Attachment A-Model Grant Agreement.docx

ATTACHMENT A: MODEL GRANT AGREEMENT

BY AND BETWEEN

THE EXECUTIVE OFFICE OF HEALTH AND HUMAN SERVICES

AND

[TBD]

FOR

SAFE AND SUCCESSFUL YOUTH INITIATIVE

HUMAN TRAFFICKING INTERVENTION PROGRAM

This Grant Agreement is by and between the Massachusetts Executive Office of Health and Human Services (EOHHS) and [TBD] (Grantee), with principal offices located at [TBD].

WHEREAS, EOHHS issued a Grant Application on [date], for Human Trafficking Intervention Programs; and WHEREAS, on [TBD], EOHHS selected the Grantee, based on the Grantee’s response to the Grant Application submitted on or before by the required response date; and WHEREAS, the Grantee 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, EOHHS and the Grantee agree as follows:

TABLE OF CONTENTS

Attachment A- Model Grant Agreement EOHHS - Safe and Successful Youth Initiative Human Trafficking Intervention Program Grant Application Page 1

SECTION 1. DEFINITIONS

Case Management—Individualized, trauma-informed service coordination provided by trained staff members to support Participants’ immediate and long-term needs, develop individual service plans, and refer Participants to resources that support Participants’ goals. See Section 2.3.

Case Managers—Trained and supervised staff members responsible for providing Case Management.

Core Services—Survivor Mentoring and Case Management, as further described in Section 2.2.A.

Executive Office of Health and Human Services (EOHHS) - The largest Secretariat in the Executive Branch with 11 agencies (and partner agencies) and the MassHealth program. EOHHS is responsible for coordinating the service delivery and policy development in the Commonwealth’s health and human service agencies.

Fiscal Year (FY) - The Commonwealth’s fiscal year, running from July 1 through June 30. FY27 is July 1, 2026, through June 30, 2027.

Five-Year Statewide Plan to Address Sex Trafficking—A roadmap developed by the Human Trafficking Subcommittee of the Governor’s Council to Address Sexual Assault, Domestic Violence, and Human Trafficking that outlines a strategic plan organized according to six recommendation areas (leadership, empowerment, justice, collaboration, prevention, and measurement), 23 outcomes, and 94 action steps. The plan centers survivor leadership and is specifically designed to prevent sex trafficking, support individuals who experience sex trafficking, and hold traffickers and exploiters accountable.

Grant Agreement—This contract executed between the Grantee and EOHHS as a result of the Grant Application process.

Grant Application—The Grant Application for the Safe and Successful Youth Initiative Human Trafficking Intervention Program issued by EOHHS in July 2026.

Grantee—The entity that enters into this agreement with EOHHS for the provision of services described in Section 2 of this Grant Agreement and that receives payment from EOHHS in accordance with Section 4. All requirements described herein shall also be applicable to the Grantee’s employees and Subgrantees.

Grant Start Date—The date on which the Grantee begins to provide services under this Grant Agreement.

Human Trafficking—For the purposes of this Grant Agreement, the term “Human Trafficking” encompasses all forms of commercial sexual exploitation, including the exploitation of children, youth, and young adults up to age 30 who are victims, survivors, or individuals at risk of Human Trafficking. Though “human trafficking” may generally refer to both sex and labor trafficking, the term “Human Trafficking” in this Grant Agreement refers to sex trafficking, as well as cases in which both sex trafficking and forced labor or labor trafficking are present.

Logic Model—A document included in the Program Plan subject to EOHHS approval that shows the relationships among a Program’s resources, activities, and intended outcomes.

Massachusetts Legislative Task Force on the Prevention of Child Sexual Abuse—A legislatively mandated task force established in 2014 and co-chaired by the Office of the Child Advocate and the Children’s Trust to develop guidance, minimum standards, tools, and sexual abuse prevention and intervention frameworks to support youth-serving organizations in protecting youth in their care. The Task Force’s recommendations were published in Guidelines and Tools for the Development of Child Sexual Abuse Prevention and Intervention Plans by Youth-Serving Organizations in Massachusetts, which formed the foundation for the Safe Kids Thrive website (www.safekidsthrive.org). Safe Kids Thrive is a free resource repository with practical tools and guidance across eight key elements of prevention, including policies and procedures, screening and hiring, codes of conduct, monitoring behavior, safe environments, reporting, training, and sustainability.

Participant—A child, youth, or young adult up to age30 receiving services who has experienced or who is at risk of Human Trafficking.

Program—The collective Safe and Successful Youth Initiative Human Trafficking services and initiatives described and/or delineated in this Grant Agreement, that are implemented, managed, administered, and otherwise carried out by the Grantee.

Program Plan—A document that EOHHS approves that includes but is not limited to a description of Program services and activities, Subgrantees, projected number of Participants to be served, and the Logic Model. The Program Plan may be modified and updated as needed without an amendment to the Grant Agreement, with EOHHS approval. See Section 2.4.

Project Manager—A staff member responsible for the coordination of Statewide Training and Technical Assistance, if the Grantee is providing this service under this Grant Agreement. See Section 2.3.

Safe and Successful Youth Initiative Human Trafficking Intervention Program (SSYI HT)—A program administered by EOHHS that funds Grantees to prevent and respond to Human Trafficking.

Subgrantee—Any entity with which the Grantee enters into an agreement for the provision of all or part of its services for any program area or function that relates to this Grant Agreement.

Survivor Mentoring—Individualized support provided by a Survivor Mentor. Survivor Mentoring emphasizes life experience, emotional support, and interpersonal connection to help Participants access resources and navigate recovery.

Survivor Mentors—Trained and supervised staff members with lived experience related to Human Trafficking who provide individualized support to Participants. Survivor Mentors may be involved in the design and evaluation of services provided to Participants and may provide services to individuals who are at risk of Human Trafficking. See Section 2.3.

SECTION 2. GRANTEE RESPONSIBILITIES

Section 2.1 Overview The Grantee shall provide the following services to Participants in accordance with the Program Plan as described in Section 2.4 and approved by EOHHS.

Individual and Community Services (see Section 2.2.A):

Core Services—Survivor Mentoring and Case Management Promoting systems coordination and collaboration Supplemental services (if applicable) Statewide Training and Technical Assistance (see Section 2.2.B).

If applicable, and as further detailed in the Program Plan, Grantees shall provide Statewide Training and Technical Assistance in collaboration with EOHHS to strengthen and expand the Commonwealth’s response to Human Trafficking.

Section 2.2 Program Components

1. Individual and Community Services Core Services—Survivor Mentoring and Case Management The Grantee shall provide Survivor Mentoring, which shall include, but is not limited to:

Identifying eligible Participants for the Program through referrals or outreach;

Conducting intake and enrollment activities;

Developing and maintaining a trusting mentoring relationship with Participants;

Providing crisis intervention and safety planning, as appropriate;

Supporting Participants with learning and implementing coping strategies, deepening self-advocacy skills, reducing isolation, building positive social connections, and expanding support networks;

Supporting or directly providing Case Management services, as applicable and as further detailed in the Program Plan;

Coordinating service delivery with other stakeholders (e.g., Department of Children and Families, Department of Youth Services, congregate care facilities, housing agencies, law enforcement, attorneys, multidisciplinary teams, and others involved with the Participant), as needed; and Providing other assistance responsive to the needs and goals of Participants.

b. The Grantee shall provide Case Management, which shall include but is not limited to:

1. Identifying eligible Participants for the Program through referrals or outreach;

1. Conducting intake and enrollment activities;

1. Assessing Participant needs and developing individual service plans with the Participant;

Connecting Participants to services and resources provided directly by the Grantee or Subgrantee or through referrals to other entities known to the Grantee (services and resources may include but are not limited to behavioral healthcare, medical care, education support, employment services, legal advocacy, housing support, immigration services, and other essential supports to address identified needs);

1. Providing ongoing coordination with service providers and systems in partnership with and on behalf of Participants; and

1. Providing direct financial assistance (i.e., flexible funds) to Participants, as appropriate, as described in Section 4.1.C.

Promoting systems coordination and collaboration The Grantee shall:

1. Collaborate with EOHHS on addressing Human Trafficking, including case consultation.

1. Collaborate with the Governor’s Council to Address Sexual Assault, Domestic Violence, and Human Trafficking and Massachusetts state agencies, including the Department of Children and Families, Department of Public Health, Department of Youth Services, Department of Mental Health, Executive Office of Public Safety and Security, and other stakeholders as identified by EOHHS.

1. Collaborate with EOHHS on policy development impacting Human Trafficking prevention, identification and response, including collaboration relating to the Five-Year Statewide Plan to Address Sex Trafficking.

1. Support Human Trafficking-related policy development efforts involving other stakeholders, including but not limited to relevant local, state, and federal agencies; community-based organizations; multidisciplinary teams; and other stakeholders involved in addressing Human Trafficking or serving Participants, as identified by the Grantee or EOHHS.

1. Conduct outreach and deliver training, as needed, to local community stakeholders to increase the prevention, recognition, and knowledge of Human Trafficking; improve the response to individuals experiencing Human Trafficking; strengthen referral pathways and services; support the use of shared language related to Human Trafficking; and enhance coordination among stakeholders. Stakeholders may include, but are not limited to, schools, service providers, family resource centers, courts, local law enforcement, local businesses, shelters, and members of the public.

Supplemental services (if applicable) The Grantee may propose supplemental services that are responsive to the identified needs of Participants, and that complement the Grantee’s Core Services and other Individual and Community Services described in Section 2.2.A.

1. Supplemental services may include, but are not limited to, behavioral healthcare, nonclinical groups, prosocial activities for Participants, support services at drop-in centers, and Human Trafficking prevention programming.

Supplemental services are subject to EOHHS approval. The Grantee shall describe any supplemental services in the Program Plan detailed in Section 2.4.

Supplemental services are subject to and shall be provided in accordance with all other applicable laws and regulations.

Statewide Training and Technical Assistance If applicable and as described in further detail in the Program Plan, the Grantee shall, in partnership with and as directed by EOHHS:

1. Provide services to stakeholders identified by EOHHS, including but not limited to EOHHS programs (e.g., Safe and Successful Youth Initiative Cities and Homeless Youth Services), and other entities as directed by EOHHS.

1. Deliver and coordinate or otherwise arrange training at various locations across the Commonwealth; training may be delivered directly and/or through a Subgrantee.

1. Ensure that the design and delivery of trainings implement a survivor-informed approach and incorporate the perspective of and otherwise involve people with lived experience of Human Trafficking, as appropriate.

1. Provide case consultations and expert consultations on topics related to Human Trafficking to stakeholders, including but not limited to EOHHS programs (e.g., Safe and Successful Youth Initiative Cities and Homeless Youth Services).

1. Provide technical assistance to new Grantees.

1. Coordinate and collaborate with other Grantees to support shared learning and organize events for Grantee staff, including events specifically for staff with lived experience of Human Trafficking.

1. Develop, update, or create materials including but not limited to handbooks, resource guides, and promotional materials for Statewide Training and Technical Assistance activities as requested by EOHHS. The Grantee shall develop professional-quality written materials and shall collaborate with graphic designers, editors, and writers, as appropriate and in accordance with EOHHS instructions.

1. Address topics, including but not limited to:

1. Human Trafficking in organized crime and in gangs, familial trafficking, online exploitation, exploitation with and without a third-party, and the various other contexts in which Human Trafficking manifests.

Identifying and responding to variations in Human Trafficking across different contexts (e.g., signs of exploitation in familial trafficking versus signs in situations involving nonfamilial third-party exploiters).

Impacts on diverse populations (e.g., people with different beliefs, cultures, values, gender identity and expression, sexual orientation, race, ethnicity, socioeconomic status, disability, language, national origin, and other identities and attributes).

Approaches to working with perpetrators of Human Trafficking, including individuals who recruit others, traffickers or exploiters, sex buyers, and individuals who exploit people in the context of providing basic needs.

For work provided pursuant to this Section 2.2.B, the Grantee shall ensure a Project Manager, as further detailed in Section 2.3, supervises the provision of Statewide Training and Technical Assistance.

Participate and engage in other activities related to training and technical assistance as directed by EOHHS.

Section 2.3 Staffing Requirements

1. The Grantee shall provide appropriate staffing, training, and supervision to ensure the effective operation of Individual and Community Services and, if applicable, Statewide Training and Technical Assistance. All staff must have clear background checks, including registered sex offender and child protective services background record checks, and be appropriately vetted to perform the services described in this Grant Agreement.

The Grantee shall develop and implement strategies to hire and retain Survivor Mentors with lived experience of Human Trafficking. The Grantee is also encouraged to hire staff with lived experience across all staff roles.

The Grantee shall ensure Participants have access to both Survivor Mentoring and Case Management services. These services may be provided by a staff member who provides both services, or by separate Survivor Mentor and Case Manager staff members.

Grantees providing Statewide Training and Technical Assistance under Section 2.2.B shall assign a Project Manager to supervise and serve as a primary point of contact for these services. The Project Manager may have a different functional title within the agency; for the purposes of providing Statewide Training and Technical Assistance, the Project Manager will be responsible for the following:

1. Ensuring the successful implementation of all Statewide Training and Technical Assistance activities as described in Section 2.2.B.

Developing the Statewide Training and Technical Assistance portion of the Program Plan as described in Section 2.4.

Managing and tracking timelines and deliverables pursuant to the Program Plan as described in Section 2.4.

Coordinating with stakeholders within the Grantee’s agency (e.g., training staff and leadership), EOHHS, and other relevant partners as determined by EOHHS.

Coordinating and scheduling technical assistance activities.

Ensuring communication among all relevant stakeholders to facilitate Statewide Training and Technical Assistance. Communication shall include but is not limited to identifying required areas of technical assistance, ensuring appropriate modifications to training content and delivery, and preventing gaps in the delivery of technical assistance.

Coordinating the development, review, and distribution of materials advertising Statewide Training and Technical Assistance activities.

Ensuring SSYI HT materials are professionally developed, which may include but is not limited to hiring a professional editor, copyeditor, and graphic designer.

The Grantee shall ensure that all staff receive appropriate, role-specific training on an annual basis to remain current on emerging best practices, the evolving needs of Participants, and confidentiality obligations. This training may include topics related to trauma-informed care, the dynamics of Human Trafficking, mandatory reporting, boundary setting, and survivor-centered service delivery. The Grantee shall provide staff training on topics, as recommended by EOHHS.

The Grantee shall provide regular, role-specific supervision for all staff members, including supervision tailored to staff with lived experience. Supervision shall be provided by a supervisor with relevant experience to the role being supervised. Topics may include consultation on Participant service delivery, professional development, boundaries, and staff well-being.

The Grantee shall ensure access to clinical consultation through staff members or consultants, as needed, to support staff providing Survivor Mentoring or Case Management.

The Grantee’s Program Plan shall include the following key personnel:

1. A policy lead who is designated to oversee the development, implementation, and maintenance of policies, practices, and a code of conduct consistent with the recommendations of the Massachusetts Legislative Task Force on the Prevention of Child Sexual Abuse;

A Program supervisor who is designated to manage the daily operation of the Program;

Survivor Mentor(s);

Case Manager(s); and Project Manager, if applicable, as described in Section 2.3.D.

The Grantee shall notify EOHHS of any changes in staffing or role responsibilities.

Section 2.4 Program Plan

1. The Grantee shall perform all work under this Grant Agreement in accordance with the Program Plan approved by EOHHS.

The Grantee shall submit an initial Program Plan, in the form and format specified by EOHHS, outlining all proposed services and activities to be performed in the first fiscal year under this Grant Agreement within 60 days of the Grant Start Date.

On or before May 15 of each year, the Grantee shall submit to EOHHS for approval an updated Program Plan in a form and format specified by EOHHS that covers the upcoming state fiscal year (July 1–June 30). The Program Plan shall identify and describe:

1. All Program services and activities, as specified in Section 2.2.

1. Subgrantees who deliver services or activities under this Grant Agreement, including services or activities delivered.

Key personnel, including the staff title, the functional activities performed in the role, and how the role supports implementation of the Program under this Grant Agreement. The key personnel shall include the following: policy lead, Program supervisor, Survivor Mentor, Case Manager, and if applicable, Project Manager as specified in Section 2.3.

Projected number of Participants served.

An outreach strategy and a description of Participant events, prosocial activities, and trainings provided by the Grantee to identified stakeholders.

Where applicable, a discussion of planned modifications to existing services, proposed implementation of new services, and development of new partnerships in the upcoming state fiscal year.

A Logic Model, in the form and format specified by EOHHS.

1. The Logic Model shall contain the following elements:

1. A description of the problem(s) that the Program aims to address The inputs and resources needed to implement the Program A brief description of Program activities The projected measurable outputs resulting from Program activities The Program’s projected short-term and long-term outcomes Any external factors that may impact the Program implementation Grantees providing Statewide Training and Technical Assistance under Section 2.2.B shall include a “Statewide Training and Technical Assistance” section of the Program Plan that describes activities for the fiscal year and detailed timelines, including training dates, in accordance with project management principles and practices.

The Grantee may make a written request to EOHHS to modify its Program Plan. The Grantee shall proceed to implement any such requested modification only with prior written approval from EOHHS.

Section 2.5 General Requirements

1. Participation in EOHHS-Sponsored Activities and Initiatives

1. The Grantee shall collaborate with and participate in activities conducted by any entity that EOHHS designates to provide services related to this Grant Agreement. Activities may include, but are not limited to, receiving technical assistance, participating in training, and engaging in data collection and reporting, and quality improvement and program evaluation efforts.

The Grantee shall participate in site visits, peer learning activities, and practice development processes coordinated or sponsored by EOHHS.

In collaboration with EOHHS, the Grantee shall integrate elements of the Commonwealth’s Five-Year Statewide Plan to Address Sex Trafficking into its Program.

Service Delivery Standards The Grantee shall establish, implement, and maintain policies, procedures, practices, and a code of conduct consistent with the recommendations of the Massachusetts Legislative Task Force on the Prevention of Child Sexual Abuse to protect the safety of Participants and staff and to maintain appropriate boundaries between Participants and staff. The Grantee shall apply and customize this information to Participants of all ages and to the Grantee’s Program.

Services provided or coordinated under this Grant Agreement shall:

1. Promote recovery and resilience through a trauma-informed approach.

1. Reflect awareness of the needs of populations who may face barriers to accessing services.

1. Be culturally responsive and grounded in cultural humility, with services that reflect Participants’ beliefs, cultures, values, gender identity and expression, sexual orientation, race, ethnicity, socioeconomic status, disability, language, national origin, and other identities and attributes.

Reflect awareness of substance use prevention, harm reduction, and treatment, including services addressing opioid use disorder.

Section 2.6 Data Collection and Activity Reporting The Grantee shall perform its responsibilities under this Grant Agreement in compliance with the following requirements:

1. The Grantee shall maintain detailed documentation of services and activities conducted under this Grant Agreement.

Documentation shall be maintained in accordance with Section 7 of the Commonwealth Terms and Conditions and applicable state and federal requirements, including those promulgated by the Secretary of the Commonwealth regarding document retention.

As directed by EOHHS, the Grantee shall track Program metrics as determined by EOHHS, including but not limited to:

1. Number of Participants served Types of services provided to Participants pursuant to Section 2.2.A of this Grant Agreement Participant demographics Service utilization, including but not limited to the frequency of services received by Participants, outreach efforts, and contacts made to and on behalf of Participants Direct financial assistance disbursements Other program metrics defined by EOHHS On or before October 30, January 30, April 30, and July 24 of each year, on the next business day, or as otherwise directed by EOHHS, the Grantee shall submit quarterly activity reports to EOHHS in a form and format specified by EOHHS.

SECTION 3. EOHHS RESPONSIBILITIES

EOHHS shall provide oversight and reasonable resources and personnel to support Grant Agreement activities.

SECTION 4. PAYMENT

Section 4.1 Payment Subject to EOHHS’s satisfaction with the Grantee’s performance, other terms and conditions of the Grant Agreement, and provided that sufficient funding is appropriated, EOHHS shall pay the Grantee in accordance with the following provisions:

1. EOHHS shall reimburse the Grantee for actual quarterly expenditures for the satisfactory performance of the Grantee’s responsibilities under this Grant Agreement, as determined by EOHHS. The Grantee may request advance payments from EOHHS, if needed. Advance payments will be considered on a case-by-case basis and will require approval from EOHHS. Such expenditures shall be consistent with the Grantee’s budget approved by EOHHS in accordance with this Section 4.1.

EOHHS shall have the right to recoup or offset underspending or overpayments made for the performance of the Grant Agreement. In the event underspending or overpayment occurs, EOHHS shall have the right to offset remaining payments during the current fiscal year, to require the Grantee to make repayments, or to take other steps, in accordance with any policies promulgated by the Office of the Comptroller or other applicable regulations.

Reasonable allowable costs under this Grant Agreement include but are not limited to the following:

1. Staff salaries, taxes, and fringe benefits.

1. Office supplies, furnishings, other supplies (e.g., computers and cell phones), and non-capital equipment.

1. Staff training.

1. Occupancy costs.

1. Subgrant costs as approved by EOHHS.

1. Staff travel, including tolls and parking for grant-related in-state travel.

1. Allowable grant-related travel costs will be paid at the lesser rate of the current EOHHS-approved rate or the Grantee’s reimbursement rate. The Grantee must retain receipts for such travel at the Grantee’s location.

1. Stipends, incentives, or costs for prosocial and recreational activities.

1. Direct financial assistance (i.e., flex funds) to Participants, which may include but is not limited to housing-related expenses, food, hygiene products and basic needs, transportation, education-related costs, training and certification fees, work clothes, legal expenses, childcare, recovery supports, communication costs, and other essential expenses not otherwise covered by available programs.

1. The Grantee shall maintain written policies and robust documentation governing the use and disbursement of flexible funds and shall make such documentation available to EOHHS upon request. The Grantee shall implement financial controls, as requested by EOHHS as described in Section 5.8.

1. Indirect rates, as approved by EOHHS.

Non-allowable costs under this Grant Agreement include but are not limited to:

1. Costs incurred to support activities or expenditures that are not included in the Grantee’s approved budget or are incurred prior to receiving EOHHS’s approval.

1. Out-of-state travel, unless express prior authorization has been obtained from EOHHS.

1. Mileage reimbursement in excess of the state-approved rate.

1. Lobbying activities, legislative advocacy, or any efforts to influence federal, state, or local legislation, regulations, or ballot initiatives.

1. Tax and fringe costs that exceed any federally approved fringe rate applicable to the Program.

1. Indirect rates that exceed EOHHS’s approved rate.

1. Cash reserves.

1. Capital investments and improvements, vehicle purchases, and relocation costs, unless express prior authorization has been obtained from EOHHS.

1. Management, administrative, or other costs that are already allocated to other contracts or that are not directly related to the provision of services under this Grant Agreement.

By May 15th of each year, the Grantee shall submit to EOHHS, and EOHHS shall review and approve an annual budget for the state fiscal year beginning on July 1 of that year, in the form and format specified by EOHHS. EOHHS will review, request modifications, and approve the Grantee’s budget as it determines appropriate.

The Grantee may make and EOHHS will review and approve a request to revise the budget. The Grantee shall make any such budget revision request to EOHHS in writing, in the form and format specified by EOHHS. EOHHS will review and request modifications as it determines appropriate.

Section 4.2 Fiscal Reports

1. On or before October 30, January 30, April 30, and July 24 of each year, or on the next business day, the Grantee shall submit to EOHHS quarterly fiscal reports in a form and format specified by EOHHS.

The quarterly fiscal reports shall:

1. Show expenditures made during the reporting period

1. Explain any adjustments to previously reported data

1. Provide an explanation of any expenditures made during the reporting period but not yet recorded

1. Include offsets for any program revenue received

SECTION 5. ADDITIONAL REQUIREMENTS

Section 5.1 Grant Agreement Term The Grant Agreement shall commence upon execution by the parties and end on June 30, 2029, subject to (1) the Grantee’s satisfactory performance, as determined by EOHHS, of all duties and obligations under this Grant Agreement, and (2) any termination provisions set forth in the Grant Agreement. The Grant Agreement may be extended through June 30, 2036, in increments determined by EOHHS and upon terms agreed to by the parties. EOHHS may also extend the Grant Agreement for any reasonable time period EOHHS determines necessary to complete a subsequent procurement.

Section 5.2 Grant Officers

1. EOHHS authorizes Deborah Scott as Grant Officer, who shall be authorized and empowered to represent EOHHS with respect to all matters relating to this Grant Agreement. Such designation may be changed during the period of this Grant Agreement only by written notice.

The Grantee authorizes [insert name] as Grant Officer, who shall be authorized and empowered to represent the Grantee with respect to all matters relating to the implementation of this Grant Agreement. Such designation may be changed during the period of this Grant Agreement only by written notice.

Section 5.3 Notification of Administrative Change The Grantee shall notify EOHHS in writing no later than 30 days prior to any change affecting it or its performance of its responsibilities under this Grant Agreement, but if a change in business structure is voluntary, the Grantee shall provide a minimum of three months’ notice to EOHHS.

Section 5.4 Assignment The Grantee shall not assign or transfer any right, interest, or obligation under this Grant Agreement to any successor entity or other entity without the prior written consent of EOHHS.

EOHHS may assign or transfer any right, interest, or obligation under this Grant Agreement to any constituent agency of EOHHS without prior written consent of the Grantee.

Section 5.5 Independent Contractor The Grantee, its employees, and any other of its agents in the performance of this Grant Agreement shall act in an independent capacity and not as officers or employees of EOHHS or the Commonwealth of Massachusetts.

Section 5.6 Statutory Requirements Related to Confidentiality The Grantee recognizes that in the performance of this Grant Agreement it will collect, use, maintain, disclose, create, receive, transmit, and/or otherwise access “personal data,” as defined in Mass. Gen. Laws c. 66A, and that in so doing it will become a “holder” of personal data under Mass. Gen. Laws c. 66A. As a holder of personal data, the Grantee agrees that it shall maintain the privacy and security of such personal data and otherwise comply with all requirements of Mass. Gen. Laws c. 66A with respect to such personal data.

The Grantee further agrees that it shall comply with all applicable state and federal regulatory, statutory, and other requirements, including EOHHS rules and regulations relating to or governing the confidentiality, privacy, and/or security of such personal data defined and any other data (including Protected Information, as defined below) received, used, created, maintained, disclosed, or otherwise accessed in connection with this Grant Agreement that may be in effect upon execution of, or as may be in effect during the course of, this Grant Agreement. EOHHS may require specific written assurance and further agreements regarding the security and privacy of Protected Information.

For purposes of this Grant Agreement, “Protected Information” or “PI” means any “personal data,” as defined in Mass. Gen. Laws c. 66A, any “personal information,” as defined in Mass. Gen. Laws c. 93H, and any other information that is treated as confidential under any federal or state law or regulation that the Grantee or its Subgrantees use, maintain, disclose, receive, create, receive, transmit, or otherwise access under or in connection with its performance under this Grant Agreement. Unless authorized by EOHHS in writing, all information, including aggregate information, that the Grantee or its Subgrantees use, maintain, disclose, receive, create, receive, transmit, or otherwise access in connection with this Grant Agreement is considered PI if it is not fully de-identified in accordance with 45 CFR §§164.514(a)–(c). Further, EOHHS reserves the right to add any requirement during the course of the Grant Agreement that it determines it must include in the Grant Agreement in order for EOHHS to comply with Mass. Gen. Laws c. 66A, 801 CMR 3.00, Mass. Gen. Laws c. 93H, 201 CMR 17, and other applicable laws, regulations, and policies.

1. Permitted Use and Disclosure The Grantee may use PI and any data derived or extracted from PI only for purposes directly related to the Grantee’s performance under this Grant Agreement. In using PI for such permitted purposes, the Grantee shall limit access to the information only to those employees, agents, and authorized Subgrantees who need such information in order to perform their official duties in connection with the Grantee’s performance of its obligations under this Grant Agreement and the Grantee represents that it shall make reasonable efforts to limit the amount of PI used, disclosed or requested to the minimum necessary to accomplish or perform the particular activity for which the PI is being used, disclosed or requested.

The Grantee shall not disclose or release PI to any person or entity other than: (a) to its authorized Subgrantees in the performance of Grant Agreement responsibilities hereunder, if any; (b) to the subject of the PI, if such disclosure is specifically contemplated under this Grant Agreement or otherwise approved by EOHHS in writing; (c) as required by law, in accordance with the following paragraph; or (d) with the prior written authorization from EOHHS; provided that any such disclosure must otherwise comply with all applicable privacy laws and regulations, the terms of this Grant Agreement and the terms of any other contract or agreement relating to the privacy or security of PI that the Grantee may enter into pursuant to this Grant Agreement; any such contract or agreement will be referred to as a “Supplemental Confidentiality Agreement.”

The Grantee may use or disclose PI if and to the extent specifically required by federal or state law or regulation applicable to the Grantee, provided that any such use or disclosure must be consistent with the restrictions of Mass. Gen. Laws c. 66A and any other applicable privacy or security law or regulation.

Unless the Grantee has obtained EOHHS’s written consent, the Grantee shall not use or disclose PI or de-identified Participant information for research, publication, presentation, statistical tabulation, report, or similar.

Data Security In addition to any other requirement in this Grant Agreement, the Commonwealth Terms and Conditions, or the Grant Application related to data security, as of the Grant Agreement effective date, the Grantee shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of PI and any other confidential information and materials in the Grantee’s control and used by the Grantee under this Grant Agreement, and that prevent use or disclosure of such information and materials other than as provided for, by, and in accordance with the terms of this Grant Agreement. The Grantee shall comply with any applicable security requirements issued by federal, state, or other issuing agency or entity.

The Grantee shall notify EOHHS of any change in its administrative, technical, or operational environments that compromises or otherwise impacts the confidentiality, integrity, or availability of PI.

In the event the Grantee is granted direct access into any EOHHS systems, databases, or other information technology resources, the Grantee shall comply with system-specific policies, mechanisms and processes adopted by EOHHS and EOTSS. The Grantee shall protect from inappropriate use or disclosure of any password, user ID, or other mechanism or code permitting access to any EOHHS system, database, or other information technology resource or any other system, database, or information technology resource containing PI. The Grantee shall give EOHHS prior notice of any change in personnel whenever the change requires a termination or modification of any such password, user ID, or other security mechanism or code to maintain the integrity of the system, database, or resource.

The Grantee agrees to allow representatives of EOHHS access to the premises where PI is kept for the purpose of inspecting privacy and physical security arrangements implemented by the Grantee to protect such data.

Upon request, the Grantee shall provide EOHHS with copies of all written policies, procedures, standards, and guidelines of the Grantee related to the protection, security, use, and disclosure of PI or other confidential information and the security and integrity of the Grantee’s technology resources.

Commonwealth Security Information If, through this Grant Agreement, the Grantee obtains access to any Commonwealth Security Information (as defined below), the Grantee is prohibited from making any disclosures of or about such information, unless in accord with EOHHS’s express written instructions unless such disclosure is required by law and then only in accord with this Grant Agreement. If the Grantee is granted access to such information in order to perform its obligations under this Grant Agreement, the Grantee may only use such information for the purposes for which it obtained access. In using the information for such permitted purposes, the Grantee shall limit access to the information only to those employees, agents, and authorized Subgrantees who need such information in order to perform their official duties in connection with the Grantee’s performance of its obligations under this Grant Agreement. While in possession of such information, the Grantee shall apply all privacy and security requirements set forth herein with respect to Commonwealth Security Information and PI, as applicable to maintain the confidentiality, security, integrity, and availability of such information. Notwithstanding any other provision in this Agreement regarding termination, the Grantee may not retain any Commonwealth Security Information upon termination of this Grant Agreement unless such information is expressly identified in any retention permission. If retention is expressly permitted, all data protections stated herein survive termination of this Grant Agreement and shall apply for as long as the Grantee retains the information.

For purposes of this Grant Agreement, “Commonwealth Security Information” means any data or other information that pertains to the security of the Commonwealth’s information technology. Specifically, Commonwealth Security Information refers to information pertaining to the manner in which the Commonwealth protects its information technology systems against unauthorized access to or modification of information, whether in storage, processing, or transit, and against the denial of service to authorized users or the provision of service to authorized users, including those measures necessary to detect, document, and counter such threats.

Periodic Review The Grantee shall monitor, periodically assess, and update its security controls and related system risks to ensure the continued effectiveness of those controls. The Grantee must represent its conformance to Section 5.6 by conducting an internal review on an annual basis. Such internal review will include an industry-standard vulnerability of the Grantee’s environment. In the event the Grantee is not compliant, the Grantee agrees to remediate such gap(s) in compliance within a reasonable timeframe. If the Grantee cannot remediate such gap(s) within a reasonable timeframe, EOHHS reserves the right to implement a pro-rated modification of payments to the Grantee until compliance is reached.

Notification of Breach or Unauthorized Use or Disclosure of Information If the Grantee knows or has reason to believe that any PI, Commonwealth Security Information, or other data related to this Grant Agreement has been improperly used, accessed, disseminated, copied, or removed, the Grantee shall immediately notify EOHHS, both orally and in writing within twenty-four (24) hours of such discovery, of such known or possible event(s) and take all commercially reasonable steps to retrieve any such information that was disclosed to or accessed, copied, or removed by a non-permitted third-party and to mitigate any harm caused by such event(s). The Grantee shall provide a written report to EOHHS, as soon as possible, and no later than five (5) business days of the Grantee’s becoming aware of any improper use, access, dissemination, copy, or removal of any PI, Commonwealth Security information, or other data related to this Grant Agreement of said improper use, access, dissemination, copy, or removal. The report shall identify the circumstances surrounding any improper use, access, dissemination, copy, or removal, including the date of the event, a description of how the event occurred, the type of PI, the Commonwealth Security Information, or the other data involved, the number of individuals to which any such PI, Commonwealth Security Information, or other data pertains, a summary of the Grantee’s investigation, a summary of steps taken to prevent a similar unauthorized use or disclosure in the future, and such other information as EOHHS determines appropriate. Such notice and other actions shall be in addition to any other notice or action that may be required in connection with such event(s) under this Grant Agreement, the Commonwealth Terms and Conditions, a Supplemental Confidentiality Agreement, or applicable law or regulation (including, for example, Mass. Gen. Laws c. 93H).

If EOHHS determines, in its sole discretion, that it is required to provide notifications to consumers or state or federal agencies under any applicable law or regulation, as a result of the unauthorized use or disclosure, the Grantee shall, at EOHHS’s request, assist EOHHS in drafting such notices for EOHHS’s review and approval, and shall take such other action(s) as EOHHS may reasonably request in connection with EOHHS’s compliance with applicable laws and regulations, but in no event shall the Grantee have the authority to give any such notifications on EOHHS’s behalf unless EOHHS authorizes and directs the Grantee to do so in writing. Additionally, at EOHHS’ direction, the Grantee shall provide credit monitoring services to affected individuals as required under M.G.L. c. 93H, § 3A or other applicable law.

Notification of and Response to Legal Process The Grantee shall report to EOHHS, both verbally and in writing, any instance where PI, Commonwealth Security Information, or any other data obtained under or in connection with this Grant Agreement is subpoenaed or becomes the subject of a court or an administrative order or other legal process. The Grantee shall provide such notice as soon as possible upon receiving or otherwise becoming aware of such subpoena, order, or other legal process, and in no event later than five (5) business days before the response date applicable to such subpoena, order, or process. If EOHHS directs the Grantee to respond, the Grantee shall take all necessary legal steps, including objecting to the request when appropriate, to comply with Mass. Gen. Laws c. 66A and any other applicable law or regulation. If EOHHS determines that it shall respond directly, the Grantee shall fully cooperate and assist EOHHS in its response.

Compliance by Grantee’s Representatives. The Grantee shall ensure that each of its employees and agents, including Subgrantees, having access to PI complies with all terms of this Grant Agreement (and, if applicable, any Supplemental Confidentiality Agreement) relating to the privacy or security of PI, Commonwealth Security Information, or any other data obtained under or in connection with this Grant Agreement.

The Grantee is fully responsible for any Subgrantee’s or agent’s performance and for meeting all terms and requirements of this Grant Agreement. The Grantee will not be relieved of any legal obligation under this Grant Agreement, regardless of whether the Grantee subgrants for performance of any Grant Agreement responsibility or whether PI or other information was in the hands of a Subgrantee or agent.

Custodian of Protected Information The Grantee must designate a custodian of PI who shall be responsible for assuring the Grantee’s compliance with all requirements set forth in this Grant Agreement relating to PI and Commonwealth Security Information.

Section 5.7 Program Modifications and New Initiatives

1. Overview

1. EOHHS shall have the option at its sole discretion to modify, increase, reduce or terminate any activity related to this Grant Agreement whenever, in the judgment of EOHHS, the goals of the Program have been modified or altered in a way that necessitates such changes. Program goals may be modified due to reduced or increased availability of federal or state funding for services relevant to this Grant Agreement, Program outcomes and lessons learned during implementation, development of new best practices or recommendations, evaluation results, or other activities or outcomes relevant to the Program. In the event that the scope of work or portion thereof must be changed, EOHHS shall provide written notice of such action to the Grantee and the parties shall negotiate in good faith to implement any such changes proposed by EOHHS.

EOHHS additionally reserves the right, at its sole discretion, to amend the Grant Agreement to implement state or federal statutory or regulatory requirements, judicial orders, settlement agreements, or any state or federal initiatives or changes affecting EOHHS or the Grant Agreement.

Notwithstanding the generality of the foregoing, EOHHS reserves the right to amend the Grant Agreement to implement new initiatives or to modify initiatives related to:

1. New EOHHS programs or information technology systems;

Expansion of, or changes to, existing EOHHS programs or information technology systems;

Other programs as specified by EOHHS; and Programs or information technology systems resulting from state or federal legislation, regulations, initiatives, or judicial decisions that may…