and the rules and regulations of the Facility and the laws and regulations of the
state where the Facility is located.
Contractor shall not reduce custody classification of any State inmate placed pursuant to this
Contract unless agreed to in advance and in writing by the State. Contractor may increase the
custody classification of inmates in a manner consistent with its policies and procedures and
shall notify the State within seventy-two (72) hours of such action.
Contractor shall provide State with any documentation used in the Contractors classification
process to include; criteria, classification tools, and housing limitations for each custody
level.

4.10

CLOTH ING, LINEN AND LAUNDRY
Contractor shall be responsible for laundry services, repair, and replacement of State inmate
clothing during incarceration at the Facility. Contractor shall provide State inmates with
clean clothes and bedding on a weekly basis. Contractor shall provide State inmates with a
minimum of three (3) sets of clean facility uniforms upon admission as well as the following:
•
•
•
•
•
•
•
•
•

Socks - three pairs
Undershirts - three
Underwear - three
Shorts - One
Sweat clothes (top and bottom)- one set
Shoes-one
Long underwear (top and bottom)- one set (seasonal issue)
Winter jacket- one (seasonal issue)
Winter hat- one (seasonal issue)

Contractor shall provide State inmates with appropriate footwear for their work assignment.
Contractor shall make shoes available for purchase in the commissary.
Contractor shall provide laundry services to the inmates at no charge to the inmate in
accordance with established Contractor policies.

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Contractor shall provide clean bedding to include; sheets, blanket(s), pillow, pillow case and
mattress.
4.11

INMATE WORK
Contractor shl\ll employ State inmates for work to be performed for the benefit of the facility
such as; maintenance, clerical,janitorial, kitchen, laundry and Law Library. Contractor shall
ensure thatthere are sufficient job opportunities to employ, at a minimum, forty (40) percent
of the State's population housed at the Facility. The wage rate for these jobs shall be the
wages in place at the Facility as dictated by standards governing the Facility, including but
not limited to applicable statutes, but in no event sha11 be lower than the wages paid for the
same work to inmates at the Facility from other jurisdictions. This provision does not create
an employer/employee relationship subject to the Federal Fair Labor Standards Act; and that
such work is performed as part of the custodial arrangement. State inmate work assignments
shall be separated from other populations and jurisdictions.

4.12

INMATE PROGRAMS AND EDUCATION
Contractor shall afford all State inmates the opportunity to participate in programming
opportunities such as; educational, vocational, treatment, religious/spiritual and recreational.
Programs shall include but are not limited to;

4.12.l Education; Contractor shall utilize educational assessments to identify State inmates'
current educational requirements for placement in the most appropriate programs.
Contractor shall provide the following academic programs:
4.12.1.1 Adult Basic Education (Foundation Literacy)
4.12.1.2 Adult Basic Education (Literacy)
4.12.1.3 Adult Basic Education (Pre GED)
4.12.1.4 Adult Basic Education (GED)
4.12.1.5 Post-Secondary Academic
4.12.2 Vocation; Contractor shall provide the following vocational programs including the
equipment and software for the following:
4.12.2.1
4.12.2.2
4.12.2.3
4.12.2.4

Microsoft Office Keyboarding
Microsoft Office Word
Microsoft Office Power Point
Microsoft Office Excel

4.12.3 Treatment; Contractor shalJ provide the following substance abuse treatment programs:
4.12.3.1 Substance Abuse
4.12.3.2 Alcoholics Anonymous
4.12.3.3 Narcotics Anonymous
4.12.3 .4 Re-entry Program (Go Further Process)
4.12.4 Religious/spiritual; Contractor shall provide religious programs in accordance with ACA
standards.
4.12.5 Recreation; Contractor sha11 provide for a minimum of six (6) hours of out of cell
opportunities for inmates in General Population per day. This may be in the form of
indoor and outdoor recreation to include organized classes and activities. Indoor

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recreation shall include both dayroom access and time spent in a gymnasium. Outside of
extenuating circumstances, out of unit recreation shall be afforded seven (7) days a week
for no less than 1.5 hours per day. Contractor shall provide State inmates with equipment
and supplies to accommodate pro-social leisure time.
Nothing contained herein shall be construed to permit or require any State inmate to
participate in any training, work, or other program contrary to the laws of the State of
Vermont. State inmates shall not be eligible for furloughs, participation in the work
release program, or be employed in work programs outside the secured perimeter of the
Facility.
4.13

MEALS
Contractor shall provide State inmates with a nutritionally balanced, varied diet of adequate
portions of food, pursuant to standards established by the ACA. All menus shall be approved
by a registered dietician or nutritionist and all meals shall be prepared in compliance with the
approved menus. Contractor shall provide special meals which meet medical or religious
requirements of applicable State inmates. Special medical meals must meet the nutritional
requirements as prescribed by a medical doctor.

4.14

INMATE VISITS
Contractor shall provide State inmates with the opportunity to participate in in-person
visiting privileges from family members and friends for the purpose of maintaining family
and social relationships, and to facilitate the inmate's re-entry to the community. Conjugal
visiting is not authorized for State inmates.
Visiting privileges shall be based on the frequency, duration and procedures afforded to other
inmates housed by the Contractor and as appropriate to the inmate's custody level except
that:

4.14.1 Contractor shall vet all contact visitor approvals through the State. The State shall
provide the approved visitor list upon request or update.
4.14.2 Contractor shall provide and maintain the equipment at the Facility that would allow for
visits using secure compatible video equipment connected to a high-speed internet line or
kiosk that shall allow an inmate's family to have video contact with the inmate.
4.15

ACCESS TO COU RTS. LEGAL RESEARCH AND SUPPLIES
Contractor shall provide access to courts, access to a law library, and access to counsel in
accordance with ACA Fourth Edition standard, US Constitution and US Supreme Court.
Contractor shall provide a commensurate Access to Court services as provided by State in its
facilities.
Contractor shall ensure all State inmates Access to Court is in compliance and consistent
with State Policy 385 and Guidance Documents for staff and inmates. The Contractor shall
provide access to US Federal and the States legal research materials and texts at the Facility.
Prior to housing State inmates, Contractor shall provide a list of Federal and States legal
research software used, electronic equipment available for inmate use, and legal materials
and texts available at the Facility.

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Vermont-specific legal materials may be furnished by the State via online licenses with Lexis
Nexis. Contractor shall provide a minimum of four (4) kiosks or computer terminals to
ensure that every State inmate has access regardless of cu.stody level, or in the alternative
provide secure and monitored locations to house Vermont terminals, server and permit
installation of online DSL service. Equipment, DSL installation and service shall be the
responsibility of the State. Contractor shall ensure that sufficient power and outlets are
available at the place of State servers and terminal installations.
Contractor shall provide typewriters, ribbons, correction tape, typing paper, notary services,
photocopying services, in sufficient quantity and availability to meet constitutional
standards. Contractor shall provide suitable tables, desks, chairs, typing tables, computer
desks for State inmate use. State inmates may be billed for above items and services
consistent with VTDOC Directive 385 and relevant Guidance Documents. Indigent State
inmates' legitimate legal fillings shaU not be delayed due to inability to pay. Indigent State
inmates shall be provided with necessary services and materials to facilitate Access to
Courts. The Contractor is entitled to recover costs as soon as the inmate has sufficient funds
in his account.
4.16

INMATE ACCESS TO ATTORNEYS,

OU RTS AND VERMONT PAROLE BOARD

Contractor shall ensure that there is at least one (1) unmonitored telephone line per housing
unit available for State inmates to place and receive telephone calls to and from attorneys,
Courts, Vermont Parole Board, or other legal proceedings ordered and conducted by the state
or federal courts. Phone access, relative to this section, shall include a private room, a writing
table, and a chair for each participant. Contractor shall be responsible for connecting State
inmates with the applicable entity. Contractor shall ensure that calls are made between the
inmate and the authorized legal representative.
Contractor shall aJlow the Vermont Prisoner's Rights Office (PRO) physical access to State
inmates. Contractor shall provide a private room, a writing table, and a chair for each
participant for the PRO attorney or designee to meet with State inmates. State inmates shall
be permitted to bring paperwork or other documents with them when meeting with
representatives from the PRO.
Contractor shall ensure that the Facility has the capability to receive Skype for Business
video and audio conferencing. Skype for Business shall be used to accommodate, but not
limited to, State staff contacts with State inmates and Vermont Parole Board hearings. Any·
hardware costs incurred are the responsibility of the Contractor.

4.17

MAIL
Contractor shall provide State inmates with mail services. State inmates shaJI be provided the
opportunity to use up to seven (7) first class postage stamps per week. Contractor shall
develop a system to track the postage usage by inmate by week and submit documentation
with a monthly invoice for reimbursement.
Contractor shall provide State inmates that meet the criteria for indigent status with supplies
for correspondence. No request to mail a verified legal pleading shall be denied ~nder this

STATE OF VERMONT Contract# 3 7036

Page 14 of63

provision regardless of postage limit or financial status of the State inmate. The Contractor is
entitled to recover postage fees when the inmate has sufficient funds in their account.
Contractor shall not allow State inmates to correspond through the mail with any individual
on the State's negative contact list as established in 28 V.S.A. 11 § 802 (c) (d). State shall
· provide this list to the Contractor. State shall provide an updated list to the Contractor either
upon the Contractor's request or when changes are made to the list by the State.
Inmate to Inmate mail shall be approved or denied as determined between the Contractor and
State.
4.18

INTERDICTION PROGRAM .

4.18. l Urinalysis Testing
Contractor shall test via random sampling 5% of the State inmate population each
month. Contractor shall incur the costs for urinalysis testing.
4.18.2 Searches
Contractor shall search, in accordance with applicable state and federal law, 10% of the
State population each month. Contractor shall search the inmate, the inmate's room or
sleeping qu&rters, and the inmate's personal property.
In addition to the inmates and the inmate areas, Contractor shalJ also search the
common areas of the Facility on a routine basis so that each quarter all of the common
areas in the Facility have been searched.
4.18.3 Contraband
Contractor shall maintain a log of all dangerous contraband (e.g. illegal drugs, weapons,
cell phones, escape paraphernalia, etc.). Entries in the log at a minimum shall contain
what the contraband item was, where it was found, who found it, and when it was found
(date and time). The log shall also include how the contraband was disposed of.
Provided however, Contractor shalJ not log nuisance contraband such as excess
prop~rty or items, although prohibited, that do not constitute a danger to the good order
and security of the facility.
4.19

NOTIFICATION OF INCIDENTS AND EMERGENCIES

4.19.1 Contractor shall notify State of the following events within one (I) hour, to include
outside of normal business hours;
4.19.1.1
4.19.1.2
4.19.1.3

4. I 9.1.4
4.19. l.5

4.19.1.6
4.19.I.7

Death of a State inmate
Illness/medical condition (life threatening or high-lethality)
Suicide attempt (life threatening or high-lethality)
Escape or attempted escape
Hostage situation
Disturbances involving four (4) or more inmates
Lockdown of any State inmate housing units

STATE OF VERMONT Contract# 37036

Page 15 of63

4.19.2 Contractor shall notify State of any of the following events within twenty-four (24) hours
of occurrence:
4.19.2.1
4.19.2.2
4.19.2.3
4.19.2.4
4.19.2.5
4.19.2.6

Medical or mental health conditions that require transport to a hospital
Placement in the infirmary/medical/mental health observation
Assault/attempted with the use of a weapon
Evacuation
Use of any restraints for more than two (2) hours
Use of force in which there is an injury to a State inmate requiring medical
treatment
4.19.2.7 Alleged or known assault by an employee or civilian
4.19.2.8 Alleged or known PREA incident
4.19.2.9 Disturbance involving three (3) or more inmates which is not brought under
control within fifteen (15) minutes
4.19.2.10 Property destruction rendering a living unit or support service area unusable
4.19.2.11 Use ofchemical agents including hand-held OC units

Contractor may make initial notification via phone or e-mail contact. Contractor shall
provide State with electronic copies of the Facility's reports within seventy-two (72)
hours of the event.
4.20

ESCAPE
Contractor shall take-all actions necessary, in accordance with applicable law, to affect the
apprehension of the escaped inmate. In the case of an escape to a jurisdiction other than the
state in which the inmate was housed, the responsibility for extradition or rendition
proceedings shall be that of State. Any reasonable costs, including the expense and time of
State employees, up to $50,000.00 incurred by State in connection with any escape and or
rendition and extradition process shall be chargeable to and borne by Contractor.

4.21

RECORDS AND REPORTS FROM CONTRACTOR
Contractor shall provide the following information and reports to the State. All information
and reports shall be uploaded to the Globalscape folder.

4.21.1 Any time a State inmate is placed in segregation, for any reason, a written report
documenting the reason shall be uploaded to the Globalscape folder within twenty-four
(24) hours.
4.21.2 Each Monday, a report shall be uploaded to the Globalscape folder, by 1100 hours (EST),
that shows the number of State inmates in segregation by name, their admission date into
segregation, the reason for their placement, and when they were released from
segregation.
4.21.3· Contractor shall provide monthly reports to the State by the 5th of every month detailing
information for the month prior. Monthly reports shall include:
4.21.3.1 Food Service - menu for the upcoming month, number of times the menu was
changed last month, number of special and medical diets prepared;
4.21.3 .2 Disciplinaries - a report that reflects the inmate names, rule infractions, date of
infraction, hearing date, hearing results, imposed sanctions and any appeals
filed;

STATE OF VERMONT Contract# 3 7036

4 .21.3 .3

4.21.3 .4
4.21.3 .5
4.21.3 .6
4.21.3.7
4.21.3.8
4.21.3.9
4.21.3 .10
4.21.3.11
4.21.3 .12

4.21.3 .13
4.21.3.14
4.21.3 .15

4.21.3.16

Page 16 of63

Grievances - a report that reflects the inmate names, the category of the
complaint, the resolution, and dates throughout the process; including informal
complaints, formal grievances and any appeals filed, narrative of trends or
patterns identified through grievance reviews;
Urinalysis - name, date, random/cause, results, (positive for);
Searches - random and cause;
Contraband Log - what it was, where it was found, who found it, when it was
found (date and time) and inmates(s) names if applicable;
Visitation - numbers of inmates receiving visits and the number of visitors,
hours of visiting; including contact and noncontact visits;
Religious Services - hours, participants, faith;
Recreation - indoor, outdoor, activities, participants;
Education - hours, participants, classes;
Work- hours, participants,jobs;
Law Library access - days and hours available by week, inmate sign in sheets
evidencing individual inmate usage, services provided to inmates unable to
access the law library (segregation, infirmary, special management units),
equipment unavailability or failure (photocopjer, typewriter, terminals);
Lawsuits - current lawsuits by State inmates served on the Facility or
Corporation;
Security Threat Group (STG) identification or validation;
Health Services Statistical and Monitoring Reports - including Chronic
Illnesses, Mental Health Caseload Status and Treatment Planning, Off-site '
Services and others as determined by the VT DOC Health Services Division.;
Updates on staffing levels at the Facility.

Any records or reports provided to the State from the Contractor, in any form, shall be
considered a public record under the Vermont Public Records Act and shall be subject to
disclosure.
4.22

PHOTOGRAPHING AND PUBLICIT Y
Contractor shall not be authorized to release publicity concerning State i.nmates. Contractor
shall not release personal histories or photographs of such inmates or information concerning
their arrivals or departures or permit reporters or photographers to interview or photograph
such inmates without the express written permission of the State and of the inmate. The
Contractor may photograph inmates as a means of identification for official use only;
however, photographs of an inmate may be disseminated to appropriate law enforcement
officials and to the press in. the event of any escape from an institution by such inmate.
All requests for media interviews with State inmates must be approved in advance by the
State.

4.23

COMPREHENSIVE HEALTHCARE SERVICES
Contractor's written policies and procedures shall describe health services, mental health
service, and dental services to be provided. At a minimum, these must meet ACA standards,
federal, state and local laws and regulations, and the following State policies and procedures.

4.23.l

Initial Healthcare Receiving Screening

STATE OF VERMONT Contract# 37036

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Contractor shall conduct a receiving screening on all newly admitted State inmates within
twenty-four (24) hours of the inmate's arrival at the Facility. Contractor shall ensure that
this screening is conducted by a qualified healthcare professional who is licensed in the
State of Mississippi and shall include review of healthcare information for each inmate
and provision of necessary services, including but not limited to:
4.23.1.1

Current and past me5iical, mental health, dental, phannacological, and other
problems;
4.23.1.2 A physical evaluation;
4.23.1.3 Observation of:
4.23 .1.3 .1 Behavior, which includes state of consciousness, mental status
(including suicidal ideation), appearance, conduct, tremors and
sweating;
4.23 .1.3 .2 Body deformities and ease of movement;
4.23 .1.3 .3 Persistent cough or lethargy; and
4.23 .1.3 .4 Condition of skin, including trauma markings, bruises, lesions,
jaundice, rashes, infestations and needle marks or other indications
of drug abuse. This should also include a Methicillin Resistant
Staphylococcus Aurous (MRSA) check.
4.23.1.4 History of serious infectious or communicable diseases, and any treatment or
symptoms (e.g., chronic cough, lethargy, weakness, weight loss, loss of
appetite, fever, night sweats) suggestive of such illness;
4.23.1.5 Mental illness, including history of suicidal ideation;
4.23.1.6 Current and past medications;
4.23.1.7 Dietary requirements;
4.23.1.8 Use of alcohol and other drugs, and any history of associated withdrawal
symptoms;
4.23.1.9 Screening and evaluation for other health problems;
4.23.1.10 Education and orientation regarding how to access healthcare services at the
Facility, including:
4.23. I.I 0.1 Procedures for obtaining healthcare services ( e.g., submission of
"Healthcare Request Forms");
4.23. I. I 0.2 Timeframes for sick call responses;
4.23. I. I 0.3 How various healthcare services are provided, including but not
limited to chronic care, emergency services, pharmaceutical
services, and infirmary services;
4.23. I .10.4 The behavior expected of inmates while in the health care services
area;
4.23 .1.10.5 Grievance procedures;
4.23. I .10.6 Procedure for obtaining copies of protected health information.
4.23. I. I 0. 7 Orientation to the Prison Rape Elimination Act (PREA) to include
the Contractor(s) local procedures on how to,report sexual abuse
or harassment.
4.23. I .10.8 Information regarding how to complete Advance Directive forms
which are germane to the State of Mississippi.
4.23.2 Physical Examinations
Contractor shall ensure that physical examinations are conducted annually or as
clinically indicated based on the age and unique health condition of each inmate.

STATE OF VERMONT Contract# 37036

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4.23.3 Sick Call
Contractor shall provide a sick call system which provides inmates with access to health
care services. Contractor's Health care staff shall collect, triage, and respond to all
inmate requests daily. The frequency of sick call shall be consistent with NCCHC
standards. If the inmate's custody status precludes attendance at sick call, appropriate
measures shall be taken to provide access to health care services.
4.23 .4 Emergency Services
Contractor shall provide an immediate response to inmates with emergency health care
needs. Contractor shall have twenty-four (24) hour physician coverage or telephone oncall coverage. Contractor shall have specific written policies and procedures to address
emergency response and the emergency transfer of inmates. Contractor shall
completely and accurately document all emergency responses in the inmate's medical
record. ·
4.23 .5 Infirmary Services
Contractor shall staff and utilize infirmary bed!:) available at the Facility for admissions
which do not require hospitalization. Inmates requiring respiratory isolation shall be
housed in a designated negative air pressure room. The Contractor shall comply with
state and federal laws and NCCHC standards with respect to the management and
operation of infirmary facilities. Physician orders shall dictate when inmates are
admitted to and discharged from the infirmary/medical housing as well as how
frequently the inmate shall be seen by qualified healthcare professionals. All inmates
placed in the infirmary or medical observation shall at all times be able to access
healthcare services through visual or auditory cues.
4.23 .6 Hospitalization
Contractor shall ensure that all inpatient hospital claims are processed through the
Vermont Department of Vermont Health Access (Vermont's Medicaid program), since
all State inmates may receive Medicaid benefits for inpatient hospital services, even if
those services are provided out of state. The Contractor shall be financially responsible
for all inpatient hospital services that are not remitted through Vermont's Medicaid
program. Contractor shall ensure that an inmate's medical chart accurately and
completely documents services provided by community health care providers.
Under no circumstances shall Contractor limit or delay access to inpatient
hospitalization for inmates identified as needing this.level of care. State, at its
discretion, may audit any case to ensure that there is no limit or delay access to
inpatient hospitalization for inmates identified as needing this level of care.
4.23. 7 Utilization Management & Specialty Outpatient Services
Contractor shall implement a utilization management process, utilizing Interqual or
other criteria, for the purposes of the timely review, approval, denial, or modification of
requests for specialty outpatient services. Contractor shall be responsible for
scheduling, authorizing, and coordinating all specialty services. Contractor shall arrange

STATE OF VERMONT Contract# 3 7036

Page 19 of63

for qualified medical specialists to visit the Facility to avoid the transport of inmates
off-site whenever possible. If necessary, an outside referral shall be made for services
that cannot be provided at the Facility. To the degree possible, diagnostic testing shall
be performed on-site. The Contractor shall provide specialty service providers with all
pertinent information needed to facilitate timely assessment, diagnosis, and treatment.
The medical specialist shall receive diagnostic testing results, substantive patient
history and clinical findings in the form of a written referral.
Contractor shall ensure that all inmates retuming from outside hospital stays or clinic
visits shall be seen immediately upon return by a medical professional, and a progress
note regarding the review shall be documented in the inmate's health care record.
Contractor shall document all off-site services provided to the inmate in the inmate's
healthcare record.
Under no circumstances shall Contractor limit or delay access to specialty services for
inmates identified as needing this care. State, at its discretion, may audit any case to
ensure that there is no limit or delay of access to specialty services for inmates
identified as needing this care.
4.23.8 Laboratory Services
Contractor shall provide lab diagnostic testing. Laboratory testing shall include but not
be limited to routine, special chemistry, and toxicology analysis. The laboratory shall
meet all applicable state and federal requirements for specimen handling, testing, and
reporting. The Contractor shall review any test and or, lab results with the inmate in a
timely manner based on the acute or non-acute nature of the testing performed. The
Contractor shall document all conversations with inmates regarding laboratory results in
the inmate's healthcare record.
4.23.9 Radiology Services
Contractor shall ensure that a radiology technician shall be available to provide
radiology services. Contractor shall refer inmates off-site for procedures beyond the
scope of services provided on-site. Contractor shall ensure that a Board-Certified
radiologist shall read the·studies in a timely manner. Contractor shall document the
radiology report and maintain it in the inmate's healthcare record. The Contractor's
Medical Director shall review, initial, and date all radiology reports. Contractor shall
furnish a verbal notification of all positive findings to the State's Medical Director or
his/her designee within three (3) working days; this verbal notification is to be followed
up by a written notice of findings within ten (10) working days.
4.23.10 Medical Diets
Contractor shall make medical diets available to inmates when indicated and ordered by
the physician. Contractor shall document the need and dietary services required in the
inmate's healthcare record. Contractor shall document the inmate's orientation to the
medical diet in the healthcare record. In accordance with NCCHC standards, Contractor
shall coordinate reviews of all diets at least every six (6) months with a registered
dietitian.

STATE OF VERMONT Contract# 37036

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4.23.11 EKG Services
Contractor shall provide EKG services and necessary EKG ~quipment. Contractor shall
ensure that there is immediate reading and reporting ofresults of EKG. Contractor shall
conduct in service training of nursing staff on EKG services.
4.23.12 Medical Prosthetics
Contractor shall provide prosthetic devices to inmates as medically indicated.
Prosthetics shall be selected according to community standards, but also must conform
to security requirements of the Facility and the Americans with Disabilities Act. The
costs associated with providing prosthetics shall be borne by the Contractor.
4.23.13 Optical Services
Contractor shall identify the need for optical services. Contractor shall ensure that
inmates requesting health care services for visual problems shall be evaluated using the
Snellen eye chart by nursing staff. If a visual deficiency beyond 20/40 is identified,
Contractor shall refer the inmate to Contractor's optical service provider. Contractor
shall coordinate the provision of optometrist services either on-site or off-site.
Contractor shall pay for the evaluation, fitting, and dispensing of an optometrist.
Contractor shall provide one (1) set of eyeglasses to inmates if prescribed and deemed
necessary by the optometrist. Inmates shall be eligible to receive follow-up eye exams
every two (2) years.
Contractor shall offer all monocular inmates a referral to the optometrist for a
discussion of vision preservation without regard for visual acuity by Snellen testing.
4.23 .14 Pharmaceuticals
Contractor shall provide a total pharmaceutical system, including psychotropic
medications, which is sufficient to meet the needs of the State inmates. Policies,
procedures and practices addressing pharmaceuticals shall be in compliance with all
applicable state and federal regulations.
The pharmaceutical system shall have the following components:

4.23 .14.1 Medication ordered by a qualified provider (physician, psychiatrist, nursepractitioner, dentist) shall be appropriately documented in the medication
administration record (MAR) and healthcare record.
4.23 .14.2 A pharmaceutical inventory shall be established to facilitate the initiation of
pharmaceutical therapy upon the physician's order. An inventory control
system shall be implemented to ensure the availability of necessary and
commonly prescribed medications. All pharmaceuticals shall be prepared,
maintained, and stored under secure conditions to protect against the loss of
pharmaceuticals.
4.23. 14.3 An adequate and proper supply of antidotes and emergency medications shall
be available.
4.23.14.4 Contractor shall maintain a formulary listing the available medications, and
this formulary shall be available to the State.

STATE OF VERMONT Contract# 37036

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4.23.14.5 While it is recognized that formulary prescribing is the norm, cases may arise
in which non-formulary medications are determined to be the most effective
treatment. When this occurs, the need for non-formulary medications shall be
reviewed as part of the Utilization Management process and provided to the
inmate as indicated by the appropriate authority (e.g., Medical Director).
4.23 .15 Medication Administration
Contractor shall maintain a medication administration system which meets the needs of
State inmates. Medication shall be administered to inmates by nurses or other
authorized personnel three (3) times daily or as ordered. The administration of each
medication shall be documented on a medication administration record (MAR). On the
MAR, staff shall document instances when an inmate refuses a medication or is not
available to receive a medication. Medication administration times shaJI be adjusted to
meet the needs of inmates who participate in work details or classes.
For inmates who are non-adherent to medications (especiaJly essential medications to
control chronic or acute health or mental health conditions), referrals to a medical or
mental health provider for counseling shall be made prior to discontinuing the
medication. Psychiatric medications shall not be discontinued until the inmate has met
with mental health staff to discuss the reason the medication was originally prescribed
and the risks of discontinuation. All conversations regarding medication non-adherence
shall be documented in the inmate's healthcare record.
4.23. I 6 Dental Services
Contractor shall provide on-site dental services which include preventive and
restorative care. An initial dental appraisal and instruction in oral hygiene shall be
conducted within fourteen (14) days of admission. The Contractor's provision of a
dental screening for all referred inmates shall be conducted by a licensed dentist.
Nurses who provide oral hygiene instruction shall receive in-service training.
Inmates may request dental services in accordance with the Contractor's protocols and
procedures. Inmates shall be seen as soon as practicable, based on acuity. Inmates who
require treatment beyond the capabilities of the Contractor's licensed dentist shall be
referred to a dental specialist. Dental prostheses shall be provided as determined by a
licensed dentist.
·
4.23.17 Hepatitis C Treatment
It is recognized by the Parties that the prevalence of hepatitis in prison populations is
higher than the general public. The Contractor shall develop clinical guidelines,
consistent with Federal Bureau of Prison Guidelines, for the treatment of hepatitis C.
Contractor shall be responsible for the costs associated with hepatitis C treatment.
4.23.18 Mental Health Services
Contractor shall provide individualized mental health services to meet the needs of
State inmates, including assessment, evaluation, diagnosis, development of treatment
plan~, evidence-based individual and group interventions, psychopharmacology, and
periodic review by a multi-disciplinary treatment team. AH mental health records shall

STA TE OF VERMONT Contract# 3 7036

Page22 of63

be provided by the State to the Contractor for the purposes of continuity of care. The
Contractor shall document all mental health services provided to inmates (including
refusals of care) in the inmate's healthcare record.
4.23.19 Suicide Prevention and Crisis Intervention
Contractor shall provide routine screening and evaluation of inmates to assess suicidal
ideation or behavior. When an inmate is suspected of being at risk of harming self or
others, Contractor shall take all necessary measures and interventions to maintain the
inmate's safety. Compliance with standards of professional practice shall be followed.
When an inmate experiences psychiatric emergencies or crisis, the Contractor shall take
all necessary measures to respond to the inmate's needs, place the inmate in an
appropriate treatment setting (including but not limited to medical observation or a
psychiatric hospital), and maintain the safety of the inmate and staff.
Contractor shall document all interactions with inmates that are suicidal or showing
signs of psychological decompensation in the inmate's healthcare record.
4.23.20 Health Care Records
Contractor shall maintain a healthcare record for all inmates which includes
documentation of all healthcare services provided to inmates on-site or off-site.
Contractor shall provide full and unrestricted access to and copies of the appropriate
health care record to the State within the scope of legal and regulatory requirements and
in accordance with the State's policies, procedures and directives. Contractor's with an
electronic health record shall provide read-only access to the State's Director of
Nursing or designee. Contractor shall respond to written requests for information
regarding the health status of an inmate within 24 hours of the written request. Failure
to respond to the State's request for additional information may result in the assessment
of liquidated damages, which shall be deducted from the Contractor's monthly invoice.
The standardized health care record shall contain, but not be fimited to, the following
information:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•

Problem list;
ADA accommodations and forms;
Completed intake screening form;
Health appraisal form;
Clinical (SOAP(E)) notes;
Physician orders;
Inmate requests for health care services, including illnesses and injuries;
All diagnostic findings, treatments and dispositions;
Prescribed medications and their administration;
Laboratory, radiology and other diagnostic studies;
Consent and refusal forms;
Release of Information forms;
Date and time of health care encounters;
The health care provider's name and title;
Hospital reports and discharge summaries;

STATE OF VERMONT Contract# 37036

•
•
•
•
•
•

Page 23 of63

Intra-system and inter-system transfer summaries;
Specialized treatment plans;
Consultation forms;
Healthcare Request Forms;
Grievance forms;
Documentation of all medical, dental and mental health care services provided,
whether from inside or outside the facility.

A health care record shall be initiated during the inmate's first health care encounter and
shall contain complete and accurate records of health care services provided during the
inmate's placement at the Facility. The State shall provide health information at the
time of transfer, and the Contractor shall provide relevant records to the State upon an
inmate's return to the State's custody. Health care records shall be maintained securely.
and in a confidential manner at all times.
4.23 .21 Quality Assurance and Improvement Program
Contractor shall implement a Quality Assurance (QA) and Continuous Quality
Improvement (CQI) program as set forth by NCCHC standards. The program shall be
designed to identify issues related to providing healthcare services and develop
corrective action plans to address deficiencies in a timely manner.
The program shall consist of the following elements:
•

Risk Management - Contractor shall establish a logical and thorough system of
policies and procedures to minimize exposure to liability. Risk management
activities focus on the identification of clinical events which have, or may have, the
potential of placing the inmate, health care provider, or the facility at risk.
Identified risk areas are investigated and analyzed to develop policies and
procedures that reduce risk and maintain a safe clinical setting. The quality
improvement plan shall include a safety component to provide a safe environment
for inmates, employees and visitors.

•

Infection Control - Contractor's infection control policies and procedures shall
focus on the prevention, identification and control of diseases acquired in the
facility setting or brought in from the outside community. The infection control
program shall address hand washing, housekeeping, decontamination, disinfection
and sterilization of equipment and supplies, medical isolation, infectious agents,
blood borne pathogens, infectious waste, pest control and parasite infected
environments.

•

Utilization of Services - Contractor shall collect and monitor statistical data to
detect potential problems. Volume data reporting forms shall be used to report data
and to track the utilization of health care services on a year-to-date basis. All
deviations shall be reviewed for problem identification. Contractor shall monitor
the utilization of all health care services provided off-site, as compared to national
data on incarcerated populations, and shall be readily available for telephone
consultations. Contractor shall provide the State with a monthly report identifying
those inmates transferred off-site to the hospital emergency department, and a status
report on all inmates in local hospitals and infirmaries. Contractor's volume data

STATE OF VERMONT Contract# 37036

Page 24 of63

reporting forms shall also be used to prepare a narrative report on the types and
numbers of services provided.
•

Inmate Grievances - Grievances are reviewed to identify potential areas of concern
and to determine if problematic patterns exist. Inmate grievances shall be
documented in a log to assist in monitoring compliance with policy and procedure
related to inmate grievances and to summarize those areas which are frequently the
topic of inmate dissatisfaction. All inmate grievances shall be responded to within
twenty (20) days of receipt and included in monthly reporting.

Contractor shall work with the State's Health Services Administrator or designees on all
QA and CQI plans relating to State inmates. The Contractor shall provide the State with
all QA, CQI, and corrective action plans that are developed as a result of critical clinical
events, including but not limited to expected or unexpected inmate deaths, even if those
documents are generally protected by "peer review" statutes. The Contractor shall
verify its compliance with all QA, CQI, and corrective action plans suggested by the
State.
4.23.22 NCCHC Accreditation
Contractor shall work in good faith to pursue NCCHC accreditation and shall receive
accreditation for these sites, or any other sites where State inmates are housed, within
twelve (12) months of the commencement date of the contract
4.23.23 Inmate Death
Contractor's written policies and procedures shall provide for the prompt notification of
the State in case of an expected or unexpected inmate death. Any death of a·State
inmate assigned to the Facility shall be reported within one (1) hour of the death to
State. A post-mortem/autopsy examination shall be conducted on all inmates who die
while in the custody of the Contractor. The costs of post-mortem/autopsy examination
shall be borne by the Contractor. Contractor and State shall communicate with each
other to determine the most appropriate way to convey notice of an inmate's death to
his next-of-kin. Contractor shall provide the State with any and all documentation, or
other information such as video, relative to the inmate death within 7 days of the event.
The State will be responsible for all costs to prepare and transport the body of a
deceased Vermont inmate.
4.23.24 Medical Co-pay
Contractor shall not charge a medical co-payment to State inmates.
4.24

HEADINGS
Headings herein are for convenience of reference only and shall not be considered any
interpretation of this Contract.

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5. NOTICES
Any notice provided for in this Contract shall be in writing and served by personal delivery or by
certified mail, return receipt requested, postage prepaid, or by national overnight courier service at the
addresses listed in Section 13 unless written notice of a change is received from the other party. Any
notice so mailed and any notice served by personal delivery shall be deemed delivered and effective
upon receipt or upon attempted delivery. This method of notification will be used in all instances,
except for emergency situations when immediate notification is required pursuant to the appropriate
sections of this Contract.

6. NO THIRD-PARTY BENEFICIARY ENFORCEMENT
It is expressly understood and agreed that enforcement of the terms and conditions of this Contract,
and all rights of action relating to such enforcement, shall be strictly reserved to State and Contractor,
and nothing contained in this Contract shall give or allow any claim or right of action whatsoever by
any other person on this Contract. It is the express intention of State and Contractor that any entity,
other than State or Contractor receiving services or benefits under this Contract, shall be deemed an
incidental beneficiary only.

7.

MODIFICATION AND WAIVER
This Contract contains the entire Contract and understanding between the parties and supersedes any
other Contracts concerning the subject matter of this transaction, whether oral or written. No
modification, amendment, notation, renewal or other alteration of or to this Contract shall be deemed
valid or of any force or effect whatsoever, unless mutually agreed upon in writing by the parties. No
breach of any term, provision or clause of this Contract shall be deemed, waived or excused, unless
such waiver or consent shall be in writing and signed by the party claimed to have waived or
consented. Any consent by any party to, or waiver of, a breach by the other, whether express or
implied, shall not constitute consent to, waiver of, or excuse of any other different or subsequent
breach.

8.

SEVERABILITY
If any term or condition of this Contract shaH be held to be invalid, illegal or unenforceable, this
Contract shall be construed and enforced without such provision to the extent this Contract is then
capable of execution within the original intent of the parties.

9.

RISK OF PHYSICAL DAMAGE TO FACILITY
The risks and costs of physical damage to the Facility incurred as a dire.c t result of the placement of
State inmates in the Faciljty shall be considered usual costs incidental to the operation of the-Facility
and part of the costs reimbursed by the fixed rate per inmate day as provided in Attachment B .
Contractor shall not administratively adjudicate reimbursement from State inmates without a small
claims or other court order to recover expenses related to damages caused by State inmates.

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10. COMPLIANCE WITH APPLICABLE LAWS
Contractor shall, at all times during the perfonnance of its obligations of this Contract strictly adhere
to all applicable federal laws and regulations, including protection of the confidentiality of all
applicant/recipient records, papers, documents, tapes or any other materials that have been or may
hereafter be established which relate to this Contract. The Contractor acknowledges that the following
laws are included: Title VII of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of
1972, the Education Amendments of 1972, the Age Discrimination Act of 1975, the Americans With
Disabilities Act, including Title 11, Subtitle A, 24 U.S.C. Sec. 12101, et seq. and all rules and
regulations applicable to these laws prohibiting discrimination because of race, religion, color,
national origin, creed, sex, age and handicap in federally assisted health and human services
programs. This assurance is given in consideration of and for the purpose of obtaining any and all
federal grants, or other federal financial assistance.
Contractor assures State that at all times during the performance of this Contract that no qualified
individual with a, disability shall, by reason of such disability, be excluded from participation in, or
denied to benefits of service, programs, or activities performed by the Contractor, or be subjected to
any discrimination by the Contractor upon which assurance State relies.
Contractor shall provide any infonnation and assistance necessary for State to fulfill any federal
VOi/TiS grant requirements for funds for the financing of this Contract.
11. CONTACT PERSON
The contact person for the State is;
Shannon Marcoux, Faci1ities Operations Manager
NOB 2 South, 280 State Drive
Waterbury, VT 05671-2000
shannon.marcoux@vermont. ov
Office: 802-241-0017
·
Cell: 802-535-8658
The contact person for the Contractor is;
Cole Carter, General Counsel
CoreCivic
IO Burton Hills Boulevard
Nashville, TN 37215
Cole.Carter@corecivic.com
615-263-3000
And
Warden Martin Frink
Tallahatchie County Correctional Facility
415 U.S. Highway 49North
Tutwiler, MS 38963
Martin.Frink@corecivic.com
662-345-6567

STATE OF VERMONT Contract# 37036

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Replacement of the individuals named herein may be accomplished by written notice to the other
party.
12. COMMISSARY
Commissary commissions will be collected and deposited into the Inmate Recreation Fund,for all
Vermont correctional facilities.

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ATTACHMENT B-PAYMENT PROVISIONS
The maximum dollar amount payable under this contract is not intended as any fonn of a guaranteed
amount. The Contractor will be paid for products or services actually delivered or perfonned, as specified
in Attachment A, up to the maximum allowable amount specified on page 1 of this contract.
1. Prior to commencement of work and release of any payments, Contractor shaU submit to the State:
a . . a certificate of insurance consistent with the requirements set forth in Attachment C,
Section 8 (Insurance), and with any additional requirements for insurance as may be set
forth elsewhere in this contract; and
b. a current IRS Fonn W-9 (signed within the last six months).
2. Payment terms are Net 30 days from the date the State receives an error-free invoice with all
necessary and complete supporting documentation.
3. Contractor shall submit detailed invoices itemizing all work performed during the invoice period,
including the dates of service, rates of pay, and any other information and/or documentation
appropriate and sufficient to substantiate the amount invoiced for payment by the State. All
invoices must include the Contract # for this contract.
4.

Contractor shall submit invoices to the State in accordance with the schedule set forth in this
Attachment B. Unless a more particular schedule is provided herein, invoices shall be submitted
not more frequently than monthly.

5. Invoices shall be submitted to the State at the following address: VTDOC Business Office NOB 2
South, 280 State Drive, Waterbury, VT 05671-2000.
6. The payment schedule for deJivered products, or rates for services performed, and any additional
reimbursements, are as follows:
Except as otherwise provided herein, the entire cost to State for housing inmates with Contractor
under the terms of this Agreement shall be fixed at $7 i .00 per inmate per day for the first year of
this contract On October 1, 2019 and every subsequent October in which this Agreement or any
renewal term is in effect, the then current rates shall increase. The rates for the four-year term
shall be as follows:
Year One: $71.00
Year Two: $72.99
Year Three: $75.04
Year Four: $77 .15
State shall be billed monthly by the Contractor. State shall pay Contractor for the day Contractor
takes custody of an inmate and every subsequent day the inmate remains in the custody of the
Contractor, except Contractor shall not be paid for the day the inmate ceases to be in the custody
of Contractor. Contractor shall present VTDOC with an in'{oice no later than 15 days after the
close of the month. Payment shall be made within thirty (30) days of a correct invoice. State and
Contractor shall use all reasonable efforts to ensure that an invoice is reviewed and, if necessary,
corrected in a timely fashion.

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State shall receive an annual credit of Fifty Thousand Dollars ($50,000.00) to offset its expense
for the on-site contract monitors. This credit shall be deducted on each monthly invoice in the
amount of four thousand one hundred sixty-six dollars and sixty-seven cents ($4,166.67).
Beginning on October 1, 2019 and continuing each year that this Agreement or any renewal term
is in effect, the annual credit for the on-site contract monitor shall increase by three percent (3%)
over the prior year's credit and the amount deducted on the monthly invoice shall be adjusted
accordingly.
State shall reimburse Contractor for State inmate postage on a monthly basis as outlined in
Attachment A section 4. 17.
·
Commissary profits shall be paid to State on a monthly basis via check mailed to the VTDOC
Business Office. Contractor shall provide a detailed statement of commissary sales to State
inmates separated by commissionable and non-commissionable items.
The parties acknowledge and agree that liquidated damages included in this contract applicable to
Attachment A section 4.23.20 shall not apply in situations where the Contractor's failed
performance is related to events or actions outside of the control of the Contractor.
Liquidated damages are intended to represent estimated actual damages and are not intended as a
penalty and Contractor shall pay them to the State without limiting the State' s right to terminate
this agreement for default as provided elsewhere herein. If there is a determination of actual
damage, the calculated amount may be deducted from the Contractor's total remittance for the
month. Liquidated damages shall be calculated at $294.03 per day.
The parties recognize that the rates agreed upon in this Contract are based on current applicable
law, court orders, regulations, policies, procedures, guidelines, VTDOC Directives and Guidance
Documents and ACA standards in effect as of the date the Contract is signed. If changes in
current applicable law, regulations, applicable policies, procedures, guidelines, VTDOC
Directives and Guidance Documents or ACA standards increase the Contractor's costs to comply
with its obligations under this Contract, the parties agree to review the changes and negotiate a
modification in the form of an amendment to this contract in good faith to provide adequate
compensation for the changes.

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ATTACHMENT C: STANDARD STATE PROVISIONS
FOR (:ONTRACTS 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 Federallyfunded 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 rriay 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 soch 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.

STATE OF VERMONT Contract# 37036

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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.
Notwithstanding any contrary language anywhere, in no event 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.

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 outof-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 qfVermont
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 ofCancellation 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.

STATE OF VERMONT Contract# 37036

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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 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 limited notwithstanding any agreement
of the State to otherwise limit Party's liability.
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 miscondu~t 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 of21 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 th is 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 resp~nsibility, 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.

STATE OF VERMONT Contract# 37036

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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 of Purchases: All State purchases must be invoiced tax free. An exemption certificate will
be furnished upon request with respect to otherwise taxable items.
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.
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
of 2009 (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 Disabilities 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
Agr~ement 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

STATE OF VERMONT Contract# 3 7036

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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.
Palfy 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 oflnterest: 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 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 tenn or termination of this 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 ofa 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.

STATE OF VERMONT Contract# 37036

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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 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.
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)

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ATTACHMENT D
INFORMATION TECHNOLOGY PROFESSIONAL SERVICES
TERMS AND CONDITIONS (rev. 3/29/18)
1. OWNERSHIP AND LICENSE IN DELIVERABLES
1.1
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 royaltyfree 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.
1.2
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, 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 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.
1.3
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.

Page 37 of63

STATE OF VERMONT Contract# 37036

"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 un.der
~opyright 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 thirdparty 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, witho"Qt prior authorization by the State. Nothing herein
shall entitle the State to pre-existing Contractor Intellectual Property or Contractor Intellectual
Property developed outside ohhis Contract with no assistance from State.

2. CONFIDENTIALITY
REPORTING

AND

NON-DISCLOSURE;

SECURITY

BREACH

2.1
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.
2.2
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, 1 V.S.A. § 315 et
seq. The State will not disclose information for which a reasonable claim of exemption can be
made pursuant to 1 V.S.A. § 317(c), including, but not limited to, trade secrets, proprietary
information or financial information, including any formulae, plan, pattern, process, tool,
mechanism, compound, procedure, production data, or compilation of information which is not

STATE OF VERMONT Contract# 37036

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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.

2.3
Confidentiality of State Information. In performance of this Contract, and any exhibit
or schedule hereunder, the Party 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 HIP AA Business Associate Agreement
attached hereto as Attachment Before receiving or controlling 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.

Page 39 of63

STATE OF VERMONT Contract# 3 7036

State Data shall not be stored, accessed from, or transferred to any location outside the United
States.
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 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. ·
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.

3. SECURITY OF STATE INFORMATION.
3.1
Security Standards. To the extent Contractor has access to, processes, handles, collects,
transmits, stores 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 modeled on NIST Special
Publication 800-39 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
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 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

or

STATE OF VERMONT Contract# 37036

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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.

3.2
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 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 ("D FR"), 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 V(;rmont 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.

STATE OF VERMONT Contract# 37036

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4. CONTRACTOR'S REPRESENTATIONS AND WARRANTIES

4.1

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 pending 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 this 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 services as set forth in this Contract; (b) shall be responsible
for and have full authority to license all proprietary and/or third party software modules,
including algorithms and protocols, that Contractor incorporates into its product; and (c)
none of the services 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.·

4.2

Contractor's Performance Warranties. Contractor represents and warrants to the State
that:
(i)
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.
(ii)
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 operati(?l). of any hardware, software, data or
peripheral equipment of or utilized by the State. Without limiting the 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.
(iii)
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

STATE OF VERMONT Contract# 37036

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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.

5. 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 agrees to procure and
maintain (a) Technology Professional Liability insurance for any and all services performed under
this Contract, with minimum third-party coverage of $5,000,000.00 per claim, $10,000,000.00
aggregate. To the extent Contractor has access to, processes, handles, collects, transmits, stores or
otherwise deals with State Data, Contractor shall maintain first party Breach Notification Coverage
of not less than $1,000,000.00.
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 nfill?.e the State of
Vermont and its officers and employees as additional insureds for liability arising out of this
Contract.

6.
REMEDIES FOR DEFAULT. In the event either party is in default under this Contract,
the non-defaulting party may, at its option, pursue any or al1 of the remedies available to it under
this Contract, including termination for cause, and ai law,or in equity.
7. TERMINATION
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 Data, State Intellectual Property or other State information and materials are to be transferred
in connection with termination. Contractor shall assist the State in exporting and extracting any
and all State data, 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.
7.1

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.

7.2
Return of Property. Upon termination of this Contract for any reason whatsoever,
Contractor shall immediately deliver to State all State Intellectual Property and State Data
(including without limitation any Deliverables for which State has made payment in whole or in
part), 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.

STATE OF VERMONT Contract# 3 7036

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8.
DESTRUCTION OF STATE DATA. At anytime during the term of this Contract within
thirty days of (i) the Stiite's written request or (ii) termination or expiration of this Contract for any
reason, Contractor shall securely dispose of all copies, whether in written, electronic or other form
or media, of State Data according to National Institute of Standards and Technology (NIST)
approved methods, and certify in writing to the State that such State Data has been disposed of
securely. Further, upon the relocation of State Data, Contractor shall securely dispose of such
copies from the former data location according to National Institute of Standards and Technology
(NIST) approved methods 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.
9. IRS TERMS IF FEDERAL TAX INFORMATION WILL BE PROCESSED OR
STORED (Per IRS Publication 1075)
To the extent Contractor's performance under this Contract involves the processing or storage of
Federal tax information, then, pursuant to IRS Publication 1075, the following provisions shall
apply in addition to any other security standard or requirements set forth in this Contract:

A. PERFORMANCE
In performance of this Contract, the Contractor agrees to comply with and assume responsibility
for compliance by its employees with the following requirements:
1. All work will be done under the supervision of the Contractor or the Contractor's
employees.
2. The Contractor and the Contractor's employees with access to or who use Federal tax
information must meet the background check requirements defined in IRS Publication
1075.
3. Any return or return information made available in any format shall be used only for the
purpose of carrying out the provisions of this Contract. Information contained in such
material will be treated as confidential and will not be divulged or made known in any
manner to any person except as may be necessary in th.e performance of this Contract.
Disclosure to anyone other than an officer or employee of the Contractor will be prohibited.
4. All returns and return information will be accounted for upon receipt and properly stored
before, during, and after processing. In addition, all related output will be given the same
level of protection as required for the source material.
5. The Contractor certifies that the data processed during the performance of this Contract
will be completely purged from all data storage components of his or her computer facility,
and no output will be retained by the Contractor at the time the work is completed. If
immediate purging of all data storage components is not possible, the Contractor certifies
that any IRS data remaining in any storage component will be safeguarded to prevent
unauthorized disclosures.
6. Any spoilage or any intermediate hard copy printout that may result during the processing
of IRS data will be given to the State or his or her designee. When this is not possible, the
Contractor will be responsible for the destruction of the spoilage or any intermediate hard

STATE OF VERMONT Contract# 37036

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copy printouts and will provide the State or its designee with a statement containing the
date of destruction, description of material destroyed, and the method used.
7. All computer systems processing, storing, or transmitting Federal tax information must
meet the requirements defined in IRS Publication 1075. To meet functional and assurance
requirements, the security features of the environment must provide for the managerial,
operational, and technical controls. All security features must be available and activated to
protect against unauthorized use of and access to Federal tax information.
8. No work involving Federal tax information furnished under this Contract will be
subcontracted without prior written approval of the IRS.
9. The Contractor will maintain a list of employees authorized access. Such list will be
provided to the State and, upon request, to the IRS reviewing office.
10. The State will have the right to void the Contract if the Contractor fails to provide the
safeguards described above.

B. CRIMINAL/CIVIL SANCTIONS:
1. Each officer or employee of any person to whom returns or return information is or may
be disclosed will be notified in writing by such person that returns or return information
disclosed to such officer or employee can be used only for a purpose and to the extent
authorized herein, and that further disclosure of any such returns or return information for
a purpose or to an extent unauthorized herein constitutes a felony punishable upon
conviction by a fine of as much as $5,000 or imprisonment for as long as 5 years, or both,
together with the costs of prosecution. Such person shall also notify each such officer and
employee that any such unauthorized further disclosure of returns or return information
may also result in an award of civil damages against the officer or employee in an amount
not less than $1,000 with respect to each instance of unauthorized disclosure. These
penalties are prescribed by IRC sections 7213 and 7431 and set forth at 26 CFR
301.6103(n)-l.
2. Each officer or employee of any person to whom returns or return information is or may
be disclosed shall be notified in writing by such person that any return or return information
made available in any format shall be used only for the purpose of carrying out the
provisions of this Contract. Information contained in such material shall be treated as
confidential and shall not be divulged or made known in any manner to any person except
as may be necessary in the performance of the Contract. Inspection by or disclosure to
anyone without an official need to know constitutes a criminal misdemeanor punishable
upon conviction by a fine of as much as $1,000 or imprisonment for as long as 1 year, or
both, together with the costs of prosecution. Such person shall also notify each such officer
and employee that any such unauthorized inspection or disclosure of returns or return
information may also result in an award of civil damages against the officer or employee
in an amount equal to the sum of the greater of $1,000 for each act of unauthorized
inspection or disclosure with respect to which such defendant is found liable or the sum of
the actual damages sustained by the plaintiff as a result of such unauthorized inspection or
disclosure plus in the case of a willful inspection or disclosure which is the result of gross
negligence, punitive damages, plus the costs of the action. These penalties are prescribed
by IRC section 7213A and 7431 and set forth at 26 CFR 301.6103(n)-l.

STATE OF VERMONT Contract# 37036

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3. Additionally, it is incumbent upon the Contractor to inform its officers and employees of
the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a.
Specifically, 5 U.S.C. 552a(i)(l), which is made applicable to contractors by 5 U.S.C.
552a(m)(l ), provides that any officer or employee of a contractor, who by virtue of his/her
employment or official position, has possession of or access to State records which contain
individually identifiable information, the disclosure of which is prohibited by the Privacy
Act or regulations established thereunder, and who knowing that disclosure of the specific
material is prohibited, willfully discloses the material in any manner ·to any person or
agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than
$5,000.
4. Prior to Contractor having access to Federal tax information, Contractor shall certify that
each Contractor employee or other individual with access to or who use Federal tax
information on Contractor's behalf pursuant to this Contract understands the State's
security policy and procedures for safeguarding Federal tax information. Contractor's
authorization to access Federal tax information hereunder shall be contingent upon annual
recertification. The initial certification and.recertification must be documented and placed
in the State's files for review. As part of the certification, and at least annually afterwards,
Contractor will be advised of the provisions of IRCs 7431, 7213, and 7213A (see IRS
Publication 1075 Exhibit 4, Sanctions for Unauthorized Disclosure, and Exhibit 5, Civil
Damages for Unauthorized Disclosure). The training provided before the initial
certification and annually thereafter must also cover the incident response policy and
procedure for reporting unauthorized disclosures and data breaches (See Publication 1075,
Section 10). For both the initial certification and the annual certification, the Contractor
must sign a confidentiality statement certifying its understanding of the security
requirements.
C. INSPECTION:

The IRS and the State, with 24 hours' notice, shall have the right to send its officers, employees,
and inspectors into the offices and plants of the Contractor for inspection of the facilities and
operations provided for the performance of any work under this Contract. for compliance with the
requirements defined in IRS Publication 1075. The IRS's right of inspection shall include the use
of manual and/or automated scanning tools to perform compliance and vulnerability assessments
of information technology assets that access, store, process or transmit Federal tax information.
On the basis of such inspection, corrective actions may be required in cases where the Contractor
is found to be noncompliant with Contract safeguards.
10. EXECUTIVE ORDER 2-18 INTERNET NEUTRALITY IN STATE PROCUREMENT:

To the extent Contractor's performance under this Contract involves the provision of services for
accessing the Internet, the following provisions shall apply:
Definitions. As used in this agreement, the following definitions apply:

1. "Broadband Internet Access Service" means a mass-market retail service by wire or radio
that provides the capability to transmit data to and receive data from all or substantially all

STATE OF VERMONT Contract# 3 7036

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Internet endpoints, including any capabilities that are incidental to and enable the operation
of the communications service, but excluding dial-up Internet access service. This term also
encompasses any service that the State finds to be providing a functional equivalent of the
service described in the previous sentence, or that is used to evade the protections set forth in
this section.
2. "Reasonable Network Management" means a network management practice that has a
primarily technical network management justification but does not include other business
practices. A network management practice is reasonable if it is primarily used for and
tailored to achieving a legitimate network management purpose, taking into account the
particular network architecture and technology of the broadband Internet access service.

Public Disclosure. Contractor shall publicly disclose to all of its customers in the State of
Vermont (including but not limited to the State itself) accurate information regarding the
network and transport management practices (including cellular data and wireless broadband
transport), performance, and commercial terms of its broadband Internet access services
sufficient for: a) consumers to mak~ informed choices regarding use of such services and for
content, application, service; and b) device providers to develop, market, and maintain Internet
offerings. Compliance with the Federal Communications Commission's transparency rule, as
amended by 83 Fed. Reg. 7852, 7922 (Feb. 22, 2018), satisfies Contractor's public disclosure
requirements under this paragraph.
Provision of Services. Contractor shall not, with respect to any customer in the State of Vermont
(including but not limited to the State itself):
A. Block lawful content, applications, services, or nonharmful devices, subject to reasonable
network management that is disclosed to its customers;
B. Throttle, impair or degrade lawful Internet traffic on the basis of Internet content,
application, or service, or use of a non-harmful device, subject to reasonable network
management that is disclosed to its customers;
C. Engage in paid prioritization or providing preferential treatment of some Internet traffic
to any Internet customer;
D. Unreasonably interfere with or unreasonably disadvantage either:
i.A customer's ability to select, access, and use broadband Internet access service
or the lawful Internet content, applications, services, or devices of their
choice; or
ii.An edge providers' ability to make lawful content, applications, services, or
devices available to a customer;
·

Compliance. Contractor agrees to provide the State, upon request, at any time during the term of
this contract, records, documentation, or any other information as required to demonstrate
Contractor's compliance with the requirements of this section.

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Attachment C is modified by adding to Section 7 titled, Defense and Indemnity the following;

"If the Office of the Attorney General or other representative of the State tenders, in writing, a
claim and/or lawsuit to Contractor for defense and indemnification in accordance with the
aforementioned paragraph, the Contractor shall respond, in writing, to the Attorney General or
State within ten (10) business days of such tender. In the event a response to the ·claim or suit is
required prior to the expiration of the ten (10) business days period of time, including but not
limited to court action, the Contractor will be so notified. The Contractor's response to the
Attorney General's or State's tendering of any such claim or lawsuit shall include an
acknowledgment of receipt of the claim and/or lawsuit, a response on whether Contractor will
accept or decline the tendering of any such claim and/or lawsuit and, if accepted, the identity of
counsel retained to defend any such claim and/or lawsuit. in the event the Contractor does not
comply with any aspect of this provision, and such non-compliance also constitutes a material
violation of this provision, as so determined either judicially or by mutual agreement of the parties,
the Contractor shall be responsible for any and all costs and/or fees that were reasonably-incurred
by the Attorney General's Office and/or the State as a direct consequence of such non-compliance.
The Contractor agrees to cooperate with the Office of the Attorney General and the State in the
investigation and handling of any claim and/or lawsuits filed by inmate(s), and/or other person(s)
and/or entity or entities in connection with the Contractor's performance of services under this
contract. The Office of the Attorney General and the State will moni~or the defense of all claims
and/or lawsuits and the Contractor and defense counsel shall cooperate fully with such
monitoring. The Office of the Attorney General and the State retain the right to participate, at
their own expense, in the defense and/or trial of any claim and/or lawsuit where the Contractor is
providing the defense and indemnification of such claim and/or lawsuit. The Office of the
Attorney General and the State shall have the right to approve all proposed settlements of such
claims and/or lawsuits, which are being made against the State, State agencies and/or State
employees. Contractor shall not settle such claims and/or lawsuits without the consent of the
Office of the Attorney General. In the event the Office of the Attorney General or the State
withholds such consent to settle any such claim and/or lawsuit then, the Contractor shall proceed
with the defense of the claim and/or lawsuit b~t, under those circumstances, the Contractor's
liability and indemnification obligations shall be limited to the amount of the proposed
settlement."
Attachment C is modified by adding to section 8 General Liability and Property Damage:
Medical Professional Liability:
$5,000,000 per Occurrence/$25,000,000 Aggregate
General Liability and Property Damage:
$5,000,000 per Occurrence/$25,000,000 General Aggregate
$1,000,000 Products/Completed Operations Aggregate
$50,000 Fire/Legal/Liability

STATE OF VERMONT Contract# 37036

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Automotive Liability:
$5,000,000 Combined Single Limit
Professional Liability:
$3,000,000 Per Occurrence and $3,000,000 Aggregate
Attachment F is modified by replacing section 6 first sentence with the following; Party agrees
that it shall comply with the laws of the state where the services are provided 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.

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ATTACHMENT E
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is entered into by and between the State of
Vermont Agency of Human Services, operating by and through its Agency of Human Services,
Department of Corrections ("Covered Entity") and CoreCivic ("Business Associate") as of
10/01/2018 ("Effective Date"). This Agreement supplements and is made a part of the
contract/grant to which it is attached.
Covered Entity and Business Associate enter into this Agreement to comply with standards
promulgated under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"),
including the Standards for the Privacy oflndividually Identifiable Health Information, at 45 CFR
Parts 160 and 164 ("Privacy Rule"), and the Security Standards, at 45 CFR Parts 160 and 164
("Security Rule"), as amended by Subtitle D of the Health Information Technology for Economic
and Clinical Health Act (HITECH), and any associated federal rules and regulations.
The parties agree as follows:

1.
Definitions. All capitalized terms used but not otherwise defined in this Agreement have
the meanings set forth in 45 CFR Parts 160 and 164 as amended by HITECH and associated federal
rules and regulations.
"Agent" means those person(s) who are agents(s) of the Business Associate, in accordance with
the Federal common law of agency, as referenced in 45 CFR § 160.402(c).
"Breach" means the acquisition, access, use or disclosure of protected health information (PHI)
which compromises the security or privacy of the PHI, except as excluded in the definition of
Breach in 45 CFR § 164.402.
"Business Associate shall have the meaning given in 45 CFR § 160.103.
"Individual" includes a person who qualifies as a personal representative in accordance with 45
CFR § 164.502(g).
"Protected Health Information" or PHI shall have the meaning given in 45 CFR § 160.103, limited
to the information created or received by Business Associate from or on behalf of Agency.
"Security Incident" means any known successful or unsuccessful attempt by an authorized or
unauthorized individual to inappropriately use, disclose, modify, access, or destroy any
information or interference with system operations in an information system.
"Services" includes all work performed by the Business Associate for or on behalf of Covered
Entity that requires the use and/or disclosure of protected health information to perform a business
associate function described in 45 CFR § 160.103 under the definition of Business Associate.

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"Subcontractor" means a person or organization to whom a Business Associate delegates a
function, activity or service, other than in the capacity of a member of the workforce of the
Business Associate. For purposes of this Agreement, the term Subcontractor includes Subgrantees.

2.
Identification and Disclosure of Privacy and Security Offices. Business Associate and
Subcontractors shall provide, within ten (10) days of the execution of this agreement, written
notice to the Covered Entity's contract/grant manager the names and contact information of both
the HIPAA Privacy Officer and HIPAA Security Officer. This information must be updated any
time either of these contacts changes.

3.

Permitted and Required Uses/Disclosures of PHI.

3.1
Except as limited in this Agreement, Business Associate may use or disclose PHI
to perform Servic~s, as specified in the underlying grant or contract with Covered Entity.
The uses and disclosures of Business Associate are limited to the minimum necessary, to
complete the tasks or to provide the services associated with the terms of the underlying
agreement. Business Associate shall not use or disclose PHI in any manner that would
constitute a violation of the Privacy Rule if used or disclosed by Covered Entity in that
manner. Business Associate may not use or disclose PHI other than as permitted or
required by this Agreement or as Required by Law.
3.2
Business Associate may make PHI available to its employees who need access to
perform Services provided that Business Associate makes such employees aware of the use
and disclosure restrictions in this Agreement and binds them to comply with such
restrictions. Business Associate may only disclose PHI for the purposes authorized by this
Agreement: (a) to its agents and Subcontractors in accordance with Sections 9 and 18 or;
(b) as otherwise permitted by Section 3.
3 .3
Business Associate shall be directly liable under HIP AA for impermissible uses
and disclosures of the PHI it handles on behalf of Covered Entity, and for impermissible
uses and disclosures, by Business Associate's Subcontractor(s), of the PHI that Business
Associate handles on behalf of Covered Entity and that it passes on to Subcontractors.

4.
Business Activities. Business Associate may use PHI received in its capacity as a Business
Associate to Covered Entity if necessary for Business Associate's proper management and
administration or to car.ry out its legal responsibilities. Business Associate may disclose PHI
received in its capacity as Business Associate to Covered Entity for Business Associate's proper
management and administration or to carry out its legal responsibilities if a disclosure is Required
by Law or if Business Associate obtains reasonable written assurances via a written agreement
from the person to whom the information is to be disclosed that the PHI shall remain confidential
and be used or further disclosed only as Required by Law or for the purpose for which it was
disclosed to the person, and the Agreement requires the person or entity to notify Business
Associate, within two (2) business days (who in turn will notify Covered Entity within two (2)
business days after receiving notice of a Breach as specified in Section 6.1 ), in writing of any
Breach of Unsecured PHI of which it is aware. Uses and disclosures of PHI for the purposes

STATE OF VERMONT Contract# 37036

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identified in Section 3 must be of the minimum amount of PHI necessary to accomplish such
purposes.

5.
Safeguards. Business Associate, its Agent(s) and Subcontractor(s) shall implement and
use appropriate safeguards to prevent the use or disclosure of PHI other than as provided for by
this Agreement. With respect to any PHI that is maintained in or transmitted by electronic media,
Business Associate or its Subcontractor(s) shall comply with 45 CFR sections 164.308
(administrative safeguards), 164.310 (physical safeguards), 164.312 (technical safeguards) and
164.316 (policies and procedures and documentation requirements). Business Associate or its
Agent(s) and Subcontractor(s) shall identify in writing upon request from Covered Entity all of the
safeguards that it uses to prevent impermissible uses or disclosures of PHI.
6.

Documenting and Reporting Breaches.
6.1
Business Associate shall report to Covered El}.tity any Breach of Unsecured PHI,
including Breaches reported to it by a Subcontractor, as soon as it (or any of its employees
or agents) becomes aware of any such Breach, and in no case later than two (2) business
days after it ( or any of its employees or agents) becomes aware of the Breach, except when
a law enforcement officiai determines that a notification would impede a criminal
investigation or cause damage to national security.
6.2
Business Associate shall provide Covered Entity with the names of the individuals
whose Unsecured PHI has been, or is reasonably believed to have been, the subject of the
Breach and any other available information that is required to be given to the affected
individuals, as set forth in 45 CFR § 164.404(c), and, if requested by Covered Entity,
information necessary for Covered Entity to investigate the impermissible use or
disclosure. Business Associate shall continue to provide to Covered Entity information
concerning the Breach as it becomes available to it. Business Associate shall require its
Subcontractor(s) to agree to these same terms and conditions.
6.3
When Business Associate determines that an impermissible acquisition, use or
disclosure of PHI by a member of its workforce is not a Breach, as that term is defined in
45 CFR § 164.402, and therefore does not necessitate notice to the impacted individual(s),
it shall document its assessment of risk, conducted as set forth in 45 CFR § 402(2). When
requested by Covered Entity, Business Associate shall make its risk assessments available
to Covered Entity. It shall also provide Covered Entity with 1) the name of the person(s)
making the assessment, 2) a brief summary of the _facts, and 3) a brief statement of the
reasons supporting the determination of low probability that the PHI had been
compromised. When a breach is the responsibility of a member of its Subcontractor's
workforce, Business Associate shall either 1) conduct its own risk assessment and draft a
summary of the event and assessment or 2) require its Subcontractor to conduct the
assessment and draft a summary of the event. In either case, Business Associate shall make
these assessments and reports available to Covered Entity.

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6.4
Business Associate shall require, by contract, a Subcontractor to report to Business
Associate and Covered Entity any Breach of which the Subcontractor becomes aware, no
later than two (2) business days after becomes aware of the Breach.
7.
Mitigation and Corrective Action. Business Associate shall mitigate, to the extent
practicable, any harmful effect that is known to it of an impermissible use or disclosure of PHI,
even if the impermissible use or disclosure does not constitute a Breach. Business Associate shall
draft and carry out a plan of corrective action to address any incident of impermissible use or
disclosure of PHI. If requested by Covered Entity, Business Associate shall make its mitigation
and corrective action plans available to Covered Entity. Business Associate shall require a
Subcontractor to agree to these same terms and conditions.
8.

Providing Notice o.f Breach.es.

8.1
If Covered Entity determines that an impermissible acquisition, access, use or
disclosure of PHI for which one of Business Associate's employees or agents was
responsible constitutes a Breach as defined in 45 CFR § 164.402, and if requested by
Covered Entity, Business Associate shall provide notice to the individual(s) whose PHI has
been the subject of the Breach. When requested to provide notice, Business Associate shall
consult with Covered Entity about the timeliness, content and method of notice, and shall
receive Covered Entity's approval concerning these elements. The cost of notice and
related remedies shall be borne by Business Associate.
8.2
If Covered Entity or Business Associate determines that an impermissible
acquisition, access, use or disclosure of PHI by a Subcontractor of Business Associate
constitutes a Breach as defined in 45 CFR § 164.402, and if requested by Covered Entity
or Business Associate, Subcontractor shall provide notice to the individual(s) whose PHI
has been the subject of the Breach. When Covered Entity requests that Business As~ociate
or its Subcontractor provide notice, Business Associate shall either 1) consult with Covered
Entity about the specifics of the notice as set forth irt section 8.1, above, or 2) require, by
contract, its Subcontractor to consult with Covered Entity about the specifics of the notice
as set forth in section 8.1
8.3
The notice to affected individuals shall be provided as soon as reasonably possible
and in no case later than 60 calendar days after Business Associate reported the Breach to
Covered Entity,
8.4
The notice to affected individuals shall be written in plain language and shall
include, to the extent possible, 1) a brief description of what happened, 2) a description of
the types of Unsecured PHI that were involved in the Breach, 3) any steps individuals can
take to protect themselves from potential harm resulting from the Breach, 4) a brief
description of what the Business Associate is doing to investigate the Breach, to mitigate
harm to individuals and to protect against further Breaches, and 5) contact procedures for
individuals to ask questions or obtain additional information, as set forth in 45 CFR §
164.404(c).

STATE OF VERMONT Contract# 37036

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8.5
Business Associate shall notify individuals of Breaches as specified in 45 CFR §
164.404(d) (methods of individual notice). In addition, when a Breach involves more than
500 residents of Vermont, Business Associate shall, ifrequested by Covered Entity, notify
prominent media outlets serving Vermont, following the requirements set forth in 45 CFR
§ 164.406.

9.
Agreements with Subcontractors. Business Associate shall enter into a Business
Associate Agreement with any Subcontractor to whom it provides PHI received from Covered
Entity or created or received by Business Associate on behalf of Covered Entity in which the
Subcontractor agrees to the same restrictions .and conditions that apply through this Agreement to
Business Associate with respect to such PHI. Business Associate must enter into this Business
Associate Agreement before any use by or disclosure of PHI to such agent. The written agreement
must identify Covered Entity as a direct and intended third party beneficiary with the right to
enforce any breach of the agreement concerning the use or disclosure of PHI. Business Associate
shall provide a copy of the Business Associate Agreement it enters into with a subcontractor to
Covered Entity upon request. Business associate may not make any disclosure of PHI to any
Subcontractor without prior written consent of Covered Entity.

10.
Access to PHI. Business Associate shall provide access to PHI in a Designated Record
Set to Covered Entity or as directed by Covered Entity to an Individual to meet the requirements
under 45 CFR § 164.524. Business Associate shall provide such access in the time and manner
reasonably designated by Covered Entity. Within three (3) business days, Business Associate shall
forward to Covered Entity for handling any request for access to PHI that Business Associate
directly receives from an Individual.
11.
Amendment of PHI. Business Associate shall make any amendments to PHI in a
Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526,
whether at the request of Covered Entity or an Individual. Business Associate shall make such
amendments in the time and manner reasonably designated by Covered Entity. Within three (3)
business days, Business Associate shall forward to Covered Entity for handling any request for
amendment to PHI that Business Associate directly receives from an Individual.
12.
Accounting of Disclosures. Business Associate shall document disclosures of PHI and all
information related to such disclosures as would be required for Covered Entity to respond to a
request by an Individual for an accounting of disclosures of rHI in accordance with 45 CFR §
164.528. Business Associate shall provide such information to Covered Entity or as directed by
Covered Entity to .an Individual, to permit Covered Entity to.respond to an accounting request.
Business Associate shall provide such information in the time and manner reasonably designated
by Covered Entity. Within three .(3) business days, Business Associate shall forward to Covered
Entity for handling any accounting request that Business Associate directly receives from an
Individual.
13.
Books and Records. Subject to the attorney-client and other applicable legal privileges,
Business Associate shall make its internal practices, books, and records (including policies and
procedures and PHI) relating to the use and disclosure of PHI received from Covered Entity or
created or received by Business Associate on behalf of Covered Entity available to the Secretary

STATE OF VERMONT Contract# 37036

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of HHS in the time and manner designated by the Secretary. Business Associate shall make the
same information available to Covered Entity, upon Covered Entity's request, in the time and
manner reasonably designated by Covered Entity so that Covered Entity may determine whether
Business Associate is in compliance with this Agreement.

14.

Termination.
14.1 This Agreement commences on the Effective Date and shall remain in effect until
terminated by Covered Entity or until all of the PHI provided by Covered Entity to Business
Associate or created or received by Business Associate on behalf of Covered Entity is
destroyed or returned to Covered Entity subject to Section 19.8.
14.2 If Business Associate breaches any material term of this Agreement, Covered
Entity may either: (a) provide an opportunity for Business Associate to cure the breach and
Covered Entity may terminate the contract or grant without liability or penalty if Business
Associate does not cure the breach within the time specified by Covered Entity; or (b)
immediately terminate the contract or grant without liability or penalty if Covered Entity
believes _that cure is not reasonably possible; or (c) if neither termination nor cure are
feasible, Covered Entity shall report the breach to the Secretary. Covered Entity has the
right to seek to cure any breach by Business Associate and this right, regardless of whether
Covered Entity cures such breach, does not lessen any right or remedy available to Covered
Entity at law, in equity, or under the contract or grant, nor does it lessen Business
Associate's responsibility for such breach or its duty to cure such breach.
·

15.

Return/Destruction of PHI.
15 .1 Business Associate in connection with the expiration or termination of the. contract
or grant shall return or destroy, at the discretion of the Covered Entity, all PHI received
from Covered Entity or created or received by Business Associate on behalf of Covered
Entity pursuant to this contract or grant that Business Associate still maintains in any form
or medium (including electronic) within thirty (30) days after such expiration or
termination. Business Associate shall not retain any copies of the PHI. Business Associate
shall certify in writing for Covered Entity (1) when all PHI has been returned or destroyed
and (2) that Business Associate does not continue to maintain any PHI. Business Associate
is to provide this certification during this thirty (30) day period.
15 .2 Business Associate shall provide to Covered Entity notification of any conditions
that Business Associate believes make the return or destruction of Pffl infeasible. If
Covered Entity agrees that return or destruction is infeasible, Business Associate shall
extend the protections of this Agreement to such PHI and limit further uses and disclosures
of such PHI to those purposes that make the return or destruction infeasible for so long as
Business Associate maintains such PIIl. This shall also apply to all Agents and
Subcontractors of Business Associate.

16.
Penalties. Business Associate understands that: (a) there may be civil or criminal penalties
for misuse or misappropriation of PHI and (b) violations of this Agreement may result in

STATE OF VERMONT Contract# 37036

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notification by Covered Entity to · law enforcement officials and regulatory, accreditation, and
licensure organizations.

17.
Training. Business Associate understands that it is its obligation to comply with the law
and shall provide appropriate training and education to ensure compliance with this Agreement. If
requested by Covered Entity, Business Associat~ shall participate in AHS training regarding the
use, confidentiality, and security of PHI, however, participation in such training shall not supplant
nor relieve Business Associate of its obligations under this Agreement to independently assure
compliance with the law and this Agreement.
18.
Security Rule Obligations. The following provisions of this section apply to the extent
that Business Associate creates, receives, maintains or transmits Electronic PHI on behalf of
Covered Entity.
18.1 Business Associate shall implement and use administrative, physical, and technical
safeguards in compliance with 45 CFR sections 164.308, 164.310, and 164.312 with
respect to the Electronic PHI that it creates, receives, maintains or transmits on behalf of
Covered Entity. Business Associate shall identify in writing upon request from Covered
Entity all of the safeguards that it uses to protect such Electronic PHI.

18.2 Business Associate shall ensure that any Agent and Subcontractor to whom it
provides Electronic PHI agrees in a written agreement to implement and use administrative,
physical, and technical safeguards that reasonably and appropriately protect the
Confidentiality, Integrity and Availa~ility of the Electronic PHI. Business Associate must
enter into this written agreement before any use or disclosure of Electronic PHI by such
Agent or Subcontractor. The written agreement must identify Covered Entity as a direct
and intended third party beneficiary with the right to enforce any breach of the agreement
concerning the use or disclosure of Electronic PHI. Business Associate shall provide a
copy of the written agreement to Covered Entity upon request. Business Associate may
not make any disclosure of Electronic PHI to any Agent or Subcontractor without the prior
written consent of Covered Entity.
18.3 Business Associate shall report in writing to Covered Entity any Security Incident
pertaining to such Electronic PHI (whether involving Business Associate or an Agent or
Subcontractor). Business Associate shall provide this written report as soon as it becomes
aware of any such Security Incident, and in· no case later than two (2) business days after
it becomes aware of the incident. Business Assocjate shall provide Covered Entity with
the information necessary for Covered Entity to investigate any such Security Incident.
18.4 Business Associate shall comply :with any reasonable policies and procedures
Covered Entity implements to obtain compliance under the Security Rule.

STATE OF VERMONT Contract# 37036

19.

Page 56 of63

Miscellaneous.
19.1 In the event of any conflict or inconsistency between the terms of this Agreement
and the terms of the contract/grant, the terms of this Agreement shall govern with respect
to its subject matter. Otherwise, the terms of the contract/grant continue in effect.
19.2 Business Associate shall cooperate with Covered Entity to amend this Agreement
from time to time as is necessary for Covered Entity to comply with the Privacy Rule, the
Security Rule, or any other standards promulgated under HIP AA.
19.3 Any ambiguity in this Agreement shall be resolved to permit Covered Entity to
comply with the Privacy Rule, Security Rule, or any other standards promulgated under
HIPAA.
19.4 In addition to applicable Vermont law, the parties shall rely on applicable federal
law (e.g., HIPAA, the Privacy Rule and Security Rule, and the HIPAA omnibus final
rule) in construing the meaning and effect of this Agreement.
19.5 As between Business Associate and Covered Entity, Covered Entity owns all PHI
provided by Covered Entity to Business Associate or created or received by Business
Associate on behalf of Covered Entity.

19.6 Business Associate shall abide by the terms and conditions of this Agreement with
respect to all PHI it receives from Covered Entity or creates or receives on behalf of
Covered Entity even if some of that information relates to specific services for which
Business Associate may not be a "Business Associate" of Covered Entity under the Privacy
Rule.
19.7 Business Associate is prohibited from directly or indirectly ·receiving any
remuneration in exchange for an individual's PHI. Business Associate will refrain from
marketing activities that would violate HIP AA, including specifically Section 13406 of the
HITECH Act. Reports or data containing the PHI may not be sold without Agency's or the
affected individual's written consent.
19.8 The provisions of this Agreement that by their terms encompass continuing rights
or responsibilities shall survive the expiration or termination of this Agreement. For
example: (a) the provisions of this Agreement shall continue to apply if Covered Entity
determines that it would be infeasible for Business Associate to return or destroy PHI as
provided in Section 14.2 and (b) the obligation of Business Associate to provide an
accounting of disclosures as set forth in Section 12 survives the expiration or termination
of this Agreement with respect to accounting requests, if any, made after such expiration
or termination.

Rev: 7/7/17

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ATTACHMENTF
AGENCY OF HUMAN SERVICES' CUSTOMARY.CONTRACT/GRANT PROVISIONS
I. 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 tlie 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 Ruman 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 paidfor

under Vermont's Medicaid program and Vermont's Global Commitment to Health Waiver):
J11spectio11 and Rete11tio11 of Reconls: 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
to be retained pursuant to 42 CFR 438.3(u).

S11bco11tracti11g for Medicaid Services: Notwithstanding any permitted subcontracting of
services to be performed under this Agreement, Party shall remain responsible for ensuring

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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 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 Termi11atio11 Req11ireme11ts: 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.
E11co1111ter 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.

Fe.tleral Medicai,I Sv~·tem Securitv Req11ireme11ts Complia11ce: 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 of such 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
ofits 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.

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5. Non-Discrimination:

Party shall not discriminate, and will prohibit its employees, agents, subcontractors, sub-.
grantees and otl1er 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 ofrace, 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.
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.
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 Health I,1formatio11: 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.

STATE OF VERMONT Contract# 37036

Page 60 of63

Substance Abuse Treatme11t /11formation: 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 of Personal /11formalio11 : 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.

Ot!,er Co11fide11tial Co11s11mer li1formatio11: Party agrees to comply with the requirements of
AHS Rule No. 08-048 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.

8. Abuse and Neglect of Children and Vulnerable Adults:

Abuse Registrv. 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 t0 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 of Abuse, Neglect, or Exploitatio11. 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

STATE OF VERMONT Contract# 3 7036

Page 61 of63

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:

Comp11ti11g a11d Conm11mic(ltio11: Party sha11 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 (HIPAA) standards.
l11tellect11al Property/Work Protluct Ow11ers!,ip: 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 JO-days' notice by the
State. With respect to software computer programs and / or source codes first developed for
the State, all the work shall be considered "work for hire," i.e., the State, not the 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

STATE OF VERMONT Contract# 37036

Page 62 of63

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 subje~t to, and incorporates here by reference, 45 CFR 74.36, 45 CFR 92.34
and 45 ~FR 95.617 governing rights to intangible property.

Security a,u/ Data' Tra11sfers: 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:
E11viro11me11tt1I 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,

STATE OF VERMONT Contract# 37036

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does not apply to portions of facilities used for inpatient 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.

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 at
www. vermont21 l .or .

Voter Registration: 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
CFRPart76.

Lohhviug: 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.
AHSATT. F 5/16/2018