REQUEST FOR RESPONSE

FOR AN

ADMINISTRATIVE SERVICES ORGANIZATION

RFR NUMBER: DCF ASO2027

ATTACHMENT A

MODEL SUPPLEMENT TO THE STANDARD CONTRACT FORM

BY

DEPARTMENT OF CHILDREN AND FAMILIES

FOR

AN ADMINISTRATIVE SERVICES ORGANIZATION

This Contract is between the Department of Children and Families (DCF) and [TBD] (Contractor), with principal offices located at [TBD].

WHEREAS, DCF issued a Request for Responses (RFR) on [TBD], to procure an Administrative Services Organization; and

WHEREAS, on [TBD], DCF selected the Contractor, based on the Contractor’s response to the RFR submitted before or on the required response date of [TBD]; and

WHEREAS, the Contractor appears qualified and is willing to perform its duties as set forth herein subject to the terms and conditions hereof;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, DCF and the Contractor agree as follows:

Table of Contents Definitions

1. Background and Overview

2. Contractor Responsibilities

Section 2.01 Overview of Responsibilities Section 2.02 Core Functions Section 2.03 Staffing Requirements Section 2.04 Annual ASO Work Plan Section 2.05 Initial Implementation Period

3. Performance Measures Section 3.01 Performance Areas Section 3.02 Remedies for Poor Performance

4. Payment Section 4.01 Payment Section 4.02 Monthly Submission for Payment

5. Relationship with Subcontractor(s)

6. Obligations Upon Termination

7. Commonwealth Terms and Conditions

Definitions The following terms or their abbreviations, when capitalized in the RFR, this Contract and all Appendices, are defined as follows, unless the context clearly indicates otherwise.

Administrative Service Organization (ASO) – An organization contracted by DCF that provides resources to all Family Resource Centers (FRCs) and their staff including but not limited to, administrative support, data collection, program monitoring, and training support.

Client Relationship Management System – A centralized and confidential web-based application where FRC staff will record client information, including referred services, participation in services, and FRC staff interactions with participants.

Chapter 240 of the Acts of 2012 (Chapter 240) – Commonwealth law that became effective November 5, 2012 entitled “An Act Regarding Families and Children Engaged in Services” that takes comprehensive steps to reform the former Children in Need of Services (CHINS) program and created FRCs.

Chapter 257 of the Acts of 2008 (Chapter 257) – Commonwealth law that became effective August 2008 entitled “An Act Relative to Rates for Human and Social Service Programs,” providing that the Secretary of Health and Human Services shall have the sole responsibility for establishing rates of payment for social service programs purchased by governmental units.

Child Requiring Assistance (CRA) – A child between the ages of 12 and 18 who is not currently in the custody of the department of children and families or the department of youth services who: (i) repeatedly runs away from the home of the child’s parent, legal guardian or custodian; (ii) repeatedly fails to obey the lawful and reasonable commands of the child's parent, legal guardian or custodian, thereby interfering with their ability to adequately care for and protect the child; (iii) repeatedly fails to obey the lawful and reasonable regulations of the child’s school; (iv) is habitually absent without permission; or (v) is a sexually exploited child.

Community-Based Services – Services, including coordination of services, designed to assist families requiring assistance so that, if appropriate, families may avoid entry or re-entry to the child protective service and child requiring assistance legal systems; and children of the family may continue to reside with their family and attend their community school while enjoying a strengthened relationship with their family.

Contractor – Any entity that enters into an agreement with DCF for the provision of services described in this Contract. All requirements described, herein, also shall be applicable to the Contractor’s employees and subcontractors.

Department of Children and Families (DCF) – The Massachusetts state child protective agency. DCF works in partnership with families and communities to keep children safe from abuse and neglect by providing supportive services to nurture their stability, growth, and development into adulthood. When necessary, DCF provides foster care placement for children.

In the event children are unable to be reunified with their parent(s), DCF makes concerted efforts to achieve permanency for children through placement with kin, a legal guardianship or adoption.

Evidence-Based Program (EBP) – a program or practice that have repeatedly and consistently demonstrated desirable outcomes through application of scientific research methods (replicated experimental, experimental, and quasi experimental).

Executive Office of Health and Human Services (EOHHS) – The Executive Office of Health and Human Services, (EOHHS), established in 1971, is the largest executive office in the Governor’s cabinet. EOHHS is responsible for coordinating the service delivery and policy development in the Commonwealth’s 12 health and human service agencies. Agencies and programs falling under EOHHS include Medicaid (MassHealth), child protection (the Department of Children and Families), juvenile justice (the Department of Youth Services), welfare (the Department of Transitional Assistance), mental health (the Department of Mental Health), developmental disabilities (the Department of Developmental Services), public health (the Department of Public Health), and other disability agencies.

Families and Children Requiring Assistance Advisory Board – an advisory board whose duties include advising DCF, collecting and reporting data, and monitoring implementation of the Chapter 240 legislation.

Family Requiring Assistance – A parent, guardian, custodian, sibling, and any relative or caretaker who is at elevated risk of being the subject of a care and protection petition or is responsible for a child at risk of being subject to a CRA petition.

Family Resource Center (FRC) – A community-based, culturally competent program that provides evidence-based parent education groups, expert navigation, mentoring, educational support and other opportunities for children and families. Family Resource Centers also provide services specific to Children Requiring Assistance who are having serious problems at home and at school, including children who are missing or absent from home or foster care, are habitually absent without permission, and children experiencing human trafficking, including sexually exploited children and children experiencing labor trafficking, as required by Chapter 240 of the Acts of 2012.

Full-time Equivalent (FTE) – The number of working hours that represents one full-time employee during a fixed time period.

Initial Implementation Period – The period between the Contract Start Date and Service Start Date that the ASO will use to fully develop and implement the required technological solutions, develop standard operating procedures, and formalize relationships with FRCs. DCF anticipates this period to be no longer than six months.

Program Period – The period beginning with the Service Start Date and ongoing, during which the ASO performs the core functions described in Section 2.02 of this document.

Subcontractor – any entity from which the Contractor contracts for the provision of all, or part, of its services for any program area or function that relates to the delivery or payment of services.

Trauma-informed Services – a program or service based on an understanding of the vulnerabilities or triggers of trauma survivors that traditional service delivery approaches may exacerbate, so that these services and programs can be more supportive and avoid re-traumatization.

1. Background and Overview Family Resource Centers (FRCs) are community-based, responsive and accessible programs that provide expert navigation to a wide range of human services, case management, evidence-based parent and youth education programs, youth and parent support groups, and other opportunities for children, youth, and families. The FRCs are a single point of entry for individuals to receive assistance with any human services related issue, whether onsite at the FRC or through expert navigation to a network of service providers.

The Administrative Services Organization (ASO) supports the FRCs and DCF by providing technological solutions to track relationships, data analysis and program evaluation, communications support and marketing for clients and FRC staff, and managing other administrative tasks on behalf of DCF. The network of FRCs may consist of new and existing FRC providers.

2. Contractor Responsibilities Section 2.01 Overview of Responsibilities Under the direction of DCF, the Contractor shall support the FRCs by carrying out the following core functions and activities as further described in this Section 2:

1. Development and Maintenance of Technological Solutions:

a. Client Relationship Management System;

b. Tracking System(s) for FRC Staff; and

c. Communications Website.

2. Program Evaluation and Reporting;

3. Administrative Support for FRCs;

4. Administrative Support for DCF; and

5. Communications Support and Marketing.

In performing any functions, activities and services required or contemplated by this Contract, including the core functions outlined above, the Contract shall comply with all data privacy and security terms and conditions set forth in this Contract, including those set forth in Section 7, the Standard Contract Form and Commonwealth Terms and Conditions, the RFR and any

Supplemental Confidentiality Agreement. Without limiting the generality of the foregoing, all policies, procedures, processes, mechanisms, tools, strategies, forms, training materials, guidelines, recommendations, content or other material that the Contractor develops, documents or implements pursuant to this Contract shall comply with all such data privacy and security requirements and, to the extent any such material pertains to the FRCs, any additional or different data privacy and security requirements applicable to the FRCs pursuant to the FRC RFR or any contract entered into by an FRC thereunder.

Section 2.02 Core Functions

(a) Development and Maintenance of Technological Solutions The technological solutions described below will support the other core functions of the ASO.

The technological solutions will primarily be used by FRC and ASO staff; DCF staff should also have sufficient access to run reports. These technological solutions must be production-ready by June 30, 2027, or another date approved by DCF, with all required development, testing, approvals, and deployment activities completed before that date. The technological solutions may include commercial off-the-shelf (COTS) products, software-as-a-service (SaaS) platforms configured for this engagement, or fully custom-built systems.

The development and maintenance of the technological solutions are ultimately the responsibility of the ASO, but they may be completed by one or more subcontractors. In such cases, the ASO is expected to partner closely with the subcontractor(s) to execute the core functions of the ASO. See Section 5, Relationship with Subcontractor(s).

1. Client Relationship Management System (CRMS)

This system will support FRC staff in documenting and managing interactions with clients served by the FRC. This web-based system should be configurable and support multiple related data relationships. It should include: customizable data collection forms;

reporting and dashboard capabilities for individual clients, groups of clients or services, FRCs, and across multiple FRCs; and reminders for follow-up. The CRMS must also maintain the confidentiality of clients’ data and maintain a back-up of all electronic data, consistent with all applicable federal and state laws and regulations and the data privacy and security requirements described in Section 7, Terms and Conditions.

Broadly, the CRMS should support the collection and management of the following types of information:

a. Demographic and contact information;

b. Individuals’ needs, selected from a customizable list;

c. Available services, selected from a customizable list that is dynamically filtered based on the needs selected for each individual;

d. Individuals’ assessments, including the ability to administer and track multiple assessments over time;

e. Individuals’ goals and progress in achieving those goals;

f. Individuals’ participation in services at the FRC and services provided by external referral organizations, including start and end dates, any applicable service-specific pre- and post-assessments, and the outcome(s) achieved;

g. FRC staff interactions with each individual, including the date, type, notes associated with each interaction, and any outside entities contacted; and

h. Categories of outreach events and estimated number of participants per outreach event.

The system should employ a flexible and extensible framework that supports the addition of data elements and functionality as needs evolve. The system should also be capable of securely exchanging data with other systems, including the ability to receive referrals sent from the Department of Children and Families (DCF) through a standard application programming interface (API) or other mutually agreed-upon data exchange mechanism.

2. Tracking System(s) for FRC Staff

The tracking system(s) will be used to track, report, and manage the activities of FRC staff. The tracking system(s) may be integrated into the CRMS or may be standalone. The system(s) must support the tracking of:

a. Training and professional development for all FRC staff, including employee hire date, training course catalog, training course enrollment and attendance, training course start and end dates, successful completion, and participation in other professional development initiatives;

b. Designated FRC staff interactions with external referral organizations and other required outside entities, including the date and notes associated with each interaction; and

c. Activities and time allocation for designated FRC staff positions, which may be tracked for a certain time period (e.g., time studies) or on an ongoing basis (e.g., timesheets).

3. Communications Web Application This web application will support communication with the wider public, FRC staff, and the staff of partner organizations providing services to individuals referred by the FRC.

Thus, the solution should consist of a public-facing website and a secure web application for authorized users.

The web application shall include:

a. An externally facing, ADA compliant component with relevant information for the public, including an up-to-date and comprehensive directory of available services at FRC locations, yearly reports, and other general information;

b. A secure, internally facing component for FRC staff and/or the staff of partner organizations providing services to individuals referred by the FRC, including training materials and other communications as directed by DCF; and

c. A modern and responsive, mobile-optimized design.

(b) Program Evaluation and Reporting The Contractor will, as further directed by DCF:

1. Track aggregate outputs of the data collection elements described in Section 2.02(a), as well as any other outputs determined by DCF, in coordination with the Contractor;

2. Track outcomes for clients served by the FRCs across criteria to be determined by DCF;

3. Every quarter, develop and submit reports to each FRC on all the data they have collected, as described in Section 2.02(a). The quarterly reports must also include analysis on the FRC’s data quality (e.g., trends in missing data fields) and planned steps to improve the quality and use of data;

4. Every quarter, develop and submit reports to DCF, including:

a. An aggregated version of the data reports sent to each FRC;

b. Analysis on the results of general and service-specific pre- and post-assessments;

c. FRC staffing patterns;

d. Service types and trends (e.g., participation in EBP groups, demographic characteristics of participants, number of youth);

e. Service issues and recommendations – including articulating issues and service gaps, identifying solutions, generating insights and developing recommendations for process/technology improvements; and

f. Any other analysis determined by DCF, in coordination with the Contractor;

5. Every year, develop and submit reports including:

a. Aggregations of the quarterly reports described in Section 2.02(b)(4);

b. Analysis of FRC clients’ needs, including whether they were successfully met;

c. Analysis of FRC’s success in meeting the needs of the community, such as:

i. Rates of completion and reasons for completion;

ii. Referral sources; and

iii. FRC services provided by geographic location;

d. Review of any community needs assessments that FRCs have participated in, analyze community needs and service gaps across the network of FRCs, and work with DCF to establish and implement next steps for addressing community needs and service gaps; and

e. Any other analysis determined by DCF, in coordination with the Contractor;

6. At DCF’s request, conduct program evaluations that may include surveys and focus groups with individuals receiving FRC services;

7. At DCF’s request, participate with an external evaluator to determine the effect of the

FRC system on the outcomes for children and families. This may include whether a youth receiving FRC services was diverted from further court involvement or DCF involvement; and

8. Any other components that may be requested by the Legislature, the Families and Children Requiring Assistance Advisory Board, DCF, and EOHHS.

(c) Administrative Support for FRCs The Contractor will provide centralized, coordinated programmatic management to the FRCs, as described below and as further directed by DCF:

1. Support the FRCs’ initial implementation activities, as follows:

a. Execute agreements to formalize the Contractor’s relationship with each FRC, including data sharing agreements;

b. Implement change management for any existing FRC providers and initial start-up activities for any new FRC providers; and

c. Conduct other preparatory activities with the FRCs, as directed by DCF;

2. Provide ongoing, attentive, and relationship-focused training and technical assistance to

FRC staff regarding:

a. The technological solutions described in Section 2.02(a) of this Attachment; and

b. The procedures for FRC staff to follow when collecting and reporting data to maintain integrity, availability, usability, and security of data;

3. Develop and oversee standardized procedures for FRC staff to interact with clients, including when greeting, screening, collecting data, conducting assessments, creating Service Support Plans, providing expert navigation to services, and following up;

4. Maintain current and comprehensive knowledge of the availability and locations of services provided by the FRC network;

5. Identify service needs, in partnership with DCF;

6. Provide administrative support regarding the FRCs’ annual work plans, including:

a. Customizing the CRMS to generate quarterly reports for FRCs such that the quarterly report is aligned with the annual work plans;

b. Generating quarterly reports for FRCs; and

c. Providing trainings and technical assistance, in partnership with DCF, regarding the quarterly reports;

d. Providing technical support; and

7. Perform other program management and oversight activities as required by DCF.

(d) Administrative Support for DCF

1. Training and Professional Development

Support FRC staff training and professional development by:

a. Collaborating with DCF’s FRC Training Coordinator, and other state and local training entities that DCF may select, to implement and monitor network-wide training activities for FRCs;

b. Serving as an administrative/fiscal conduit for identifying and engaging trainers for FRCs, as needed;

c. Maintaining records of FRC staff attendance at training courses, as described in Section 2.02(a); and

d. Supporting quarterly role-based learning collaboratives and statewide and regional FRC program development meetings to promote best practices and support cross-site learning.

2. Technical Expertise Function as DCF’s technical expert regarding the technological solutions described in Section 2.02(a), data collected with and shared from those technological solutions, and analysis of FRC trends. This includes developing a secure method for sharing data and may include developing a formal data-sharing agreement, consistent with all applicable federal and state laws and regulations and the data privacy and security requirements described in Section 7.

3. Program Monitoring and Quality Improvement Conduct ongoing program monitoring and quality improvement activities to ensure that there is consistency across FRC services provided by different FRCs. Program monitoring and quality improvement activities shall include but will not be limited to:

a. Support regarding FRC annual work plans, as described in Section 2.02(c);

b. Review of FRC data and documents;

c. Implementation of FRC self-assessments; and

d. Periodic site visits, upon the request of DCF.

4. Administrative Assistance for Meetings Coordinate and facilitate regular and ad hoc meetings and events between FRC programs and DCF, which may be in person or virtual. The physical presence of relevant ASO staff is required for in-person meetings which may include, but are not limited to:

a. Project management calls, monthly and as needed;

b. Monthly Program Manager/Director meetings;

c. Quarterly FRC staff meetings, per staff role; and

d. Network-wide events for FRC staff.

5. Other Duties Perform other activities as required by DCF to implement FRCs, such as:

a. Strategic planning discussions related to the FRCs;

b. Activities related to compliance with Chapter 240;

c. General procurement assistance as it relates to FRCs;

d. Assist DCF or its designee with developing and implementing required procedures for obtaining Medicaid and Title IV-E reimbursement for eligible FRC services;

e. Assist DCF and the FRCs with implementing a sliding fee scale for payment in accordance with the requirements of Chapter 240; and

f. Other program management and oversight activities as required by DCF, in coordination with the Contractor.

(e) Communications Support The Contractor or subcontractor shall, as further directed by DCF:

1. Develop and implement a comprehensive communication strategy for the FRCs, which shall include but not be limited to marketing, outreach, media relations, messaging and branding development;

2. Design ADA-compliant periodic newsletters, brochures, and slide presentations. All documents, materials and designs shall allow for customization and co-branding with the individual FRCs. ASO will develop a style guide, which includes guidance regarding ADA-compliance, for FRCs to follow with their own marketing materials;

3. Develop, host, maintain and manage content for a centralized web application, using preliminary materials provided by DCF, as described by Section 2.02(a), including ensuring that all content is current; and

4. Assist FRCs in targeted marketing and outreach materials for referral sources, including courts, schools, and law enforcement.

Section 2.03 Staffing Requirements The Contractor shall:

1. Ensure that qualified and competent staff or subcontractor staff performs all activities specified in this Contract;

2. Ensure that staffing resources are sufficient to perform all tasks specified in this Contract in a professional, accurate, complete and timely manner;

3. Ensure that all relevant ASO staff are physically present at required meetings and events in Massachusetts, with travel costs included in the annual budget;

4. Ensure that key personnel include:

Role Responsibilities Minimum Qualifications Program Manager

Ensuring proper implementation of all activities outlined in Section 2.02(c) and Section 2.02(d)(1) and overseeing the other key personnel and other staff to ensure integrated work and deliverables. Regular statewide travel is required for this position.

• A master’s degree in a relevant field of study and at least five years of experience in health and human services managing complex programs, data systems, and staff; or

• A bachelor’s degree in a relevant field of study and at least ten years of experience in health and human services managing complex programs, data systems, and staff.

Evaluation Manager

Ensuring proper implementation of all activities outlined in Section 2.02(b) and overseeing any other staff to ensure contract deliverables are met.

• A master’s degree in a relevant field of study; and

• At least five years of experience evaluating complex programs, using qualitative and quantitative data systems, and managing staff.

IT Manager Ensuring proper implementation of all activities outlined in Section 2.02(a) and overseeing any other staff to ensure contract deliverables are met.

• At least five years of experience designing and managing complex data systems, including case management systems, for health and human services clients.

Role Responsibilities Minimum Qualifications Communications Manager

Ensuring proper implementation of all activities outlined in Section 2.02(e) and overseeing any staff necessary to ensure contract deliverables are met.

• At least five years of experience with developing materials to promote and advance the work of health and human services organizations, including skills such as website design and management, and design and production of promotional materials.

5. Designate a staff member to serve as a technical assistance liaison to provide immediate assistance to FRC staff regarding database questions;

6. Fill any positions relevant to the performance of the obligations set forth in this Contract that become vacant during the course of this Contract in a timely manner; and

7. Notify DCF of any individual whom the Contractor is proposing to employ or replace as

Key Personnel. If any individual named as Key Personnel becomes unavailable the Contractor shall notify DCF immediately and provide the name(s) and resume(s) of suitable replacements, subject to DCF’s approval. DCF reserves the right to interview and approve the employment or continued employment of individuals for all Key Personnel positions. If DCF is not reasonably satisfied that the proposed replacement(s) has ability and experience comparable to the originally approved Key Personnel, DCF will notify the Contractor within ten business days after receiving the resume(s) and completing any interview(s). The Contractor must then propose another replacement for approval.

Section 2.04 Annual ASO Work Plan

1. On or before May 15th of each year, the Contractor shall develop and submit to DCF for approval an Annual ASO Work Plan in a form and format specified by DCF that covers the upcoming state fiscal year (July 1 – June 30). The ASO Work Plan shall contain the following components:

a. Description of all activities, as specified in Sections 2.01 and 2.02;

b. Schedules showing frequency of ongoing activities, and timelines for deliverables such as reports, trainings, and implementation of specific processes, initiatives and systems; and

c. Budget and budget narrative;

2. The Contractor or DCF may request to modify the ASO Work Plan at any time. The

Contractor shall make any such request to modify the ASO Work Plan to DCF in writing and shall proceed to implement any such requested modification only with prior written approval from DCF;

3. Unless otherwise permitted by DCF, the Contractor shall perform all work under this Contract in accordance with the ASO Annual Work Plan; and

4. For the first State Fiscal Year of the contract, the Contractor will submit an ASO Work Plan during the first quarter post-award. This Work Plan shall be approved by DCF and govern the work during the first year of the contract.

Section 2.05 Initial Implementation Period

1. The Contractor will use the Initial Implementation Period, which will not exceed six months, to fully develop the technological solutions, hire key personnel, and make all other preparations required to execute the core functions described in Section 2.02 during the Program Period. The workplan for the Initial Implementation Period must align with the response provided in Attachment B of the ASO RFR.

3. Performance Measures Section 3.01 Performance Areas The following performance areas will be subject to performance measures and monitoring:

1. Timely receipt of deliverables

2. Responsiveness to DCF inquiries

3. Quality of craftsmanship of deliverables

4. Performance targets/benchmarks (e.g., timely completion of intermediate tasks during the development of the technological solutions)

5. Attendance at scheduled meetings

6. Other contractual obligations as described in this document.

Section 3.02 Remedies for Poor Performance DCF may seek remedies for poor performance on the part of the Contractor under this Contract.

If the Contractor fails to perform in a manner that is satisfactory to DCF, DCF may take one or more of the following actions:

1. Require the Contractor to develop and submit a corrective action plan for DCF’s review and approval. DCF shall approve, disapprove, or require modifications to the corrective action plan based on its reasonable judgment as to whether the corrective action plan shall correct the deficiency. DCF may also initiate a corrective action plan for the Contractor to implement. The Contractor shall promptly and diligently implement the corrective action plan as approved by DCF. Failure to implement the corrective action plan may subject the Contractor to termination of the Contract by DCF;

2. Suspend or recover payments from the Contractor; or

3. Terminate the Contract with or without cause as DCF determines appropriate.

4. Payment Section 4.01 Payment During the Initial Implementation Period Subject to DCF’s satisfaction with the Contractor’s performance, and other terms and conditions of the Contract, DCF shall pay the Contractor in accordance with the following provisions:

1. DCF shall pay the Contractor in accordance with its approved budget for the initial implementation period, as described in Attachment B of the ASO RFR;

During the Program Period Subject to DCF’s satisfaction with the Contractor’s performance, and other terms and conditions of the Contract, DCF shall pay the Contractor in accordance with the following provisions:

2. DCF shall pay the Contractor in accordance with its approved budget, as described in Attachment C of the ASO RFR and incorporated into the Contract as Appendix A:

a. By May 15th of each year, the Contractor shall submit to DCF an annual budget and budget narrative for the state fiscal year beginning on July 1 of that year, in the form and format specified by DCF. DCF will review and request modifications as it determines appropriate. Upon DCF approval of the budget, the budget will then be incorporated into the Contract as Appendix A; and

b. The Contractor may make, and DCF will review and approve, a request to revise the budget at any time. The Contractor shall make any such budget revision request to DCF in writing. DCF will review and request modifications as it determines appropriate. Upon DCF approval of the modified budget, the new budget will then be incorporated into the Contract as Appendix A;

3. Reasonable allowable costs that may be included in the budget include but are not limited to the following: staff salaries, tax and fringe, consultants, subcontracts, office supplies, furnishings, equipment (i.e. computers, cell phones), staff training and travel, occupancy, and purchasing of non-capital equipment. Administrative costs must be capped at 18% of the total budget; and

4. Non-allowable costs that may not be included in the budget include but are not limited to:

capital improvements and administrative or other costs that are already allocated to other contracts.

Section 4.02 Monthly Submission for Payment

1. The Contractor shall invoice DCF by submitting a monthly, correctly completed

Commonwealth of Massachusetts Payment Voucher (PV) in the manner directed by DCF.

The PV includes the following supporting documentation:

a. A narrative that describes the work that was completed that month, including:

i. Services provided to the FRCs and DCF; and

ii. Efforts undertaken to continually improve the quality of the services provided (i.e., any recurring needs that were identified and solutions that were implemented);

b. A monthly expenditure report that reports actual staff and other direct costs against expected costs; and

c. Personnel Summary Report (roster of all ASO staff, hours, and wages);

2. DCF shall review all PVs and approve or reject each PV in whole or in part. DCF shall notify the Contractor of any rejected portions of any PVs and they may be modified by the Contractor or DCF and subsequently approved by DCF;

3. The Contractor shall satisfy all obligations under the Contract for the total amount invoiced and approved in accordance with this Section 4; and

4. The Contractor shall maintain supporting documentation for all invoices and shall provide such documentation to DCF upon request.

5. Relationship with Subcontractor(s)

1. The Contractor may propose one or more subcontractor(s) to work on this engagement, but the Contractor must name themselves as the prime contractor and describe its teaming structure and the roles and responsibilities of each subcontractor. The Contractor is fully responsible for any subcontractor’s performance and for meeting all terms and requirements of this Contract. The Contractor shall not be relieved of any legal obligation under this Contract, regardless of whether the Contractor subcontracts for performance of any Contract responsibility.

2. All subcontractors are subject to DCF’s approval, which may include reviewing any subcontract documents or contracts or processes, meeting with the perspective subcontractor, or requiring resumes of the subcontractor’s key personnel.

3. If a subcontractor ceases to provide services to the Contractor for any reason, the Contractor must inform DCF within 24 hours.

4. All employees and subcontractors are expected to abide by the Commonwealth Third Party Information Security Standard. See https://www.mass.gov/advisory/third-party-information-security-standard for additional information.

5. Prior approval of the Department is required for any subcontracted service of the contract. The Contractor is responsible for the satisfactory performance and adequate oversight of its subcontractors.

6. Obligations Upon Termination Upon termination, the Contractor will have the following obligations:

1. Transfer of responsibilities. The Contractor will use its best efforts to ensure a smooth transition to another ASO contractor resulting from a subsequent procurement or Contract termination or expiration.

2. Client records. Client records maintained pursuant to the Contract shall remain the property of the Commonwealth. The Contractor must provide to the Department or the new Contractor the client records of services as authorized by the Department.

https://www.mass.gov/advisory/third-party-information-security-standard https://www.mass.gov/advisory/third-party-information-security-standard

3. Reports and Other Documents. All documents, data, studies, and reports related to performance of the Contract shall be submitted to the Department by the Contractor, unless the Department directs otherwise.

7. Commonwealth Terms and Conditions This Commonwealth Terms and Conditions for Information Technology Contracts (“IT Terms and Conditions”) form is jointly issued by the Executive Office of Technology Services and Security (EOTSS), the Executive Office for Administration and Finance (A&F), the Office of the Comptroller (CTR) and the Operational Services Division (OSD) for use by all Commonwealth of Massachusetts (“State”) Departments and Contractors to govern Contracts subject to the object codes for information technology, as defined by the Office of the Comptroller’s Expenditure Classification Handbook, or other Contracts as expressly approved in writing by EOTSS, A&F, OSD, and CTR. Any changes by either the Department or the Contractor to this form shall be void. These IT Terms and Conditions will be incorporated by reference into this Contract for IT commodities or services executed by the Contractor and Department, in the absence of a superseding law or regulation requiring a different contract form.

For purposes of these IT Terms and Conditions, “Performance” shall include, but shall not be limited to, services rendered, obligations due, costs incurred, commodities and Deliverables provided and accepted by the Department, programs provided, or other commitments authorized under a Contract. A “Deliverable” shall include, but shall not be limited to, any tangible or intangible product, good, or service to be provided by the Contractor to the Commonwealth as an element of Performance under a Contract. The Commonwealth is entitled to ownership and possession of all Deliverables purchased or developed with funds paid by the State. The Commonwealth’s possession, installation, or use of proprietary IT commodities or services, developed by a Contractor for the open market without the use of State funds, shall not transfer title or ownership thereof to the Commonwealth. A “Contract” shall mean, in the following order of priority: (i) these IT Terms and Conditions; (ii) the Standard Contract Form issued jointly by A&F, CTR and OSD, and the Standard Contract Form Instructions and Contractor Certifications;

(iii) the Request for Response (RFR) or applicable solicitation document, as it may be amended by the Department; (iv) the Contractor’s response to the RFR or applicable solicitation document, as it may be amended by the Department and Contractor, including any negotiated terms and conditions allowable pursuant to law or regulation; (v) a solicitation created by the Department for a particular engagement such as a Request for Quote (RFQ), as it may be amended by the Department; (vi) any negotiated terms and conditions governing a particular engagement, as expressly agreed to in writing between the Department and the Contractor; and

(vii) the Contractor’s response to the Department’s solicitation.

1. Contract Effective Start Date Notwithstanding any verbal or other representations by the parties, the effective start date of Performance under a Contract shall be the latest of: the date the Contract was executed by an authorized signatory of the Contractor, the date the Contract was executed by an authorized signatory of the Department, the date specified in the Contract, or the date of any approvals required by law or regulation.

2. Payments And Compensation The Contractor shall only be compensated for Performance delivered and accepted by the Department in accordance with the specific terms and conditions of a Contract. The Department may, in its sole discretion, agree to pre-payment for subscription-based IT commodities or services for a term length as specified in the Contract. All Contract payments are subject to appropriation pursuant to M.G.L. c. 29, § 26, or the availability of sufficient non- appropriated funds for the purposes of a Contract and shall be subject to intercept pursuant to M.G.L. c. 7A, §3 and 815 CMR 9.00. Overpayments shall be reimbursed by the Contractor or may be offset by the Department from future payments in accordance with state law. Acceptance by the Contractor of any payment or partial payment, without any written objection by the Contractor, shall in each instance operate as a release and discharge of the State from all claims, liabilities or other obligations relating to the Performance of a Contract.

3. Contractor Payments The Contractor shall timely submit invoices and supporting documentation as prescribed in a Contract. The Department shall review and return rejected invoices within fifteen (15) days of receipt with a written explanation for rejection. Payments shall be made in accordance with 815 CMR 4.00 and the Bill Payments policy issued by CTR, provided that payment periods listed in a Contract of less than forty-five (45) days from the date of receipt of an invoice shall be effective only to enable a Department to take advantage of early payment incentives and shall not subject any payment made within the forty-five (45) day period to a penalty.

4. Contract Termination or Suspension

a. Termination/Suspension A Contract shall terminate on the date specified in a Contract, unless that date is properly amended in accordance with all applicable laws and regulations prior to the date, or unless terminated or suspended under this section, following written notice to the Contractor. The Department may, in its sole discretion, for any reason, without penalty, terminate in whole or in part or suspend a Contract in whole or in part: (i) without cause; (ii) if the Contractor breaches any material term or condition or fails to perform or fulfill any material obligation required by a Contract; (iii) in the event of an elimination of an appropriation or availability of sufficient funds for the purposes of a Contract; or (iv) in the event of an unforeseen public emergency mandating immediate Department action.

b. Force Majeure Upon immediate notification to the other party, neither the Department nor the Contractor shall be deemed to be in breach for failure or delay in Performance due to acts of God or other causes factually beyond their reasonable control and without their fault or negligence (each a “Force Majeure Event”). The notification from the Contractor to Department must include the date and extent of the Contractor’s failure or delay in Performance and the cause thereof. Contractor shall use all reasonable and good faith efforts to remedy, remove, or circumvent the Force Majeure Event with the least practicable delay, and resume the performance of its obligations as soon as reasonably practicable after the remediation, removal or circumvention of the Force Majeure Event. Failure of a subcontractor (as defined in Section 9 below) to perform, or price increases due to market fluctuations or product availability will not be deemed factually beyond the Contractor’s control. Likewise, labor disputes and power failures shall not be deemed beyond the Contractor’s control. A Force Majeure event does not excuse Contractor’s obligation to comply with its contractual obligations regarding disaster recovery and business continuity, including, but not limited to, the obligations set forth in the Commonwealth’s Enterprise Security Policies and Standards, currently located at https://www.mass.gov/handbook/enterprise-information-security-policies-and-standards (collectively “the DR/BC obligations”). Contractor’s failure to comply with the DR/BC obligations shall constitute “fault” and/or “negligence” for purposes of this Section 4(b).

c. Payment Upon Termination If the Department has pre-paid for subscription services, Contractor shall refund Department the as-yet unused pro-rata portion of such pre-payment as of the date of termination. This applies even where the Contract was terminated by the Department without cause.

5. Written Notice A notice shall be deemed delivered and received when submitted in writing in person or when delivered by any other appropriate method evidencing actual receipt by the Department or the Contractor. Any written notice of termination or suspension delivered to the Contractor shall state the effective date and period of the notice, a reason for the termination or suspension, if applicable, any alleged breach or failure to perform, a reasonable period to cure any alleged breach or failure to perform, if applicable, and any instructions or restrictions concerning allowable activities, costs or expenditures by the Contractor during the notice period.

6. Confidentiality, Privacy, And Protection of Data The Contractor shall ensure the physical security and restrict access to any personal or other Department data in the Contractor’s possession or used by the Contractor in the Performance of a Contract, which shall include, but shall not be limited to, the Department’s public records, documents, files, software, equipment or systems. The Contractor shall comply with the Commonwealth Standard Contract Form and the Commonwealth’s Standard Contract Form Instructions and Contractor Certifications, all applicable laws, rules, and regulations relating to personal data including, but not limited to, M.G.L. c. 66A if the Contractor becomes a “holder” of “personal data” and M.G.L. c. 93H if the Contractor accesses “personal information”, and the Enterprise Information Security Policies and Standards https://www.mass.gov/handbook/enterprise-information-security-policies-and-standards. If the Contractor accesses Protected Health Information (PHI) as defined by the Health Insurance Portability and Accountability Act (HIPAA), the Contractor shall comply with all applicable https://www.mass.gov/handbook/enterprise-information-security-policies-and-standards

HIPAA requirements, including those governing business associates, and shall execute a “Business Associate Agreement” as necessary.

7. Record-keeping And Retention, Inspection of Records The Contractor shall maintain records, books, files and other data as specified in a Contract and in such detail as shall properly substantiate Contractor performance or claims for payment under a Contract, for a minimum retention period of six (6) years beginning on the first day after the final payment under a Contract, or such longer period as is necessary for the resolution of any litigation, claim, negotiation, audit or other inquiry involving a Contract. The Department shall have access, as well as any parties identified under Executive Order 195, during the Contractor’s regular business hours and upon reasonable prior notice, to such records, including on-site reviews and reproduction of such records at a reasonable expense.

8. Assignment The Contractor may not assign or delegate, in whole or in part, or otherwise transfer any liability, responsibility, obligation, duty or interest under a Contract, with the exception that the Contractor shall be authorized to assign present and prospective claims for money due to the Contractor pursuant to a Contract in accordance with M.G.L. c. 106, §§ 9- 318. The Contractor must provide sufficient notice of assignment and supporting documentation to enable the Department to verify and implement the payment assignment. In accordance with the Comptroller’s Bill Payment Policy, payments to third party assignees will be processed as if such payments were being made directly to the Contractor, and these payments will be subject to intercept, offset, counter claims or any other Department rights which are available to the Department or the State against the Contractor. Upon prompt written notice to the Contractor, the Department may assign or delegate, in whole or in part, or transfer any liability, responsibility, obligation, duty or interest under a Contract, to another Department, provided that the assignee has agreed to take full responsibility of such Contract, liability, responsibility, obligation, duty or interest.

9. Subcontracting by Contractor “Subcontractor” shall mean Contractor’s representatives, agents, affiliates, consultants, volunteers, suppliers, service providers, hosting providers, providers of third-party software imbedded in a Contractor’s product, or any other entity with whom Contractor is in privity of oral or written contract and whom Contractor intends to perform under the Contract in any capacity. Any agreement entered into by the Contractor with a Subcontractor for the purposes of fulfilling the obligations under a Contract must be in writing, authorized in advance by the Department, and shall be consistent with and subject to the provisions of these IT Terms and Conditions and a Contract. Subcontracts will not relieve or discharge the Contractor from any duty, obligation, responsibility or liability arising under a Contract. The Contractor shall be responsible for the acts and omissions of its Subcontractors. The Department is entitled to copies of all subcontracts and shall not be bound by any provisions contained in a subcontract to which it is not a party.

10. Affirmative Action, Non-Discrimination in Hiring and Employment The Contractor shall comply with all federal and state laws, rules and regulations promoting fair employment practices or prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be demoted, discharged or otherwise subject to discrimination in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation or for exercising any rights afforded by law. The Contractor commits to purchasing supplies and services from certified minority or women-owned businesses, small businesses or businesses owned by socially or economically disadvantaged persons or persons with disabilities.

11. Insurance Contractor represents and warrants that Contractor, its subsidiaries, and each Subcontractor performing work under the Contract shall, for the duration of the Contract, and in the case of claims-made policies for two years following termination of the Contract, maintain, or cause to be maintained, insurance in such amounts and covering such risks as specifically set forth elsewhere in the Contract, provided that in the event that such coverages are not specified, Contractor shall maintain or cause to be maintained insurance…