Leadership Staffing MA RFR Attachment B Model Contract.doc

ATTACHMENT B

MODEL DEPARTMENTAL MASTER AGREEMENT (CONTRACT)

BETWEEN

THE COMMONWEALTH OF MASSACHUSETTS

EXECUTIVE OFFICE OF HEALTH AND HUMAN SERVICES

AND

[QUALIFIED VENDOR]

FOR

LEADERSHIP STAFFING SERVICES

This Contract is by and between the Commonwealth of Massachusetts Executive Office of Health and Human Services with its principal office at 1 Ashburton Place, 11th floor, Boston MA 02108 (“EOHHS”) and ____________________________ with its principal office at ______________________________ (“Qualified Vendor” or “Contractor”).

WHEREAS, EOHHS issued a Request for Responses (“RFR”) regarding Leadership Staffing Services dated [TBD], to which Contractor responded on or before [DATE], 2022;

WHEREAS, EOHHS has determined that Contractor is qualified to provide [Leadership Search Services] [and/or] [Interim Leadership Services] to EOHHS; and

WHEREAS, Contractor is willing to perform its duties as set forth in this Contract, subject to the terms and conditions herein;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Contractor and EOHHS agree that the documents listed below in order of precedence herein shall constitute the entire agreement between the parties:

(1) The Commonwealth’s of Massachusetts Standard Contract Form;

(2) The Commonwealth Terms & Conditions;

(3) This Contract, including all Amendments, Attachments, and Appendices hereto;

(4) The RFR;

(5) Contractor’s response to the RFR exclusive of any terms that are inconsistent with the documents listed herein or that purport to modify or supersede the Massachusetts Standard Contract Form, the Commonwealth Terms and Conditions, or the mandatory terms of the RFR; and

(6) Any Statement of Work which EOHHS executes with Contractor.

I. DEFINITIONS

See Section 1 of the RFR.

II. OVERVIEW OF LEADERSHIP STAFFING SERVICES MASTER AGREEMENT PROCESS

By executing this Master Agreement (“Contract”), Contractor becomes part of a pool of qualified vendors from which EOHHS may select a particular vendor to perform Leadership Staffing Services as described in Section 4 of the RFR and as the need arises.

Description of Services: Contractor has been qualified to provide the Leadership Staffing Services described in Attachment(s) [1 and/or 2] to this Contract:

[Attachment 1 - Leadership Search Services (Category 1)] [Attachment 2 - Interim Leadership Services (Category 2)] EOHHS will request services and enter into Statements of Work in accordance with Section 5 of the RFR. Execution of this Contract is no guarantee the Contractor will be awarded a Statement of Work to provide the above-referenced Leadership Staffing Services under this Contract.

In addition, EOHHS may at any time determine, in its sole discretion, the Contractor is no longer qualified to be a Contractor. If EOHHS determines, in its sole discretion, the Contractor is no longer qualified to be a Contractor, EOHHS may terminate this Contract in accordance with Section IX (24) below. EOHHS may also, in its sole discretion, terminate the Contract of an underutilized Contractor or decline to renew that Contractor’s Contract at any Contract renewal time.

III. CONTRACTOR RESPONSIBILITIES

1. In providing staffing services under this contract, Contractor shall:

A. Maintain current organizational and contact information with EOHHS (see Section 8.16 of the RFR);

B. Submit any periodic updates or verifications of qualifications as requested by EOHHS; and

C. Perform the specific Statements of Work for which they are selected and agree to, at the agreed-upon rate(s) set forth in the Statement of Work and in accordance with all other payment provisions set forth in the Statement of Work and this Contract.

2. In performing under a Statement of Work, the Contractor shall:

A. Provide services in the manner and according to the timetables established in the Statement of Work;

B. Submit required invoices and supporting documentation (such as timesheets, receipts, etc.), detailing specific services performed;

C. Participate in regularly scheduled meetings with EOHHS to discuss progress of and any potential problems with Statement of Work responsibilities; and D. Comply with any additional requirements that may be specified in the Statement of Work.

IV. EOHHS RESPONSIBILITIES

1. EOHHS, in requesting specific staffing services under this Contract, shall:

a. As the need arises, issue notices for [Leadership Search and/or Interim Leadership Services] Staffing Services as described in Sections 4 and 5 of the RFR. A notice template is attached hereto (see Att. 1-A and/or 1-B); however, EOHHS may modify the notice as needed;

b. Provide the selected Contractor(s) with all information (including job descriptions) required to support the scope of the Statement of Work;

c. If proposals are found acceptable, select one or more Contractors to complete each staffing service and execute a Statement of Work with the selected Contractor(s) prior to its commencing work;

d. Provide each Contractor with complete instructions for billing; and

e. Upon receiving a documented invoice, compensate the Contractor via electronic funds transfer, in accordance with the Contract.

V. RATES

1. Contractor will quote rates in response to EOHHS requests for services consistent and not in excess of the Contractor’s Rate Card attached hereto (see Att. 1-B and/or 2-B)(the “Rate Card”).

2. EOHHS will pay Contractor in accordance with the agreed upon rate confirmed in the RFR, the Contract, including the Commonwealth Terms and Conditions, and the rate agreed upon in the Statement of Work. In EOHHS’ sole discretion, it may offer rates in excess of the Rate Card to meet a unique or emergency need.

3. Rates for each Leadership Staffing Service will be confirmed through a Statement of Work, prior to commencing services. All rates must be confirmed by EOHHS and the Contractor and shall be set forth in each Statement of Work signed or confirmed in writing by both parties.

VI. PAYMENT; INVOICE REQUIREMENTS

1. Contractor will submit invoices on a biweekly or monthly schedule, or as otherwise instructed by EOHHS.

2. Invoices must meet the requirements for [Category 1 and/or Category 2] services, as set forth in [Attachments 1 or 2], as applicable.

VII. LIABILITY COVERAGE REQUIREMENTS

[Minimum liability coverage requirements as set forth in RFR Section 3.3, and any additional insurance provisions provided in Contractor’s RFR response will be incorporated into the Contract.]

VIII. DURATION OF CONTRACT AND POTENTIAL STATEMENTS OF WORK

All Contracts that result from the RFR, regardless of their start date, shall expire on December 31, 2025, unless terminated earlier in accordance with the Commonwealth Terms and Conditions and the Massachusetts Standard Contract Form. Notwithstanding the foregoing, any or all Contracts may be extended for up to three additional years in any increment at the discretion of EOHHS upon terms to be negotiated by the parties.

EOHHS may also terminate the Contract with any Contractor in accordance with Section IX below, including if EOHHS determines the Contractor is no longer qualified to be on the Contractor list.

EOHHS may, in its discretion, enter into Statements of Work with a duration that exceeds the termination or expiration of this Contract; provided, however, that the duration of such Statement of Work shall not extend more than one year beyond the termination or expiration of this Contract. No new Statements of Work may be executed after the Contract has expired. Further, if this Contract terminates before the completion of a Statement of Work entered into under the Contract prior to the Contract’s expiration, and EOHHS procures a contract that succeeds this Contract (the “New MA”), and the Contractor is on the New MA Contractor list, EOHHS may, at its sole discretion and subject to applicable State law and regulation, enter into a new Statement of Work with the Contractor under the New MA to complete the tasks described in such Statement of Work.

EOHHS may reopen the RFR, at EOHHS’s discretion, to allow additional respondents to apply to become Contractors under the open procurement process described in Section 7.7 of the RFR.

IX. ADDITIONAL TERMS AND CONDITIONS

1. Notification of Administrative Change

The Contractor shall notify EOHHS in writing no later than 30 days prior to any change affecting its organization, or its performance of Contract or Statement of Work responsibilities, but if a change in business structure is contemplated, the Contractor shall provide a minimum of three months’ written notice to EOHHS.

2. Assignment

The Contractor shall not assign or transfer any right or interest in this Contract or any Statement of Work to any successor entity or other entity without the prior written consent of EOHHS.

3. Independent Contractors

The Contractor, its employees, subcontractors, and any other of its agents in the performance of this Contract and any Statement of Work, shall act in an independent capacity and not as officers or employees of EOHHS or the Commonwealth of Massachusetts.

4. Subcontracting

All subcontractors and subcontracts are subject to EOHHS approval. The Contractor may hire subcontractors to perform requirements of this Contract or any Statement of Work only with EOHHS’s prior approval. The Contractor shall maintain in writing all subcontracts relating to this Contract and any Statement of Work. All such subcontracts must contain all relevant provisions of this Contract and any Statement of Work, the RFR and Commonwealth Terms and Conditions appropriate to the subcontracted service or activity. The Contractor must obligate in writing all such subcontractors to comply with all data privacy and data security provisions, including any obligations that the Contractor undertakes under any HIPAA Business Associate Agreement. The Contractor is fully responsible for the satisfactory performance and adequate oversight of its subcontractors and for meeting all terms and requirements of this Contract and any Statement of Work regardless of whether the Contractor subcontracts for performance of any Statement of Work responsibility. Human and social service subcontractors are also required to meet the same state and federal financial and program reporting requirements and are held to the same reimbursable cost standards as contractors.

5. Ownership of Furnishings and Equipment

Unless otherwise provided by law or a federal grant award, title to all furnishings and equipment provided by EOHHS under the terms of this Contract and paid for with public funds shall vest in and be retained by EOHHS. Any Contractor who is in possession of furnishings or equipment to which EOHHS has title shall maintain and keep on file a written inventory of all such property. The inventory shall contain but not be limited to the description and location of each item. Upon completion of performance hereunder, the Contractor shall retain such furnishings and equipment in its possession in the same condition as at the commencement of this Contract, wear and tear only excepted, until such time as EOHHS requests that such furnishings and equipment be returned to EOHHS.

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

7. Prohibited Activities and Conflict of Interest

The Contractor shall not have any interest that will conflict with the performance of services under the Contract or any Statement of Work or that may be otherwise anti-competitive, as determined by EOHHS, for the duration of the Contract. Contractor shall inform EOHHS of any potential conflict of interest, in any degree, arising during the term of this Contract or arising from performance of any Statement of Work for which it competes or is selected under the Contract. A conflict of interest includes, but is not limited to, any activity performed by the Contractor for any entity under contract to EOHHS, including providers, pharmaceutical companies or benefit managers, managed care entities, and national health care providers.

Any person who is an owner, employee, or consultant of the Contractor, or has a contract with the Contractor shall not have been excluded from participation in the program under Titles XVIII, XIX, or XXI of the Social Security Act, nor have been debarred by any federal agency or subject to a civil money penalty under the Social Security Act.

8. Confidentiality and Privacy

The Contractor shall comply with all data privacy and security provisions set forth in Attachment 3 to this model contract.

9. Compliance with Laws

A. The Contractor 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 Contract. EOHHS may unilaterally amend this agreement in order to ensure compliance with such laws and regulations.

B. The Contractor shall promptly execute and comply with any amendment to this Contract that EOHHS determines is necessary to ensure compliance with all applicable federal and state statues and regulations and any federal waivers.

10. Anti-Boycott Covenant

During the time this Contract is in effect, neither the Contractor nor any affiliated company, as hereafter defined, shall participate in or cooperate with an international boycott, as defined in Section 999(b)(3) and (4) of the Internal Revenue Code of 1954, as amended, or engage in conduct declared to be unlawful by M.G.L. c. 151E, §2. Without limiting such other rights as it may have, EOHHS shall be entitled to rescind this Contract in the event of noncompliance with this section. As used herein, an affiliated company shall be any business entity directly or indirectly owning at least 51 percent of the ownership interests of the Contractor.

11. Entire Agreement

The documents listed below in order of precedence herein shall constitute the entire agreement between the parties and supersedes all prior agreements, representations, negotiations, and undertakings not set forth or incorporated herein:

a. The Commonwealth of Massachusetts Standard Contract Form;

b. The Commonwealth Terms & Conditions;

c. This Contract, including all Amendments, Attachments, and Appendices hereto;

d. The RFR;

e. Contractor’s response to the RFR exclusive of any terms that are inconsistent with the documents listed herein or that purport to modify or supersede the Massachusetts Standard Contract Form, the Commonwealth Terms and Conditions, or the mandatory terms of the RFR; and

f. Any Statement of Work which EOHHS executes with Contractor.

The terms of this Contract shall prevail notwithstanding any variances with the terms and conditions of any written or verbal communication subsequently occurring, except as otherwise provided herein.

12. No Third-Party Enforcement No person not executing this Contract or any Statement of Work shall be entitled to enforce this Contract or any Statement of Work against a party hereto regarding such party’s obligations under this Contract or any Statement of Work.

13. Effect of Invalidity of Clauses

If any clause or provision of this Contract or any Statement of Work 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 Contract or any Statement of Work.

14. Deliverables and Intellectual Property Rights The term Property as used herein includes the following forms of property: (1) confidential, proprietary, and trade secret information; (2) trademarks, trade names, discoveries, inventions processes, methods and improvements, whether or not patentable or subject to copyright protection and whether or not reduced to tangible form or reduced to practice; and (3) works of authorship, including such forms of property are required by the Contractor to develop, test, and install systems and any related Deliverables that may consist of computer programs (in object and source code form), scripts, data, documentation, the audio, visual and audiovisual content related to the layout and graphic presentation of systems and any related Deliverables, text, photographs, video, pictures, animation, sound recordings, training materials, images, techniques, methods, algorithms, program images, text visible on the Internet, HTML code and images, illustrations, graphics, pages, storyboards, writings, drawings, sketches, models, samples, data, other technical or business information, reports, and other works of authorship fixed in any tangible medium.

15. Contractor Property and License

The Contractor will retain all right, title and interest in and to all Property developed by it, i) for clients other than the Commonwealth, and ii) for internal purposes and not yet delivered to any client, including all copyright, patent, trade secret, trademark and other intellectual property rights created by the Contractor in connection with such work (hereinafter the “Contractor Property”). EOHHS acknowledges that its possession, installation or use of the Contractor Property will not transfer to it any title to such property. “Contractor Property” also includes Contractors’ proprietary tools, methodologies and materials developed prior to the performance of Services and used by Contractor in the performance of its business and specifically set forth in this Contract and which do not contain, and are not derived from, EOHHS’s Confidential Information, EOHHS’s Property or any data provided to or received by Contractor from or on behalf of EOHHS in furtherance of the Services (the “Commonwealth Data”).

EOHHS acknowledges that the Contractor Property contains or constitutes commercially valuable and proprietary trade secrets of the Contractor, the development of which involved the expenditure of substantial time and money and the use of skilled development experts. EOHHS acknowledges that the Contractor Property is being disclosed to EOHHS to be used only as expressly permitted under the terms herein. Except as expressly authorized in herein, EOHHS will not copy, modify, distribute, or transfer by any means, display, sublicense, rent, reverse engineer, decompile or disassemble the Contractor Property.

The Contractor grants to EOHHS, a fully-paid, royalty-free, non-exclusive, non-transferable, worldwide, irrevocable, perpetual, assignable license to make, have made, use, reproduce, distribute, modify, publicly display, publicly perform, digitally perform, transmit, copy, sublicense to any EOHHS subcontractor for purposes of creating, implementing, maintaining or enhancing a Deliverable, and create derivative works based upon the Contractor Property, in any media now known or hereafter known, to the extent the same are embodied in the Deliverables, or otherwise required to exploit the Deliverables. During the term of this Contract and immediately upon any expiration or termination thereof for any reason, the Contractor will provide to EOHHS the most current copies of any Contractor Property to which EOHHS has rights pursuant to the foregoing, including any related documentation.

Notwithstanding anything contained herein to the contrary, and notwithstanding EOHHS’ use of the Contractor Property under the license created herein, the Contractor shall have all the rights and incidents of ownership with respect to the Contractor Property, including the right to use such property for any purpose whatsoever and to grant licenses in the same to third parties. Contractor shall not encumber or otherwise transfer any rights that would preclude a free and clear license grant to the Commonwealth.

16. Commonwealth Property

In conformance with the Commonwealth’s Standard Terms and Conditions, all Deliverables created under this Contract whether made by the Contractor, subcontractor or both are the property of EOHHS, except for the Contractor Property embodied in the Deliverable. The Contractor irrevocably and unconditionally sells, transfers, and assigns to EOHHS or its designee(s), the entire right, title, and interest in and to all intellectual property rights that it may now or hereafter possess in said Deliverables, except for the Contractor Property embodied in the Deliverables, and all derivative works thereof. This sale, transfer and assignment shall be effective immediately upon creation of each Deliverable and shall include all copyright, patent, trade secret, trademark and other intellectual property rights created by the Contractor or the Contractor’s subcontractor in connection with such work (hereinafter the "Commonwealth Property"). “Commonwealth Property” shall also include the specifications, instructions, designs, information, and/or materials, proprietary tools and methodologies including, but not limited to software and hardware, owned, licensed or leased by EOHHS and which is provided by EOHHS to Contractor or of which Contractor otherwise becomes aware as well as Contractor’s Confidential Information, the Commonwealth Data and EOHHS’s intellectual property and other information relating to its internal operations. The Commonwealth retains all right, title and interest in and to the Commonwealth Property and to all derivative works of Commonwealth Property.

All copyrightable material contained within a Deliverable and created under this Contract are works made for hire. The Contractor bears the burden to prove that a work within a Deliverable was not created under this Contract. If work is determined to not be made for hire or that designation is not sufficient to secure rights, to the fullest extent allowable and for the full term of protection otherwise accorded to the Contractor under such law, the Contractor shall and hereby irrevocably does, assign and transfer to EOHHS free from all liens and other encumbrances or restrictions, all right, title and interest the Contractor may have or come to have in and to such Deliverable. The Contractor HEREBY WAIVES IN FAVOR OF EOHHS (AND SHALL CAUSE ITS PERSONNEL TO WAIVE IN FAVOR OF CLIENT IN WRITING SIGNED BY SUCH PERSONNEL) ANY AND ALL ARTIST’S OR MORAL RIGHTS (INCLUDING, WITHOUT LIMITATION, ALL RIGHTS OF INTEGRITY AND ATTRIBUTION) IT MAY HAVE PURSUANT TO ANY STATE OR FEDERAL LAWS OF THE UNITED STATES IN RESPECT TO ANY DELIVERABLE AND ALL SIMILAR RIGHTS UNDER THE LAWS OF ALL OTHER APPLICABLE JURISDICTIONS.

The Contractor agrees to execute all documents and take all actions that may be reasonably requested by EOHHS to evidence the transfer of ownership of or license to intellectual property rights described in this Section, including providing any code used exclusively to develop such Deliverables for EOHHS and the documentation for such code. The Contractor 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 Contractor specifically intends the foregoing ownership or rights by the Commonwealth to include all such now known or unknown uses, media, and forms of exploitation.

EOHHS hereby grants to the Contractor a nonexclusive, revocable license to use, copy, modify and prepare derivative works of Commonwealth Property only during the term of this Contract and only for the purpose of performing services and developing Deliverables for EOHHS under this Contract. Contractor agrees that it will not: (a) permit any third party to use Commonwealth Property; (b) sell, rent, license or otherwise use the Commonwealth Property in the operation of a service bureau, or for any purpose other than as expressly authorized under this Contract; or (c) allow or cause any information accessed or made available through use of the Commonwealth Property to be published, redistributed or retransmitted or used for any purpose other than as expressly authorized under this Contract. Contractor agrees not to, modify the Commonwealth Property in any way, enhance or otherwise create derivative works based upon the Commonwealth Property or reverse engineer, decompile, or otherwise attempt to secure the source code for all or any part of the Commonwealth Property, without EOHHS’s express prior consent. EOHHS reserves the right to modify or eliminate any portion of the Commonwealth Property in any way at any time. EOHHS may terminate use of the Commonwealth Property by Contractor immediately and without prior notice in the event of the failure of such person to comply with the security or confidentiality obligations hereunder. Because of the nature of computer information technology, including but not limited to the use of the internet, and the necessity of relying upon third party technology contractors, the Commonwealth Property is provided “AS IS” and EOHHS FOR ITSELF, ITS AGENCIES AND ANY RELEVANT AUTHORIZED USERS EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES CONCERNING THE COMMONWEATH PROPERTY, COMMONWEALTH DATA OR ANY THIRD PARTY CONTENT TO BE PROVIDED HEREUNDER, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR QUALITY OF SERVICES.

17. Third-party Intellectual Property

If the Deliverables contain or will contain any third-party intellectual property to which the Contractor intends to provide a sublicense, the Contractor must provide copies of all such sublicense agreements as early in the process as possible. The sublicense agreements must be included in the Contractor’s initial quotation to EOHHS, or, if the requirement to utilize sublicensed intellectual property is not known at the outset of the project, as soon as the requirement becomes known. Sublicenses to third-party intellectual property can ONLY be provided if they are provided at no charge to the Commonwealth.

18. Federal License Rights The Federal government reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use for Federal government purposes, any Deliverables, modifications, and related documentation designed, developed, or installed with federal financial participation (as determined by the records of EOHHS, which shall be binding except in the event of manifest error) that are developed as part of this services under this Contract.

19. Contractor’s Financial Condition and Corporate Structure As a condition of the Contract, the Contractor shall, at the request of EOHHS, provide EOHHS with documentation relating to organizational structure, financial structure and solvency, including but not limited to the following: the name(s) and address(es) of the (1) Contractor’s parent organizations, (2) parents of such parent organizations, (3) Contractor’s subsidiary organizations, and (4) subsidiaries of any organizations listed in (1), (2), or (3) herein; and the names and occupations of the members of the Board of Directors of the organizations listed in (1)-(4) herein.

20. EOHHS’s Option to Modify Scope of Work

EOHHS shall have the option at its sole discretion to modify, increase, reduce or terminate any activity related to this Contract or any Statement of Work whenever, in the judgment of EOHHS, the goals of the project have been modified or altered in any way that necessitates such changes. EOHHS additionally reserves the right, at its sole discretion and at any time after release of the RFR and during the Contract term, to amend the Contract and any Statement of Work 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 Contract. The parties shall negotiate in good faith to implement any such initiatives proposed by EOHHS. The Contractor’s responsibilities are subject to change due to implementation of such initiatives.

In the event of the reduction of the scope of work for any Statement of Work or portion thereof, EOHHS will provide written notice to the Contractor. In the event of a change in the scope of work of any tasks or portions thereof, EOHHS will initiate negotiations with the Contractor. EOHHS reserves the right to amend a Statement of Work accordingly, including payments under or maximum obligation of the Statement of Work.

Contract Expansion: If additional funds become available during the Contract duration period, the department reserves the right to increase the maximum obligation to some or all Contracts executed as a result of this RFR or to execute contracts with Contractors not funded in the initial selection process, subject to available funding, satisfactory Contract performance and service or commodity need.

Any changes under this section shall be subject to the appropriate approvals.

21. Remedies for Poor Performance

EOHHS may seek remedies for poor performance on the part of the Contractor under this Contract. If the Contractor fails to perform in a manner that is satisfactory to EOHHS, EOHHS may take one or more of the following actions:

1. Require the Contractor to develop and submit a corrective action plan for EOHHS’s review and approval;

2. Suspend or recover payments from the Contractor; or

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

The Statement of Works issued under this Contract may also contain terms and conditions specifying remedies that EOHHS may seek for poor performance on the part of the Contractor.

22. Corrective Action Plan

At any point during the term of this Contract, if EOHHS identifies, in its sole judgment, any deficiency in the Contractor’s performance under this Contract or any Statement of Work, EOHHS may require the Contractor to develop a corrective action plan to correct such deficiency. The Contractor shall submit any such corrective action plan to EOHHS and shall within three days of the request, implement such corrective action plan only as approved or modified by EOHHS. EOHHS may also initiate a corrective action plan for the Contractor to implement. The Contractor shall promptly and diligently implement any EOHHS-initiated corrective action plan. Failure to implement the corrective action plan may subject the Contractor to termination of the Contract by EOHHS. Under any corrective action plan, EOHHS may require the Contractor to (1) subcontract with a material subcontractor deemed satisfactory by EOHHS to perform any Contract or Statement of Work responsibilities, (2) otherwise alter the manner or method in which the Contractor performs any Contract or Statement of Work responsibilities, and (3) implement any other action that EOHHS may deem appropriate.

23. Cover

EOHHS may provide or procure the services reasonably necessary to cure any default by the Contractor if, in EOHHS’s reasonable judgment: 1) the Contractor’s default is not so substantial as to require Contract termination; 2) reasonable efforts to induce the Contractor to cure are unavailing; and 3) the default can be covered by EOHHS or another resource without unduly interfering with the Contractor’s continued performance. If EOHHS finds it necessary to cover the default under these circumstances, the Contractor shall reimburse EOHHS for the reasonable cost of cover.

24. Termination

1. Termination Without Prior Notice

EOHHS may terminate this Contract immediately and without prior written notice upon any of the following events:

a. If EOHHS determines, in its sole discretion, that the Contractor has materially breached any of its obligations under this Contract or fails to complete obligations under this Contract to EOHHS’s satisfaction;

b. If EOHHS determines, in its sole discretion, that the Contractor no longer is qualified to be a Contractor;

c. If EOHHS determines, in its sole discretion, that EOHHS underutilizes the Contractor under the Contract; or

d. Without cause and without penalty.

Prior to terminating this Contract as permitted in subsection a) above, EOHHS in its sole discretion, may provide an opportunity for the Contractor to cure or end any breach. If such an opportunity is provided, but cure is not feasible, or the Contractor fails to cure the breach or end the violation within a time period set by EOHHS, EOHHS may terminate the Contract immediately upon written notice.

2. Termination with Prior Notice

EOHHS may terminate the Contract after written notice thereof to the Contractor in the event that the Contractor fails to accept payment terms offered by EOHHS.

25. Suspected Fraud

The Contractor shall notify EOHHS in writing within 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 MassHealth provider or member has engaged in fraud as defined under 42 CFR 455.2. In the event of suspected fraud, no further contact shall be initiated with the Provider or Member on that specific matter without EOHHS’s approval.

The Contractor and, where applicable, its subcontractors shall cooperate fully with the Office of the Attorney General’s Medicaid Fraud Division (MFD) and the Office of the State Auditor’s Bureau of Special Investigations (BSI). Such cooperation shall include, but not be limited to, providing, at no charge, prompt access to and copies of any documents and other available information determined necessary by such agencies to carry out their responsibilities regarding Medicaid 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.

26. Quality Review

EOHHS, or its designee, may evaluate, through inspection or other means, the quality, appropriateness, and timeliness of services performed under the Contract.

27. Counterparts

This Contract may be executed simultaneously in two or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument.

28. Section Headings

The headings of the sections of this Contract are for convenience only and will not affect the construction hereof.

29. Administrative Procedures Not Covered

Administrative procedures not provided for in this Contract will be set forth where necessary in separate memoranda from time to time.

30. Authorizations

This Contract is subject to all necessary federal and state approvals, including but not limited to the Office of the Comptroller, and, where applicable, the Massachusetts Office of the Attorney General.

31. Amendments

The parties agree to negotiate in good faith to cure any omissions, ambiguities, or manifest errors herein. By mutual agreement, the parties may amend this Contract where such amendment does not violate state or federal statutory, regulatory, or waiver provisions, provided that such amendment is in writing, signed by both parties, and attached hereto.

32. Record Retention The Contractor is responsible for maintaining all Contract financial and programmatic records specified by EOHHS in accordance with the requirements of Section 7 of the Commonwealth Terms and Conditions. Specifically, the Contractor shall:

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

2. Maintain an off-site storage facility for EOHHS-specified records that is outside of the disaster range of the Contractor’s principal place of business and the meets recognized industry standards for physical and environmental security.

3. Take all reasonable and necessary steps to protect the physical security of personal data or other data and materials used by the Contractor. 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 Contractor.

4. Immediately notify EOHHS both orally and in writing if the Contractor has any reason to believe that any data applicable to the Contract have been improperly accessed, disseminated, misused, copied, or removed.

33. Record Keeping, Audit and Inspection of Records

1. The Contractor shall maintain books, records and other compilations of data pertaining to the performance of the provisions and requirements of the Contract to the extent and in such detail as shall properly substantiate claims for payment under the Contract. All such records shall be kept for a period of seven years.

2. EOHHS, 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 shall have the right at reasonable times and upon reasonable notice to examine and copy books, records, and other compilations of data of the Contractor which pertain to the performance of this Contract and to evaluate through inspection or other means the quality, appropriateness and timeliness of the Contractor’s performance under the Contract.

3. EOHHS, 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 shall have the right at reasonable times and upon reasonable notice to inspect and audit the financial records of the Contractor and its subcontractors related to the performance of this Contract.

34. Restrictions on the Use of the Commonwealth Seal

Respondents and Contractors are not allowed to display the Commonwealth of Massachusetts Seal in their response to the RFR or subsequent marketing materials if they are awarded a Contract because use of the coat of arms and the Great Seal of the Commonwealth for advertising or commercial purposes is prohibited by law.

35. Contract Officers

EOHHS designates _________________, who shall be authorized and empowered to represent EOHHS with respect to all matters relating to the Contract. Such designation may be changed during the period of this Contract only by written notice.

The Contractor designates ____________, who shall be authorized and empowered to represent the Contractor with respect to all matters relating to the implementation of this Contract. Such designation may be changed during the period of this Contract only by written notice.

36. Notices

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

To EOHHS:

[XXXXXX]

Executive Office of Health and Human Services

600 Washington Street, 7th floor Boston, MA 02111-1712 With copies to:

Office of the General Counsel

Executive Office of Health and Human Services

One Ashburton Place, 11th Floor

Boston, MA 02108 To the Contractor:

ATTACHMENT 1: LEADERSHIP SEARCH (Category 1)

SCOPE OF SERVICES

1. Scope of Services. Contractor will provide Leadership Search Services for executive and management level positions (“Leadership Search”) through Contractor, as agreed to in an executed Statement of Work. The Statement of Work will include Contractor’s rates for the specific Leadership Search. A template Statement of Work is attached hereto as Attachment 1-A.

2. Statement of Work and Commencing a Search. Contractor and EOHHS will execute a Statement of Work to commence a Leadership Search. Any Leadership Search under this Contract must be confirmed through an executed Statement of Work. Unless terminated earlier, the Statement of Work for a search will be in effect for twelve months, or until the position is filled, whichever is earlier. The Statement of Work may be extended in EOHHS’ sole discretion.

3. Contractor Specific Responsibilities

a. Contractor will use best efforts to conduct the Leadership Search specified in the Statement of Work and identify candidates to present to EOHHS to fill the position for which the Leadership Search is being conducted.

b. Contractor will keep EOHHS up to date on the status of the Leadership Search through regular written updates (email is sufficient).

c. Contractor will present EOHHS with candidates who meet the position’s requirements as set forth in the job description.

d. Contractor will verify the following minimum pre-screening requirements prior to presenting a candidate to EOHHS:

1. education and professional credentials appearing on candidate’s resume;

2. any additional credentials or experience to meet minimum requirements of the position;

3. active licensure, registration or certifications, if required for the position;

4. candidate has (or will) complied with the vaccination requirements (including COVID-19 vaccination requirements) and health and safety requirements applicable for EOHHS and/or the EOHHS facility or assignment location and any other vaccination requirements required by state or federal law;

5. any other pre-screening requirements required by EOHHS, including any pre-screening requirements specific to an EOHHS facility, constituent agency or Soldiers’ Home;

6. candidate passed EOHHS’ specified background check requirements for the Search, including compliance with 101 CMR 15.00 for CORI.

e. Contractor will present a candidate to EOHHS by sending a resume, brief description of candidate’s qualifications for position, and confirmation in writing of completion of pre-screening requirements, in 3(d) above.

f. Contractor will at all times comply with all federal and state laws, including federal and state equal opportunity laws.

g. Contractor will comply with any additional EOHHS requirements set forth in the Statement of Work.

4. EOHHS Specific Responsibilities

a. Upon executing a Statement of Work or before, EOHHS will provide Contractor with a job description of the position requested for the Leadership Search. The job description will include the projected first year annual compensation, the qualifications required for the position, and other relevant information or requirements related to the Leadership Search.

b. EOHHS will confirm receipt of candidates presented by Contractor for a specific search position in writing (which may be by email).

c. EOHHS will request of Contractor additional information or an opportunity for an interview with a presented candidate, if EOHHS determines such additional steps are needed.

5. Leadership Search Compensation Compensation will be consistent with the Contractor’s Rate Card, incorporated into this Contract at Attachment 1-B.

6. Contractor’s Guarantee Contractor’s guarantee will be consistent with the Contractor’s Rate Card, incorporated into this Contract at Attachment 1-B.

7. Payment Schedule

Contractor’s payment schedule will be consistent with the Contractor’s Rate Card, incorporated into this Contract at Attachment 1-B.

8. Additional Terms A. If EOHHS decides to enter into Statements of Work for a Search with more than one Contractor, EOHHS will inform the Contractors upon signing the Statement of Work. If EOHHS receives the same resume for a candidate from more than one Contractor, EOHHS will consider the candidate to be presented by the Contractor from whom EOHHS first receives the resume.

[Additional terms may be included following the selection and contract negotiations]

9. Insurance Contractor will maintain insurance consistent with the requirements set forth in the RFR, Section 3.3. If coverage is lost or reduced below the specified limits, EOHHS must be notified and the contract may be canceled by EOHHS.

At the time of entering into a Contract under this RFR, the Contractor must provide EOHHS with a certificate(s) of insurance certifying that the required insurance has been obtained. In addition, a certified copy of the policy must be provided on request.

10. Termination of Search A. The Contractor may terminate a Leadership Search by providing 30 days notice to EOHHS. Upon termination by Contractor, no further invoices shall be submitted except to cover direct expenses incurred prior to the date the termination notice issued.

B. EOHHS may terminate the Leadership Search at any time. Upon notice of termination, the Contractor must cease all work. Only expenses incurred through the date of notice may be billed to EOHHS. Any upcoming scheduled fee may be pro-rated, upon agreement with EOHHS.

ATTACHMENT 1 – A

LEADERSHIP SEARCH STATEMENT OF WORK TEMPLATE

EOHHS and [Contractor] agree that [Contractor] will conduct the following Leadership Search for EOHHS. The parties further agree EOHHS will compensate [Contractor] for the Leadership Search in accordance with this Statement of Work.

1. Search Requirements

Position Title

EOHHS or EOHHS Agency Location

Address of Location

Projected First-year Compensation

Requested Hire Date

2. Search Fees EOHHS shall pay a Leadership Search fee equal to___% of the first-year annual compensation (the “Fee Estimate”). The Fee Estimate shall be adjusted once the candidate is hired based upon the actual first-year compensation amount (higher or lower). Fees will be paid in accordance with the following schedule.

1. ___% of the Fee Estimate will be paid ___________________.

2. ___% of the Fee Estimate will be paid __________________.

3. Final Payment (%). The final payment will be adjusted up or down to account for the actual starting salary. Contractor will submit a final invoice with the reconciled amount, reflecting the final payment for a Leadership Search.

[Contractor]

EOHHS

SHAPE \* MERGEFORMAT

Signature

Signature

Print Name

Print Name

Date

ATTACHMENT 1 – B

[Contractor’s agreed upon Rate Card for Leadership Search Services] ATTACHMENT 2: INTERIM LEADERSHIP SERVICES (Category 2)

SCOPE OF SERVICES

1. Contractor’s Specific Responsibilities

1.1 Contractor will provide qualified individuals to fill leadership positions as requested by EOHHS consistent with the requirements in the RFR, Section 4.2. Contractor will offer for assignment candidates who have accepted employment with Contractor and who in Contractor’s judgment, are qualified to serve as an Interim Leader for the position requested by EOHHS. Contractor will also remove an Interim Leader, with or without cause, upon request by Client for any lawful reason for no cause, at EOHHS’s discretion.

1.2 Contractor is the employer of the Interim Leader and shall be responsible for (a) recruiting, selecting, hiring, employing and assigning the Interim Leader in compliance with applicable laws; (b) compensating the Interim Leader; (c) paying or withholding any payroll taxes and insurance premiums and fulfilling any employer’s obligations for unemployment compensation; (d) providing legally required workers’ compensation benefits and coverage; (e) maintaining personnel and payroll records; (f) making legally required employment law disclosures; (g) maintaining malpractice insurance for the Interim Leader; (h) conducting background checks and verifying licensure and credentials, as set forth in Attachment B, and (i) performing human resources administration and non-operational supervision with respect to the Interim Leader.

1.3 Pre-Screening. Prior to presenting an Interim Leader for an assignment, Contractor will complete the pre-screening requirements set forth in the RFR, Section 4.2.4. Contractor will present an Interim Leader candidate by submitting the resume, confirmation of completion of the pre-screening requirements (see Attachment 2-A), and offer EOHHS the opportunity to interview the Interim Leader Candidate.

1.4 EOHHS approval. Interim Leaders may commence an assignment upon EOHHS approval, confirmed through a completed Statement of Work.

1.5 On-going Requirements. Contractor must require Interim Leaders to comply with the health and safety requirements of EOHHS, including any specific requirements of the EOHHS location, throughout the term of the assignment.

1.6 Compliance with law. Contractor shall comply with all applicable federal, state and local laws and regulations related to the requirements and provision of services under this contract.

2. EOHHS Specific Responsibilities

2.1 EOHHS will provide Contractor with a job description when requesting an Interim Leader assignment.

2.2 Upon commencement of an assignment, EOHHS will provide supervision and a reporting structure for the assigned Interim Leader.

2.3 EOHHS will provide the Interim Leader with the equipment, facilities and supplies reasonably necessary to perform the assigned position. EOHHS will provide orientation and training to the Interim Leader with regard to EOHHS policies and procedures required for the assigned position. It shall be the responsibility of the Interim Leader and the Contractor as their employer, to ensure the Interim Leader attends all orientations, and meets any training requirements.

2.4 EOHHS will notify Contractor of formal or informal complaints, accidents or significant incidents involving the Interim Leader, to the extent permitted by law, including if the incident may reasonably lead to a malpractice claim, or criminal or civil penalties, or disciplinary action against the Interim Leader.

3. Schedule of Rates Rates for each assigned Interim Leader will be confirmed through a Statement of Work prior to the Interim Leader’s commencement of assignment of work. Rates will be consistent with the accepted Rate Card attached to this Contract at Attachment 2-B.

4. Conversion Fee Schedule Conversion rates will be consistent with the accepted Rate Card attached to this Contract at Attachment 2-B.

5. Holiday Pay Interim Leaders will not receive Holiday pay, unless otherwise agreed to in a Statement of Work.

6. Time-off

EOHHS will not pay Qualified Vendor for any leave of absence, sick leave, vacation, or holidays during which the Interim Leader does not…