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HomeMy WebLinkAboutPR 22530: CONTRACT WITH TEXAS DEPARTMENT OF STATE HEALTH SERVICES TO PROVIDE TB SERVICES IN SOUTH JEFFERSON COUNTY Ciro of ort rthur Ti°.rctr www.PortArthurTx.gov INTEROFFICE MEMORANDUM Date: April 26, 2022 To: The Honorable Mayor and City Council Through: Ron Burton, City Manager From: Judith A. Smith, RN, BSN, Director of Health Services RE: Authorization to approve the Contract amendment between Texas Department of State Health Services and the City of Port Arthur to provide TB services in South Jefferson County. The Contract is effective on September 1, 2022 through August 31, 2023. This Contract requires a 20% Match. Introduction: The intent of this Agenda item is to seek the City Council's approval for the City Manager to renew the contract between the Department of State Health Services and the City of Port Arthur for the Tuberculosis program in the not to exceed amount of$35,769.00. This Contract requires a 20%Match of$7,154.00 The total amount will not exceed $42,923.00 Background: These are state funds that have been awarded to the city of Port Arthur since 2015. The Contract is between the Department of State Health Services and the City of Port Arthur, and it allows the Health Department the ability to provide basic services and associated activities for tuberculosis (TB) prevention and control, and expanded outreach services to individuals of identified special populations who have or who are at risk of developing Tuberculosis (TB). Budget Impact: This award is for $35,769.00 and includes a 20% cash match of $7,154.00 from the city's general fund for FY 2023. This match is contingent on the $7,154.00 being budgeted in the city's general fund for FY 2022-2023. Recommendation: It is recommended that the Council approve P.R.No. 22530,the contract between the Department of State Health Services and the City of Port Arthur for TB services for the period September 1, 2022,through August 31, 2023 "Remember,we are here to serve the Citizens of Port Arthur" P.O.Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8101 X FAX 409.982.6743 P.R.No. 22530 04/26/2022 js RESOLUTION NO. A RESOLUTION APPROVING THE CONTRACT BETWEEN THE CITY OF PORT ARTHUR AND THE DEPARTMENT OF STATE HEALTH SERVICES IN THE AMOUNT OF $35,769.00 WITH A 20% CASH CITY MATCH OF $7,154.00 FOR A COMBINED TOTAL NOT TO EXCEED $42,923.00. THIS IS CONTINGENT ON THE $7,154.00 BEING BUDGETED AND APPROVED IN THE CITY'S GENERAL FUND FOR FY 2023. THE CONTRACT PERIOD IS FROM SEPTEMBER 1, 2022 THROUGH AUGUST 31, 2023. WHEREAS, the Department of State Health Services has provided state funds to the City of Port Arthur since 2015 to provide basic services and associated activities for tuberculosis (TB) prevention and control, and expanded outreach services to special populations who at risk; and, WHEREAS, this funding will continue to provide financial assistance to the Port Arthur City Health Department to continue to provide necessary TB services in South Jefferson County; and, WHEREAS, the total amount of the contract will not exceed $42,923.00. This includes the Department of State Health Service's share of$35,769.00 and the City of Port Arthur's share of $7,154.00, for a total not to exceed $42,923.00 for the period beginning September 1, 2022 through August 31, 2023; and, WHEREAS, this resolution is contingent on the 20% city match of $7,154.00 being budgeted and approved in the City's General Fund for FY 2022-2023 budget period; and, WHEREAS, this will cover a portion of salaries and travel for the TB clinic staff in the Health Department. P.R.No. 22530 04/26/2022 js NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That, the facts and opinions in the preamble are true and correct. Section 2. That, the City Council of the City of Port Arthur hereby accepts and approves the Department of State Health Service providing funds for Tuberculosis Prevention and Control in the amount of$35,769.00 and the city match of$7,154.00. Section 3. That, the City Council deems it is in the best interest of the City to approve and authorize the City Manager and the Director of the City's Health Department to execute the contract between the Department of State Health Services and the City of Port Arthur in substantially the same form as delineated in Exhibit"A". Section 4. That, a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ,ADOPTED,AND APPROVED,this day of May,2022 A.D., at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following Vote: AYES: Mayor: Councilmembers: NOES: P.R.No. 22530 04/26/2022-js Thurman Bartie, Mayor ATTEST: Sherri Bellard, City Secretary AP ROVED AS TO FORM: kitfr 1 Val Tizeno?Ci Attorney iiiik,C, I��i�L` tY Y APPROVED FOR ADMINISTRATION: CAI d� Ron Burton, City Manager JuditA. Smith,RN,BSN Director of Health Services APPROVED AS TO AVAILABILITY OF FUNDS: Kandy Dani 'Iybirector of Finance EXHIBIT "A" DocuSign Envelope ID:4909C06E-0BDA-4D2A-AB71-E414EB10C25A INTERLOCAL COOPERATION CONTRACT DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS001182200022 TUBERCULOSIS PREVENTION AND CONTROL—STATE(TB/PC-STATE) GRANT PROGRAM The DEPARTMENT OF STATE HEALTH SERVICES("System Agency") and PORT ARTHUR HEALTH DEPARTMENT(CITY OF PORT ARTHUR) ("Grantee"), each a"Party" and collectively the "Parties," enter into the following contract to provide State funding for Tuberculosis Prevention and Control (the"Contract")pursuant to the provisions of the"Interlocal Cooperation Act," Chapter 791 of the Texas Government Code. I. PARTIES System Agency Local Government Department of State Health Services Port Arthur Health Department Attention: Lacy Alexander Attention: Judith A. Smith 1100 W. 49th Street, MC 1990 449 Austin Avenue Austin, Texas 78756 Port Arthur, Texas 77640 lacy.alexanderndshs.texas.gov judith.smith@portarthurtx.gov II. STATEMENT OF SERVICES TO BE PROVIDED The Parties agree to cooperate to provide necessary and authorized services and resources in accordance with the terms of this Contract. Specific services provided are described in Attachment A—Statement of Work. III. CONTRACT PERIOD AND RENEWAL The Contract is effective on September 1, 2022, or the signature date of the latter of the Parties to sign this Contract,whichever is later,and terminates on August 31,2023,unless renewed,extended, or terminated pursuant to the terms and conditions of the Contract. The System Agency,at its own discretion,may extend this Contract subject to terms and conditions mutually agreeable to both Parties. The Contract may be renewed for up to four(4)additional one- year periods, with renewal initiated at the sole discretion of System Agency. Continued funding of the Contract in future years is contingent upon the availability of funds and the satisfactory performance of the Local Government during the prior Contract period. Funding may vary and is subject to change each renewal period. Reimbursement will only be made for those allowable expenses that occur within the term of the Contract. IV. AMENDMENT The Parties to this Contract may modify this Contract only through the execution of a written amendment signed by both Parties. DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A V. CONTRACT AMOUNT AND PAYMENT FOR SERVICES The total amount of this Contract will not exceed $42,923.00. This includes System Agency's share of$35,769.00 and Grantee's required match amount of$7,154.00. All expenditures under this Contract will be in accordance with Attachment B, Budget. Indirect Cost Rate: The Grantee's acknowledged or approved Indirect Cost Rate (ICR) is contained within ATTACHMENT B, BUDGET and either the ICR Acknowledgement Letter, ICR Acknowledgement Letter—Ten Percent De Minimis, or the ICR Agreement Letter is attached to this Contract and incorporated as ATTACHMENT F,INDIRECT COST RATE LETTER. If an Indirect Cost Rate Letter is required but it is not issued at the time of Contract execution, the Parties agree to amend the Contract to include the Indirect Cost Rate Letter as ATTACHMENT F and revise ATTACHMENT B when the Indirect Cost Rate Letter is issued. If the System Agency, at its sole discretion, approves or acknowledges an updated indirect cost rate,the new rate,together with the revised ICR Acknowledgement Letter,ICR Acknowledgement Letter— Ten Percent De Minimis, or the ICR Agreement Letter, will be included in the revised ATTACHMENT F and amended ATTACHMENT B. VI. LEGAL NOTICES Legal Notices under this Contract shall be deemed delivered when deposited either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required, to the appropriate address below: System Agency Department of State Health Services 1100 W. 49th Street, MC 1919, M526 Austin, Texas 78756 Attention: General Counsel Local Government Port Arthur Health Department P.O. Box 1089 Port Arthur, Texas 77640 Attention: Ron Burton, City Manager Notice given in any other manner shall be deemed effective only if and when received by the Party to be notified. Either Party may change its address for receiving legal notice by notifying the other Party in writing. VII. CERTIFICATIONS The undersigned contracting Parties certify that: DSHS Contract No.HHS001182200022 Page 2 of 8 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A (1) The services specified above are necessary and essential for activities that are properly within the statutory functions and programs of the affected agencies of state government; (2) Each Party executing this Contract on its behalf has full power and authority to enter into this Contract; (3) The proposed arrangements serve the interest of efficient and economical administration of state government; and (4) The services contracted for are not required by Section 21, Article XVI of the Constitution of Texas to be supplied under a contract awarded to the lowest responsible bidder. The System Agency further certifies that it has statutory authority to contract for the services described in this Contract under Texas Health and Safety Code Chapter 12 or 1001. SIGNATURE PAGE FOLLOWS DSHS Contract No.HHS001182200022 Page 3 of 8 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No.HHS001182200022 DEPARTMENT OF STATE HEALTH SERVICES PORT ARTHUR HEALTH DEPARTMENT (CITY OF PORT ARTHUR) Signature Signature Printed Name Printed Name Title Title Date Date THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO. HHS001182200022 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A—STATEMENT OF WORK ATTACHMENT B—BUDGET ATTACHMENT C—UNIFORM TERMS AND CONDITIONS ATTACHMENT D—CONTRACT AFFIRMATIONS ATTACHMENT E—DATA USE AGREEMENT ATTACHMENTS FOLLOW DSHS Contract No.HHS001182200022 Page 4 of 8 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A ATTACHMENT A—STATEMENT OF WORK I. Grantee Responsibilities Grantee will: A. Establish parameters in which local health departments("LHDs")receiving state funds will deliver services to maintain an effective infrastructure that promotes consistent public health practices for the health and well-being of Texans. B. Comply with all applicable federal and state statutes and regulations, policies and guidelines as revised. C. Comply with the most current version of the DSHS Tuberculosis Work Plan that is currently available online and can be accessed at: https://www.dshs.texas.gov/disease/tb/programs.shtm#workplan. D. Provide matching funds of no less than 20% of the total budget reflected in the Contract. E. Provide match at the required percentage or DSHS may withhold payments, use administrative offsets, or request a refund from Grantee until such time as the required match ratio is met.No federal or other grant funds can be used as part of meeting the match requirement. F. Ensure no DSHS funds or matching funds are used for: 1. Entertainment, or 2. Sectarian worship, instruction, or proselytization. Food and incentives are allowed using DSHS funds but are not allowed for matching funds. G. Not lapse more than 1% of the total funded amount of the Contract. During the term of this Contract, DSHS reserves the right to decrease funding amounts as a result of the Grantee's budgetary shortfalls and/or due to the Grantee lapsing more than 1% of total funds. H. Maintain and adjust spending plan throughout the Contract term to avoid lapsing funds. I. Maintain staffing levels to meet required activities of the Contract and to ensure all funds in the personnel category are expended. J. Agree to read the Texas Grant Management Standards(TxGMS),that is currently available online and can be accessed at: https://comptroller.texas.gov/purchasing/grant- management/, and work with DSHS staff regarding the management of funds received under this Contract. K. Enter all collected TB information into the DSHS-designated state TB information system, DSHS Contract No.HHS001182200022 Page 5 of 8 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A including all data fields on the Report of Verified Case of Tuberculosis (RVCT), any laboratory results received locally and any additional clinical information, according to documented timelines and specifications. Data entered into DSHS data systems will be considered submitted to DSHS. II. Performance Measures DSHS will monitor the Grantee's performance of the responsibilities set forth within the Statement of Work(Attachment A) and compliance with the Contract's terms and conditions. If Grantee fails to meet any of the performance measures, Grantee will respond to any finding in a written narrative explaining the barriers and the plan to address those barriers. This requirement does not excuse any violation of this Contract, nor does it limit DSHS as to any options available under the Contract regarding breach. III.Invoice and Payment A. Grantee will request payments monthly using the State of Texas Purchase Voucher(Form B-13) at http://www.dshs.texas.gov/grants/forms/b13form.doc. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below. Invoices must be submitted monthly to prevent delays in subsequent months. Grantees that do not incur expenses for a month are required to submit timely"zero"dollar invoices. Invoices and all supporting documentation must be emailed to invoices a,dshs.texas.gove and cmsinvoices@dshs.texas.gov simultaneously. Grantee must submit a final close out invoice and final financial status report no later than 45 days following the end of the fiscal year. Invoices received more than 45 days after the end of the fiscal year are subject to denial of payment. Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512)458-7442 EMAIL: invoices@dshs.texas.gov and CMSinvoices@dshs.texas.gov B. Grantee will be paid on a cost reimbursement basis and in accordance with Attachment B of this Contract. C. Grantee must submit final Financial Status Report ("FSR") and final reimbursement or payment request no later than forty-five (45) calendar days following the end of the Contract term. The Grantee will submit the Financial Status Report (FSR-269A) at two reporting intervals during the Contract term. The FSRs will be submitted bi-annually as outlined below and in alignment with the Contract term. IV.Programmatic Reporting Requirements DSHS Contract No.HHS001182200022 Page 6 of 8 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A Report Name Frequency Period Begin Period End Due Date Annual Progress Report Annually Sept. 1, 2022 August 31, 2023 April 1, 2023 Financial Status Report Bi-annually Sept. 1, 2022 February 28, March 31, 2023 ("FSR") 2023 FSR Bi-annually March 1, 2023 August 31, 2023 October 15, 2023 Final Quarter-Match Reimbursement/ Annually June 1, 2023 August 31, 2023 October 15, 2023 Certification Form ("Form B-13A") Submission Instructions: Annual Report: Submit program reports to the TB Reporting Mailbox: TBContractReporting@dshs.texas.gov Financial Status Reports: Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin, Texas 78714-9347 Fax: (512) 458-7442 Email: invoices@dshs.texas.gov and CMSinvoices@a,dshs.texas.gov (Remainder of Page Intentionally Left Blank) DSHS Contract No.HHS001182200022 Page 7 of 8 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A ATTACHMENT B BUDGET (September 1, 2022—August 31, 2023) Budget Categories DSHS Funds Cash Match Category Total Personnel $24,374.00 $0.00 $24,374.00 Fringe Benefits $11,212.00 $0.00 $11,212.00 Travel $183.00 $234.00 $417.00 Equipment $0.00 $0.00 $0.00 Supplies $0.00 $6,260.00 $6,260.00 Contractual $0.00 $0.00 $0.00 Other $0.00 $660.00 $660.00 Total Direct Costs $35,769.00 $7,154.00 $42,923.00 Indirect Costs $0.00 $0.00 $0.00 Totals $35,769.00 $7,154.00 $42,923.00 (Remainder of the page intentionally left blank) DSHS Contract No.HHS00 1 1 82200022 Page 8 of 8 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A Attachment C 1i T/ TExAs : C..' Health and Human Services • ........ Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.0 Published and Effective — August 2021 Responsible Office: Chief Counsel DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A ABOUT THIS DOCUMENT In this document, Grantees(also referred to in this document as subrecipients or contractors)will find requirements and conditions applicable to grant funds administered and passed-through by both the Texas Health and Human Services Commission(HHSC)and the Department of State Health Services(DSHS). These requirements and conditions are incorporated into the Grant Agreement through acceptance by Grantee of any funding award by HHSC or DSHS. The terms and conditions in this document are in addition to all requirements listed in the RFA, if any,under which applications for this grant award are accepted,as well as all applicable federal and state laws and regulations. Applicable federal and state laws and regulations may include,but are not limited to: 2 CFR Part 200, Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards; requirements of the entity that awarded the funds to HHS; Chapter 783 of the Texas Government Code; Texas Comptroller of Public Accounts' agency rules(including Uniform Grant and Contract Standards set forth in Title 34, Part 1, Chapter 20, Subchapter E,Division 4 of the Texas Administrative Code);the Texas Grant Management Standards(TxGMS)developed by the Texas Comptroller of Public Accounts; and the Funding Announcement, Solicitation, or other instrument/documentation under which HHS was awarded funds. HHS, in its sole discretion,reserves the right to add requirements,terms, or conditions. HHS Uniform Terms and Conditions—Grant v 3.0 Effective August 2021 Page 2 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 6 1.1 DEFINITIONS 6 1.2 INTERPRETIVE PROVISIONS 7 ARTICLE II. PAYMENT PROVISIONS 8 2.1 PROMPT PAYMENT 8 2.2 TAXES 8 2.3 ANCILLARY AND TRAVEL EXPENSES 9 2.4 BILLING 9 2.5 USE OF FUNDS 9 2.6 USE FOR MATCH PROHIBITED 9 2.7 PROGRAM INCOME 9 2.8 NONSUPPLANTING 9 2.9 INDIRECT COST RATES 10 ARTICLE III. STATE AND FEDERAL FUNDING 10 3.1 EXCESS OBLIGATIONS PROHIBITED 10 3.2 No DEBT AGAINST THE STATE 10 3.3 DEBTS AND DELINQUENCIES 10 3.4 REFUNDS AND OVERPAYMENTS 10 ARTICLE IV.ALLOWABLE COSTS AND AUDIT REQUIREMENTS 11 4.1 ALLOWABLE COSTS 1 1 4.2 AUDITS AND FINANCIAL STATEMENTS 1 1 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS 12 ARTICLE V. WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 12 5.1 WARRANTY 12 5.2 GENERAL AFFIRMATIONS 13 5.3 FEDERAL ASSURANCES 13 5.4 FEDERAL CERTIFICATIONS 13 5.5 STATE ASSURANCES 13 HHS Uniform Terms and Conditions—Grant v 3.0 Effective August 2021 Page 3 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A ARTICLE VI. INTELLECTUAL PROPERTY 13 6.1 OWNERSHIP OF WORK PRODUCT 13 6.2 GRANTEE'S PRE-EXISTING WORKS 14 6.3 THIRD PARTY IP 14 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS 14 6.5 DELIVERY UPON TERMINATION OR EXPIRATION 14 6.6 SURVIVAL 15 6.7 SYSTEM AGENCY DATA 15 ARTICLE VII. PROPERTY 15 7.1 USE OF STATE PROPERTY 15 7.2 DAMAGE TO STATE PROPERTY 16 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT 16 7.4 EQUIPMENT AND PROPERTY 16 ARTICLE VIII. RECORD RETENTION,AUDIT,AND CONFIDENTIALITY 17 8.1 RECORD MAINTENANCE AND RETENTION 17 8.2 AGENCY'S RIGHT TO AUDIT 17 8.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS 18 8.4 STATE AUDITOR'S RIGHT TO AUDIT 18 8.5 CONFIDENTIALITY 18 ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES 18 9.1 REMEDIES 18 9.2 TERMINATION FOR CONVENIENCE 19 9.3 TERMINATION FOR CAUSE 19 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS 20 9.5 INHERENTLY RELIGIOUS ACTIVITIES 20 9.6 POLITICAL ACTIVITIES 20 ARTICLE X. INDEMNITY 21 10.1 GENERAL INDEMNITY 21 10.2 INTELLECTUAL PROPERTY 21 10.3 ADDITIONAL INDEMNITY PROVISIONS 21 ARTICLE XI. GENERAL PROVISIONS 22 11.1 AMENDMENTS 22 11.2 No QUANTITY GUARANTEES 22 HHS Uniform Terms and Conditions—Grant v 3.0 Effective August 2021 Page 4 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A 11.3 CHILD ABUSE REPORTING REQUIREMENTS 22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS 22 11.5 INSURANCE AND BONDS 23 11.6 LIMITATION ON AUTHORITY 23 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS 24 11.8 SUBCONTRACTORS 24 11.9 PERMITTING AND LICENSURE 24 11.10 INDEPENDENT CONTRACTOR 24 11.11 GOVERNING LAW AND VENUE 25 11.12 SEVERABILITY 25 11.13 SURVIVABILITY 25 11.14 FORCE MAJEURE 25 11.15 NO IMPLIED WAIVER OF PROVISIONS 25 11.16 FUNDING DISCLAIMERS AND LABELING 25 11.17 MEDIA RELEASES 26 11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS 26 11.19 SOVEREIGN IMMUNITY 26 11.20 ENTIRE CONTRACT AND MODIFICATION 27 11.21 COUNTERPARTS 27 11.22 PROPER AUTHORITY 27 11.23 E-VERIFY PROGRAM 27 11.24 CIVIL RIGHTS 27 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS 28 11.26 DISCLOSURE OF LITIGATION 28 11.27 NO THIRD PARTY BENEFICIARIES 29 11.28 BINDING EFFECT 29 HHS Uniform Terms and Conditions—Grant v 3.0 Effective August 2021 Page 5 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.1 DEFINITIONS As used in this Grant Agreement, unless a different definition is specified, or the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amendment"means a written agreement, signed by the Parties, which documents changes to the Grant Agreement. "Contract"or"Grant Agreement"means the agreement entered into by the Parties, including the Signature Document,these Uniform Terms and Conditions,along with any attachments and amendments that may be issued by the System Agency. "Deliverables"means the goods, services, and work product, including all reports and project documentation, required to be provided by Grantee to the System Agency. "DSHS"means the Department of State Health Services. "Effective Date"means the date on which the Grant Agreement takes effect. "Federal Fiscal Year"means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP"means Generally Accepted Accounting Principles. "GASB"means the Governmental Accounting Standards Board. "Grantee"means the Party receiving funds under this Grant Agreement. May also be referred to as "subrecipient" or"contractor" in this document. "HHSC"means the Texas Health and Human Services Commission. "Health and Human Services"or"HHS"includes HHSC and DSHS. "Intellectual Property Rights"means the worldwide proprietary rights or interests, including patent, copyright, trade secret, and trademark rights, as such right may be evidenced by or embodied in: i. any idea, design, concept,personality right, method,process, technique, apparatus, invention, discovery, or improvement; ii. any work of authorship, including any compilation, computer code, website or web page design, literary work,pictorial work, or graphic work; iii. any trademark, service mark, trade dress, trade name,branding, or other indicia of source or origin; iv. domain name registrations; and v. any other proprietary or similar rights. The Intellectual Property Rights of a Party include all worldwide proprietary rights or interests that the Party may have acquired by assignment,by exclusive license, or by license with the right to grant sublicenses. "Parties"means the System Agency and Grantee, collectively. "Party"means either the System Agency or Grantee, individually. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 6 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A "Project"means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. "Signature Document"means the document executed by all Parties for this Grant Agreement. "Solicitation," "Funding Announcement" or"Request for Applications (RFA)"means the document(including all exhibits, attachments, and published addenda), issued by the System Agency under which applications for grant funds were requested, which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "Solicitation Response" or"Application"means Grantee's full and complete Solicitation response (including any attachments and addenda), which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "State Fiscal Year"means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Textravel"means the Texas Comptroller of Public Accounts' state travel rules, policies, and guidelines. "Statement of Work"means the description of activities Grantee must perform to complete the Project, as specified in the Grant Agreement and as may be amended. "System Agency"means HHSC or DSHS,as applicable. "Work Product"means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software, programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports,whether finished or unfinished, and whether or not included in the deliverables, that are developed,produced, generated or provided by Grantee in connection with Grantee's performance of its duties under the Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards" or"TxGMS"means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code, to promote the efficient use of public funds in local government and in programs requiring cooperation among local, state, and federal agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency. Additionally, except as otherwise provided by applicable law, in the event of a conflict between TxGMS and applicable federal or state law, federal law prevails over state law and state law prevails over TxGMS. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. B. The words "hereof," "herein," "hereunder," and similar words refer to this Grant Agreement as a whole and not to any particular provision, section, attachment, or schedule of this Grant Agreement unless otherwise specified. C. The term"including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Grant Agreement, (i) references to contracts HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 7 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A (including this Grant Agreement) and other contractual instruments shall be deemed to include all subsequent Amendments and other modifications,but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Grant Agreement, and(ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. D. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Grant Agreement are references to these documents as amended,modified, or supplemented during the term of the Grant Agreement. E. The captions and headings of this Grant Agreement are for convenience of reference only and do not affect the interpretation of this Grant Agreement. F. All attachments, including those incorporated by reference, and any Amendments are considered part of the terms of this Grant Agreement. G. This Grant Agreement may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative. H. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver will be deemed modified by the phrase "in its sole discretion." I. Time is of the essence in this Grant Agreement. J. Prior to execution of the Grant Agreement, Grantee must notify System Agency's designated contact in writing of any ambiguity, conflict, discrepancy, omission, or other error. If Grantee fails to notify the System Agency designated contact of any ambiguity, conflict, discrepancy, omission or other error in the Grant Agreement prior to Grantee's execution of the Grant Agreement, Grantee: i. Shall have waived any claim of error or ambiguity in the Grant Agreement; and ii. Shall not contest the interpretation by the System Agency of such provision(s). No grantee will be entitled to additional reimbursement,relief, or time by reason of any ambiguity, conflict, discrepancy, exclusionary specification, omission, or other error or its later correction. ARTICLE II. PAYMENT PROVISIONS 2.1 PROMPT PAYMENT Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment. 2.2 TAXES Grantee represents and warrants that it shall pay all taxes or similar amounts resulting from the Grant Agreement, including,but not limited to, any federal, State, or local income, sales or excise taxes of Grantee or its employees. System Agency shall not be liable for any taxes resulting from the Grant Agreement. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 8 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB 10C25A 2.3 ANCILLARY AND TRAVEL EXPENSES A. Except as otherwise provided in the Grant Agreement, no ancillary expenses incurred by the Grantee in connection with its provision of the services or deliverables will be reimbursed by the System Agency. Ancillary expenses include,but are not limited to, costs associated with transportation, delivery, and insurance for each deliverable. B. Except as otherwise provided in the Grant Agreement, when the reimbursement of travel expenses is authorized by the Grant Agreement, all such expenses will be reimbursed in accordance with the rates set by the Texas Comptroller's Textravel guidelines, which can currently be accessed at: https://fmx.cpa.texas.gov/fmx/travel/textravel/. 2.4 BILLING Unless otherwise provided in the Grant Agreement, Grantee shall bill the System Agency in accordance with the Grant Agreement. Unless otherwise specified in the Grant Agreement, Grantee shall submit requests for reimbursement or payment monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.5 USE OF FUNDS Grantee shall expend funds under this Grant Agreement only for approved services and for reasonable and allowable expenses directly related to those services. 2.6 USE FOR MATCH PROHIBITED Grantee shall not use funds provided under this Grant Agreement for matching purposes in securing other funding without the written approval of the System Agency. 2.7 PROGRAM INCOME Program income refers to gross income directly generated by a supporting activity during the period of performance. Unless otherwise required under the Grant Agreement, Grantee shall use Program Income, as provided in TxGMS, to further the Project, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report Program Income in accordance with the Grant Agreement, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Grant Agreement term, when earned, and may not carry Program Income forward to any succeeding term. Grantee shall refund Program Income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding levels, in part,upon Grantee's proficiency in identifying,billing, collecting, and reporting Program Income, and in using Program Income for the purposes and under the conditions specified in this Grant Agreement. 2.8 NONSUPPLANTING Grant funds must be used to supplement existing, new or corresponding programming and related activities. Grant funds may not be used to supplant(replace) existing funds that have been appropriated, allocated, or disbursed for the same purpose. System Agency may conduct Grant monitoring or audits may be conducted to review, among other things, Grantee's compliance with this provision. HHS Uniform Terms and Conditions-Grant v.3.0 Effective August 2021 Page 9 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414E1310C25A 2.9 INDIRECT COST RATES The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for all applicable Grant Agreements. For subrecipients receiving federal funds, indirect cost rates will be determined in accordance with applicable law including, but not limited to, 2 CFR 200.414(f). For recipients receiving state funds, indirect costs will be determined in accordance with applicable law including, but not limited to, TxGMS. Grantees funded with blended federal and state funding will be subject to both state and federal requirements when determining indirect costs. In the event of a conflict between TxGMS and applicable federal law or regulation, the provisions of federal law or regulation will apply._Grantee will provide any necessary financial documents to determine the indirect cost rate in accordance with the Uniform Grant Guidance (UGG) and TxGMS. ARTICLE III. STATE AND FEDERAL FUNDING 3.1 EXCESS OBLIGATIONS PROHIBITED This Grant Agreement is subject to termination or cancellation, without penalty to System Agency, either in whole or in part, subject to the availability and actual receipt by System Agency of state or federal funds. System Agency is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If System Agency becomes subject to a legislative change,revocation of statutory authority, or lack of appropriated funds that would render either System Agency's or Grantee's delivery or performance under the Grant Agreement impossible or unnecessary, the Grant Agreement will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages that are caused or associated with such termination or cancellation, and System Agency will not be required to give prior notice. Additionally, System Agency will not be liable to Grantee for any remaining unpaid funds under this Grant Agreement at time of termination. 3.2 No DEBT AGAINST THE STATE This Grant Agreement will not be construed as creating any debt by or on behalf of the State of Texas. 3.3 DEBTS AND DELINQUENCIES Grantee agrees that any payments due under the Grant Agreement shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including,but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support during the entirety of the Grant Agreement term. 3.4 REFUNDS AND OVERPAYMENTS A. At its sole discretion, the System Agency may(i) withhold all or part of any payments to Grantee to offset overpayments,unallowable or ineligible costs made to the Grantee, or if any required financial status report(s)is not submitted by the due date(s); or(ii)require Grantee to promptly refund or credit-within thirty(30) calendar days of written notice— to System Agency any funds erroneously paid by System Agency which are not expressly authorized under the Grant Agreement. B. "Overpayments" as used in this Section include payments (i) made by the System HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 10 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A Agency that exceed the maximum allowable rates;(ii)that are not allowed under applicable laws, rules, or regulations; or(iii) that are otherwise inconsistent with this Grant Agreement, including any unapproved expenditures. Grantee understands and agrees that it shall be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Grant Agreement. Grantee further understands and agrees that reimbursement of such disallowed costs shall be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Grant Agreement. ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.1 ALLOWABLE COSTS A. Allowable Costs are restricted to costs that are authorized under Texas Uniform Grant Management Standards (TxGMS) and applicable state and federal rules and laws. This Grant Agreement is subject to all applicable requirements of TxGMS, including the criteria for Allowable Costs. Additional federal requirements apply if this Grant Agreement is funded, in whole or in part, with federal funds. B. System Agency will reimburse Grantee for actual,allowable, and allocable costs incurred by Grantee in performing the Project,provided the costs are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Grant Agreement. At its sole discretion, the System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. The System Agency may take repayment (recoup) from remaining funds available under this Grant Agreement in amounts necessary to fulfill Grantee's repayment obligations. Grantee and all payments received by Grantee under this Grant Agreement are subject to applicable cost principles, audit requirements, and administrative requirements including applicable provisions under 2 CFR 200, 48 CFR Part 31, and TxGMS. C. OMB Circulars will be applied with the modifications prescribed by TxGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.2 AUDITS AND FINANCIAL STATEMENTS A. Audits i. Grantee understands and agrees that Grantee is subject to any and all applicable audit requirements found in state or federal law or regulation or added by this Grant Agreement ii. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the form within thirty(30) calendar days after receipt of notice, Grantee maybe subject to sanctions and remedies for non-compliance. iii. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in federal funds awarded, Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200. The federal threshold amount includes federal funds passed through by way of state agency awards. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 11 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A iv. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in state funds awarded, Grantee shall have a single audit or program-specific audit in accordance with TxGMS. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and TxGMS. v. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or TxGMS, as applicable, for their program-specific audits. vi. Each Grantee required to obtain a single audit must competitively re-procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with applicable provisions of 2 CFR 200 and TxGMS. B. Financial Statements. Each Grantee that does not meet the expenditure threshold for a single audit or program- specific audit, must provide financial statements for the audit period. 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS A. Audits. Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year, Grantee shall submit one electronic copy of the single audit or program-specific audit to the System Agency via: i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single audit report@hhsc.state.tx.us. B. Financial Statements. Due no later than nine months after the Grantee's fiscal year-end, Grantees not required to submit an audit, shall submit one electronic copy of their financial statements via: i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: single audit report(2l hhsc.state.tx.us. ARTICLE V. WARRANTY, AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.1 WARRANTY Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement;and all deliverables shall be fit for ordinary use,of good quality,and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement, the System Agency may require Grantee, at its sole expense, to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith, require Grantee to accept the return of such work; and, iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 12 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A 5.2 GENERAL AFFIRMATIONS Grantee certifies that, to the extent affirmations are incorporated into the Grant Agreement, the Grantee has reviewed the affirmations and that Grantee is in compliance with all requirements. 5.3 FEDERAL ASSURANCES Grantee further certifies that, to the extent federal assurances are incorporated into the Grant Agreement, the Grantee has reviewed the federal assurances and that Grantee is in compliance with all requirements. 5.4 FEDERAL CERTIFICATIONS Grantee further certifies that, to the extent federal certifications are incorporated into the Grant Agreement, the Grantee has reviewed the federal certifications and that Grantee is in compliance with all requirements. In addition, Grantee certifies that it is in compliance with all applicable federal laws,rules, and regulations, as they may pertain to this Grant Agreement. 5.5 STATE ASSURANCES Except to the extent of any conflict under applicable law or requirements or guidelines of any federal awarding agency from which funding for this Grant Agreement originated, the Grantee must comply with the applicable state assurances included within the TxGMS which are incorporated here by reference. ARTICLE VI. INTELLECTUAL PROPERTY 6.1 OWNERSHIP OF WORK PRODUCT A. All right, title, and interest in the Work Product, including all Intellectual Property Rights therein,is exclusively owned by System Agency.Grantee and Grantee's employees will have no rights in or ownership of the Work Product or any other property of System Agency. B. Any and all Work Product that is copyrightable under United States copyright law is deemed to be "work made for hire" owned by System Agency, as provided by Title 17 of the United States Code. To the extent that Work Product does not qualify as a"work made for hire"under applicable federal law, Grantee hereby irrevocably assigns and transfers to System Agency, its successors and assigns, the entire right, title, and interest in and to the Work Product, including any and all Intellectual Property Rights embodied therein or associated therewith, and in and to all works based upon, derived from, or incorporating the Work Product, and in and to all income,royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past,present or future infringement based on the copyrights,and in and to all rights corresponding to the foregoing. C. Grantee agrees to execute all papers and to perform such other acts as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. D. In the event that Grantee has any rights in and to the Work Product that cannot be assigned to System Agency, Grantee hereby grants to System Agency an exclusive, worldwide, royalty-free, transferable, irrevocable, and perpetual license,with the right to HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 13 of 29 DocuSfgn Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A sublicense, to reproduce, distribute, modify, create derivative works of,publicly perform and publicly display, make,have made, use, sell and offer for sale the Work Product and any products developed by practicing such rights. E. The foregoing does not apply to Incorporated Pre-existing Works or Third Party IP that are incorporated in the Work Product by Grantee. Grantee shall provide System Agency access during normal business hours to all Grantee materials, premises, and computer files containing the Work Product. 6.2 GRANTEE'S PRE-EXISTING WORKS A. To the extent that Grantee incorporates into the Work Product any works of Grantee that were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this Grant Agreement("Incorporated Pre-existing Works"), Grantee retains ownership of such Incorporated Pre-existing Works. B. Grantee hereby grants to System Agency an irrevocable,perpetual,non-exclusive, royalty-free,transferable,worldwide right and license, with the right to sublicense, to use, reproduce, modify, copy, create derivative works of,publish, publicly perform and display, sell, offer to sell, make and have made,the Incorporated Pre-existing Works, in any medium, with or without the associated Work Product. C. Grantee represents, warrants, and covenants to System Agency that Grantee has all necessary right and authority to grant the foregoing license in the Incorporated Pre- existing Works to System Agency. 6.3 THIRD PARTY IP A. To the extent that any Third Party IP is included or incorporated in the Work Product by Grantee,Grantee hereby grants to System Agency,or shall obtain from the applicable third party for System Agency's benefit, the irrevocable,perpetual,non-exclusive, worldwide, royalty-free right and license, for System Agency's internal business or governmental purposes only, to use,reproduce, display,perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency's advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party IP. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee's compliance with this Section 6.3,including without limitation documentation indicating a third party's written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product. 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI, Intellectual Property. 6.5 DELIVERY UPON TERMINATION OR EXPIRATION No later than the first calendar day after the termination or expiration of the Grant Agreement or upon System Agency's request,Grantee shall deliver to System Agency all completed,or HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 14 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A partially completed, Work Product, including any Incorporated Pre-existing Works, and any and all versions thereof Grantee's failure to timely deliver such Work Product is a material breach of the Grant Agreement. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee's activities under the Grant Agreement without the prior written consent of System Agency. 6.6 SURVIVAL The provisions and obligations of this Article survive any termination or expiration of the Grant Agreement. 6.7 SYSTEM AGENCY DATA A. As between the Parties, all data and information acquired, accessed, or made available to Grantee by, through, or on behalf of System Agency or System Agency contractors, including all electronic data generated, processed, transmitted, or stored by Grantee in the course of providing data processing services in connection with Grantee's performance hereunder(the"System Agency Data"), is owned solely by System Agency. B. Grantee has no right or license to use, analyze, aggregate, transmit, create derivatives of, copy, disclose,or process the System Agency Data except as required for Grantee to fulfill its obligations under the Grant Agreement or as authorized in advance in writing by System Agency. C. For the avoidance of doubt, Grantee is expressly prohibited from using, and from permitting any third party to use, System Agency Data for marketing, research, or other non-governmental or commercial purposes, without the prior written consent of System Agency. D. Grantee shall make System Agency Data available to System Agency, including to System Agency's designated vendors, as directed in writing by System Agency. The foregoing shall be at no cost to System Agency. E. Furthermore, the proprietary nature of Grantee's systems that process, store, collect, and/or transmit the System Agency Data shall not excuse Grantee's performance of its obligations hereunder. ARTICLE VII. PROPERTY 7.1 USE OF STATE PROPERTY A. Grantee is prohibited from using State Property for any purpose other than performing Services authorized under the Grant Agreement. B. State Property includes, but is not limited to, System Agency's office space, identification badges, System Agency information technology equipment and networks (e.g., laptops,portable printers, cell phones, iPads or tablets, external hard drives, data storage devices, any System Agency-issued software, and the System Agency Virtual Private Network(VPN client)), and any other resources of System Agency. C. Grantee shall not remove State Property from the continental United States. In addition, Grantee may not use any computing device to access System Agency's network or e- mail while outside of the continental United States. D. Grantee shall not perform any maintenance services on State Property unless the Grant Agreement expressly authorizes such Services. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 15 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A E. During the time that State Property is in the possession of Grantee, Grantee shall be responsible for: i. all repair and replacement charges incurred by State Agency that are associated with loss of State Property or damage beyond normal wear and tear, and ii. all charges attributable to Grantee's use of State Property that exceeds the Grant Agreement scope. Grantee shall fully reimburse such charges to System Agency within ten(10) calendar days of Grantee's receipt of System Agency's notice of amount due. Use of State Property for a purpose not authorized by the Grant Agreement shall constitute breach of contract and may result in termination of the Grant Agreement and the pursuit of other remedies available to System Agency under contract, at law, or in equity. 7.2 DAMAGE TO STATE PROPERTY A. In the event of loss,destruction,or damage to any System Agency or State of Texas owned, leased, or occupied property or equipment by Grantee or Grantee's employees, agents, Subcontractors, or suppliers, Grantee shall be liable to System Agency and the State of Texas for the full cost of repair, reconstruction, or replacement of the lost, destroyed, or damaged property. B. Grantee shall notify System Agency of the loss, destruction, or damage of equipment or property within one (1) business day. Grantee shall reimburse System Agency and the State of Texas for such property damage within ten(10)calendar days after Grantee's receipt of System Agency's notice of amount due. 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT In the event the Grant Agreement is terminated for any reason or expires, State Property remains the property of the System Agency and must be returned to the System Agency by the earlier of the end date of the Grant Agreement or upon System Agency's request. 7.4 EQUIPMENT AND PROPERTY A The Grantee must ensure equipment with a per-unit cost of$5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro-rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment, whether acquired in part or whole with grant funds,until disposition occurs. B. When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement, use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Grant Agreement must be submitted to the assigned System Agency contract manager. D. Controlled Assets include firearms,regardless of the acquisition cost, and the following HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 16 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A assets with an acquisition cost of$500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered supplies. E System Agency funds must not be used to purchase buildings or real property without prior written approval from System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. ARTICLE VIII. RECORD RETENTION, AUDIT, AND CONFIDENTIALITY 8.1 RECORD MAINTENANCE AND RETENTION A. Grantee shall keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office, the United States Government, and their authorized representatives sufficient information to determine compliance with the terms and conditions of this Grant Agreement and all state and federal rules, regulations, and statutes. B. Grantee shall maintain and retain legible copies of this Grant Agreement and all records relating to the performance of the Grant Agreement, including supporting fiscal documents adequate to ensure that claims for grant funds are in accordance with applicable State of Texas requirements. These records shall be maintained and retained by the Grantee for a minimum of seven (7) years after the Grant Agreement expiration date or seven(7) years after all audits, claims, litigation or disputes involving the Grant Agreement are resolved, whichever is later. 8.2 AGENCY'S RIGHT TO AUDIT A. Grantee shall make available at reasonable times and upon reasonable notice, and for reasonable periods, work papers, reports, books, records, supporting documents kept current by Grantee pertaining to the Grant Agreement for purposes of inspecting, monitoring, auditing, or evaluating by System Agency and the State of Texas. B. In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors shall permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, unrestricted access to and the right to examine any site where business is conducted or services are performed, and all records, which includes but is not limited to financial, client and patient records, books,papers or documents related to this Grant Agreement. If the Grant Agreement includes federal funds, federal agencies that shall have a right of access to records as described in this section include: the federal agency providing the funds, the Comptroller General of the United States, the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that shall have a right of access to records as described in this section include: the System Agency, HHS's contracted examiners, the State Auditor's Office, the Office of the Texas Attorney General, and any successor agencies. Each of these entities may be a duly authorized authority. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 17 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A C. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of investigation or hearing, Grantee shall produce original documents related to this Grant Agreement. D. The System Agency and any duly authorized authority shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings. E. Grantee shall include this provision concerning the right of access to, and examination of, sites and information related to this Grant Agreement in any Subcontract it awards. 8.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS A. Grantee must act to ensure its and its Subcontractors' compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Grant Agreement and the services and Deliverables provided. Any such correction will be at Grantee's or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the services, Grantee must provide to HHS upon request a copy of those portions of Grantee's and its Subcontractors'internal audit reports relating to the services and Deliverables provided to the State under the Grant Agreement. 8.4 STATE AUDITOR'S RIGHT TO AUDIT The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement. The acceptance of funds directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee,to conduct an audit or investigation in connection with those funds.Under the direction of the legislative audit committee,an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. 8.5 CONFIDENTIALITY Grantee shall maintain as confidential and shall not disclose to third parties without System Agency's prior written consent, any System Agency information including but not limited to System Agency's business activities,practices, systems, conditions and services. This section will survive termination or expiration of this Grant Agreement. This requirement must be included in all subcontracts awarded by Grantee. ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES 9.1 REMEDIES A To ensure Grantee's full performance of the Grant Agreement and compliance with applicable law, System Agency reserves the right to hold Grantee accountable for breach of contract or substandard performance and may take remedial or corrective actions, HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 18 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A including,but not limited to the following: i. temporarily withholding cash disbursements or reimbursements pending correction of the deficiency; ii. disallowing or denying use of funds for the activity or action deemed not to be in compliance; iii. disallowing claims for reimbursement that may require a partial or whole return of previous payments or reimbursements; iv. suspending all or part of the Grant Agreement; v. requiring the Grantee to take specific actions in order to remain in compliance with the Grant Agreement; vi. recouping payments made by the System Agency to the Grantee found to be in error; vii. suspending, limiting, or placing conditions on the Grantee's continued performance of the Project; viii. prohibiting the Grantee from receiving additional funds for other grant programs administered by the System Agency until satisfactory compliance resolution is obtained; ix. withholding release of new grant agreements; and x. imposing any other remedies, sanctions or penalties authorized under this Grant Agreement or permitted by federal or state statute, law, regulation or rule. B. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended. C No action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as a waiver of any other rights or remedies available to System Agency under the Grant Agreement or pursuant to law. Additionally, no action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as an acceptance, waiver, or cure of Grantee's breach. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended or after termination. 9.2 TERMINATION FOR CONVENIENCE The System Agency may terminate the Grant Agreement, in whole or in part, at any time when, in its sole discretion, the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in the System Agency's notice of termination. 9.3 TERMINATION FOR CAUSE A. Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Grant Agreement, in whole or in part,upon either of the following conditions: i. Material Breach The System Agency may terminate the Grant Agreement, in whole or in part, if the System Agency determines, in its sole discretion, that Grantee has materially breached the Grant Agreement or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, whether or not such violation prevents or substantially impairs performance of Grantee's duties under the Grant Agreement. Grantee's misrepresentation in any aspect including, but not limited to, of Grantee's Solicitation Application, if any, or Grantee's HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 19 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A addition to the SAM exclusion list (identification in SAM as an excluded entity) may also constitute a material breach of the Grant Agreement. ii. Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement. B. System Agency will specify the effective date of such termination in the notice to Grantee. If no effective date is specified, the Grant Agreement will terminate on the date of the notification. 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS If the System Agency terminates the Grant Agreement for cause, the Grantee shall be responsible to the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include,but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to Grantee's failure to perform any work in accordance with the terms of the Grant Agreement. 9.5 INHERENTLY RELIGIOUS ACTIVITIES Grantee may not use grant funding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may engage in inherently religious activities; however, these activities must be separate in time or location from the grant- funded program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. These requirements apply to all grantees, not just faith-based organizations. 9.6 POLITICAL ACTIVITIES Grant funds cannot be used for the following activities: A. Grantees and their relevant sub-grantees or subcontractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying, advocating for legislation, campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties, and voter registration campaigns. Grantees may use private, or non-System Agency money or contributions for political purposes but may not charge to, or be reimbursed from, System Agency contracts or grants for the costs of such activities. B. Grant-funded employees may not use official authority or influence to achieve any political purpose and grant funds cannot be used for the salary, benefits, or any other compensation of an elected official. C. Grant funds may not be used to employ, in any capacity, a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. Additionally, grant funds cannot be used to pay membership dues to an organization that partially or wholly pays the salary of a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. D. As applicable, Grantee will comply with 31 USC § 1352, relating to the limitation on use of appropriated funds to influence certain Federal contracting and financial transactions. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 20 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A ARTICLE X. INDEMNITY 10.1 GENERAL INDEMNITY A. GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS, AGENTS,EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS,DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS' FEES,AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE GRANT AGREEMENT AND ANY PURCHASE ORDERS ISSUED UNDER THE GRANT AGREEMENT. B. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OF OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt,System Agency shall not indemnify Grantee or any other entity under the Grant Agreement. 10.2 INTELLECTUAL PROPERTY GRANTEE SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS,VIOLATIONS,MISAPPROPRIATIONS, OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY,PUBLICITY OR PRIVACY RIGHTS,AND/OR IN CONNECTION WITH OR ARISING FROM: i THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS GRANT AGREEMENT; i ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR iii. SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE UNDER THE GRANT AGREEMENT. 10.3 ADDITIONAL INDEMNITY PROVISIONS A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. B. THE DEFENSE SHALL BE COORDINATED BY THE GRANTEE WITH THE HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 21 of 29 DocuSign Envelope ID:4909G06E-OBDA-4D2A-AB71-E414EB10G25A OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. C. GRANTEE SHALL REIMBURSE SYSTEM AGENCY AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS,INCLUDING, BUT NOT LIMITED TO,ATTORNEYS' FEES AND COURT COSTS,ARISING FROM ANY SUCH CLAIM. IF THE SYSTEM AGENCY DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF GRANTEE OR IF SYSTEM AGENCY IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, SYSTEM AGENCY WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND GRANTEE SHALL PAY ALL REASONABLE COSTS OF SYSTEM AGENCY'S COUNSEL. ARTICLE XI. GENERAL PROVISIONS 11.1 AMENDMENTS Except as otherwise expressly provided, the Grant Agreement may only be amended by a written Amendment executed by both Parties. 11.2 No QUANTITY GUARANTEES The System Agency makes no guarantee of volume or usage of work under this Grant Agreement. All work requested may be on an irregular and as needed basis throughout the Grant Agreement term. 11.3 CHILD ABUSE REPORTING REQUIREMENTS A. Grantees shall comply with child abuse and neglect reporting requirements in Texas Family Code Chapter 261. This section is in addition to and does not supersede any other legal obligation of the Grantee to report child abuse. B. Grantee shall develop, implement and enforce a written policy that includes at a minimum the System Agency's Child Abuse Screening,Documenting, and Reporting Policy for Grantees/Providers and train all staff on reporting requirements. C. Grantee shall use the Texas Abuse Hotline Website located at https://www.txabusehotline.org/Login/Default.aspx as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS A. Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: i. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars,pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 22 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A ii. Designating the property to which this Policy applies as a "designated area,"which must at least comprise all buildings and structures where activities funded under this Grant Agreement are taking place, as well as Grantee owned, leased, or controlled sidewalks,parking lots, walkways, and attached parking structures immediately adjacent to this designated area; iii. Applying to all employees and visitors in this designated area; and iv. Providing for or referring its employees to tobacco use cessation services. B. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. 11.5 INSURANCE AND BONDS Unless otherwise specified in this Contract, Grantee shall acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee shall provide evidence of insurance as required under this Contract,including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee shall secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. In addition, if required by System Agency, Grantee must obtain and have on file a blanket fidelity bond that indemnifies System Agency against the loss or theft of any grant funds, including applicable matching funds. The fidelity bond must cover the entirety of the grant term and any subsequent renewals. The failure of Grantee to comply with these requirements may subject Grantee to remedial or corrective actions detailed in section 10.1, General Indemnity, above. These and all other insurance requirements under the Grant apply to both Grantee and its Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 11.6 LIMITATION ON AUTHORITY A. Grantee shall not have any authority to act for or on behalf of the System Agency or the State of Texas except as expressly provided for in the Grant Agreement; no other authority, power, or use is granted or implied. Grantee may not incur any debt, obligation, expense, or liability of any kind on behalf of System Agency or the State of Texas. B. Grantee may not rely upon implied authority and is not granted authority under the Grant Agreement to: i. Make public policy on behalf of the System Agency; ii. Promulgate, amend, or disregard administrative regulations or program policy decisions made by State and federal agencies responsible for administration of a System Agency program; or iii. Unilaterally communicate or negotiate with any federal or state agency or the Texas HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 23 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A Legislature on behalf of the System Agency regarding System Agency programs or the Grant Agreement. However,upon System Agency request and with reasonable notice from System Agency to the Grantee, the Grantee shall assist the System Agency in communications and negotiations regarding the Work under the Grant Agreement with state and federal governments. 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS Grantee shall comply with all laws, regulations, requirements and guidelines applicable to a Grantee providing services and products required by the Grant Agreement to the State of Texas, as these laws,regulations,requirements and guidelines currently exist and as amended throughout the term of the Grant Agreement.Notwithstanding Section 11.1,Amendments, above,System Agency reserves the right, in its sole discretion,to unilaterally amend the Grant Agreement to incorporate any modifications necessary for System Agency's compliance, as an agency of the State of Texas, with all applicable state and federal laws, regulations, requirements and guidelines. 11.8 SUBCONTRACTORS Grantee may not subcontract any or all of the Work and/or obligations under the Grant Agreement without prior written approval of the System Agency. Subcontracts, if any, entered into by the Grantee shall be in writing and be subject to the requirements of the Grant Agreement. Should Grantee subcontract any of the services required in the Grant Agreement, Grantee expressly understands and acknowledges System Agency is in no manner liable to any subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Grant Agreement. 11.9 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant Agreement any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or services required by this Grant Agreement. Grantee shall be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Grant Agreement. 11.10 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third-party service providers shall serve as independent contractors in providing the services under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other parry's behalf. The Grantee is not a "governmental body" solely by virtue of this Grant Agreement or receipt of grant funds under this Grant Agreement. Grantee shall have no claim against System Agency for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. The Grant Agreement shall not create any joint venture,partnership, agency, or employment relationship between Grantee and System Agency. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 24 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB 10C25A 11.11 GOVERNING LAW AND VENUE The Grant Agreement shall be governed by and construed in accordance with the laws of the State of Texas,without regard to the conflicts of law provisions. The venue of any suit arising under the Grant Agreement is fixed in any court of competent jurisdiction of Travis County, Texas,unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the System Agency. 11.12 SEVERABILITY If any provision contained in this Grant Agreement is held to be unenforceable by a court of law or equity, such construction will not affect the legality, validity, or enforceability of any other provision or provisions of this Grant Agreement. It is the intent and agreement of the Parties this Grant Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible,by substituting another provision that is valid,legal and enforceable and that achieves the same objective. All other provisions of this Grant Agreement will continue in full force and effect. 11.13 SURVIVABILITY Expiration or termination of the Grant Agreement for any reason does not release Grantee from any liability or obligation set forth in the Grant Agreement that is expressly stated to survive any such expiration or termination,that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the Grant Agreement, including without limitation the provisions regarding return of grant funds, audit requirements, records retention, public information, warranty, indemnification, confidentiality, and rights and remedies upon termination. 11.14 FORCE MAJEURE Neither Grantee nor System Agency shall be liable to the other for any delay in, or failure of performance, of any requirement included in the Grant Agreement caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome. 11.15 No IMPLIED WAIVER OF PROVISIONS The failure of the System Agency to object to or to take affirmative action with respect to any conduct of the Grantee which is in violation or breach of the terms of the Grant Agreement shall not be construed as a waiver of the violation or breach, or of any future violation or breach. 11.16 FUNDING DISCLAIMERS AND LABELING A. Grantee shall not use System Agency's name or refer to System Agency directly or indirectly in any media appearance, public service announcement, or disclosure relating to this Grant Agreement including any promotional material without first obtaining HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 25 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A written consent from System Agency. The foregoing prohibition includes, without limitation,the placement of banners, pop-up ads, or other advertisements promoting Grantee's or a third party's products, services, workshops, trainings, or other commercial offerings on any website portal or internet-based service or software application hosted or managed by Grantee. This does not limit the Grantee's responsibility to comply with obligations related to the Texas Public Information Act or Texas Open Meetings Act. B. In general,no publication(including websites, reports, projects, etc.) may convey System Agency's recognition or endorsement of the Grantee's project without prior written approval from System Agency. Publications funded in part or wholly by HHS grant funding must include a statement that"HHS and neither any of its components operate, control, are responsible for, or necessarily endorse, this publication(including, without limitation, its content, technical infrastructure, and policies, and any services or tools provided)" at HHS's request. 11.17 MEDIA RELEASES A. Grantee shall not use System Agency's name, logo, or other likeness in any press release, marketing material or other announcement without System Agency's prior written approval. System Agency does not endorse any vendor,commodity,or service. Grantee is not authorized to make or participate in any media releases or public announcements pertaining to this Grant Agreement or the Services to which they relate without System Agency's prior written consent, and then only in accordance with explicit written instruction from System Agency. B. Grantee may publish, at its sole expense, results of Grantee performance under the Grant Agreement with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication(written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements, that would limit or restrict such persons or entities from employment or contracting with the State of Texas. 11.19 SOVEREIGN IMMUNITY Nothing in the Grant Agreement will be construed as a waiver of the System Agency's or the State's sovereign immunity. This Grant Agreement shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas under the Grant Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses,remedies, or immunities or be considered as a basis for estoppel. System Agency does not waive any privileges, rights, defenses, or immunities available to System Agency by entering into the Grant Agreement or by its conduct prior to or subsequent to entering into the Grant Agreement. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 26 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A 11.20 ENTIRE CONTRACT AND MODIFICATION The Grant Agreement constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises,representations,negotiations,discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Grant Agreement will be harmonized with this Grant Agreement to the extent possible. 11.21 COUNTERPARTS This Grant Agreement may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Grant Agreement. 11.22 PROPER AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. 11.23 E-VERIFY PROGRAM Grantee certifies that it utilizes and will continue to utilize the U.S. Department of Homeland Security's E-Verify system to determine the eligibility of: A. all persons employed to perform duties within Texas during the term of the Grant Agreement; and B. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant to the Grant Agreement within the United States of America. 11.24 CIVIL RIGHTS A. Grantee agrees to comply with state and federal anti-discrimination laws, including: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); ii. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); iii. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.); iv. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); v. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); vi. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and vii. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Grant Agreement. B. Grantee agrees to comply with all amendments to the above-referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability,political beliefs, or religion,be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. C. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15, prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 27 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A reasonable steps to provide services and information, both orally and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs,benefits, and activities. D. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: https://hhs.texas.gov/about-hhs/your-rights/civil-rights-office/civil-rights-posters. E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten(10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street, Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512)438-5885 Email: HHSCivilRightsOffice@hhsc.state.tx.us. 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS Grantee shall conform to HHS standards for data management as described by the policies of the HHS Chief Data and Analytics Officer. These include, but are not limited to, standards for documentation and communication of data models, metadata, and other data definition methods that are required by HHS for ongoing data governance, strategic portfolio analysis, interoperability planning, and valuation of HHS System data assets. 11.26 DISCLOSURE OF LITIGATION A. The Grantee must disclose in writing to the contract manager assigned to this Grant Agreement any material civil or criminal litigation or indictment either threatened or pending involving the Grantee. "Threatened litigation"as used herein shall include governmental investigations and civil investigative demands. "Litigation"as used herein shall include administrative enforcement actions brought by governmental agencies. The Grantee must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, "material" refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Grant Agreement or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 28 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A any litigation threatened or pending that may result in a substantial change in the Grantee's financial condition. B. This is a continuing disclosure requirement; any litigation commencing after Grant Agreement Award must be disclosed in a written statement to the assigned contract manager within seven calendar days of its occurrence. 11.27 No THIRD PARTY BENEFICIARIES The Grant Agreement is made solely and specifically among and for the benefit of the Parties named herein and their respective successors and assigns, and no other person shall have any right, interest, or claims hereunder or be entitled to any benefits pursuant to or on account of the Grant Agreement as a third-party beneficiary or otherwise. 11.28 BINDING EFFECT The Grant Agreement shall inure to the benefit of, be binding upon, and be enforceable against each Party and their respective permitted successors, assigns, transferees, and delegates. HHS Uniform Terms and Conditions—Grant v.3.0 Effective August 2021 Page 29 of 29 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A HEALTH AND HUMAN SERVICES Contract Number HHS001182200022 Attachment D CONTRACT AFFIRMATIONS For purposes of these Contract Affirmations, HHS includes both the Health and Human Services Commission(HHSC) and the Department of State Health Services (DSHS). System Agency refers to HHSC, DSHS, or both, that will be a party to this Contract. These Contract Affirmations apply to all Contractors and Grantees (referred to as "Contractor")regardless of their business form (e.g., individual, partnership, corporation). By entering into this Contract, Contractor affirms, without exception, understands, and agrees to comply with the following items through the life of the Contract: 1. Contractor represents and warrants that these Contract Affirmations apply to Contractor and all of Contractor's principals, officers, directors, shareholders, partners, owners, agents, employees, subcontractors, independent contractors, and any other representatives who may provide services under, who have a financial interest in, or otherwise are interested in this Contract and any related Solicitation. 2. Complete and Accurate Information Contractor represents and warrants that all statements and information provided to HHS are current, complete, and accurate. This includes all statements and information in this Contract and any related Solicitation Response. 3. Public Information Act Contractor understands that HHS will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas. Information, documentation, and other material prepared and submitted in connection with this Contract or any related Solicitation may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code, Contractor is required to make any information created or exchanged with the State pursuant to the Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. 4. Contracting Information Requirements Contractor represents and warrants that it will comply with the requirements of Section 552.372(a) of the Texas Government Code. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J (Additional Provisions Related to Contracting Information), Chapter 552 of the Government Code, may apply to the Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Health and Human Services Contract Affirmations v.2.1 Effective October 2021 Page 1 of 13 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A 5. Assignment A. Contractor shall not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from System Agency. Any attempted assignment in violation of this provision is void and without effect. B. Contractor understands and agrees the System Agency may in one or more transactions assign,pledge, or transfer the Contract. Upon receipt of System Agency's notice of assignment, pledge, or transfer, Contractor shall cooperate with System Agency in giving effect to such assignment, pledge, or transfer, at no cost to System Agency or to the recipient entity. 6. Terms and Conditions Contractor accepts the Solicitation terms and conditions unless specifically noted by exceptions advanced in the form and manner directed in the Solicitation, if any, under which this Contract was awarded. Contractor agrees that all exceptions to the Solicitation, as well as terms and conditions advanced by Contractor that differ in any manner from HHS' terms and conditions, if any, are rejected unless expressly accepted by System Agency in writing. 7. HHS Right to Use Contractor agrees that HHS has the right to use, produce, and distribute copies of and to disclose to HHS employees, agents, and contractors and other governmental entities all or part of this Contract or any related Solicitation Response as HHS deems necessary to complete the procurement process or comply with state or federal laws. 8. Release from Liability Contractor generally releases from liability and waives all claims against any party providing information about the Contractor at the request of System Agency. 9. Dealings with Public Servants Contractor has not given, has not offered to give, and does not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with this Contract or any related Solicitation, or related Solicitation Response. 10. Financial Participation Prohibited Under Section 2155.004, Texas Government Code(relating to financial participation in preparing solicitations), Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 11. Prior Disaster Relief Contract Violation Under Sections 2155.006 and 2261.053 of the Texas Government Code (relating to convictions and penalties regarding Hurricane Rita, Hurricane Katrina, and other disasters), the Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract Health and Human Services Contract Affirmations v.2.1 Effective October 2021 Page 2 of 13 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 12. Child Support Obligation Under Section 231.006(d) of the Texas Family Code regarding child support, Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive the specified payment and acknowledges that the Contract may be terminated and payment may be withheld if this certification is inaccurate. 13. Suspension and Debarment Contractor certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management(SAM)maintained by the General Services Administration. This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689, Debarment and Suspension, 2 C.F.R. Part 376, and any relevant regulations promulgated by the Department or Agency funding this project. This provision shall be included in its entirety in Contractor's subcontracts, if any, if payment in whole or in part is from federal funds. 14. Excluded Parties Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, "published by the United States Department of the Treasury, Office of Foreign Assets Control.' 15. Foreign Terrorist Organizations Contractor represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code. 16. Executive Head of a State Agency In accordance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, Contractor certifies that it is not(1) the executive head of an HHS agency, (2) a person who at any time during the four years before the date of this Contract was the executive head of an HHS agency, or(3) a person who employs a current or former executive head of an HHS agency. 17. Human Trafficking Prohibition Under Section 2155.0061 of the Texas Government Code, Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. Health and Human Services Contract Affirmations v.2.1 Effective October 2021 Page 3 of 13 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A 18. Franchise Tax Status Contractor represents and warrants that it is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171 of the Texas Tax Code. 19. Debts and Delinquencies Contractor agrees that any payments due under this Contract shall be applied towards any debt or delinquency that is owed to the State of Texas. 20. Lobbying Prohibition Contractor represents and warrants that payments to Contractor and Contractor's receipt of appropriated or other funds under this Contract or any related Solicitation are not prohibited by Sections 556.005, 556.0055, or 556.008 of the Texas Government Code (relating to use of appropriated money or state funds to employ or pay lobbyists, lobbying expenses, or influence legislation). 21. Buy Texas Contractor agrees to comply with Section 2155.4441 of the Texas Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contracts. 22. Disaster Recovery Plan Contractor agrees that upon request of System Agency, Contractor shall provide copies of its most recent business continuity and disaster recovery plans. 23. Computer Equipment Recycling Program If this Contract is for the purchase or lease of computer equipment, then Contractor certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328. 24. Television Equipment Recycling Program If this Contract is for the purchase or lease of covered television equipment, then Contractor certifies that it is compliance with Subchapter Z, Chapter 361 of the Texas Health and Safety Code related to the Television Equipment Recycling Program. 25. Cybersecurity Training A. Contractor represents and warrants that it will comply with the requirements of Section 2054.5192 of the Texas Government Code relating to cybersecurity training and required verification of completion of the training program. B. Contractor represents and warrants that if Contractor or Subcontractors, officers, or employees of Contractor have access to any state computer system or database, the Contractor, Subcontractors, officers,and employees of Contractor shall complete cybersecurity training pursuant to and in accordance with Government Code, Section 2054.5192. Health and Human Services Contract Affirmations v.2.1 Effective October 2021 Page 4 of 13 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A 26. Restricted Employment for Certain State Personnel Contractor acknowledges that, pursuant to Section 572.069 of the Texas Government Code, a former state officer or employee of a state agency who during the period of state service or employment participated on behalf of a state agency in a procurement or contract negotiation involving Contractor may not accept employment from Contractor before the second anniversary of the date the Contract is signed or the procurement is terminated or withdrawn. 27. No Conflicts of Interest A. Contractor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to System Agency under this Contract or any related Solicitation and that Contractor's provision of the requested goods and/or services under this Contract and any related Solicitation will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety. B. Contractor agrees that, if after execution of the Contract, Contractor discovers or is made aware of a Conflict of Interest, Contractor will immediately and fully disclose such interest in writing to System Agency. In addition, Contractor will promptly and fully disclose any relationship that might be perceived or represented as a conflict after its discovery by Contractor or by System Agency as a potential conflict. System Agency reserves the right to make a final determination regarding the existence of Conflicts of Interest, and Contractor agrees to abide by System Agency's decision. 28. Fraud,Waste, and Abuse Contractor understands that HHS does not tolerate any type of fraud, waste, or abuse. Violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. Pursuant to Texas Government Code, Section 321.022, if the administrative head of a department or entity that is subject to audit by the state auditor has reasonable cause to believe that money received from the state by the department or entity or by a client or contractor of the department or entity may have been lost, misappropriated, or misused, or that other fraudulent or unlawful conduct has occurred in relation to the operation of the department or entity, the administrative head shall report the reason and basis for the belief to the Texas State Auditor's Office (SAO). All employees or contractors who have reasonable cause to believe that fraud, waste, or abuse has occurred(including misconduct by any HHS employee, Grantee officer, agent, employee, or subcontractor that would constitute fraud, waste, or abuse) are required to immediately report the questioned activity to the Health and Human Services Commission's Office of Inspector General. Contractor agrees to comply with all applicable laws, rules, regulations, and System Agency policies regarding fraud, waste, and abuse including, but not limited to, HHS Circular C-027. A report to the SAO must be made through one of the following avenues: • SAO Toll Free Hotline: 1-800-TX-AUDIT • SAO website: http://sao.fraud.state.tx.us/ All reports made to the OIG must be made through one of the following avenues: Health and Human Services Contract Affirmations v.2.1 Effective October 2021 Page 5 of 13 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffairsReferral@hhsc.state.tx.us • OIG Hotline Email: OIGFraudHotline@hhsc.state.tx.us. • OIG Mailing Address: Office of Inspector General Attn: Fraud Hotline MC 1300 P.O. Box 85200 Austin, Texas 78708-5200 29. Antitrust The undersigned affirms under penalty of perjury of the laws of the State of Texas that: A. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; B. in connection with this Contract and any related Solicitation Response,neither I nor any representative of the Contractor has violated any federal antitrust law; and C. neither I nor any representative of the Contractor has directly or indirectly communicated any of the contents of this Contract and any related Solicitation Response to a competitor of the Contractor or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Contractor. 30. Legal and Regulatory Actions Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding, investigation, or other action pending or threatened against Contractor or any of the individuals or entities included in numbered paragraph 1 of these Contract Affirmations within the five (5) calendar years immediately preceding execution of this Contract or the submission of any related Solicitation Response that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. If Contractor is unable to make the preceding representation and warranty, then Contractor instead represents and warrants that it has provided to System Agency a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Contractor's performance under this Contract,relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. In addition, Contractor acknowledges this is a continuing disclosure requirement. Contractor represents and warrants that Contractor shall notify System Agency in writing within five(5)business days of any changes to the representations or warranties in this clause and understands that failure to so timely update System Agency shall constitute breach of contract and may result in immediate contract termination. Health and Human Services Contract Affirmations v.2.1 Effective October 2021 Page 6 of 13 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB 10C25A 31. No Felony Criminal Convictions Contractor represents that neither Contractor nor any of its employees, agents, or representatives, including any subcontractors and employees, agents, or representative of such subcontractors, have been convicted of a felony criminal offense or that if such a conviction has occurred Contractor has fully advised System Agency in writing of the facts and circumstances surrounding the convictions. 32. Unfair Business Practices Contractor represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17 of the Texas Business and Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that Contractor has not been found to be liable for such practices in such proceedings. Contractor certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit and that such officers have not been found to be liable for such practices in such proceedings. 33. Entities that Boycott Israel Contractor represents and warrants that (1) it does not, and shall not for the duration of the Contract, boycott Israel or(2) the verification required by Section 2271.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 34. E-Verify Contractor certifies that for contracts for services, Contractor shall utilize the U.S. Department of Homeland Security's E-Verify system during the term of this Contract to determine the eligibility of: 1. all persons employed by Contractor to perform duties within Texas; and 2. all persons, including subcontractors, assigned by Contractor to perform work pursuant to this Contract within the United States of America. 35. Former Agency Employees—Certain Contracts If this Contract is an employment contract, a professional services contract under Chapter 2254 of the Texas Government Code, or a consulting services contract under Chapter 2254 of the Texas Government Code, in accordance with Section 2252.901 of the Texas Government Code, Contractor represents and warrants that neither Contractor nor any of Contractor's employees including,but not limited to, those authorized to provide services under the Contract, were former employees of an HHS Agency during the twelve(12) month period immediately prior to the date of the execution of the Contract. Health and Human Services Contract Affirmations v.2.1 Effective October 2021 Page 7 of 13 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A 36. Disclosure of Prior State Employment—Consulting Services If this Contract is for consulting services, A. In accordance with Section 2254.033 of the Texas Government Code, a Contractor providing consulting services who has been employed by, or employs an individual who has been employed by, System Agency or another State of Texas agency at any time during the two years preceding the submission of Contractor's offer to provide services must disclose the following information in its offer to provide services. Contractor hereby certifies that this information was provided and remains true, correct, and complete: 1. Name of individual(s) (Contractor or employee(s)); 2. Status; 3. The nature of the previous employment with HHSC or the other State of Texas agency; 4. The date the employment was terminated and the reason for the termination; and 5. The annual rate of compensation for the employment at the time of its termination. B. If no information was provided in response to Section A above, Contractor certifies that neither Contractor nor any individual employed by Contractor was employed by System Agency or any other State of Texas agency at any time during the two years preceding the submission of Contractor's offer to provide services. 37. Abortion Funding Limitation Contractor understands, acknowledges, and agrees that, pursuant to Article IX of the General Appropriations Act(the Act), to the extent allowed by federal and state law, money appropriated by the Texas Legislature may not be distributed to any individual or entity that, during the period for which funds are appropriated under the Act: 1. performs an abortion procedure that is not reimbursable under the state's Medicaid program; 2. is commonly owned, managed, or controlled by an entity that performs an abortion procedure that is not reimbursable under the state's Medicaid program; or 3. is a franchise or affiliate of an entity that performs an abortion procedure that is not reimbursable under the state's Medicaid program. The provision does not apply to a hospital licensed under Chapter 241, Health and Safety Code, or an office exempt under Section 245.004(2), Health and Safety Code. Contractor represents and warrants that it is not ineligible,nor will it be ineligible during the term of this Contract, to receive appropriated funding pursuant to Article IX. 38. Funding Eligibility Contractor understands, acknowledges, and agrees that, pursuant to Chapter 2272 (eff. Sept. 1, 2021, Ch. 2273) of the Texas Government Code, except as exempted under that Chapter, HHSC cannot contract with an abortion provider or an affiliate of an abortion provider. Contractor certifies that it is not ineligible to contract with HHSC under the terms of Chapter 2272 (eff. Sept. 1, 2021, Ch. 2273) of the Texas Government Code. Health and Human Services Contract Affirmations v.2.1 Effective October 2021 Page 8 of 13 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414E510C25A 39. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment(2 CFR 200.216) Contractor certifies that the individual or business entity named in this Response or Contract is not ineligible to receive the specified Contract or funding pursuant to 2 CFR 200.216. 40. COVID-19 Vaccine Passports Pursuant to Texas Health and Safety Code, Section 161.0085(c), Contractor certifies that it does not require its customers to provide any documentation certifying the customer's COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from the Contractor's business. Contractor acknowledges that such a vaccine or recovery requirement would make Contractor ineligible for a state-funded contract. 41. Entities that Boycott Energy Companies In accordance with Senate Bill 13, Acts 2021, 87th Leg., R.S.,pursuant to Section 2274.002 of the Texas Government Code (relating to prohibition on contracts with companies boycotting certain energy companies), Contractor represents and warrants that: (1) it does not, and will not for the duration of the Contract,boycott energy companies or(2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 42. Entities that Discriminate Against Firearm and Ammunition Industries In accordance with Senate Bill 19, Acts 2021, 87th Leg., R.S., pursuant to Section 2274.002 of the Texas Government Code (relating to prohibition on contracts with companies that discriminate against firearm and ammunition industries), Contractor verifies that: (1) it does not, and will not for the duration of the Contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or(2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 43. Security Controls for State Agency Data In accordance with Senate Bill 475, Acts 2021, 87th Leg., R.S., pursuant to Texas Government Code, Section 2054.138, Contractor understands, acknowledges, and agrees that if, pursuant to this Contract, Contractor is or will be authorized to access, transmit, use, or store data for System Agency, Contractor is required to meet the security controls the System Agency determines are proportionate with System Agency's risk under the Contract based on the sensitivity of System Agency's data and that Contractor must periodically provide to System Agency evidence that Contractor meets the security controls required under the Contract. Health and Human Services Contract Affirmations v.2.1 Effective October 2021 Page 9 of 13 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A 44. Cloud Computing State Risk and Authorization Management Program In accordance with Senate Bill 475, Acts 2021, 87th Leg., R.S.,pursuant to Texas Government Code, Section 2054.0593, Contractor acknowledges and agrees that, if providing cloud computing services for System Agency, Contractor must comply with the requirements of the state risk and authorization management program and that System Agency may not enter or renew a contract with Contractor to purchase cloud computing services for the agency that are subject to the state risk and authorization management program unless Contractor demonstrates compliance with program requirements. If providing cloud computing services for System Agency that are subject to the state risk and authorization management program, Contractor certifies it will maintain program compliance and certification throughout the term of the Contract. 45. Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience. 46. Contract for Professional Services of Physicians, Optometrists, and Registered Nurses In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 2254.008(a)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience. 47. Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (relating to prohibition on contracts with certain foreign-owned companies in connection with critical infrastructure) is applicable to this Contract, pursuant to Government Code Section 2274.0102, Contractor certifies that neither it nor its parent company, nor any affiliate of Contractor or its parent company, is: (1)majority owned or controlled by citizens or governmental entities of China, Iran,North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or(2) headquartered in any of those countries. 48. Critical Infrastructure Subcontracts For purposes of this Paragraph, the designated countries are China, Iran, North Korea, Russia, and any countries lawfully designated by the Governor as a threat to critical infrastructure. Pursuant to Section 113.002 of the Business and Commerce Code, Contractor shall not enter into a subcontract that will provide direct or remote access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business and Commerce Code, in this state, other than access specifically allowed for product warranty and support purposes to any subcontractor unless (i) neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or its parent company, is majority owned or controlled by citizens or governmental entities of a designated country; and(ii) neither the subcontractor nor its parent company,nor any affiliate of the subcontractor or its parent company, is headquartered in a designated country. Contractor will notify the System Agency before entering into any subcontract that will provide direct or remote Health and Human Services Contract Affirmations v.2.1 Effective October 2021 Page 10 of 13 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business & Commerce Code, in this state. 49. Enforcement of Certain Federal Firearms Laws Prohibited In accordance with House Bill 957, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 2.101 is applicable to Contractor, Contractor certifies that it is not ineligible to receive state grant funds pursuant to Texas Government Code, Section 2.103. 50. Prohibition on Abortions Contractor understands, acknowledges, and agrees that, pursuant to Article II of the General Appropriations Act, (1)no funds shall be used to pay the direct or indirect costs (including marketing, overhead, rent, phones, and utilities) of abortion procedures provided by contractors of HHSC; and(2)no funds appropriated for Medicaid Family Planning, Healthy Texas Women Program, or the Family Planning Program shall be distributed to individuals or entities that perform elective abortion procedures or that contract with or provide funds to individuals or entities for the performance of elective abortion procedures. Contractor represents and warrants that it is not ineligible, nor will it be ineligible during the term of this Contract, to receive appropriated funding pursuant to Article II. 51. False Representation Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract. 52. False Statements Contractor represents and warrants that all statements and information prepared and submitted by Contractor in this Contract and any related Solicitation Response are current, complete, true, and accurate. Contractor acknowledges any false statement or material misrepresentation made by Contractor during the performance of this Contract or any related Solicitation is a material breach of contract and may void this Contract. Further, Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract. 53. Permits and License Contractor represents and warrants that it will comply with all applicable laws and maintain all permits and licenses required by applicable city, county, state, and federal rules, regulations, statutes, codes, and other laws that pertain to this Contract. 54. Drug-Free Workplace Contractor represents and warrants that it shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (41 U.S.C. §701 et seq.) and maintain a drug-free work environment. Health and Human Services Contract Affirmations v.2.1 Effective October 2021 Page 11 of 13 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A 55. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. 56. Federal Occupational Safety and Health Law Contractor represents and warrants that all articles and services shall meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Act of 1970, as amended(29 U.S.C. Chapter 15). 57. Signature Authority Contractor represents and warrants that the individual signing this Contract Affirmations document is authorized to sign on behalf of Contractor and to bind the Contractor. Signature Page Follows Health and Human Services Contract Affirmations v.2.1 Effective October 2021 Page 12 of 13 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A Authorized representative on behalf of Contractor must complete and sign the following: Legal Name of Contractor Assumed Business Name of Contractor, if applicable (d/b/a or `doing business as') Texas County(s) for Assumed Business Name (d/b/a or `doing business as') Attach Assumed Name Certificate(s) filed with the Texas Secretary of State and Assumed Name Certificate(s), if any, for each Texas County Where Assumed Name Certificate(s) has been filed. Signature of Authorized Representative Date Signed Printed Name of Authorized Representative Title of Authorized Representative First, Middle Name or Initial, and Last Name Physical Street Address City, State, Zip Code Mailing Address,if different City, State, Zip Code Phone Number Fax Number Email Address DUNS Number Federal Employer Identification Number Texas Identification Number (TIN) Texas Franchise Tax Number Texas Secretary of State Filing Number SAM.gov Unique Entity Identifier (UEI) Health and Human Services Contract Affirmations v.2.1 Effective October 2021 Page 13 of 13 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A ATTACHMENT E HHS DATA USE AGREEMENT This Data Use Agreement("DUA"), effective as of the date the Base Contract into which it is incorporated is signed ("Effective Date"), is entered into by and between a Texas Health and Human Services Enterprise agency("HHS"), and the Contractor identified in the Base Contract, a political subdivision of the State of Texas ("CONTRACTOR"). ARTICLE 1. PURPOSE; APPLICABILITY; ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the Confidential Information.45 CFR 164.504(e)(1)-(3).This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA, if any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions,conflicts with this DUA,this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following: Health Insurance Portability and Accountability Act of 1996,Public Law 104-191 (42 U.S.C. §1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments,regulations and guidance issued thereafter; The Social Security Act, including Section 1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code, Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas Government Code §2054.1125. In addition,the following terms in this DUA are defined as follows: "Authorized Purpose" means the specific purpose or purposes described in the Statement of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. "Authorized User"means a Person: (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential Information pursuant to this DUA; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 1 of 15 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create,receive, maintain, use, disclose or have access to the Confidential Information; and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DUA. "Confidential Information" means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR,or that CONTRACTOR may,for an Authorized Purpose,create,receive,maintain, use, disclose or have access to, that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information(herein"PHI"); (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; (4) Federal Tax Information; (5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection Act; (6) Social Security Administration Data, including, without limitation, Medicaid infoiination; (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. "Legally Authorized Representative"of the Individual,as defined by Texas law,including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code §166.164; and Estates Code Ch. 752. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION 3.01 Obligations of CONTRACTOR CONTRACTOR agrees that: (A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent any portion of the Confidential Information from being used in HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 2 of 15 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(b)(1);45 CFR 164.514(d) (B) Except as Required by Law,CONTRACTOR will not disclose or allow access to any portion of the Confidential Information to any Person or other entity, other than Authorized User's Workforce or Subcontractors (as defined in 45 C.F.R. 160.103) of CONTRACTOR who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Event or Breach to CONTRACTOR's management,to carry out CONTRACTOR's obligations in connection with the Authorized Purpose. HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health & Safety Code§181.101 All of CONTRACTOR's Authorized Users, Workforce and Subcontractors with access to a state computer system or database will complete a cybersecurity training program certified under Texas Government Code Section 2054.519 by the Texas Department of Information Resources or offered under Texas Government Code Sec. 2054.519(f). (C) CONTRACTOR will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45 C.F.R. 164.308(a)(1)(ii)(C); 164.530(e); 164.410(b); 164.530(b)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CON TRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2)(ii)(A) (E) CONTRACTOR will not attempt to re-identify or further identify Confidential Information or De-identified Information,or attempt to contact any Individuals whose records are contained in the Confidential Information, except for an Authorized Purpose, without express written authorization from HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and (ii) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) and(4); Texas Health &Safety Code Ch. 181.002 (F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to carry out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 3 of 15 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii); 164.504(e)(1)(i) and(2). (G) CONTRACTOR is directly responsible for compliance with,and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR 164.504(e)(5);42 CFR 431.300, et seq. (H) If CON TRACTOR maintains PHI in a Designated Record Set which is Confidential Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a Designated Record Set upon request.CONTRACTOR will provide PHI to an Individual, or Legally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Privacy Regulations. CONTRACTOR will release PHI in accordance with the HIPAA Privacy Regulations upon receipt of a valid written authorization. CONTRACTOR will make other Confidential Information in CONTRACTOR's possession available pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach of Unsecured PHI as defined in HIPAA. CONTRACTOR will maintain an accounting of all such disclosures and provide it to HHS within 48 hours of HHS'request. 45 CFR 164.524and 164.504(e)(2)(ii)(E). (I) If PHI is subject to this Agreement, CONTRACTOR will make PHI as required by HIPAA available to HHS for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to HIPAA. 45 CFR 164.504(e)(2)(ii)(E) and(F). (J) If PHI is subject to this Agreement,CONTRACTOR will document and make available to HHS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations.45 CFR 164.504(e)(2)(ii)(G)and 164.528. (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI from an individual with a right of access to information subject to this DUA, it will respond to such request in compliance with the HIPAA Privacy Regulations. CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308; 164.530(c); 1 TAC 202. (M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may use PHI for the proper management and administration of CONTRACTOR or to carry out CONTRACTOR's }IRS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 4 of 15 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A legal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may disclose PHI for the proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if: 45 CFR 164.504(e)(4)(A). (1) Disclosure is Required by Law,provided that CON TRACTOR complies with Section 3.01(D); or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person; and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 45 CFR 164.504(e)(4)(ii)(B). (N) Except as otherwise limited by this DUA, CONTRACTOR will, if required by law and requested by HHS,use commercially reasonable efforts to use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA, 45 C.F.R. §164.501 and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B) (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, send to HHS or Destroy, at HHS's election and to the extent reasonably feasible and permissible by law, all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destroyed or sent to HHS, and that CON TRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential Information if federal law, state law, the Texas State Library and Archives Commission records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction.If such delivery or Destruction is not reasonably feasible,or is impermissible by law, CON TRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible, and agree to extend indefinitely the protections of this DUA to the Confidential Information and limit its further uses and disclosures to the purposes that make the return delivery or Destruction of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information. 45 CFR 164.504(e)(2)(ii)(.1) HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 5of15 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably anticipated threats or hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306; 164.530(c) (Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential Information, CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the HHS information security and privacy initial inquiry(SPI) at Attachment 1 . The SPI identifies basic privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by HHS as required by state and federal law, based on the type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk. CONTRACTOR's security controls will be based on the National Institute of Standards and Technology (NIST) Special Publication 800-53. CONTRACTOR will update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Information and will provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements. 45 CFR 164.306. (R) CONTRACTOR will establish, implement and maintain reasonable procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality,integrity,and availability of the Confidential Information,and with respect to PHI, as described in the HIPAA Privacy and Security Regulations,or other applicable laws or regulations relating to Confidential Information, to prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards); 164.530(c)(privacy safeguards). (S) CONTRACTOR will designate and identify, a Person or Persons, as Privacy Official 45 CFR 164.530(a)(1)and Information Security Official,each of whom is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA. CONTRACTOR will provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change. If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HHS request. 45 CFR 164.308(a)(2). (T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further, that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.502;164.514(d). HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 6 of 15 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB 10G25A (U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed, upon request. (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach, to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the Statement of Work. 45 CFR 164.308; 164.316; 164.514(d);164.530(i)(1). (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from,created by,or received,used or disclosed by CONTRACTOR for an Authorized Purpose for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308;164.514(d). (X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to,or copies of,PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary of the U.S. Department of Health and Human Services, or other federal or state law. 45 CFR 164.504(e)(2)(i)(I). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form, in accordance with applicable rules, regulations and laws.A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level. If required by rule,regulation or law, HHS Confidential Information at rest requires Encryption unless there is other adequate administrative, technical, and physical security.All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system,media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation,audit or the Discovery of an Event or Breach. Otherwise,requested production of such proof will be made as agreed upon by the parties.De-identification of HHS Confidential Information is a means of security. With respect to de-identification of PHI, "secure"means de-identified according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312;164.530(d). (Z) For each type of Confidential Information CONTRACTOR creates,receives, maintains,uses, discloses,has access to or transmits in the performance of the Statement of Work, CONTRACTOR will comply with the following laws rules and regulations, only to the extent applicable and required by law: • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 7 of 15 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A • The Privacy Act of 1974; • OMB Memorandum 07-16; • The Federal Information Security Management Act of 2002 (FISMA); • The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DUA; • Internal Revenue Publication 1075 —Tax Information Security Guidelines for Federal, State and Local Agencies; • National Institute of Standards and Technology(NIST) Special Publication 800-66 Revision 1 —An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A—Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 800-47 — Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88, Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI; and Any other State or Federal law,regulation,or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. (AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat any Personal Identifying Information it creates,receives,maintains,uses,transmits,destroys and/or discloses in accordance with Texas Business and Commerce Code, Chapter 521 and other applicable regulatory standards identified in Section 3.01(Z), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with HIPAA and other applicable regulatory standards identified in Section 3.01(Z). ARTICLE 4. BREACH NOTICE, REPORTING AND CORRECTION REQUIREMENTS 4.01 Breach or Event Notification to HHS. 45 CFR 164.400-414. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 8 of 15 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A (A) CONTRACTOR will cooperate fully with HHS in investigating,mitigating to the extent practicable and issuing notifications directed by HHS, for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS. (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues,until all effects of the Event are mitigated to HHS's reasonable satisfaction(the"incident response period"). 45 CFR 164.404. (C) Breach Notice: (1) Initial Notice. (a) For federal information, including without limitation, Federal Tax Information, Social Security Administration Data, and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after Discovery,or in a timeframe otherwise approved by HHS in writing,initially report to HHS's Privacy and Security Officers via email at: privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. (b) Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information. 45 CFR 164.410. (c) Name, and provide contact information to HHS for, CONTRACTOR's single point of contact who will communicate with HHS both on and off business hours during the incident response period. (2) Formal Notice.No later than two business days after the Initial Notice above, provide formal notification to privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA, including all reasonably available information about the Event or Breach, and CONTRACTOR's investigation, including without limitation and to the extent available:For(a) -(m) below:45 CFR 164.400-414. (a) The date the Event or Breach occurred; (b) The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery; (c) A brief description of the Event or Breach; including how it occurred and who is responsible (or hypotheses, if not yet determined); HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 9 of 15 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A (d) A brief description of CONTRACTOR's investigation and the status of the investigation; (e) A description of the types and amount of Confidential Information involved; (f) Identification of and number of all Individuals reasonably believed to be affected, including first and last name of the Individual and if applicable the, Legally Authorized Representative, last known address, age,telephone number,and email address if it is a preferred contact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; (g) CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; (h) CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential harm,including without limitation CONTRACTOR's provision of notifications, credit protection, claims monitoring, and any specific protections for a Legally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; (i) The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); (j) The steps CONTRACTOR has taken, or will take, to prevent or reduce the likelihood of recurrence of a similar Event or Breach; (k) Identify, describe or estimate the Persons, Workforce, Subcontractor,or Individuals and any law enforcement that may be involved in the Event or Breach; (1) A reasonable schedule for CONTRACTOR to provide regular updates during normal business hours to the foregoing in the future for response to the Event or Breach, but no less than every three (3) business days or as otherwise directed by HHS, including information about risk estimations,reporting,notification,if any,mitigation,corrective action,root cause analysis and when such activities are expected to be completed; and HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 10 of 15 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A (m) Any reasonably available,pertinent information,documents or reports related to an Event or Breach that HHS requests following Discovery. 4.02 Investigation,Response and Mitigation.45 CFR 164.308, 310 and 312; 164.530 (A) CONTRACTOR will immediately conduct a full and complete investigation, respond to the Event or Breach, commit necessary and appropriate staff and resources to expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction of HHS. (B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach, and provide the fmal assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. (D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any Confidential Information, including complying with reasonable corrective action or measures,as specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract. 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 (Authorities) (A) HHS may direct CONTRACTOR to provide Breach notification to Individuals,regulators or third-parties, as specified by HHS following a Breach. (B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all regulatory requirements regarding the time, manner and content of any notification to Individuals, regulators or third-parties, or any notice required by other state or federal authorities, including without limitation, notifications required by Texas Business and Commerce Code, Chapter 521.053(b) and HIPAA. HHS shall have ten(10)business days to provide said feedback to CONTRACTOR. Notice letters will be in CONTRACTOR's name and on CONTRACTOR's letterhead, unless otherwise directed by HHS, and will contain contact information, including the name and title of CONTRACTOR's representative, an email address and a toll-free telephone number, if required by applicable law, rule, or regulation, for the Individual to obtain additional information. (C) CONTRACTOR will provide HHS with copies of distributed and approved communications. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 11 of 15 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A (D) CONTRACTOR will have the burden of demonstrating to the reasonable satisfaction of HHS that any notification required by HHS was timely made.If there are delays outside of CONTRACTOR's control,CONTRACTOR will provide written documentation of the reasons for the delay. (E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. STATEMENT OF WORK "Statement of Work" means the services and deliverables to be performed or provided by CONTRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract. The Statement of Work, including any future amendments thereto,is incorporated by reference in this DUA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS 6.01 Oversight of Confidential Information CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor CONTRACTOR's access to and creation,receipt,maintenance,use,disclosure of the Confidential Information to confirm that CONTRACTOR is in compliance with this DUA. 6.02 HHS Commitment and Obligations HHS will not request CONTRACTOR to create, maintain,transmit,use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. 6.03 HHS Right to Inspection At any time upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to inspect the facilities,systems,books and records of CONTRACTOR to monitor compliance with this DUA. For purposes of this subsection,HHS's agent(s)include,without limitation,the HHS Office of the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal counsel or other designee. 6.04 Term; Termination of DUA; Survival This DUA will be effective on the date on which CONTRACTOR executes the DUA, and will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is extended or amended, this DUA shall be extended or amended concurrent with such extension or amendment. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 12 of 15 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. (B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation to return or Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the Confidential Information until such time as determined by HHS. (C) If HHS determines that CONTRACTOR has violated a material term of this DUA; HHS may in its sole discretion: (1) Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA; or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS; or (4) Terminate the DUA and Base Contract immediately,and seek relief in a court of competent jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation,the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. (D) If neither termination nor cure is feasible,HHS shall report the violation to the Secretary of the U.S. Department of Health and Human Services. (E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destroyed or returned to HHS, as required by this DUA. 6.05 Governing Law,Venue and Litigation (A) The validity,construction and performance of this DUA and the legal relations among the Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas. (B) The Parties agree that the courts of Texas,will be the exclusive venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of this DUA. 6.06 Injunctive Relief HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 13 of 15 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information. (B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply.Accordingly, CONTRACTOR agrees that HHS will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages,to enforce the terms of this DUA. 6.07 Responsibility. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity, CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, directors, officers, Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance (A) As a governmental entity, and in accordance with the limits of the Texas Tort Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, CONTRACTOR either maintains commercial insurance or self-insures with policy limits in an amount sufficient to cover CON"I RACTOR's liability arising under this DUA. CONTRACTOR will request that HHS be named as an additional insured. HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA.Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain insurance. (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect, at the request of HHS. 6.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, if any legal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract violation, Event, Breach, default, misrepresentation, or injunctive action, in connection with any of the provisions of this DUA, each party will bear their own legal expenses and the other cost incurred in that action or proceeding. 6.09 Entirety of the Contract This DUA is incorporated by reference into the Base Contract as an amendment thereto and, together with the Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of obligations arising under those documents will be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 14 of 15 DocuSign Envelope ID:4909C06E-OBDA-4D2A-AB71-E414EB10C25A enforced. If any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. 6.10 Automatic Amendment and Interpretation If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA and/or Confidential Information, or(ii) any change in the judicial or administrative interpretation of any such law,regulation or rule„upon the effective date of such change, this DUA shall be deemed to have been automatically amended, interpreted and read so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such changes.Any ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 15 of 15 DocuSign Certificate Of Completion Envelope Id:4909C06E0BDA4D2AAB71E414EB10C25A Status:Sent Subject: Please DocuSign:HHS001182200022; Port Arthur;Base;TB STATE Signature Packet Source Envelope: Document Pages:65 Signatures:0 Envelope Originator: Certificate Pages:5 Initials:0 CMS Internal Routing Mailbox AutoNav:Enabled 11493 Sunset Hills Road Envelopeld Stamping:Enabled #100 Time Zone:(UTC-06:00)Central Time(US&Canada) Reston,VA 20190 CMS.InternalRouting@dshs.texas.gov IP Address: 167.137.1.16 Record Tracking Status:Original Holder:CMS Internal Routing Mailbox Location: DocuSign 4/19/2022 2:58:41 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Ron Burton,City Manager Sent:4/19/2022 3:05:46 PM ron.burton@portarthurtx.gov City Manager City of Port Arthur Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/20/2022 2:42:18 PM ID:ae83aa89-6f00-4aad-acc6-6a3f917b8e6c Susana Garcia Susana.Garcia@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/22/2022 8:18:37 AM ID:fe6a12c5-5f02-48fd-94ec-b3a8fd3848df Patty Melchior Patty.Melchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/22/2022 8:43:50 AM ID: 1e63b14c-6ef3-4071-ab11-9fc7e72060ab Imelda Garcia ImeldaM.Garcia@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:7/6/2021 8:08:45 AM ID: 1 a6909aa-b026-45a9-be9f-4240c2e32ff9 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Lacy Alexander COPIED Sent:4/19/2022 3:05:46 PM lacy.alexander@dshs.texas.gov Viewed:4/19/2022 3:07:10 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Erika Flores COPIED Sent:4/19/2022 3:05:45 PM erika.flores@portarthurtx.gov Viewed:4/22/2022 9:42:49 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox CMS.InternalRouting@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/19/2022 3:05:46 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:9/14/2020 7:10:18 PM Parties agreed to:Ron Burton,City Manager,Susana Garcia,Patty Melchior,Imelda Garcia ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DSHS Contract Management Section(we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process,please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact DSHS Contract Management Section: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: alison.joffrion@hhsc.state.tx.us To advise DSHS Contract Management Section of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at alison.joffrion@hhsc.state.tx.us and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from DSHS Contract Management Section To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to alison.joffrion@hhsc.state.tx.us and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with DSHS Contract Management Section To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to alison.joffrion@hhsc.state.tx.us and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you,please confirm that you have read this ERSD, and(i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or(ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check-box next to `I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify DSHS Contract Management Section as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by DSHS Contract Management Section during the course of your relationship with DSHS Contract Management Section.