READ DMH Standard Contract Requirments 2024.docx

Commonwealth of Massachusetts Department of Mental Health Standard Contract Requirements

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

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

A. Continuity of Operations

When required by Department of Mental Health (DMH), the Contractor must provide data about the contract, including, but not limited to staff, services, individuals served, to the Massachusetts Executive Office of Health and Human Services (EOHHS), DMH and/or any other EOHHS agency for the purpose of those agencies being able to develop, coordinate, and implement their various Continuity of Operations Plans. In addition, the Contractor must have and be able to implement a plan designed to ensure that in cases of emergency its critical functions are able to continue and if necessary that if can safely evacuate, personnel, clients and other resources located in case of an emergencies.

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

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

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

B. Contract Changes

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

C. Data and Software Use and Ownership

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

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

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

D. Insurance

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

E. Intellectual Property Rights, Publicity, Publication, Reproduction

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

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

F. Research Activity

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

G. Transition on Termination

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

H. Client Records DMH and its agents may review client records at any reasonable time for purposes including, but not limited to, the following:

I. Contractor Personnel If DMH documents a performance problem or issue involving Contractor personnel that in DMH’s view has affected or could affect the delivery of services under the Contract, then the following steps will be taken:

1. If the documented issue involves apparent risk to health or safety, or apparent violation of any DMH or Commonwealth policy, or applicable law or regulation, that could result in the immediate removal of a similarly situated state employee, the Contractor shall, upon notice from DMH, immediately remove the identified Contractor personnel from the workplace, pending efforts by DMH and the Contractor to reach agreement regarding further action to resolve the matter. DMH retains the right to refuse the return to work of the identified Contractor personnel if their conduct would, in DMH’s sole determination, be sufficient to sustain the termination of a similarly situated state employee.

2. If the documented issue does not involve apparent risk to health or safety, or apparent violation of any DMH or Commonwealth policy, or applicable law or regulation, that could result in the immediate removal of a similarly situated state employee, the Contractor shall have five (5) business days following notice to respond with a corrective action plan and ten (10) business days to implement that plan upon the approval of DMH, although the parties may mutually agree in writing to extend these time periods.

3. If, at the completion of the time periods cited in Section 2 above, DMH is not satisfied, the Contractor must immediately begin work to identify alternate resources for the identified role and implement a plan to make the necessary changes such that DMH is assured of appropriate service delivery.

4. If an investigation regarding the personnel of a Contractor is conducted by DMH or another entity authorized to conduct such an investigation, the Contractor acknowledges that it will accept the findings of the investigation.

J. Corrective Action Plan If, at any time, DMH determines that the Contractor is deficient in the performance of its obligations under the Contract, DMH may require the Contractor to develop and submit a corrective action plan that is designed to correct such deficiency. DMH shall approve, disapprove, or require modifications to the corrective action plan based on its judgment as to whether the corrective action plan will correct the deficiency. The Contractor shall promptly and diligently implement the corrective action plan as approved by DMH.

DMH may also initiate a corrective action plan for the Contractor to implement. The Contractor shall promptly and diligently implement any DMH-initiated corrective action plan. Failure to implement the corrective action plan may subject the Contractor to termination of the Contract by DMH.

K. Remedies for Poor Performance DMH has several options to address contractor non-performance. Initiation of corrective measures, contract reductions or other sanctions may be considered for contractor non-performance. See 808 CMR 1.00 for contract remedies and termination provisions. This includes the following remedies:

· Suspending or recovering payments from the Contractor;

· Imposing sanctions; or

· Taking other actions DMH may deem appropriate, including terminating the Contract with or without cause.

M. Material Subcontractor. If DMH identifies any deficiency in the Contractor’s performance under the Contract that is delivered by a material Subcontractor, for which the Contractor has not successfully developed and/or implemented an approved corrective action plan in accordance with J, above, DMH may:

· require the Contractor to terminate its agreement with the Material Subcontractor and subcontract with a Material Subcontractor deemed satisfactory by DMH; or

· otherwise require the Contractor to alter the manner or method in which the Contractor performs such Contractor responsibility.