DMH Standard Contract Requirements~2.docx

DMH Standard Contract Requirements

A. Continuity of Operations B. Contract Changes C. Data and Software Use and Ownership D. Insurance E. Intellectual Property Rights, Publicity, Publication, Reproduction F. Research Activity G. Transition on Termination H. Client Records

The provisions set forth in this Attachment will apply to the contract issued as a result of this RFR.

A. Continuity of Operations

When required by DMH, the Contractor must provide data about Persons, staff, services, etc. to enable EOHHS, DMH and/or any other EOHHS agency to develop Continuity of Operations Plans.

The Contractor must develop and implement their own Continuity of Operations Plan, or similar type of plan (e.g., Incident Management Plan or Business Continuity Plan) in accordance with guidelines developed by EOHHS, DMH, or their agents, and/or to coordinate its plan(s) with EOHHS, DMH and/or other EOHHS agency.

If a declaration of a state of emergency occurs where the safety and well-being of Commonwealth citizens are at risk, DMH may request specific commodities and/or services from the Contractor. The Contractor may be called upon to supply and/or deliver to the Commonwealth on a priority basis such commodities and/or services currently under Contract.

To accommodate such requests, the Contractor must make every effort to provide the service these requests at rates or costs similar to those incurred under their current contracts.

B. Contract Changes

DMH has the option at its sole discretion to modify, increase, reduce or terminate any activity related to the Contract awarded under this RFR whenever, in the judgment of DMH, the goals of the project have been modified or altered in a way that necessitates such changes. If the scope of work or portion thereof must be changed, DMH shall provide written notice of such action to the Contractor and the parties shall negotiate in good faith to implement any such changes proposed by DMH. DMH additionally reserves the right, at its sole discretion, to amend the Contract awarded under this RFR to implement state or federal statutory or regulatory requirements, judicial orders, settlement agreements, or any state or federal initiatives or changes affecting DMH or the Contract.

C. Data and Software Use and Ownership

All data acquired by the Contractor from DMH, or from others in the performance of its Contract, (including, but not limited to, personal data) shall be and remain the property of DMH. DMH shall be given free and full access at all reasonable times to all such data. All finished or unfinished studies, analyses, flow charts, electronic media, design documents, program specifications, programs, schedules and planning documents, forms, reports, and any other documentation, including modifications thereto, prepared, acquired, designed, improved or developed by the Contractor for delivery to DMH under its Contract shall be and remain the property of DMH.

The Contractor shall not disseminate, reproduce, display or publish any report, map, information, data or other materials or documents produced in whole or in part pursuant to its Contracts without the prior written consent of DMH, nor shall any such report, map, information, data or other materials or documents be the subject of an application for patent or copyright by or on behalf of the Contractor without the prior written consent of the DMH Commissioner or Designee. The Contractor shall use DMH-owned data, materials and documents, before or after this termination or expiration of their Contracts, only as required for the performance of the Contracts. The Contractor will not otherwise use DMH-owned or Commonwealth-owned data, materials or documents, or copy or reproduce the same in any form, except pursuant to express written instructions from DMH.

The Contractor further agrees to return DMH-owned or Commonwealth-owned data, materials and documents promptly, but in no event later than seven (7) days upon DMH request, in whatever forms they are maintained by the Contractor and/or at the direction of DMH to destroy such data. The Contractor must submit to DMH for its prior review and approval any and all proposed research projects, publications, and other communications to any entity or individual that is outside the scope of the Contractor’s direct performance obligations under its Contract.

D. Insurance

The Contractor must to provide, pay for and maintain at the Contractor’s expense all insurance required by state or federal law for its employees, as applicable, including workers’ compensation and unemployment compensation and insurance coverage of such type and in such amounts as will completely protect the Contractor and DMH, its officials, officers, agents, servants, employees and assigns against any and all risks of loss (including costs of defense) or liability arising out of this Contract. The Contractor shall provide DMH with evidence of proper Workers’ Compensation Insurance and Professional Liability Insurance and General Liability Insurance by October 1 of each year.

E. Intellectual Property Rights, Publicity, Publication, Reproduction

The Contractor must obtain the prior written approval of DMH before they, any of their officers, agents, employees or subcontractors, either during, or after termination, of their Contracts, makes any statement bearing on the work performed or data collected under the Contracts to the press or issues any material for publication through any medium of communication. The Commonwealth shall own the copyright in any and all copyrightable reports, manuals, pamphlets and other final products specified to be delivered as an element of performance in the Contracts. The Contractor have no rights of ownership, copyright or patent in materials it create for use in the performance of its obligations under its Contract other than those rights expressly stated in the Contract.

If the Contractor, or any of its subcontractors, publishes a work dealing with any aspect of performance under its Contracts, or of the results and accomplishments attained in such performance, the Commonwealth shall have a royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use the publication. A Contractor shall use reasonable means to inform the public that DMH provides financial support for its operations and services by explicitly stating on publicity material, stationery, posters and other written materials and on its premises the following: “This program/project is supported in part (in full) by the Commonwealth of Massachusetts Department of Mental Health.” The Contractor have no rights of ownership, copyright or patent in materials developed with Contract funds used by the Contractor in the performance of its obligations under the Contract other than in those rights expressly stated in its Contract.

F. Research Activity

Research and/or the recruitment of research subjects of Persons must only be done with approval of DMH pursuant to 104 CMR 31.00.

G. Transition on Termination

If, at the time of termination of a contract, a Contractor is providing services, the contractor must work cooperatively with the successor contractor, if any and DMH to ensure a smooth and orderly transition and those services are not interrupted. Items to be discussed may include, but are not limited to the transfer of data to the new contractor, buyout of materials or equipment, knowledge transfer, allowing for a rolling transfer approach, etc. This requirement shall service the expiration or termination of the contract.

H. Client Records Pursuant to Section 4 of the Commonwealth Terms and Conditions for Human and Social Services, client records maintained pursuant to the contract are the property of the contractor. In addition to the access to records provided to DMH by said Section 4, DMH and its agents may review such records at any reasonable time for purposes including, but not limited to, the following: