IWWTI Attachment A - Grant Agreement.docx

ATTACHMENT A

MODEL GRANT AGREEMENT

BY AND BETWEEN

THE DEPARTMENT OF VETERANS’ SERVICES

AND

TBD

FOR

THE INVISIBLE WOUNDS OF WAR TRAINING INITIATIVE GRANT

DVS Family Resource Centers Request for Responses DRAFT

This Grant Agreement is by and between the Massachusetts Department of Veterans’ Services (DVS) located at 600 Washington Street, 7th Floor, Boston, MA 02111 and TBD (Grantee), with principal offices located at: [TBD]

WHEREAS, DVS issued a Grant Application for the Invisible Wounds of War Training Initiative (Grant Application) on May 10, 2018; and

WHEREAS, DVS selected the Grantee based on the Grantee’s response to the Grant Application submitted on or before the required response date of May 31, 2018; 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, DVS and the Grantee agree as follows:

IWWTI Grant Agreement i

DVS – SSYI Request for Responses Model Supplement to the Standard Grant Agreement Form – Attachment A Page i

Table of Contents

Section 4.28 Indemnification ………………………………………………………………18 Section 4.29 Attorneys Fees .…….…………………………………………………………18 Section 4.30 Drafting Participation…………………………………………………………18

IWWTI Grant Agreement ii

IWWTI Grant Agreement iii

Section 1. DEFINITIONS

The following terms or their abbreviations, when capitalized in this Grant Agreement and its Attachments, are defined as follows unless the context clearly indicates otherwise.

Administrative Expenses - Those costs incurred when implementing and administering the grant funds and the operational activities required by this Grant Agreement. Some examples of administrative costs include costs associated with financial accounting for the use of grant funds, preparing reports for submission to DVS, obtaining program audits and similar costs related to administering the grant. Administrative Expenses cannot exceed 10 percent of the total grant.

Client – The term Client refers to as broad a spectrum as possible of mental health care providers within the Commonwealth. This includes, but is not limited to, physicians, osteopaths, psychologists, therapists, nurses, nurse practitioners, physicians assistants, counselors generally (including, but not limited to substance abuse disorder counselors, marriage counselors, family counselors, clergy, etc.), licensed clinical independent social workers, social workers generally, dentists, chiropractors, physical therapists, acupuncturists, alternative medicine providers, etc.

Cultural Competence – A set of congruent behaviors, attitudes, and policies that come together in a system, agency, or among professionals that enables effective work in cross-cultural situations. “Culture” refers to integrated patterns of human behavior that include the language, thoughts, communications, actions, customs, beliefs, values, and institutions of racial, ethnic, religious, or social groups including, but not limited to, ASL-using deaf, hard-of-hearing, and deaf-blind persons. “Competence” implies having the capacity to function effectively as an individual and an organization within the context of the cultural beliefs, behaviors, and needs presented by consumers and their communities.

Critical Incident – an incident including but not limited to homicide, serious injury, arrest on a serious charge or misconduct. A Critical Incident may involve a Client, Program staff or both.

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

Grant Application – Grant Application for the Invisible Wounds of War Training Initiative, issued by DVS on May 10. 2018. DVS accepted applications from the non-profit entities authorized to transact business in the Commonwealth of Massachusetts, to provide medical service providers training on recognition and treatment of military veterans (and their families) suffering from the invisible wounds of war including, but not limited to, Post-Traumatic Stress Disorder (PTSD) including prolonged exposure (PE) therapy or cognitive processing therapy (CPT), substance use disorders, depression, suicide prevention and traumatic brain injury (collectively, referred to herein as “IWW”), throughout the Commonwealth.

Grant Agreement Start Date – The date on which this Grant Agreement is executed, which shall be the date when the Program begins.

Program – the Grantee’s implementation of the Invisible Wounds of War Training Initiative (IWWTI).

Program Services Matrix – a document, which lists, describes, and identifies all Program services, training content, time frames, goals, service providers other than Grantee (subcontractors), activities, number of Clients attending each training session, Client demographics, anticipated performance outcomes (measurements of success), etc.

Service Start Date – the date Grantee and DVS execute this Grant Agreement.

Subcontractor – any person or entity from which the Grantee 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 including, but not limited to, behavioral health and network services.

Section 2. GRANTEE RESPONSIBILITIES Grantee shall perform the training envisioned under the terms of this Grant Agreement throughout the entire Commonwealth of Massachusetts, as follows.

Section 2.1 Goals of the Invisible Wounds of War Training Initiative (IWWTI) Pursuant to 815 CMR 2.00, DVS has issued this a Grant Application (“Grant Application”) to solicit responses from qualified non-profit private organization(s), licensed to transact business within the Commonwealth of Massachusetts (“Commonwealth”), with proven experience training medical and mental health providers within the Commonwealth, to administer the Invisible Wounds of War Training Initiative (“IWWTI”) throughout the Commonwealth.

Chapter 47 of the Acts of 2017, line item 1410-0012 appropriated $650,000 for the education and training of medical providers in veterans' mental and behavioral health issues, suicide prevention, and substance abuse and treatment.

Approximately one in three military veterans will be impacted by the invisible wounds of war, which include, but are not limited to, Post-Traumatic Stress Disorder, depression, substance use disorders, depression, suicide and traumatic brain injury (collectively, referred to herein as “IWW”). Throughout the United States, approximately 20 military veterans commit suicide each day. Male veterans under the age of 30 are three times more likely to commit suicide than their peers. Substance abuse often precedes suicidal behavior in military veterans. It is estimated that 30% of Army suicides and over 45% of suicide attempts since 2003 involve some form of alcohol or drug abuse. In order to ensure that the significant population of military veterans residing in Massachusetts who may suffer from IWW receive the highest quality medical treatment from their providers, DVS is launching the IWWTI.

Insufficient numbers of medical personnel within the Commonwealth are trained to recognize and treat IWW. The Commonwealth seeks to train more medical personnel in this area of specialization.

The purpose of the Program is to enhance existing efforts to provide mental health service providers state of the art training on the most effective and current techniques for recognizing and treating military veterans (and their families) suffering from IWW, throughout the Commonwealth, at no cost to the client.

The target market for the training includes the broadest possible spectrum of mental health service providers including, but not limited to, physicians, osteopaths, psychologists, therapists, nurses, nurse practitioners, physicians assistants, counselors generally (including, but not limited to substance abuse disorder counselors, marriage counselors, family counselors, clergy, etc.), licensed clinical independent social workers, social workers generally, dentists, chiropractors, physical therapists, acupuncturists, alternative medicine providers, etc.

The Program may provide training at diverse locations throughout the entire Commonwealth.

Eligible organizations are invited to submit the response and supporting documentation (collectively, “Response”) as set forth in this Grant Application and the attached Response Form.

Section 2.2 Program Components The Grantee shall ensure its Program includes all of the components set forth in this Section 2.2. The Grantee shall operate its Program in accordance with this Section.

A. Planning and Reporting

1. Provide monthly reports to DVS showing the performance of the Program.

2. Provide monthly reports to DVS on expenditures of grant money.

3. The Grantee shall comply with all reporting and audit obligations contained in this Grant Agreement.

B. Identification of Clients

1. Service Population. The Grantee shall ensure that it welcomes and offers services to any Client seeking training in IWW.

1. Geographic Catchment Area. The Grantee shall ensure its Program provides training throughout the Commonwealth.

1. The Grantee may not allow exceptions to the Clients set forth in this section without prior approval from DVS.

C. Training Program

1. The Grantee’s Program shall contain comprehensive content that provides the highest level of training to Clients on the most up-to-date techniques for recognizing and treating IWW. The training set forth in the Training Program must be held at diverse locations throughout the Commonwealth.

2. The Training Program shall include, but is not limited to, the following types of opportunities for the Clients:

a. Multi-week courses for in-depth Client training;

b. Multi-day workshops for general Client training; and

c. Individual/in-person Client training.

3. The actual Client training shall be performed by individuals possessing subject matter expertise and utilizing the most effective and modern teaching techniques.

D. Fees to Attend Training The Grantee shall not charge any fee or cost recovery charge to a Client for participating in any aspect of the Training Program.

E. Staffing Requirements

1. All personnel interacting with Clients in person shall be required to pass a CORI background check.

The Grantee shall notify DVS of any changes to Key Personnel as identified in the Grantee’s Response to the Grant Application. If any Key Personnel becomes unavailable, the Grantee shall notify DVS forthwith and provide the name(s) and resume(s) of suitable replacements, subject to DVS’ approval.

2. The Grantee shall ensure that qualified and competent staff performs all activities specified in this Grant Agreement, and that appropriate supervision and working conditions are provided for all staff, paid and unpaid.

3. The Grantee shall ensure that staffing resources are sufficient to perform all tasks specified in this Grant Agreement in a professional, accurate, complete and timely manner.

4. The Grantee shall ensure all staff have access to the resources and equipment necessary for performing their jobs in a professional manner.

F. Program Locations

1. The training set forth in the Program shall be provided at diverse locations throughout the Commonwealth.

2. The training locations shall be indicated in the Program Services Matrix.

3. Each training location shall have appropriate infrastructure to support the training offered.

4. Where feasible, training locations should be convenient to public transportation.

G. DVS’ Right to Visit and Inspect

1. DVS shall be permitted to visit and inspect the grantee’s place of business, training sites, and all the facility supported by this grant.

H. Cultural Competency

1. Program services shall be presented in a Culturally Competent manner, and reflect an understanding of individual beliefs, culture and values.

2. Communications with Clients shall be reflective and sensitive to the Clients’ linguistic, cultural and development differences.

I. Internal Controls

1. The Program shall maintain adequate systems and records to support program and fiscal operations, and produce accurate reporting.

2. The Program shall contain adequate internal processes and procedures, including segregation of duties, access control and approval authority, to minimize risks and ensure the integrity of the Program.

3. The Program shall, in a timely manner, process documentation, invoices and other communications, record assets and liabilities, and perform other administrative processes appropriate for operating the Program.

4. Any information and documentation provided by the Grantee to a municipal, state, federal and/or other authority, or to any other third parties, shall be consistent with the information and documentation provided to DVS.

5. The Program shall ensure any financial information entered in a budgeting, accounting, payroll or other management system by Program staff is consistent with and reflects the budget approved by DVS and any reporting submitted to DVS.

J. Documentation and Data Collection

1. The Program shall maintain detailed documentation of all Program and Client services and activities, in accordance with Section 7 of the Commonwealth Teams and Conditions, and in compliance with any other applicable state and federal regulatory, statutory and other requirements, including requirements promulgated by the Secretary of State as related to document retention.

2. The Program shall track all data defined in the Program Services Matrix.

K. Program Services Matrix

1. Unless otherwise permitted by DVS, the Grantee shall perform all work under this Grant Agreement in accordance with the Program Services Matrix approved by DVS.

2. Any request from the Grantee to modify the Program or the Program Services Matrix must be made in writing and shall be deemed approved by DVS only if such approval is issued in writing. During the pendency of any modification request the Grantee shall continue to implement the then existing Program requirements.

L. Reporting

1. On or before July 15, October 15, January 15 and April 15 of each year, the Program shall ensure that all required program activity data is submitted to DVS. The quarterly activity data shall contain the following elements:

a. Description of Program activities;

b. Clients served in each activity;

c. Discussion of challenges, successes and other program developments during the reporting period;

d. Show expenditures made during the reporting period;

e. Reconcile to trial balances produced by the Grantee and Program Partners’ accounting systems;

f. Explain any adjustments to previously reported data;

g. Provide estimates of any expenditures made during the reporting period but not yet recorded;

2. The Grantee shall ensure the accuracy of all data reported to DVS. If Grantee encounters difficulties meeting performance objectives, the Grantee shall develop and implement quality improvement and compliance plans, as directed by DVS.

M. Critical Incident Reporting

1. For the purposes of this Grant Agreement, a critical incident is defined as homicide, serious injury, arrest on a serious charge, or employee misconduct that may be related to the Program or its Clients and staff.

2. The Program shall notify DVS forthwith if a critical incident occurs.

Section 3. PAYMENT Section 3.1 Payment

1. Chapter 47 of the Acts of 2017, line item 1410-0012 appropriated $650,000 for the education and training of medical providers in veterans' mental and behavioral health issues, suicide prevention, and substance abuse and treatment for fiscal year 2018. The total maximum obligation under this IWWTI Grant Agreement is ____________. DVS will tender the grant amount to each individual Grantee within thirty (30) days of the Execution of this Grant Agreement.

2. DVS shall have the right to recoup or offset underspending or overpayments made for grant performance. In the event underspending or overpayment occurs, DVS shall have the right to offset future payments to require the Grantee to make repayment, or to take other steps, in accordance with any policies promulgated by the Office of the Comptroller or other applicable regulations.

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

a. Staff salaries, tax and fringe, office supplies, furnishings, equipment (i.e. computers, cell phones), staff training and travel, occupancy, purchasing of non-capital equipment.

b. Client stipends, incentives, direct supports or food purchases that are directly related to participation in approved Program activities.

c. Indirect rates calculated on any line item, with the exception of subcontracts.

4. Non-allowable costs under this Grant Agreement include, but are not limited to the following:

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

b. Overtime pay, unless express prior authorization has been obtained from DVS.

c. Out-of-state travel, unless express prior authorization has been obtained from DVS.

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

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

f. Indirect rates that exceed 10 percent or any federally approved indirect cost rate applicable to the Program, whichever is higher.

g. Indirect rates calculated on subcontracts.

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

i. Management, administrative or other costs that are already allocated to other contracts or that are not directly related to the provision of Program services or to serving Clients.

Section 4. ADDITIONAL GRANT AGREEMENT REQUIREMENTS Section 4.1 Grant Agreement Term This Grant Agreement shall commence upon its execution by the parties and end on June 30, 2019, unless otherwise amended, subject to (1) the Grantee’s satisfactory performance 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 six additional years through June 30, 2025, in increments determined by DVS and upon terms agreed to by the parties.

Section 4.2 Grant Officers

1. DVS authorizes Dianne Handrahan as Grant Officer, who shall be authorized and empowered to represent DVS 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.

2. The Grantee designates _______________________________________ to serve 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 4.3 Responsibility of the Grantee The Grantee is solely responsible for the professional quality, technical accuracy, and timely completion and delivery of all services furnished pursuant to this Grant Agreement. The Grantee shall, without additional compensation, correct or revise any errors, omissions, or other deficiencies in its deliverables and other services Section 4.4 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 DVS.

Section 4.5 Independent Contractor The Grantee, its employees, agents, and subcontractors shall act in an independent capacity and not as officers, agents, or employees of DVS or the Commonwealth of Massachusetts.

Section 4.6 Confidentiality

1. Statutory Requirements The Grantee and its employees and subcontractors must comply with all applicable state and federal regulatory, statutory, and other requirements, including, but not limited to those promulgated by the Massachusetts Executive Office of Health and Human Services, relating to confidentiality, privacy, and security, including those relating to any data received or created in connection with this Grant Agreement, that may be in effect upon execution of, or as may be effective during the course of, this Grant Agreement. DVS may require specific written assurance and further agreements regarding the security and privacy of personal information.

2. Permitted Use The Grantee must use any data, personal data, and any data derived or extracted from the personal data only for purposes directly related to the Grantee’s performance under this Grant Agreement.

The Grantee must not disclose or release any data or personal data to any person or entity other than to its authorized agents in the performance of Grant Agreement responsibilities hereunder, if any, or to the subject of the personal data, unless the Grantee seeks and obtains written authorization from DVS or the applicable owner of such data before the disclosure or release.

3. Data Security In addition to any other requirement in this Grant Agreement, the Commonwealth Standard Contract Terms and Conditions or the RFR related to data security, the Grantee shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of personal information (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. All such safeguards must meet. At a minimum, all applicable Commonwealth data security and information technology resource policies, procedures, processes and mechanisms, including those established for access to PI or systems containing PI. For purposes of the foregoing sentence, “Commonwealth data security and information technology resource policies, procedures, processes and mechanisms” shall include those established by Executive Order 504, the Massachusetts Office of Information Technology and EOHHS.

In the event the Grantee is granted direct access into any Commonwealth systems, databases, or other information technology resources, the Grantee shall comply with all security mechanisms and processes established for access to such databases, systems and information technology resources, as well as all Commonwealth security and information technology resource policies, processes, and mechanisms established for access to PI. The Grantee shall protect from inappropriate use or disclosure any password, user ID, or other mechanism or code permitting access to any Commonwealth system, database, or other information technology resource or any other system, database or information technology resource containing PI. The Grantee shall give DVS 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 DVS, or its designee, access to premises where PI is kept for the purpose of inspecting privacy and physical security arrangements implemented by Grantee to protect such data.

Upon request, the Grantee shall provide DVS with copies of all written policies, procedure, 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.

4. 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 DVS’ express written instructions. 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 subcontractors 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 PI, as applicable to maintain the confidentiality, security, integrity, and availability of such 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, 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.

5. 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 DVS, both orally and in writing, of such known or possible event and take all commercially reasonably 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. Such notice and other actions shall be in addition to any other notice or action that may be required in connection with such event under this Grant Agreement, the Commonwealth Standard Contract Terms and Conditions, a Supplemental Confidentiality Agreement, or applicable law or regulation (including, for example. Mass. Gen. Laws ch. 93H).

6. Notification of and Response to Legal Process The Grantee shall report to DVS, 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 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 DVS 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 DVS determines that it shall respond directly, the Grantee shall fully cooperate and assist DVS in its response.

7. Compliance by Grantee’s Representatives The Grantee shall ensure that each of its employees, agents, and subcontractors 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.

8. 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.

9. Custodian of Protected Information Within thirty (30) days of the effective date of this Grant Agreement, the Grantee shall provide DVS an accurate list of electronic and paper databases containing PI, together with a brief description of the various uses of the databases. The Grantee shall update such lists as necessary in accord with the addition or termination of such databases.

Section 4.7 Program Modifications and New Initiatives DVS 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 DVS, the goals of the program have been modified or altered in a way that necessitates such changes. In the event that the scope of work or portion thereof must be changed, DVS 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 DVS.

DVS 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 DVS or the Grant Agreement.

The parties shall negotiate in good faith to implement any such initiatives proposed by DVS. The Grantee’s responsibilities are subject to change due to implementation of such initiatives. DVS reserves the right to modify the Grant Agreement due to program modifications. In addition, the Grantee may request an opportunity to enter into negotiations with DVS over amendments to the Grant Agreement related to new initiatives or modified initiatives as described in this section. DVS may grant such a request in its sole discretion.

Any changes to the Grant Agreement under this section must be in writing and shall be subject to appropriate approvals.

Section 4.8 Intellectual Property Rights, Publications Regarding or Derived from this Grant Agreement, Use and Ownership of Data and Software

1. In conformance with the Commonwealth Terms and Conditions, on the date on which the Commonwealth pays Grantee for a deliverable created under this Grant Agreement, all of the Grantee’s right, title, and interest in all intellectual property developed, prepared, designed, or improved by the Grantee under the Grant Agreement solely for purposes of creating the deliverable shall pass to and vest in the Commonwealth, including all copyright, patent, trade secret, trademark, and other intellectual property rights created by Grantee in connection with such work (hereinafter the “Commonwealth Property”). Grantee hereby assigns to the Commonwealth, as of the date on which the Commonwealth reimburses Grantee for such deliverables, all intellectual property rights that it may now or hereafter possess in the Commonwealth Property related to such deliverable and all derivative works thereof. The Grantee also agrees to execute all documents and take all actions that may be necessary to confirm such rights. The Grantee acknowledges that there are currently and that there may be future rights that the Commonwealth may otherwise become entitled to with respect to Commonwealth Property that does not yet exist, as well as new uses, media, means and forms of exploitation, current or future technology yet to be developed, and that the Grantee specifically intends the foregoing ownership or rights by the Commonwealth to include all such now known or unknown uses, media and forms of exploitation.

1. In the performance of this Grant, the Grantee may develop material suitable for publication under copyright as reports, manuals, pamphlets, or other forms. As described in more detail above, to the extent such material is deliverable to DVS in the performance of this Grant, such material shall be deemed Work Product made for hire, and the Commonwealth shall exclusively own the copyright in such material. Other material derived from the Grantee’s performance of this Grant shall not be published or offered for publication through any medium of communication, including press release, without the prior approval of DVS. If the Grantee publishes a work dealing with its performance under this Grant Agreement, or the results and accomplishments attained in such performance, the Commonwealth shall have a non-exclusive, irrevocable, royalty-free license to reproduce, publish, or otherwise use and authorize others to use the publication. The Grantee shall not disseminate, reproduce, display, or publish any report, information, data, or other materials or documents produced in whole or in part pursuant to this Grant Agreement without the prior consent of DVS, nor shall any such report, information, data, or other materials or documents be the subject of an application for copyright by or on behalf of the Grantee without the prior written consent of DVS.

1. All finished or unfinished studies, analyses, flow charts, magnetic tapes, design documents, program specifications, programs, computer source codings and listings, test data, test results, schedules and planning documents, training materials and user manuals, forms, reports, and any other documentation and software, including modifications thereto, prepared, acquired, designed, improved or developed by the Grantee for delivery to the Commonwealth under this Grant Agreement shall be and remain the property of DVS .

1. The Grantee shall use DVS-owned or Commonwealth-owned data, materials, and documents, or data, materials, and documents acquired by the Grantee from DVS or the Commonwealth (including but not limited to personal data), before or after the termination or expiration of this Grant Agreement, only as required for the performance of this Grant Agreement. The Grantee further agrees to return all DVS-owned or Commonwealth-owned data, materials, and documents promptly, but in no event later than seven days upon DVS’s request, in whatever form it is maintained by the Grantee.

Section 4.9 No Third-party Enforcement This Grant Agreement shall be enforceable only by the parties, or officers or agencies of the Commonwealth authorized to act on behalf of DVS or its successors. Nothing in this Grant Agreement shall be deemed to confer benefits or rights to any other parties.

Section 4.10 Effect of Invalidity of Clauses If any clause or provision of this Grant Agreement is in conflict with any state or federal law or regulation, that clause or provision shall be null and void and any such invalidity shall not affect the validity of the remainder of this Grant Agreement.

Section 4.11 Authorizations This Grant Agreement is subject to all necessary state and federal approvals.

Section 4.12 Prohibited Activities and Conflict of Interest The Grantee certifies and agrees that it, its employees, affiliates, subcontractors, consultants, and those who have a contract with the Grantee shall:

1. Not have any interest that conflicts with the performance of services under the Grant Agreement for the duration of the Grant Agreement. The Grantee shall inform DVS of any potential conflict of interest, in any degree, arising during the term of this Grant Agreement; and

1. Not have been debarred by any federal agency, excluded from participation in a program under Titles XVIII, XIX, or XXI of the Social Security Act, or subjected to a civil money penalty under the Social Security Act.

Section 4.13 Compliance with Laws

1. The Grantee shall comply with all applicable statutes, orders, and regulations promulgated by any federal, state, municipal, or other governmental authority relating to its property or its operations under the terms of this Grant Agreement. DVS may unilaterally amend this Grant Agreement in order to ensure compliance with such laws and regulations.

1. The Grantee shall promptly execute and comply with any amendment to this Grant Agreement that DVS determines is necessary to ensure compliance with all applicable statutes, orders, and regulations promulgated by any federal, state, municipal, or other governmental authority.

Section 4.14 Amendments The parties may amend this Grant Agreement where such amendment does not violate state or federal statutory, regulatory, or waiver provisions, provided such amendment is in writing, signed by both parties, and attached hereto. The parties agree to negotiate in good faith to cure any omissions, ambiguities, or manifest errors herein.

Section 4.15 Counterparts This Grant Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Section 4.16 Section Headings The headings of the sections of this Grant Agreement are for convenience only and shall not affect the construction hereof.

Section 4.17 Waiver DVS’ exercise or non-exercise of any authority under this Grant Agreement including, but not limited to, review and approval of materials submitted in relation to the Grant Agreement, shall not relieve the Grantee of any obligations set forth herein, nor be construed as a waiver of any of the Grantee’s obligations or as acceptance by DVS of any unsatisfactory practices or breaches by the Grantee.

Section 4.18 Record Keeping, Quality Review, Audit, and Inspection of Records

1. The Grantee shall maintain all books, records and other compilations of data pertaining to the performance of the provisions and requirements of the Grant Agreement, as determined by DVS, to the extent and in such detail as shall properly substantiate claims for payment under the Grant Agreement and in accordance with the requirements in Section 7 of the Commonwealth Terms and Conditions. Specifically, the Grantee shall:

a. Maintain all pertinent records in a cost-effective and easily retrievable format;

b. Take all reasonable and necessary steps to protect the physical security of personal data or other data and materials used by the Grantee. The protection of physical security shall mean prevention of unauthorized access, dissemination, misuse, reproduction, removal or damage to data or materials used by or in the possession of the Grantee; and

c. Immediately notify DVS both orally and in writing if the Grantee has any reason to believe that any data applicable to the Grant Agreement have been improperly accessed, disseminated, misused, copied, or removed.

1. DVS, the Secretary of the Executive Office of Health and Human Services, the Governor, the Secretary of Administration and Finance, the Comptroller, the State Auditor, the Attorney General, or any of their duly authorized representatives or designees, or any other state or federal oversight agency shall the have the right at reasonable times and upon reasonable notice to:

a. Examine and copy books, records, and other compilations of data pertaining the performance of this Grant;

b. Evaluate through inspection or other means the quality, appropriateness, and timeliness of the Grantee’s performance under the Grant Agreement; and

c. Inspect and audit the financial records of the Grantee and its subcontractors related to the performance of this Grant Agreement.

Section 4.19 Requirements for Subcontractors In addition to the provisions of Section 9 of the Commonwealth Terms and Conditions, the following provisions shall apply to all subcontracts:

1. The Grantee may hire subcontractors in performing its requirements of this Grant Agreement subject to DVS’ approval.

1. The Grantee shall maintain all subcontracts relating to this Grant Agreement.

1. All subcontractors are subject to DVS’ approval, which may include reviewing all documents or contracts or processes related to the proposed subcontracting. DVS shall be entitled to meet with and interview each proposed subcontractor, and/or requiring resumes of the proposed subcontractor’s key personnel.

1. All such subcontracts must contain all relevant provisions of this Grant Agreement and the Commonwealth Terms and Conditions appropriate to the service or activity to be provided by the subcontractor and all terms of such subcontracts must be consistent with all terms and conditions of this Grant Agreement.

1. The Grantee must obligate in writing all such subcontractors to comply with all data privacy and data security provisions, including any obligations that the Grantee undertakes under any confidentiality agreements pertaining to personal data or protected health information as may be required under state or federal law or as set forth in this Grant Agreement.

1. The Grantee shall require that any such subcontractors that have access to PI or to systems containing PI or through which PI may be accessed sign written certification containing all applicable data security obligations as required by Executive Order 504. Upon DVS’ request, the Grantee shall provide EOHHS with a listing of its subcontractors who have such access and copies of these certifications.

1. The Grantee is fully responsible for any subcontractor’s performance and for meeting all terms and requirements of this Grant Agreement. The Grantee shall not be relieved of any legal obligation under this Grant Agreement, regardless of whether the Grantee enters into subcontracting agreements for performance of any responsibility or obligation set forth in this Grant Agreement.

Section 4.20 Entire Agreement This Grant Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof including all Attachments and Appendices hereto, and supersedes all prior agreements, representations, negotiations, and undertakings not set forth or incorporated herein. The terms of this Grant Agreement shall prevail notwithstanding any variances with the terms and conditions of any written or verbal communication subsequently occurring, except as otherwise provided herein.

Section 4.21 Administrative Procedures Not Covered Administrative procedures not provided for in this Grant Agreement shall be set forth where necessary in separate memoranda from time to time.

Section 4.22 Remedies for Poor Performance DVS may seek remedies for poor performance on the part of the Grantee under this Grant Agreement. If the Grantee fails to perform in a manner that is satisfactory to DVS, DVS may exercise any legal or equitable remedy and/or take addition action including, but not limited to the following:

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

1. Suspend or recover payments from the Grantee; or

1. Terminate this Grant Agreement, with or without cause, as DVS determines appropriate.

Section 4.23 Termination DVS may terminate this Grant Agreement immediately and without prior written notice upon any of the following events:

1. If DVS determine, in their sole discretion, that the Grantee has materially breached any of its obligations under this Grant Agreement or fails to complete obligations under this Grant Agreement to DVS’ satisfaction. Prior to terminating this Grant Agreement as permitted above, DVS in its sole discretion may provide an opportunity for the Grantee to cure or end the breach. If such an opportunity is provided, but cure is not feasible, or the Grantee fails to cure the breach or end the violation within a time period set by DVS, DVS may terminate the Grant Agreement immediately upon written notice; or

2. Cessation in whole or in part of state funding for the project or changes in applicable state or federal law or policy considerations that makes termination of the Grant Agreement necessary or advisable.

Section 4.24 Fraud

1. The Grantee shall notify DVS in writing within ten (10) calendar days if it or, where applicable, any of its subcontractors receive or identify any information that gives them reason to suspect that a client, the Grantee or a subcontractor has engaged in fraud as defined under 42 CFR 455.2 or other applicable law. In the event of suspected fraud, no further contact shall be initiated with such client or Grantee on that specific matter without DVS’ approval.

1. The Grantee and, where applicable, its subcontractors shall cooperate, as reasonably requested in writing, with the Office of the Attorney General, the Office of the State Auditor, the office of the Commonwealth’s Inspector General, and/or other applicable enforcement agency. Such cooperation shall include, but not be limited to, providing at no charge, prompt access and copies of any documents and other available information determined necessary by such agencies to carry out their responsibilities regarding fraud and abuse, maintaining the confidentiality of any such investigations, and making knowledgeable staff available at no charge to support any investigation, court, or administrative proceeding.

Section 4.25 Restrictions of Use of the Commonwealth Seal Grantees are prohibited from displaying the Commonwealth of Massachusetts Seal in their bid package or subsequent marketing materials Section 4.26 Order of Precedence The Grant Application and Grantee’s Response to the Grant Application specified below are incorporated by reference into this Grant Agreement. Any ambiguity or inconsistency between these documents shall be resolved by applying the following order of precedence:

1. This Grant Agreement, including any amendments hereto;

1. The Grant Application for the Invisible Wounds of War Training initiative issued by DVS on May 10, 2018 and

1. The Grantee’s Response to the Grant Application.

Section 4.27 Notices Notices to the parties as to any matter hereunder shall be sufficient if given in writing and sent by certified mail (return receipt requested), postage prepaid, or delivered in hand or by an overnight delivery service with acknowledgment of receipt:

To DVS:

Dianne Handrahan Chief Fiscal Officer Department of Veterans’ Services 600 Washington Street, 7th Floor Boston, MA 02111

To the Grantee:

[TBD]

With copies to:

[TBD]

Section 4.28 Indemnification

Grantee expressly agrees to indemnify, defend and hold harmless DVS and the Commonwealth of Massachusetts, their officials, agents, agencies, attorneys, and employees against any judgment, decision, claim, suit, demand, or action made by third parties arising out of Grantee’s and/or any subcontractor’s acts and/or omissions in carrying out any obligation under this Grant Agreement including, but not limited to, the responsibility for reimbursing DVS and/or the Commonwealth of Massachusetts its attorney’s fees and costs of litigation.

Section 4.29 Attorney’s Fees

In the event that DVS and/or any agency of the Commonwealth of Massachusetts brings any action (legal and equitable) against Grantee arising out of Grantee’s breach of this Grant Agreement then Grantee shall reimburse DVS and/or the Commonwealth of Massachusetts for its attorney’s fees and litigation costs.

Section 4.30 Drafting Participation

DVS and Grantee expressly agree that they participated equally in the drafting of this Grant Agreement and therefore any ambiguity later found in it shall not be construed in favor of one party and against the other based upon authorship.

IWWTI Grant Agreement 18