Vibrant - The 988 Suicide Crisis Lifeline Network Agreement.pdf

Vibrant Emotional Health, Inc.

The 988 Suicide & Crisis Lifeline Network Agreement

This 988 Suicide and Crisis Lifeline Network Agreement (the “Agreement”) is made as of November 1, 2024 (“ Commencement Date”), by and between The Mental Health Association of New York

City, Inc., d/b/a Vibrant Emotional Health, Inc. (the “Administrator”) and

(the “Center”). The Administrator and the Center shall sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, the Administrator administers the 988 Suicide & Crisis Lifeline Network (the “Network” or “Lifeline”) in accordance with Saving Lives in America: 988 Quality and Services Plan published by United States Department of Health and Humans Services, Substance Abuse and Mental Health Services Administration (“SAMHSA”) (the “Grant”);

WHEREAS, the Center is a sub-recipient of funds from state, territory, or other third-party organization(s) to provide various crisis intervention contactcenter services, subject to various terms, which may include, but are not necessarily limited to, the Saving Lives in America: 988 Quality and Services Plan, or those required of federal grant recipients under the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 C.F.R. Part 200) and as implemented by federal agencies, such as the U.S. Department of Health and Human Services at 45 C.F.R. Part 75 (collectively referred to herein as the “Uniform Guidance”);

WHEREAS, the Administrator seeks crisis intervention contact center services to support the Network efforts under the Grant;

WHEREAS, the Center desires to provide crisis intervention contact center services to the Administrator in support of the Network;

WHEREAS, the Administrator and the Center desire to set forth their mutual rights, duties, and obligations regarding the Center’s support of the Network;

WHEREAS, the Agreement is considered the baseline standard for centers to be part of the Lifeline Network, and as Centers can be sub-recipients of funds from states, producing requirements contained in contracts or agreements between the state and the Center, the state to Center requirements may be beyond or “above” what is required in this agreement, superseding the minimum of those contained herein, but may not be less restrictive or nullify any of the requirements contained herein; and

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TMitchell Highlight

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and promises contained herein, the Parties agree as follows:

1. Role of the Center.

(a) Respond to Contacts. The Center shall operate a crisis intervention hotline and/or crisis chat and text service within the Network. The Lifeline shall be connected to a toll-free telephone number and/or chat and text line administered and maintained by the

Administrator. Through the Network, the Center shall respond to calls, texts, or chats (the

“Contacts”) from individuals within a specific geographic coverage as set forth in Exhibit 1(a)), which is hereby incorporated into this Agreement, (the “Designated Area”). A Contact from outside the Designated Area (“Outside Area”) may be routed to the Center based upon the routing protocol of the Network. The Center shall respond to Contacts to attempt to prevent suicides and de-escalate crisis situations and shall provide information relating to community resources within the area where the individual sending the Contact is located, as deemed appropriate by the Center.

(b) Modification of Designated Area. Upon notice and in consultation with the

Center and the state or territory, The Administrator shall have the right to modify the

Designated Area, provided that any such modification shall be reasonable in view of the general catchment area of the Center, the needs of the Network, and the future addition or removal of other participating crisis centers (“Participating Centers”) to or from the Network, in an attempt to prevent suicides and de-escalate crisis situations. In addition, the Center shall provide

Contacts with information relating to community resources within the Designated Area or

Outside Area identified by the Contact, to the extent deemed appropriate by the Center.

(c) Contacts Outside of Designated Area. The specific geographic coverage area of Network Contacts to be directed to the Center shall be as set forth on Exhibit 1(a), annexed hereto and made a part hereof, (the “Designated Area”). A Contact from outside the Designated Area (“Outside Area”) may be routed to the Center based upon the routing protocol of the Network. The Center shall respond to Contacts reaching the Center within the Designated Area and shall make referrals to community resources within the Designated Area or Outside Area to the extent deemed appropriate by the Center

(d) Transfers. In the event that the Center is required to provide service via phone for a caller who is physically located outside of the Designated Area, the Center may “warm” transfer the contact to a Network Center in the caller’s location for any needed localized resources and referrals. Any warm transfer must follow the 988 Lifeline’s warm transfer guidelines and take place after crisis counseling has been provided and the immediate risk is de-escalated. In the event that a Center is required to provide national-level service via chat or text, the Center shall follow Vibrant’s policies, as defined in Section 1(g) below.

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(e) Hours of Operation. The Center shall operate during hours mutually agreed upon by Center, the state or territory, and Vibrant, depending on the services offered by the Center and Network volume.

(f) Telephone Number. The telephone number to be utilized by the Center for incoming Contacts is set forth in Exhibit 1(c), which is hereby incorporated into this Agreement.

(g) Non-Exclusive Basis. The Center shall participate in the Network on a non-exclusive basis. In its sole discretion, the Center may participate in other arrangements similar to the Network. The Center acknowledges and agrees that such participation, if any, shall not in any manner interfere with the Center’s performance under this Agreement or the Center’s ability to satisfy its duties and obligations hereunder. In the event the Center participates in other arrangements, the Center must i) ensure all Center Staff performing services under this Agreement are adequately skilled and trained to handle matters under this Agreement; ii) ensure all Center Staff performing services under this Agreement comply with the terms of this Agreement; iii) provide equal opportunity to answering Contacts as it provides to non-Network interactions; and iv) meet any full-time equivalent requirement, if permissible by the applicable funding agreement, by reasonably and consistently allocating and recording Center Staff time to aggregately meet such requirement. Moreover, as reasonably requested by Vibrant, the Center shall provide documented information regarding the Center’s reasonable and consistent allocation of effort, costs, and resources as it relates to its past and future efforts under this Agreement as compared with other programs, projects, cost objectives, etc.

(h) Compliance With Applicable Requirements. In connection with its participation in the Network and its performance hereunder, the Center shall comply with:

(i) all policies and procedures (the “Policies”) that are developed by Vibrant and a) set forth in Attachment I, or b) posted to the Network Resource Center (NRC), or other Vibrant-hosted portals, both of which are hereby incorporated by reference into this Agreement, as may be modified by Vibrant, in its sole discretion, from time to time.

Any modifications to the Policies made by Vibrant shall be implemented no earlier than ninety (90) days following notice to the Center of such modification; provided, however, that if such modification relates to matter(s) requiring emergency action, as determined by Vibrant in its sole and absolute discretion, then the foregoing notice requirement shall not apply;

(ii) all Federal, state, territory, and local statutes, rules, regulations, and ordinances applicable to the Center and its operations and services, including future amendments by relevant governmental authorities; and

(iii) all requirements of governmental authorities applicable to the Center and its operations and services not included in paragraph (h)(ii) above, including future amendments by relevant government authorities.

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(i) Cooperation With Government Authorities. The Center shall cooperate with Vibrant with respect to compliance with any requests or requirements of governmental authorities in connection with the Grant or the operation of the Network. The Center shall cause its employees and other staff (collectively, “Center Staff”) to comply with all applicable terms and provisions of this Agreement.

(j) Written Guidelines. Without limiting any other provision of this Agreement, the Center shall maintain its own written guidelines (the “Center Guidelines”) addressing the manner in which Center Staff shall respond to Contacts and adhere to this Agreement and such Center Guidelines in connection with its participation in the Network. The Center Guidelines shall specifically address the manner in which the Center shall respond to and assist Contacts determined to be a danger to themselves or to others (as described in Attachment II of the Policies). The Center Guidelines shall neither conflict with this Agreement nor any Policies or attachments or exhibits incorporated by reference.

(k) Exclusive Control of Advice and Services. Notwithstanding any other provision of this Agreement, the Center, at all times, shall be and remain solely and exclusively responsible for, and in control of, all aspects of the provision of advice and services to contacts and the manner in which the Center responds to Contacts. Nothing in this Agreement shall be deemed in any manner to require the Center to engage in any actions inconsistent with the judgment of the Center or the Center Staff, or with any applicable professional opinions or responsibilities of the Center Staff.

(l) Record Retention. Centers must maintain all contact records for a minimum period of three (3) years. It is the responsibility of the center to create policies and procedures for the safe storage and access of contact records, along with appropriate destruction of records following the required maintenance period. As applicable, centers must create policies and procedures for the safe storage and access of recordings and transcripts, along with appropriate destruction of such recordings and transcripts following the required maintenance period.

Centers must ensure compliance with all applicable state and federal laws. Notwithstanding the above, if there is litigation, claims, audits, negotiations, or other actions that involve any of the records cited and that have started before the expiration of the three-year period, whichever occurs later. All such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later.

(m) Access To Records. The Center shall provide Vibrant, SAMHSA, and any delegate or duly authorized agent thereof, access to any books and records relating (directly or indirectly) to the Center’s activities under this Agreement: (i) during regular business hours and upon prior notice; and (ii) to the extent such access is necessary to comply with regulatory requirements.

2. Role of the Administrator.

(a) Coordination. The Administrator shall coordinate the Network by arranging for and optimizing Network coverage, maintaining the technical infrastructure of the Network

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(including the routing system), providing Center outcome data, technical assistance, and other support to the Center, and facilitating communications between the Center and other Participating Centers. The Administrator shall also provide access to core clinical online self-paced training courses and other training opportunities and resources to the Center. The Administrator shall engage in reasonable efforts to provide the Center with prior notice of any marketing or promotional activities of the Network likely to affect the volume of calls to the Center’s 988 Lifeline.

(b) Criteria. Without limiting any other provision of this Agreement, the Administrator shall develop, and share with the Center, criteria, such as best practices standards, applicable to the receipt and processing of Lifeline Contacts and participation in the Network.

(c) Committees. The Administrator shall establish a series of committees, which shall be responsible for reviewing and making recommendations to the Center regarding various aspects of Network and Center operations. Representatives of the Center will be eligible candidates to serve on these committees.

(d) Communications among Centers. The Administrator shall coordinate, or cause to be coordinated, communications, discussions, and joint activities between the Center and other participating Centers, SAMHSA, the National Association of State Mental Health Program Directors, and other relevant stakeholders, in furtherance of the activities and goals of the Network.

(e) Monthly Information. The Administrator shall provide or otherwise make available to the Center monthly information summarizing the number of Contacts being forwarded to the Center through the Network and other standardized reports. Vibrant may make such information available to the Center electronically through the maintenance of a website to which the Center shall be provided access, or by any other means selected by Vibrant in its sole and absolute discretion. This information will also be available to the state(s) or territory(ies) based upon the Network routing protocol.

3. Additional Services.

(a) The Center’s Scope of Services. The Parties acknowledge and agree that:

(i) the services to be provided by the Center under this Agreement and any subrecipient agreement are limited to call center, chat, and online communication services provided by the Center in connection with the Network. All amendments or subrecipient agreements executed by the Parties, if any, are incorporated by reference.

Any ambiguities between this Agreement and amendments or subrecipient agreements shall be immediately brought to the attention of both Parties for negotiation. Resolution of the conflict between agreements shall be clarified through the execution of a written amendment, signed by both parties, to both conflicting agreements;

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(ii) any services not specifically identified herein or any subrecipient agreement including, without limitation, the provision of professional medical, psychiatric, psychological, or other health care services (collectively, “Health Care Services”), are outside the scope of this Agreement; and

(iii) neither the Administrator nor the Network shall have any role, involvement, responsibility, or liability whatsoever with respect to any Health Care Services provided by the Center as defined above.

(b) Additional Services. In addition to the services and functions described in Sections 1 and 2, the Parties may agree to additional services and functions in connection with this Agreement from time to time, which will be described in a separate agreement (“Subnetwork Agreement”), which may be amended from time to time by the Parties as evidenced by the delivery and acceptance of a new Subnetwork Agreement. Terms and conditions in any Subnetwork Agreement shall supersede any conflicting terms and conditions in this Agreement solely with respect to the specific services and functions described therein.

4. Respective Responsibilities.

(a) Business and Operating Costs. Except as otherwise specifically set forth in this Agreement, each Party shall be solely and exclusively responsible for its own business and operating costs and expenses, including, without limitation, the payment of salaries and other compensation to its own employees and staff. Nothing in this Agreement is intended to create, nor shall be deemed or construed to create, any joint venture, employment, partnership, or any other relationship between the Parties hereto, and, as applicable, their respective members, shareholders, officers, directors, managers, trustees, employees, and contractors, other than that of independent contractors, and neither of the Parties or, as applicable, their respective officers, directors, trustees, members, managers, shareholders, employees, and contractors, shall be construed to be the agents, employees, officers, directors, trustees, members, managers, shareholders, or representatives of the other solely by virtue of this Agreement or the arrangements described herein. Neither Party shall have the authority to obligate or otherwise bind the other Party to any agreement, obligation, or arrangement, in any manner, except as otherwise specifically set forth in this Agreement.

(b) Network Maintenance Costs. Vibrant shall be solely and exclusively responsible for all costs and expenses relating to the maintenance and operation of the Network (exclusive of the costs and expenses of the Center relating to the maintenance and operation of the Center's Lifeline), including, without limitation, the costs of responding to Contacts through different modalities. While Vibrant maintains the Network infrastructure, the Center is responsible for the creation and maintenance of equipment and infrastructure that facilitates access to and participation in the Network. The Center shall implement cyber security protections as suggested and/or required by SAMHSA, as provided in Exhibit 2, and any future modifications made by SAMHSA.

5. Term and Termination.

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(a) Term. This Agreement shall begin as of the Commencement Date and shall continue in effect through June 30, 2025 unless earlier terminated in accordance with this Agreement. Thereafter, this Agreement shall automatically renew for successive one (1) year terms thereafter unless either Party provides written notice to the other, at least thirty (30) days prior to the end of the initial or any subsequent term, of its intention not to renew.

(b) Termination by Either Party. Either Party may terminate this Agreement at any time, for any or no reason, upon the provision of at least thirty (30) days prior written notice to the other Party. Either Party may terminate this Agreement immediately in the event of: (i) the dissolution, cessation of operations, bankruptcy, or insolvency of the other Party, or (ii) a material breach, default, or misrepresentation by the other Party with respect to any of the terms or provisions of this Agreement that is not cured within twenty (20) days following notice by the terminating Party to the other Party specifying the nature of the breach, default or misrepresentation.

(c) Vibrant’s Right to Terminate. Vibrant may terminate this Agreement immediately upon the occurrence of any of the following: (i) the termination of the Grant, (ii) the failure or lack of public or private funding sufficient, in the sole and absolute discretion of Vibrant, to sustain the activities, operations or mission of the Network, or (iii) a request for such termination by any governmental agency or authority. Under no circumstances shall Vibrant be liable to the Center for any costs incurred by the Center for the termination of this Agreement.

6. Use of Names.

(a) Permitted Use by Vibrant. When necessary, to disclose required information pursuant to the Confidentiality provisions in Section 8 below, Vibrant may utilize or disseminate the name of the Center, or any other information or materials identifying the Center to respond to legitimate governmental requests, required disclosures for legal process (subpoenas, court orders, warrants, etc.) or grant administration.

The Administrator shall not utilize or disseminate the name of the Center, or any other information or materials identifying the Center, in connection with the marketing, informational, research, and promotional activity, except for the advancement of the 988 Network and Services. This in no way limits the Administrator’s ability to disseminate aggregated data at a regional, state, territory, or national level without the consent of the Center.

(b) Permitted Use by the Center. The Center may, to the extent consistent with the Policies (including, without limitation, any policies applicable to the use of logos or graphics involving the Network), refer to its status as a participating Center in connection with its marketing, informational, or promotional activities. In addition, with the prior written consent of the Administrator, the Center may use the Administrator's name, logo, or any other information or material identifying Vibrant or the Network for marketing or development purposes.

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7. Insurance and Indemnification.

(a) Insurance. The Center shall maintain general and professional liability insurance applicable to its operations, which insurance shall include, without limitation, coverage for the actions and omissions of the Center as a participant in the Network hereunder and coverage with respect to services to be rendered in response to Contacts. Such insurance and the applicable carrier(s) shall be reasonably acceptable to Vibrant. Such insurance shall, at a minimum, include coverage for claims which are incurred during the term of this Agreement but which arise after the expiration or termination of this Agreement and shall have minimum limits as set forth in Attachment II of the policies. Copies of such policies, or other reasonable evidence of the existence and terms of coverage, shall be provided to Vibrant by October 31 of each year. Such insurance shall provide coverage for all Center Staff participating in the Network on behalf of the Center or otherwise providing services to Callers or online users.

(c) Indemnification by the Center. The Center shall indemnify and hold harmless the Administrator, and its members, directors, officers, agents, employees, contractors, and representatives, from and against any and all liabilities, claims, losses, lawsuits, judgments, costs, and expenses (including, without limitation, reasonable attorney’s fees) arising out of or resulting from: (i) the gross negligence or willful misconduct of the Center, or any of its owners, members, directors, officers, employees, agents, contractors, or representatives (including, without limitation, the Center Staff) in connection with the Center’s obligations hereunder, (ii) any breach or default by the Center or the Center Staff of any of the terms or provisions of this Agreement, and (iii) any misrepresentation by the Center hereunder.

(d) Indemnification by Administrator. The Administrator shall indemnify and hold harmless the Center, and its members, shareholders, directors, officers, agents, employees, contractors, and representatives, from and against any and all liabilities, claims, losses, lawsuits, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees) arising out of or resulting from: (i) the gross negligence or willful misconduct of Vibrant, or any of its members, directors, officers, employees, agents, contractors, or representatives, in connection with Vibrant’s obligations hereunder, (ii) any breach or default by Vibrant of any of the terms or provisions of this Agreement, and (iii) any misrepresentation by Vibrant hereunder.

8. Confidentiality.

(a) Confidential Information. Confidentiality of each Party’s information. The Parties acknowledge and agree that all non-public documents, materials and information of the other obtained by them in connection with the performance or furtherance of this Agreement (the “Confidential Information”) shall be maintained on a confidential basis, and shall not, at any time following the Commencement Date, be used, communicated, disclosed or disseminated in any manner whatsoever, whether directly or indirectly, other than in the furtherance of this Agreement and with the prior written consent of the other Party. Notwithstanding the foregoing, the Parties may disclose Confidential Information as may be required or permitted by law or by applicable governmental or judicial authorities (subject, to the extent reasonably practicable, to the provision by the disclosing Party to the other Party of prior written notice

Vibrant Emotional Health/988 Suicide & Lifeline Network Agreement 8 specifying the circumstances surrounding the proposed disclosure, for the purpose of permitting the other Party to object to the disclosure). Particular Confidential Information may also be disclosed to the extent it becomes obtainable or otherwise ascertainable from public sources other than as a result of a breach of this Agreement. The Parties acknowledge and agree that Confidential Information shall be deemed to include, without limitation: (i) non-public information and materials regarding the finances, operations, funding, and personnel of the other Party, and (ii) any and all Policies of Vibrant.

(b) Confidential Contact Information. The Center acknowledges and agrees that, in connection with the performance or furtherance of this Agreement, the Center may receive or have access to information provided by or at the direction of a Contact (such information, “Contact Confidential Information”) that: (i) identifies or can be used to identify an individual (including names, signatures, addresses, telephone numbers, email addresses and other unique identifiers); or (ii) can be used to authenticate an individual. All Contact Confidential Information shall be maintained on a confidential basis, and shall not be used, communicated, disclosed or disseminated in any manner whatsoever, whether directly or indirectly, other than in the furtherance of this Agreement and with the prior written consent of the Contact.

Notwithstanding the foregoing, the Center may disclose Contact Confidential Information as may be required by law or by applicable governmental or judicial authorities (subject, to the extent reasonably practicable, to the provision by the Center to the Contacts of prior written notice specifying the circumstances surrounding the proposed disclosure, for the purpose of permitting the Contact to object to the disclosure).

(c) Breach of This Provision. The Parties acknowledge and agree that: (i) any breach by a Party of the foregoing provisions of this Section will cause irreparable injury and damage to the other Party which cannot be adequately compensated for by money damages, and (ii) in the event of such breach, the non-breaching Party shall be entitled to equitable relief as a non-exclusive remedy. The Parties intend for the provisions of this Section 8 to be enforced to the fullest extent permissible in each jurisdiction in which enforcement is sought. In the event a provision of this Section 10 shall be adjudicated to be invalid or unenforceable for any reason by a court of competent jurisdiction, then the provision shall be construed by limiting the provision so as to be enforceable to the fullest extent permissible in the applicable jurisdiction, without invalidating the remainder of this Agreement or affecting the validity or enforceability of the provision in any other jurisdiction. The provisions of this Section shall survive the expiration or termination of this Agreement for any reason.

9. Miscellaneous.

(a) Assignment; Transfer. This Agreement shall be binding upon and shall ensure to the benefit of the Parties and their respective successors and permitted assigns. Unless otherwise authorized in this Agreement, the Center’s rights, duties, and obligations hereunder may not be assigned or delegated by either Party, whether by contract, merger (whether that Party is the surviving or disappearing entity), consolidation, dissolution or otherwise, without the prior written consent of the other. If Vibrant has consented to such an assignment or

Vibrant Emotional Health/988 Suicide & Lifeline Network Agreement 9 delegation by the Center, then the Parties shall execute a consent in the form of Exhibit 4 hereto. If the Center proposes to change its name, then the Center shall execute and deliver a notice to Vibrant in the form of Exhibit 5 hereto. Vibrant may assign its rights, duties, and obligations to a successor through contract, merger, consolidation, dissolution, or otherwise by giving notice to the Center.

(b) Applicable Laws. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York (without giving effect to the choice of law provisions). In any action or proceeding arising out of or relating to this Agreement, the Parties consent to be subject to the jurisdiction and venue of (i) the courts of the State of New York located in New York City, and (ii) the United States District Courts located in New York City. Each of the Parties consents to the service of process in any action commenced hereunder by certified or registered mail, return receipt requested, or by any other method or service acceptable under federal law or the laws of New York.

(c) Amendment. This Agreement may be amended by the Parties only pursuant to a written instrument signed by both Parties.

(d) Captions. The titles and captions of this Agreement are included only as a matter of convenience, and shall not affect the interpretation of any provision hereof.

(e) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but when taken together shall constitute one instrument. This Agreement shall be effective only when signed by both Parties.

(f) Integration. The making, execution and delivery of this Agreement by the Parties have not been induced by any representations, statements, warranties or agreements other than those expressed in this Agreement. This Agreement, together with any schedules, exhibits, and attachments, supersedes all previous agreements and embodies the entire understanding of the Parties regarding the subject matter herein, and there are no other agreements or understandings, written or oral, in effect between the Parties relating to the subject matter of this Agreement, except as may be referenced in this Network Agreement. The Parties may enter into from time to time subrecipient agreements for specialized activities beyond the scope of this Agreement.

(g) No Third Party Rights. Except as otherwise specifically set forth herein, this Agreement shall only be binding upon, and inure to the benefit of, the Parties hereto and their respective successors-in-interest and permitted assigns.

(h) Notices. Except as otherwise expressly provided for hereunder, all notices under this Agreement shall be in writing and shall be delivered or sent to a Party to the contact address, email address or facsimile telephone number set forth on the signature page hereof (or such other address requested by a Party in accordance with this paragraph). Except as otherwise specifically provided in this Agreement, any notices given hereunder shall be deemed to have been duly given: (i) on the date received if personally delivered, (ii) four (4) days after

Vibrant Emotional Health/988 Suicide & Lifeline Network Agreement 10 being sent by mail, postage prepaid, (iii) the date of the delivery receipt, if sent by registered or certified mail, postage prepaid, (iv) one (1) business day after having been sent by a recognized overnight courier service, (v) the day of transmission if sent by email and (vi) the day of transmission if sent by telephone facsimile.

(i) Partial Invalidity. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable statutes and regulations. However, if for any reason any one or more of the provisions of this Agreement are held to be invalid, illegal or unenforceable in any respect, such action shall not affect any other provision of this Agreement. In such event this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in it.

(j) Waiver of Right. No waiver of or failure by a Party to enforce any term or provision of this Agreement shall be construed as a subsequent waiver of the same term or provision, or as a waiver of any other term or provision. No extension of time for performance of any obligations or acts hereunder shall be deemed an extension of the time for performance of any other obligations or acts.

(k) Construction of Agreement. Each Party and their respective counsel have had the opportunity to participate fully in the review of this Agreement. In interpreting this Agreement, any rules of construction that favor the non-drafting Party shall not apply.

IN WITNESS WHEREOF, this Agreement is entered into by the Parties as of the date first set forth above.

Vibrant: The Mental Health Association of New York City, Inc., d/b/a Vibrant Emotional Health

By: _______________________________________

Name: Alison Lewis

Title: CEO and President\

Date: ______________________________________

Address: 80 Pine Street 19th floor New York, NY 10005

The Center:

By:_______________________________________

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Name:____________________________________

Title:_____________________________________

Date:_____________________________________

Address: __________________________________

Additional Contact Information for notices and materials to be forwarded pursuant to this Agreement:

Email Address: ____________________________________

Facsimile Telephone: ________________________________

Mailing Address: ___________________________________

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EXHIBIT 1(a)

Designated Area

Coverage over a specific geographic region for specified times must be accomplished. Coverage boundary determinations for local response are made by county, area code, zip code, or state in collaboration with the 988 Lifeline Administrator, centers, and State, Territory, or Tribal authorities.

Any changes will be documented in the Vibrant’s routing system.

At the time of this agreement, the following is the designate coverage area:

Calls:

Primary:

Backup:

Subnetwork:

Chat/Text:

Videophone:

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EXHIBIT 1(b)

Hours of Operation

Calls: Primary, Backup, Subnetwork or Not Applicable

Day Open Closed

Monday

Tuesday

Wednesday

Thursday

Friday

Saturday

Sunday

Chat/Text: Local, National or Not Applicable

Monday

Tuesday

Wednesday

Thursday

Friday

Saturday

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Video Phone: Local, National or Not Applicable

Monday

Tuesday

Wednesday

Thursday

Friday

Saturday

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EXHIBIT 1(c)

988 Lifeline Telephone Number

Termination Number: ________________________________________

The Center attests that the supplied termination number is a dedicated and unique line for receiving 988 Lifeline calls in order to better aid the Center and

988 Lifeline Administrator with data collection and quality assurance measures.

Center: (Initial) ________

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EXHIBIT 2

SAMHSA CYBERSECURITY REQUIREMENTS FOR 988*

The following is an outline of SAMHSA requirements for 988 crisis centers to ensure cybersecurity standards and protections are in place to protect 988-related infrastructure and user information. All centers participating in the 988 Network must evaluate and utilize the requirements and language below.

All external systems and platforms also must ensure the following conditions are met as applicable:

● Centers should adopt essential practices consistent with HHS Cybersecurity Performance Goals.

● Centers must have formal information security and privacy policies, refreshed annually and/or when there is a change, and be able to provide a copy of their policies upon request, including a security assessment plan. These policies should cover all business geographies and functions including subcontractors.

● Staff must complete annual cybersecurity and privacy awareness training and maintain records of staff and contractors completing such training.

● Centers must ensure each product or workstream will have a tested incident response plan updated annually and a crisis communications plan for real-time communication flow and incident reporting procedures.

● Centers must ensure continuous monitoring and annual penetration testing to determine security and privacy controls are operating as intended.

● Centers must ensure the protection of all data and information through standards for encryption and the use of multi-factor authentication.

● Centers must have a plan to implement and test backup solutions regularly by channel, which minimizes the amount of cutover time.

● Centers must have a web application firewall to protect web applications from a variety of application layer attacks.

● Centers using any external technology must ensure consistent experience and privacy for the person in crisis per Lifeline standards and not introduce features that introduce preventable variability in response.

● Centers must ensure that any cloud service provider has an established service-level agreement that defines performance metrics, how they will be monitored, and penalties for failure to meet them, as well as data lifecycle management, and roles, responsibilities, and reporting requirements.

● Centers must ensure user information is protected commensurate with determined risk levels and protect records about individuals retrieved by personal identifiers such as a name, social security number, or other identifying number or symbol.

● Centers must conduct an annual business continuity analysis that can identify and address other opportunities to improve incident management and communications plans.

● Centers must maintain an inventory of information system assets, refreshed annually, that document the identification, ownership, usage, location, and configuration for each asset.

● Given the critical importance of the privacy of people who are reaching out for crisis support, the center must ensure that the personal information collected is not disclosed or shared with tracking technologies without the individual’s documented informed consent.

● Centers should have a third-party risk management program that reviews third party software products and services purchased and deployed in the contact centers network. Centers should

Vibrant Emotional Health/988 Suicide & Lifeline Network Agreement 17 https://hphcyber.hhs.gov/performance-goals.html conduct risk assessments prior to deploying new software in their network and set expectations for clear cyber incident reporting from third party vendors from which they purchase and deploy products.

● Centers must ensure appropriate staff or sub awardees who can implement best infrastructure and site reliability practices

● Centers must use automated tools where possible to manage system vulnerabilities (could include automatically downloading and installing operating system patches)

● Centers must manage security risk for which centers are responsible in accordance with specific timeframes

● Centers must maintain records management schedules

Centers must ensure appropriate staff or sub awardees who can implement best infrastructure and site reliability practices, safeguard information and information systems in accordance with the identified level of risk and report any discovered or unanticipated threats (recommended to be an hour or less) to the 988 Lifeline Administrator.

Ensure that any cloud service provider has an established service level agreement that defines performance metrics, how the service provider will be monitored, and penalties for failure to meet performance metrics, as well as data lifecycle management, and roles, responsibilities, and reporting requirements.

Support Records Management requirements during the period of performance. It is recommended that the vendor pattern record retention and disposition actions in accordance with one of the two Retention Schedules:

Enhanced 911 (archives.gov)

Suicide Prevention Data Center Records (archives.gov)

Ensure that all records retention and disposition actions are discussed and concurred with Tribal

Authorities for regions where the vendor platform operates.

*Edited to fit this agreement

Vibrant Emotional Health/988 Suicide & Lifeline Network Agreement 18 https://www.archives.gov/files/records-mgmt/rcs/schedules/independent-agencies/rg-0173/daa-0173-2021-0003_sf115.pdf?_ga=2.190816098.877877000.1675272281-306054056.1628877664 https://www.archives.gov/files/records-mgmt/rcs/schedules/departments/department-of-health-and-human-services/rg-0511/daa-0511-2016-0004_sf115.pdf

EXHIBIT 3

Provisional Status

Special Provisions Incorporated by Reference.

A. Section 5(a) of the Network Agreement shall be deleted and replaced with:

(a) In the event that at least thirty (30) days prior to the expiration of this initial term, Vibrant gives notice of an offer for renewal, including any and all applicable terms and conditions thereof, and the Center accepts such offer, then this Agreement shall be renewed for an additional one (1) year term. Thereafter, this Agreement shall automatically renew for successive one (1) year terms unless either Party provides written notice to the other, at least sixty (60) days prior to the end of the initial or any subsequent term, of its intention not to renew. All other provisions in the Agreement shall remain in full force and effect.

B. Section 1(f) shall be added to the Network Agreement:

(f) (i) The Center agrees that during the term of this Agreement it shall use its best efforts to obtain, as expeditiously as feasible, but in all events prior to the expiration of this Agreement, certification or licensure by an authority set forth in Attachment II of the Policies.

(ii) Upon the request of Vibrant, the Center shall promptly submit a written report to Vibrant which report shall set forth the status and details of the efforts and actions taken by the Center, and the outcome of the same, as of the date of the report, as well as the future plans of the Center regarding the process of certification and/or licensure of the Center (a “Status Report”).

Vibrant shall have the right, to be exercised in its sole and absolute discretion, to require the Center to submit a Status Report on a fixed regular and periodic basis throughout the term of this Agreement.

C. In the event that any term set forth in this Exhibit is inconsistent with any term of the Network Agreement, then the terms and conditions of this Exhibit shall supersede and control any such inconsistent terms.

Administrator: (Initial) ________

Network: (Initial) ________

Vibrant Emotional Health/988 Suicide & Lifeline Network Agreement 19

EXHIBIT 4

Consent to Assignment

This Consent to Assignment, dated as of [Date], is made by and between Mental Health Association of New York City, Inc. d/b/a Vibrant Emotional Health (the “Administrator”), [Assignee] (the “Assignee”) and [Assignor] (the “Assignor”).

WHEREAS, Vibrant and the Assignor are parties to that certain Network Agreement, dated as of [Date], as amended by [Subrecipient agreement /Amendments] (the “Network Agreement”);

WHEREAS, the Assignor has advised Vibrant that the Assignor and the Assignee have entered into a [Merger/Purchase] Agreement, pursuant to which [the Assignor will merge into and with the Assignee/the Assignee will acquire all of the outstanding capital stock of the Assignor/the Assignee will acquire substantially all of the assets owned by the Assignor]; and

WHEREAS, the Assignor wishes to assign the Network Agreement to the Assignee in connection with such transaction and has requested the consent of Vibrant as required by the Network Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby represent, warrant and covenant as follows:

1. The Assignee hereby represents that it will succeed to all of the rights of, and assume all of the liabilities of, the Assignor under the Network Agreement as of the effective date of the [Merger/Purchase] Agreement.

2. The Assignee hereby covenants to perform each obligation of the Assignor as set forth in the Network Agreement, effective from and after the date of the [Merger/Purchase] Agreement.

3. Based solely on the representations of the Assignor and the Assignee set forth herein, Vibrant hereby agrees to accept performance from, and confer all benefits of the Assignor under the Network Agreement to the Assignee from and after the date of the [Merger/Purchase] Agreement.

4. Accordingly, the parties hereby agree that as of the date of the [Merger/Purchase] Agreement, all references to the Assignor in the Network Agreement shall be deemed to be to the Assignee.

[Signature page to follow]*

*In the event that an Assignee’s signature is unavailable, a Certification of Merger may be substituted.

Vibrant Emotional Health/988 Suicide & Lifeline Network Agreement 20

AGREED TO AND ACCEPTED BY:

Vibrant: Vibrant Emotional Health

By:

Name:

Title:

Date:

THE ASSIGNOR

By:

Name:

Title:

Date:

THE ASSIGNEE

By:

Name:

Title:

Date:

Vibrant Emotional Health/988 Suicide & Lifeline Network Agreement 21

EXHIBIT 5

Notice of Name Change

This Notice, dated as of [Date], is made by [New Name] f/k/a [Old Name] (the “Center”) in favor of the Mental Health Association of New York City, Inc. d/b/a Vibrant Emotional Health (the “Administrator”).

WHEREAS, Vibrant and the Center are parties to that certain Network Agreement, dated as of [Date], as amended by [Subrecipient agreement /Amendments] (the “Network Agreement”), pursuant to which the Center must notify Vibrant of any legal change to its name; and

WHEREAS, the Center has advised Vibrant that, effective as of [Date], the Center has changed its name under the laws of the [Jurisdiction], and that all past and future contracts should identify [New Name] as the applicable contract party.

NOW, THEREFORE, the Center hereby represents, warrants and covenants as follows:

1. [New Name] hereby represents that it is the same corporate entity as [Old Name], having all rights and obligations of [Old Name] under the Network Agreement.

2. Accordingly, as of the date hereof, all references to [Old Name] in the Network Agreement shall be deemed to be to [New Name].

In witness whereof, the Center hereby executes this Notice as of the date first above written.

THE CENTER

By: _________________________________________

Name: ______________________________________

Title: ________________________________________

Date: ________________________________________

Vibrant Emotional Health/988 Suicide & Lifeline Network Agreement 22

ATTACHMENT I

Network Resource Center: https://networkresourcecenter.org/

Guidance Documents Referenced in Network Agreement Policies that are housed on the NRC include:

● Code of Ethics Template

● Guidelines for Working with Abusive Contacts

● Guidance for Supporting Familiar Contacts

● Insurance Reimbursement Guidance

● 988 Lifeline Requirements and Recommendations for Crisis Center Follow-Up

● 988 Lifeline Warm Transfer Guidelines and Procedures

● Making Referrals and Warm Transfers to External Organizations

● Receiving External Warm Transfers from State/National Partners

● Suicide Safety Policy: Supplemental Guide

● Triaging Guidance

● Violence Assessment and Threat Management Guidance

Vibrant Emotional Health/988 Suicide & Lifeline Network Agreement 23 https://networkresourcecenter.org/

Vibrant Emotional Health/988 Suicide & Lifeline Network Agreement 24

ATTACHMENT II

Lifeline/988 Policies [ July 1, 2024]

All capitalized terms appearing in these Policies, and not otherwise defined in these Policies, are deemed to have the assigned definition given in the Network Agreement of which this Attachment I is a part.

The 988 Suicide and Crisis Lifeline center may utilize their own policies and procedures in working with Lifeline contacts, but those policies and procedures must be alignment with all policies and guidelines provided by the Vibrant as the 988 Suicide and Crisis Lifeline Administator as related to the answering of Lifeline contacts.

The following Lifeline Policies are to be implemented and upheld at each center:

● 988 Suicide & Crisis Lifeline Policy on 988 Lifeline Crisis Chat and Text Centers

● 988 Suicide & Crisis Lifeline Policy on Accreditation

● 988 Suicide & Crisis Lifeline Policy on Center Operations

● 988 Suicide & Crisis Lifeline Policy on Clinical Training

● 988 Suicide & Crisis Lifeline Policy on Compliance

● 988 Suicide & Crisis Lifeline Policy on Cultural Competency and Accessibility

● 988 Suicide & Crisis Lifeline Policy on Data Collection and Clinical Contact Records

● 988 Suicide & Crisis Lifeline Policy on Familiar Contacts

● 988 Suicide & Crisis Lifeline Policy on Follow-up

● 988 Suicide & Crisis Lifeline Policy on Insurance Reimbursements

● 988 Suicide & Crisis Lifeline Policy on Media and Communications

● 988 Suicide & Crisis Lifeline Policy on Member Center Insurance

● 988 Suicide & Crisis Lifeline Policy on Performance Improvement Plans

● 988 Suicide & Crisis Lifeline Policy on Referring Callers, Chatters, Texters, Videophone Users

● 988 Suicide & Crisis Lifeline Policy on Research and Evaluation

● 988 Suicide & Crisis Lifeline Policy on Quality Improvement

● 988 Suicide…