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Agenda Packet City Council – 05/16/2023
Lw,A.,5r.,f,�r s City of Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 _ x w cctexas.com \ Meeting Agenda - Final-revised City Council Tuesday, May 16,2023 11:30 AM Council Chambers Addendums may be added on Friday. Public Notice: Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete ingles-espanol en todas las juntas del Concilio para ayudarle. This meeting may be held via videoconference call pursuant to Texas Government Code § 551.127. If this meeting is held via videoconference call or other remote method of meeting, then a member of this governmental body presiding over this meeting will be physically present at the location of this meeting unless this meeting is held pursuant to Texas Government Code § 551.125 due to an emergency or other public necessity pursuant to Texas Government Code § 551.045. A. Mayor Paulette Guajardo to call the meeting to order. B. Invocation to be given by Pastor Rick Barrera, Believe Church. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Arianna Garcia, Senior at Veterans Memorial High School. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. SWEARING-IN CERMONY FOR NEWLY APPOINTED MUNICIPAL COURT JUDGES F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: 1. 23-0799 46th Annual Beach to Bay Relay Marathon on Saturday, May 20, 2023 2. 23-0800 American Rescue Plan Act Update 3. 23-0801 Nueces County Hospital District Presentation - John Valls, Board Chairman City of Corpus Christi Page 1 Printed on 5/15/2023 City Council Meeting Agenda-Final-revised May 16,2023 G. PUBLIC COMMENT -APPROXIMATELY 12:00 P.M. To speak during this public comment period, you must sign up before the meeting begins. Each speaker is limited to a total of no more than 3 minutes per speaker. You will not be allowed to speak again on an item when the Council is considering the item. Time limits may be restricted further by the Mayor at any meeting. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Written comments may be submitted at cctexas.com/departments/city-secretary. Electronic media that you would like to use may only be introduced into the City system IF approved by the City's Information Technology (IT) Department at least 24 hours prior to the Meeting. Please contact IT at 826-3211 to coordinate. This is a public hearing for all items on this agenda. H. BOARD &COMMITTEE APPOINTMENTS: I. EXPLANATION OF COUNCIL ACTION: J. CONSENT AGENDA: (ITEMS 4 - 17) 4. 23-0824 Approval of the May 9, 2023 Regular Meeting Minutes sponsors: City Secretary's Office Consent-Second Reading Ordinances 5. 23-0728 Ordinance authorizing acceptance of a grant from the State of Texas, Department of Transportation for the FY 2023 Click It or Ticket Program for the Police Department in an amount of$10,591.36 with a City cash match of$2,822.74 for overtime and fringe benefits with funding available from the General Fund; and appropriating $10,591.36 in the Police Grants Fund. sponsors: Police Department 6. 23-0672 Ordinance authorizing acceptance of the TX HEAT Scholarship from the Yvorra Leadership Development Foundation for the Corpus Christi Fire Department in an amount of$2,500.00 for the registration and travel of two Hazmat personnel to the International Association of Fire Chiefs Hazardous Material Response Team Conference; and appropriating funds in the amount of$2,500.00 to Fire Department Grants Fund; and amending the operating budget. sponsors: Fire Department 7. 23-0734 Ordinance authorizing a two-year lease agreement with an automatic renewal of three additional one-year terms with Emerald City Cargo, LLC for office space inside the Airport Terminal building at the Corpus Christi International Airport (CCIA). sponsors: Aviation Department City of Corpus Christi Page 2 Printed on 5/15/2023 City Council Meeting Agenda-Final-revised May 16,2023 8. 23-0471 Mid-Year Budget Adjustment Ordinance amending City Code Section 23-42 increasing the fee for birth and death certificate covers; and amending the FY 2023 Operating Budget to transfer and appropriate $110,789.68 from the unreserved fund balance in the General Fund for judicial salary adjustments, appropriating $1,250,000.00 in the Visitor Facilities Fund for capital contributions from OVG360 for various improvements at the American Bank Center facility, increasing revenue by $1,450,000.00 in the Tax Increment Reinvestment Zone No. 2 Fund for the estimate of Nueces County funds for TIRZ#2, appropriating $430,268.00 in the Tax Increment Reinvestment Zone No. 2 Fund for TIRZ #2 expenditures, and adding three positions to the Economic Development Department. sponsors: Office of Management and Budget General Consent Items 9. 23-0802 Resolution supporting the City of Corpus Christi's application to the Texas Department of Transportation's 2023 Transportation Alternatives Set-aside (TA) call for projects for the Holly Road Train Trestle to Tourism Trail Project. sponsors: Planning Department Consent-First Reading Ordinances 10. 23-0756 Ordinance accepting a grant to combat drug and human trafficking from the State of Texas Governor's Homeland Security Grants Division in the amount of$145,245.00 for overtime and fringe benefits for the Corpus Christi Police Department; and appropriating $145,245.00 in the Police Grants Fund. sponsors: Police Department 11. 23-0711 Ordinance appropriating $160,905.00 in the Health Grant Fund for an increase in the Infectious Disease Prevention and Control Unit - COVID (IDCU-COVID) Grant Program from the Texas Department of State Health Services (DSHS) to provide COVID-19 epidemiologic and surveillance response activities and laboratory response network activities for the period September 1, 2022, through August 31, 2024. sponsors: Health Department 12. 23-0727 Ordinance authorizing acceptance of Center for Health Emergency Preparedness and Response Grant for $205,548.00 with an in-kind match of$20,565.00 from the Texas Department of State Health Services (DSHS); and appropriating $205,548.00 in the Health Grant Fund to provide Laboratory Response Network (LRN) Level 3 chemical laboratory surge capacity activities for the period of July 1, 2023, through June 30, 2024. sponsors: Health Department City of Corpus Christi Page 3 Printed on 5/15/2023 City Council Meeting Agenda-Final-revised May 16,2023 13. 23-0731 Ordinance authorizing acceptance of Laboratory Response Network Influenza Surveillance and Epidemiology Grant for$10,000.00 from the Texas Department of State Health (DSHS); and appropriating $10,000.00 in the Health Grant Fund to provide flu testing program for the period of September 1, 2023, through August 31, 2025. Sponsors: Health Department 14. 23-0742 Ordinance appropriating $66,577.00 in the Health Grant Fund for an increase in the Tuberculosis Prevention and Control Grant from the Department of State Health Services (DSHS) to provide tuberculosis prevention and control services for the period September 1, 2023, through August 31, 2024. Sponsors: Health Department 15. 23-0777 Ordinance authorizing acceptance of Public Health Emergency Preparedness (PHEP) Grant for $240,003.00 with a cash match of $24,000.00 from the Texas Department of State Health Services (DSHS); appropriating $264,003.00 to provide funding activities in support of the PHEP Cooperative Agreement from the Centers for Disease Control and Prevention for the period of July 1, 2023, through June 30, 2024. Sponsors: Health Department 16. 23-0786 Ordinance appropriating $75,000.00 in the Health Grant Fund for an increase in the Health Disparities Grant from the Department of State Health Services (DSHS) to provide community engagement in communities disproportionately impacted by COVID-19 for the period June 1, 2023, through May 31, 2024. Sponsors: Health Department 17. 23-0794 Ordinance appropriating $41,865.00 from an increase in the HIV Surveillance Grant Program administered by the Department of State Health Services (DSHS) for the period September 1, 2023, through August 31, 2024, to provide HIV surveillance and control services. Sponsors: Health Department K. LEGISLATIVE UPDATE: L. RECESS FOR LUNCH M. PUBLIC HEARINGS: (ITEM 18) 18. 23-0788 Ordinance amending Ordinance No. 024270, which created the Reinvestment Zone No. 2, City of Corpus Christi ("TIRZ #2") on Padre Island, by amending the City's contribution amount, which will increase anticipated revenues by $140,100,000 for total revenue of$201,000,000; modifying the boundaries to add areas requested for inclusion by Nueces County; and to add approved projects and anticipated expenditures in the City of Corpus Christi Page 4 Printed on 5/15/2023 City Council Meeting Agenda-Final-revised May 16,2023 amount of$150,950,000 for total expenditures of$201,000,000, which will be more fully defined within a future amendment, as recommended by the TIRZ #2 Board on April 18, 2023. sponsors: Finance &Procurement N. INDIVIDUAL CONSIDERATION ITEMS: (ITEM 19) 19. 23-0796 Motion awarding a Master Services Agreement for Staff Augmentation Services to AGICM of Corpus Christi in a total amount not to exceed $1,500,000.00 with a base year and one renewal option to be administratively authorized supporting projects located Citywide with funding available from the Capital Program and Bond Program. sponsors: Engineering Services and Contracts and Procurement O. BRIEFINGS: P. EXECUTIVE SESSION: (ITEM 20) 20. 23-0881 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to corporate filings, the Texas Secretary of State, The Port of Corpus Christi Authority of Nueces County, and/or Port Corpus Christi. Q. ADJOURNMENT City of Corpus Christi Page 5 Printed on 5/15/2023 p r ti AMERICAN RESCUE PLAN ACT CITY MANAGER COMMENTS MAY 161 2023 OVERVIEW �R • American Rescue Plan Act (ARPS) signed into law on March 11, 2021 y° • Funding administered through the t� Department of Treasury _ X • Relief package totaled $1.9 trillion in funding ,N. • Included $350 billion for state and local governments "to mitigate the fiscal effects stemming from the public health emergency" • City of Corpus Christi received $67.6 million APPROVED INFRASTRUCTURE PROJECTS After reviewing the allowable uses as defined by the Department of Treasury, these projects were determined to be allowable and address critical infrastructure needs across the City of Corpus Christi. Project Ist Tranche 2nd Tranche Total Downtown Outdoor Dining Development $100K $0 $100K North Beach Drainage Improvements $0 $S.OM $S.OM Citywide Waterline Replacement $15.OM $15.OM $30.OM Citywide Wastewater Lift Station Upgrades $11.4M $7.OM $18.4M Citywide Stormwater Improvements $ S.OM $S.OM $10.OM Construction of Fire Station#3(Total estimated cost $0 $4.05M $4.05M $7.5M)* Total $31.5M $ 36.55M $67.55M *The proposed project is not an allowable expense under the infrastructure definition, but the City is able to utilize the funds received through Revenue Replacement APPROVED INFRASTRUCTURE PROJECTS- SPENDING To DATE Project Project Total Expenditures Remaining Cost LTD Funds Downtown Outdoor Dining Development $ 100K $26.OK $74.OK North Beach Drainage Improvements $ 5.OM $0 $5.OM Citywide Waterline Replacement $30.OM $9.2M $20.8M Citywide Wastewater Lift Station Upgrades $18.4M $5.3M $13.1M Citywide Stormwater Improvements $10.OM $5.OM $10.OM Construction of Fire Station#3 (Total estimated cost$7.5M) $4.05M $0 $4.05M Total $67.55M $19.52M $48.03M Funds must be committed by the end of 2024 and fully expensed by the end of 2026 1• p r ti AMERICAN RESCUE PLAN ACT CITY MANAGER COMMENTS APRIL 11, 2023 City of Corpus Christi 1201 Leopard Street / Corpus Christi,TX 78401 cctexas.com Meeting Minutes City Council Tuesday, May 9, 2023 11:30 AM Council Chambers Addendums may be added on Friday. A. Mayor Paulette Guajardo to call the meeting to order. Mayor Guajardo called the meeting to order at 11:39 a.m. B. Invocation to be given by Pastor Rick Milby, Corpus Christi Cross Project. Pastor Rick Milby, Corpus Christi Cross Project, gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Benjamin Sandoval, Senior at Mary Carroll High School. Benjamin Sandoval, Senior at Mary Carroll High School, led the Pledge of Allegiance to the Flag of the United States of America and to the Texas Flag. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Peter Zanoni, City Attorney Miles Risley and City Secretary Rebecca Huerta Present: 8- Mayor Paulette Guajardo,Council Member Gil Hernandez,Council Member Michael Hunter,Council Member Mike Pusley,Council Member Dan Suckley,Council Member Everett Roy,Council Member Jim Klein, and Council Member Sylvia Campos Absent: 1 - Council Member Roland Barrera E. SWEARING-IN NEW FIRE CHIEF BRANDON WADE The Honorable Missy Medary 347th District Court conducted the swearing-in for the new Fire Chief Brandon Wade. F. PUBLIC COMMENT Mayor Guajardo opened public comment. Steve Klepper, 317 Sunset Ave., spoke about storm water fees and the lack of transparency regarding water rates. City of Corpus Christi Page 1 Printed on 511212023 City Council Meeting Minutes May 9, 2023 Shawn Flanagan, 4218 Herndon St. and Richard Milby, 4412 High Ridge Dr., spoke in opposition to an environmental and sustainability department. Silvia Jimenez d la Garza, 3009 Charles Dr., spoke about the lack of infrastructure and services in Annaville. Mariah Boone, 710 Ponder St., spoke about changing the panhandling city ordinances. Dorothy Pena, 2114 Meadowpass Dr., spoke about the Flint Hills oil spill report. Dustin Cronan, 5026 Yorktown Blvd., spoke about creating a non-profit board and is searching for board members. Kimberly McIntosh, 422 Palmero St., spoke about her concern regarding the interim wastewater rate, code enforcement issue, and customer service issues. Jean Gaskins, 226 Mohawk St., expressed concern about property tax increases, specifically for low-income residents. Adam Rios, 7301 Tangled Ridge Court, stated that National Go Skate Day is June 21, and spoke about his disappointment with the poor maintenance of Salinas Park. United Corpus Christi Chamber of Commerce, Al Arreola, 301 Louis Dr., spoke in support of Item 19, TIRZ #2. United Corpus Christi Chamber of Commerce, Ginny Cross, 602 N. Staples St. and South Texas Military Task Force Kresten Cook, 4718 Mars Hill, spoke in support of Items 14 and 15, DEAAG. Philip Blackmar, 13801 Primavera Dr., spoke in support of the Watershore and Beach Advisory Committee Resolutions regarding State Legislature and public beach access. Michael Miller, 51 Camden Place, spoke in opposition to Item 9, the Water Gardens. Susie Luna-Saldana, 4710 Hakel Dr., spoke in support of Item 9, the Water Gardens. Armon Alex, 1610 La Joya St., spoke in support of an environmental and sustainability department. Dr. Jennifer Scott, 138 Richard St., recommended the nomination of Jonathan Nabours to the Committee for Persons with Disabilities. The following citizens submitted written public comments which are attached to the minutes: John Wilson, 121 Del Mar Blvd.; Love Sanchez, P.O. Box 60286; Claudia Black, 314 Knickerbocker St.; and Melanie Gomez, 3902 Willow St. City of Corpus Christi Page 2 Printed on 511212023 City Council Meeting Minutes May 9, 2023 G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: 1. 23-0739 Flint Hills Resources Report on Ingleside Discharge Event Director of Public Affairs with Flint Hills Resources Andy Saenz and Regional Operations Manager for Pipelines and Terminals with Flint Hills Resources Tom Baldesame provided an update on the Flint Hills Resources Report on Ingleside Discharge Event as follows: release at site dock 4 and 5; and key findings. Council Members, City Manager Peter Zanoni, Mr. Saenz, and Mr. Baldesame discussed the following topics: a Council Member believes that an environmental sustainability department is important in the event of a future accident; the procedural process has been updated; better communication with the City will occur in the future; since no discharge material has been found in the last three weeks, clean-up efforts have ceased; and Flint Hills partnered with the Texas General Land Office and Coast Guard and did not find any long-term environmental risks. 2. 23-0738 Second Quarter Budget Update City Manager Peter Zanoni presented information on the Second Quarter Budget Update as follows: presentation overview; general fund revenues; general fund expenses; FY 2023 budget initiatives (all funds); HOT tax revenue; water fund revenues and expenses; wastewater fund revenues and expenses; Capital Improvement Program (CI P); second quarter summary; and next steps. Council Members, City Manager Zanoni, and Assistant Director of Support Services Reba George discussed the following topics: the large volume users contingency fund is expected to be $19 million at the end of the fiscal year for a drought proof water source; the $8 million expense variance in the wastewater fund is attributed to materials, equipment and hiring; some encumbrances are not included in the expenditure total; a better estimate on the CIP will be brought to Council in July; revenues are based on water demand; the expenditures are mainly labor costs; consider delving into the fees assessed to water rate payers; staff will explore the large volume user rate structure; and the drought contingency plan will be brought back to Council in a few months providing a five-year history of fee collection. 3. 23-0740 Junior Olympic Boxing Recap City Manager Peter Zanoni said 490 boxers participated in the Junior Olympic Boxing Tournament, ages 8-16, with over 4,400 spectators in attendance. Coach Joe De La Paz announced that 38 participants are advancing to the Nationals in June. He thanked American Bank staff and the sponsors for their support and assistance with this event. H. BOARD &COMMITTEE APPOINTMENTS: City of Corpus Christi Page 3 Printed on 511212023 City Council Meeting Minutes May 9, 2023 4. 23-0785 Animal Care Advisory Committee (2 vacancies) Committee for Persons with Disabilities (1 vacancy) Ethics Commission (1 vacancy) Library Board (1 vacancy) Transportation Advisory Commission (5 vacancies) Mayor Guajardo referred to Item 4. Animal Care Advisory Committee: Reappointed: Michele King (Veterinarian) and Jackie McCollough (At-Large) Committee for Persons with Disabilities: Appointed: Susan Depoliti Tower Ethics Commission: Appointed: Kamlesh Bhikha Library Board: Appointed: Candace S. Hart (At-Large) Transportation Advisory Commission: Reappointed: Nicholas A. Fernandez (At-Large) and Jeffrey Pollack (Bicycle Community Representative) I. EXPLANATION OF COUNCIL ACTION: J. CONSENT AGENDA: (ITEMS 5 - 18) Approval of the Consent Agenda Mayor Guajardo referred to the Consent Agenda. Council Members pulled Items 6, 9 and 14 for individual consideration. Council Member Pusley moved to approve the consent agenda with the exception of Items 6, 9 and 14, seconded by Council Member Roy. The motion carried by the following vote: Aye: 8- Mayor Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Barrera Abstained: 0 5. 23-0759 Approval of the April 25, 2023 Regular Meeting Minutes The Minutes were approved on the consent agenda. City of Corpus Christi Page 4 Printed on 511212023 City Council Meeting Minutes May 9, 2023 Consent-Second Reading Ordinances 6. 23-0700 Ordinance amending Chapter 121/2of the Corpus Christi Code to add experience requirement for Audit Committee, allow for an ex-officio member of the audit committee, clarify access to records, modify audit follow up timeline, and modify composition of ad hoc committee for city auditor vacancy review. Mayor Guajardo referred to Item 6. Council Members and City Auditor George Holland discussed the following topics: a concern that Council Members who serve on the Audit Committee should not be required to have knowledge of audit or finance; the best practice among other cities include a preferred but not required background in audit or finance; and the proposed code amendment appears to limit Council Members ability to serve on the audit committee. Council Member Pusley moved to table the ordinance, seconded by Council Member Roy. This Ordinance was tabled with the following vote: Aye: 7- Mayor Guajardo, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Absent: 1 - Council Member Barrera Abstained: 0 7. 23-0709 Ordinance approving the amended Tax Increment Reinvestment Zone #3 Project & Financing Plans as approved by the Board of Directors of Reinvestment Zone Number Three, City of Corpus Christi, Texas on March 28, 2023, which amends the Downtown Living Initiative and Streetscape and Safety Improvement programs, adds eligible projects for public space, right-of-way, and streetscape development, and adds an additional incentive program named the Targeted Office to Residential Conversion Program. This Ordinance was passed on second reading on the consent agenda. Enactment No: 033032 8. 23-0606 Case No. 0323-01, Citgo Refining and Chemicals Company, LP (District 1). Ordinance rezoning property at or near 1802 Nueces Bay Boulevard from the "RS-6" Single-Family 6 District to the "ON" Neighborhood Office District; providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval of the change of zoning from the "RS-6" Single-Family 6 District to the "ON" Neighborhood Office District.) This Ordinance was passed on second reading on the consent agenda. Enactment No: 033033 City of Corpus Christi Page 5 Printed on 511212023 City Council Meeting Minutes May 9, 2023 9. 23-0699 Ordinance authorizing the construction contract to Fulton Construction Inc., Corpus Christi, Texas, for the restoration of the Water Gardens in an amount not to exceed $7,651,481.00, with funding available from Seawall Capital Improvement Fund; appropriating $3,500,000.00 from the Seawall unreserved fund balance to the Seawall Capital Improvement Fund; and amending the FY 2023 Capital Improvement Budget. Mayor Guajardo referred to Item 9. Council Members, City Manager Peter Zanoni, Director of Engineering Services Jeff Edmonds, Deputy City Manager Michael Rodriguez, Assistant Director of Finance and Procurement Josh Chronley, and Assistant Director of Construction Management Brett Van Hazel discussed the following topics: a Council Member was opposed to the contract because he felt it was not the best use of funding or property; a Council Member's concern about the procurement process for hiring the construction company; ensure that this project stays within budget; in response to a Council Member's concern about not using City engineers for this project, staff stated that the City's business model is in project management and oversight; minimum requirements are key when hiring a contractor; a scoring committee with representatives from other cities was created to hire the construction contractor; the importance that funds be used wisely for long-term improvements; the original design will be maintained; make certain that the existing monument is restored; a request that corporate sponsors assist with the cost of this project; the water feature does not need to be removed to install the new lighting system; the vault will be sealed to prevent groundwater from entering and the sump pump system will be upgraded; once the equipment is installed, a detailed maintenance plan will be in the budget; the new backup generators use natural gas and are piped into the City's gas system; and this contractor is also the designer for the project. Council Member Roy moved to approve the ordinance, seconded by Council Member Campos. This Ordinance was passed on second reading and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Absent: 1 - Council Member Barrera Abstained: 0 Enactment No: 033034 Consent- Contracts and Procurement 10. 23-0673 Resolution authorizing a seven-month supply agreement with Neptune Technology Group, Inc., of Tallassee, Alabama, in an amount not to exceed $1,492,058.47 for the purchase of water meters for Corpus Christi Water, with FY 2023 funding of$450,000.00 from the Water Fund. City of Corpus Christi Page 6 Printed on 511212023 City Council Meeting Minutes May 9, 2023 This Resolution was passed on the consent agenda. Enactment No: 033035 11. 23-0667 Motion authorizing execution of one-year supply agreement with two one-year option periods, with Tellus Equipment Solutions, LLC, of Katy, Texas, in an amount not to exceed $230,000.00, and a potential amount of$690,000.00 if options are exercised, for OEM John Deere parts, for Asset Management-Fleet, with FY 2023 funding of$95,833.34 from the Fleet Maintenance Service Fund. This Motion was passed on the consent agenda. Enactment No: M2023-065 Consent- Capital Projects 12. 23-0635 Motion authorizing a professional services contract with Urban Engineering, Corpus Christ, TX, to provide design, bid, and construction phase services for Flour Bluff 18-Inch Line Extension in an amount not to exceed $491,707.00, located in Council District 4, with FY 2023 funding available from Water Capital Fund. This Motion was passed on the consent agenda. Enactment No: M2023-066 General Consent Items 13. 23-0647 Resolution authorizing the additional expenditure of$320,655.89 for the acquisition of 35 previously approved vehicles for various departments, with FY 2023 funding provided from the identified funds. This Resolution was passed on the consent agenda. Enactment No: 033036 14. 23-0791 Resolution authorizing the submission of a scalable grant of up to $1,000,000 to the Office of the Governor for funding from the Texas Military Preparedness Commission's Defense Economic Adjustment Assistance Grant Program with a match contribution of$60,000 up to $120,000 from the Texas Military Preparedness Commission Fund for project management and grant administration services for the Perimeter Fencing Project at Naval Air Station Corpus Christi. Mayor Guajardo referred to Item 14. A Council Member and the City's Contract Grant Writer Tom Tagliabue discussed the following topic: how solar-powered electric vehicle charging stations assist with infrastructure for the Corpus Christi Army Depot. Council Member Hernandez moved to approve the resolution, seconded by Council City of Corpus Christi Page 7 Printed on 511212023 City Council Meeting Minutes May 9, 2023 Member Hunter. This Resolution was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Barrera Abstained: 0 Enactment No: 033037 15. 23-0758 Resolution authorizing a grant application in the amount of$175,000 to the Office of the Governor for funding from the Texas Military Preparedness Commission's Defense Economic Adjustment Assistant Grant Program with a match of up to $10,000 from the Texas Military Preparedness Commission Fund for project management/procurement management and grant administration services to acquire two portable solar-powered electric vehicle charging stations for the Corpus Christi Army Depot. This Resolution was passed on the consent agenda. Enactment No: 033038 Consent-First Reading Ordinances 16. 23-0728 Ordinance authorizing acceptance of a grant from the State of Texas, Department of Transportation for the FY 2023 Click It or Ticket Program for the Police Department in an amount of$10,591.36 with a City cash match of $2,822.74 for overtime and fringe benefits with funding available from the General Fund; and appropriating $10,591.36 in the Police Grants Fund. This Ordinance was passed on first reading on the consent agenda. 17. 23-0672 Ordinance authorizing acceptance of the TX HEAT Scholarship from the Yvorra Leadership Development Foundation for the Corpus Christi Fire Department in an amount of$2,500.00 for the registration and travel of two Hazmat personnel to the International Association of Fire Chiefs Hazardous Material Response Team Conference; and appropriating funds in the amount of$2,500.00 to Fire Department Grants Fund; and amending the operating budget. This Ordinance was passed on first reading on the consent agenda. 18. 23-0734 Ordinance authorizing a two-year lease agreement with an automatic renewal of three additional one-year terms with Emerald City Cargo, LLC for office space inside the Airport Terminal building at the Corpus Christi International Airport (CCIA). This Ordinance was passed on first reading on the consent agenda. K. LEGISLATIVE UPDATE: City of Corpus Christi Page 8 Printed on 511212023 City Council Meeting Minutes May 9, 2023 Senior Intergovernmental Relations Coordinator Wendy Herman presented information on the following topics: Bills to Watch-Preemption Bill; American Bank Center Bill; Annexation Bill; Lobbyist Bill; Gambling Bill; and Competitive Bidding Bill. Council Members and Senior Intergovernmental Relations Coordinator Herman discussed the following topic: the deadline for bills to be heard at the House was May 8, 2023, and the Senate deadline is May 18, 2023, SB 1039 elections. L. RECESS FOR LUNCH Mayor Guajardo recessed the Council meeting for lunch at 2:05 p.m. Mayor Guajardo reconvened the meeting at 2:49 p.m. M. PUBLIC HEARINGS: (ITEM 19) 19. 23-0788 Ordinance amending Ordinance No. 024270, which created the Reinvestment Zone No. 2, City of Corpus Christi ("TIRZ #2") on Padre Island, by amending the City's contribution amount, which will increase anticipated revenues by $140,100,000 for total revenue of$201,000,000; modifying the boundaries to add areas requested for inclusion by Nueces County; and to add approved projects and anticipated expenditures in the amount of$150,950,000 for total expenditures of$201,000,000, which will be more fully defined within a future amendment, as recommended by the TIRZ #2 Board on April 18, 2023. Mayor Guajardo referred to Item 19. Director of Finance and Procurement Heather Hurlbert presented information on the following topics: city council actions November and December 2022; today's actions; and revenue contribution. Council Members and Director Hurlbert discussed the following topics: this ordinance addresses only the funding portion without any projects; and a Council Member's desire to include the west side area in the Tax Increment Reinvestment Zones. Mayor Guajardo opened the public hearing. There were no comments from the public. Mayor Guajardo closed the public hearing. Council Member Suckley moved to approve the ordinance, seconded by Council Member Hunter. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos City of Corpus Christi Page 9 Printed on 5/12/2023 City Council Meeting Minutes May 9, 2023 Absent: 1 - Council Member Barrera Abstained: 0 N. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 20 -26) 20. 23-0789 Resolution authorizing execution of an Interlocal Cooperation Agreement with the Nueces County for participation in the Island Tax Increment Reinvestment Zone No. 2 for a twenty-year period ending December 31, 2042. Mayor Guajardo referred to Item 20. There were no comments from the Council or the public. Council Member Pusley moved to approve the resolution, seconded by Council Member Hunter. This Resolution was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Barrera Abstained: 0 Enactment No: 033039 21. 23-0471 Mid-Year Budget Adjustment Ordinance amending City Code Section 23-42 increasing the fee for birth and death certificate covers; and amending the FY 2023 Operating Budget to transfer and appropriate $110,789.68 from the unreserved fund balance in the General Fund for judicial salary adjustments, appropriating $1,250,000.00 in the Visitor Facilities Fund for capital contributions from OVG360 for various improvements at the American Bank Center facility, increasing revenue by $1,450,000.00 in the Tax Increment Reinvestment Zone No. 2 Fund for the estimate of Nueces County funds for TIRZ#2, appropriating $430,268.00 in the Tax Increment Reinvestment Zone No. 2 Fund for TIRZ #2 expenditures, and adding three positions to the Economic Development Department. Mayor Guajardo referred to Item 21. Director of Management and Budget Eddie Houlihan presented the mid-year budget adjustment. Council Members, Director Houlihan, City Manager Peter Zanoni, and City Attorney Miles Risley discussed the following topics: a Council Member's request to remove the three positions for the Economic Development Department; the three additional positions would manage nine city-owned facilities on the Bayfront; the importance of bringing in one or two positions that can focus on small business development; a Council Member's concern with Section 55-100 winter quarter averaging for wastewater fees was unclear City of Corpus Christi Page 10 Printed on 511212023 City Council Meeting Minutes May 9, 2023 for residents; a Council Member's request to redefine the Economic Development Department; and a request for facilities and preventative maintenance expertise for the three additional positions. Council Member Pusley moved to amend the ordinance to remove section 55-100 schedule, seconded by Council Member Hunter and approved with the following vote: Mayor Guajardo, Council Members Hunter, Pusley, Suckley, Roy, Klein and Campos voting "yes," and Council Member Hernandez voting "no." Council Member Pusley moved to approve the ordinance as amended, seconded by Council Member Hunter. This Ordinance was passed on first reading as amended and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Absent: 1 - Council Member Barrera Abstained: 0 22. 23-0452 Resolution awarding a construction contract to Reytec Construction, Corpus Christi, Texas, for reconstruction of Park Road 22 South Access Road - Commodore to Jackfish with new concrete pavement, curb and gutter, sidewalks, ADA compliant curb ramps, signage, pavement markings, installation of street lighting, and utilities improvements in an amount of$2,819,461.50, located in City Council District 4 with FY 2023 funding available from the Street Bond 2020, Storm Water, Water and Wastewater Funds. Mayor Guajardo referred to Item 22. Mayor Guajardo opened public comment. There were no comments from the Council or the public. Mayor Guajardo closed public comment. Council Member Hunter moved to approve the resolution, seconded by Council Member Hernandez. This Resolution was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Barrera Abstained: 0 Enactment No: 033040 City of Corpus Christi Page 11 Printed on 511212023 City Council Meeting Minutes May 9, 2023 23. 23-0453 Resolution awarding a construction contract to JE Construction Services, LLC, Corpus Christi, Texas, for reconstruction of Jackfish from Aquarius to Park Road 22 with new concrete pavement, curb and gutter, sidewalks, ADA compliant curb ramps, signage, pavement markings, installation of street lighting, and utilities improvements in an amount of$1,834,830.00, located in City Council District 4 with FY 2023 funding available from the Street Bond 2020, Storm Water, Water and Wastewater Funds. Mayor Guajardo referred to Item 23. Council Members, City Manager Peter Zanoni, and Director of Engineering Services Jeff Edmonds discussed the following topics: if the five foot sidewalk will be utilized for golf carts; the pedestrian mobility program will be constructed in about a year; the two construction contractors will act jointly to minimize traffic concerns on the island; and water lines are inspected during the design phase. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Suckley moved to approve the resolution, seconded by Council Member Campos. This Resolution was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Barrera Abstained: 0 Enactment No: 033041 24. 23-0737 Motion awarding 13 Master Services Agreements for various Engineering Professional Services in an aggregate not-to-exceed amount of $13,100,000.00, with projects located Citywide, with FY 2023 funding available from the Capital Program, Bond Program Funds and operating budgets. Mayor Guajardo referred to Item 24. A Council Member, City Manager Peter Zanoni, Director of Engineering Services Jeff Edmonds, and Assistant Director of Finance and Procurement Josh Chronley discussed the following topics: a Council Member's concern with the professional service procurement process; the procurement process has improved within the last four years; and staff is continuously working on making the scoring process more coherent. Mayor Guajardo opened public comment. City of Corpus Christi Page 12 Printed on 511212023 City Council Meeting Minutes May 9, 2023 There were no comments from the public. Mayor Guajardo closed public comment. Council Member Pusley moved to approve the motion, seconded by Council Member Hunter. This Motion was passed and approved with the following vote: Aye: 7- Mayor Guajardo, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Absent: 1 - Council Member Barrera Abstained: 0 Enactment No: M2023-067 25. 21-0912 Resolution authorizing a professional services contract with Turner Ramirez Architects of Corpus Christi Texas to provide a Design of the New Boat Haul Out Office Retail Facility in an amount not to exceed $648,588.00, with FY 2023 funding available from the Seawall Fund. Mayor Guajardo referred to Item 25. Council Members and Corpus Christi Marina Manager Jonathan Atwood discussed the following topics: the New Boat Haul Out Facility keeps maintenance equipment for the marina and serves as a break room; the Boat Haul Out Yard is a facility with a boat lift to perform maintenance on the vessels; a Council Member's concern that no funding for demolition was included in the Capital Improvement Program (CIP); if the contractor has the expertise to perform the work on this particular project; and to ensure that the Marina Advisory Committee be involved in this project. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Hunter moved to approve the resolution, seconded by Council Member Pusley. This Resolution was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Barrera Abstained: 0 Enactment No: 033042 City of Corpus Christi Page 13 Printed on 511212023 City Council Meeting Minutes May 9, 2023 26. 21-0913 Resolution authorizing a professional services contract with Richter Architects of Corpus Christi Texas to provide design for the Coopers Boat Facility and to Perform Construction Management Improvements for Facility and Parking Lot Resurfacing at the L Head (Pier) in an amount not to exceed $342,047.00, with FY 2023 funding available from the Seawall Fund. Mayor Guajardo referred to Item 26. Council Members, City Manager Peter Zanoni, and Director of Engineering Services Jeff Edmonds discussed the following topics: a concern that the architect will be supervising the roadwork on this project; and a request that staff include the demolition cost in the Capital Improvement Program (CIP). Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Hunter moved to approve the resolution, seconded by Council Member Pusley. This Resolution was passed and approved with the following vote: Aye: 8- Mayor Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Absent: 1 - Council Member Barrera Abstained: 0 Enactment No: 033043 O. BRIEFINGS: (NONE) P. EXECUTIVE SESSION: (NONE) Q. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 5:25 p.m City of Corpus Christi Page 14 Printed on 511212023 Norma Duran From: Jotform <noreply@jotform.com> Sent: Tuesday, May 9, 2023 8:53 AM To: CitySecretary; Norma Duran Subject: [EXTERNAL]Public Input: 05-09-2023 -John Wilson [ [ WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] LDPublic Comment & Input Form Date of Meeting 05-09-2023 Name John Wilson Address Street Address: 121 Del Mar Blvd City: Corpus Christi State/ Province:TX Postal/Zip Code: 78404 Topic Lack of competitive bidding Agenda Item Number 9 Describe Feedback: The City's Request for Qualifications related to the construction of the Water Gardens was flawed and written in a manner designed to favor one company, Fulton Construction, by effectively disqualifying any other interested company.The first item listed under Minimum Qualifications with a Pass/Fail was a requirement that any bidder had to have"five years in business performing new public water fountain construction or restoration of public water fountains of similar size to the Water Gardens fountain." This language was unnecessary and effectively eliminated any construction company in South Texas other than Fulton Construction from participating. This is just another example of a corrupt procurement process designed to enrich special interests at the expense of the taxpayers of Corpus Christi. I urge Council to vote NO or, at a minimum, reschedule this vote until this corrupt RFQ process can be investigated and staff held to account. Uploads: 7EB45FBD-42FB-46D1-A6D9-CA4D0176E43C.ipe� 1 Sarah Brunkenhoefer From: CitySecretary Sent: Monday, May 1, 2023 4:16 PM To: Sarah Brunkenhoefer Subject: FW: Public Input: 05-02-2023 - Sanchez Love From:Jotform <noreply@jotform.com> Sent: Monday, May 1, 2023 3:22 PM To: CitySecretary<CitySecretary@cctexas.com>; Norma Duran <NormaD2@cctexas.com> Subject: Public Input: 05-02-2023 -Sanchez Love [ [ WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] F�Public Comment & Input Form Date of Meeting 05-02-2023 Name Sanchez Love Address Street Address: P.O. Box 60286 City: Corpus christi State/ Province: Texas Postal/Zip Code: 78466 Topic Oil Spill Report Agenda Item Number Unknown Describe Feedback: I am submitting a comment to address the oil spill report that was provided to the city from Flint Hills. First off, I feel the council should of pushed further on the spill data and should not have let it lag for so long.The report doesn't meet the needs of our city ultimately despite it being given. The reason being, is because there is no applicable response team or methods in place with the city.What this means, is the city isn't equipped with a community or hired response team to deal with such things. Allowing heavy industry to monitor themselves, then turn in a report given by themselves is absurd. In the future, I hope that a team as such is created and there should be Native American people present in the team. Why this should be, is because the potential digging or extraction (water or land) needs 1 oversight in case artifacts or partial remains are found. Overall, an oil or emergency response team should be. created.Thank you. Provide an email to receive a copy of your sanchez33361@yahoo.com submission. 2 Sarah Brunkenhoefer From: CitySecretary Sent: Wednesday, May 3, 2023 3:55 PM To: Sarah Brunkenhoefer Subject: FW: [EXTERNAL]Public Input: 05-09-2023 - Claudia Black From:Jotform <noreply@jotform.com> Sent: Wednesday, May 3, 2023 3:55 PM To: CitySecretary<CitySecretary@cctexas.com>; Norma Duran <NormaD2@cctexas.com> Subject: [EXTERNAL]Public Input: 05-09-2023 - Claudia Black [ [ WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] FIPublic Comment & Input Fore, Date of Meeting 05-09-2023 Name Claudia Black Address Street Address: 314 Knickerbocker St Street Address Line 2: Apt 6 City: Corpus CHRISTI State/ Province:TX Postal/Zip Code: 78418 Topic Seawall fund Agenda Item Number #9 Describe Feedback: There is no reason our seawall fund should go to anything other than the seawall. I Public Comment & Input Form Date of Meeting 05-09-2023 Name Melanie Gomez Address Street Address: 3902 Willow St City: Corpus Christi State/ Province:TX Postal/Zip Code: 78411 Topic Committee for Persons with Disabilities Vacancy Agenda Item Number H-4 (23-0782) Describe Feedback: My name is Melanie Gomez and I am the Vice-Chair for the Committee for Persons with Disabilities. I have served this committee since 2018. 1 would like provide a recommendation for the vacancy that you will be voting on today. I have reviewed all of the applications and would like to recommend Jonathan Nabours. In my personal opinion, he would be a great fit to the committee as he is committed to advocating for persons with disabilities.Thank you for your time and consideration. Provide an email to receive a copy of your mrivera7712@gmail.com submission. so G� 1852 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting May 9, 2023 Second Reading Ordinance for the City Council Meeting May 16, 2023 DATE: May 9, 2023 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema(a)cctexas.com 361-886-2603 Accepting and appropriating the FY 2023 Click It or Ticket Grant Award for the Corpus Christi Police Department CAPTION: Ordinance authorizing acceptance of a grant from the State of Texas, Department of Transportation for the FY 2023 Click It or Ticket Program for the Corpus Christi Police Department in an amount of $10,591.36 with a City cash match of $2,822.74 for overtime and fringe benefits with funding available from the General Fund; and appropriating $10,591.36 in the Police Grants Fund. SUMMARY: This ordinance authorizes the acceptance of a grant and appropriation of funds from the State of Texas, Department of Transportation to be used for overtime and fringe benefits for sworn officers. The City must apply for these funds each year. BACKGROUND AND FINDINGS: The Corpus Christi Police Department(CCPD) has been awarded funding from the State of Texas, Department of Transportation for the Click It or Ticket (CIOT) program. The CIOT grant funds allow CCPD to conduct overtime occupant protection (seatbelts and child safety seats) enforcement efforts during the Memorial Day holiday week, which this year is from May 22 through May 31, 2023. The program's goal is to increase seatbelt and child safety seat usage in passenger vehicles by conducting intense occupant protection enforcement and a public information and education effort. The enforcement and informational efforts will take place during the Memorial Day holiday week. The effort will require CCPD officers to work on an overtime basis to enforce occupant protection laws and informational programming citywide. As part of this grant, the State provides $10,591.36 for overtime, and the City provides a cash match of $2,822.74 for fringe benefits. This year's grant award will allow for approximately 152 hours of overtime for this program. Each year TXDOT notifies the CCPD of available funds and the City must apply. The City has applied for and received the CIOT grant since 2002. The previous CIOT grant that the City received was in 2021 in an amount of$8,950. The grant was not offered in 2022. ALTERNATIVES: The alternative is not to accept the grant, However, if the grant is not accepted, CCPD will have less funding available for enforcement of occupant protection. FISCAL IMPACT: The fiscal impact for FY 2023 is accepting and appropriating an amount of $$10,591.36 to the Police Grants Fund. Additionally, the City will provide a cash match of$2,822.74 for sworn officers' benefits on overtime with funding available from the General Fund. Funding Detail: Fund: 1061 Police Grants Fund Dept: 29 Org: 89 Activity: 821423F Project # (CIP Only): N/A Account: 510200 Overtime $10,591.36 Fund: 1020 General Fund Organization/Activity: Uniform Division 11740 Project # (CIP Only): N/A Account: 510200 Overtime $209.04 511000 Retirement $2,613.70 RECOMMENDATION: Staff recommends accepting and appropriating the item, as presented. LIST OF SUPPORTING DOCUMENTS: Grant award document Ordinance authorizing acceptance of a grant from the State of Texas, Department of Transportation for the FY2023 Click It or Ticket program for the Police Department in the amount of$10,591.36 with a City cash match of $2,822.74 for overtime and fringe benefits with funding available from the General Fund; appropriating funds in the amount of $10,591.36 to the Police Grants Fund; and amending the operating budget. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept funding in the amount of $10,591.36 from the State of Texas, Department of Transportation for the FY2023 Click It or Ticket program for the Police Department with a City cash match of $2,822.74 for overtime and fringe benefits with funding available from he General Fund. SECTION 2. The City of Corpus Christi designates the Chief of Police as the City's authorized official. The authorized official is given the power to apply for, accept, reject, alter, or terminate the funding on behalf of the applicant agency. SECTION 3. That $10,591.36 is appropriated in the No. 1061 Police Grants Fund from the State of Texas, Department of Transportation for the FY2023 Click It or Ticket program described in Section 1 . SECTION 4. In the event of the loss or misuse of these funds, the City of Corpus Christi assures that the funds will be returned to the State of Texas, Department of Transportation in full. SECTION 5. That the 2022-2023 operating budget approved by Ordinance No. 032855 is amended to increase revenues and expenditures. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on the day of , 2023: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor so �o o� A H AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting May 9, 2023 WoRPORPg4 Second 1852 Reading Ordinance for the City Council Meeting May 16, 2023 DATE: May 9, 2023 TO: Peter Zanoni, City Manager FROM: Richie Quintero, Interim Fire Chief richieq@cctexas.com (361) 826-3900 Acceptance of 2023 TX HEAT Scholarship award of$2,500 to attend the International Association of Fire Chiefs Hazardous Materials Response Team Conference CAPTION: Ordinance authorizing acceptance of the TX HEAT Scholarship from the Yvorra Leadership Development Foundation for the Corpus Christi Fire Department in an amount of $2,500.00 for the registration and travel of two Hazmat personnel to the International Association of Fire Chiefs Hazardous Material Response Team Conference; and appropriating funds in the amount of $2,500.00 to Fire Department Grants Fund; and amending the operating budget. SUMMARY: Ordinance authorizing the acceptance of the TX HEAT scholarship from the Yvorra Leadership Development Foundation. The $2,500 scholarship will pay for two personnel to travel and attend the International Association of Fire Chiefs Hazardous Material Response Team Conference in Baltimore, Maryland in June 2023. BACKGROUND AND FINDINGS: The Yvorra Leadership Development Foundation is based out of Maryland and was created in 1988 in memory of Deputy Fire Chief James Yvorra who was killed in the line of Duty. The Foundation provides scholarships to qualifying organizations in recognition of the importance of leadership and education within emergency services. The TX HEAT scholarship program was established in 2017 specifically for Hazardous Materials Technicians to pursue advanced leadership development in training and education. The application for this scholarship is available to all Texas fire fighters on an annual basis; however, the Foundation only awards it to one Hazmat team per year. The Foundation's selection process for the scholarship award is based on the following criteria: 1) The applicant's previous training and experience; 2) The applicant's potential to have a positive impact upon the future of hazmat response and training in their organization and throughout the emergency response community; and 3) A review of written recommendations. The scholarship funding will cover the registration fees and travel costs for two Corpus Christi Fire Department (CCFD) Hazmat personnel to this year's International Association of Fire Chiefs Hazardous Material response Team Conference. This year's conference will be held on June 7 and June 8 in Baltimore, Maryland. As part of the conference, the two CCFD personnel will complete hands-on training in both the classroom and on field trips over the two days. Conference courses cover all aspects of hazmat, including transportation, safety, weapons of mass destruction, gear, terrorism, mass decontamination, and bioterrorism. The training helps to ensure that personnel will be able to respond to and lead high-risk incidents more efficiently and effectively, which also increases the level of protection for the community. This is the second year that the City has applied for this scholarship award; however, it is the first time that the City has received this scholarship award. ALTERNATIVES: The alternative to accepting this scholarship would be to decline it and instead seek alternative funding for registration and travel to the International Association of Fire Chiefs Hazardous Material Response Team Conference. However, this funding might not be available which would cause the two CCFD Hazmat personnel to miss the conference and not get the continued educational training. FISCAL IMPACT: Acceptance of funds in the amount of$2,500 and appropriating $2,500 to the FY 2023 Fire Grants Fund. Funding Detail: Fund: 1062 Fire Grants Organization/Activity: 840032L Department Number: 10 Fire Department Project # (CIP Only): N/A Account: 530350 Training Amount: $2,500 RECOMMENDATION: Staff recommends approval of this ordinance to accept and appropriate the scholarship totaling $2,500 for registration and travel of two CCFD Hazmat personnel to the International Association of Fire Chiefs Hazardous Material Response Team Conference, as present. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance accepting a $2,500 TX HEAT Scholarship from the Yvorra Leadership Development Foundation award to pay for 2 personnel to attend the International Associated of Fire Chiefs Hazardous Material Response Team Conference; appropriating funds in the amount of $2,500 to Fire Department Grants Fund; and amending the grant operating budget. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a scholarship in the amount of $2,500 from the Yvorra Leadership Development Foundation to pay for 2 fire personnel to attend the International Association of Fire Chiefs Hazardous Material Response Team Conference in Baltimore, Maryland in June 2023. SECTION 2. That $2,500 is appropriated in the No. 1061 Fire Department Grants Fund from the Yvorra Leadership Development Foundation through the TX HEAT Scholarship SECTION 3. That the 2022-2023 grant operating budget approved by Ordinance No. 032855 is amended to increase revenues and expenditures. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on the day of , 2023: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor SC v AGENDA MEMORANDUM NORP00.P5 EO First Reading Ordinance for the City Council Meeting May 9, 2023 1852 Second Reading Ordinance for the City Council Meeting May 16, 2023 DATE: May 9, 2023 TO: Peter Zanoni, City Manager FROM: Kevin Smith, Director of Aviation KevinS4(a)cctexas.com (361) 289-0171 Ordinance authorizing a two-year lease agreement with automatic renewal of three additional one-year terms with Emerald City Cargo CAPTION: Ordinance authorizing a two-year lease agreement with an automatic renewal of three additional one-year terms with Emerald City Cargo, LLC for office space inside the Airport Terminal building at the Corpus Christi International Airport (CCIA). SUMMARY: The proposed lease agreement will be between the City of Corpus Christi and Emerald City Cargo, for premises located at the Corpus Christi International Airport (CCIA) for an initial term of twenty-four months and three extension periods of one year each. Monthly rent due will be no less than the rent for the footprint of the lease as calculated by a Terminal Rates Assessment completed on November 3, 2022. However, if the product of 7% of Lessee's monthly gross revenue from the premises exceeds the monthly minimum rent based on the square footage of the space, monthly rent shall instead be 7% of gross revenue for the month. The lease agreement is for retail space at 1000 International Drive. The lessee will occupy 103 square feet of retail space within the terminal building. Square Annual Market Monthly Annual Category Feet Per Square Cost Cost Feet Office 1075 103.0 $90.43 $776.19 $9,314.29 Totals 103.0 $776.19 $9,314.29 BACKGROUND AND FINDINGS: Emerald City Cargo currently operates a cargo facility on the west end of the terminal building in support of Southwest Airlines. They have been a tenant at the airport since 2020. During their tenure as a contractor for Southwest, they relocated their cargo operation into the terminal building from an auxiliary hangar elsewhere on airport property. In the proposed lease space, Emerald City Cargo proposes opening a retail shipping service that offers packaging and shipping services to the public. The new venture would support a new workforce to provide the services. ALTERNATIVES: Alternatives include not leasing the terminal space to Emerald City Cargo and leaving it vacant. Alternatives also include leasing the space to a different tenant for the same or different services. FISCAL IMPACT: The proposed new lease agreement will provide CCIA with a total annual rent revenue of $9,314 per year. FUNDING DETAIL: Fund: 4610 Organization/Activity: 35000 Mission Element: 271 Project # (CIP Only): N/A Account: 320460 (Terminal Space Rental) RECOMMENDATION: City staff recommend approval of this action item. The Airport Board recommended approval of this action item at their regularly scheduled meeting. LIST OF SUPPORTING DOCUMENTS: Ordinance Lease Agreement Ordinance authorizing a two-year lease agreement with an automatic renewal of three additional one-year terms with Emerald City Cargo, LLC for office space inside the Airport Terminal building at the Corpus Christi International Airport (CCIA). BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,TEXAS: SECTION 1. The City Manager, or his designee, is authorized to execute a two-year lease agreement, with three additional one-year renewal terms with Emerald City Cargo, LLC for Office No. 1075 located in the Corpus Christi International Airport Terminal Building. The lease is granted in consideration of monthly lease payments, insurance coverage and upkeep of the leased premises during the term of the lease agreement. SECTION 2. The lease agreement is effective upon approval of the City Council and execution by the City Manager, or his designee. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Sylvia Campos Michael Hunter Everett Roy Gil Hernandez Dan Suckley Mike Pusley That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Sylvia Campos Michael Hunter Everett Roy Gil Hernandez Dan Suckley Mike Pusley PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor LEASE AGREEMENT Emerald City Cargo This use and lease agreement ("Lease") is made by and between the City of Corpus Christi ("City"), acting by and through its City Manager or his designee ("City Manager"), and Emerald City Cargo ("Lessee"), a Texas limited liability company. WHEREAS, the City owns the Corpus Christi International Airport ("Airport") located in the city of Corpus Christi, Nueces County, Texas, and has authority to lease land and improvements at the Airport; WHEREAS, the Airport is managed by the Director of Aviation ("Aviation Director"); WHEREAS, the parties desire to enter into this Lease for land and improvements, to include the lease of office space, hangar space, vehicle parking spaces, and aircraft parking spaces for the purpose of facilitating the provision of Lessee's aeronautical activities and the occasional use by the public of aircraft ramp space for a stated charge; and, NOW, THEREFORE, in consideration of the terms, conditions, and mutual covenants contained in this Lease, the City and Lessee agree as follows: Section 1. Premises. City leases to the Lessee a portion of the real property and existing improvements as depicted in the attached Exhibits A and B ("Premises"), such exhibits being incorporated by reference into this Lease as if fully set out here in their entireties, and which is physically located at the Corpus Christi International Airport Terminal Building, 1000 International Drive, Corpus Christi, Texas. The Premises includes the Terminal Offices marked Office 1075 in the Airport Terminal Building ("Offices")which totals approximately 103 square feet and is further depicted in Exhibit B attached hereto and incorporated herein by reference. Section 2. Term. The term of the Lease commences upon final approval by the Corpus Christi City Council and execution by the City Manager or his designee ("Effective Date") and continues for a twenty-four (24) month period from the Effective Date ("Initial Term"), unless earlier terminated by one of the parties in accordance with this Agreement. This Lease will automatically renew for three additional one-year terms following the expiration of the initial term unless terminated earlier by one of the parties to the lease in accordance with the Lease Agreement ("Agreement"). Section 3. Rent. A. Minimum Rent Based on Size of Leased Premises. So long as Lessee continually uses the entire Premises solely for Lessee's aeronautical use, Lessee shall pay Lessor no less than the monthly rent for the Premises as is set out on Page 1 of Exhibit B, attached hereto and incorporated herein by reference (hereinafter referred to as "Minimum Rent"). This rental rate may be adjusted as provided in accordance with Subsection D below. B. Alternative Monthly Rent based on Gross Sales. Lessee shall calculate its gross revenue every month as provided below, and if the product of 7% times�e s�s,%s monthly gross revenue from the Premises exceeds the monthly Minimum Rent based on size of the leased Premises, as set out in Section 3(A) herein, then Lessee shall pay Lessor the higher monthly rent based on a percentage of Lessee's gross revenue for the month ("Alternative Monthly Rent"). 1) Gross Revenue- means the total amount charged to customers by Lessee whether by cash, credit, debit or otherwise for goods or services provided by Lessee on or through the Premises. Gross revenue shall not include any federal, state or local taxes collected from customers by Lessee. 2) Bad Debts or Uncollectable —Any charge that Lessee customarily incurs or makes for goods and services even though Lessee fails, or failed, to collect such a charge may not be deducted from Gross Revenue (i.e. no charge-backs of bad debt permitted). 3) Monthly Gross Revenue Statements; Due Date; Late Fee. On or before the 20th day of each month beginning on the second month of this Agreement; Lessee shall provide City with a certified statement detailing Lessee's gross revenue for the Premises for the preceding month, Lessee's sales and transaction information, and any other data and information for the preceding month as may be required by the City, with such statement to be signed by an authorized officer of Lessee. C. The first monthly Rent payment is due on the Effective Date of this Lease, and subsequent monthly rent payments are due on the twentieth (20th) day of each month following the expiration of the initial month of the Lease. If the first day of a month falls on a Saturday, Sunday, or City holiday, the Lease payment is due the first business day following such closure. Lease payments must be mailed or delivered in person to the address shown in Section 26 of this Agreement on or before the due date. If Lessee fails to remit the Lease payment due by close of business on the 10th of the month, a late fee of $200 per such incident will be assessed and is payable by Lessee. Lessee may choose to pay the annual Minimum Rent due for the initial term of the Lease or, upon a valid exercise, forany exercised renewal term period in advance at any time. Nevertheless, Lessee shall continue to submit their Gross Revenue Report and any Alternative Minimum Rent due to City by the twentieth (20th) day of each month as provided in this Section of the Lease Agreement. D. Lease rates for all Airport real properties have been updated for FY2022-23 for office and storage space and are detailed on Page 1 of Exhibit B attached hereto and incorporated herein by reference. The square footage lease rate shall be adjusted annually by a 2% increase on October 1 st of each fiscal year for the duration of the lease agreement. E. Fees and charges for miscellaneous items and services provided by the City including, but not limited to, employee badges, shall be assessed by the City in connection with ordinary usage of Airport facilities; such fees and charges are payable monthly in accordance with the provisions regarding the payment of rent in this section. F. All Lease payments, rentals, fees, and charges payable by Lessee to City under the terms of this Lease, whether or not expressly denominated as rent, shall constitute rent for all purposes including, but not limited to, purposes of the United States Bankruptcy Code. Page 2 of 18 Section 4. City and Lessee Representatives. The Aviation Director is the City's representative to receive all rent, notices, and reports due under this Lease. The contact person for the Lessee is Jim Malone. Section 5. Use of Premises. A. Lessee shall have the right to use and occupy the Premises solely for the operation of Lessee's aeronautical operation (including postal services use), Lessee shall use the Premises for no other purpose without the prior written consent of the Aviation Director. B. Lessee may not use or occupy, permit the Premises to be used or occupied, nor do or permit anything to be done in, on, or at the Premises in a manner that would, in any way, void or make voidable any insurance then in force with respect to the Premises or operations at the sameor that would make it impossible to obtain the insurance required to be furnished by Lessee under this Lease. C. Lessee will not make any unlawful use of the Premises nor permit any unlawful use thereof and will not commit, or permit anyone else to commit, any act which is a nuisance or annoyance to the City or adjacent property owners or tenants, or which might, in City's sole judgment, appreciably damage City's goodwill or reputation or tend to injure or depreciate the value of the Premises or any improvements located thereon. Lessee will comply with all terms and conditions contained in the Minimum Standards adopted by the City, as may be amended from time to time. D. Lessee acknowledges and agrees that the City reserves the right to temporarily use the Premises, at no cost to the City, as a pre- or post-emergency evacuation, storage, or operations facility if deemed necessary by the City Manager. The Lessee also agrees to allow the City to temporarily use the Premises for special events as may be requested in advance and in writing by the Aviation Director. E. City is not required to make any expenditure nor incur any obligation or liability of any kind whatsoever in connection with the financing, construction, maintenance, or repair of the Premises. F. If the Premises is partially damaged due to acts of God, fire, or other casualty to the extent that Lessee cannot use that portion of the Premises for its intended purpose, then, at Lessee's option, this Lease may be suspended or terminated until the damage is repaired. If the Lease is suspended, Lessee and City will mutually agree on a time period for Lessee to repair the damages to the Premises. If the Lease is terminated, the rent will be abated from the date of the casualty, provided, however, that Lessee must use its insurance proceeds to repair or replace the damaged Premises. Any remaining insurance proceeds after all repair costs have been expended and the Premises restored will be paid to Lessee. The City Manager is the sole judge of the extent of damage to the Premises. Section 6. Signs. Lessee may install City ordinance compliant signs on the Premises at its sole cost; provided, however, that the Lessee has obtained the Aviation Director's prior written consent as to the size, type, design and location of these signs or other corporate identification display, which consent shall not be unreasonably withheld or delayed. Page 3 of 18 Section 7. Right to Amend. If the FAA or its successor agency requires modifications or amendments to this Lease as a condition precedent to the granting of funds to the City for Airport improvements, Lessee agrees to consent to the modifications or amendments to the Lease as may be reasonably required, provided, however, Lessee will not be required to pay any increased rent, change the use of the Premises, or accept a relocation or reduction in size of the Premises until Lessee and Airport have fully executed an amendment to this Lease that is mutually satisfactory to both parties regarding any terms or conditions of this Lease affected by said actions of the FAA. Section 8. Subordination to U.S./FAA Requirements; Nonexclusive Rights. This Lease is subordinate to the provisions of any existing or future agreement between the City, acting through the Airport, and the United States of America relating to the operation or maintenance of the Airport, where the execution of said agreement(s) is required as a condition to the expenditure of federal funds for the development of the Airport. If the effect of said agreement(s) with the United States, either under this Section 8 or under Section 7 above, is to remove any or all of the Premises from the control of Airport or to substantially destroy the value of the Premises, then this Lease shall terminate immediately without any further obligation on part of City to Lessee. It is understood and agreed that nothing contained in this Lease shall be construed to grant to Lessee any exclusive right or privilege within the meaning of Section 308 of the Federal Aviation Act, as amended, for the conduct of any activity on the Airport, except that, subject to the terms and provisions hereof, Lessee shall have the right to exclusive possession of the leased Premises. Section 9. Development of Improvement A. Lessee shall not construct improvements upon the Premises without the prior written approval of the Aviation Director and the City's Director of Engineering Services. Additional improvements may be subject to execution of an amendment to this Lease. Where required by law, approval of the City is subject to the concurrence of the FAA. Any additional improvements must substantially comply with the plans and specifications approved by the City and FAA, if applicable. B. If Lessee desires to make any modifications or to construct new improvements in, at, on, or to the Premises, Lessee may do so at its sole expense and in conformity with the requirements in this subsection and elsewhere in this Lease. Lessee must provide a written request to the Aviation Director in advance for written approval prior to any modification and/or construction work being performed along with a complete set of plans and specifications and the name of the contractor and subcontractors. Approval or disapproval will be provided in writing to Lessee by the Aviation Director within 30 calendar days of Lessee's full and complete submission. Upon approval, Lessee may be authorized to proceed with the improvements at Lessee's sole expense and risk, subject to compliance with any additional insurance, permitting, or other requirements necessary to be imposed on the project. The City reserves the right to have the Premises, or any portion thereof, returned to its original condition at the termination of this Lease, normal wear and tear excepted, at Lessee's sole expense. Before commencing any new improvement, modification, work, or equipment installation on the Premises, Lessee shall procure and maintain and shall require all contractors and subcontractors to procure and maintain insurance of the types and levels as determined by the City's Risk Manager. for the duration of the approved project. Page 4 of 18 C. If Lessee's proposed development or improvements to the Leased Premises is approved by the Aviation Director and the City's Director of Engineering, the City will work with Lessee to study the existing infrastructure serving the Leased Premises. If additional infrastructure improvements need to be made to accommodate the new improvements, the City will provide sufficiently sized infrastructure up to the leased parcels at no cost to the Lessee including water, sewer, electricity, and storm drainage. D. ANY APPROVALS BY CITY UNDER THIS SECTION INCLUDING, BUT NOT LIMITED TO, APPROVALS OF PLANS AND SPECIFICATIONS, INSPECTION OF WORK, DESIGN, OR CONSTRUCTION ARE NOT TO BE CONSTRUED AS A REPRESENTATION, WARRANTY, OR STATEMENT AS TO THE QUALITY, SOUNDNESS, OR SAFETY OF THE DESIGN AND CONSTRUCTION OF ANY OF THE IMPROVEMENTS (INCLUDING, WITHOUT LIMITATION, THE EXISTING IMPROVEMENTS) OR FACILITIES RELATED THERETO. E. When required by the City, Lessee will furnish to the City two sets of complete plans and specifications for improvements, and no work will be done on said improvements without prior written approval of such plans by the City, acting through its Aviation Director and its Director of Engineering Services. F. Upon termination or expiration of this Lease, ownership of the improvements constructed by Lessee on the Premises reverts to the City free and clear of all liens, claims, and other encumbrances oradverse interest in the Premises or the Improvements located thereon. Section 10. Lessee's Repair and Maintenance Obligations. A. Premises. Lessee, at its own expense, shall maintain the Premises and improvements in good appearance and in a condition no less than the equivalent condition as of the Effective Date. Lessee shall maintain all leasehold improvements on the Premises (including, without limitation: walls, partitions, floors, ceilings, windows, doors, and glass, and all furnishings, fixtures, and equipment therein). Lessee shall provide janitorial service and maintenance to keep the interior and exterior of the Premises and improvements in a clean, attractive, and sanitary condition at all times, including providing necessary pest control of the Premises either through regularly utilizing the services of a State-licensed pest control service or engaging in the self-administration of federally approved products to control all nature of pests, insects, and vermin. Lessee shall repair any and all damage caused to real and personal property of City occurring on the Premises as a result of the willful or negligent acts or omissions of Lessee, its officers, employees, agents, guests, or invitees in maintaining the Premises. B. Quality of Maintenance. It is the intent of the City and Lessee that the Premises and improvements will be repaired and maintained in a manner that shall keep the improvements in good repair, and in a condition so the Improvements will be usable at the end of the Lease. Lessee must comply with the maintenance obligations and with all applicable governmental laws, rules, or regulations. The Aviation Director is the sole judge of the quality of Lessee's maintenance, which must be reasonable and consistent with other properties. The Aviation Director may at any time, during City's normal business hours, upon prior written notice unless an emergency exists, enter upon the Premises to inVe cf,o Tjd determine if the maintenance requirements of this Lease are being complied with by Lessee. The Aviation Director must notify Lessee in writing of any default in maintenance or repair. If the required maintenance or repair in the Aviation Director's notice to Lessee is not commenced within 10 business days after receipt of such written notice, or is not diligently prosecuted to completion, the Aviation Director may, but is not obligated to do so, enter upon the Premises and perform the subject maintenance or repair. Lessee agrees to reimburse the Airport for its cost plus a 15% administrative fee within 30 days after the Aviation Director's written demand therefore, together with copies of all paid receipts for such repairs and maintenance. Lessee will develop, within 30 days of execution of this Lease, a preventative maintenance plan regarding the improvements and provide a copy to the Aviation Director. C. Correct Hazards. Lessee must immediately correct or cause to be corrected any hazardous or potentially hazardous condition on the Premises upon knowledge thereof, or after receipt of notice from the Aviation Director. At the Aviation Director's reasonable discretion, the operations in the Premises, or affected portion of the Premises, may be restrained or stopped until the hazardous or potentially hazardous condition is removed or corrected. Section 11. Security. A. Lessee, its officers, employees, agents, contractors, and invitees must comply at all times with all applicable federal and local security regulations, as the same may be amended. To the extent allowed by law, Lessee covenants to indemnify and hold harmless City, its officers, and employees from any charges, fines, or penalties that may be assessed or levied by the FAA or Transportation Security Administration by reason of the negligent or intentional failure of Lessee, its officers, employees, agents, contractors, or invitees to comply with security regulations, regardless of whether the fine, charge, or penalty is levied against the City or the Lessee. B. Lessee is responsible for obtaining and providing its own security of the Premises, including security guard service, installation and operation of surveillance cameras, and daily security of its facilities. The Aviation Director, or his authorized designee, will grant security access to gates and facilities as needed. Lessee is responsible for identifying and communicating which of Lessee's personnel need to be granted access and/or have such granted access revoked. Section 12. 14 CFR Part 77 Requirements. Lessee covenants to comply with the notification and review requirements set out in Part 77 of the FAA Regulations (14 CFR Part 77), as amended, if Lessee plans to construct or modify any structure, antenna, or building located on the Premises or to be constructed on the Premises as an Improvement. Section 13. Control of Structures. Lessee shall not erect nor permit the erection of any structure, antenna, or building, nor permit the growth of any tree on the Premises, which has its highest point above a mean sea level elevation established by FAA and the City as a height limitation on said structure, antenna, building, or object. The City may enter the Premises and remove the encroaching structure, antenna, building, or object without notice and at Lessee's expense plus an additional administrative charge of fifteen perceptt�165p�91. Section 14. Hazardous Substances and Materials. A. For the purposes of this Lease, "hazardous substance or material" means and refers to one or more of the following: 1) Asbestos; 2) Any substance, material or waste defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 , et. seq.); 3) Any substance, material or waste defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 , et. seq.); 4) Any substance, material or waste defined as a "regulated substance" pursuant to Subchapter IX of the Solid Waste Disposal Act (42 U.S.C. Section 6991 , et. seq.); and 5) Any substance, material or waste which is reasonably considered by the City to pose an actual or potential threat to persons or property in, around, or on the Premises. B. Lessee shall comply with all environmental laws, rules, regulations, orders and permits applicable to the use of the Premises and improvements including, but not limited to, required National Pollutant Discharge Elimination System Permits and all applicable laws relating to the use, storage, generation, treatment, transportation, or disposal of hazardous or regulated substances. Except for the hazardous substances governed by and transported in full compliance with the transportation laws of the state or federal government, Lessee must not knowingly use, store, generate, treat, transport, or dispose of any hazardous or regulated substances, materials, or waste on or near the Premises without the Aviation Director's prior written approval and without first obtaining all required permits and approvals from all authorities having jurisdiction over the operations conducted on the Premises. C. If Lessee determines that a threat to the environment including, but not limited to, a release, discharge, spill or deposit of a hazardous substance or regulated substance has occurred or is occurring which affects or threatens to affect the Premises or the persons, structures, equipment, or other property upon the Premises or the Airport, Lessee must immediately notify by oral report in person or by telephone, to be promptly confirmed in writing, the Aviation Director as required by law or regulation. Lessee must cooperate fully with the Aviation Director in promptly responding to, reporting, and remedying a threat to the environment including, without limitation, a release or threat of release of a hazardous or regulated substance into the drainage system, soil, ground or surface water, waters, or atmosphere in accordance with applicable law or as authorized or approved by any federal, state, or local agency having authority over environmental matters. D. Lessee shall keep a readily accessible file of Materials Safety Data Sheets ("MSDS") for each hazardous material or substance on the Premises or transported, in accordance with federal and state transportation laws, which file must be posted and immediately available to any Airport employee who responds to a report of a discharge of a hazardous substance or material on the Premises. Page 7 of 18 E. Lessee will cause prompt remediation and the payment of all costs associated with any action or inaction of Lessee that directly or indirectly prevents the City, acting through the Airport, from materially conforming to all then applicable environmental laws, rules, regulations, orders, or permits relating to the Premises. The rights and obligations set forth in this section shall survive the expiration or earlier termination of this Lease. F. Lessee shall furnish to the Aviation Director, within five business days of receipt by Lessee, copies of any and all notices or correspondence directed to Lessee or any other party at the Premises from any governmental entity, other entity, or person indicating a violation or possible violation of any laws, rules, or regulations including, without limitation, any law, rule, or regulation regarding hazardous materials or substances (as such term is defined in this Lease). Section 15. Nondiscrimination/Affirmative Action. A. Nondiscrimination-General. Lessee for itself, and as a requirement for any sublessee, their personal representatives, successors in interest, and assigns, as a part of the consideration hereof covenants that: (1) no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of or otherwise be subjected to discrimination in the use of the Premises; (2) in the construction of any improvements on, over, or under the Premises and the furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination; (3) Lessee will cause to the best of its ability the Premises and Improvements to be in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in Aid Program and Title VI of the Civil Rights Act of 1964 and 49 CFR, Subtitle A, Part 21 , Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Title and Regulations may be amended, and with other applicable state or federal laws or regulations, as amended. B. Nondiscrimination-Business Owner. This agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor (Lessee) agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The concessionaire or contractor (Lessee) agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23 that it enters and causes those businesses to similarly include the statements in further agreements. C. Remedy for Breach. If the Lessee is found by a final verdict of a court of competent jurisdiction to have deliberately breached a non-discrimination covenant, or to have permitted any sublessee to deliberately breach a non-discrimination covenant, the City may immediately enforce the remedies directed by the Court's decision, which may include the City's right to reenter the Premises, retake possession thereof, and terminate the Lease. This provision is not effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are completed, including exercise of any rights to appeal. Page 8 of 18 D. Affirmative Action. Lessee shall cause to be implemented an affirmative action program as required by 14 CFR Part 152, Subpart E, to provide (i) that no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation is excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E; (ii) that no person will be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by that subpart; (iii)that third parties otherwise retained by Lessee shall provide similar assurances to Lessee to undertake affirmative action programs and to require assurances from their sub- organizations, as required by 14 CFR Part 152, Subpart E. Lessee, at no expense to the City, shall comply with any applicable requirements of the Americans with Disabilities (ADA) as it may be amended, with respect to the Premises and its improvements. Section 16. Compliance with Laws. A. General. Lessee covenants to promptly observe, comply with and execute, and shall cause any sublessee to promptly observe, comply with and execute, the provisions of any and all present and future governmental laws, ordinances, rules, regulations, requirements, orders and directions applicable to the use and occupancy of the Premises. A material breach of this covenant, which is not remedied within any permitted cure period, may be cause for City's exercising its rights under the Lease. During any period of Lessee's good faith challenge to any such laws, ordinances, rules, regulations, requirements, orders and directions in a court of competent jurisdiction, Lessee's inaction shall not be deemed a breach of this Lease. B. Federal. Lessee shall comply and shall require any sublessee to comply with all applicable federal laws, rules, and regulations including, without limitation, the Drug Free Workplace Act, the Violence in the Workplace Act, the Americans with Disabilities Act, and any other acts the U.S. Congress passes that apply to the uses and operations at the Premises. C. State and Local. Lessee shall comply with all applicable laws, rules, and regulations of the State of Texas. Lessee shall also comply with all applicable City ordinances, and rules and regulations promulgated by the Aviation Director. Section 17. Acceptance of Premises Disclaimer. LESSEE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL FAULTS INCLUDING, BUT NOT LIMITED TO, ANY AND ALL POLLUTANTS, ASBESTOS, UNDERGROUND STORAGE TANKS, AND ANY OTHER HAZARDOUS MATERIALS AS MAY EXIST ON THE PREMISES AND THAT NEITHER CITY NOR ANY EMPLOYEE OR AGENT OF CITY HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. LESSEE ACKNOWLEDGES AND AGREES THAT LESSEE HAS BEEN PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH LESSEE INTENDS TO PUT THE PREMISES AND IS RELYING ON ITS OWN INSPECTION. THIS Page 9 of 18 LEASE IS SUBJECT TO ALL COVENANTS, EASEMENTS, RESERVATIONS, RESTRICTIONS, AND OTHER MATTERS OF RECORD AND NOT OF RECORD APPLICABLE TO THE PREMISES. Section 18. Fiscal Year. By execution of this Lease, Lessee acknowledges that the continuation of any contract after the close of any fiscal year of the City, which fiscal year ends on September 30 annually, is subject to budget approval and sufficient appropriations by the City Council for such contract item as an expenditure in the next fiscal budget. The City does not represent nor warrant to Lessee that a budget item providing for this Lease in any future fiscal budget will be actually adopted, as that determination is within the sole discretion of the City Council at the time of adoption of each fiscal budget. Section 19. City's Obligations. A. City agrees to operate the Corpus Christi International Airport as a public airport during the term of this Lease, subject to the assurances given by the City to the United States Government. B. In exchange for Lessee's promise to maintain the Premises, the City agrees to make water and wastewater services available to the Premises property line on the same basis as it is made available to all businesses operating at the Airport. Lessee must procure and pay for all utility usage, such as gas, wastewater, cable, Internet, and telephone charges, that are supplied to the Premises during the term of the Lease as the charges become due and payable. Lessee shall also pay any and all connection fees and additional costs related to utility metering, maintenance, and repair. IN NO EVENT WILL THE CITY BE LIABLE FOR ANY INTERRUPTION OR FAILURE IN THE SUPPLYING OF ANY UTILITIES TO THE PREMISES, INCLUDING THOSE WHICH THE CITY HAS AGREED TO FURNISH. C. The City shall provide reasonable notice if ingress and egress to the Premises will be interrupted due to maintenance. If City causes Lessee's ingress or egress to be interrupted for more than 24 hours, the City will consider rent reduction for days of non-use. Section 20. Insurance. Lessee must provide insurance in the amounts and types of coverages required by the City's Risk Manager or the Risk Manager's designee ("Risk Manager") as are set out in the attached Exhibit C, the content of which is incorporated into this Lease as if set out herein in its entirety. Lessee must cause certificate(s) of insurance to be provided to the Aviation Director and Risk Manager not less than 30 days prior to the annual anniversary date of the Effective Date of this Lease. The Risk Manager will annually assess the level and types of insurance required by the Lessee. The Risk Manager may increase or decrease the level or types of insurance by giving Lessee notice not less than 60 days prior to the annual anniversary date of the Effective Date of the Lease. Lessee shall have 30 days to procure the changed insurance and provide written proof of insurance to the Aviation Director and Risk Manager. Section 21. Indemnification. A. LESSEE SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES REPRESENTATIVES, AND AGENTS (COLLECTIVELY, "INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, LIENS, JUDGMENTS, FINES, PENALTIES, AWARDS, LAWSUITS, CAUSES OF ACTION, AND EXPENSES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY CLAIMS AND ALL EXPENSES OF LITIGATION (INCLUDING MEDIATION AND ARBITRATION), COURT COSTS, REASONABLE ATTORNEYS' FEES, AND EXPERT WITNESS FEES, ON ACCOUNT OF PERSONAL INJURIES (INCLUDING WORKERS' COMPENSATION AND DEATH CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF DAMAGES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS LEASE OR THE PERFORMANCE OF THIS LEASE, REGARDLESS OF WHETHER THE INJURIES, DEATH, OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR PARTY. LESSEE MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL REASONABLY SATISFACTORY TO INDEMNITEES AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM OR OUT OF ANY OF SAID LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, OR DAMAGES. THE INDEMNIFICATION OBLIGATIONS OF LESSEE UNDER THIS SECTION SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. B. Notice of Claim or Action. Notwithstanding the above indemnifications, Lessee must give the Aviation Director and Risk Manager written notice of any accident or other matter covered under this section and forward to the Aviation Director and Risk Manager copies of every notice, demand, claim, summons, or other process communication received within 30 days of Lessee's receipt of same. C. Notice by Indemnitees. The foregoing indemnity is conditioned upon Indemnitees providing notice to Lessee within sixty (60) days after Indemnitees receive notice of any claim or occurrence that is likely to give rise to any claim or the like that will fall within the scope of the foregoing indemnity and cooperating with Lessee in any defense or settlement of such claim or liability. Section 22. Assignment; Sublease. A. Lessee shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest, or grant any concession or license within the Premises without the express prior written consent of the City, such consent being within the sole discretion of the City, and any attempt to do any of the Page 11 of 18 foregoing shall be void and of no effect. In the event of any such assignment or sublease, attempted assignment or sublease, or should Lessee, in any other nature of transaction, allow or attempt to allow anyone to occupy the Premises or any portion thereof, City shall upon such occurrence have the right and option to terminate and cancel this Lease effective upon 10 days written notice to Lessee given by City at any time thereafter, and City may terminate and cancel either as to the entire Premises or as to only the portion thereof which Lessee assigned, subleased, attempted to assign or sublease, or otherwise allowed some other party's occupancy. Lessee shall be liable for payment of the fair market value of rents for the portion of the Premises used without consent of the City, such fair market value to be determined by resort and review of the Airport's current property appraisal report. In the event the City elects to terminate this Lease as to the aforesaid portion of the Premises, then the rent as to the remainder of the Premises may thereafter be reduced as appropriate and as determined by the City. This prohibition against assigning, subletting, attempting to assign or sublet, and allowing or attempting to allow occupancy by another without the City's consent is to be construed to include a prohibition against any assignment, subletting, or occupancy by operation of law. B. In any event where the City consents to a sublease of the leasehold, Lessee will remain liable for the performance of all terms, conditions, covenants, duties, and obligations of this Lease including, without limitation, the obligation to pay any and all sums required by this Lease to be paid and faithful adherence and performance of all indemnity provisions provided in this Lease, unless and until Lessee has been released from such liability in writing by the City Council. C. Notwithstanding the prohibitions against subleasing the Premises contained in this Section 22, the parties acknowledge and agree the Lessee may enter into a single sublease for a portion of the Premises with an entity who previously occupied shared space in Office 1075 in the Airport Terminal Building prior to the initiation of this Lease. Lessee, upon execution of this Lease, may sublease such space to the previous occupying party only if the following information is provided to the Aviation Director: the identity of the sublessee including contact information, the area or space to be subleased in sufficient detail to define such space, the type of business conducted, and all other relevant information requested by the Aviation Director; and further conditioned on: (i) a sublease term period equal to or less than the length of Lessee's initial term and renewal terms, if any, pursuant to this Lease; (ii) the sublease agreement is subordinate to all terms, conditions, covenants, and requirements of this Lease without exception, to include adherence by such sublessee to all laws, rules, and regulations of the federal, State, City, and Airport to the same extent as adherence by Lessee; and (iii) the subleased space is expressly subject to not being further sublet nor assigned to any other party. The Lessee shall provide the Aviation Director with a copy of the sublease agreement and all documents collateral thereto such sublease. D. The City Council may, during any term of this Lease, assign this Lease without consent of the Lessee. In the event the City takes steps to finalize an assignment of this Lease, Lessee will be provided with advance written notice of the assignment not less than 30 days prior to the effective date of an assignment. Any such assignment by the City is deemed to include the single sublease entered into by Lessee pursuant to subsection C above. Page 12 of 18 Section 23. Termination. A. Termination by Lessee. Without limiting any other rights and remedies to which Lessee may be entitled by common law, statutory law, or as elsewhere provided in this Lease, this Lease may be terminated by Lessee (i) by providing written notice as specified in Section 26 within 60 days of the annual anniversary date of the Effective Date or (ii) at any time upon the occurrence of one or more of the following events: 1) The City's permanent abandonment of the Airport; 2) The lawful assumption by the U.S. Government, or any authorized agency thereof, of the operation, control, or use of the Airport, or of any substantial part or parts thereof, which substantially restricts the Lessee from operating at the Premises for a minimum of 180 calendar days; 3) The issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the Airport or the Premises that continues for at least 180 days; or 4) The default by the City in the performance of any covenant or obligation to be performed by the City and such failure to remedy the default continues for a period in excess of 60 days after receipt from Lessee of written notice to remedy the same. B. Termination by City. Without limiting any other rights and remedies to which City may be entitled at common law, statutory law, or as elsewhere provided in this Lease, this Lease may be terminated by the City if Lessee: 1) Is in arrears in paying the rent, fees, or other charges due under the Lease for 10 business days after written notice; 2) Becomes insolvent; takes the benefit of any present or future insolvency statute; makes a general assignment for the benefit of creditors; files a voluntary petition in bankruptcy or a petition or answer seeking a reorganization or the readjustment of its indebtedness under the federal bankruptcy laws or under any other law or statute of the United States or of any state thereof; or consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its property; 3) Has a petition filed under any part of the federal bankruptcy laws, or an action sought under any present or future insolvency law or statute, against Lessee and which is not dismissed within 30 days after the filing date; 4) Abandons the Premises ["abandon" means failing to use the Premises for aeronautical activities and services as defined in current FAA Order 5190.613 FAA Airport Compliance Manual] for a period in excess of 90 days; or 5) Otherwise defaults in the performance of any of other material covenant of this Lease and continues the default for 30 days, or such other time as may be provided herein, after receipt of written notice from the Aviation Director of the default. If the default cannot reasonably be cured within said 30 days or within any other time as set out in the notice of default, Lessee shall not be deemed in default if Lessee commences the remedy process Page 13 of 18 within the applicable period and thereafter diligently prosecutes the same to completion within a reasonable time period as agreed to by the Aviation Director; otherwise, Lessee will be determined to be in default. C. Termination by City for Convenience- City may terminate this Lease Agreement at any time for convenience upon giving Lessee sixty (60) days' notice. Any rent that has been paid in advance by Lessee shall be reimbursed in a pro rata manner in the event the City terminates for convenience. D. City's Right to Entry upon Termination. If the Lease is terminated, the City may enter upon the Premises. In the event of termination, the Aviation Director and/or Airport Security officers, along with other persons to assist with removal of Lessee's personal property, may enter onto the Premises to remove any and all persons or property from the Premises and place any property in storage for the account of and at the expense of Lessee. Excluding personal property provided at the Premises by the City which forms part of the granted use under this Lease, all personal property on the Premises is hereby subjected to a contractual landlord's lien to secure payment of delinquent rent and other sums due and unpaid under this Lease, any and all exemption laws are hereby expressly waived in favor of said landlord's lien; and it is agreed that said landlord's lien is not a waiver of any statutory or other lien given, or which may be given, to City but is in addition thereto. In the case of termination by either party, if Lessee fails to remove any of its furniture, fixtures, equipment, or other personal property from the Premises within 10 days following the termination of this Lease, Aviation Director may, at his option, take title to said personal property, remove the same, and sell the property found on the Premises at a public or private sale with proceeds of the sale applied first to the cost of the sale, then to the cost of storage of the property, if any, and then to the indebtedness of Lessee, with the surplus, if any, to be mailed to Lessee at the address herein designated. To the extent allowed by law, Lessee further agrees to hold harmless and indemnify City, including its officers, agents, and employees, against, from any loss or damage or claim arising out of City's action in collecting monies owed to it under this paragraph, except for any loss, damage, or claim caused by the gross negligence or willful misconduct of City or its employees. E. Notice of Termination. If an event a material default occurs, and after due written notice identifying the default, the defaulting party has failed to cure or failed to commence to cure, the complaining party may at any time after the expiration of any such cure period terminate this Lease by providing written notice of termination to the defaulting party. The Lease will be terminated on the date specified in the notice but not sooner than 10 business days after the postmarked date of the notice. F. Improvements Revert to City. Except for the right of Lessee to remove personal property at the expiration of the Lease, ownership of all improvements placed or constructed on the Premises by Lessee revert to the City upon the expiration or earlier termination of this Lease. Section 24. Re-delivery of Premises. Upon the expiration or earlier termination of this Lease, Lessee shall deliver the Premises to the City peaceably, quietly, and in as good condition as the same now are or may be hereafter improved by Lessee or City, normal use and wear excepted. Page 14 of 18 Section 25. Holdover. Upon the Aviation Director's advance written consent, any holding over by Lessee of the Premises after the expiration of this Lease, or the then-applicable renewal period of this Lease, will be as a month-to-month tenancy at sufferance not to exceed six months, upon all the terms and conditions set out in this Lease, except that rent shall be paid to the City by Lessee at 125% of the then-current rental rate in effect, and the Premises remains subject to surrender by the Lessee upon 30 days' prior written notice from the City, acting through the Aviation Director. It is expressly agreed that acceptance by the City of any holdover monthly rental payment under this Lease shall not operate to give Lessee any right to remain in possession beyond the period for which such amount has been paid nor shall it constitute a waiver by the City of its right to immediate possession thereafter, for which Lessee shall not fail or refuse to surrender possession. Section 26. Notices. A. With the exception of notices to be provided to the City under the hazardous materials/substances provision of Section 17 and the indemnification provisions of Section 21 of this Lease, all notices required to be sent under this Lease are deemed sufficient if in writing and sent by certified mail, return receipt requested, postage prepaid, or by overnight delivery service with proof of delivery, or delivered in person, and properly addressed as indicated below: If to City: Director of Aviation Corpus Christi International Airport 1000 International Drive Corpus Christi, TX 78406 With a copy to: City Attorney's Office P.O. Box 9277 Corpus Christi, Texas 78469-9277 If to Lessee: Emerald City Cargo 1935 S. Air Cargo Road Unit 500 Wichita, Kansas 67209 Attn: President B. Either party may change the address to which notice must be addressed under this section by providing the other party with notice of the new address via any of the methods set out in this section. Section 27. Disclosure of Interest; Form 1295. A. The City's Code of Ordinances, Section 2-349, as amended, requires all persons seeking to do business with the City to complete and provide a "Disclosure of Interest" form of the type attached to this Lease as Exhibit D. The content of the completed Exhibit D by Lessee is incorporated into this Lease by reference as if fully set out in this section. Lessee is obligated to provide an updated Disclosure of Interest should any information submitted Page 15 of 18 in Exhibit D and incorporated into this Lease by reference change during the pendency of this Lease for approval by the City Council and prior to the City's execution of the same. B. Additionally, Lessee agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and complete Form 1295 "Certificate of Interested Parties" as part of this Agreement, if so required by Texas law. Section 28. General Provisions. A. Mineral Rights. The City expressly reserves all water, gas, oil, and mineral rights in and under the soil beneath the Premises in which it holds an interest and further reserves the right to conduct and/or provide for testing and removal of any such City-owned water, gas, oil, or minerals from the Premises. B. No Waiver of Forfeiture; Cumulative Remedies. Any failure or neglect of the City or Lessee at any time to declare a forfeiture of this Lease for any breach or default whatsoever does not waive City's or Lessee's right thereafter to declare a forfeiture for the same or a succeeding breach or default. The failure of either party ever to insist upon the strict performance of any covenant of this Lease, or to exercise any option contained in this Lease, shall not be construed as its future waiver or relinquishment thereof. City's receipt of rent and fee payments from Lessee, with knowledge of the breach of any covenant of this Lease, shall not be deemed a waiver of such breach. Furthermore, the specific remedies of the parties under this Lease are cumulative and do not exclude any other remedies to which they may be lawfully entitled, in the event of a breach or threatened breach of this Lease. C. Force Majeure. Neither City nor Lessee will be deemed to be in breach of this Lease if either is prevented from performing any of its obligations under this Lease by reason of force majeure. "Force Majeure" for the purposes of this Lease means any prevention, delay, or stoppage due to strikes, lockouts, labor disputes, acts of God to include severe inclement weather and sustained periods of rain or snow, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform and claiming the force majeure. All of the foregoing events excuse the performance by either party for a period equal to any prevention, delay, or stoppage, including the obligations imposed with regard to commencement or payment of rental and other charges to be paid by Lessee pursuant to this Lease and the obligation of City to deliver the Premises. D. Rules and Regulations. Lessor has adopted minimum operational standards ("Minimum Standards") and may adopt any rules and regulations ("Rules and Regulations"), necessary which shall govern Lessee in the use of the Premises and all common facilities, a copy of each of which has been furnished to the Lessee and are incorporated by reference as if set out here in their entireties. Lessee agrees to comply fully at all times with these governing documents. Lessor, in its sole discretion, shall have the right to amend, modify, and alter the Minimum Standards and any Rules and Regulations from time to time in a reasonable manner and may introduce other regulations as deemed necessary for the purpose of assuring the safety, welfare, convenience, and protection of property of Lessor, Lessee, and all other tenants and customers of the Airport; provided, however, that Lessor shall give Lessee reasonable advance notice of any such amendments, modifications, or alternations of the Minimum Standards and Rules and Regulations. Page 16 of 18 E. Venue. Venue for any action brought under this Lease lies in Nueces County, Texas, where the Lease was executed and will be performed. F. No Third-Party Benefit; Relationship of Parties. No provision of this Lease creates a third-party claim against the City nor the Lessee beyond that which may legally exist in the absence of any such provision. Nothing contained in this Lease shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent, partners, joint venturers, or any similar such relationship between the parties to this Lease. It is understood and agreed that neither the method of computation or rent, charges, or fees, nor of any other provision contained in this Lease, nor any acts of the parties hereto, creates a relationship other than one of lessor and lessee or of landlord and tenant. G. Permits, Licenses, and Taxes. Lessee shall procure all permits and licenses needed for the conduct of its business and operations at the Airport pursuant to this Lease; shall pay, on or before their respective due dates, all charges, fees, and taxes including, but not limited to, payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other related taxes according to Internal Revenue Circular E "Employer's Tax Guide," Publication 15, as it may be amended, as well as all federal, State, and local taxes; and shall give all notices and respond to all communications that are necessary and incident to the due and lawful conduct of business at and occupancy of the Premises by Lessee. Lessee shall provide proof of payment of any tax within 10 days after the City Manager's written request for the same. Lessee shall also maintain and provide to the Aviation Director, upon request, current status of all federal, State, and local licenses and permits required for its operation and business in any way related to the Premises. H. Trash and Refuse. Lessee must arrange for the collection and lawful disposal of all trash and other refuse resulting from operations on the Premises; must provide and use suitable receptacles approved by the Aviation Director for all trash and other refuse generated by the use of the Premises; must prohibit the piling of boxes, barrels, or other similar items in or within view from a public area; and must pay, or cause to be paid, the costs associated with trash removal and disposal. I. Delegation. Any obligations of the Lessee required by this Lease may be delegated to any approved sublessee by the terms of the sublease agreement between the parties, provided, however, that any such delegation shall not relieve Lessee of its liability, responsibilities, and obligations under this Lease. J. Liens. Lessee shall not suffer nor permit any mechanics', materialman's', or other liens to be filed against the fee of the Premises or against Lessee's leasehold interest in the land, buildings, or improvements thereon by reason of any work, labor, services, or materials supplied, or claimed to have been supplied, to Lessee or to anyone holding the Premises, or any part thereof, through or under this Lease. Should any such lien be recorded against the Premises, Lessee shall cause the same to be discharged and removed. K. Amendments. This Lease, together with its authorizing ordinance, constitutes the entire agreement between the parties. No amendment, modification, or alteration of the terms and conditions of this Lease shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by authorized parties as this Lease or the City's City Charter may allow. Page 17 of 18 L. Severability. If any clause or provision of this Lease is held illegal, invalid, or unenforceable under present or future laws, it is the parties' intention that the remainder of this Lease not be affected, and, in lieu of each clause or provision that is illegal, invalid, or unenforceable, the parties intend that there be added, as a part of this Lease, a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision, as may be possible, yet be legal, valid, and enforceable. M. Captions. The captions of the provisions contained in this Lease document are for convenience of reference and are not intended to define, extend, or limit the scope of any provision of this Lease. N. Publication. Lessee must pay all newspaper publication costs, if any, for this Lease as required by the City Charter. [SIGNATURE PAGE FOLLOWS] Page 18 of 18 EXECUTED IN DUPLICATE ORIGINALS on the dates indicated below. CITY OF CORPUS CHRISTI EMERALD CITY CARGO, LLC Nadia Chandler-Hardy By:Anthony Tenbrink Assistant City Manager Title: President Date: Date: 03/31/2023 ATTEST: Rebecca Huerta City Secretary Approved as to form: Assistant City Attorney for Miles Risley, City Attorney ATTACHED AND INCORPORATED BY REFERENCE: Exhibit A— Corpus Christi International Airport (Aerial) Exhibit B — Premises (Drawing) Exhibit C — Insurance Requirements Exhibit D — Disclosure of Interest Page 19 of 18 ti - a i w , e o is _ l e ,. a 7 `S- b it, y } N EXHIBIT A Prepared by: Randy Schumann EMERALD CITY CARGO SITE LOCATION PLAN c~" E �A Approved by: Kevin Smith 10001nternisUonalDnveCorpus Chrest' S ternatioral Ai, Not to Scale Sheet No.1of1 Date: 11/17/2022 :1 sera Ran y 2 ity of Corpus ChristRAirport Stffff-SharedlEngineering%Airport Tenants Lease Termina IEmera d Clty4022 O O ® O O 0000 ELEC. �..... Go- F-1 OFFICE OFFICE OFFICE %1111 OFFI E e 1082 104 1096 1098 ID3 !TRANCE ,056 Leased RAC I RAC 2 aRAC 3 RAC 4 RAC 5a 1081 im—3 1065 1087 1089 Premises O ar Rental Center =UP C MAY PUBIJA C✓i�.R 060 �Sl PIdZVA1 070 080 M6C11I L 1112121 O an Ia75 CDMMAND n19PAM14 DATA F10-73-1 1076 T AID Lr� SI-2 Baggage Claim 063 PU OBLIC SAFETY 106CORR a C yl R C i) 5 1066 BADGNC TECH, 1116 RM. 1071 � 9� 1092 1034 W4 0 0 0 WgAEH COfiR. [ Square Annual Monthly Annual Cost MET! SI_q __. Category ,116 1117 1118 Feet Market Per Cost Square Feet „15 Office 1075 103.0 $90.43 $776.19 $9,314.29 KITCHEN STCR. 1119 N ' EXHIBIT B Prepared by: Randy Schumann Cew - EMERALD CITY CARGO LEASED PREMISES W_ E a� Approved by: Kevin Smith Corpus Christi 10001nternationalDrive .s International AirportNot to Scale Sheet No.1 oft Date: 11/17/2022 C:WserslRandyS21City of Corpus ChristilAirport Staff-SharedlEngineering\Airport Tenants Lease\Terminal\Emerald City\2022 NOTE:ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL,OR, IN THE ABSENCE OF INTERIOR WALLS,THE POINT OF SAID CENTERLINE WOULD BE LOCATED IFSUCH INTERIOR WALL EXISTED. I I 1 NOT i 9 0 - 15 1Ossq. Ft. APPLIED r 10'- 6" NEXHIBIT B Prepared by: Randy Schumann CCVI�AEMERALD CITY CARGO LEASED PREMISES w E �� Approved by: Kevin Smith 1000 International Drive Corpus Christi s International Airport Not to Scale Sheet No.2of2 Date: 11/17/2022 C:1UserMRandyS2\City of Corpus Christi\Airport Staff-Shared\Engineering\Airport Tenants Lease\Terminal\Emerald City\2022 EXHIBIT C INSURANCE REQUIREMENTS I. LESSEE'S LIABILITY INSURANCE A. Lessee must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Lessee must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. Lessee must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s)acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General Liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and/or number must be listed in Description Box of C01. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Commercial General Liability Including: $1,000,000 Per Occurrence 1. Commercial Broad Form 2. Premises—Operations 3. Products/Completed Operations $5,000,000 Per Occurrence El 4. Contractual Liability 5. Independent Contractors $10,000,000 Per Occurrence ❑ 6. Personal Injury-Advertising Injury Required ® NotRequired ❑ AUTO LIABILITY (including) $1,000,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased Required ® Not Required ❑ WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $1,000,000 /$1,000,000 /$1,000,000 Required ® NotRequired ❑ CRIME/EMPLOYEE DISHONESTY $25,000 Per Occurrence Lessee shall name the City of Corpus Christi, Texas as Loss Payee (Insurance Limit Subject to Change Based on Risk Required ® NotRequired ❑ Management Annual Review of Actual Receipts) PERSONAL PROPERTY INSURANCE Lessee, at their own expense, shall be responsible for insuring all owned,leased or rented personal property. Required ® NotRequired ❑ Subcontractors Lessee shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Lessee shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. Required ® Not Required ❑ C. In the event of accidents of any kind related to this agreement,Lessee must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Lessee must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Lessee will be promptly met. B. Lessee shall obtain and maintain in full force and effect for the duration of this Agreement, and any extension hereof, at Lessee's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A-VII. C. Lessee shall be required to submit a copy of the replacement certificate of insurance to City at the address provided belowwithin 10 days of the requested change. Lessee shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Lessee agrees that with respect to the above required insurance,all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees,volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of,the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers'liability policies must provide a waiver of subrogation in favor of the City; and • Provide 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 5 calendar days of a cancellation,non-renewal,material change ortermination of coverage,Lessee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lessee's performance should there be a lapse in coverage at any time during this agreement. Failure to provide and to maintain the required insurance shall constitute a material breach of this agreement. F. In addition to any other remedies the City may have upon Lessee's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required,the City shall have the right to order Lessee to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Lessee hereunder until Lessee demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee may be held responsible for payments of damages to persons or property resulting from Lessee's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Lessee's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2023 Insurance Requirements Exhibit Corpus Christi International Airport Lease Agreement for Emerald City Cargo,LLC -Postal Office Inside Terminal 1/11/2023 Risk Management—Legal Dept. �pUS C� oka ATTACHMENT D: DISCLOSURE OF INTEREST FORM U CITY OF CORPUS CHRISTI - oaPoa,ra DISCLOSURE OF INTEREST 1S52 Corpus Christi Code § 2-349, as amended,requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answerwith "NA". See next page for Filing Requirements, COMPANY NAME: EMERALD CITY CARGO LLC P. O. BOX: STREET ADDRESS: 1935S AIR CARGO RD, STE 500 CITY: WICHITA STATE: KS ZIP: 672C6- FIRM IS: 1. Corporation ✓ 2.Partnership 3.SoleOwner 4. Association 5.Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1 . State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named "firm." Name Job Title and City Department (if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named ' firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee orofficerof a "consultant" forthe City of Corpus Christi whoworked on any matter related to the subject of this contract and has an "ownership interest" constituting 3%or more of the ownership in the above named "firm." Name Consultant N/A Page 1 of 2 RFQ Revised 4.19.2019 FILING REQUIREMENTS If a person who requests official action on a matter knows which the requested actionwill confer an economic benefit on any City official or employee which is distinguishable from the effect which the action will have on members of the public in general or a substantial segment thereof, you must disclose which fact in a signed writing to the City official, employee or body which has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure must also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify which all information provided is true and correct as of the date of this statement, which I have not knowingly withheld disclosure of any information requested; and which supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: ANTHONY TENBRINK Title: PRESIDENT Signature of 03/31 /2023 Certifying Person: Date: DEFINITIONS a. "Board member." A member of any board, commission, or committee of the city, including the board of any corporation created by the city. b. "Economic benefit". An action which is likely to affect an economic interest if it is likely to have an effect on which interest which is distinguishable from its effect on members of the public in general ora substantial segment thereof. c. "Employee." Any person employed bythe city,wh ether under civil service ornot,including part-time employees and employees of any corporation created bythe city. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self- employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entitieswhich for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council,City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest."Legal or equitable interest,whether actually or constructively held, in a firm, includingwhen such interest is held through an agent,trust,estate,orholdingen City. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements. g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Page 2 of 2 RFQ Revised 4.19.2019 CC!- Corpus Christi International Airport Emerald City Cargo Lease Agreement City Council May 9, 2023 cc;19A Lease Agreement Corpus Christi International Airport • Staff is requesting City Council to authorize a two-year lease agreement with an option of three (3) additional twelve (12) month terms for renewal with Emerald City Cargo for one terminal office of 103 square feet at the Corpus Christi International Airport (CCIA). • Emerald City Cargo initial term for one (1) year cost: -Monthly Rent Cost: $ 776.19 -Annual Cost: $9,314.29 • Emerald City Cargo will be subject to any rate adjustment based on current and future terminal rate assessments. z } cc;19AProposed Lease Agreement Corpus Christi International Airport r r-4EEEEH8 V— i Leased Premises n LI C 0 o �( 1 F Total Square Feet 103 3 cc;19A Emerald City Cargo Corpus Christi International Airport • Emerald City Cargo will operate a small postal service inside the terminal on the first floor near the baggage return. • Lessee has an alternative monthly rent based on gross sales for the month. • If the lessee's monthly gross revenue for the Postal Service exceeds the monthly minimum base rent, Lessee shall pay the higher monthly rent based on a percentage of the Lessee's gross revenue for the month. cc;19A I,- f Recommendation Corpus Christi International Airport • City Staff recommends approval of the two-year lease agreement. • The Airport Board recommended approval of the lease agreement at their regular scheduled meeting that took place on March 29, 2023. 5 se w 0 H AGENDA MEMORANDUM CORPOR 1g4 First Reading Ordinance for the City Council Meeting of May 9, 2023 1852 Second Reading Ordinance for the City Council Meeting of May 16, 2023 DATE: April 10, 2023 TO: Peter Zanoni, City Manager FROM: Eddie Houlihan, Director of Management and Budget eddieho(a)-cctexas.com (361) 826-3792 FY 2023 Mid-Year Budget Adjustment CAPTION: Mid-Year Budget Adjustment Ordinance amending City Code Section 23-42 increasing the fee for birth and death certificate covers; and amending the FY 2023 Operating Budget to transfer and appropriate $110,789.68 from the unreserved fund balance in the General Fund for judicial salary adjustments, appropriating $1,250,000.00 in the Visitor Facilities Fund for capital contributions from OVG360 for various improvements at the American Bank Center facility, increasing revenue by $1,450,000.00 in the Tax Increment Reinvestment Zone No. 2 Fund for the estimate of Nueces County funds for TIRZ#2, appropriating $430,268.00 in the Tax Increment Reinvestment Zone No. 2 Fund for TIRZ #2 expenditures, and adding three positions to the Economic Development Department. SUMMARY: Due to increased costs of plastic covers for birth and death certificates, it is necessary to increase the fees for these items from $1.00 to $3.00. Marble stock covers for birth and death certificates are being added as an additional offering to customers for a fee of $4.00 per cover. Typically, fees are amended during the budget process, but in this case, the Vital Statistics division was in the process of being transitioned from the Health Department to the City Secretary's office during the budget process, and so this ordinance is now needed to codify the correct fees in the City's Code of Ordinances. Clarification of language is being added to the code of ordinances regarding winter quarter averaging for wastewater fees to provide consistency throughout the section. This Section was taken out by the City Council at the May 9, 2023 City Council meeting. A market survey of seventeen (17) Texas cities done by Human Resources revealed that City Municipal Court Judge salaries are below market. The Municipal Court Committee is recommending an increase in City Municipal Court Judge salaries after reviewing the market survey. The contract between the City and OVG for operations at the American Bank Center includes an OVG capital contribution of up to $1,250,000. The capital contribution will be used for various improvements and investments at the facility. The budget adjustment for the Tax Increment Reinvestment Zone Number Two (TIRZ #2) includes a revenue adjustment of$1,250,000.00 for the estimated contribution of Nueces County taxes and $200,000.00 for interest and investment income. Budget adjustment also includes an appropriation of$430,268.00 for TIRZ #2 expenditures ($200,000), the Mobility Plan ($150,000) and a transfer to the General Fund for administrative services ($80,268). Addition of three positions to the Economic Development Department to properly manage the leases and management contracts for City owned SEA District facilities including the American Bank Center, Whataburger Field, Harbor Play House, Texas State Museum of Asian Cultures, Science and History Museum, Art Museum, and Heritage Park, liaison between the organizations and the City, monitor capital maintenance needs, and manage the related projects for these facilities. The three positions will be funded for the remainder of FY 2023 through current salary savings in the Economic Development Department. BACKGROUND AND FINDINGS: The Municipal Court Committee recommended Presiding Municipal Court Judge and full-time Municipal Court Judge salaries be increased by 26%-31% due to current market. The Municipal Court Committee also recommended part-time Municipal Court Judges' hourly rate be increased by approximately 5%. The total increase in salaries, including retirement, for the remainder of FY 2023 is $110,789.68. This agenda item will appropriate $110,789.68 from the unreserved fund balance in the General Fund to pay for the increased salaries. Section 3.2 of the OVG contract with the City for Food and Beverage Service at the American Bank Center (the "Facility") calls for OVG to make a capital contribution of up to $600,000 in connection with various improvements and investments at the Facility, and Section 11.4 of the OVG contract with the City for Facility Management calls for OVG to make a capital contribution of up to $650,000 in connection with various improvements and investments at the Facility. OVG has agreed to contribute a total of $1,250,000.00, and this Ordinance will appropriate the contribution in the Visitors Facilities Fund so it can be expended on various improvements and investments at the Facility. At the time the FY 2022-23 Operating Budget was adopted, the extension of the Tax Increment Reinvestment Zone No. 2 (TIRZ #2) had not yet been approved. Therefore, the FY 2023 Operating Budget only included the City's estimated revenue in the amount of $3,884,967. In December 2022, TIRZ#2 was extended to 2042. On April 17, 2023, the TIRZ#2 Board approved the FY 2023 budget for TIRZ#2 with increased revenues of$1,250,000 for estimated contribution from Nueces County and $200,000 for interest and investment income and increased expenditures of $200,000 for general TIRZ #2 expenditures, $150,000 for the Mobility Plan and $80,268 for administrative services provided by the General Fund. This agenda item will increase revenue by $1,450,000 and expenditures by $430,268.00 in the Tax Increment Reinvestment Zone No. 2 Fund to account for these changes. Historically the management and monitoring of leases and management contracts for City owned SEA District facilities including the American Bank Center, Whataburger Field, Harbor Play House, Texas State Museum of Asian Cultures, Science and History Museum, Art Museum, and Heritage Park has been under the Parks and Recreation Department with no dedicated staff persons especially for facility maintenance. Beginning with the transition in the American Bank Center management and subsequent capital projects, it became apparent that dedicated resources and personnel was needed to properly manage the contracts, liaison between the organization and the City, monitor capital maintenance needs, and manage the related projects. An amendment to the FY 2023 budget is needed to add three positions currently suggested to be an assistant director, projects coordinator, and contracts administrator to properly manage and monitor these facilities valued at over $242,000,000. These positions will be added to the Economic Development department and will be funded through existing current year salary savings in the Economic Development Department for the remainder of Fiscal Year 2023. FISCAL IMPACT: The fiscal impact for FY 2023 consists of increasing General Fund expenditures for Municipal Court Judge salary increases by $110,789.68, increasing revenues and expenditures in the Visitors' Facility Fund by $1,250,000.00 and increasing revenue by $1,450,000.00 and expenditures by $430,268.00 in the Reinvestment Zone No 2 Fund. Funding Detail: Fund: 1020 General Fund Organization/Activity: 10400 Municipal Court - Judicial Department: 22 Municipal Court Account: 510100 Salaries 511000 Retirement Amount: $110,789.68 Fund: 4710 Visitors Facilities Fund Organization/Activity: 13600 Convention Center Operations 13625 Arena Operations Department: 34 Tourism Account: 540290 Outside Agency Amount: $1,250,000.00 Fund: 1111 Tax Increment Reinvestment Zone Number Two Fund Organization/Activity: 11305 Administration 60010 Transfer to General Fund Department: 34 Tourism Account: 530000 Professional Services 548520 Administrative Service Charges Amount: $430,268.00 Revenue Fund: 4710 Visitors Facilities Fund Organization/Activity: 13600 Convention Center Operations 13625 Arena Operations Department: 34 Tourism Account: 340200 Capital Contributions Amount: $1,250,000.00 Fund: 1111 Tax Increment Reinvestment Zone Number Two Fund Organization/Activity: 13600 Convention Center Operations 13625 Arena Operations Department: 34 Tourism Account: 300050 Reinvestment Zone current taxes — County 340900 Interest on investments Amount: $1,450,000.00 RECOMMENDATION: Staff recommends approving the Ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Mid-Year Budget Adjustment Ordinance amending City Code Section 23-42 increasing the fee for birth and death certificate covers; and amending the FY 2023 Operating Budget to transfer and appropriate $110,789.68 from the unreserved fund balance in the General Fund for judicial salary adjustments, appropriating $1,250,000.00 in the Visitor Facilities Fund for capital contributions from OVG360 for various improvements at the American Bank Center facility, increasing revenue by $1,450,000.00 in the Tax Increment Reinvestment Zone No. 2 Fund for the estimate of Nueces County funds for TIRZ#2, appropriating $430,268.00 in the Tax Increment Reinvestment Zone No. 2 Fund for TIRZ #2 expenditures, and adding three positions to the Economic Development Department. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, that: SECTION 1. The FY 2022-2023 Operating Budget adopted by Ordinance No. 032855 is amended to transfer and appropriate $110,789.68 from the unreserved fund balance in the General Fund for Municipal Court Judge Salaries. SECTION 2. The FY 2022-2023 Operating Budget adopted by Ordinance No. 032855 is amended to increase revenues by $1,250,000.00 in the Visitors Facilities Fund 4710 for capital contributions from OVG360 and appropriating $1 ,250,000.00 in the Visitors Facilities Fund 4710 for various improvements and investments at the American Bank Center facility per the contract with Global Spectrum, L.P., dba OVG360. SECTION 3. The FY 2022-2023 Operating Budget adopted by Ordinance No. 032855 is amended to increase revenues by $1 ,450,000.00 in the Reinvestment Zone No. 2 Fund 1111 for the estimated contribution of Nueces County taxes and interest and investment income and appropriating $430,268.00 for TIRZ #2 expenditures in the Reinvestment Zone No. 2 Fund 1111 . SECTION 4. The FY2022-2023 Operating Budget adopted by Ordinance No. 032855 is amended to add three full-time employees to the Economic Development Department. SECTION 5. The Corpus Christi Code, Chapter 23, Sec. 42. Schedule, is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: § Sec. 23-42 Fees for plastic covers for birth certificates. The fee for plastic cover for birth certificate is $3.00 for either the wallet size or letter size cover. The fee for marble stock birth and death certificate covers is $4.00. SECTION 6. If for any reason any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent 1 of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 7. This ordinance takes effect immediately upon passage. 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 3 us c O � Mid-Year 0 ►A.►�►/.��� ►� Budget 1>. - Adjustment �NCDRP RA�p "1852 Mid-Year Budget ➢Codifying fees for plastic and marble stock covers for birth and death certificates ➢Ci fide consistency throughout it section This section removed by City Council on May 9, 2023 ➢ Market adjustment for Municipal Court Judge salaries recommended by Municipal Court Committee and funded with $110,789.68 appropriation from unreserved General Fund Balance ➢Appropriation of OVG contribution of $1,250,000 for various improvements and investments at American Bank Center ➢Amendment of TIRZ #2 budget to increase revenues by $1,450,000 and expenditures by $430,268 ➢Addition of 3 positions to the Economic Development Department so �o p A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting May 16, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Daniel McGinn, AICP, Director of Planning Daniel Mc(a)-cctexas.com 361-826-7011 Resolution in Support of the Application to the Texas Department of Transportation's 2023 Transportation Alternatives Set-aside (TA) Call for Projects CAPTION: Resolution supporting the City of Corpus Christi's application to the Texas Department of Transportation's 2023 Transportation Alternatives Set-aside (TA) call for projects for the Holly Road Train Trestle to Tourism Trail Project. SUMMARY: This resolution supports the City's application for the 2023 Texas Department of Transportation (TxDOT) Transportation Alternatives Set-Aside (TA) program call for projects for an amount of approximately $10 million. The application includes funding for engineering design, permitting, and construction of the Holly Road train trestle bridge and connections between existing hike and bike facilities on the east side of Oso Bay and Flour Bluff Drive on the west side of the bay. If selected for funding, this project is eligible for Transportation Development Credits (TDCs), allowing for 100% TA funding without any local match requirements. BACKGROUND AND FINDINGS: On December 2, 2022, TxDOT announced a statewide Call for Projects for the TA program for bicyclist and pedestrian infrastructure and planning. The City successfully completed the first of two phases for the 2023 Call for Projects and has been invited by TxDOT to submit a detailed application package by the June 5, 2023, deadline. There is $200 million in available funding for `Large Scale Active Transportation Infrastructure' projects. Projects are eligible for reimbursement for construction and engineering costs in communities of any size and may range between $5 million and $25 million related to: • Bicycle infrastructure improvements • Shared use paths • Sidewalk improvements • Infrastructure-related projects to improve safety for non-motorized transportation • Construction of boulevards and other roadways that are located primarily in the right-of-way of divided highways and that improve access for bicyclists, pedestrians, and transit users and do not reduce on-system roadway capacity. TxDOT has highlighted several focus areas for the 2023 TA Call for Projects, including projects that construct segments identified as part of the Texas Bicycle Tourism Trails network or implement a locally preferred alternate route. In addition, projects that reflect a high degree of collaboration and community consensus while directly contributing to the department's safety, mobility, and connectivity goals are strongly encouraged. Both the Flour Bluff Area Development Plan and the Southside Area Development Plan, adopted in 2021 and 2020, respectively, identify the Oso Bay Trestle Bridge Hike and Bike trail as an important public investment project with strong community support. The voters further expressed support for this project when they approved the 2022 Bond Package that included $500,000 for the preliminary design and investigation to convert the damaged railroad crossing to an ADA-accessible hike and bike trail. In addition, the Flour Bluff Citizens Council successfully obtained a technical assistance grant from the National Park Service's Rivers, Trails, and Conservation Assistance Program in 2022. This grant project engaged the community in the planning process to extend the existing trail system as well as improve recreation and conservation efforts in Flour Bluff. The future trail system will be located throughout Flour Bluff connecting various natural areas on the Encinal Peninsula. These future improvements could serve as vital recreation, active transportation, and nature education resources for area residents and visitors to Corpus Christi. ALTERNATIVES: Staff did not consider any alternatives to applying for this grant. Council may direct staff not to apply the 2023 TxDOT TA program call for projects. FISCAL IMPACT: No fiscal impact currently. RECOMMENDATION: Staff recommends approval of the resolution to support the City's application for the 2023 TxDOT TA program. LIST OF SUPPORTING DOCUMENTS: Agenda Memo —2023 TxDOT TA Program Application Resolution —2023 TxDOT TA Program Application Presentation —2023 TxDOT TA Program Application Resolution supporting the City of Corpus Christi's application to the Texas Department of Transportation's 2023 Transportation Alternatives Set-aside(TA) call for projects for the Holly Road Train Trestle to Tourism Trail Project Whereas, the Texas Department of Transportation issued a call for projects in December 2022 for communities to apply for funding assistance through the Transportation Alternatives Set- Aside (TA) Program; and Whereas, the TA funds may be used for development of preliminary engineering (plans, specifications, and estimates and environmental documentation) and construction of pedestrian and/or bicycle infrastructure. The TA funds require a local match, comprised of cash or Transportation Development Credits (TDCs), if eligible. The City of Corpus Christi would be responsible for all non-reimbursable costs and 100% of overruns, if any, for TA funds. NOW, THEREFORE, BE IT RESOLVED BY THE CORPUS CHRISTI CITY COUNCIL THAT: Section 1. The City of Corpus Christi supports funding this project as described in the 2023 TA Detailed Application (including the preliminary engineering budget, if any, construction budget, the department's direct state cost for oversight, and the required local match, if any) and is willing to commit to the project's development, implementation, construction, maintenance, management, and financing. The City of Corpus Christi is willing and able to enter into an agreement with the department by resolution or ordinance, should the project be selected for funding. PASSED AND APPROVED on the day of 2023: Paulette Guajardo Roland Barrera Sylvia Campos Gil Hernandez Michael Hunter Jim Klein Mike Pusley Everett Roy Dan Suckley ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor Page 1 of 1 TxDOT Transportation Alternatives Set-Aside Program Holly Road Train Trestle to Tourism Trail May 16, 2023 opus CH O p t4f,m gNr.,r� H52 l A ,/ + "=_fs Ec I the 6• Joi+�t _,., Holly Road Trail, .�� U I z� g , •. �1'tl d � � ,, .7� E' 1 � c a C_I=h'c; t ��� zRJlly •�•7���rour Bluff r I H 5tt aMe'�I 1�� Steil or—a.laernv• 2021 Flour Bluff ADP rtsat�,- "^^ti,� ,s,r:,, 1,r ✓ „�.:.e:;-�.ss .��,er;aM ,µa�, L Schedule Table 1:TxDOT's 2023 TA Call for Projects Important bates tz .: TxDOT's 7Callects opens December 2,2022 ifirtual wNovember 29-December 15,2022 Responses to workshop questions posted December 21,2022* Preliminary Application(PA)deadline January 27,2023 District coordination meeting Before March 17,2023* TxDOT PA review complete March 24,2023 TxDOT notifies sponsors of eligibility and March 27 2023 provides Detailed Application Detailed Application(DA)deadline June 5,2023 TxDOT DA review complete August 18,2023* Commission award October 2023* *Target dates 4 Questions? SC w 0 AGENDA MEMORANDUM Action Item for the City Council Meeting of May 16, 2023 CORPOR I 1852 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police M i ke m a(d)-cctexas.co m (361) 886-2603 Acceptance of a Grant for the Corpus Christi Police Department for the Operation Stonegarden Program CAPTION: Ordinance accepting a grant to combat drug and human trafficking from the State of Texas Governor's Homeland Security Grants Division in the amount of $145,245.00 for overtime and fringe benefits for the Corpus Christi Police Department; and appropriating $145,245.00 in the Police Grants Fund. SUMMARY The State of Texas Governor's Homeland Security Grants Division is awarding the City with grant funds for overtime and fringe benefits for Operation Stonegarden (OPSG). Funding is available and eligible for Operation Stonegarden under the Department of Homeland Security Grant Program. BACKGROUND AND FINDINGS: Corpus Christi was identified as an integral part of the U.S. Border Patrol's strategy to enhance cooperation and coordination among numerous agencies in a joint mission to combat drug and human trafficking. This grant's funding will be used to enhance law enforcement efforts along routes on ingress and egress, including coastal waterway, in the Corpus Christi region. The Corpus Christi Police Department's (CCPD) participation in OPSG will consist of combating drug and human trafficking. This will be achieved by establishing a substantial probability of apprehension through improved enforcement, improved rapid mobility, and intelligence-driven resource deployments. Additionally, CCPD will promote an environment of collaborative enforcement efforts with multiple agencies to assist in the stated mission of OPSG. More specifically, CCPD will conduct interdiction operations individually and in conjunction with federal, state, and local partners. The operations will be focused along routes on ingress and egress, both on state and local highways, to include SH44, SH77, SH181. The operations also will take place along routes on ingress and egress from the extensive coastal waterways surrounding Corpus Christi. The OPSG grant will pay for overtime and fringe benefits. As part of OPSG, CCPD's tactical operations teams will conduct approximately 1,780 hours of overtime. The grant period is from March 1, 2023 through February 28, 2024. This is twelfth year that the City has received this grant. Last year, the City received $216,799.99 from this grant. ALTERNATIVES: The alternative is not to accept the grant, thereby providing less funds for overtime and fringe benefits for CCPD officers to be involved with the OPSG operations. However, this will prevent CCPD from launching operations and collaborating with other law enforcement agencies in order to combat drug and human trafficking in the region. FISCAL IMPACT: The fiscal impact for FY 2023 is accepting funds and appropriating $145,245.00 to the Police Grants Fund. Funding Detail: Fund: Police Grants Fund 1061 Organization/Activity: 822723F Mission Element: 151 Project # (CIP Only): N/A Account: 510200 Overtime $110,700 511000 Retirement $34,545 RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds, as presented. LIST OF SUPPORTING DOCUMENTS: Grant award document Ordinance authorizing acceptance of a grant from the State of Texas, Governor's Homeland Security Grants Division for the Operation Stonegarden Program in the amount of $145,245.00 to conduct overtime operations designed to reduce border-security risks; appropriating funds in the amount of$145,245.00 to the Police Grants Fund; and amending the operating budget. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept funding in the amount of $145,245.00 State of Texas, Governor's Homeland Security Grants Division for the Operation Stonegarden Program to conduct overtime operations designed to reduce border-security risks. SECTION 2. The City of Corpus Christi designates the Chief of Police as the City's authorized official. The authorized official is given the power to apply for, accept, reject, alter, or terminate the funding on behalf of the applicant agency. SECTION 3. That $145,245.00 is appropriated in the No. 1061 Police Grants Fund from the State of Texas, Governor's Homeland Security Grants Division for the Operation Stonegarden Program described in Section 1 . SECTION 4. In the event of the loss or misuse of these funds, the City of Corpus Christi assures that the funds will be returned to the State of Texas, Governor's Homeland Security Grants Division in full. SECTION 5. That the 2022-2023 operating budget approved by Ordinance No. 032855 is amended to increase revenues and expenditures. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on the day of , 2023: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Paulette Guajardo City Secretary Mayor Statement of Grant Award(SOGA) — - - The Statement of Grant Award is the official notice of award from the Office of the Governor(OOG).This Grant Agreement and all terms, conditions,provisions and obligations set forth herein shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns and all other State of Texas agencies and any other agencies,departments, divisions,governmental entities,public corporations,and other entities which shall be successors to each of the Parties or which shall succeed to or become obligated to perform or become bound by any of the covenants, agreements or obligations hereunder of each of the Parties hereto. The approved project narrative and budget for this award are reflected in eGrants on the `Narrative'and `Budget/Details'tabs. By accepting the Grant Award in eGrants,the Grantee agrees to strictly comply with the requirements and obligations of this Grant Agreement including any and all applicable federal and state statutes,regulations,policies,guidelines and requirements. In instances where conflicting requirements apply to a Grantee,the more restrictive requirement applies. The Grant Agreement includes the Statement of Grant Award;the OOG Grantee Conditions and Responsibilities;the Grant Application in cGrants; and the other identified documents in the Grant Application and Grant Award,including but not limited to: 2 CFR Part 200,Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Chapter 783 of the Texas Government Code,Title 34,Part 1,Chapter 20, Subchapter E,Division 4 of the Texas Administrative Code,and the Texas Grant Management Standards (TxGMS)developed by the Comptroller of Public Accounts;the state Funding Announcement or Solicitation under which the grant application was made,and for federal funding,the Funding Announcement or Solicitation under which the OOG was awarded funds; and any applicable documents referenced in the documents listed above.For grants awarded from the U.S. Department of Justice,the current applicable version of the Department of Justice Grants Financial Guide and any applicable provisions in Title 28 of the CFR apply.For grants awarded from the Federal Emergency Management Agency(FEMA), all Information Bulletins and Policies published by the FEMA Grants Program Directorate apply.The OOG reserves the right to add additional responsibilities and requirements,with or without advance notice to the Grantee. By clicking on the'Accept'button within the'Accept Award'tab,the Grantee accepts the responsibility for the grant proj cot, agrees and certifies compliance with the requirements outlined in the Grant Agreement, including all provisions incorporated herein, and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s)of Funding and Other Fund-Specific Requirement(s),if any,cited below: Grant Number: 3173708 Award Amount: $145,245.00 Date Awarded: PREVIEW-AWARD NOT ACTIVE Grantee Cash Match: $0.00 Grant Period: 03/01/2023 -02/29/2024 Grantee In Kind $0.00 Match: Liquidation Date: 05/29/2024 Grantee GPI: $0.00 Program Fund: HS-Homeland Security Grant Program Total Project Cost: $145,245.00 (HSGP) Grantee Name: Corpus Christi, City of Project Title: Nueces-2022 OPSG Grant Manager: Lynne Crow Unique Entity Identifier XETBTPKCL895 (UEI): CFDA: 97.067-Homeland Security Grant Program(HSGP) Federal Awarding U.S. Department of Homeland Security,Federal Emergency Management Agency Agency: Federal Award 9/12/2022 Date: Federal/State Award ID EMW-2022-SS-00021 Number: Total Federal Award/State $103,385,451.00 Funds Appropriated: so �o o� A H AGENDA MEMORANDUM µoRPORPg4 First Reading for the City Council Meeting of May 16, 2023 1852 Second Reading for the City Council Meeting of May 23, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Fauzia Khan, Director of Public Health FauziaK(o-)-cctexas.com 361-826-7202 Amendment of the IDCU-COVID Grant increasing the contract by $160,905.00 for laboratory activities CAPTION: Ordinance appropriating $160,905.00 in the Health Grant Fund for an increase in the Infectious Disease Prevention and Control Unit - COVID (IDCU-COVID) Grant Program from the Texas Department of State Health Services (DSHS) to provide COVID-19 epidemiologic and surveillance response activities, along with laboratory response network activities for the period September 1, 2022, through August 31, 2024. SUMMARY: To provide for laboratory costs, supplies, and other expenses to offer services and associated activities which will assist communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). BACKGROUND AND FINDINGS: The Texas Department of State Health Services ("DSHS") has awarded a grant contract with an additional amount of $160,905.00 to provide for laboratory costs, supplies, and other expenses to ensure proper COVID-19 response is sustained and build sustainable relationships with those communities within the jurisdiction of the CCNCPHD. ALTERNATIVES: Refuse the grant and discontinue offering services to assist communities disproportionately affected by COVID-19. FISCAL IMPACT: This Ordinance appropriates $160,905.00 in the Health Grant Fund for an increase in the Infectious Disease Prevention and Control Unit - COVID (IDCU-COVID) Grant Program. The grant requires no match. All positions are 100% grant funded. FUNDING DETAIL: Fund: 1066 Health Grants paid by Department of State Health Services Organization/Activity: 831861 F Mission Element: 103 COVID19 Response Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS000812700042 Ordinance Ordinance appropriating $160,905.00 in the Health Grant Fund for an increase in the Infectious Disease Prevention and Control Unit - COVID (IDCU-COVID) Grant Program from the Texas Department of State Health Services (DSHS) to provide COVID-19 epidemiologic and surveillance response activities and laboratory response network activities for the period September 1, 2022, through August 31, 2024. Whereas, the City Manager or designee (Director of the CCNCPHD) is authorized to execute amendments to the grant contract which extend the contract period or increase or decrease the grant amount; and Whereas, the Texas Department of State Health Services has awarded an additional $160,905.00 for Contract No. HHS000812700042 to provide funding in support of COVID-19 epidemiologic and surveillance response (Epi) activities and COVID-19 laboratory response network (LRN) activities. Be it Ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. Funds in the amount of $160,905.00 are appropriated in Health Grants Fund 1066 for COVID-19 epidemiologic and surveillance response (Epi) activities and COVID- 19 laboratory response network (LRN) activities for the period of September 1 , 2022, through August 31 , 2024. SECTION 2. A copy of the executed health grant contract and amendments shall be filed in the office of the City Secretary. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 DocuSign Envelope ID:69925D33-697A-4218-ADDE-60C4D2C130C1 S TEAS Health and Human Texas Department of State Health Services �b Services Jennifer A.Shuford,M.D.,M.P.H. Commissioner Dr. Fauzia Khan Director of Public Health Corpus Christi-Nueces County Public Health District (City) 1702 Horne Road Corpus Christi, Texas 78416 Subject: IDCU/COVID Contract Number: HHS000812700042, Amendment No. 3 Contract Amount: $2,174,626.64 Contract Term: 9/01/2022 - 7/31/2024 Dear Dr. Khan: Enclosed is the IDCU/COVID contract amendment between the Department of State Health Services and Corpus Christi-Nueces County Public Health District (City). The purpose of this contract is to provide funding for COVID-19 outbreak response activities. This amendment increases the contract by $160,905.00 for laboratory activities. Please let me know if you have any questions or need additional information. Sincerely, Caeli Paradise, CTCM Contract Manager 512-776-3767 Caeli.Pa rad ise@dshs.texas.aov P.O. Box 149347•Austin,Texas 78714-9347• Phone:888-963-7111 • TTY:800-735-2989 • dshs.texas.gov DocuSign Envelope ID:69925D33-697A-4218-ADDE-60C4D2C130C1 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS000812700042 AMENDMENT No.3 The DEPARTMENT OF STATE HEALTH SERVICES("SYSTEM AGENCY"OR"DSHS")and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY)("GRANTEE"),each a"Party" and collectively referred to as the "Parties," to that certain grant contract for COVID-19 surveillance and enhanced laboratory activities effective September 1, 2022, and denominated DSHS Contract No. HHS000812700042 ("Contract"), as amended, now desire to further amend the Contract. WHEREAS, the Parties desire to revise the Statement of Work to change the financial status reporting requirement from quarterly to semi-annually; and WHEREAS, the Parties desire to revise the Budget to add additional funding for COVID-19 outbreak response activities. Now,THEREFORE, the Parties hereby amend and modify the Contract as follows: 1. SECTION V, BUDGET, of the Contract is hereby amended to add $160,905.00 to the Contract for the period beginning with the effective date of this Amendment and ending July 31, 2023, for a total not-to-exceed amount of$2,174,626.64 for COVID-19 activities. 2. ATTACHMENT A,STATEMENT OF WORK,SECTION III,INVOICE AND PAYMENT,is hereby amended and restated in its entirety as follows: III. INVOICE AND PAYMENT Grantee shall submit a monthly detailed and accurate invoice describing the services performed in completion of the responsibilities outlined in Attachment A. Invoices and supporting documentation shall be submitted to System Agency no later than thirty (30) days after the last day of each month. A. Grantee shall request payments monthly using the State of Texas Purchase Voucher(Form B-13). Invoices must be submitted monthly to prevent delays in subsequent months. Grantees that do not incur expenses within a month are required to submit a "zero dollar" invoice on a monthly basis. Grantee must submit a final close-out invoice and final financial status report no later than 45 days following the end of the Contract term. Invoices received more than 45 days after the end of the Contract term are subject to denial of payment. Invoices and any supporting documentation will be mailed or submitted by fax or electronic mail to all addresses/number below. Invoices submitted by electronic mail must be emailed to invoices@dshs.texas.gov and crosinvoices@dshs.texas.gov simultaneously. Department of State Health Services Claims Processing Unit, MC 1940 CONTRACT NO.HHS000812700042 AMENDMENT NO. 3 Page 1 of 4 DocuSign Envelope ID:69925D33-697A-4218-ADDE-60C4D2C130C1 1100 West 491h Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512)458-7442 Email: Invoiceskdshs.texas. og_v and CMSinvoicesgdshs.texas. og_v Failure to submit required information may result in delay of payment or return of invoice. Billing invoices must be legible. Illegible or incomplete invoices which cannot be verified will be disallowed for payment. B. Grantee shall submit the Financial Status Report (FSR-269A) biannually as outlined below. Grantee shall email the FSR-269A to the following email addresses: FSRgrants2dshs.texas.gov and crosinvoices2dshs.texas.gov. The Financial Status Report (FSR-269A) can be located at: hlt 2s://www.dshs.texas.gov/sites/default/fi les/hivstd/contractor/prev/269- FSR.xlsx. Financial Status Report Period Covered Due Date 1St FSR - 269A 09/01/2022— 02/28/2023 March 31, 2023 2nd FSR - 269A 03/01/2023 — 08/31/2023 September 29, 2023 3rd FSR- 269A 09/01/2023 — 02/29/2024 March 29, 2024 4th FSR - 269A 03/01/2024— 07/31/2024 September 16, 2024 C. Grantee will be paid on a cost reimbursement basis and in accordance with Attachment B-3 of this Contract. 3. ATTACHMENT B-2, REVISED BUDGET, of the Contract is deleted in its entirety and replaced with ATTACHMENT B-3,REVISED BUDGET. All expenditures under the Contract will be in accordance with ATTACHMENT B-3, REVISED BUDGET. 4. ATTACHMENT B-3, REVISED BUDGET, is attached to this Amendment No. 3 and incorporated as part of the Contract for all purposes. 5. This Amendment No. 3 shall be effective as of the date last signed below. 6. Except as amended and modified by this Amendment No. 3, all terms and conditions of the Contract shall remain in full force and effect. 7. Any further revisions to the Contract shall be by written agreement of the Parties. 8. Each Party represents and warrants that the person executing this Amendment on its behalf has full power and authority to enter into this Amendment. CONTRACT NO.HHS000812700042 AMENDMENT NO. 3 Page 2 of 4 DocuSign Envelope ID:69925D33-697A-4218-ADDE-60C4D2C130C1 SIGNATURE PAGE FOLLOWS CONTRACT NO.HHS000812700042 AMENDMENT NO. 3 Page 3 of 4 DocuSign Envelope ID:69925D33-697A-4218-ADDE-60C4D2C130C1 SIGNATURE PAGE FOR AMENDMENT No.3 DSHS CONTRACT No.HHS000812700042 SYSTEM AGENCY GRANTEE DocuSigned by: DocuSigned by: KD�7 Kirk Cole B�7•,704DD3FAAF59048D... B • 434CEBF4B2ED425._. Name: Kirk Cole Name: Fauzi a Khan Deputy Commissioner Title: Title: Director of Public Health March 27,2023 3/23/2023 Date of Signature: Date of Signature: CONTRACT NO.HHS000812700042 AMENDMENT NO. 3 Page 4 of 4 DocuSign Envelope ID:69925D33-697A-4218-ADDE-60C4D2C130C1 ATTACHMENT B-3 REVISED BUDGET Categorical Epi LRN LRN LRN LRN Budget Expansion PPP Expansion SPHL Core A2 Funding Funding Funding Funding Funding Expires Expires Expires Expires Expires Contract Budget Period July 31, July 31, July 31, July 31, July 31,2024 2024 yl 2024 2024 2023 Total PERSONNEL $1,044,086. $0.00 $0.00 0.00 ■ $0.00 $1,044,086.87 FRINGE BENEFITS $447,750.52 $0.00 $0.00 $0.00 $0.00 $447,750.52 TRAVEL $24,263.00 ®�0 $0.00 ' $0.00 $24,263.00 EQUIPMENT $0.00 $1,741.68 $60,133.00 $115,000.00 $98,679.00 $275,553.68 SUPPLIES $60,976.25 L $0.00 I $96,302.32 L $0.00 $0.00 $157,278.57 CONTRACTUAL $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 OTHER $20,000.00 0 $0.00 $133,468.00 $10,000.00 $62,226.00 $225,694.00 TOTAL DIRECT $1,597,076.64 $1,741.68 $289,903.32 $125,000.00 $160,905.00 $2,174,626.64 CHARGES INDIRECT CHARGES $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TOTAL $1,597,076.64 $1,741.68 $289,903.32 $125,000.00 $160,905.00 $2,174,626.64 CONTRACT NO. HHS000812700042 AMENDMENT NO. 3 Page 1 of 1 DocuSign Certificate Of Completion Envelope Id:69925D33697A4218ADDE60C4D2C130C1 Status: Completed Subject: Please DocuSign: HHS000812700042,Corpus Christi-Nueces Co. Public Health,COVID Amendment 3 Source Envelope: Document Pages:6 Signatures: 1 Envelope Originator: Certificate Pages:6 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: 167.137.1.7 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 3/23/2023 12:57:43 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Helen Whittington Completed Sent:3/23/2023 2:20:39 PM helen.whittington@dshs.texas.gov Viewed: 3/23/2023 2:31:38 PM Security Level: Email,Account Authentication Signed:3/23/2023 2:41:06 PM (None) Using IP Address: 167.137.1.17 Electronic Record and Signature Disclosure: Accepted:3/23/2023 2:31:38 PM ID:a3759c7b-8d78-4d85-b87e-9ab11a2ee283 PATTY MELCHIOR Completed Sent:3/23/2023 2:41:08 PM Patty.MeIchior@dshs.texas.gov Viewed: 3/23/2023 4:38:11 PM Director, DSHS CMS Signed:3/23/2023 4:38:18 PM Security Level: Email,Account Authentication Using IP Address: 167.137.1.16 (None) Electronic Record and Signature Disclosure: Accepted:5/5/2022 12:43:08 PM ID:f01589da-43a7-481e-996a-7c50409e5d48 DocuSigned by: Kirk Cole Sent:3/23/2023 4:38:20 PM Kirk.Cole@dshs.texas.gov E04DMFAAF59048D irk Cole Viewed: 3/27/2023 5:36:18 PM Deputy Commissioner Signed:3/27/2023 5:37:13 PM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 167.137.1.18 Electronic Record and Signature Disclosure: Accepted:3/27/2023 5:36:18 PM ID:ba481c65-2813-48ce-99e3-1289352766d6 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 Carbon Copy Events Status Timestamp Denzel Otokunrin � Sent:3/23/2023 1:04:19 PM denzel@cctexas.com COPED Viewed: 3/23/2023 1:47:21 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Moriam Ojelade � Sent:3/23/2023 1:04:19 PM moriamO@cctexas.com ED Viewed: 3/23/2023 1:07:44 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Raymond Maylone � Sent:3/23/2023 1:04:20 PM Raymond M2@cctexas.com ED Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Caeli Paradise Sent:3/23/2023 1:04:19 PM caeli.paradise@dshs.texas.gov ED Viewed: 3/28/2023 8:27:04 AM Contract Manager Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/21/2021 2:35:07 PM ID:c6dab47b-ff17-4990-be85-4057f6a41671 Fauzia Khan E Sent:3/23/2023 1:04:19 PM FauziaK@cctexas.com Resent:3/23/2023 2:20:38 PM Security Level: Email,Account Authentication Viewed: 3/23/2023 2:27:59 PM (None) Electronic Record and Signature Disclosure: Accepted:3/22/2023 1:13:23 PM ID:fc447fa5-0314-47e8-bdc1-d291477d7949 dante Gonzalez Sent:3/23/2023 1:04:18 PM danteg@cctexas.com ED Assistant Director of Public Health Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox �� Sent:3/27/2023 5:37:15 PM CMS.InternalRouting@dshs.texas.gov Resent:3/27/2023 5:37:18 PM DSHS Contract Management Section 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 3/23/2023 1:04:20 PM Envelope Updated Security Checked 3/23/2023 2:20:37 PM Envelope Summary Events Status Timestamps Envelope Updated Security Checked 3/23/2023 2:20:37 PM Envelope Updated Security Checked 3/23/2023 2:20:37 PM Envelope Updated Security Checked 3/23/2023 2:20:38 PM Envelope Updated Security Checked 3/23/2023 2:20:38 PM Envelope Updated Security Checked 3/23/2023 2:20:38 PM Envelope Updated Security Checked 3/23/2023 2:39:16 PM Envelope Updated Security Checked 3/23/2023 2:39:16 PM Envelope Updated Security Checked 3/23/2023 2:39:16 PM Envelope Updated Security Checked 3/23/2023 2:39:16 PM Envelope Updated Security Checked 3/23/2023 2:39:16 PM Certified Delivered Security Checked 3/27/2023 5:36:18 PM Signing Complete Security Checked 3/27/2023 5:37:13 PM Completed Security Checked 3/27/2023 5:37:15 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: Helen Whittington, PATTY MELCHIOR, Kirk Cole,Caeli Paradise, Fauzia Khan ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DSHS Contract Management Section (we, us or Company) may be required by law to 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Two Reading Ordinance Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for amendment the "Infectious Disease Prevention and Control Unit-COVID (IDCU-COVID) Grant' from the Texas Department of State Health Services appropriating an additional S160,905.00 for the Laboratory Response Network (LRN) into the Health Grants Fund to provide funding in support of Texas Initiative for COVID-19 response activities. City Council May 16, 2023 Background and Staff Recommendation • IDCU-COVID o To be used to provide for personnel costs, supplies, and other expenses to offer services and associated activities to assist communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). Ensure proper COVID-19 response activities are sustained. o September 1, 2022, through July 31, 2024 Background and Staff Recommendation o Total Contract value is $2,174,626.64 o Fiscal impact — All positions are 100% grant funded. o Staff Recommendation: Approval of the two-reading ordinance. City Council May 16, 2023 so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of May 16, 2023 1852 Second Reading for the City Council Meeting of May 23, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Fauzia Khan, Director of Public Health fauziak(o-)-cctexas.com 361-826-7202 Acceptance of the Laboratory Response Network (LRN)—Public Health Emergency Preparedness (PHEP) Grant Amendment in the amount of$205,548.00, and appropriation of the funds for the contract period July 1, 2023, through June 30, 2024 CAPTION: Ordinance authorizing acceptance of the Center for Health Emergency Preparedness and Response Grant for$205,548.00 with an in-kind match of$20,565.00 from the Texas Department of State Health Services (DSHS); and appropriating $205,548.00 in the Health Grant Fund to provide Laboratory Response Network(LRN) Level 3 chemical laboratory surge capacity activities for the period of July 1, 2023, through June 30, 2024. SUMMARY: Funds in the amount of$205,548.00 are appropriated from the Contract to Health Grants Fund No. 1066 to pay for personnel costs, supplies, and other expenses; fulfilling the mission of the Public Health Emergency Preparedness Laboratory Response Program to maintain and support an action plan to respond to bioterrorism and biological threats in the community. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant contract amendment in the amount of $205,548.00 to maintain the LRN laboratory activities within the Corpus Christi-Nueces County Public Health District. The contract is to begin July 1, 2023, through June 30, 2024, for the purchase of supplies, equipment, travel expenses, and personnel salary with fringe benefits to support the preparedness and response activities. This grant covers a 12-county area, responding to, training, and educating hospital and first responder personnel for events relating to bioterrorism, chemical terrorism, and other man-made and natural disasters. This renewable grant has been a part of the LRN for over 5 years with the primary goal of continuing Level 3 chemical laboratory surge capacity activities, complying with LRN requirements for biological laboratories. It enables expedient and appropriate responses to events of public health consequences. ALTERNATIVES: Discontinue LRN laboratory response network activities and thereby cause a delay in or prevent expedient and appropriate response to public health threats. FISCAL IMPACT: This Ordinance, Amendment No. 7 increases the total contract value by $226,103.00 (reflecting $205,548.00 in federal funding and $20,565.00 in match funding) for FY2024. It extends the end of the contract term to June 30, 2024, and revises attachments to the contract. COMMENTS: The grant award of$205,548.00 requires a 10% ($20,565.00) in-kind match. FUNDING DETAIL: Fund: 1066 Health Grants paid by the Department of State Health Services Organization/Activity: 831526F Department: 044 Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001311400005 Amendment No. 07 Ordinance Ordinance authorizing acceptance of Center for Health Emergency Preparedness and Response Grant for $205,548.00 with an in-kind match of $20,565.00 from the Texas Department of State Health Services (DSHS); and appropriating $205,548.00 in the Health Grant Fund to provide Laboratory Response Network (LRN) Level 3 chemical laboratory surge capacity activities for the period of July 1, 2023, through June 30, 2024. Be it Ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to amend Contract No. HHS001311400005 (the "Contract") between the Texas Department of State Health Services ("DSHS") and Corpus Christi-Nueces County Public Health District to increase the grant amount by $205,548.00 with an in-kind match of $20,565.00 for the period July 1 , 2023, through June 30, 2024, to provide Laboratory Response Network (LRN) Level 3 chemical laboratory surge capacity activities. SECTION 2. Funds in the amount of $205,548.00 are appropriated in the Health Grants Fund No. 1066 to pay for personnel costs, supplies, and other expenses; to provide a Public Health Emergency Preparedness Laboratory Response Program to maintain and support an action plan to respond to an act of bioterrorism and biological threats in the community. SECTION 3. The City Manager or designee is authorized to execute any future amendments to the Contract which extend the contract period or increase or decrease the amount of the grant. SECTION 4. A copy of the executed health grant contract and amendments shall be filed in the office of the City Secretary. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES GRANT AGREEMENT, CONTRACT No.HHS001311400005 UNDER THE CENTER FOR HEALTH EMERGENCY PREPAREDNESS AND RESPONSE GRANT PROGRAM The parties to this agreement("Grant Agreement" or"Contract") are The Department of State Health Services ("System Agency"), a pass-through entity, and Corpus Christi-Nueces County Public Health District(City) ("Grantee"), having its principal office at 1702 Horne Road, Corpus Christi, Texas 78416 (each a"Party" and collectively the "Parties"). I. PURPOSE Perform activities in support of the Public Health Emergency Preparedness Cooperative Agreement and the Administration for Strategic Preparedness and Response (ASPR) Activities include but are not limited to; continuing Level 3 chemical laboratory surge capacity activities, complying with new Laboratory Response Network ("LRN") requirements for biological laboratories, coordinating with public health preparedness partners, and analyzing real-time clinical specimens. CDC's five-year Public Health Emergency Preparedness ("PHEP")—Hospital Preparedness Program ("HPP") Cooperative Agreement seeks to align PHEP and HPP programs and advance public health and healthcare preparedness and ensure jurisdictions are capable of providing a standard battery of tests for high-priority biological threats and emerging infectious diseases. H. DURATION This Grant Agreement is effective on July 1, 2023 and expires on June 30, 2024, unless sooner terminated or renewed or extended. III. STATEMENT OF WORK The Scope of Grant Project to which Grantee is bound is incorporated into and made a part of this Grant Agreement for all purposes and included as Attachment A. IV.BUDGET The total amount of this Grant Agreement will not exceed Total contract amount$226,113.00. This includes the System Agency share of$205,548.00 and Grantee's required match amount of $20,565.00. The total not-to-exceed amount includes the following: System Agency Grant Agreement,Contract# HHS001311400005 Page 1 of 5 11115 Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A Total Federal Funds: $205,548.00 Total State Funds: $0.00 All expenditures under the Grant Agreement will be in accordance with ATTACHMENT B, BUDGET. V. NOTICE TO PROCEED Funding for this Contract is dependent on the award of the applicable federal grant. No activities may commence, and no expenses incurred prior to the issuance of a written Notice to Proceed by System Agency. The Notice to Proceed may include an amended or ratified budget which will be incorporated into this Contract by a subsequent amendment, as necessary. Notwithstanding the preceding, at the discretion of System Agency, Grantee may be eligible to receive reimbursement for eligible expenses incurred during the period of performance as defined by 2 CFR §200.309. Vl. REPORTING REQUIREMENTS Grantee shall submit the following reports listed on Attachment C — Requirements Schedule according to each of the established due dates to the DSHS Center for Health Emergency Preparedness and Response(CHEPRS)External SharePoint and copy the assigned DSHS Contract Manager. Any changes to Attachment C —Requirements Schedule will be documented through a Technical Guidance Letter(TGL) and will be sent from the assigned DSHS Contract Manager. VII. CONTRACT REPRESENTATIVES The following will act as the representative authorized to administer activities under this Grant Agreement on behalf of their respective Party. System Amcy Grantee Fred L. Waterman Angela Flores Department of State Health Services Corpus Christi-Nueces County Public 1100 W. 49th Street, MC 1990 Health District(City) Austin, Texas 78756 1702 Horne Road Fred.Waterman(c�r�,dshS.texaS.gov Corpus Christi, Texas 78416 An eg_laF(2cctexas.com VIII. NOTICE REQUIREMENTS A. All notices given by Grantee shall be in writing, include the Grant Agreement contract number, comply with all terms and conditions of the Grant Agreement, and be delivered to the System Agency's Contract Representative identified above. System Agency Grant Agreement,Contract#HHS001311400005 Page 2 of 5 11115 Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A B. Grantee shall send legal notices to System Agency at the address below and provide a copy to the System Agency's Contract Representative: Health and Human Services Commission Attn: Office of Chief Counsel 4601 W. Guadalupe, Mail Code 1100 Austin, Texas 78751 with a copy to: Department of State Health Services Attention: General Counsel 1100 W. 49th Street, Mail Code 1919 Austin, TX 78756 C. Notices given by System Agency to Grantee may be emailed, mailed or sent by common carrier. Email notices shall be deemed delivered when sent by System Agency. Notices sent by mail shall be deemed delivered when deposited by the System Agency in the United States mail,postage paid, certified,return receipt requested. Notices sent by common carrier shall be deemed delivered when deposited by the System Agency with a common carrier, overnight, signature required. D. Notices given by Grantee to System Agency shall be deemed delivered when received by System Agency. E. Either Party may change its Contract Representative or Legal Notice contact by providing written notice to the other Party. IX. FEDERAL AWARD INFORMATION GRANTEE'S UNIQUE ENTITY IDENTIFIER IS: FPCUDWBE7DX2 Federal funding under this Grant Agreement is a subaward under the following federal award. Federal Award Identification Number (FAIN): NU90TP922045 A. Assistance Listings Title, Number, and Dollar Amount: Centers for Disease Control and Prevention, Public Health Emergency Preparedness (PHEP) Cooperative Agreement, — 93.069— TBD B. Federal Award Date: TBD C. Federal Award Period: 7/1/2023-6/30/2024 D. Name of Federal Awarding Agency: Centers for Disease Control and Prevention E. Federal Award Project Description: Public Health Emergency Preparedness (PHEP) Cooperative Agreement F. Awarding Official Contact Information: TBD G. Total Amount of Federal Funds Awarded to System Agency: TBD System Agency Grant Agreement,Contract#HHS001311400005 Page 3 of 5 11115 Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A H. Amount of Funds Awarded to Grantee: $205,548.00 I. Identification of Whether the Award is for Research and Development: No X. CONTRACT DOCUMENTS The following documents are incorporated by reference and made a part of this Grant Agreement for all purposes. Unless expressly stated otherwise in this Grant Agreement, in the event of conflict, ambiguity or inconsistency between or among any documents, all System Agency documents take precedence over Grantee's documents and the Data Use Agreement takes precedence over all other contract documents. ATTACHMENT A—FY2024 STATEMENT OF WORK ATTACHMENT B—FY2024 BUDGET ATTACHMENT C—FY2024 REQUIREMENT SCHEDULE ATTACHMENT D—HHS CONTRACT AFFIRMATIONS-V2.2 ATTACHMENT E—UNIFORM TERMS AND CONDITIONS—GRANT-V3.2 ATTACHMENT F—HHS DATA USE AGREEMENT ATTACHMENT G—FEDERAL ASSURANCES—V1.1 ATTACHMENT H—CERTIFICATION REGARDING LOBBYING ATTACHMENT I—FFATA CERTIFICATION FORM XL SIGNATURE 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. Any services or work performed by Grantee before this Grant Agreement is effective or after it ceases to be effective are performed at the sole risk of Grantee. SIGNATURE PAGE FOLLOWS System Agency Grant Agreement,Contract#HHS001311400005 Page 4 of 5 11115 Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:9403831 B-BECA-48D1-B4EC-2B2435DADC8A SIGNATURE PAGE FOR SYSTEM AGENCY GRANT AGREEMENT, CONTRACT No.HHS001311400005 DEPARTMENT OF STATE HEALTH CORPUS CHRISTI-NUECES COUNTY SERVICES PUBLIC HEALTH DISTRICT(CITY) DocuSigned by: �awLjia �.�,aan, Signature Signature Fauzia Khan Printed Name: Printed Name: Title: Title: Director of Public Health 3/10/2023 Date of Signature: Date of Signature: System Agency Grant Agreement,Contract#HHS001311400005 Page 5 of 5 11115 Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 I. GRANTEE RESPONSIBILITIES Grantee will: A. Perform activities in support of the Public Health Emergency Preparedness Cooperative Agreement and the Administration for Strategic Preparedness and Response (ASPR) Activities include but are not limited to; continuing Level 3 chemical laboratory surge capacity activities, complying with new Laboratory Response Network ("LRN") requirements for biological laboratories, coordinating with public health preparedness partners, and analyzing real-time clinical specimens. CDC's five-year Public Health Emergency Preparedness ("PHEP") — Hospital Preparedness Program ("HPP") Cooperative Agreement seeks to align PHEP and HPP programs and advance public health and healthcare preparedness and ensure jurisdictions are capable of providing a standard battery of tests for high-priority biological threats and emerging infectious diseases. B. Perform activities in the following county/ies(hereinafter referred to as the "service area"): San Patricio, Nueces, Aransas, Jim Wells, Kleberg, Victoria, Bee, Calhoun, Goliad, Jackson, Live Oak, and Refugio. C. Comply with new biological laboratory requirements in accordance with the revised CDC policy for LRN-B Reference Level Laboratories. Laboratories must attain and maintain LRN-B Member Standard Level as detailed in the LRN Checklist of Laboratory Requirements. Minimum standards are required for testing capabilities, administrative activities, emerging infectious disease preparedness, and instrumentation and equipment. D. Provide matching funds as stated under this Contract with funds, costs or third-party contributions that are not paid by -by other grants or the federal government under another award, except where authorized by federal statute to be used for cost-sharing or matching. The non-federal contributions (match)may be provided directly or through donations from public or private entities and may be in cash or in-kind donations, fairly evaluated, including plant, equipment, or services. The costs that the Grantee incurs in fulfilling the matching or cost-sharing requirement are subject to the same requirements, including the cost principles, that are applicable to the use of federal funds, including prior approval requirements and other rules for allowable costs as described in 45 CFR 74.23 and 45 CFR 92.24, as amended. E. Grantee will provide matching funds in the amount of ten percent (10%) of the Contract amount as set forth in Attachment B,Budget. Cash match is defined as an expenditure of cash by the Grantee on allowable costs of this Contract that are borne by the Grantee. In- kind match is defined as the dollar value of non-cash contributions by a third party given System Agency Contract No. HHS001311400005 Page 1 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 in goods, commodities, or services that are used in activities that benefit this Contract's project and that are contributed by non-federal third parties without charge to the Grantee. The criteria for match must: 1. Be an allowable cost under the applicable federal cost principle; 2. Be necessary and reasonable for the efficient accomplishment of project or program objectives; 3. Be verifiable within the Grantee's (or subgrantee's)records; 4. Be documented, including methods and sources, in the approved budget (applies only to cost reimbursement contracts); 5. Not be included as contributions toward any other federally-assisted project or program (match can count only once); 6. Not be paid by the federal government under another award, except where authorized by federal statute to be used for cost-sharing or match; 7. Conform to other provisions of governing circulars/statutes/regulations as applicable for the Contract; 8. Be adequately documented; 9. Follow procedures for generally accepted accounting practices as well as meet audit requirements; and 10. Value the in-kind contributions reported and be supported by documentation reflecting the use of goods and/or services during the Contract term. F. Cooperate with System Agency to coordinate planning, training and exercises performed under this Contract with the Texas Department of Emergency Management of the State of Texas, or other points of contact at the discretion of the DSHS Division for Regional and Local Health Operations, to ensure consistency and coordination of requirements at the local level and eliminate duplication of effort between the various domestic preparedness funding sources in the state. G. In the event of a public health emergency in the state, mobilize and dispatch staff or equipment purchased with funds from previous PHEP cooperative agreements that are not performing critical duties in the jurisdiction served, to the affected area of the state upon receipt of a written request from System Agency. H. Develop, implement and maintain a timekeeping system for accurately documenting staff time and salary expenditures for all staff funded through this Contract, including partial full-time employees and temporary staff. L Maintain a confirmatory bioterrorism testing laboratory with a staff trained and proficient System Agency Contract No. HHS001311400005 Page 2 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 in CDC's LRN biothreat protocols. J. Train other Grantee laboratory staff in setting up and performing all diagnostic and reference testing for select biological agents. K. Provide test samples from identified service area for biothreat agents and toxins. Once any biological agent is identified, Grantee will be prepared to test for other infectious agents and for other public health threats and emergencies. L. Test food samples for select biological agents using conventional and advanced bacteriological techniques and CDC-LRN protocols. M. Monitor and evaluate biothreat incidents, outbreaks of infectious disease and other public health threats and emergencies. N. Communicate with all other laboratories within the designated service area. O. Collaborate with local law enforcement, hazardous material and other emergency responders. In addition, Grantee will prepare Standard Operating Procedures and Standard Operating Guidelines ("SOPs"/"SOGs") covering interaction with these agencies in the event of an emergency or incident. P. Review and approve all current preparedness SOPs/SOGs (copy of the titled, dated, and initialed/signed review sheet) for use by the respective laboratories with quarterly reports. Q. Collaborate with all hospitals located in the identified service area to plan for response activities for biological threats. LRN service regions can be found here: hLtp://www.dshs.texas.gov/lab/eprLRN.shtm. R. Utilize System Agency's provided Public Health Laboratory Information Management System ("PHLIMS"), or a Laboratory Information Management System? ("LIMS") that has been configured to be compatible with the CDC Results Messenger("RM")reporting system, or CDC RM for reporting biothreat testing and results. This reporting will include sample and laboratory data as well as the final report. S. Provide current information during an incident about status on individual samples, sample load/overload,personnel, reagent, equipment, and facilities. T. Provide to System Agency an LRN surge capability plan within a timeline designated by System Agency Contract No. HHS001311400005 Page 3 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 System Agency that details how the LRN laboratory will manage a surge in sample capacity. The plan should include work hours, instruments and equipment, personnel and staffing, and essential lab services that must be maintained during an outbreak or emergency event. U. Present laboratory-oriented training to hospitals and reference laboratories in the identified service area on the LRN sentinel protocols to include packaging and shipping of both biological and chemical samples according to published CDC protocols. V. Maintain a system for safe specimen transport from local laboratories. W. Explore the capabilities and needs of sentinel laboratories. LRN laboratory will actively engage their Sentinel Labs through surveys, site visits, and/or email and provide the training and resources that are needed in their jurisdiction. X. Inform System Agency of Grantee's plans, via email or telephone, to meet updated LRN- B program requirements for Standard Reference Level Laboratories as outlined in the Funding Opportunity Announcement("FOA"). Y. Provide programmatic quarterly reports within the established timeframe designated by the Contractual Requirements Schedule. Grantee will provide System Agency other reports, including financial reports,and any other reports that System Agency determines necessary to accomplish the objectives of this Contract and to monitor compliance. Z. Submit an End-of-Year Performance Report in a format specified by System Agency within an established timeframe designated by the Contractual Requirements Schedule. AA. Report as requested by System Agency to satisfy information-sharing requirements set forth in Texas Government Code, Sections 421.071 and 421.072 (b)and(c), as amended. Grantee shall immediately notify System Agency in writing if Grantee is legally prohibited from providing any reports required under this Contract. BB. Initiate the purchase of all equipment approved in writing by the System Agency in the first quarter of the FY2024 Contract term, 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 Contract must be submitted to the assigned System Agency Contract Manager. CC. Maintain an inventory of equipment, supplies defined as Controlled Assets, and real System Agency Contract No. HHS001311400005 Page 4 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 property. Grantee shall submit an annual cumulative report of the equipment and other property on HHS System Agency Grantee's Property Inventory Report, as designated on the Contractual Requirements Schedule, not later than October 15 of each year. Controlled Assets include firearms, regardless of the acquisition cost, and the following 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. DD. Provide notification of budget transfers by submission of a revised Categorical Budget Form to the System Agency Contract Manager, highlighting the areas affected by the budget transfer. Transferring funds between budget categories, other than the equipment and indirect cost categories, is allowable, but cannot exceed 25% of the total Contract value during a Contract budget period. If the budget transfer(s)exceeds 25%of the total Contract value, alone or cumulatively, a formal Contract amendment is required. After review, the System Agency Contract Manager shall provide notification of acceptance to Grantee via email, upon receipt of which, the revised budget shall be incorporated into the Contract. EE. Not use System Agency funds to purchase buildings or real property without prior written approval from the System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. FF. At the expiration or termination of this Contract for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to System Agency. Title may be transferred to any other party designated by System Agency. The System Agency may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Grantee. GG. In the event of a local, state, or federal emergency,the Grantee has the authority to utilize approximately five percent (5%) of the Grantee's staff's time supporting this Contract for response efforts. System Agency may reimburse Grantee up to five percent of this Contract funded by CDC for personnel costs responding to an emergency event. Grantee will maintain records to document the time spent on response efforts for auditing purposes. Allowable activities also include participation in drills and exercises in the pre- System Agency Contract No. HHS001311400005 Page 5 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 event time period. Grantee will notify the System Agency Contract Manager in writing when this provision is implemented. HH. Comply with all applicable federal and state laws, rules, and regulations, as amended, including, but not limited to, the following: 1. Public Law 107-188, Public Health Security and Bioterrorism Preparedness and Response Act of 2002; 2. Public Law 113-05, Pandemic and All-Hazards Preparedness Reauthorization Act; and 3. Texas Health and Safety Code Chapter 81. IL Comply with the following documents and resources, as amended and updated, which are incorporated by reference and made a part of this Contract: 1. System Agency and CDC Public Health Emergency Preparedness Cooperative Agreement; 2. Public Health Preparedness Capabilities: National Standards for State and Local Planning, March 2011: https://www.cdc.gov/cpr/readiness/cEabilities.htm; 3. Presidential Policy Directive 8/PPD-8, March 30, 2011: hlt 2s://www.dhs.gov/presidential-policy-directive-8-national-preparedness; 4. Homeland Security Exercise and Evaluation Plan ("HSEEP") Documents: hlt2s://preptoolkit.fema.gov/web/hseep-resources, 5. Texas Ready: Be Informed, Make a Plan, Build a Kit, Videos, Resources: haps://texasready_gov; 6. Preparedness Program Guidance(s) as provided by System Agency and CDC; and 7. Office of the Assistant Secretary for Preparedness and Response (ASPR) Hospital Preparedness Program— CFDA Number 93.074: haps://www.phe.gov/Preparedness/plannin_ hpp/Pages/default.aspx. Grantee is responsible for maintaining contact with the foregoing documents and resources as they or their weblink may be changed and updated over time. IL PERFORMANCE MEASURES A. System Agency will monitor the Grantee's compliance with the requirements in this Contract and failure to meet these requirements may result in withholding a portion of the current LRN base awards. System Agency Contract No. HHS001311400005 Page 6 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 B. Grantee must demonstrate adherence to reporting deadlines and the capability to receive, stage, store, distribute and dispense materiel during a public health emergency. The initial reporting requirement schedule for the requirements is subject to change as System Agency and CDC may modify requirements and due dates. System Agency will send requirements schedule within thirty (30) days of the Fiscal Year 2023 start date. III. INVOICE AND PAYMENT A. Grantee shall submit a Financial Status Report(FSR)twice per fiscal year. The first FSR (for the period July 1, 2023 through December 31, 2023) is due by January 31, 2024. The second FSR (for the period January 1, 2024 through June 30, 2024) is due by August 15, 2024. B. All reporting documents must be submitted by e-mail, fax, or mail. E-mail is preferred,but fax or mail are acceptable. 1. For submission by mail, use address below: Department of State Health Services Claims Processing Unit P.O. Box 149347 Austin, TX 78714-9347 2. For submission by fax, use number below: (512)458-7442 3. For submission by e-mail, see requirements below: a. Form B-13 with supporting documentation and Form B-13A must be sent to invoiceskdshs.texas.gov & CMSInvoicesLdshs.texas.gov, with a copy to the System Agency contract manager. b. FSR must be sent to: invoices2dshs.texas.gov; FSRGrants2dshs.texas.gov, and with a copy to the System Agency contract manager. C. Grantee will be reimbursed on a monthly basis in accordance with the Budget in Attachment B of this Contract. D. System Agency reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. System Agency will monitor Grantee's expenditures on a quarterly basis. If expenditures are below that projected in Grantee's total Contract System Agency Contract No. HHS001311400005 Page 7 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023 through June 30,2024 amount, Grantee's budget may be subject to a decrease for the remainder of the term of the Contract. Vacant positions existing after ninety(90) days may result in a decrease in funds. E. Grantee may request a one-time working capital advance not to exceed twelve percent (12%) of the total amount of the Contract funded by System Agency. All advances must be expended by the end of the Contract term. Advances not expended by the end of the Contract term must be refunded to System Agency. Grantee will repay all or part of advance funds at any time during the Contract's term. However, if the advance has not been repaid prior to the last three months of the Contract term, the Grantee must deduct at least one-third of the remaining advance from each of the last three months' reimbursement requests. If the advance is not repaid prior to the last three months of the Contract term, System Agency will reduce the reimbursement request by one-third of the remaining balance of the advance. F. For the purposes of this Contract,the Grantee may not use funds for fundraising activities, lobbying,research, construction,major renovations and reimbursement of pre-award costs, clinical care, purchase of vehicles of any kind, funding an award to another party or provider who is ineligible, backfilling costs for staff or the purchase of incentive items. System Agency Contract No. HHS001311400005 Page 8 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A ATTACHMENT B FY2024 Budget July 1,2023,through June 30,2024 Budget Categories DSHS Funding Personnel $134,284.00 Fringe Benefits $58,494.00 Travel $8,105.00 Equipment $0.00 Supplies $4,241.00 Contractual $0.00 Other $424.00 Sum of DSHS Direct Costs $205,548.00 Indirect Costs $0.00 Sum of DSHS Direct Costs and Indirect $205,548.00 Costs Plus Required Match(Cash or In-Kind) $20,565.00 Total Contract Amount $226,113.00 DocuSign Envelope ID:9403831B-BECA-48D1-B4EC-2B2435DADC8A ATTACHMENT C FY24 LRN-PHEP CONTRACTUAL REQUIREMENTS SCHEDULE MONTH DAY CONTRACTUAL REQUIREMENT SUBMIT TO: 2023 July 1 Start of FY24 Contract August 31 July B-13 Invoices Inbox and CMS Invoices Inbox July Support Documentation September 30 August B-13 Invoices Inbox and CMS Invoices Inbox August Support Documentation 15 Contractor's Property Inventory Report (GC-11) Assigned Contract Manager October 29 1st Quarterly Report-Programmatic Report Medial-ab:www.medialabinc.net&Assigned Contract Manager September B-13 31 Invoices Inbox and CMS Invoices Inbox September Support Documentation October B-13 November 30 Invoices Inbox and CMS Invoices Inbox October Support Documentation November B-13 December 31 Invoices Inbox and CMS Invoices Inbox November Support Documentation 2024 29 2nd Quarterly Report-Programmatic Report Medial-ab:www.medialabinc.net, ,Assigned Contract Manager December B-13 January Invoices Inbox and CMS Invoices Inbox 31 December Support Documentation 1st FSR FSRGrants Inbox and CMS Invoices Inbox January B-13 February 28 Invoices Inbox and CMS Invoices Inbox January Support Documentation February B-13 March 31 Invoices Inbox and CMS Invoices Inbox February Suppport Documentation 29 3rd Quarterly Report-Programmatic Report Medial-ab:www.medialabinc.net&Assigned Contract Manager April March B-13 30 Invoices Inbox and CMS Invoices Inbox March Support Documentation DocuSign Envelope ID:9403831 B-BECA-48D1-B4EC-2B2435DADC8A April B-13 May 31 Invoices Inbox and CMS Invoices Inbox April Support Documentation May B-13 June 30 Invoices Inbox and CMS Invoices Inbox May Support Documentation 1 Start of new FY25 contract year July 29 4th Quarterly Report(Final)-Programmatic Report MediaLab:www.medialabinc.net&Assigned Contract Manager June B-13(Final) Invoices Inbox and CMS Invoices Inbox June Support Documentation(Final) August 15 2nd FSR(Final) FSRGrants Inbox and CMS Invoices Inbox 4th Quarter B-13A(Final) Invoices Inbox and CMS Invoices Inbox End-Of-Year Performance Report MediaLab:wvvw.medialabinc.net&Assigned Contract Manager NON-SPECIFIC DATE DEADLINES Provide copies of all new or revised SOPS/SOGs related to preparedness to DSHS with Quarterly Report. Utilize DSHS's provided Public Health Laboratory Information Management System(PHLIMS),or a LIMS that has been configured to be compatible with the CDC Results Messenger(RM)reporting system,or CDC RM for reporting biothreat testing and results.This reporting will include sample and laboratory data MediaLab:www.medialabinc.net&Assigned Contract Manager as well as the End-of-Year Report. Provide LRN surge capability plan. Describe their plans to meet updated LRN-B program requirements for Standard reference level laboratories as outlined in the Funding Opportunity Announcement FOA,Appendix 10. All additional contractual requirements and due dates as listed in this current FY24 LRN-PHEP Contractual Reporting Schedule are subject to change as DSHS and CDC modify performance measures and due dates. PHEP Inbox-phep@dshs.texas.gov Preparedness Exercise Inbox-preparednessexercise@dshs.texas.gov DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A HEALTH AND HUMAN SERVICES Contract Number HHS001311400005 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.2.2 Effective May 2022 Page 1 of 13 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A 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.2.2 Effective May 2022 Page 2 of 13 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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. If the certification is shown to be false, Contractor may be liable for additional costs and damages set out in 231.006(f). 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(SANT) 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.2.2 Effective May 2022 Page 3 of 13 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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.2.2 Effective May 2022 Page 4 of 13 DocuSign Envelope ID:9403831 B-BECA-48D1-B4EC-2B2435DADC8A 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.2.2 Effective May 2022 Page 5 of 13 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffalrsReferral@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.2.2 Effective May 2022 Page 6 of 13 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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.2.2 Effective May 2022 Page 7 of 13 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A 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.2.2 Effective May 2022 Page 8 of 13 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A 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.2.2 Effective May 2022 Page 9 of 13 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 44. Cloud Computing State Risk and Authorization Management Program (TX-RAMP) 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.2.2 Effective May 2022 Page 10 of 13 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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 11 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. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. Health and Human Services Contract Affirmations v.2.2 Effective May 2022 Page 11 of 13 DocuSign Envelope ID:9403831 B-BECA-48D1-B4EC-2B2435DADC8A 55. 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). 56. 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.2.2 Effective May 2022 Page 12 of 13 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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.2.2 Effective May 2022 Page 13 of 13 DocuSign Envelope ID:9403831 B-BECA-48D1-B4EC-2B2435DADC8A TEv..A.S Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.2 Published and Effective — July 2022 Responsible Office: Chief Counsel DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A 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 3.2 Effective July 2022 Page 2 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A TABLE OF CONTENTS ARTICLE L 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............................................................................................ 11 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 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 3.2 Effective July 2022 Page 3 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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.............................................. 15 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...................................................................................................................... 19 9.1 REMEDIES............................................................................................................ 19 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............................................................... 22 ARTICLE XI. GENERAL PROVISIONS...................................................................... 22 11.1 AMENDMENTS..................................................................................................... 22 11.2 NO QUANTITY GUARANTEES.............................................................................. 22 HHS Uniform Terms and Conditions-Grant v 3.2 Effective July 2022 Page 4 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 11.3 CHILD ABUSE REPORTING REQUIREMENTS...................................................... 22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS.......................................................................... 23 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 MA.IEURE ................................................................................................ 25 11.15 NO IMPLIED WAIVER OF PROVISIONS ............................................................... 26 11.16 FUNDING DISCLAIMERS AND LABELING............................................................ 26 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 3.2 Effective July 2022 Page 5 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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 Prope . 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. "Pte" means either the System Agency or Grantee, individually. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 6 of 29 DocuSign Envelope ID:9403831 B-BECA-48D1-B4EC-2B2435DADC8A "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 TextraveT' 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.3.2 Effective July 2022 Page 7 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A (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.3.2 Effective July 2022 Page 8 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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.3.2 Effective July 2022 Page 9 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 10 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A B. "Overpayments" as used in this Section include payments (i) made by the System 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 11 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A threshold amount includes federal funds passed through by way of state agency awards. 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_repoy2hhsc.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 repog2hhsc.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, HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 12 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 13 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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 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. HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 14 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A 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 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 15 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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. 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. R 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 16 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 17 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 18 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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, 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: HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 19 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 20 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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. 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 OR 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 R 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 21 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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 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 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 22 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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; 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, HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 23 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 24 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party'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. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 25 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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 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 HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 26 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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. 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 HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 27 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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 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: hllps://hhs.texas.gov/about-hhs/your-rights/civil-rights-office/civil//hhs.texas.gov/about-hhs/your-ri ghts/civi l-ri ghts-offi ce/civi l-ri ghts-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 Office of Data, Analytics, and Performance. 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 28 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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 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.3.2 Effective July 2022 Page 29 of 29 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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:9403831B-BECA-48D1-134EC-2132435DADC8A (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"PHP'); (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 information; (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:9403831B-BECA-48D1-134EC-2132435DADC8A a manner that is not expressly an Authorized Purpose under this DUA or as Required by 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 CER 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.ER. 164.308(a)(1)(h)(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. CONTRACTOR 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)(h)(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 3of15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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 CONTRACTOR 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)(h)(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 subj ect 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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 4 of 15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 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 CONTRACTOR 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 I64.504(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 CONTRACTOR 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, CONTRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible, and agree to extend indefinitely the protections of this DUAto 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)(h)(j HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 5of15 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A (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 I . 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:9403831B-BECA-48D1-134EC-2132435DADC8A (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 HIPAAPrivacy 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:9403831B-BECA-48D1-134EC-2132435DADC8A • 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:9403831B-BECA-48D1-134EC-2132435DADC8A (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:9403831B-BECA-48D1-134EC-2132435DADC8A (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); 0) 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:9403831B-BECA-48D1-134EC-21324351DADC8A (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 final 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:9403831B-BECA-48D1-134EC-2132435DADC8A (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:9403831B-BECA-48D1-134EC-2132435DADC8A (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:9403831B-BECA-48D1-134EC-2132435DADC8A (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 CONTRACTOR'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:9403831B-BECA-48D1-134EC-2132435DADC8A 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 Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A OMB Number:4040-0007 Expiration Date: 02/28/2025 ASSURANCES - NON-CONSTRUCTION PROGRAMS Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing instructions,searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project(0348-0040), Washington, DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the awarding agency. Further, certain Federal awarding agencies may require applicants to certify to additional assurances. If such is the case, you will be notified. As the duly authorized representative of the applicant, I certify that the applicant: 1. Has the legal authority to apply for Federal assistance Act of 1973, as amended (29 U.S.C. §794),which and the institutional, managerial and financial capability prohibits discrimination on the basis of handicaps; (d) (including funds sufficient to pay the non-Federal share the Age Discrimination Act of 1975, as amended (42 U. of project cost)to ensure proper planning, management S.C. §§6101-6107),which prohibits discrimination on and completion of the project described in this the basis of age; (e)the Drug Abuse Office and application. Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug 2. Will give the awarding agency, the Comptroller General abuse; (f)the Comprehensive Alcohol Abuse and of the United States and, if appropriate, the State, Alcoholism Prevention, Treatment and Rehabilitation through any authorized representative, access to and Act of 1970 (P.L. 91-616), as amended, relating to the right to examine all records, books, papers, or nondiscrimination on the basis of alcohol abuse or documents related to the award; and will establish a alcoholism; (g)§§523 and 527 of the Public Health proper accounting system in accordance with generally Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 accepted accounting standards or agency directives. ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h)Title VIII of the Civil 3. Will establish safeguards to prohibit employees from Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as using their positions for a purpose that constitutes or amended, relating to nondiscrimination in the sale, presents the appearance of personal or organizational rental or financing of housing; (i)any other conflict of interest, or personal gain. nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being 4. Will initiate and complete the work within the applicable made; and, Q)the requirements of any other time frame after receipt of approval of the awarding nondiscrimination statute(s)which may apply to the agency. application. 5. Will comply with the Intergovernmental Personnel Act of 7. Will comply,or has already complied,with the 1970 (42 U.S.C. §§4728-4763) relating to prescribed requirements of Titles II and III of the Uniform standards for merit systems for programs funded under Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646)which provide for one of the 19 statutes or regulations specified in fair and equitable treatment of persons displaced or Appendix A of OPM's Standards for a Merit System of whose property is acquired as a result of Federal or Personnel Administration (5 C.F.R. 900, Subpart F). federally-assisted programs.These requirements apply to all interests in real property acquired for 6. Will comply with all Federal statutes relating to project purposes regardless of Federal participation in nondiscrimination. These include but are not limited to: purchases. (a)Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color 8. Will comply, as applicable,with provisions of the or national origin; (b)Title IX of the Education Hatch Act(5 U.S.C. §§1501-1508 and 7324-7328) Amendments of 1972, as amended (20 U.S.C.§§1681- which limit the political activities of employees whose 1683, and 1685-1686),which prohibits discrimination on principal employment activities are funded in whole the basis of sex; (c)Section 504 of the Rehabilitation or in part with Federal funds. Previous Edition Usable Standard Form 4248(Rev.7-97) Authorized for Local Reproduction Prescribed by OMB Circular A-1 02 DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A 9. Will comply, as applicable,with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance Bacon Act(40 U.S.C. §§276a to 276a-7), the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended (16 U.S.C. §470), EO 11593 Work Hours and Safety Standards Act(40 U.S.C. §§327- (identification and protection of historic properties), and 333), regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of construction subagreements. 1974 (16 U.S.C. §§469a-1 et seq.). 10. Will comply, if applicable,with flood insurance purchase 14. Will comply with P.L. 93-348 regarding the protection of requirements of Section 102(a)of the Flood Disaster human subjects involved in research, development, and Protection Act of 1973 (P.L. 93-234)which requires related activities supported by this award of assistance. recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of 15. Will comply with the Laboratory Animal Welfare Act of insurable construction and acquisition is$10,000 or more. 1966 (P.L. 89-544, as amended, 7 U.S.C. §§2131 et seq.) pertaining to the care, handling, and treatment of 11. Will comply with environmental standards which may be warm blooded animals held for research, teaching, or prescribed pursuant to the following: (a) institution of other activities supported by this award of assistance. environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190)and 16. Will comply with the Lead-Based Paint Poisoning Executive Order(EO) 11514; (b) notification of violating Prevention Act(42 U.S.C. §§4801 et seq.)which facilities pursuant to EO 11738; (c) protection of wetlands prohibits the use of lead-based paint in construction or pursuant to EO 11990; (d)evaluation of flood hazards in rehabilitation of residence structures. floodplains in accordance with EO 11988; (e)assurance of 17 Will cause to be performed the required financial and project consistency with the approved State management compliance audits in accordance with the Single Audit program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No.A-133, Act of 1972 (16 U.S.C. §§1451 et seq.); (f)conformity of "Audits of States, Local Governments, and Non-Profit Federal actions to State (Clean Air) Implementation Plans Organizations." under Section 176(c)of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); (g) protection of 18. Will comply with all applicable requirements of all other underground sources of drinking water under the Safe Federal laws,executive orders, regulations, and policies Drinking Water Act of 1974, as amended (P.L. 93-523); governing this program. and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93- 19. Will comply with the requirements of Section 106(g)of 205). the Trafficking Victims Protection Act(TVPA)of 2000, as amended (22 U.S.C. 7104)which prohibits grant award 12. Will comply with the Wild and Scenic Rivers Act of recipients or a sub-recipient from(1) Engaging in severe 1968 (16 U.S.C. §§1271 et seq.) related to protecting forms of trafficking in persons during the period of time components or potential components of the national that the award is in effect(2) Procuring a commercial wild and scenic rivers system. sex act during the period of time that the award is in effect or(3) Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE APPLICANT ORGANIZATION DATE SUBMITTED Standard Form 424B(Rev.7-97)Back DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans,and Cooperative Agreements The undersigned certifies,to the best of his or her knowledge and belief,that: (1)No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement,and the extension,continuation,renewal,amendment,or modification of any Federal contract,grant, loan,or cooperative agreement. (2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract,grant, loan,or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants,loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S.Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance The undersigned states,to the best of his or her knowledge and belief,that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions.Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S.Code.Any person who fails to file the required statement shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. APPLICANT'S ORGANIZATION "PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: "First Name: Middle Name: "Last Name: Suffix: "Title: SIGNATURE: "DATE: DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A ©Ji'.TEXAS Department of State Texas De 1C`e: HealthanclHuman p Services Health Services Fiscal Federal Funding Accountability and Transparency Act (FFATA) The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: FFATA Contact: (Name, Email and Phone Number): Primary Address of Contractor: Zip Code: 9-digits required www.usos.com Unique Entity ID (UEI):This number replaces the DUNS State of Texas Comptroller Vendor Identification Number www.sam.nov (VIN) - 14 digits: Printed Name of Authorized Representative: Signature of Authorized Representative Title of Authorized Representative Date Signed 1 Department of State Health Services Form 4734-April 2022 Contract Management Section DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, I hereby certify that the statements made by me in this certification form are true, complete, and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? Yes No If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No answer questions "A" and "B". A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? Yes ❑ No ❑ B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? Yes ❑ No ❑ If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? Yes ❑ No ❑ If your answer is "Yes" to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. Provide compensation information here: 2 Department of State Health Services Form 4734—April 2022 Contract Management Section DocuSign Envelope ID:9403831 B-BECA-48D1-B4EC-2B2435DADC8A DocuSign Certificate Of Completion Envelope Id: FF465B8559Al4B459DDE8DFEB4C994AC Status: Sent Subject: Please DocuSign: HHS001311400005,Corpus Christi-Nueces County(City), Base Contract,CPS/LRN-PHEP Source Envelope: Document Pages:78 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: 167.137.1.15 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 3/10/2023 11:20:47 AM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Dante Gonzalez Sent:3/10/2023 11:22:03 AM danteg@cctexas.com Assistant Director of Public Health Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Fauzia Khan FauziaK@cctexas.com Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:2/15/2023 1:02:57 PM ID: 1f80cea5-4e81-41da-a66f-ccad63e12c07 Jonah Wicznski jonah.wilczynski@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:3/10/2023 6:59:14 AM ID:99d7cf04-5b6b-4f24-b16b-350e9676323c Patty Melchior Patty.MeIchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:5/5/2022 12:43:08 PM ID:f01589da-43a7-481e-996a-7c50409e5d48 Dave Gruber David.Gruber@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 1/3/2021 4:48:45 PM ID:bd2f4497-b4dc-4c51-9974-71b86780cff4 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Denzel Otokunrin � Sent:3/10/2023 11:22:02 AM denzel@cctexas.com COPED Viewed: 3/10/2023 11:22:19 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 Fred L.Waterman Fred.Waterman@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 3/10/2023 11:22:02 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure DocuSign Envelope ID:9403831B-BECA-48D1-134EC-2132435DADC8A BPM Parties agreed to: Fauzia Khan,Jonah Wicznski, Patty Melchior, Dave Gruber 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 DocuSign Envelope ID:9403831 B-BECA-48D1-B4EC-2B2435DADC8A 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: DocuSign Envelope ID:9403831B-BECA-48D1-134EC-21324351DADC8A 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: haps://support.docusign.com/guides/signer-guide- signi_ ng-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. Two Reading Ordinance Ordinance authorizing execution of Amendment No.7 of grant contract with Texas Department of State Health to perform Level 3 chemical laboratory surge capacity activities from the Centers for Disease Control and Prevention (CDC) in support of public health emergency preparedness. For the contract period July 1, 2023, through June 30, 2024 ("Fiscal Year 2024" or "FY2024"); Increases the total contract value by $226,103.00 (reflecting $205,548.00 in federal funding and $20,555.00 in match funding) for FY2024. City Council May 9, 2023 Background and Staff Recommendation • Laboratory Response Network (LRN-PHEP) Grant Program o To be used to provide activities in support of the Public Health Emergency Preparedness Cooperative Agreement. Pay for personnel costs, supplies, and other expenses; to provide a Public Health Emergency Preparedness Laboratory Response Program to maintain and support an action plan to respond to an act of bioterrorism and biological threats in the community. Perform activities in the following county/ies of San Patricio, Nueces, Aransas, Jim Wells, Kleberg, Victoria, Bee, Calhoun, Goliad, Jackson, Live Oak, and Refugio. o July 1, 2023, through June 30, 2024 Background and Staff Recommendation o Total contract value by $226,103.00 o Fiscal impact- Reflecting $205,548.00 in federal funding and $20,565.00 in-kind match funding) for FY2024. o All positions are 100% grant funded. o Staff Recommendation: Approval of the two-reading ordinance. City Council May 9, 2023 so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of May 16, 2023 1852 Second Reading for the City Council Meeting of May 23, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Fauzia Khan, Director of Public Health fauziak(o-)-cctexas.com 361-826-7202 Acceptance of the Flu grant—Department of State Health Services (DSHS) Grant Amendment in the amount of$10,000.00, and appropriation of the funds for the contract period September 1, 2023, through August 31, 2025 CAPTION: Ordinance authorizing acceptance of Laboratory Response Network Influenza Surveillance and Epidemiology Grant for $10,000.00 from the Texas Department of State Health (DSHS); and appropriating $10,000.00 in the Health Grant Fund to provide a flu testing program for the period of September 1, 2023, through August 31, 2025. SUMMARY: Funds in the amount of$10,000.00 are appropriated from the Contract to Health Grants Fund No. 1066 to pay for Clinical and office supplies to provide funding for the Health District to identify and recruit submitters of clinical specimens through discussions and mutual agreement with local health/medical providers, and facilities in the Health Department's service area of Corpus Christi and Nueces County. BACKGROUND AND FINDINGS: Acceptance of this grant will require the Health District to test up to 200 clinical specimens meeting the Clinical Laboratory Improvement Act (CLIA'88) specifications per year in the assigned service area of the grant contract. ALTERNATIVES: Discontinue Flu laboratory activities thereby not providing influenza surveillance services in the community. FISCAL IMPACT: This Ordinance, Amendment No. 2, increases the total contract value and appropriates $10,000.00 for FY2024. Extends the end of the contract term to August 31, 2025, and revises attachments to the contract. COMMENTS: No fiscal impact to general fund. Grant does not require a cash or in-kind match. FUNDING DETAIL: Fund: 1066 Health Grants paid by the Department of State Health Services Organization/Activity: 830944S Mission Element: 115 Disease Prevention Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001021100001 Amendment No. 02 Ordinance Ordinance authorizing acceptance of Laboratory Response Network Influenza Surveillance and Epidemiology Grant for$10,000.00 from the Texas Department of State Health (DSHS); and appropriating $10,000.00 in the Health Grant Fund to provide flu testing program for the period of September 1, 2023, through August 31, 2025. Be it Ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant for $10,000.00 from the Texas Department of State Health Services for the contract period September 1 , 2023, through August 31 , 2025, to provide flu testing. SECTION 2. Funds in the amount of $10,000.00 from the grant are appropriated in the Health Grants Fund No. 1066 to pay for clinical and office supplies to provide Flu testing Program to maintain and support public health infrastructures in the community for the period September 1 , 2023, through August 31 , 2025. SECTION 3. The City Manager or designee is authorized to execute amendments to the grant contract that extend the contract period or increase or decrease the grant amount. SECTION 4. A copy of the executed health grant contract and amendments shall be filed in the office of the City Secretary. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C DEPARTMENT OF STATE HEALTH SERVICES GRANT AGREEMENT,CONTRACT NO.HHS001323100004 UNDER THE LABORATORY RESPONSE NETWORK(LRN)INFLUENZA SURVEILLANCE AND EPIDEMIOLOGY GRANT PROGRAM The parties to this agreement("Grant Agreement" or"Contract") are the DEPARTMENT OF STATE HEALTH SERVICES ("System Agency" or "DSHS") and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) ("Grantee"), having its principal office at 1702 Horne Road, Corpus Christi, Texas (each a"Party" and collectively the"Parties"). L PURPOSE The purpose of this Grant Agreement is for the LRN to recruit submitters of clinical specimens, perform testing for typing of influenza viruses on each specimen, report testing results weekly to determine when and where influenza activity is occurring, what influenza viruses are circulating and detect changes in influenza viruses. II. LEGAL AUTHORITY This Grant Agreement is entered into pursuant to Texas Government Code Chapter 791, and Chapters 12, 121, and 1001 of the Texas Health and Safety Code. III. DURATION This Grant Agreement is effective on September 1, 2023, or as of the last date signed, whichever is later, and expires on August 31,2025,unless sooner terminated or renewed or extended. System Agency, at its sole discretion, may extend this Grant Agreement up to 2 years for a maximum term of 4 years. IV. STATEMENT OF WORK The Statement of Work to which Grantee is bound is incorporated into and made a part of this Grant Agreement for all purposes and included as ATTACHMENT A,STATEMENT OF WORK. V. BUDGET AND INDIRECT COST RATE The total amount of this Grant Agreement will not exceed TEN THOUSAND DOLLARS ($10,000.00). Grantee is not required to provide matching funds. The total not-to-exceed amount includes the following: Total Federal Funds: $0.00 Total State Funds: $10,000.00 All expenditures under the Grant Agreement will be in accordance with ATTACHMENT B, CATEGORICAL BUDGET. DSHS Contract#HHS001323100004 Page 1 of 4 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C There is no indirect cost rate. VI. REPORTING REQUIREMENTS Grantee shall submit to System Agency the following reports according to the format, frequency, and due dates stated in the ATTACHMENT A,STATEMENT OF WORK: A. Grantee shall submit an annual list of providers or facilities that routinely submit specimens to the Grantee. B. Grantee shall submit in writing weekly reports on the RT-PCR influenza testing results. C. Grantee shall request payments monthly using the State of Texas Purchase Voucher(Form B-13). D. Grantee shall submit the Financial Status Report(FSR-269A)twice per state fiscal year. E. Grantee shall submit the Property Inventory Report(GC-11) annually. VII. CONTRACT REPRESENTATIVES The following will act as the representative authorized to administer activities under this Grant Agreement on behalf of their respective Party. System A2ency Grantee Caeli Paradise, Contract Manager Denzel Otokunrin Department of State Health Services Corpus Christi-Nueces County Public P.O. Box 149347, Mail Code 1990 Health District(City) Austin, Texas 78714-9347 1702 Horne Road caeli.paradisegdshs.texas.gov Corpus Christi, Texas 78416 denzel2cctexas.com VIII. NOTICE REQUIREMENTS A. All notices given by Grantee shall be in writing, include the Grant Agreement contract number, comply with all terms and conditions of the Grant Agreement, and be delivered to the System Agency's Contract Representative identified above. B. Grantee shall send legal notices to System Agency at the address below and provide a copy to the System Agency's Contract Representative: Health and Human Services Commission Attn: Office of Chief Counsel 4601 W. Guadalupe, Mail Code 1100 DSHS Contract No.HHS001323100004 Page 2 of 4 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C Austin, Texas 78751 With copy to Department of State Health Services Office of General Counsel 1100 W. 49th Street, MC 1919 Austin, Texas 78756 Attention: General Counsel C. Notices given by System Agency to Grantee may be emailed, mailed or sent by common carrier. Email notices shall be deemed delivered when sent by System Agency. Notices sent by mail shall be deemed delivered when deposited by the System Agency in the United States mail, postage paid, certified, return receipt requested. Notices sent by common carrier shall be deemed delivered when deposited by the System Agency with a common carrier,overnight,signature required.Legal Notices to System Agency must not be sent by email. D. Notices given by Grantee to System Agency shall be deemed delivered when received by System Agency. E. Either Party may change its Contract Representative or Legal Notice contact by providing written notice to the other Parry. IX. CONTRACT DOCUMENTS The following documents are incorporated by reference and made a part of this Grant Agreement for all purposes. ATTACHMENT A—STATEMENT OF WORK ATTACHMENT B—CATEGORICAL BUDGET ATTACHMENT C—CONTRACT AFFIRMATIONS VERSION 2.2 ATTACHMENT D—UNIFORM TERMS AND CONDITIONS—GRANT VERSION 3.3 ATTACHMENT E—DATA USE AGREEMENT TACCHO VERSION ATTACHMENT F—ADDITIONAL PROVISIONS Unless expressly stated otherwise in this Grant Agreement, in the event of conflict, ambiguity or inconsistency between or among any documents, all System Agency documents take precedence over Grantee's documents and the Data Use Agreement takes precedence over all other contract documents. X. SIGNATURE 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. Any services or work performed by Grantee before this Grant Agreement is effective or after it ceases to be effective are performed at the sole risk of Grantee. SIGNATURE PAGE FOLLOWS DSHS Contract No.HHS001323100004 Page 3 of 4 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C SIGNATURE PAGE FOR DSHS GRANT AGREEMENT CONTRACT No.HHS001323100004 DEPARTMENT OF STATE HEALTH CORPUS CHRISTI-NUECES COUNTY PUBLIC SERVICES HEALTH DISTRICT(CITY) Signature Signature Printed Name: Printed Name: Title: Title: Date of Signature: Date of Signature: DSHS Contract No.HHS001323100004 Page 4 of 4 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C ATTACHMENT A STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES A. Grantee shall identify and recruit submitters of clinical specimens through discussions and collaboration with local health departments in the Grantee's service area. Grantee may contact Emerging and Acute Infectious Disease Unit (EAIDU) at FLUTEXA Sgdshs.texas.gov for guidance on appropriate submitters. B. Grantee shall receive clinical specimens Monday through Friday from designated submitters within the Grantee's service area. C. Grantee shall test up to two hundred (200) clinical specimens in compliance with the Clinical Laboratory Improvement Act(CLIA'88) specifications per State Fiscal year, from September 1 to August 31, ("SFY")under this Contract. D. Grantee shall perform the Centers for Disease Control and Prevention (CDC) Real Time (RT) Polymerase Chain Reaction Method (PCR) for typing of influenza viruses on each specimen. E. Grantee shall retain positive influenza specimens through the end of the Contract term. F. When directed by the DSHS Viral Isolation Team Lead and Medical Virology Group Manager, Grantee shall appropriately submit the requested number of positive influenza specimens to the DSHS Laboratory in Austin, Texas or to another public health laboratory designated by DSHS within ten (10) business days of request. These specimens are not intended to be diagnostic and are submitted as part of a public health surveillance program. G. Grantee shall comply with the DSHS established influenza surveillance protocol located at https://www.dshs.state.tx.us/IDCU/disease/influenza/Texas-Influenza-Surveillance- Handbook.aspx. H. Grantee shall comply with the Texas Grant Management Guide (TxGMS) and Chapter 81 of the Texas Health and Safety Code. L Grantee shall ensure that at least one (1) healthcare provider, clinic, or hospital submits influenza surveillance specimens to the Grantee. Grantee shall notify DSHS when a submitter is not submitting specimens routinely. J. By November 30th of each SFY under this Contract, Grantee shall develop and submit a list of providers or facilities that routinely submit specimens to the Grantee. List shall be submitted by electronic mail to FLUTEXA Sgdshs.texas.gov. K. Grantee shall perform testing no later than 3 business days from receipt of the influenza specimen. DSHS Contract No.HHS001323100004 Page 1 of 4 Attachment A DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C L. In the format provided by DSHS, Grantee shall develop and submit written weekly reports on the RT-PCR influenza testing results from the previous week each Monday, or if a holiday, the next business day beginning September 6, 2023, and continuing through the end of the Contract term. Reports should be sent by electronic mail to FLUTEXA S2dshs.texas.gov.All reports should be titled with the Grantee Name,Contract Number, IDCU/FLU LAB and the week of the report. N. DSHS-approved budget may be revised by Grantee in accordance with the following requirements: 1. For any transfer between budget categories, Grantee shall provide notification of transfer between budget categories by submission of a revised Categorical Budget Form to the DSHS Contract Representative, highlighting the areas affected by the budget transfer and written justification for the transfer request. After DSHS review, the designated DSHS Representative will provide notification of acceptance or rejection to Grantee by email. 2. For transfer of funds between direct budget categories, other than the `Equipment' and `Indirect Cost' categories, for less than or equal to cumulative twenty-five(25)percent of the total value of the respective Contract budget period, Grantee shall submit timely written notification to DSHS Contract Representative using the Revised Budget Form and request DSHS approval. If approved, DSHS Contract Representative will provide notification of acceptance to Grantee by email, upon receipt of which, the revised budget will be incorporated into the Contract. 3. For transfer of funds between direct budget categories, other than the `Equipment' and `Indirect Cost' categories, that cumulatively exceeds twenty-five (25) percent of the total value of the respective Contract budget period,Grantee shall submit timely written notification to DSHS Contract Representative using the Revised Budget Form and request DSHS approval. If the revision is approved, the budget revision is not authorized and the funds cannot be utilized until an amendment is executed by the Parties. 4. Any transfer between budget categories that includes `Equipment' and/or `Indirect Costs' categories must be incorporated by amendment. Grantee shall submit timely written notification to DSHS Contract Representative using the Revised Budget Form and request DSHS approval. If the revision is approved, the budget revision is not authorized and the funds cannot be utilized until an amendment is executed by the Parties. O. Grantee shall maintain an inventory of equipment, supplies (defined as `Controlled Assets'), and real property. Grantee submit an annual cumulative report of the equipment and other property on DSHS Grantee's Property Inventory Report to the designated DSHS Contract Representative and FSOequipgdshs.texas.gov by email not later than October 15 of each year. Controlled Assets include firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of $500.00 or more, but less than $5,000.00: 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 DSHS Contract No.HHS001323100004 Page 2 of 4 Attachment A DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C equipment. Controlled Assets are considered Supplies. IL PERFORMANCE MEASURES DSHS will monitor the Grantee's performance of the requirements in this Statement of Work and compliance with the Contract's terms and conditions. IILINVOICE AND PAYMENT A. Grantee shall submit to DSHS a monthly detailed and accurate invoice describing the services performed in completion of the responsibilities outlined in this Statement of Work. Invoices and supporting documentation must be submitted to DSHS in accordance with Table 1, Invoice Submission Schedule. B. Grantee shall request payments monthly using the State of Texas Purchase Voucher(Form B-13). Invoices must be submitted monthly to prevent delays in subsequent months. Grantees that do not incur expenses within a month are required to submit a"zero dollar" invoice on a monthly basis. Grantee must submit a final close-out invoice. Invoices received more than 45 days after each fiscal year are subject to denial of payment. Invoices and all supporting documentation must be submitted by mail, fax, or email. 1. If by mail, Grantee shall submit to: Department of State Health Services Claims Processing Unit P.O. Box 149347 Austin, TX 78714-9347 2. If by fax, Grantee shall submit to (512)458-7442. 3. If by email, Grantee shall submit to invoicesgdshs.texas._og_v and crosinvoices2dshs.texas.gov. Failure to submit required information may result in delay of payment or return of invoice. Billing invoices must be legible. Illegible or incomplete invoices which cannot be verified will be disallowed for payment. Table 1: Invoice Submission Schedule Invoice Submission Schedule Period Covered Due Date September 1st through September 30th October 31st October 1St through October 31St November 30th November 1St through November 30th December 31St December 1St through December 31St January 31St January 1St through January 31St February 28th (or February 29rh in a leap year)_ February 1St through February 28th March 31St DSHS Contract No.HHS001323100004 Page 3 of 4 Attachment A DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C March 1st through March 31st Aril 30th A ril 1st through April 30th May 31st May 1st through May 31st June 30th June 1st through June 30th July 31st July 1 st through July 31 st August 31st August 1st through August 31st Se tember 30th Final Close-out Invoice Due Date August 1st through August 31st October 15th C. Grantee shall submit the Financial Status Report(FSR-269A)twice per fiscal year(located at: haps://www.dshs.texas.gov/sites/default/riles/hivstd/contractor/prev/269-FSR.xlsx) as outlined in Table 2, FSR Schedule. Grantee shall email the FSR-269A to the following email addresses: FSRgrants2dshs.texas.gov and crosinvoices2dshs.texas.gov. The final financial status report no later than 45 calendar days following the end of each fiscal year. Table 2: FSR Schedule Financial Status Report Submission Schedule Period Covered Due Date September 1st through February 28th March 31st March 1st through August 31st September 30th Final Financial Status Report March 1st through August 31st October 15th D. Grantee will be paid on a cost-reimbursement basis and in accordance with the budget for the corresponding year under this Contract. DSHS Contract No.HHS001323100004 Page 4 of 4 Attachment A DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C ATTACHMENT B CATEGORICAL BUDGET Budget Period: Budget Period: Categorical Budget Contract Effective September 1,2024 Total Contract Date To To Amount August 31,2024 August 31,2025 Personnel $0.00 $0.00 $0.00 Fringe Benefits $0.00 $0.00 $0.00 Travel $0.00 $0.00 $0.00 Equipment $0.00 $0.00 $0.00 Supplies $5,000.00 $5,000.00 $10,000.00 Contractual $0.00 $0.00 $0.00 Other $0.00 $0.00 $0.00 Total Direct Charges $5,000.00 $5,000.00 $10,000.00 Indirect Charges $0.00 1W $0.00 $0.00 Total $5,000.00 $5,000.00 $10,000.00 DSHS Contract No.HHS001323100004 Page 1 of 1 Attachment B DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C HEALTH AND HUMAN SERVICES Contract Number HHS001323100004 Attachment C 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.2.2 Effective May 2022 Page 1 of 13 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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.2.2 Effective May 2022 Page 2 of 13 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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. If the certification is shown to be false, Contractor may be liable for additional costs and damages set out in 231.006(f). 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(SANT) 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.2.2 Effective May 2022 Page 3 of 13 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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.2.2 Effective May 2022 Page 4 of 13 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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.2.2 Effective May 2022 Page 5 of 13 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffalrsReferral@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.2.2 Effective May 2022 Page 6 of 13 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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.2.2 Effective May 2022 Page 7 of 13 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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.2.2 Effective May 2022 Page 8 of 13 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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.2.2 Effective May 2022 Page 9 of 13 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 44. Cloud Computing State Risk and Authorization Management Program (TX-RAMP) 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.2.2 Effective May 2022 Page 10 of 13 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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 11 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. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. Health and Human Services Contract Affirmations v.2.2 Effective May 2022 Page 11 of 13 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 55. 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). 56. 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.2.2 Effective May 2022 Page 12 of 13 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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.2.2 Effective May 2022 Page 13 of 13 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C TEv..A.S Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.2 Published and Effective — July 2022 Responsible Office: Chief Counsel DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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 3.2 Effective July 2022 Page 2 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C TABLE OF CONTENTS ARTICLE L 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............................................................................................ 11 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 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 3.2 Effective July 2022 Page 3 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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.............................................. 15 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...................................................................................................................... 19 9.1 REMEDIES............................................................................................................ 19 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............................................................... 22 ARTICLE XI. GENERAL PROVISIONS...................................................................... 22 11.1 AMENDMENTS..................................................................................................... 22 11.2 NO QUANTITY GUARANTEES.............................................................................. 22 HHS Uniform Terms and Conditions-Grant v 3.2 Effective July 2022 Page 4 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 11.3 CHILD ABUSE REPORTING REQUIREMENTS...................................................... 22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS.......................................................................... 23 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 MA.IEURE ................................................................................................ 25 11.15 NO IMPLIED WAIVER OF PROVISIONS ............................................................... 26 11.16 FUNDING DISCLAIMERS AND LABELING............................................................ 26 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 3.2 Effective July 2022 Page 5 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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 Prope . 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. "Pte" means either the System Agency or Grantee, individually. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 6 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C "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 TextraveT' 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.3.2 Effective July 2022 Page 7 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C (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.3.2 Effective July 2022 Page 8 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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.3.2 Effective July 2022 Page 9 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 10 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C B. "Overpayments" as used in this Section include payments (i) made by the System 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 11 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C threshold amount includes federal funds passed through by way of state agency awards. 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_repoy2hhsc.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 repog2hhsc.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, HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 12 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 13 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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 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. HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 14 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 15 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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. 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. R 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 16 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 17 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 18 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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, 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: HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 19 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 20 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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. 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 OR 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 R 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 21 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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 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 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 22 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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; 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, HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 23 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 24 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party'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. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 25 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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 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 HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 26 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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. 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 HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 27 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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 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: hllps://hhs.texas.gov/about-hhs/your-rights/civil-rights-office/civil//hhs.texas.gov/about-hhs/your-ri ghts/civi l-ri ghts-offi ce/civi l-ri ghts-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 Office of Data, Analytics, and Performance. 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 28 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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 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.3.2 Effective July 2022 Page 29 of 29 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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:6COD8879-9621-4BFA-B769-239A205F5A5C (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"PHP'); (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 information; (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:6COD8879-9621-4BFA-B769-239A205F5A5C a manner that is not expressly an Authorized Purpose under this DUA or as Required by 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.ER 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. (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 CER. 164.308(a)(1)(h)(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. CONTRACTOR 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)(h)(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:6COD8879-9621-4BFA-B769-239A205F5A5C 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 CONTRACTOR 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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 4 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 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 provided that CONTRACTOR 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 CONTRACTOR 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, CONTRACTOR 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)(J HHS Data Use Agreement TACCHO VERSION(Local City and County Entities) October 23,2019 Page 5 of 15 DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C (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:6COD8879-9621-4BFA-B769-239A205F5A5C (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 HIPAAPrivacy 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:6COD8879-9621-4BFA-B769-239A205F5A5C • 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:6COD8879-9621-4BFA-B769-239A205F5A5C (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:6COD8879-9621-4BFA-B769-239A205F5A5C (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); 0) 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:6COD8879-9621-4BFA-B769-239A205F5A5C (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 final 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:6COD8879-9621-4BFA-B769-239A205F5A5C (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 World" 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:6COD8879-9621-4BFA-B769-239A205F5A5C (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:6COD8879-9621-4BFA-B769-239A205F5A5C (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 CONTRACTOR'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 parry 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 parry 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:6COD8879-9621-4BFA-B769-239A205F5A5C 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 Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C TEXAS Texas HHS System - Data Use Agreement-Attachment 2 vv Health and Human SECURITY AND PRIVACY INQUIRY (SPI) Services If you are a bidder fora new procurement/contract,in orderto participate in the bidding process,you must have corrected any"No" responses (except Aga) prior to the contract award date. If you are an applicant for an open enrollment,you must have corrected any"No"answers (except Aga and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except Aga and A11),an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HI PAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A: APPLICANT/BIDDER INFORMATION (To be completed by Applicant/Bidder) 1. Does the applicant/bidder access, create, disclose, receive, transmit, maintain, or store Texas Q Yes HHS Confidential Information in electronic systems (e.g., laptop, personal use computer, O No mobile device, database, server, etc.)? IF NO, STOP. THE SPI FORM IS NOT REQUIRED. 2. Entity or Applicant/Bidder Legal Name Legal Name: Corpus Christi-Nueces County Public Health Dis Legal Entity Tax Identification Number (TIN) (Last Four Numbers Only): 574 Procurement/Contract#: HHS000812700042 Address: 1702 Horne Rd City: Corpus Christi State:Texas ZIP: 78414 Telephone #: (361) 826-7200 Email Address: 3. Number of Employees, at all locations, in Total Employees: 70 Applicant/Bidder's Workforce "Workforce" means all employees,volunteers,trainees, and other Persons whose conduct is under the direct control of Applicant/Bidder,whether or not they are paid by Applicant/ Bidder.If Applicant/Bidder is a sole proprietor,the workforce may be only one employee. 4. Number of Subcontractors Total Subcontractors: 0 (if Applicant/Bidder will not use subcontractors,enter"0") 5. Name of Information Technology Security Official A. Security Official: and Name of Privacy Official for Applicant/Bidder Legal Name: Jesus Hernandez (Privacy and Security Official may be the same person.) Address: 1201 Leopard St City: Corpus Christi State: TX ZIP: 78401 Telephone #: (361) 826-3748 Email Address:jesush6@cctexas B. Privacy Official: Legal Name: Jesus Hernandez Address: 1201 Leopard St City: Corpus Christi State: TX ZIP: 78401 Telephone #: (361) 826-3748 Email Address: jesush6@cctexas SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 1 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C b. Type(s) of Texas HHS Confidential Information the HIPAA CJIS IRS FTI CMS SSA PII Applicant/Bidder will create, receive, maintain,use, 11 ❑ ❑ ❑ 11 disclose or have access to: (Check all that apply) Other (Please List) •Health Insurance Portability and Accountability Act(HIPAA)data •Criminal Justice Information Services(CJIS)data •Internal Revenue Service Federal Tax Information(IRS FTI)data •Centers for Medicare&Medicaid Services(CMS) •Social Security Administration(SSA) •Personally Identifiable Information(PII) 7. Number of Storage Devices for Texas HHS Confidential Information (as defined in the Total # Texas HHS System Data Use Agreement (DUA)) (Sum a-d) Cloud Services involve using a network of remote servers hosted on the Internet to store, 2 manage, and process data, rather than a local server or a personal computer. A Data Center is a centralized repository, either physical or virtual, for the storage, management,and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. a. Devices. Number of personal user computers, devices or drives, including mobile 0 devices and mobile drives. b. Servers. Number of Servers that are not in a data center or using Cloud Services. 0 c. Cloud Services. Number of Cloud Services in use. 0 d. Data Centers. Number of Data Centers in use. 2 8. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to Select Option handle Texas HHS Confidential Information during one year: (a-d) a. 499 individuals or less CD a. b. 500 to 999 individuals 0 b. c. 1,000 to 99,999 individuals 0 C. d. 100,000 individuals or more Q d. 9. HIPAA Business Associate Agreement a. Will Applicant/Bidder use, disclose, create, receive, transmit or maintain protected Yes health information on behalf of a HIPAA-covered Texas HHS agency for a HIPAA- 0 No covered function? b. Does Applicant/Bidder have a Privacy Notice prominently displayed on a Webpage or a Yes Public Office of Applicant/Bidder's business open to or that serves the public? (This is a 0 No HIPAA requirement. Answer "N/A" if not applicable, such as for agencies not covered 0 N/A by H I PAA.) Action Plan for Compliance with a Timeline: Compliance Date: 10. Subcontractors. If the Applicant/Bidder responded "0" to Question 4 (indicating no subcontractors), check "N/A" for both 'a.' and 'b.' a. Does Applicant/Bidder require subcontractors to execute the DUA Attachment 1 0 Yes Subcontractor Agreement Form? ) No a N/A Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 2 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C b. Will Applicant/Bidder agree to require subcontractors who will access Confidential 0 Yes Information to comply with the terms of the DUA, not disclose any Confidential (�) No Information to them until they have agreed in writing to the same safeguards and to d N/A discontinue their access to the Confidential Information if they fail to comply? Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder have any Optional Insurance currently in place? • Yes Optional Insurance provides coverage for: (1) Network Security and Privacy; (2) Data Breach; (3)Cyber Q No Liability(lost data, lost use or delay/suspension in business,denial of service with e-business,the Internet, networks and informational assets, such as privacy, intellectual property,virus transmission, extortion, } N/A sabotage orweb activities);(4) Electronic Media Liability;(5)Crime/Theft;(6)Advertising Injuryand Personal Injury Liability;and(7)Crisis Management and Notification Expense Coverage. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 3 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C SECTION B: PRIVACY RISK ANALYSIS AND ASSESSMENT (To be completed by Applicant/Bidder) For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. 1. Written Policies& Procedures. Does Applicant/Bidder have current written privacy and Yes or No security policies and procedures that, at a minimum: a. Does Applicant/Bidder have current written privacy and security policies and Yes procedures that identify Authorized Users and Authorized Purposes (as defined in the d No DUA) relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: b. Does Applicant/Bidder have current written privacy and security policies and (�)Yes procedures that require Applicant/Bidder and its Workforce to comply with the O No applicable provisions of HIPAA and other laws referenced in the DUA, relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information on behalf of a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: c. Does Applicant/Bidder have current written privacy and security policies and procedures QYes that limit use or disclosure of Texas HHS Confidential Information to the minimum that is O No necessary to fulfill the Authorized Purposes? Action Plan for Compliance with a Timeline: Compliance Date: d. Does Applicant/Bidder have current written privacy and security policies and procedures Yes that respond to an actual or suspected breach of Texas HHS Confidential Information, to include at a minimum (if any responses are "No" check "No" for all three): a No i. Immediate breach notification to the Texas HHS agency, regulatory authorities, and other required Individuals or Authorities, in accordance with Article 4 of the DUA; ii. Following a documented breach response plan, in accordance with the DUA and applicable law; & iii. Notifying Individuals and Reporting Authorities whose Texas HHS Confidential Information has been breached, as directed by the Texas HHS agency? SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 4 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C Action Plan for Compliance with a Timeline: Compliance Date: e. Does Applicant/Bidder have current written privacy and security policies and procedures Q Yes that conduct annual workforce training and monitoring for and correction of any training delinquencies? NO Action Plan for Compliance with a Timeline: Compliance Date: f. Does Applicant/Bidder have current written privacy and security policies and () Yes procedures that permit or deny individual rights of access, and amendment or correction, when appropriate? NO Action Plan for Compliance with a Timeline: Compliance Date: g. Does Applicant/Bidder have current written privacy and security policies and procedures d Yes that permit only Authorized Users with up-to-date privacy and security training, and d No with a reasonable and demonstrable need to use, disclose, create, receive, maintain, access or transmit the Texas HHS Confidential Information, to carry out an obligation under the DUA for an Authorized Purpose, unless otherwise approved in writing by a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: h. Does Applicant/Bidder have current written privacy and security policies and procedures Q Yes that establish, implement and maintain proof of appropriate sanctions against any 0 No Workforce or Subcontractors who fail to comply with an Authorized Purpose or who is not an Authorized User, and used or disclosed Texas HHS Confidential Information in violation of the DUA, the Base Contract or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: L Does Applicant/Bidder have current written privacy and security policies and ) Yes procedures that require updates to policies, procedures and plans following major 0 No changes with use or disclosure of Texas HHS Confidential Information within 60 days of identification of a need for update? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 5 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C j. Does Applicant/Bidder have current written privacy and security policies and a Yes procedures that restrict permissions or attempts to re-identify or further identify a No de-identified Texas HHS Confidential Information, or attempt to contact any Individuals whose records are contained in the Texas HHS Confidential Information, except for an Authorized Purpose, without express written authorization from a Texas HHS agency or as expressly permitted by the Base Contract? Action Plan for Compliance with a Timeline: Compliance Date: k. If Applicant/Bidder intends to use, disclose, create, maintain, store or transmit Texas HHS )Yes Confidential Information outside of the United States, will Applicant/Bidder obtain the O No express prior written permission from the Texas HHS agency and comply with the Texas HHS agency conditions for safeguarding offshore Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: I. Does Applicant/Bidder have current written privacy and security policies and procedures a Yes that require cooperation with Texas HHS agencies' or federal regulatory inspections, O No audits or investigations related to compliance with the DUA or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: m. Does Applicant/Bidder have current written privacy and security policies and Yes procedures that require appropriate standards and methods to destroy or dispose of No Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: n. Does Applicant/Bidder have current written privacy and security policies and procedures (�)Yes that prohibit disclosure of Applicant/Bidder's work product done on behalf of Texas HHS a No pursuant to the DUA, or to publish Texas HHS Confidential Information without express prior approval of the Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder have a current Workforce training program? Q Yes Training of Workforce must occur at least once every year, and within 30 days of date of hiring a new d No Workforce member who will handle Texas HHS Confidential Information.Training must include:(1)privacy and security policies, procedures, plans and applicable requirements for handling Texas HHS Confidential Information, (2)a requirement to complete training before access is given to Texas HHS Confidential Information,and(3)written proof of training and a procedure for monitoring timely completion of training. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 6 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder have Privacy Safeguards to protect Texas HHS Confidential )Yes Information in oral, paper and/or electronic form? O No "Privacy Safeguards" means protection of Texas HHS Confidential Information by establishing, implementing and maintaining required Administrative,Physical and Technical policies,procedures,processes and controls, required by the DUA, HIPAA(45 CFR 164.530), Social Security Administration, Medicaid and laws, rules or regulations, as applicable.Administrative safeguards include administrative protections, policies and procedures for matters such as training, provision of access,termination, and review of safeguards, incident management, disaster recovery plans, and contract provisions.Technical safeguards include technical protections, policies and procedures,such as passwords,logging,emergencies,how paper is faxed or mailed, and electronic protections such as encryption of data. Physical safeguards include physical protections, policies and procedures,such as locks, keys, physical access, physical storage and trash. Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder and all subcontractors (if applicable) maintain a current list of )Yes Authorized Users who have access to Texas HHS Confidential Information, whether oral, O No written or electronic? Action Plan for Compliance with a Timeline: Compliance Date: 5. Does Applicant/Bidder and all subcontractors (if applicable) monitor for and remove )Yes terminated employees or those no longer authorized to handle Texas HHS O No Confidential Information from the list of Authorized Users? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 7 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C This section is about your electronic system. If your business DOES NOT store, access, or No Electronic transmit Texas HHS Confidential Information in electronic systems (e.g., laptop, personal Systems use computer, mobile device, database, server, etc.) select the box to the right, and "YES" will be entered for all questions in this section. For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HIPAA-related items is 30 calendar days, P11-related items is 90 calendar days. 1. Does the Applicant/Bidder ensure that services which access, create, disclose, receive, Yes transmit, maintain, or store Texas HHS Confidential Information are maintained IN the O No United States (no offshoring) unless ALL of the following requirements are met? a. The data is encrypted with FIPS 140-2 validated encryption b. The offshore provider does not have access to the encryption keys C. The Applicant/Bidder maintains the encryption key within the United States d. The Application/Bidder has obtained the express prior written permission of the Texas HHS agency For more information regarding FIP5140-2 encryption products,please refer to: http://csrc.nist.pov/publications/fips Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder utilize an IT security-knowledgeable person or company to maintain )Yes or oversee the configurations of Applicant/Bidder's computing systems and devices? O No Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder monitor and manage access to Texas HHS Confidential Information )Yes (e.g., a formal process exists for granting access and validating the need for users to access O No Texas HHS Confidential Information, and access is limited to Authorized Users)? Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder a) have a system for changing default passwords, b) require user )Yes password changes at least every 90 calendar days, and c) prohibit the creation of weak O No passwords (e.g., require a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numerals, where possible) for all computer systems that access or store Texas HHS Confidential Information. If yes, upon request must provide evidence such as a screen shot or a system report. Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 8 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 5. Does each member of Applicant/Bidder's Workforce who will use, disclose, create, receive, Yes transmit or maintain Texas HHS Confidential Information have a unique user name O No (account) and private password? Action Plan for Compliance with a Timeline: Compliance Date: 6. Does Applicant/Bidder lock the password after a certain number of failed attempts and }Yes after 15 minutes of user inactivity in all computing devices that access or store Texas O No HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 7. Does Applicant/Bidder secure, manage and encrypt remote access (including wireless Yes access) to computer systems containing Texas HHS Confidential Information? (e.g., a formal O No process exists for granting access and validating the need for users to remotely access Texas HHS Confidential Information, and remote access is limited to Authorized Users). Encryption is required for all Texas HHS Confidential Information. Additionally,FIP5140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc. ist.gov/publicationsAips Action Plan for Compliance with a Timeline: Compliance Date: 8. Does Applicant/Bidder implement computer security configurations or settings for all )Yes computers and systems that access or store Texas HHS Confidential Information? O No (e.g., non-essential features or services have been removed or disabled to reduce the threat of breach and to limit exploitation opportunities for hackers or intruders, etc.) Action Plan for Compliance with a Timeline: Compliance Date: 9. Does Applicant/Bidder secure physical access to computer, paper, or other systems )Yes containing Texas HHS Confidential Information from unauthorized personnel and theft O No (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area, etc.)? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 9 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 10. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential Yes Information that is transmitted over a public network (e.g., the Internet, WiFi, etc.)? O No If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all HHS Confidential Information.Additionally, FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data,Criminal Justice Information Services(CJIS)data,Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc.nist.pov/publications/{ips Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential )Yes Information stored on end user devices (e.g., laptops, USBs, tablets, smartphones, external O No hard drives, desktops, etc.)? If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all Texas HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc.nist.gov/publicationsAips Action Plan for Compliance with a Timeline: Compliance Date: 12.Does Applicant/Bidder require Workforce members to formally acknowledge rules outlining Yes their responsibilities for protecting Texas HHS Confidential Information and associated O No systems containing HHS Confidential Information before their access is provided? Action Plan for Compliance with a Timeline: Compliance Date: 13. Is Applicant/Bidder willing to perform or submit to a criminal background check on )Yes Authorized Users? O No Action Plan for Compliance with a Timeline: Compliance Date: 14. Does Applicant/Bidder prohibit the access, creation, disclosure, reception, transmission, )Yes maintenance, and storage of Texas HHS Confidential Information with a subcontractor O No (e.g., cloud services, social media, etc.) unless Texas HHS has approved the subcontractor agreement which must include compliance and liability clauses with the same requirements as the Applicant/Bidder? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 10 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 15. Does Applicant/Bidder keep current on security updates/patches (including firmware, Yes software and applications) for computing systems that use, disclose, access, create, O No transmit, maintain or store Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 16. Do Applicant/Bidder's computing systems that use, disclose, access, create, transmit, )Yes maintain or store Texas HHS Confidential Information contain up-to-date anti- O No malware and antivirus protection? Action Plan for Compliance with a Timeline: Compliance Date: 17. Does the Applicant/Bidder review system security logs on computing systems that access )Yes or store Texas HHS Confidential Information for abnormal activity or security concerns on O No a regular basis? Action Plan for Compliance with a Timeline: Compliance Date: 18. Notwithstanding records retention requirements, does Applicant/Bidder's disposal Yes processes for Texas HHS Confidential Information ensure that Texas HHS Confidential O No Information is destroyed so that it is unreadable or undecipherable? Action Plan for Compliance with a Timeline: Compliance Date: 19. Does the Applicant/Bidder ensure that all public facing websites and mobile )Yes applications containing Texas HHS Confidential Information meet security testing a No standards set forth within the Texas Government Code (TGC), Section 2054.516; including requirements for implementing vulnerability and penetration testing and addressing identified vulnerabilities? For more information regarding TGC,Section 2054.516 DATA SECURITYPLAN FOR ONLINEAND MOBILE APPLICATIONS,please refer to: https:lllegiscan.com/TX/textlHB812017 Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 11 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C SECTION D: SIGNATURE AND SUBMISSION (to be completed by Applicant/Bidder) Please sign the form digitally, if possible. If you can't, provide a handwritten signature. 1. 1 certify that all of the information provided in this form is truthful and correct to the best of my knowledge. If I learn that any such information was not correct, I agree to notify Texas HHS of this immediately. 2. Signature 3. Title 4. Date: To submit the completed,signed form: • Email the form as an attachmentto the appropriate Texas HHS Contract Manager(s). SectionTo Be Completed by Agency(s): Requesting Department(s): HHSC:� DFPS: DSHS:11 Legal Entity Tax Identification Number(TIN) (Last four Only): PO/Contract(s) #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Caeli Paradise caeli.paradise(dshs.texas.gov 512-776-3767 Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 12 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C TEXAS Health and Human Services Health and Human Services (HHS) Additional Provisions — Grant Funding Version 1.0 Effective: February 2021 DSHS Contract No. HHS0001323100004 Page 1 of 7 Attachment F DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C TABLE OF CONTENTS 1. DISASTER SERVICES .........................................................................................................3 2. NOTICE OF A LICENSE ACTION.....................................................................................3 3. CONSENT TO MEDICAL,DENTAL,PSYCHOLOGICAL,AND SURGICAL TREATMENT OF A CHILD................................................................................................3 4. SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY......................................................................................................................3 5. THIRD PARTY PAYORS.....................................................................................................4 6. HIV/AIDS MODEL WORKPLACE GUIDELINES ..........................................................4 7. MEDICAL RECORDS RETENTION.................................................................................. 5 8. INTERIM EXTENSION AMENDMENT............................................................................ 5 9. PROJECT COMMENCEMENT.......................................................................................... 5 10. DUPLICATION OF FUNDING............................................................................................ 5 11. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS...................... 5 12. NOTICE OF GRANT AGREEMENT ACTION ................................................................ 6 13. NOTICE OF BANKRUPTCY............................................................................................... 6 14. NOTICE OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL................... 6 15. NOTICE OF INSOLVENCY,INCAPACITY, OR OUTSTANDING UNPAID OBLIGATIONS...................................................................................................................... 6 16. CONTRACTOR'S CERTIFICATION OF MEETING OR EXCEEDING TABACCO- FREE WORKPLACE POLICY MINIMUM STANDARDS........................................................6 DSHS Contract No.HHS001323100004 Page 2 of 7 Attachment F DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C ADDITIONAL PROVISIONS The terms and conditions of these Additional Provisions are incorporated into and made a part of the Grant Agreement. Capitalized items used in these Additional Provisions and not otherwise defined have the meanings assigned to them in HHSC Uniform Terms and Conditions, Attachment D. 1. DISASTER SERVICES In the event of a local, state, or federal emergency, including natural, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster declared by the appropriate federal official, Grantee may be called upon to assist the System Agency in providing the following services: i. Community evacuation; ii. Health and medical assistance; iii. Assessment of health and medical needs; iv. Health surveillance; v. Medical care personnel; vi. Health and medical equipment and supplies; vii. Patient evacuation; viii. In-hospital care and hospital facility status; ix. Food, drug and medical device safety; x. Worker health and safety; xi. Mental health and substance abuse; xii. Public health information; xiii. Vector control and veterinary services; and xiv. Victim identification and mortuary services. 2. NOTICE OF A LICENSE ACTION Grantee shall notify the assigned System Agency contract manager in writing of any action impacting Grantee's license to provide services under this Grant Agreement within five business days of becoming aware of the action and include the following: i. Reason for such action; ii. Name and contact information of the local, state or federal department or agency or entity; iii. Date of the license action; and iv. License or case reference number. 3. CONSENT TO MEDICAL,DENTAL,PSYCHOLOGICAL,AND SURGICAL TREATMENT OF A CHILD Unless a federal law applies, before a Grantee or its subcontractor can provide medical, dental, psychological or surgical treatment to a minor without parental consent, informed consent must be obtained as required by Texas Family Code Chapter 32. 4. SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY A. Grantee shall take reasonable steps to provide services and information both orally and in DSHS Contract No.HHS001323100004 Page 3 of 7 Attachment F DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C writing, in appropriate languages other than English, to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits and activities. Meaningful access may entail providing language assistance services, including oral interpretation and written translation, if necessary. More information can be found at https://www.lep.gov/. B. Grantee shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. C. Grantee shall make every effort to avoid use of any persons under the age of 18 or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency, unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. 5. THIRD PARTY PAYORS A. Except as provided in this Grant Agreement, Grantee shall screen all clients and may not bill the System Agency for services eligible for reimbursement from third party payors, who are any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local and private funding sources. B. As applicable, the Grantee shall: i. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Grant Agreement that may be covered by those programs and bill those programs for the covered services; ii. Provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; iii. Allow clients that are otherwise eligible for System Agency services, but cannot pay a deductible required by a third parry payor, to receive services and bill the System Agency for the deductible; iv. Not bill the System Agency for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted; v. Maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; vi. Bill all third parry payors for services provided under this Grant Agreement before submitting any request for reimbursement to System Agency; and vii. Provide third party billing functions at no cost to the client. 6. HIV/AIDS MODEL WORKPLACE GUIDELINES A. Grantee shall implement DSHS's HIV-STD Policy No. 090.021, HIV/AIDS Model Workplace Guidelines for Businesses, State Agencies, and State Contractors, accessible at http://www.dshs.state.tx.us/hivstd/policy/Tolicies.shtm. B. Grantee shall also educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the Texas Health & Safety Code §§ 85.112-114. DSHS Contract No.HHS001323100004 Page 4 of 7 Attachment F DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C 7. MEDICAL RECORDS RETENTION Grantee shall retain medical records in accordance with 22 TAC §165.1(b) or other applicable statutes, rules and regulations governing medical information. 8. INTERIM EXTENSION AMENDMENT A. Prior to or on the expiration date of this Grant Agreement,the Parties agree that this Grant Agreement can be extended as provided under this section. B. The System Agency shall provide written notice of interim extension amendment to the Grantee under one of the following circumstances: i. Continue provision of services in response to a disaster declared by the governor; or ii. To ensure that services are provided to clients without interruption. C. The System Agency will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. D. Grantee will provide and invoice for services in the same manner that is stated in the Grant Agreement. E. An interim extension under subsection (B)(i) of this section shall extend the term of the Grant Agreement not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. F. An interim extension under subsection(B)(i)of this section shall be a one-time extension for a period of time determined by the System Agency. 9. PROJECT COMMENCEMENT The Grantee shall begin the grant-funded project on September 1, 2023, unless otherwise approved by System Agency. If project commencement is delayed, the Grantee must submit in writing to the assigned contract manager,the steps taken to initiate the project,the reasons for the delay, and the expected start date. System Agency may require Grantee to take immediate remedial or corrective action in response to any delay. 10. DUPLICATION OF FUNDING If Grantee receives any funding that is duplicative of funding received under this Grant Agreement that cannot be used for new or expanded eligible grant activities, Grantee will notify the assigned contract manager as soon as possible. System Agency may issue an amendment modifying budget and/or project activities to eliminate duplication.Additionally, Grantee understands that duplicative funding that cannot be re-programmed to support new or expanded grant-funded activities within the program's scope may be de-obligated from this Grant Agreement and returned to System Agency. 11. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS A. Grantee shall immediately report in writing to its assigned System Agency contract manager when Grantee learns of or has any reason to believe it or any person with ownership or controlling interest in Grantee, or their agent, employee, subcontractor or volunteer who is providing services under this Grant Agreement has been placed on community supervision,received deferred adjudication, or been indicted for or convicted DSHS Contract No.HHS001323100004 Page 5 of 7 Attachment F DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. B. Grantee shall not permit any person who engaged, or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services or have direct contact with clients, unless otherwise directed in writing by the System Agency. 12. NOTICE OF GRANT AGREEMENT ACTION Grantee shall notify the assigned System Agency contract manager if Grantee has any grant agreement or contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within five business days of becoming aware of the action and include the following: i. Reason for such action; ii. Name and contact information of the local, state or federal department or agency or entity; iii. Effective start date of the grant agreement; iv. Date of suspension or termination; and v. Grant agreement or case reference number. 13. NOTICE OF BANKRUPTCY Grantee shall notify in writing the assigned System Agency contract manager of its plan to seek bankruptcy protection within five business days of such action by Grantee. 14. NOTICE OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL The Grantee shall notify in writing the assigned System Agency contract manager within ten business days of any change to the Grantee's Contact Person or Key Personnel. 15. NOTICE OF INSOLVENCY,INCAPACITY,OR OUTSTANDING UNPAID OBLIGATIONS Grantee shall notify in writing its assigned System Agency contract manager of any insolvency, incapacity, or outstanding unpaid obligations of Grantee owed to the Internal Revenue Service or the State of Texas, or any agency or political subdivision of the State of Texas within five business days of the date of Grantee's becoming aware of such. 16. GRANTEE'S CERTIFICATION OF MEETING OR EXCEEDING TABACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: A. 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; B. 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 Contract 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; C. Applying to all employees and visitors in this designated area; and DSHS Contract No.HHS001323100004 Page 6 of 7 Attachment F DocuSign Envelope ID:6COD8879-9621-4BFA-B769-239A205F5A5C D. Providing for or referring its employees to tobacco use cessation services. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DSHS Contract No.HHS001323100004 Page 7 of 7 Attachment F DocuSign Certificate Of Completion Envelope Id:6COD887996214BFAB769239A205F5A5C Status: Sent Subject: Please DocuSign: HHS001323100004,Corpus Christi-Nueces County PHD(City), New FLU LAB Contract Source Envelope: Document Pages:85 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 IF Address: 167.137.1.7 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 4/19/2023 1:31:58 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Caeli Paradise Completed Sent:4/19/2023 2:59:54 PM caeli.paradise@dshs.texas.gov Viewed:4/19/2023 3:00:25 PM Contract Manager Signed:4/19/2023 3:00:43 PM Security Level: Email,Account Authentication Using IP Address: 167.137.1.7 (None) Electronic Record and Signature Disclosure: Accepted:4/19/2023 3:00:25 PM ID:dd5b5b11-5864-4e5f-b437-1bc34c1121c1 Fauzia Khan Sent:4/19/2023 3:00:46 PM FauziaK@cctexas.com Viewed:4/19/2023 3:01:10 PM Public Health Director Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/19/2023 3:01:10 PM ID:Ob8c71d5-7dc9-49dd-b527-d7dfa1d624b8 Susana Garcia Susana.Garcia@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/19/2023 2:59:42 PM ID:327fbe70-09df-4dac-bbe5-a5342917a290 Patty Melchior Patty.MeIchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:5/5/2022 12:43:08 PM ID:f01589da-43a7-481e-996a-7c50409e5d48 Imelda Garcia ImeIdaM.Garcia@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:7/6/2021 8:08:45 AM ID: 1a6909aa-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 Denzel Otokunrin � Sent:4/19/2023 3:00:46 PM denzel@cctexas.com ED Viewed:4/19/2023 3:02:25 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign dante Gonzalez Sent:4/19/2023 3:00:46 PM danteg@cctexas.com ED Assistant Director of Public Health 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 4/19/2023 2:59:54 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:Caeli Paradise, Fauzia Khan, 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. 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Two Reading Ordinance Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for the Laboratory Response Network Influenza Surveillance and Epidemiology Grant with Texas Department of State Health to provide Flu testing Program in the community for the period September 1 , 2023, through August 31 , 2025. ("Fiscal Year 2024" or "FY2024"). City Council May 16, 2023 Background and Staff Recommendation • FLU Grant Program o To provide funding for the Health District to identify and recruit submitters of clinical specimens through discussions and mutual agreement with local health and medical providers and facilities in the Health Department's service area of Corpus Christi and Nueces County o September 1, 2023, through August 31, 2025 Background and Staff Recommendation o Total contract value by $10,000.00 o Fiscal impact- Amendment No. 2 increases the total contract value by $10,000.00 for FY2024. Extends the end of the contract term to August 31, 2025, and revises attachments to the contract. o Staff Recommendation: Approval of the two-reading ordinance. City Council May 16, 2023 so �o o� A H AGENDA MEMORANDUM µoRPORPg4 First Reading for the City Council Meeting of May 16, 2023 1852 Second Reading for the City Council Meeting of May 23, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Fauzia Khan, Director of Public Health FauziaK(o-)-cctexas.com 361-826-7202 Amendment of the Tuberculosis Prevention and Control State Grant to add $79,892.00 for FY24 for tuberculosis prevention and control activities and appropriation of the funds for the contract period September 1, 2023, through August 31, 2024 CAPTION: Ordinance appropriating $66,577.00 from the Texas Department of State Health Services (DSHS) and a cash match of $13,315.00 in the Health Grant Fund for an increase in the Tuberculosis Prevention and Control Grant to provide tuberculosis prevention and control services for the period September 1, 2023, through August 31, 2024. SUMMARY: The grant provides for personnel costs and other expenses to offer services and associated activities to prevent and control tuberculosis within the Corpus Christi-Nueces County Public Health District (CCNCPHD) jurisdiction. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) awarded a grant contract and amendment in the amount of$79,892 to provide for personnel costs and other expenses to offer services and associated activities to prevent and control tuberculosis in the City of Corpus Christi and throughout Nueces County. This grant has been in existence for 10 years. Acceptance of the grant requires that the City of Corpus Christi contribute a cash match of 20% ($13,315.00) of the grant amount of$66,577.00. The annual salary of the TB Public Health Nurse who is paid by the City of Corpus Christi General Fund will be used to satisfy the 20% grant match requirement. ALTERNATIVES: Refuse the grant and discontinue offering the following State-supported services to prevent and control tuberculosis: laboratory tests; interferon gamma release assays; cold-box shipping through Federal Express;Accurint database searches; medications and supplies for the treatment of TB; therapeutic drug monitoring; TB/HIV/STD Integrated System; purified protein derivative and syringes; and nursing, epidemiology, surveillance, and program evaluation support. FISCAL IMPACT: Acceptance of the grant requires that the City of Corpus Christi contribute a cash match of 20% (13,315.00) of the grant amount of$66,577.00, for a total of$79,892.00. DSHS mandates a 20% cash match to ensure the designated jurisdiction is fully invested in the grant activities designed to prevent and control tuberculosis. FUNDING DETAIL: Fund: 1066 Health Grants paid by Department of State Health Services Organ ization/Activity: 830424S Mission Element: 102 Provide & Manage Medical Clinics Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001182200013 AMENDMENT NO. 1 Ordinance Ordinance appropriating $66,577.00 and cash match of $13,315.00 in the Health Grant Fund for an increase in the Tuberculosis Prevention and Control Grant from the Department of State Health Services (DSHS) to provide tuberculosis prevention and control services for the period September 1, 2023, through August 31, 2024. Whereas, the City Manager or designee (Director of the CCNCPHD) is authorized to execute amendments to the grant contract which extend the contract period or increase or decrease the grant amount; and Whereas, the Texas Department of State Health Services has awarded an additional $66,577.00 with a cash match of $13,315.00 for Contract No. HHS001182200013 to provide tuberculosis prevention and control services. Be it Ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. Funds in the amount of $66,577.00 and Cash Match of $13,315.00 is appropriated in the No. 1066 Health Grants Fund to provide tuberculosis prevention and control services. SECTION 2. A copy of the executed health grant contract and amendments shall be filed in the office of the City Secretary. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 DocuSign Envelope ID:46CB154C-BCF7-4979-B872-8BD7B366BCDB DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS001182200013 AMENDMENT No. 1 The DEPARTMENT OF STATE HEALTH SERVICES (System Agency or DSHS) and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) (Local Government or Grantee), Parties to that certain Tuberculosis Prevention and Control Grant contract, effective September 1, 2022, and denominated as DSHS Contract No. HHS001182200013 (the"Contract"), now want to amend the Contract. WHEREAS, DSHS wants to exercise its option to renew the Contract for an additional year and make additional funds available in support of the services provided during the renewal term; WHEREAS, the Parties want to revise the budget to add funds for Fiscal Year 2024 (FY2024); and WHEREAS, the Parties want to revise the Statement of Work. Now,THEREFORE, the Parties hereby amend and modify the Contract as follows: 1. The Contract is renewed for the period beginning September 1, 2023, through August 31, 2024 (the "First Renewal Option" or"FY2024"), unless terminated sooner. 2. ARTICLE V, CONTRACT AMOUNT AND PAYMENT FOR SERVICES, of the Contract is amended to add $79,892.00 to pay for Grantee's services during FY2024. This includes DSHS' share of $66,577.00 and Grantee's required match amount of $13,315.00. The total not-to-exceed amount of this Contract is increased to $159,745.00. All expenditures for the First Renewal Option shall be in accordance with ATTACHMENT B-1, FY 2024 BUDGET. 3. ATTACHMENT A, STATEMENT OF WORK, is deleted in its entirety and replaced with ATTACHMENT A-1, FY2024 STATEMENT OF WORK, which is attached to this Amendment and incorporated into the Contract as if fully set forth therein. 4. ATTACHMENT B, BUDGET, is supplemented with the addition of ATTACHMENT B-1, FY2024 BUDGET,which is attached to this Amendment and incorporated into the Contract as if fully set forth therein. 5. This Amendment No. 1 shall be effective as of September 1, 2023. 6. Except as amended and modified by this Amendment No. 1, all terms and conditions of the Contract shall remain in full force and effect. 7. Any further revisions to the Contract shall be by written agreement of the Parties. SIGNATURE PAGE FOLLOWS P.O. Box 149347•Austin,Texas 78714-9347• Phone:888-963-7111 • TTY:800-735-2989 • dshs.texas.gov DocuSign Envelope ID:46CB154C-BCF7-4979-B872-8BD7B366BCDB SIGNATURE PAGE FOR AMENDMENT No. 1 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS001182200013 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) DocuSigned by: DocuSigned by: �w1t�,�,a �aV'Gia �awLjia ��,aan, B�7•1• 87AFD32AD9D24Ag_.. By: 434G€6421... Name: Imelda Garcia Name: Fauzia Khan Title: Associate Commissioner Title: Public Health Director March 17,2023 March 17,2023 Date of Signature: Date of Signature: THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AMENDMENT AND INCORPORATED AS PART OF THE CONTRACT: ATTACHMENT A-1 FY2024 STATEMENT OF WORK ATTACHMENT B-1 FY2024 BUDGET DSHS Contract No.HHS001182200013 Page 2 of 6 DocuSign Envelope ID:46CB154C-BCF7-4979-B872-8BD7B366BCDB ATTACHMENT A-I FY2024 STATEMENT OF WORK (September 1,2023—August 31,2024) L 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: hLtps://www.dshs.texas.gov/disease/tb/Trograms.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 the spending plan throughout the Contract term to avoid lapsing funds. L 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), which is currently available online and can be accessed at: https://comptroller.texas.gov/purchasing/grant- mana_eg ment/, and work with DSHS staff regarding the management of funds received DSHS Contract No.HHS001182200013 Page 3 of 6 DocuSign Envelope ID:46CB154C-BCF7-4979-B872-8BD7B366BCDB under this Contract. K. Enter all collected TB information into the DSHS-designated state TB information system, including all data fields on the Report of Verified Case of Tuberculosis (TB340), 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. L. Maintain an inventory of Equipment, supplies defined as Controlled Assets, and real property and submit an annual cumulative report of the equipment and other property on DSHS Contractor's Property Inventory Report (GC-11) located at https://www.dshs.texas.gov/hiv-std-program/dshs-tb-hiv-std-section-thisis/contract- management-section-prevention by e-mail to FSOequi]a,dshs.texas.gov and CMSInvoicesgdshs.texas.gov not later than October 15 of each year. II. Performance Measures DSHS will monitor the Grantee's performance of the requirements set forth within the Statement of Work (Attachment A-1) 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 invoices2dshs.texas.gov and crosinvoices2dshs.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 Contract term. Invoices received more than 45 days after the end of the Contract term 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: Invoices2dshs.texas.gov and CMSinvoices2dshs.texas.gov DSHS Contract No.HHS001182200013 Page 4 of 6 DocuSign Envelope ID:46CB154C-BCF7-4979-B872-8BD7B366BCDB B. Grantee will be paid on a cost reimbursement basis and in accordance with Attachment B- 1 of this Contract. C. Grantee must submit final Financial Status Report ("FSR"), Final Quarter-Match Reimbursement/Certification Form ("Form B-13A") 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 biannually as outlined below and in alignment with the Contract term. IV.Pro2rammatic Reporting Requirements Report Name Frequency Period Begin Period End Due Date Annual Progress Report Annually Sept. 1, 2023 August 31, 2024 April 1, 2024 Financial Status Report Biannually Sept. 1 2023 February 29, March 31 2024 ("FSR") 2024 ' FSR Biannually March 1, 2024 August 31, 2024 October 15, 2024 Final Quarter-Match Reimbursement/ Annually June 1, 2024 August 31, 2024 October 15, 2024 Certification Form "Form B-13A" Submission Instructions: Annual Report: Submit program reports to the TB Reporting Mailbox: TBContractReportin s,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: invoicesgdshs.texas._og_v and CMSinvoices(2dshs.texas._og_v (Remainder of Page Intentionally Left Blank) DSHS Contract No.HHS001182200013 Page 5 of 6 DocuSign Envelope ID:46CB154C-BCF7-4979-B872-8BD7B366BCDB ATTACHMENT B-1 FY2024 BUDGET (September 1, 2023—August 31, 2024) Budget Categories DSHS Funds Cash Match Category Total Personnel $43,620.00 $13,315.00 $56,935.00 Fringe Benefits $19,618.00 $0.00 $19,618.00 Travel $3,339.00 $0.00 $3,339.00 Equipment $0.00 $0.00 $0.00 Supplies $0.00 $0.00 $0.00 Contractual $0.00 $0.00 $0.00 Other $0.00 $0.00 $0.00 Total Direct Costs $66,577.00 $13,315.00 $79,892.00 Indirect Costs $0.00 $0.00 $0.00 Totals $66,577.00 $13,315.00 $79,892.00 (Remainder of the page intentionally left blank) DSHS Contract No.HHS001182200013 Page 6 of 6 DocuSign Certificate Of Completion Envelope Id:46CB154CBCF74979B8728BD7B366BCDB Status: Completed Subject: Please DocuSign: HHS001182200013;Corpus Christi;Al;TB STATE Signature Packet Source Envelope: Document Pages:6 Signatures:2 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: 167.137.1.18 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 3/17/2023 9:11:06 AM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Fauzia Khan " igneaby: Sent:3/17/2023 9:14:00 AM FauziaK@cctexas.com If434 alv�A " Viewed: 3/17/2023 9:41:28 AM Public Health Director cFeFaazFDazs Signed:3/17/2023 9:41:37 AM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 155.190.8.6 Electronic Record and Signature Disclosure: Accepted:3/17/2023 9:41:28 AM ID:55d8a178-78e2-4f8b-8eb0-fOdad57cb6ff Susana Garcia Completed Sent:3/17/2023 9:41:38 AM Susana.Garcia@dshs.texas.gov Viewed: 3/17/2023 10:35:05 AM CTCM, Unit Director Signed:3/17/2023 10:36:42 AM DSHS Using IP Address: 167.137.1.9 Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:3/17/2023 10:35:05 AM ID:f831c23f-7b44-4358-b482-80829d1eb2b3 PATTY MELCHIOR Completed Sent:3/17/2023 10:36:44 AM Patty.MeIchior@dshs.texas.gov Viewed: 3/17/2023 11:47:17 AM Director, DSHS CMS Signed:3/17/2023 11:47:29 AM Security Level: Email,Account Authentication Using IP Address: 167.137.1.16 (None) Electronic Record and Signature Disclosure: Accepted:5/5/2022 12:43:08 PM ID:f01589da-43a7-481e-996a-7c50409e5d48 ocuigned by: Imelda Garciad Sent:3/17/2023 11:47:31 AM C1V'8'7AFDS32AD9D24A9 � ao-6a ImeldaM.Garcia@dshs.texas.govViewed: 3/17/2023 12:29:44 PM Associate Commissioner Signed:3/17/2023 12:29:53 PM Texas Health and Human Services Commission Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 70.112.91.18 Electronic Record and Signature Disclosure: Accepted:7/6/2021 8:08:45 AM ID: 1a6909aa-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 Heather Calderon Sent:3/17/2023 9:13:59 AM heatherc@cctexas.com ED Viewed: 3/17/2023 12:31:28 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Damiana Pena Sent:3/17/2023 9:13:58 AM DamianaP@cctexas.com ED Viewed: 3/17/2023 9:15:30 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lacy Alexander Sent:3/17/2023 9:18:59 AM lacy.alexander@dshs.texas.gov ED Viewed: 3/17/2023 9:19:47 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox �� Sent:3/17/2023 12:29:54 PM CMS.InternalRouting@dshs.texas.gov Resent:3/17/2023 12:29:58 PM DSHS Contract Management Section 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 3/17/2023 9:13:59 AM Envelope Updated Security Checked 3/17/2023 9:18:58 AM Certified Delivered Security Checked 3/17/2023 12:29:44 PM Signing Complete Security Checked 3/17/2023 12:29:53 PM Completed Security Checked 3/17/2023 12:29:54 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: Fauzia Khan, Susana Garcia, PATTY MELCHIOR, Imelda Garcia ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DSHS 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Two Reading Ordinance Ordinance appropriating $66,577.00 in the Health Grant Fund for an increase in the Tuberculosis Prevention and Control Grant from the Texas Department of State Health Services (DSHS) to provide tuberculosis prevention and control services for the period September 1, 2023, through August 31, 2024. City Council May 16, 2023 Background and Staff Recommendation • Tuberculosis Prevention and Control-State (TB/PC-STATE) Grant o To be used to provide for personnel costs, supplies, and other expenses to offer services to prevent and control tuberculosis within the jurisdiction of the Corpus Christi-Nueces County Public Health District. o September 1 , 2023, through August 31 , 2024. • Total item balance for FY23 is 66,577 o Acceptance of the grant requires that the City of Corpus Christi contribute a cash match of 20% ($13,315) of the grant amount of $66,577. • Staff Recommendation: Approval of the two reading ordinance. so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of May 16, 2023 1852 Second Reading for the City Council Meeting of May 23, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health Fauziak(o-)-cctexas.com 361-826-7202 Acceptance of the Hazards—Public Health Emergency Preparedness (PHEP) Grant in the amount of$240,003.00, and appropriation of the funds for the contract period July 1, 2023, through June 30, 2024 CAPTION: Ordinance authorizing acceptance of Public Health Emergency Preparedness (PHEP) Grant for $240,003.00 with a cash match of $24,000.00 from the Texas Department of State Health Services (DSHS); appropriating $240,003.00 to provide funding activities in support of the PHEP Cooperative Agreement from the Centers for Disease Control and Prevention for the period of July 1, 2023, through June 30, 2024. SUMMARY: To pay for personnel costs, supplies, and other expenses while providing a Hazards Public Health Emergency Preparedness Program to maintain and support an action plan which will aid in the response to an act of bioterrorism and biological threats in the community. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant contract in the amount of$240,003.00 to maintain the Hazards PHEP activities within the Corpus Christi-Nueces County Public Health District beginning July 1, 2023, through June 30, 2024, for the purchase of supplies, equipment, travel expenses, and personnel salary with fringe benefits to support the preparedness and response activities enabling expedient and appropriate response to events of public health consequences. ALTERNATIVES: Discontinue Public Health Emergency Preparedness activities and thereby cause a delay in or prevent expedient and appropriate response to public health threats. FISCAL IMPACT: This Ordinance, Contract No. HHS001188100001 has a total contract value of $264,003.00 (reflecting $240,003.00 in federal funding and $24,000.00 in match funding) for FY2024. This Grant Agreement is effective on July 1, 2023, and terminates on June 30, 2024, unless renewed, extended, or terminated according to the terms and conditions of the Grant Agreement. No fiscal impact to general fund. The grant award of $240,003.00 requires a 10% ($24,000.00) cash match. FUNDING DETAIL: Fund: 1066 Health Grants paid by the Department of State Health Services Organization/Activity: 831527F Department#: 15 Project # (CIP Only): Account: Amount: 240,003 Fund: 1020 General Fund Organization/Activity: 12602 Department#: 44 Project # (CIP Only): Account: 510100 Amount: 24,000 RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001188100001 Ordinance Ordinance authorizing acceptance of Public Health Emergency Preparedness (PHEP) Grant for $240,003.00 with a cash match of $24,000.00 from the Texas Department of State Health Services (DSHS); appropriating $264,003.00 to provide funding activities in support of the PHEP Cooperative Agreement from the Centers for Disease Control and Prevention for the period of July 1, 2023, through June 30, 2024. Be it Ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to enter into Contract No. HHS001311200033 (the "Contract") under the Public Health Emergency Preparedness grant with the Department of State Health Services ("DSHS") for a grant in the amount of$240,003.00, with a cash match of $24,000, for the period July 1 , 2023, through June 30, 2024, to provide funding activities in support of the PHEP Cooperative Agreement from the Centers for Disease Control and Prevention. SECTION 2. Funds in the amount of $264,003.00 are appropriated from the grant to the Health Grants Fund No. 1066 to be used to perform activities in support of the Public Health Emergency Preparedness ("PNEP") Cooperative Agreement between the Centers for Disease Control and Prevention ("CDC') and the Department of State Health Services to advance public health preparedness. SECTION 3. The City Manager or designee is authorized to execute any future amendments to the Contract which extend the contract period or increase or decrease the amount of the grant. SECTION 4. A copy of the executed health grant contract and amendments shall be filed in the office of the City Secretary. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor or 2 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES GRANT AGREEMENT, CONTRACT No.HHS001311200033 UNDER THE CENTER FOR HEALTH EMERGENCY PREPAREDNESS AND RESPONSE GRANT PROGRAM The parties to this agreement ("Grant Agreement" or"Contract") are Department of State Health Services ("System Agency"), a pass-through entity, and Corpus Christi-Nueces County Public Health District (City) ("Grantee"), having its principal office at 1201 Leopard Street, Corpus Christi Texas 78401 (each a"Party" and collectively the "Parties"). 1. PURPOSE The purpose of this Grant Agreement is to perform activities in support of the Public Health Emergency Preparedness ("PHEP") Cooperative Agreement between the Centers for Disease Control and Prevention ("CDC") and the Department of State Health Services to advance public health preparedness. II. LEGAL AUTHORITY This Grant Agreement is entered into pursuant to the authority granted by and in compliance with the Interlocal Cooperation Act,Texas Government Code Chapter 791 and Texas Health and Safety Code Title 12 Chapter 1001 and Title 2 Chapter 12. 111. DURATION This Grant Agreement is effective on July 1, 2023 and expires on June 30, 2024, unless sooner terminated or renewed or extended. System Agency, at its sole discretion, may extend this Grant Agreement for up to four(4) years for a maximum term of five (5) years. Notwithstanding the limitation in the preceding paragraph and with at least 30 calendar days' advance written notice to Grantee, at the end of the initial term or any renewal period, System Agency at its sole discretion, may extend this Grant Agreement as necessary to ensure the continuity of service, for purposes of transition, or as otherwise determined by System Agency to serve the best interest of the State for up to six (6) months, in one-month intervals, at the then- current contract rate or rates (if applicable) as modified during the term of the Grant Agreement. IV. STATEMENT OF WORK The Scope of Grant Project to which Grantee is bound is incorporated into and made a part of this Grant Agreement for all purposes and included as ATTACHMENT A, FY2024 STATEMENT OF WORK. System Agency Grant Agreement,Contract#HHS001311200033 Page 1 of 6 11115 Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E V. BUDGET The total amount of this Grant Agreement will not exceed TOTAL. CONTRACT AMOUNT $264,003.00. This includes the System Agency share of$240,003.00 and Grantee's required match amount of $24,000.00. The total not-to-exceed amount includes the following: Total Federal Funds: $240,003.000 All expenditures under the Grant Agreement will be in accordance with ATTACHMENT B,FY2024 BUDGET. VI. NOTICE TO PROCEED Funding for this Contract is dependent on the award of the applicable federal grant. No activities may commence, and no expenses incurred prior to the issuance of a written Notice to Proceed by System Agency. The Notice to Proceed may include an amended or ratified budget which will be incorporated into this Contract by a subsequent amendment, as necessary. Notwithstanding the preceding, at the discretion of System Agency, Grantee may be eligible to receive reimbursement for eligible expenses incurred during the period of performance as defined by 2 CFR §200.309. VII. REPORTING REQUIREMENTS Grantee shall submit the reports outlined in ATTACHMENT C, FY2024 PREP CONTRACTUAL. REQUIREMENTS SCHEDULE by the due dates and submission methods specified therein. DSHS may add contractual requirements and revise reporting due dates throughout the term of this grant agreement to comply with modifications made to the grant award by the CDC. DSHS will notify Grantee of these modifications through a Technical Guidance Letter. A Technical Guidance Letter will become effective as of the date indicated in the Letter and will be attached to the Contract and incorporated as if fully set forth therein. VIII. CONTRACT REPRESENTATIVES The following will act as the representative authorized to administer activities under this Grant Agreement on behalf of their respective Party. System A2ency Grantee Fred L. Waterman Moriam Ojelade Department of State Health Services Corpus Christi-Nueces County Public 1100 W. 49th Street, MC 1990 Health District(City) Austin, Texas 78759 1702 Horne Road Fred.Waterman(c�r�,dshs.texas.gov Corpus Christi, Texas 78416 moriamogcctexas.com System Agency Grant Agreement,Contract#HHS001311200033 Page 2 of 6 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E IX.NOTICE REQUIREMENTS A. All notices given by Grantee shall be in writing, include the Contract number, comply with all terms and conditions of the Grant Agreement, and be delivered to the System Agency's Contract Representative identified above. B. Grantee shall send legal notices to System Agency at the address below and provide a copy to the System Agency's Contract Representative: Health and Human Services Commission Attn: Office of Chief Counsel 4601 W. Guadalupe, Mail Code 1100 Austin, Texas 78751 with a copy to: Department of State Health Services Attention: General Counsel 1100 W. 49th Street, Mail Code 1919 Austin, Texas 78756 C. Notices given by System Agency to Grantee may be emailed, mailed or sent by common carrier. Email notices shall be deemed delivered when sent by System Agency. Notices sent by mail shall be deemed delivered when deposited by the System Agency in the United States mail, postage paid, certified, return receipt requested. Notices sent by common carrier shall be deemed delivered when deposited by the System Agency with a common carrier, overnight, signature required. D. Notices given by Grantee to System Agency shall be deemed delivered when received by System Agency. E. Either Party may change its Contract Representative or Legal Notice contact by providing written notice to the other Party. X. FEDERAL AWARD INFORMATION GRANTEE'S UNIQUE ENTITY IDENTIFIER IS: XETBTPKCL895 Federal funding under this Grant Agreement is a subaward under the following federal award. Federal Award Identification Number (FAIN): NU90TP922045 A. Assistance Listings Title, Number, and Dollar Amount: Centers for Disease Control and Prevention, Public Health Emergency Preparedness (PHEP) Cooperative Agreement, 93.069 — TBD B. Federal Award Date: TBD C. Federal Award Period: 7/1/2023-6/30/2024 D. Name of Federal Awarding Agency: Centers for Disease Control and Prevention System Agency Grant Agreement,Contract#HHS001311200033 Page 3 of 6 11115 Signature Document-Grantee v 3.1 Effective:August 2022 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E E. Federal Award Project Description: Public Health Emergency Preparedness (PHEP) Cooperative Agreement F. Awarding Official Contact Information: TBD G. Total Amount of Federal Funds Awarded to System Agency: TBD H. Amount of Funds Awarded to Grantee: $240,003.00 L Identification of Whether the Award is for Research and Development: No XI.CONTRACT DOCUMENTS The following documents are incorporated by reference and made a part of this Grant Agreement for all purposes. ATTACHMENT A—FY2024 STATEMENT OF WORK ATTACHMENT A-1 -SUPPLEMENTAL GRANT GUIDANCE ATTACHMENT B—FY2024 BUDGET ATTACHMENT C—FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE ATTACHMENT D—HHS CONTRACT AFFIRMATIONS-V.2.2(MAY 2022) ATTACHMENT E—HHS UNIFORM TERMS AND CONDITIONS—GRANT V.3.2 (JULY 2022) ATTACHMENT F—HHS DATA USE AGREEMENT ATTACHMENT F-1—DATA USE AGREEMENT-SECURITY AND PRIVACY INQUIRY ATTACHMENT G—ADDITIONAL PROVISIONS-GRANT ATTACHMENT H—FEDERAL ASSURANCES—V. 1.1 ATTACHMENT I—CERTIFICATION REGARDING LOBBYING ATTACHMENT J—FFATA CERTIFICATION FORM ATTACHMENT K—WORK PLAN In the event of conflict, ambiguity or inconsistency between the terms and conditions set forth in the documents that comprise this Grant Agreement,the controlling documents shall be this Signature Document, the remaining documents in the following order of precedence: ATTACHMENT F—HHS DATA USE AGREEMENT ATTACHMENT F-1-DATA USE AGREEMENT-SECURITY AND PRIVACY INQUIRY ATTACHMENT A—FY2024 STATEMENT OF WORK ATTACHMENT C—FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE ATTACHMENT K—WORK PLAN ATTACHMENT E—HHS UNIFORM TERMS AND CONDITIONS—GRANT V.3.2 (JULY 2022) ATTACHMENT D—HHS CONTRACT AFFIRMATIONS-V.2.2(MAY 2022) ATTACHMENT G—ADDITIONAL PROVISIONS-GRANT ATTACHMENT A-1 -SUPPLEMENTAL GRANT GUIDANCE ATTACHMENT B—FY2024 BUDGET ATTACHMENT H—FEDERAL ASSURANCES—V. 1.1 ATTACHMENT I—CERTIFICATION REGARDING LOBBYING ATTACHMENT J—FFATA CERTIFICATION FORM System Agency Grant Agreement,Contract#HHS001311200033 Page 4 of 6 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E XII. SIGNATURE 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. Any services or work performed by Grantee before this Grant Agreement is effective or after it ceases to be effective are performed at the sole risk of Grantee. SIGNATURE PAGE FOLLOWS System Agency Grant Agreement,Contract#HHS001311200033 Page 5 of 6 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E SIGNATURE PAGE FOR SYSTEM AGENCY GRAN T AGREEMENT, CONTRACT No.HHS001311200033 DEPARTMENT OF STATE HEALTH CORPUS CHRISTI-NUECES COUNTY SERVICES PUBLIC HEALTH DISTRICT(CITY) Signature Signature Printed Name: Printed Name:Fauzia Khan Title: Title: Public Health Director Date of Signature: Date of Signature: System Agency Grant Agreement,Contract#HHS001311200033 Page 6 of 6 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023,through June 30,2024 I. GRANTEE RESPONSIBILITIES Grantee shall: A. Perform activities in support of the Public Health Emergency Preparedness ("PHEP") Cooperative Agreement between the Centers for Disease Control and Prevention("CDC")and the Department of State Health Services ("System Agency") to advance public health emergency preparedness. B. Perform the activities required under this Contract in the following cities, counties or groups of counties: Nueces (Grantee's "Jurisdiction"). C. Provide System Agency with situational awareness data generated through interoperable networks of electronic data systems. D. Coordinate with System Agency program staff to develop a preparedness activity plan for Grantee's jurisdiction. At minimum, Grantee shall ensure at least three of the following public health emergency preparedness capabilities are achieved on an annual basis: 1. Capability 1 — Community preparedness is the ability of communities to prepare for, withstand, and recover from public health incidents in both the short- and long-term. 2. Capability 2—Community recovery is the ability of communities to identify critical assets, facilities, and other services within public health, emergency management, health care, human services, mental/behavioral health, and environmental health sectors that can guide and prioritize recovery operations. 3. Capability 3 — Emergency operations coordination is the ability to coordinate with emergency management and to direct and support an incident or event with public health or health care implications by establishing a standardized, scalable system of oversight, organization, and supervision that is consistent with jurisdictional standards and practices and the National Incident Management System ("NIMS"). 4. Capability 4 — Emergency public information and warning is the ability to develop, coordinate, and disseminate information, alerts, warnings, and notifications to the public and incident management personnel. 5. Capability 5 — Fatality management is the ability to coordinate with partner organizations and agencies to provide fatality management services to ensure the proper recovery and preservation of remains; identification of the deceased; determination of cause and manner of death;release of remains to an authorized individual; and provision of mental/behavioral health assistance for the grieving. The role also may include supporting activities for the identification, collection, documentation, retrieval, and transportation of human remains, personal effects, and evidence to the examination location or incident morgue. 6. Capability 6 — Information sharing is the ability to conduct multijurisdictional and multidisciplinary exchange of health-related information and situational awareness data among federal, state, local, tribal, and territorial levels of government and the private sector. This capability includes the routine sharing of information as well as issuing of public health alerts to all levels of government and the private sector in preparation for and System Agency Contract No. HHS001311200033 Page 1 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023,through June 30,2024 in response to events or incidents of public health significance. 7. Capability 7 — Mass care is the ability of public health agencies to coordinate with and support partner agencies to address, within a congregate location (excluding shelter-in- place locations), the public health, health care, mental/behavioral health, and human services needs of those impacted by an incident. This capability includes coordinating ongoing surveillance and public health assessments to ensure that health needs continue to be met as the incident evolves. 8. Capability 8 — Medical countermeasure dispensing and administration is the ability to provide medical countermeasures to targeted population(s)to prevent, mitigate, or treat the adverse health effects of a public health incident, according to public health guidelines. This capability focuses on dispensing and administering medical countermeasures, such as vaccines, antiviral drugs, antibiotics, and antitoxins. 9. Capability 9 — Medical materiel management and distribution is the ability to acquire, manage, transport, and track medical materiel during a public health incident or event and the ability to recover and account for unused medical materiel, such as pharmaceuticals, vaccines, gloves, masks, ventilators, or medical equipment after an incident. 10. Capability 10 — Medical surge is the ability to provide adequate medical evaluation and care during events that exceed the limits of the normal medical infrastructure of an affected community. It encompasses the ability of the health care system to endure a hazard impact, maintain or rapidly recover operations that were compromised, and support the delivery of medical care and associated public health services, including disease surveillance, epidemiological inquiry, laboratory diagnostic services, and environmental health assessments. 11. Capability 11 —Nonpharmaceutical interventions are actions that people and communities can take to help slow the spread of illness or reduce the adverse impact of public health emergencies. This capability focuses on communities, community partners, and stakeholders recommending and implementing nonpharmaceutical interventions in response to the needs of an incident, event,or threat.Nonpharmaceutical interventions may include isolation; quarantine; restrictions on movement and travel advisories or warnings; social distancing; external decontamination; hygiene; and precautionary protective behaviors. 12. Capability 12 — Public health laboratory testing is the ability to implement and perform methods to detect, characterize, and confirm public health threats. It also includes the ability to report timely data,provide investigative support, and use partnerships to address actual or potential exposure to threat agents in multiple matrices, including clinical specimens and food, water, and other environmental samples. This capability supports passive and active surveillance when preparing for, responding to, and recovering from biological, chemical, and radiological (if a Radiological Laboratory Response Network is established)public health threats and emergencies. 13. Capability 13 —Public health surveillance and epidemiological investigation is the ability to create, maintain, support, and strengthen routine surveillance and detection systems and epidemiological investigation processes.It also includes the ability to expand these systems and processes in response to incidents of public health significance. 14. Capability 14—Responder safety and health is the ability to protect public health and other emergency responders during pre-deployment, deployment, and post-deployment. System Agency Contract No. HHS001311200033 Page 2 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023,through June 30,2024 15. Capability 15 — Volunteer management is the ability to coordinate with emergency management and partner agencies to identify, recruit, register, verify, train, and engage volunteers to support the jurisdictional public health agency's preparedness, response, and recovery activities during pre-deployment, deployment, and post-deployment. E. In the event of a local, state, or federal emergency, utilize approximately five percent(5%) of the Grantee's staff's time supporting this Contract for response efforts. System Agency will reimburse Grantee up to five percent of the total Contract award for personnel costs in responding to an emergency event. Grantee shall maintain records to document the personnel time spent on response efforts for audit purposes. Within five (5) calendar days of the onset of the emergency, Grantee shall notify the assigned System Agency Contract Representative as identified in the Signature Document in writing of its implementation of this provision. F. In the event of a public health emergency involving a portion of the state;mobilize and dispatch staff or equipment purchased with funds from previous PHEP cooperative agreements, and not currently performing clritical duties in the jurisdiction served, to the affected area of the state upon receipt of a written request from System Agency. G. Coordinate activities and response plans within Grantee's jurisdiction with the state, regional, and other local jurisdictions, among local agencies, and with hospitals and major health care entities,jurisdictional Metropolitan Medical Response Systems, and Councils of Government. H. Inform System Agency in writing if Grantee will not continue performance under this Contract within thirty (30) days of receipt of System Agency's notification of an amended standard(s) or guideline(s). System Agency may terminate this Contract immediately or within a reasonable period of time as determined by System Agency. L Develop,implement, and maintain a timekeeping system for accurately documenting staff time and salary expenditures for all staff funded through this Contract, including partial full-time employees and temporary staff. J. Have plans,processes, and training in place to meet NIMS compliance requirements. K. When using volunteers during the Contract term, designate a Texas Disaster Volunteer Registry ("TDVR") State Emergency System for the Advanced Registration of Volunteer Health Professionals ("ESAR-VHP") System Administrator, participate in required administrator trainings, and utilize the system to identify volunteers. L. To ensure consistency and coordination of requirements at the local level and eliminate duplication of effort between the various domestic preparedness funding sources in the state, the Grantee shall coordinate all planning,training and exercises performed under this Contract with other Local Health Entities, Texas Division of Emergency Management ("TDEM"), or other points of contact at the discretion of System Agency. M. Coordinate all risk communication activities with System Agency Communications Unit by using System Agency's core messages posted on the System Agency website and submitting System Agency Contract No. HHS001311200033 Page 3 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023,through June 30,2024 copies of draft risk communication materials to System Agency for coordination prior to dissemination. N. Work with the Regional Health Care Coalition to develop comprehensive preparedness strategies. Plans shall be submitted to System Agency via the Operational Readiness Review. O. Incorporate Access and Functional Needs ("AFN") partners in an annual PHEP exercise. Local jurisdictions can fulfill this requirement by incorporating at least one AFN partner in a tabletop, a functional, or a full-scale exercise, or during an incident or public health event in which the AFN partner participates. P. Designate a member of the PHEP program to attend two regional healthcare coalition meetings during the Contract term. II. REPORTING REQUIREMENTS Grantee shall: A. Complete and submit the programmatic reports outlined in ATTACHMENT C,FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE and as needed to satisfy the information-sharing requirements set forth in Texas Government Code, Sections 421.071 and 421.072(b)and(c). Grantee shall provide System Agency with other reports,including financial reports, that System Agency determines necessary to accomplish the objectives of this Contract and to monitor compliance. B. Submit the Vulnerable Populations Plan to the Department of State Health Services ("DSHS") Center for Health Emergency Preparedness and Response ("CHEPR") according to the established due date and submission method outlined in ATTACHMENT C, FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE. C. Prepare and submit a Work Plan with a Budget to System Agency. The Work Plan will be attached to and incorporated into the Contract as ATTACHMENT K. Revisions to the approved Work Plan are subject to System Agency prior written approval. D. Prepare and submit a current Integrated Preparedness Plan ("IPP"), which must include at least four years of progressive exercise,planning and training to System Agency according to the due date and submission method outlined in ATTACHMENT C, FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE. The IPP must be based on the results of the Grantee's training needs assessment and the evaluations of previous exercises and responses, including the AAR submitted in Section II. F of this document. The IPP must include a description of: 1. The proposed location, month(s), and year(s) of future exercise(s); 2. The type of future exercise(s)that will take place; and 3. The expected departmental participants and partner organizations. System Agency Contract No. HHS001311200033 Page 4 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023,through June 30,2024 E. Submit documentation of AFN participation according to the due date and submission method outlined in ATTACHMENT C, FY2024 PREP CONTRACTUAL REQUIREMENTS SCHEDULE. F. Prepare and submit an After-Action Review/Improvement Plan("AAR/IP") for the annual PHEP exercise with Access and Functional Needs. All AAR/IPs must be submitted to System Agency within 60 calendar days, or 120 calendar days of a Real-World Incident ("RWP'), of the completion of the exercise/response according to the due date and submission method outlined in ATTACHMENT C, FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE. G. Complete and submit specific forms identified by the System Agency from the Operational Readiness Review("ORR")to System Agency by uploading supporting documentation to System Agency according to the due date and submission method outlined in ATTACHMENT C,FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE. H. Prepare and submit a Programmatic Mid-Year and End-of-Year Performance Report to System Agency according to the due date and submission method outlined in ATTACHMENT C,FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE. L Submit evidence of attendance at two regional healthcare coalition meetings during the Contract term according to the due date and submission method outlined in ATTACHMENT C,FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE. J. Submit a Financial Status Report (FSR) in accordance with the due dates and submission methods outlined in ATTACHMENT C, FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE. The first FSR(for the period July 1, 2023,through December 31, 2023)is due by January 31, 2024. The second FSR (for the period January 1, 2024, through June 30, 2024) is due by August 15, 2024. Grantee shall electronically submit Financial Status Reports (FSR) to invoices2dshs.texas.gov and FSRGrants2dshs.texas.gov, with a copy to the assigned System Agency Contract Representative identified in the Signature Document. K. If System Agency determines Grantee needs to submit reports by mail or fax, Grantee shall send the required information to one of the following: 1. For submission by mail, use address below: Department of State Health Services Claims Processing Unit P.O. Box 149347 Austin, TX 78714-9347 2. For submission by fax, use number below: (512)458-7442 System Agency Contract No. HHS001311200033 Page 5 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023,through June 30,2024 L. Immediately notify System Agency in writing if Grantee is legally prohibited from providing any report required under this Contract. III. RULES Grantee shall: A. Comply with all applicable federal and state laws, rules, and regulations, as amended, including, but not limited to, the following: 1. Texas Government Code Chapter 418 (§418.074); 2. Public Law 109-417, Pandemic and All-Hazards Preparedness and Advancing Innovation Act("PAHPAI"); 3. Texas Health and Safety Code Chapter 81; and 4. Section 319C-1 of the Public Health Service (PHS) Act (47 USC § 247d-3a), as amended. IV. PERFORMANCE MEASURES A. System Agency will monitor the Grantee's performance of the requirements in this Statement of Work and compliance with the Contract's terms and conditions. B. Grantee must adhere to PHEP reporting deadlines and the capability to receive, stage, store, distribute, and dispense materiel during a public health emergency. Failure to meet these requirements may result in System Agency withholding a portion of the current fiscal year PHEP base award. C. Upon request by System Agency, Grantee shall reasonably revise any performance measure to System Agency's satisfaction and in accordance with the requirements set forth in this Contract. V. INVOICE AND PAYMENT A. Grantee shall request monthly payments by the 30th day following the service month using the State of Texas Purchase Vouchers (Form B-13 and Form B-13A) at http://www.dshs.texas.gov/grants/forms.shtm. System Agency will issue reimbursement payments to Grantee on a monthly basis for reported actual cash disbursements which are supported by adequate documentation. Invoice approval and payment is contingent upon receipt of adequate supporting documentation and submitting acceptable supporting documentation by electronic mail to invoices2dshs.texas.gov and CMSInvoicesgdshs.texas.gov, with a copy to the assigned—System Agency Contract Representative identified in the Signature Document. At a minimum, every invoice should include: 1. Grantee name, address, email address, vendor identification number and telephone System Agency Contract No. HHS001311200033 Page 6 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A FY2024 STATEMENT OF WORK July 1,2023,through June 30,2024 number; 2. DSHS Contract or Purchase Order number; 3. Identification of service(s)provided; 4. The total invoice amount; and 5. Any additional supporting documentation which is required by this Statement of Work or as requested by System Agency. B. Grantee shall electronically submit all invoices with supporting documentation to invoicesgdshs.texas.gov and CMSInvoicesgdshs.texas.gov and a copy to the assigned System Agency Contract Representative identified in the Signature Document. Alternative submission arrangements must be approved by the assigned System Agency Contract Representative identified in the Signature Document. C. System Agency will pay Grantee monthly on a cost reimbursement basis. System Agency will reimburse Grantee only for allowable and reported expenses incurred within the grant term. System Agency Contract No. HHS001311200033 Page 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT A- 1 PUBLIC HEALTH EMERGENCY PREPAREDNESS COOPERATIVE AGREEMENT (PHEP) GRANT GUIDANCE The Assistance Listing Number (ALN) for the PHEP is 93.069, and the award period is July 1, 2023 through June 30, 2024. As a subrecipient of the PHEP Grant, Grantee must adhere to each of the following requirements: L PHEP GRANT A. Grantee may not use funds for research, clinical care,fundraising activities or lobbying, construction or major renovations, reimbursement of pre-award costs, to supplant existing state or federal funds for activities, payment or reimbursement of backfilling costs for staff, purchase of vehicles of any kind, uniforms, buildings or real property, or funding an award to another party or provider who is ineligible. B. None of the funds made available under this Contract may be used to promote or advocate the legalization or practice of prostitution or sex trafficking. Nothing in the preceding sentence shall be construed to preclude the provision to individuals of palliative care, treatment, or post-exposure pharmaceutical prophylaxis, and necessary pharmaceuticals and commodities, including test kits, condoms, and, when proven effective, microbicides. C. Grantee must initiate the purchase of all equipment approved in writing 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 equipment must be submitted to the assigned System Agency Contract Manager. D. Grantee must maintain an inventory of equipment, supplies defined as Controlled Assets, and real property. Grantee shall submit an annual cumulative report of the equipment and other property on HHS System Agency Grantee's Property Inventory Report (Form GC-11) according to the due dates and submission methods outlined in ATTACHMENT C, FY2024 REQUIREMENTS SCHEDULE. Controlled Assets include firearms,regardless of the acquisition cost, and the following 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, and medical and laboratory equipment. Controlled Assets are considered Supplies in the categorical budget. E. At the expiration or termination of this Contract for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to System Agency. Title may be also transferred to another party at the sole discretion of System Agency. System Agency may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Grantee. System Agency Grant Agreement,Contract#HHS001311200033 Page 1 of 3 11115 Signature Document-Grantee v 3.0 Effective:October 2021 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E F. Grantee shall not use System Agency funds to lease buildings or real property without prior written approval from System Agency. G. System Agency reserves the right to redirect funds in the event of financial shortfalls. System Agency will monitor Grantee's expenditures on a biannual basis. If expenditures are below that projected in Grantee's total Contract amount, Grantee's budget may be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety (90) days may result in a decrease in funds. H. Grantee may request a one-time working capital advance not to exceed twelve percent (12%) of the total amount of the Contract. All advances must be expended by the end of the Contract term. Advances not expended by the end of the Contract term must be refunded to System Agency. System Agency may require Grantee to repay all or part of advance funds at any time during the Contract's term. However, if the advance has not been repaid prior to the last three months of the Contract term, the Grantee must deduct at least one-third of the remaining advance from each of the last three months' reimbursement requests. If the advance is not repaid prior to the last three months of the Contract term, System Agency will reduce the reimbursement request by one-third of the remaining balance of the advance. IL MATCHING FUNDS A. Grantee shall match funds awarded under this Contract with costs or third-party contributions that are not paid by the federal government under another award, except where authorized by federal statute to be used for cost-sharing or matching. The non- federal contributions ("match") may be provided directly or through donations from public or private entities and may be in cash or in-kind donations, fairly evaluated, including plant, equipment, or services. The costs that the Grantee incurs in fulfilling the matching or cost-sharing requirement are subject to the same requirements, including the cost principles, that are applicable to the use of federal funds, including prior approval requirements and other rules for allowable costs as described in 45 CFR 74.23 and 45 CFR 92.24, as amended. B. Grantee shall provide matching funds in the amount of ten percent(10%) of the DSHS Direct Costs and Indirect Costs amount as set forth in ATTACHMENT B, FY2024 BUDGET. Cash match is defined as an expenditure of cash by the Grantee on allowable costs of this Contract that are borne by the Grantee. In-kind match is defined as the dollar value of non-cash contributions by a third party given in goods, commodities, or services that are used in activities that benefit this Contract's project and that are contributed by non-federal third parties without charge to the Grantee. The criteria for match must: 1. Be an allowable cost under the applicable federal cost principle; 2. Be necessary and reasonable for the efficient accomplishment of project or program objectives; System Agency Grant Agreement,Contract#HHS001311200033 Page 2 of 3 11115 Signature Document-Grantee v 3.0 Effective:October 2021 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 3. Be verifiable within the Grantee's (or subgrantee's)records; 4. Be documented, including methods and sources, in the approved budget (applies only to cost reimbursement contracts); 5. Not be included as contributions toward any other federally-assisted project or program (match can count only once); 6. Not be paid by the federal government under another award, except where authorized by federal statute to be used for cost-sharing or match; 7. Conform to other provisions of governing circulars/statutes/regulations as applicable for the Contract; 8. Be adequately documented; 9. Follow procedures for generally accepted accounting practices as well as meet audit requirements; and 10. Value the in-kind contributions reported and be supported by documentation reflecting the use of goods and/or services during the Contract term. III. AUDIT REQUIREMENTS Grantee shall adhere to the following requirements: 1. If Grantee expends $750,000.00 or more in federal financial assistance during the program's fiscal year, an independent financial and compliance audit must be completed by a Certified Public Accounting firm in accordance with 2 CFR 200 (Uniform Grant Guidance). Grantee must submit two (2) copies of the audit report to the Texas Health and Human Services Commission within thirty (30) calendar days of receipt of the audit reports required by the Independent Single or Program- Specific Audit section of Attachment E, HHS Uniform Terms and Conditions- Grant v.3.2 (July 2022). (See Article IV,Section 4.2.) Grantee must submit one (1) copy of these documents electronically via https://hhsportal.hhs.state.tx.us/heartwebextrSau as described in instructions that the Texas Health and Human Services Commission shall provide. 2. If the Certified Public Accounting firm's audit report includes findings or questioned costs, Grantee must submit updates on the implementation of the corrective action plan to the Texas Health and Human Services Commission at Single_Audit_Report2hhs.texas.gov no later than the date designated by the Texas Health and Human Services Commission. 3. Grantee must retain records to support expenditures and make those records available for review or audit by appropriate officials of the awarding agency, the General Accountability Office and/or their representatives. System Agency Grant Agreement,Contract#HHS001311200033 Page 3 of 3 11115 Signature Document-Grantee v 3.0 Effective:October 2021 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT B FY2024 Budget July 1,2023,through June 30,2024 A. Funding Source: Federal B. Compliance with the following Grant requirements is required: 1. Grant Technical Assistance Guide located at System Agency website: haps://hhs.texas.gov/doing-business-hhs/_rg ants; 2. Texas Grant Management Standards 3. 2 C.F.R. Part 200 C. System Agency total reimbursement for the grant term will not exceed $264,003.00 for the period July 1, 2023 through June 30,2024. Grantee is required to provide a match amount of 10% of the total grant award. All expenditures under this Grant Agreement shall be in accordance with the following cost categories: Budget Categories DSHS Funding Personnel $171,729.00 Fringe Benefits $67,713.00 Travel $561.00 Equipment $0.00 Supplies $0.00 Contractual $0.00 Other $0.00 Sum of DSHS Direct Costs $240,003.00 Indirect Costs $0.00 Sum of DSHS Direct Costs and Indirect Costs $240,003.00 Plus Required Match(Cash or In- $24 000.00 Kind) Total Contract Amount $264,003.00 D. Cost Reimbursement Budget: 1. Grantee's approved cost reimbursement budget documents all approved and allowable expenditures. 2. Grantee shall only utilize the funding for approved and allowable costs. If Grantee requests to utilize funds for an expense not documented on the approved cost reimbursement budget, Grantee shall notify System Agency assigned contract manager, in writing, and request approval prior to utilizing the funds. System Agency shall provide written notification if the requested expense is approved. 3. If needed, Grantee may revise the System Agency-approved cost reimbursement budget. Revision requirements are as follows: DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT B FY2024 Budget July 1,2023,through June 30,2024 a. System Agency approves Grantee's transfer of up to twenty-five (25) percent of funds from budgeted direct cost categories only, excluding the "Equipment" category. Budget revisions exceeding twenty-five(25)percent requirement require System Agency's written approval. b. Grantee may request revisions to the approved annual cost reimbursement budget direct cost categories that exceed the twenty-five (25) percent requirement, excluding "Equipment" and "Indirect Cost" categories, by submitting a written request to the System Agency assigned contract manager. This change will require a formal contract amendment. System Agency will amend the Contract if Grantee's revision request is approved. Grantee's budget revision is not authorized, and funds cannot be utilized until the contract amendment is executed. c. Grantee may revise the annual cost reimbursement budget "Equipment" and/or "Indirect Cost" categories, however a formal contract amendment is required. Grantee shall submit to the System Agency assigned contract manager a written request to revise the budget,which includes a justification for the revisions. System Agency will amend the Contract if Grantee's revision request is approved. Grantee's budget revision is not authorized, and funds cannot be utilized until the contract amendment is executed. DocuSign Envelope ID:1B6A2423-O24B-4OOF-B3OE-58386DC55F9E ATTACHMENT C-FY2024 PHEP CONTRACTUAL REQUIREMENTS SCHEDULE MONTH DAY CONTRACTUAL REQUIREMENT SUBMIT TO: 2023 July 1 Start of new FY24 contract year August 31 July B-13 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov July Support Documentation September 30 August B-13 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov August Support Documentation 16 FY24 Vulnerable Populations Work Plan DSHS CHEPR Extemal Sharepoint Site 16 Contractor's Property Inventory Report(GC-11) PHEP@dshs.texas.gov and Assigned Contract Manager October 2425 HPP PHEP Joint Meetings-Tentative Date Norris Conference Center 31 September B-13 Invoices@dshs.--s.gov and invoices@dshs.texas.gov September Support Documentation November 30 October B-13 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov October Support Documentation December 26 November B-13 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov November Support Documentation 2024 December B-13 January 31 December Support Documentation Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov 1st Biannual FSR FSRGmnts@dshs.texas.gov and invoices@ds hs.texas.gov Programmatic Mid-Year Performance Report DSHS CHEPR External SharePoint Site February 28 January B-13 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov January Support Documentation February B-13 March 31 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov February Support Documentation 2324 HPP PHEP Joint Meetings-Tentative Date JNorris Conference Center April March B-13 30 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov March Support Documentation 1 Integrated Preparedness Plan(IPP)SchedulelPlan DSHS CHEPR Extemal SharePoint Site May 31 April B-13 Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov April Support Documentation May B-13 May Support Documentation Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov June 30 Submit proof of attendance of two(2)regional healthcare coalition meetings from the contract period DSHS CHEPR Extemal SharePoint Site Annual PHEP Exercise with Access and Functional Needs(AFN)Partners DSHS CHEPR Extemal SharePoint Site July 1 Start of new FY25 contract year June B-13(Final) June Support Documentation(Final) Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov August 15 2nd Biannual FSR FSRGmnts@dshs.texas.gov and invoices@ds hs.texas.gov 4th Quarter B-13A(Final) Invoices@dshs.texas.gov and CMSlnvoices@dshs.texas.gov Programmatic End-of-Year Performance Report DSHS CHEPR Extemal SharePoint Site NONSPECIFIC DATE DEADLINES Performance Measures due to DSHS in a format specified by DSHS pending release of the report template from CDC. DSHS CHEPR External SharePoint Site Complete and submit the Operational Readiness Review(ORR)and all supporting documentation twenty(20)business days prior to the review in a format specified by DSHS.[DCIPHER for CRI and a Word Document for Non.CRI jurisdictions[-Most forms are waived.Workforce Development and Training(WDT)and Access and Functional Needs(AFN)forms will be used to evaluate the PHEPAnnual Exercise and the DSHS External CHEPR SharePoint Site IPP. DSHS may add contractual requirements and revise reporting due dates in this FY2024 PHEP Contractual Reporting Schedule to comply with modifications made to the grant award by the CDC. DSHS will notify Grantee of these modifications through a Technical Guidance Letter. PHEP Inbox-phep@dshs.texas.gov Preparedness Exercise Inbox-Preparednessexercise@dshs.texas.gov Attachment C-FY2024 PHEP Contractual Requirements Schedule DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E HEALTH AND HUMAN SERVICES Contract: HHS001311200033 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.2.2 Effective May 2022 Page 1 of 13 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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.2.2 Effective May 2022 Page 2 of 13 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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. If the certification is shown to be false, Contractor may be liable for additional costs and damages set out in 231.006(f). 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.2.2 Effective May 2022 Page 3 of 13 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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.2.2 Effective May 2022 Page 4 of 13 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 e 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.2.2 Effective May 2022 Page 5 of 13 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E • 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.2.2 Effective May 2022 Page 6 of 13 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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.2.2 Effective May 2022 Page 7 of 13 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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.2.2 Effective May 2022 Page 8 of 13 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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.2.2 Effective May 2022 Page 9 of 13 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 44. Cloud Computing State Risk and Authorization Management Program (TX-RAMP) 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.2.2 Effective May 2022 Page 10 of 13 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. Health and Human Services Contract Affirmations v.2.2 Effective May 2022 Page 11 of 13 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 55. 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). 56. 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.2.2 Effective May 2022 Page 12 of 13 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 Fauzia Khan Public Health Director 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.2.2 Effective May 2022 Page 13 of 13 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Attachment E TEXASHealth and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.2 Published and Effective — July 2022 Responsible Office: Chief Counsel DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 3.2 Effective July 2022 Page 2 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 PROINIPT 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............................................................................................ 11 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 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 3.2 Effective July 2022 Page 3 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 AGREEINIENTS WITH EMPLOYEES AND SUBCONTRACTORS ............................... 14 6.5 DELIVERY UPON TERMINATION OR EXPIRATION.............................................. 15 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...................................................................................................................... 19 9.1 REMEDIES............................................................................................................ 19 9.2 TERINIINATION FOR CONVENIENCE .................................................................... 19 9.3 TERINIINATION 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 INDEININITY......................................................................................... 21 10.2 INTELLECTUAL PROPERTY................................................................................. 21 10.3 ADDITIONAL INDEININITY PROVISIONS............................................................... 22 ARTICLE XI. GENERAL PROVISIONS......................................................................22 11.1 AMENDMENTS..................................................................................................... 22 11.2 NO QUANTITY GUARANTEES.............................................................................. 22 HHS Uniform Terms and Conditions—Grant v 3.2 Effective July 2022 Page 4 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 11.3 CHILD ABUSE REPORTING REQUIREMENTS...................................................... 22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS.......................................................................... 23 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 PERINHTTING 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 ............................................................... 26 11.16 FUNDING DISCLAIMERS AND LABELING............................................................ 26 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 3.2 Effective July 2022 Page 5 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 Seivices 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; ill. 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.3.2 Effective July 2022 Page 6 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E "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 mustperform 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.3.2 Effective July 2022 Page 7 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (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.3.2 Effective July 2022 Page 8 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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.ci2a.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.3.2 Effective July 2022 Page 9 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 10 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E B. "Overpayments" as used in this Section include payments (i)made by the System 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. ill. 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 1 1 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E threshold amount includes federal funds passed through by way of state agency awards. 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: t. HHS portal at haps://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single audit re 2ortLhhsc.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 haps://hhsportal.hhs.state.tx.us/heartwebextr/hhseSau; or, ii. Email to: single audit report(ahhsc.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, HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 12 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 13 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 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. HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 14 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 15 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 16 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 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 ofthis 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 17 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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. 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 RESPONSEXOMPLIANCE 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 18 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES 9.1 REINIEDIES 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, including, but not limited to the following: i. temporarily withholding cash disbursements or reimbursements pending correction of the deficiency; it. 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 TERINIINATION 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: HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 19 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 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 responsibleto 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 20 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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. 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 OR 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; ii ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR R 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 21 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE UNDER THE GRANT AGREEMENT. 10.3 ADDITIONAL INDEININITY 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 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 use the Texas Abuse Hotline Website located at https://www.txabusehotline.org/Login/Default.gvx as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 22 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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; 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, HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 23 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 24 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party'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. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 25 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 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 HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 26 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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. 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 PROGRAINI 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 HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 27 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 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: haps://hhs.texas.gov/about-bbs/_ oughts/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. 51 st 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 Office of Data, Analytics, and Performance. 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 28 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 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.3.2 Effective July 2022 Page 29 of 29 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT F 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: 1 B6A2423-0248-400E-B30E-58386DC55F9E (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 "PHP'); (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 information; (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: 1 B6A2423-0248-400E-B30E-58386DC55F9E a manner that is not expressly an Authorized Purpose under this DUA or as Required by 45 CFR 164.502(b)(1);45 CFR 164.514(d) (B) Except as Required by L 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.ER. 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. (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.ER. 164.308(a)(1)(h)(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. CONTRACTOR 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 (h) 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 with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii); 164.504(e)(1)(i) and(2). HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 3 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (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 CONTRACTOR 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 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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 4 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 L provided that CONTRACTOR 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 I 64.504(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 Destroye or sent to HHS, and that CONTRACTOR 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, CONTRACTOR 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)(J (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably anticipated HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 5 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 I . 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); I 64.530(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). (U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 6 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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)(1). (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; • The Privacy Act of 1974; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 7 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E • 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. (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. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 8 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (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); (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; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 9 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (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); 0) 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 (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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 10 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 final 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. (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. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 11 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (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. (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 12 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (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 Destroye 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 (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 HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 13 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 CONTRACTOR'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 enforced. If any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)October 23,2019 Page 14 of 15 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 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 Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E TEXAS Texas HHS System - Data Use Agreement -Attachment 2 Health and Human SECURITY AND PRIVACY INQUIRY(SPI) Services If you are a bidder for a new procurement/contract, in order to participate in the bidding process,you must have corrected any"No" responses(except Aga)prior to the contract award date. If you are an applicant for an open enrollment,you must have corrected any"No" answers(except Aga and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except Aga and A11),an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A: APPLICANT/BIDDER INFORMATION (To be completed by Applicant/Bidder) 1. Does the applicant/bidder access, create, disclose, receive, transmit, maintain, or store Texas Q Yes HHS Confidential Information in electronic systems (e.g., laptop, personal use computer, 0 No mobile device, database, server, etc.)? IF NO, STOP. THE SPI FORM IS NOT REQUIRED. 2. Entity or Applicant/Bidder Legal Name Legal Name: Legal Entity Tax Identification Number (TIN) (Last Four Numbers Only): Procurement/Contract#: Address: City: State: ZIP: Telephone #: Email Address: 3. Number of Employees, at all locations, in Total Employees: Applicant/Bidder's Workforce "Workforce"means all employees,volunteers,trainees,and other Persons whose conduct is under the direct control of Applicant/Bidder,whether or not they are paid by Applicant/ Bidder. If Applicant/Bidder is a sole proprietor,the workforce may be only one employee. 4. Number of Subcontractors Total Subcontractors: (if Applicant/Bidder will not use subcontractors,enter"0") S. Name of Information Technology Security Official A. Security Official: and Name of Privacy Official for Applicant/Bidder Legal Name: (Privacy and Security Official may be the same person.) Address: City: State: ZIP: Telephone #: Email Address: B. Privacy Official: Legal Name: Address: City: State: ZIP: Telephone #: Email Address: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 1 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 6. Type(s)of Texas HHS Confidential Information the HIPAA CJIS IRS FTI CMS SSA PH Applicant/Bidder will create, receive, maintain, use, ❑ ❑ ❑ ❑ ❑ ❑ disclose or have access to: (Check all that apply) Other (Please List) •Health Insurance Portability and Accountability Act(HIPAA)data •Criminal Justice Information Services(CJIS)data •Internal Revenue Service Federal Tax Information(IRS FTI)data •Centers for Medicare&Medicaid Services(CMS) •Social Security Administration(SSA) •Personally Identifiable Information(PII) 7. Number of Storage Devices for Texas HHS Confidential Information (as defined in the Total # Texas HHS System Data Use Agreement (DUA)) (Sum a-d) Cloud Services involve using a network of remote servers hosted on the Internet to store, 0 manage, and process data, rather than a local server or a personal computer. A Data Center is a centralized repository, either physical or virtual,for the storage, management,and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. a. Devices. Number of personal user computers, devices or drives, including mobile devices and mobile drives. b. Servers. Number of Servers that are not in a data center or using Cloud Services. c. Cloud Services. Number of Cloud Services in use. d. Data Centers. Number of Data Centers in use. 8. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to Select Option handle Texas HHS Confidential Information during one year: (a-d) a. 499 individuals or less 0 a. b. 500 to 999 individuals 0 b. c. 1,000 to 99,999 individuals 0 C. d. 100,000 individuals or more 0 d. 9. HIPAA Business Associate Agreement a. Will Applicant/Bidder use, disclose, create, receive, transmit or maintain protected 0 Yes health information on behalf of a HIPAA-covered Texas HHS agency for a HIPAA- 0 No covered function? b. Does Applicant/Bidder have a Privacy Notice prominently displayed on a Webpage or a 0 Yes Public Office of Applicant/Bidder's business open to or that serves the public? (This is a 0 No HIPAA requirement. Answer "N/A" if not applicable, such as for agencies not covered 0 N/A by HIPAA.) Action Plan for Compliance with a Timeline: Compliance Date: 10. Subcontractors. If the Applicant/Bidder responded "0" to Question 4 (indicating no subcontractors), check "N/A" for both 'a.' and 'b.' a. Does Applicant/Bidder require subcontractors to execute the DUA Attachment 1 0 Yes Subcontractor Agreement Form? 0 No 0 N/A Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 2 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E b. Will Applicant/Bidder agree to require subcontractors who will access Confidential Q Yes Information to comply with the terms of the DUA, not disclose any Confidential Q No Information to them until they have agreed in writing to the same safeguards and to Q N/A discontinue their access to the Confidential Information if they fail to comply? Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder have any Optional Insurance currently in place? Q Yes Optional Insurance provides coverage for: (1) Network Security and Privacy;(2) Data Breach;(3)Cyber Q No Liability(lost data,lost use or delay/suspension in business,denial of service with e-business,the Internet, networks and informational assets,such as privacy,intellectual property,virus transmission,extortion, Q N/A sabotage or web activities); (4) Electronic Media Liability; (5)Crime/Theft;(6)Advertising Injury and Personal Injury Liability;and(7)Crisis Management and Notification Expense Coverage. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 3 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E SECTION B: PRIVACY RISK ANALYSIS AND ASSESSMENT(To be completed by Applicant/Bidder) For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. 1. Written Policies & Procedures. Does Applicant/Bidder have current written privacy and Yes or No security policies and procedures that, at a minimum: a. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that identify Authorized Users and Authorized Purposes (as defined in the 0 No DUA) relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: b. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that require Applicant/Bidder and its Workforce to comply with the applicable provisions of HIPAA and other laws referenced in the DUA, relating 0 No to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information on behalf of a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: c. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that limit use or disclosure of Texas HHS Confidential Information to the minimum that is 0 No necessary to fulfill the Authorized Purposes? Action Plan for Compliance with a Timeline: Compliance Date: d. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that respond to an actual or suspected breach of Texas HHS Confidential Information, to 0No include at a minimum (if any responses are "No" check "No" for all three): i. Immediate breach notification to the Texas HHS agency, regulatory authorities, and other required Individuals or Authorities, in accordance with Article 4 of the DUA; ii. Following a documented breach response plan, in accordance with the DUA and applicable law; & iii. Notifying Individuals and Reporting Authorities whose Texas HHS Confidential Information has been breached, as directed by the Texas HHS agency? SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 4 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Action Plan for Compliance with a Timeline: Compliance Date: e. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that conduct annual workforce training and monitoring for and correction of any training delinquencies? No Action Plan for Compliance with a Timeline: Compliance Date: f. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that permit or deny individual rights of access, and amendment or correction, when appropriate? 0 No Action Plan for Compliance with a Timeline: Compliance Date: g. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that permit only Authorized Users with up-to-date privacy and security training, and 0 No with a reasonable and demonstrable need to use, disclose, create, receive, maintain, access or transmit the Texas HHS Confidential Information, to carry out an obligation under the DUA for an Authorized Purpose, unless otherwise approved in writing by a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: h. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that establish, implement and maintain proof of appropriate sanctions against any 0 No Workforce or Subcontractors who fail to comply with an Authorized Purpose or who is not an Authorized User, and used or disclosed Texas HHS Confidential Information in violation of the DUA, the Base Contract or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: i. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that require updates to policies, procedures and plans following major 0 No changes with use or disclosure of Texas HHS Confidential Information within 60 days of identification of a need for update? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page S of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E j. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that restrict permissions or attempts to re-identify or further identify 0 No de-identified Texas HHS Confidential Information, or attempt to contact any Individuals whose records are contained in the Texas HHS Confidential Information, except for an Authorized Purpose, without express written authorization from a Texas HHS agency or as expressly permitted by the Base Contract? Action Plan for Compliance with a Timeline: Compliance Date: k. If Applicant/Bidder intends to use, disclose, create, maintain, store or transmit Texas HHS 0 Yes Confidential Information outside of the United States, will Applicant/Bidder obtain the 0 No express prior written permission from the Texas HHS agency and comply with the Texas HHS agency conditions for safeguarding offshore Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: I. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that require cooperation with Texas HHS agencies' or federal regulatory inspections, 0 No audits or investigations related to compliance with the DUA or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: m. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that require appropriate standards and methods to destroy or dispose of 0 No Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: n. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that prohibit disclosure of Applicant/Bidder's work product done on behalf of Texas HHS 0 No pursuant to the DUA, or to publish Texas HHS Confidential Information without express prior approval of the Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder have a current Workforce training program? 0 Yes Training of Workforce must occur at least once every year,and within 30 days of date of hiring a new 0 No Workforce memberwho will handle Texas HHS Confidential Information.Training must include: (1)privacy and security policies,procedures,plans and applicable requirements for handling Texas HHS Confidential Information, (2) a requirement to complete training before access is given to Texas HHS Confidential Information,and(3)written proof of training and a procedure for monitoring timely completion of training. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 6 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder have Privacy Safeguards to protect Texas HHS Confidential 0 Yes Information in oral, paper and/or electronic form? 0 No "Privacy Safeguards" means protection of Texas HHS Confidential Information by establishing, implementing and maintaining required Administrative, Physical and Technical policies,procedures,processes and controls, required by the DUA, HIPAA(45 CFR 164.530),Social Security Administration, Medicaid and laws,rules or regulations, as applicable.Administrative safeguards include administrative protections, policies and procedures for matters such as training, provision of access,termination,and review of safeguards, incident management,disaster recovery plans, and contract provisions.Technical safeguards include technical protections, policies and procedures,such as passwords, logging,emergencies,how paper is faxed or mailed, and electronic protections such as encryption of data. Physical safeguards include physical protections, policies and procedures,such as locks,keys, physical access, physical storage and trash. Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder and all subcontractors (if applicable) maintain a current list of 0 Yes Authorized Users who have access to Texas HHS Confidential Information, whether oral, 0 No written or electronic? Action Plan for Compliance with a Timeline: Compliance Date: S. Does Applicant/Bidder and all subcontractors (if applicable) monitor for and remove 0 Yes terminated employees or those no longer authorized to handle Texas HHS 0 No Confidential Information from the list of Authorized Users? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 7 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E SECTIOR C: r ARAUYSIS AnD1 • be completed by Applicant/Bidder) This section is about your electronic system. If your business DOES NOT store, access, or No Electronic transmit Texas HHS Confidential Information in electronic systems (e.g., laptop, personal Systems use computer, mobile device, database, server, etc.) select the box to the right, and ❑ "YES" will be entered for all questions in this section. For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related items is 30 calendar days, P11-related items is 90 calendar days. 1. Does the Applicant/Bidder ensure that services which access, create, disclose, receive, 0 Yes transmit, maintain, or store Texas HHS Confidential Information are maintained IN the 0 No United States (no offshoring) unless ALL of the following requirements are met? a. The data is encrypted with FIPS 140-2 validated encryption b. The offshore provider does not have access to the encryption keys c. The Applicant/Bidder maintains the encryption key within the United States d. The Application/Bidder has obtained the express prior written permission of the Texas HHS agency For more information regarding FIPS 140-2 encryption products,please refer to: http://csrc.nist.gov/puhl ications/fips Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder utilize an IT security-knowledgeable person or company to maintain 0 Yes or oversee the configurations of Applicant/Bidder's computing systems and devices? 0 No Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder monitor and manage access to Texas HHS Confidential Information 0 Yes (e.g., a formal process exists for granting access and validating the need for users to access 0 No Texas HHS Confidential Information, and access is limited to Authorized Users)? Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder a) have a system for changing default passwords, b) require user 0 Yes password changes at least every 90 calendar days, and c) prohibit the creation of weak 0 No passwords (e.g., require a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numerals, where possible) for all computer systems that access or store Texas HHS Confidential Information. If yes, upon request must provide evidence such as a screen shot or a system report. Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 8 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 5. Does each member of Applicant/Bidder's Workforce who will use, disclose, create, receive, 0 Yes transmit or maintain Texas HHS Confidential Information have a unique user name 0 No (account) and private password? Action Plan for Compliance with a Timeline: Compliance Date: 6. Does Applicant/Bidder lock the password after a certain number of failed attempts and 0 Yes after 15 minutes of user inactivity in all computing devices that access or store Texas 0 No HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 7. Does Applicant/Bidder secure, manage and encrypt remote access (including wireless 0 Yes access) to computer systems containing Texas HHS Confidential Information? (e.g., a formal 0 No process exists for granting access and validating the need for users to remotely access Texas HHS Confidential Information, and remote access is limited to Authorized Users). Encryption is required for all Texas HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: htto:11csrc.Hist.gov/publications/figs Action Plan for Compliance with a Timeline: Compliance Date: 8. Does Applicant/Bidder implement computer security configurations or settings for all 0 Yes computers and systems that access or store Texas HHS Confidential Information? 0 No (e.g., non-essential features or services have been removed or disabled to reduce the threat of breach and to limit exploitation opportunities for hackers or intruders, etc.) Action Plan for Compliance with a Timeline: Compliance Date: 9. Does Applicant/Bidder secure physical access to computer, paper, or other systems 0 Yes containing Texas HHS Confidential Information from unauthorized personnel and theft 0 No (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area, etc.)? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 9 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 10. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential 0 Yes Information that is transmitted over a public network (e.g., the Internet, WiFi, etc.)? 0 No If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data,Criminal Justice Information Services(CJIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: http://Csrc.nist.pov/publications/fips Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential 0 Yes Information stored on end user devices (e.g., laptops, USBs, tablets, smartphones, external 0 No hard drives, desktops, etc.)? If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all Texas HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act(HIPAA)data, Criminal Justice Information Services(CIIS)data, Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data. For more information regarding FIPS 140-2 encryption products,please refer to: htto://csrcnist.pov/publications/fips Action Plan for Compliance with a Timeline: Compliance Date: 12. Does Applicant/Bidder require Workforce members to formally acknowledge rules outlining 0 Yes their responsibilities for protecting Texas HHS Confidential Information and associated 0 No systems containing HHS Confidential Information before their access is provided? Action Plan for Compliance with a Timeline: Compliance Date: 13. Is Applicant/Bidder willing to perform or submit to a criminal background check on 0 Yes Authorized Users? 0 No Action Plan for Compliance with a Timeline: Compliance Date: 14. Does Applicant/Bidder prohibit the access, creation, disclosure, reception, transmission, 0 Yes maintenance, and storage of Texas HHS Confidential Information with a subcontractor 0 No (e.g., cloud services, social media, etc.) unless Texas HHS has approved the subcontractor agreement which must include compliance and liability clauses with the same requirements as the Applicant/Bidder? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 10 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 15. Does Applicant/Bidder keep current on security updates/patches (including firmware, 0 Yes software and applications) for computing systems that use, disclose, access, create, 0 No transmit, maintain or store Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 16. Do Applicant/Bidder's computing systems that use, disclose, access, create, transmit, 0 Yes maintain or store Texas HHS Confidential Information contain up-to-date anti- 0 No malware and antivirus protection? Action Plan for Compliance with a Timeline: Compliance Date: 17. Does the Applicant/Bidder review system security logs on computing systems that access 0 Yes or store Texas HHS Confidential Information for abnormal activity or security concerns on 0 No a regular basis? Action Plan for Compliance with a Timeline: Compliance Date: 18. Notwithstanding records retention requirements, does Applicant/Bidder's disposal 0 Yes processes for Texas HHS Confidential Information ensure that Texas HHS Confidential 0 No Information is destroyed so that it is unreadable or undecipherable? Action Plan for Compliance with a Timeline: Compliance Date: 19. Does the Applicant/Bidder ensure that all public facing websites and mobile 0 Yes applications containing Texas HHS Confidential Information meet security testing 0 No standards set forth within the Texas Government Code (TGC), Section 2054.516; including requirements for implementing vulnerability and penetration testing and addressing identified vulnerabilities? For more information regarding TGC,Section 2054.516 DATA SECURITY PLAN FOR ONLINE AND MOBILE APPLICATIONS,please refer to: https://leaiscon.com/TX/textlHB8/2017 Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 11 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E SECTION D: SIGNATURE AND SUBMISSION (to be completed by Applicant/Bidder) Please sign the form digitally, if possible. If you can't, provide a handwritten signature. 1. 1 certify that all of the information provided in this form is truthful and correct to the best of my knowledge. If I learn that any such information was not correct, I agree to notify Texas HHS of this immediately. 2. Signature 3.Title 4. Date: Public Health Director To submit the completed,signed form: • Email the form as an attachment to the appropriate Texas HHS Contract Manager(s). AgencySection E:To Be Completed by Texas HHS Agency(s): Requesting Department(s): HHSC: DFPS: DSHS:❑ Legal Entity Tax Identification Number (TIN) (Last four Only): PO/Contract(s)#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: Contract Manager: Contract Manager Email Address: Contract Manager Telephone#: SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 12 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6nma i Kul.i iu VJ3rurf. LUID IrLr i nmu THE SECURITY AND PRIVACY INQUIRY(SPI) Below are instructions for Applicants, Bidders and Contractors for Texas Health and Human Services requiring the Attachment 2, Security and Privacy Inquiry (SPI) to the Data Use Agreement (DUA). Instruction item numbers below correspond to sections on the SPI form. If you are a bidder for a new procurement/contract, in order to participate in the bidding process,you must have corrected any"No" responses(except Aga) prior to the contract award date. If you are an applicant for an open enrollment,you must have corrected any"No" answers(except Aga and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except Aga and A11),an Action Plan for Compliance with a Timeline must be documented in the designated area below the question.The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A. APPLICANT/BIDDER INFORMATION Item#1. Only contractors that access, transmit,store, and/or maintain Texas HHS Confidential Information will complete and email this form as an attachment to the appropriate Texas HHS Contract Manager. Item#2.Entity orApplicant/Bidder Legal Name. Provide the legal name of the business(the name used for legal purposes, like filing a federal or state tax form on behalf of the business, and is not a trade or assumed named"dba"), the legal tax identification number(last four numbers only)of the entity or applicant/bidder, the address of the corporate or main branch of the business, the telephone number where the business can be contacted regarding questions related to the information on this form and the website of the business,if a website exists. Item#3.Number of Employees, at all locations,in Applicant/Bidder's workforce. Provide the total number of individuals, including volunteers,subcontractors, trainees, and other persons who work for the business. If you are the only employee,please answer"1." Item#4.Number of Subcontractors. Provide the total number of subcontractors working for the business. If you have none,please answer"0"zero. Item#S. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to handle HHS Confidential Information during one year. Select the radio button that corresponds with the number of clients/consumers for whom you expect to handle Texas HHS Confidential Information during a year. Only count clients/consumers once, no matter how many direct services the client receives during a year. Item#S.Name of Information Technology Security Official and Name of Privacy Official forApplicant/Bidder.As with all other fields on the SPI, this is a required field. This may be the same person and the owner of the business if such person has the security and privacy knowledge that is required to implement the requirements of the DUA and respond to questions related to the SPI. In 4.A. provide the name, address, telephone number, and email address of the person whom you have designated to answer any security questions found in Section C and in 4.B. provide this information for the person whom you have designated as the person to answer any privacy questions found in Section B. The business may contract out for this expertise;however, designated individual(s)must have knowledge of the business's devices,systems and methods for use, disclosure, creation, receipt, transmission and maintenance of Texas HHS Confidential Information and be willing to be the point of contact for privacy and security questions. Item#6. Type(s)of HHS Confidential Information the Entity orApplicant/Bidder Will Create, Receive,Maintain, Use, Disclose or Have Access to: Provide a complete listing of all Texas HHS Confidential Information that the Contractor will create, receive, maintain, use, disclose or have access to. The DUA section Article 2, Definitions, defines Texas HHS Confidential Information as: "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 create, receive, maintain, use, disclose or have access to on behalf of Texas HHS 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; (3)Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 13 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (4]reaeral iax rnlormarion; (5)Personally Identifiable Information; (6)Social Security Administration Data, including, without limitation, Medicaid information; (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. Definitions for the following types of confidential information can be found the following sites: • Health Insurance Portability and Accountability Act(HIPAA)-http://www.hhs.govlhipaalindex.html • Criminal Justice Information Services(CJIS)-https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center • Internal Revenue Service Federal Tax Information(IRS FTI)-https.11www.irs.gov/pub/irs-pdflp1075.pdf • Centers for Medicare& Medicaid Services(CMS)-https.11www.cros.gov/Regulations-and-Guidance/Regulations-and- Guidance.html •Social Security Administration (SSA)-https.11www.ssa.gov/regulations/ • Personally Identifiable Information (PII)-http://csrc.nist.govlpublicationslnistpubs/800-1221sp800-122.pdf Item#7.Number of Storage devices for Texas HHS Confidential Information. The total number of devices is automatically calculated by exiting the fields in lines a-d. Use the<Tab>key when exiting the field to prompt calculation, if it doesn't otherwise sum correctly. • Item 7a.Devices. Provide the number of personal user computers, devices, and drives(including mobile devices,laptops, USB drives, and external drives)on which your business stores or will store Texas HHS Confidential Information. • Item 7b.Servers. Provide the number of servers not housed in a data center or "in the cloud,"on which Texas HHS Confidential Information is stored or will be stored.A server is a dedicated computer that provides data or services to other computers. It may provide services or data to systems on a local area network(LAN)or a wide area network(WAN)over the Internet. If none, answer"0"(zero). • Item 7c. Cloud Services. Provide the number of cloud services to which Texas HHS Confidential Information is stored. Cloud Services involve using a network of remote servers hosted on the Internet to store, manage, and process data, rather than on a local server or a personal computer. If none, answer"0"(zero.) • Item 7d. Data Centers. Provide the number of data centers in which you store Texas HHS Confidential Information.A Data Center is a centralized repository, either physical or virtual,for the storage,management, and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. If none, answer"0"(zero). Item#8. Number of unduplicated individuals for whom the Applicant/Bidder reasonably expects to handle Texas HHS Confidential Information during one year.Select the radio button that corresponds with the number of clients/consumers for whom you expect to handle Confidential Information during a year. Only count clients/consumers once, no matter how many direct services the client receives during a year. Item#9. HIPAA Business Associate Agreement. • Item#9a. Answer "Yes"if your business will use, disclose, create, receive, transmit, or store information relating to a client/consumer's healthcare on behalf of the Department of State Health Services, the Department of Disability and Aging Services, or the Health and Human Services Commission for treatment, payment, or operation of Medicaid or Medicaid clients. If your contract does not include HIPAA covered information, respond"no."If"no,"a compliance plan is not required. • Item#9b. Answer "Yes"if your business has a notice of privacy practices(a document that explains how you protect and use a client/consumer's healthcare information) displayed either on a website(if one exists for your business)or in your place of business(if that location is open to clients/consumers or the public). If your contract does not include HIPAA covered information, respond"N/A." Item#10. Subcontractors. If your business responded"0"to question 4 (number of subcontractors),Answer "N/A"to Items 10a and 10b to indicate not applicable. • Item#10a.Answer "Yes"if your business requires that all subcontractors sign Attachment 1 of the DUA. • Item#10b.Answer "Yes"if your business obtains Texas HHS approval before permitting subcontractors to handle Texas HHS Confidential Information on your business's behalf. Item#11. Optional Insurance.Answer "yes"if applicant has optional insurance in place to provide coverage for a Breach or any Texas HHS System-Data Use Agreement-Attachment 2: Page 14 of 18 SPI Version 2.1 (06/2018) SECURITY AND PRIVACY INQUIRY(SPI) g DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E other situations usted In tn/s question. IJ you are not required to have this optional coverage, answer NIA"A compliance plan is not required. SECTION B. PRIVACY RISK ANALYSIS AND ASSESSMENT Reasonable and appropriate written Privacy and Security policies and procedures are required, even for sole proprietors who are the only employee,to demonstrate how your business will safeguard Texas HHS Confidential Information and respond in the event of a Breach of Texas HHS Confidential Information.To ensure that your business is prepared, all of the items below must be addressed in your written Privacy and Security policies and procedures. Item#1. Answer "Yes" if you have written policies in place for each of the areas (a-o). • Item#1a. Answer"yes" if your business has written policies and procedures that identify everyone, including subcontractors,who are authorized to use Texas HHS Confidential Information.The policies and procedures should also identify the reason why these Authorized Users need to access the Texas HHS Confidential Information and this reason must align with the Authorized Purpose described in the Scope of Work or description of services in the Base Contract with the Texas HHS agency. • Item#1b. Answer "Yes" if your business has written policies and procedures that require your employees(including yourself),your volunteers, your trainees, and any other persons whose work you direct,to comply with the requirements of HIPAA, if applicable, and other confidentiality laws as they relate to your handling of Texas HHS Confidential Information. Refer to the laws and rules that apply, including those referenced in the DUA and Scope of Work or description of services in the Base Contract. • Item#1c. Answer "Yes" if your business has written policies and procedures that limit the Texas HHS Confidential Information you disclose to the minimum necessary for your workforce and subcontractors (if applicable)to perform the obligations described in the Scope of Work or service description in the Base Contract. (e.g., if a client/consumer's Social Security Number is not required for a workforce member to perform the obligations described in the Scope of Work or service description in the Base Contract,then the Social Security Number will not be given to them.) If you are the only employee for your business, policies and procedures must not include a request for, or use of, Texas HHS Confidential Information that is not required for performance of the services. • Item #id. Answer "Yes" if your business has written policies and procedures that explain how your business would respond to an actual or suspected breach of Texas HHS Confidential Information. The written policies and procedures, at a minimum, must include the three items below. If any response to the three items below are no, answer"no." O Item#1di. Answer "Yes" if your business has written policies and procedures that require your business to immediately notify Texas HHS,the Texas HHS Agency, regulatory authorities, or other required Individuals or Authorities of a Breach as described in Article 4, Section 4 of the DUA. Refer to Article 4, Section 4.01: Initial Notice of Breach must be provided in accordance with Texas HHS and DUA requirements with as much information as possible about the Event/Breach and a name and contact who will serve as the single point of contact with HHS both on and off business hours. Time frames related to Initial Notice include: • within one hour of Discovery of an Event or Breach of Federal Tax Information,Social Security Administration Data, or Medicaid Client Information • within 24 hours of all other types of Texas HHS Confidential Information 48-hour Formal Notice must be provided no later than 48 hours after Discovery for protected health information, sensitive personal information or other non-public information and must include applicable information as referenced in Section 4.01 (C)2. of the DUA. O Item#1dii. Answer "Yes" if your business has written policies and procedures require you to have and follow a written breach response plan as described in Article 4 Section 4.02 of the DUA. O Item#ldiii.Answer "Yes" if your business has written policies and procedures require you to notify Reporting Authorities and Individuals whose Texas HHS Confidential Information has been breached as described in Article 4 Section 4.03 of the DUA. • Item#1e. Answer "Yes" if your business has written policies and procedures requiring annual training of your entire workforce on matters related to confidentiality, privacy, and security, stressing the importance of promptly reporting any Event or Breach, outlines the process that you will use to require attendance and track completion for employees who failed to complete annual training. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 1S of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E • Item#if. Answer "Yes" if your business has written policies and procedures requiring you to allow individuals (clients/consumers)to access their individual record of Texas HHS Confidential Information, and allow them to amend or correct that information, if applicable. • Item#1g. Answer "Yes" if your business has written policies and procedures restricting access to Texas HHS Confidential Information to only persons who have been authorized and trained on how to handle Texas HHS Confidential Information • Item#1h. Answer "Yes" if your business has written policies and procedures requiring sanctioning of any subcontractor, employee,trainee, volunteer, or anyone whose work you direct when they have accessed Texas HHS Confidential Information but are not authorized to do so, and that you have a method of proving that you have sanctioned such an individuals. If you are the only employee, you must demonstrate how you will document the noncompliance, update policies and procedures if needed, and seek additional training or education to prevent future occurrences. • Item#11. Answer "Yes" if your business has written policies and procedures requiring you to update your policies within 60 days after you have made changes to how you use or disclose Texas HHS Confidential Information. • Item#1j. Answer"Yes" if your business has written policies and procedures requiring you to restrict attempts to take de-identified data and re-identify it or restrict any subcontractor, employee,trainee, volunteer, or anyone whose work you direct,from contacting any individuals for whom you have Texas HHS Confidential Information except to perform obligations under the contract, or with written permission from Texas HHS. • Item#1k.Answer "Yes" if your business has written policies and procedures prohibiting you from using, disclosing, creating, maintaining, storing or transmitting Texas HHS Confidential Information outside of the United States. • Item#11. Answer "Yes" if your business has written policies and procedures requiring your business to cooperate with HHS agencies or federal regulatory entities for inspections, audits, or investigations related to compliance with the DUA or applicable law. • Item#1m. Answer"Yes" if your business has written policies and procedures requiring your business to use appropriate standards and methods to destroy or dispose of Texas HHS Confidential Information. Policies and procedures should comply with Texas HHS requirements for retention of records and methods of disposal. • Item#1n. Answer"Yes" if your business has written policies and procedures prohibiting the publication of the work you created or performed on behalf of Texas HHS pursuant to the DUA, or other Texas HHS Confidential Information,without express prior written approval of the HHS agency. Item#2. Answer"Yes" if your business has a current training program that meets the requirements specified in the SPI for you, your employees, your subcontractors,your volunteers, your trainees, and any other persons under you direct supervision. Item#3. Answer "Yes" if your business has privacy safeguards to protect Texas HHS Confidential Information as described in the SPI. Item#4. Answer"Yes" if your business maintains current lists of persons in your workforce, including subcontractors (if applicable),who are authorized to access Texas HHS Confidential Information. If you are the only person with access to Texas HHS Confidential Information, please answer"yes." Item#5.Answer"Yes" if your business and subcontractors(if applicable) monitor for and remove from the list of Authorized Users, members of the workforce who are terminated or are no longer authorized to handle Texas HHS Confidential Information. If you are the only one with access to Texas HHS Confidential Information, please answer"Yes." SECTION C. SECURITY RISK ANALYSIS AND ASSESSMEW This section is about your electronic systems. If you DO NOT store Texas HHS Confidential Information in electronic systems (e.g., laptop, personal computer, mobile device, database, server, etc.), select the "No Electronic Systems" box and respond "Yes"for all questions in this section. Item#1. Answer "Yes" if your business does not"offshore" or use, disclose, create, receive,transmit or maintain Texas HHS Confidential Information outside of the United States. If you are not certain, contact your provider of technology services (application, cloud, data center, network,etc.)and request confirmation that they do not off- shore their data. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 16 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E item Rz.Answer "Yes" it your business uses a person or company who is knowledgeable in IT security to maintain or oversee the configurations of your business's computing systems and devices.You may be that person, or you may hire someone who can provide that service for you. Item#3. Answer "Yes" if your business monitors and manages access to Texas HHS Confidential Information (i.e., reviews systems to ensure that access is limited to Authorized Users; has formal processes for granting,validating, and reviews the need for remote access to Authorized Users to Texas HHS Confidential Information, etc.). If you are the only employee, answer"Yes" if you have implemented a process to periodically evaluate the need for accessing Texas HHS Confidential Information to fulfill your Authorized Purposes. Item#4.Answer "Yes" if your business has implemented a system for changing the password a system initially assigns to the user (also known as the default password), and requires users to change their passwords at least every 90 days, and prohibits the creation of weak passwords for all computer systems that access or store Texas HHS Confidential Information (e.g., a strong password has a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numbers, where possible). If your business uses a Microsoft Windows system, refer to the Microsoft website on how to do this, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/password-policy Item#5.Answer"Yes" if your business assigns a unique user name and private password to each of your employees, your subcontractors, your volunteers,your trainees and any other persons under your direct control who will use, disclose, create, receive,transmit or maintain Texas HHS Confidential Information. Item #6. Answer "Yes" if your business locks the access after a certain number of failed attempts to login and after 15 minutes of user inactivity on all computing devices that access or store Texas H H S Confidential Information. If your business uses a Microsoft Windows system, refer to the Microsoft website on how to do this, see example: htt s: docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/account-lockout-policy Item#7. Answer "Yes" if your business secures, manages,and encrypts remote access, such as: using Virtual Private Network(VPN) software on your home computer to access Texas HHS Confidential Information that resides on a computer system at a business location or, if you use wireless, ensuring that the wireless is secured using a password code. If you do not access systems remotely or over wireless,answer"Yes." Item#8. Answer "Yes" if your business updates the computer security settings for all your computers and electronic systems that access or store Texas HHS Confidential Information to prevent hacking or breaches (e.g., non-essential features or services have been removed or disabled to reduce the threat of breach and to limit opportunities for hackers or intruders to access your system). For example, Microsoft's Windows security checklist: https://docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/how-to-con figure-security-policy-settings Item#9. Answer "Yes" if your business secures physical access to computer, paper, or other systems containing Texas HHS Confidential Information from unauthorized personnel and theft (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area,etc.). If you are the only employee and use these practices for your business, answer "Yes." Item#10. Answer "Yes" if your business uses encryption products to protect Texas HHS Confidential Information that is transmitted over a public network(e.g.,the Internet,WIFI, etc.) or that is stored on a computer system that is physically or electronically accessible to the public(FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare& Medicaid Services (CMS) data.) For more information regarding FIPS 140-2 encryption products, please refer to: http://csrc.nist.gov/publications/fips). Item#11.Answer "Yes" if your business stores Texas HHS Confidential Information on encrypted end-user electronic devices (e.g., laptops, USBs,tablets, smartphones, external hard drives, desktops, etc.)and can produce evidence of the encryption, such as, a screen shot or a system report(FIPS 140-2 encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data). For more information regarding FIPS 140-2 validated encryption products, please refer to: http://Csrc.nist.gov/publicationslfips). If you do not utilize end-user electronic devices for storing Texas HHS Confidential Information, answer"Yes." SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 17 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Item#12. Answer "Yes" if your business requires employees,volunteers, trainees and other workforce members to sign a document that clearly outlines their responsibilities for protecting Texas HHS Confidential Information and associated systems containing Texas HHS Confidential Information before they can obtain access. If you are the only employee answer "Yes" if you have signed or are willing to sign the DUA, acknowledging your adherence to requirements and responsibilities. Item#13. Answer "Yes" if your business is willing to perform a criminal background check on employees, subcontractors, volunteers, or trainees who access Texas HHS Confidential Information. If you are the only employee, answer "Yes" if you are willing to submit to a background check. Item#14. Answer "Yes" if your business prohibits the access, creation, disclosure, reception,transmission, maintenance, and storage of Texas HHS Confidential Information on Cloud Services or social media sites if you use such services or sites, and there is a Texas HHS approved subcontractor agreement that includes compliance and liability clauses with the same requirements as the Applicant/Bidder. If you do not utilize Cloud Services or media sites for storing Texas HHS Confidential Information, answer"Yes." Item#15.Answer "Yes" if your business keeps current on security updates/patches (including firmware, software and applications)for computing systems that use, disclose, access, create,transmit, maintain or store Texas HHS Confidential Information. If you use a Microsoft Windows system, refer to the Microsoft website on how to ensure your system is automatically updating, see example: h ttps://portal.msrc.microsoft.com/en-us/ Item#16. Answer "Yes" if your business's computing systems that use, disclose, access, create,transmit, maintain or store Texas HHS Confidential Information contain up-to-date anti-malware and antivirus protection. If you use a Microsoft Windows system, refer to the Microsoft website on how to ensure your system is automatically updating, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/ Item #17. Answer "Yes" if your business reviews system security logs on computing systems that access or store Texas HHS Confidential Information for abnormal activity or security concerns on a regular basis. If you use a Microsoft Windows system, refer to the Microsoft website for ensuring your system is logging security events, see example: https://docs.microsoft.com/en-us/windows/security/threat-protection/auditing/basic-security-audit-policies Item#18. Answer "Yes" if your business disposal processes for Texas HHS Confidential Information ensures that Texas HHS Confidential Information is destroyed so that it is unreadable or undecipherable. Simply deleting data or formatting the hard drive is not enough; ensure you use products that perform a secure disk wipe. Please see NIST SP 800-88 R1, Guidelines for Media Sanitization and the applicable laws and regulations for the information type for further guidance. Item#19.Answer"Yes" if your business ensures that all public facing websites and mobile applications containing HHS Confidential Information meet security testing standards set forth within the Texas Government Code (TGC), Section 2054.516 SECTION D. SIGNATURE AND SUBMISSION Click on the signature area to digitally sign the document. Email the form as an attachment to the appropriate Texas HHS Contract Manager. SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 18 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ATTACHMENT G TE XAS Health and Human Services Health and Human Services (HHS) Additional Provisions — Grant Funding Version 1.0 Effective: February 2021 Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 1 of 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E CONTENTS 1. ELECTRICAL ITEMS........................................................................................................3 2. DISASTER SERVICES .......................................................................................................3 3. SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY....................................................................................................................3 4. INTERIM EXTENSION AMENDMENT..........................................................................4 5. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS....................4 6. NOTICE OF GRANT AGREEMENT/CONTRACT ACTION.......................................4 7. NOTICE OF BANKRUPTCY............................................................................................. 5 8. NOTICE OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL................. 5 9. BYRD ANTI-LOBBYING AMENDMENT....................................................................... 5 10. CLEAN AIR ACT and FEDERAL WATER POLLUTION ACT......... ................5 11. COMPLIANCE WITH LAWS,RULES,AND REQUIREMENTS................................5 12. DISCLOSURE OF VIOLATIONS OF FEDERAL CRIMINAL LAW.......................... 5 13. EXCLUDED PARTIES........................................................................................................6 14. NO CONFLICTS OF INTEREST (FEDERAL)................................................................ 6 15. OPEN MEETINGS............................................................................................................... 6 16. RECORDS RETENTION (FEDERAL)............................................................................. 6 17. SUBAWARD MONITORING............................................................................................. 6 Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 2 of 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ADDITIONAL PROVISIONS The terms and conditions of these Additional Provisions are incorporated into and made a part of the Grant Agreement. Terms included in these Additional Provisions and not otherwise defined have the meanings assigned to them in HHS UNIFORM TERMS AND CONDITIONS,ATTACHMENT E. 1. ELECTRICAL ITEMS All electrical items purchased under this Grant Agreement or used in the performance of approved and eligible grant-funded activities must meet all applicable Occupational Safety and Health Administration (OSHA) standards and regulations, and bear the appropriate listing from Underwriters Laboratory (UL), Factory Mutual Resource Corporation (FMRC), or National Electrical Manufacturers Association (NEMA). 2. DISASTER SERVICES In the event of a local, state, or federal emergency, including natural, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster declared by the appropriate federal official, Grantee/Contractor may be called upon to assist the System Agency in providing the following services: i. Community evacuation; ii. Health and medical assistance; iii. Assessment of health and medical needs; iv. Health surveillance; v. Medical care personnel; vi. Health and medical equipment and supplies; vii. Patient evacuation; viii. In-hospital care and hospital facility status; ix. Food, drug and medical device safety; x. Worker health and safety; xi. Mental health and substance abuse; xii. Public health information; xiii. Vector control and veterinary services; and xiv. Victim identification and mortuary services. 3. SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY A. Grantee shall take reasonable steps to provide services and information both orally and in writing, in appropriate languages other than English,to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits and activities. Meaningful access may entail providing language assistance services, including oral interpretation and written translation, if necessary. More information can be found at https://www.lep.gov/. B. Grantee shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 3 of 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E C. Grantee shall make every effort to avoid use of any persons under the age of 18 or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency,unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. 4. INTERIM EXTENSION AMENDMENT A. Prior to or on the expiration date of this Grant Agreement, the Parties agree that this Grant Agreement can be extended as provided under this section. B. The System Agency shall provide written notice of interim extension amendment to the Grantee under one of the following circumstances: i. Continue provision of services in response to a disaster declared by the governor; or ii. To ensure that services are provided to clients without interruption. C. The System Agency will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. D. Grantee will provide and invoice for services in the same manner that is stated in the Grant Agreement. E. An interim extension under subsection (B)(i) of this section shall extend the term of the Grant Agreement not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. F. An interim extension under subsection (B)(i)of this section shall be a one-time extension for a period of time determined by the System Agency. 5. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS A. Grantee shall immediately report in writing to its assigned System Agency contract manager when Grantee learns of or has any reason to believe it or any person with ownership or controlling interest in Grantee, or their agent, employee, subcontractor or volunteer who is providing services under this Grant Agreement has been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. B. Grantee shall not permit any person who engaged, or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services or have direct contact with clients, unless otherwise directed in writing by the System Agency. 6. NOTICE OF GRANT AGREEMENT/CONTRACT ACTION Grantee shall notify the assigned System Agency contract manager if Grantee has any grant agreement or contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within five business days of becoming aware of the action and include the following: i. Reason for such action; ii. Name and contact information of the local, state or federal department or agency or entity; iii. Effective start date of the grant agreement/contract; Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 4 of 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E iv. Date of suspension or termination; and v. Grant agreement/contract or case reference number. 7. NOTICE OF BANKRUPTCY Grantee shall notify in writing the assigned System Agency contract manager of its plan to seek bankruptcy protection within five business days of such action by Grantee. 8. NOTICE OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL The Grantee shall notify in writing the assigned System Agency contract manager within ten business days of any change to the Grantee's Contact Person or Key Personnel. 9. BYRD ANTI-LOBBYING AMENDMENT Grantee certifies that no federal appropriated funds have been paid or will be paid to any persons or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress on its behalf to obtain, extend, or modify this contract or grant. If non-federal funds are used by Grantee to conduct such lobbying activities, Grantee shall promptly file the prescribed disclosure form. In accordance with 31 U.S.C. §1352(b)(5), Grantee acknowledges and agrees that it is responsible for ensuring that each subrecipient and subcontractor certifies its compliance with the expenditures prohibition and the declaration requirement. 10. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT Grantee represents and warrants that it will comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act(42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). 11. COMPLIANCE WITH LAWS,RULES,AND REQUIREMENTS Grantee represents and warrants that it will comply, and assure the compliance of all its subrecipients and contractors, with all applicable federal and state laws, rules, regulations, and policies in effect or hereafter established. In addition, Grantee represents and warrants that it will comply with all requirements imposed by the awarding agency concerning special requirements of law,program requirements, and other administrative requirements. In instances where multiple requirements apply to Grantee, the more restrictive requirement applies. 12. DISCLOSURE OF VIOLATIONS OF FEDERAL CRIMINAL LAW Health and Human Services Additional Provisions V.1.0-Grant Funding Effective: February 2021 Page 5 of 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Grantee represents and warrants its compliance with 2 CFR §200.113 which requires the disclosure in writing of violations of federal criminal law involving fraud, bribery, and gratuity and the reporting of certain civil, criminal, or administrative proceedings to SAM. 13. EXCLUDED PARTIES Grantee certifies that it is not listed in the prohibited vendors list authorized by Executive Order No. 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism"published by the United States Department of Treasury, Office of Foreign Assets Control. 14. NO CONFLICTS OF INTEREST(FEDERAL) Grantee represents and warrants its compliance with the Federal awarding agency's conflict of interest policies in accordance with 2 CFR § 200.112. 15. OPEN MEETINGS If the Grantee is a governmental entity, Grantee represents and warrants its compliance with Chapter 551 of the Texas Government Code which requires all regular, special, and called meetings of a governmental body to be open to the public, except as otherwise provided by law. 16. RECORDS RETENTION(FEDERAL) Grantee represents and warrants its compliance with the records retention requirements of 2 CFR §200.333. System Agency reserves the right to direct Grantee to retain documents for a longer period of time or transfer certain records to System Agency's custody when it is determined the records possess longer term retention value. Grantee must include the substance of this clause in all subaward and subcontracts. 17. SUBAWARD MONITORING Grantee represents and warrants that it will monitor the activities of the subrecipient as necessary to ensure that the subaward is used for authorized purposes, in compliance with applicable statutes, regulations, and the terms and conditions of the subaward, and that subaward performance goals are achieved. Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 6 of 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Health and Human Services Additional Provisions V.1.0—Grant Funding Effective: February 2021 Page 7 of 7 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E OMB Number:4040-0007 Expiration Date: 02/28/2025 ASSURANCES - NON-CONSTRUCTION PROGRAMS Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden,to the Office of Management and Budget, Paperwork Reduction Project(0348-0040),Washington, DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the awarding agency. Further, certain Federal awarding agencies may require applicants to certify to additional assurances. If such is the case, you will be notified. As the duly authorized representative of the applicant, I certify that the applicant: 1. Has the legal authority to apply for Federal assistance Act of 1973, as amended(29 U.S.C. §794), which and the institutional, managerial and financial capability prohibits discrimination on the basis of handicaps; (d) (including funds sufficient to pay the non-Federal share the Age Discrimination Act of 1975, as amended(42 U. of project cost)to ensure proper planning, management S.C. §§6101-6107), which prohibits discrimination on and completion of the project described in this the basis of age; (e)the Drug Abuse Office and application. Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug 2. Will give the awarding agency, the Comptroller General abuse; (f)the Comprehensive Alcohol Abuse and of the United States and, if appropriate, the State, Alcoholism Prevention, Treatment and Rehabilitation through any authorized representative, access to and Act of 1970(P.L. 91-616), as amended, relating to the right to examine all records, books, papers, or nondiscrimination on the basis of alcohol abuse or documents related to the award; and will establish a alcoholism; (g)§§523 and 527 of the Public Health proper accounting system in accordance with generally Service Act of 1912(42 U.S.C. §§290 dd-3 and 290 accepted accounting standards or agency directives. ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h)Title VIII of the Civil 3. Will establish safeguards to prohibit employees from Rights Act of 1968(42 U.S.C. §§3601 et seq.), as using their positions for a purpose that constitutes or amended, relating to nondiscrimination in the sale, presents the appearance of personal or organizational rental or financing of housing; (i) any other conflict of interest, or personal gain. nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being 4. Will initiate and complete the work within the applicable made; and, (j)the requirements of any other time frame after receipt of approval of the awarding nondiscrimination statute(s)which may apply to the agency. application. 5. Will comply with the Intergovernmental Personnel Act of 7. Will comply, or has already complied, with the 1970 (42 U.S.C. §§4728-4763) relating to prescribed requirements of Titles II and III of the Uniform standards for merit systems for programs funded under Relocation Assistance and Real Property Acquisition Policies Act of 1970(P.L. 91-646)which provide for one of the 19 statutes or regulations specified in fair and equitable treatment of persons displaced or Appendix A of OPM's Standards for a Merit System of whose property is acquired as a result of Federal or Personnel Administration (5 C.F.R. 900, Subpart F). federally-assisted programs. These requirements apply to all interests in real property acquired for 6. Will comply with all Federal statutes relating to project purposes regardless of Federal participation in nondiscrimination. These include but are not limited to: purchases. (a)Title VI of the Civil Rights Act of 1964(P.L. 88-352) which prohibits discrimination on the basis of race, color 8. Will comply, as applicable, with provisions of the or national origin; (b)Title IX of the Education Hatch Act(5 U.S.C. §§1501-1508 and 7324-7328) Amendments of 1972, as amended(20 U.S.C.§§1681- which limit the political activities of employees whose 1683, and 1685-1686), which prohibits discrimination on principal employment activities are funded in whole the basis of sex; (c) Section 504 of the Rehabilitation or in part with Federal funds. Previous Edition Usable Standard Form 424B(Rev.7-97) Authorized for Local Reproduction Prescribed by OMB Circular A-102 DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E 9. Will comply, as applicable, with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance Bacon Act(40 U.S.C. §§276a to 276a-7), the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended(16 U.S.C. §470), EO 11593 Work Hours and Safety Standards Act(40 U.S.C. §§327- (identification and protection of historic properties), and 333), regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of construction subagreements. 1974(16 U.S.C. §§469a-1 et seq.). 10. Will comply, if applicable, with flood insurance purchase 14. Will comply with P.L. 93-348 regarding the protection of requirements of Section 102(a) of the Flood Disaster human subjects involved in research, development, and Protection Act of 1973(P.L. 93-234)which requires related activities supported by this award of assistance. recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of 15� Will comply with the Laboratory Animal Welfare Act of insurable construction and acquisition is$10,000 or more. 1966(P.L. 89-544, as amended, 7 U.S.C. §§2131 et seq.) pertaining to the care, handling, and treatment of 11. Will comply with environmental standards which may be warm blooded animals held for research, teaching, or prescribed pursuant to the following: (a) institution of other activities supported by this award of assistance. environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190) and 16. Will comply with the Lead-Based Paint Poisoning Executive Order(EO) 11514; (b) notification of violating Prevention Act(42 U.S.C. §§4801 et seq.)which facilities pursuant to EO 11738; (c) protection of wetlands prohibits the use of lead-based paint in construction or pursuant to EO 11990; (d) evaluation of flood hazards in rehabilitation of residence structures. floodplains in accordance with EO 11988; (e)assurance of 17 Will cause to be performed the required financial and project consistency with the approved State management compliance audits in accordance with the Single Audit program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No.A-133, Act of 1972(16 U.S.C. §§1451 et seq.); (f) conformity of "Audits of States, Local Governments, and Non-Profit Federal actions to State(Clean Air) Implementation Plans Organizations." under Section 176(c)of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); (g) protection of 18. Will comply with all applicable requirements of all other underground sources of drinking water under the Safe Federal laws, executive orders, regulations, and policies Drinking Water Act of 1974, as amended (P.L. 93-523); governing this program. and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93- 19. Will comply with the requirements of Section 106(g) of 205). the Trafficking Victims Protection Act(TVPA)of 2000, as amended (22 U.S.C. 7104)which prohibits grant award 12. Will comply with the Wild and Scenic Rivers Act of recipients or a sub-recipient from (1) Engaging in severe 1968(16 U.S.C. §§1271 et seq.) related to protecting forms of trafficking in persons during the period of time components or potential components of the national that the award is in effect(2) Procuring a commercial wild and scenic rivers system. sex act during the period of time that the award is in effect or(3) Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE Public Health Director APPLICANT ORGANIZATION DATE SUBMITTED Standard Form 424B(Rev.7-97)Back DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans,and Cooperative Agreements The undersigned certifies,to the best of his or her knowledge and belief,that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement, and the extension,continuation,renewal,amendment,or modification of any Federal contract,grant, loan,or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities,"in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants,loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S. Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance The undersigned states,to the best of his or her knowledge and belief,that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions.Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S. Code.Any person who fails to file the required statement shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. •APPLICANT'S ORGANIZATION •PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: I 'First Name:L Middle Name: •Last Name: Suffix: •Title: SIGNATURE: 'DATE: DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E ©Ji'.TEXAS Department of State Texas De 1C`e: HealthanclHuman p Services Health Services Fiscal Federal Funding Accountability and Transparency Act (FFATA) The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: FFATA Contact: (Name, Email and Phone Number): Primary Address of Contractor: Zip Code: 9-digits required www.usos.com Unique Entity ID (UEI):This number replaces the DUNS State of Texas Comptroller Vendor Identification Number www.sam.nov (VIN) - 14 digits: Printed Name of Authorized Representative: Signature of Authorized Representative Title of Authorized Representative Date Signed 1 Department of State Health Services Form 4734-April 2022 Contract Management Section DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, I hereby certify that the statements made by me in this certification form are true, complete, and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? Yes No If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No answer questions "A" and "B". A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? Yes ❑ No ❑ B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? Yes ❑ No ❑ If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? Yes ❑ No ❑ If your answer is "Yes" to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. Provide compensation information here: 2 Department of State Health Services Form 4734—April 2022 Contract Management Section DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E TEVS 'v Health and Human Texas Department of State Services Health Services Public Health Emergency Preparedness Work Plan and Vulnerable Populations Plan Template Budget Period (BP) 5- FY24 Term: 7/1/2023- 6/30/2024 Due: February 3 Local Health Department/Jurisdiction: Corpus Christi-Nueces County Public Health District. Report Completed by: Moriam Ojelade Email: moriamo@cctexas.com Phone: 361-826-7251 Instructions: This template should be used to outline the work plan for Budget Period (BP) 5 - FY24 and provide a general summary of planned activities. Jurisdiction should: • Select three (3) or more capabilities to work on in BP5- FY24. • Develop the work plan by identifying jurisdictional needs within a capability, assessing current resources, and developing a plan to address identified gaps. Work Plan tasks and activities. • Carrying capabilities forward from previous budget periods: Capabilities for BP5- FY24may be the same as prior year selections. If the jurisdiction intends to carry work forward from BP4 - FY23 to BP5 - FY24, please mark this on page 3. • Changing capabilities: Capabilities can be changed during the budget period. If there is a change to capabilities, please email a notification to the PHEP email inbox (PH EP(a-)dshs.texas.gov). • Medical Countermeasures: If Capabilities 8 and/or 9 (medical countermeasures) are selected, jurisdictions must select at least one (1) additional capability. • Complete the Vulnerable Populations Planning Module. Please email the completed jurisdictional work plan to the PHEP email inbox (PHEP@dshs.texas.gov) by 02/03/2023. DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Public Health Emergency Preparedness Work Plan Template Work Plan Executive Summary: Please provide a very brief overview of the jurisdiction's goals for BPS — FY24. • Improve PHEP personnel and supervisor capabilities to lead exercises, evaluate exercises and real emergency events and update/improve emergency plans by completing HSEEP training. • Review and update mass care and mass fatality plans while engaging with local and regional partners that are updating and exercising the same plans. 21 Page DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Capabilities FY23: Please mark the capabilities that were addressed during BP4- FY23 in the column labeled FY23. FY24: Please mark three (3) capabilities that will be addressed during BP5 - FY24 in the column labeled FY24. COVID-19 Carryover: Please mark if capabilities that will be carried over to FY24 due to COVD-19 response activities in the column labeled COVID-19 Carryover. CAPABILITY FY23 FY24 Community Preparedness ❑ ❑ Community Recovery ❑ ❑ Emergency Operations Coordination ❑ 0 Emergency Public Information and Warning ❑ ❑ Fatality Management ❑ 0 Information Sharing ❑ ❑ Mass Care ❑ 0 Medical Countermeasures Dispensing and 0 ❑ Administration Medical Materiel Management and Distribution ❑ ❑ Medical Surge ❑ ❑ Nonpharmaceutical Intervention Public Health Laboratory Testing Public Health Surveillance and Epidemiological 0 Investigation Responder Safety and Health Volunteer Management 0 3 Page DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Capability ❑ Capability 1: Community Preparedness ❑ Capability 2: Community Recovery 0 Capability 3: Emergency Operations Coordination ❑ Capability 4: Emergency Public Information and Warning ❑ Capability 5: Fatality Management ❑ Capability 6: Information Sharing ❑ Capability 7: Mass Care ❑ Capability 8: Medical Countermeasure Dispensing and Administration ❑ Capability 9: Medical Materiel Management and Distribution ❑ Capability 10: Medical Surge ❑ Capability 11: Nonpharmaceutical Interventions ❑ Capability 12: Public Health Laboratory Testing ❑ Capability 13: Public Health Surveillance and Epidemiological Investigation ❑ Capability 14: Responder Safety and Health ❑ Capability 15: Volunteer Management Assessment of Public health personnel supervising the PHEP program, who will current relevant evaluate incident responses, lead exercises, and develop after resources: action reports (AAR) do not have specific training in the Homeland Security Exercise and Evaluation Program (HSEEP) policies and procedures. Identified Need lead PHEP personnel to have adequate knowledge and skill to needs/gaps: evaluate incident responses, lead exercises, develop AARs and update emergency plans with learned improvements, in compliance with HSEEP policies and procedures. Objective(s): PHEP Manager, SNS/MRC Coordinator and Public Health Administrator (Protection) complete HSEEP training course, preferably in person. Outcome(s): Lead PHEP personnel and supervisors can conduct exercises and update emergency response plans competently in compliance with HSEEP policies1procedures. Output(s): Lead PHEP personnel and supervisors are cross trained and able to use the POSTE preparedness cycle to improve emergency plans and ca abilities. Supporting Activities Activity Description Lead Assigned Contributing Consultant Estimated Personnel Partners (if any) Date of (if any) Completion IS.120.A- An Introduction to Moriam June 2024 Exercises Course Ojelade, Denzel Otokunrin, SNS/MRC Coordinator 4 1 Page DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E (if filled). IS-130- Exercise Evaluation Moriam June 2024 and Improvement Planning. Ojelade, Denzel Otokunrin, SNS/MRC Coordinator if filled). IS-139- Exercise Design Moriam June 2024 Ojelade, Denzel Otokunrin, SNS/MRC Coordinator if filled). 0146 Homeland Security Moriam June 2024 Exercise and Evaluation Ojelade, Program (HSEEP) Training Denzel Course Otokunrin, SNS/MRC Coordinator if filled). Capability ❑ Capability 1: Community Preparedness ❑ Capability 2: Community Recovery ❑ Capability 3: Emergency Operations Coordination ❑ Capability 4: Emergency Public Information and Warning ❑ Capability 5: Fatality Management ❑ Capability 6: Information Sharing 0 Capability 7: Mass Care ❑ Capability 8: Medical Countermeasure Dispensing and Administration ❑ Capability 9: Medical Materiel Management and Distribution ❑ Capability 10: Medical Surge ❑ Capability 11: Nonpharmaceutical Interventions ❑ Capability 12: Public Health Laboratory Testing ❑ Capability 13: Public Health Surveillance and Epidemiological Investigation ❑ Capability 14: Responder Safety and Health ❑ Capability 15: Volunteer Management Assessment of Mass care support plans have not been reviewed/updated for at current relevant least 5 years. resources: Identified Need to review and update mass care plans while engaging with 5 1 Page DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E needs/gaps: community partners. Objective(s): Engage with local and regional partners in meetings and exercises and use lessons learned/AARs to update mass care support plans. Outcome(s): Improved coordination with community partners that is reflected in our plans. Outputs): Updated mass care support plans. Supporting Activities Activity Description Lead Assigned Contributing Consultant Estimated Personnel Partners (if any) Date of if an Completion Exercise and Update Mass Care Moriam Port of June 2024 plans with community partners Ojelade Corpus Christi and DSHS Region 11 Capability ❑ Capability 1: Community Preparedness ❑ Capability 2: Community Recovery ❑ Capability 3: Emergency Operations Coordination ❑ Capability 4: Emergency Public Information and Warning 0 Capability 5: Fatality Management ❑ Capability 6: Information Sharing ❑ Capability 7: Mass Care ❑ Capability 8: Medical Countermeasure Dispensing and Administration ❑ Capability 9: Medical Materiel Management and Distribution ❑ Capability 10: Medical Surge ❑ Capability 11: Nonpharmaceutical Interventions ❑ Capability 12: Public Health Laboratory Testing ❑ Capability 13: Public Health Surveillance and Epidemiological Investigation ❑ Capability 14: Responder Safety and Health ❑ Capability 15: Volunteer Management Assessment of Mass fatality plans have not been reviewed/updated for at least 5 current relevant years. resources: Identified Collaborate with local and regional partners in meetings and 6 1 Page DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E needs/gaps: exercises and use lessons learned/AARs to update mass care support plans. Objective(s): Participate in local and regional partners meetings and/or exercises and update mass fatality plans with lessons learned/AARs. Outcome(s): Increased preparedness for mass fatalities due to increased rapport with community partners and improved plans. Output(s): Updated mass fatality plans. Supporting Activities Activity Description Lead Assigned Contributing Consultant Estimated Personnel Partners (if any) Date of if an Completion Exercise and Update Mass Care Moriam Port of June 2024 plans with community partners Ojelade Corpus Christi and DSHS Region 11 Capability ❑ Capability 1: Community Preparedness ❑ Capability 2: Community Recovery ❑ Capability 3: Emergency Operations Coordination ❑ Capability 4: Emergency Public Information and Warning ❑ Capability 5: Fatality Management ❑ Capability 6: Information Sharing ❑ Capability 7: Mass Care ❑ Capability 8: Medical Countermeasure Dispensing and Administration ❑ Capability 9: Medical Materiel Management and Distribution ❑ Capability 10: Medical Surge ❑ Capability 11: Nonpharmaceutical Interventions ❑ Capability 12: Public Health Laboratory Testing ❑ Capability 13: Public Health Surveillance and Epidemiological Investigation ❑ Capability 14: Responder Safety and Health ❑ Capability 15: Volunteer Management Assessment of current relevant resources: Identified needs/gaps: Objective(s): 7 Page DocuSign Envelope ID: 1 B6A2423-0248-400E-B30E-58386DC55F9E Outcome(s): Output(s): Supporting Activities Activity Description Lead Assigned Contributing Consultant Estimated Personnel Partners (if any) Date of (if any) Completion 81 Page DocuSign Certificate Of Completion Envelope Id: 1B6A2423024B400FB30E58386DC55F9E Status: Sent Subject: Complete with DocuSign: HHS001311200033,Corpus Christi-Nueces County PHD(City), CPS/Hazards Source Envelope: Document Pages: 114 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: 167.137.1.15 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 3/31/2023 9:35:08 AM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Fauzia Khan Sent:3/31/2023 9:46:43 AM FauziaK@cctexas.com Viewed: 3/31/2023 10:41:41 AM Public Health Director Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:3/31/2023 10:41:40 AM ID:9527946b-708d-4d59-9e3a-e74289bc5473 Jonah Wilczynski jonah.wilczynski@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:3/31/2023 10:05:20 AM ID:9fc7a299-fe6c-4317-8903-f2ecb1d95750 Patty Melchior Patty.MeIchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:5/5/2022 12:43:08 PM ID:f01589da-43a7-481e-996a-7c50409e5d48 Dave Gruber Dave.Gruber@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign 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 Leticia Varela Sent:3/31/2023 9:46:42 AM leticiav@cctexas.com ED Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing Mailbox cros.internalrouting@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Fred L.Waterman Fred.Waterman@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 3/31/2023 9:46:42 AM 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: Fauzia Khan,Jonah Wilczynski, Patty Melchior 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. 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Two Reading Ordinance Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for the Public Health Emergency Preparedness ("PHEP") Grant from the Texas Department of State Health Services appropriating $240,003.00 into the Health Grants Fund to provide funding activities in support of the PHEP Cooperative Agreement from the Centers for Disease Control and Prevention; and amending the operating budget. City Council May 16, 2023 Background and Staff Recommendation • Hazards-PNEP Grant Program o To be used to provide for personnel costs, supplies, and other expenses to improve the capabilities of the Corpus Christi-Nueces County Public Health District to prepare, respond and recover from natural and man-made disasters, in collaboration with community partners in Nueces County. For surveillance, investigations and reporting of Texas Notifiable Conditions including food-borne, water- borne, zoonotic and multidrug resistant infections for Nueces County residents. o July 1 , 2023 through June 30, 2024 • Total Operating budget is $240,003.00 with zero expected Program Income o There is no fiscal impact. The grant requires $24,000.00 match. All positions are 100% grant funded. • Staff Recommendation: Approval of the two reading ordinance. so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of May 16, 2023 1852 Second Reading for the City Council Meeting of May 23, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health fauziak(o-)-cctexas.com 361-826-7202 Amendment of the Health Disparities Grant in the amount of an additional $75,000.00, making the total contract value $356,785.00, and appropriation of the funds for the contract period June 1, 2023, through May 31, 2024 CAPTION: Ordinance appropriating $75,000.00 in the Health Grant Fund for an increase in the Health Disparities Grant from the Department of State Health Services (DSHS) to provide community engagement in communities disproportionately impacted by COVID-19 for the period June 1, 2023, through May 31, 2024. SUMMARY: To provide for personnel costs, supplies, and other expenses while offering services and associated activities to assist communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). BACKGROUND AND FINDINGS: The Texas Department of State Health Services ("DSHS") has awarded a grant contract an extended termination date through May 31, 2024, and an additional $75,000.00, to continue to provide for personnel costs, supplies, and other expenses to ensure community engagement in communities disproportionately impacted by COVID-19 and build sustainable relationships with those communities within the jurisdiction of the CCNCPHD. ALTERNATIVES: Refuse the grant and discontinue offering services to assist communities disproportionately affected by COVID-19. FISCAL IMPACT: This Ordinance appropriates $75,000.00 in the Health Grant Fund for an increase in the Health Disparities Grant. The grant requires no match. All positions are 100% grant funded. FUNDING DETAIL: Fund: 1066 Health Grants paid by Department of State Health Services Organization/Activity: 831841 F Mission Element: 103 COVID19 Response Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001208500001 Ordinance Ordinance appropriating $75,000.00 in the Health Grant Fund for an increase in the Health Disparities Grant from the Department of State Health Services (DSHS) to provide community engagement in communities disproportionately impacted by COVID-19 for the period June 1, 2023, through May 31, 2024. Whereas, the City Manager or designee (Director of the CCNCPHD) is authorized to execute amendments to the grant contract which extend the contract period or increase or decrease the grant amount; and Whereas, the Texas Department of State Health Services has awarded an additional $75,000.00 for Contract No. HHS001208500001 to provide funding in support of assisting communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District. Be it Ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. Funds in the amount of$75,000.00 are appropriated in Health Grants Fund 1066 to support assisting communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District for the period of June 1 , 2023, through May 31 , 2024. SECTION 2. A copy of the executed health grant contract and amendments shall be filed in the office of the City Secretary. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS001208500001 AMENDMENT No. 1 The Department of State Health Services ("DSHS") and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) ("Grantee"), Parties to that certain COVID-19 Health Disparities Program Contract, effective September 1, 2022, and denominated as DSHS Contract No. HHS001208500001 (the "Contract"), now want to amend the Contract. Whereas,the Parties want to extend the term of the Contract to allow for successful completion of the Project; and Whereas, the Parties want to revise the statement of work, budget, uniform terms and conditions, and the contract affirmations. The Parties therefore agree as follows: 1. SECTION III of the Contract,DURATION, is amended to reflect a revised termination date of May 31, 2024. 2. ATTACHMENT A of the Contract, STATEMENT OF WORK, is deleted and replaced in its entirety with ATTACHMENT A-1,REVISED STATEMENT OF WORK. 3. ATTACHMENT B of the Contract, BUDGET, is deleted and replaced in its entirety with ATTACHMENT B-1,REVISED BUDGET. 4. ATTACHMENT C of the Contract, HHS UNIFORM TERMS AND CONDITIONS—GRANT, is deleted and replaced in its entirety with ATTACHMENT C-1,HHS UNIFORM TERMS AND CONDITIONS—GRANT,V.3.2. 5. ATTACHMENT D of the Contract, HHS CONTRACT AFFIRMATIONS, is deleted and replaced in its entirety with ATTACHMENT D-1,HHS CONTRACT AFFIRMATIONS,V.2.2. 6. This Amendment shall be effective as of June 1, 2023. 7. Except as modified by this Amendment, all terms and conditions of the Contract shall remain in effect. 8. Any further revision to the Contract shall be by written agreement of the Parties. Signature Page to follow DSHS Contract No.HHS001208500001 Page 1 of 2 Amendment No. 1 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 SIGNATURE PAGE FOR AMENDMENT No. 1 DSHS CONTRACT No. HHS001208500001 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) By: By: Name: Title: Date of Signature: Date of Signature: THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AMENDMENT AND INCORPORATED INTO THE CONTRACT BY REFERENCE: ATTACHMENT A-1 -REVISED STATEMENT OF WORK ATTACHMENT B-1-REVISED BUDGET ATTACHMENT C-1 -HHS UNIFORM TERMS AND CONDITION—GRANT,V.3.2 ATTACHMENT D-1 -HHS CONTRACT AFFIRMATIONS,V.2.2 ATTACHMENTS FOLLOW DSHS Contract No.HHS001208500001 Page 2 of 2 Amendment No. 1 DocuSign Envelope ID: E2FE4723-A666-4F1 D-AH9-AABOA8E51DA98 ATTACHMENT A-1: REVISED STATEMENT OF WORK L GRANTEE RESPONSIBILITIES To ensure community engagement in targeted communities disproportionately impacted by COVID-19 and the building of sustainable relationships in those targeted communities, Grantee will conduct the following activities: A. Submit a workplan within 30 days of the amendment effective date to System Agency outlining activities to be conducted through May 31, 2024, and how they will be accomplished. System Agency will provide templates and technical assistance. B. Identify Grantee staff(new and existing) who will be leads for the Contract. Any changes to these staff members must be reported to System Agency in the monthly program report. C. Identify and target communities disproportionately impacted by COVID-19. Grantee will specify how the target communities were identified and report the disproportionately impacted communities that will be targeted in the Grantee workplan. D. Engage targeted communities disproportionately impacted by COVID-19 through: 1. Establishing rapport and developing relationships by spending time in the community and building trust through outreach activities. 2. Listening to community needs by attending community events(e.g.,town halls, listening sessions, interviews, and focus groups). The frequency of those meetings will be identified in the Grantee workplan. 3. Developing a sustainability plan to stay engaged with the community after funding ends. Sustainability plan must be submitted to System Agency no later than April 30, 2024. E. Build sustainable relationships in targeted communities disproportionately impacted by COVID-19 through: 1. Identifying and engaging community partners (e.g., hospitals, clinics,Federally Qualified Health Centers, community-based organizations, faith-based organizations, and social service agencies). 2. Building cross-sector partnerships (e.g., public health, healthcare, and social services)by meeting with identified partners. The frequency of those meetings will be identified in the Grantee workplan. 3. Documenting community partners by creating a list of partners interested in working on and addressing health disparity initiatives. This list will be shared with System Agency through the Smartsheet-based Partnership Directory Intake Form. System Agency Contract HHS001208500001 Page 1 of 3 Amendment 1 DocuSign Envelope ID: E2FE4723-A666-4F1 D-AH9-AABOA8E51DA98 F. Work with targeted communities to identify and document ideas on how to increase COVID-19 and influenza vaccination rates and address non-medical drivers of health in targeted communities. G. Work with targeted communities to design an intervention aimed at addressing a community need identified through community engagement. This intervention should target one or more risk factors or unmet needs that contributed to the community's vulnerability to COVID-19. The intervention design will be shared with System Agency no later than April 30, 2024. H. Develop and implement information sharing and learning opportunities with the targeted communities. I. Participate in and attend System Agency meetings and trainings as deemed necessary by System Agency after contract execution. This includes brief evaluation activities, such as surveys and short interviews. J. Submit a monthly program report on the report template to be provided by System Agency by the 15th of each month for the previous month's activities. Submit reports through the Smartsheet form provided by System Agency. K. Submit at least one success story no later than May 31, 2024. First drafts of the success story will be due no later than March 1,2024. System Agency will provide templates and technical assistance. L. Grantee must consult and receive approval with System Agency on any peer- reviewed publications resulting from this Contract prior to submission to the journal or other publisher and provide reasonable time and opportunity for review and approval by System Agency. Note: publications are not a requirement of this scope of work. M. Grantee may not use funds for construction, research, clinical care, fundraising activities, or funding an award to another party or provider who is ineligible. Other than normal and recognized executive-legislative relationships, no funds may be used for: 1. Publicity or propaganda purposes, for the preparation, distribution, or use of any material designed to support or defeat the enactment of legislation before any legislative body; 2. The salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative act or Executive order proposed or pending before any legislative body. System Agency Contract HHS001208500001 Page 2 of 3 Amendment 1 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 IL PERFORMANCE MEASURES The System Agency will monitor the Grantee's performance of the requirements in Attachment A-1 and compliance with the Contract's terms and conditions. III. INVOICE AND PAYMENT A. Grantee will request payments using the State of Texas Purchase Voucher (Form B-13) at http://www.dshs.state.tx.us/grants/forms.shtm. The Voucher and the supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below. Department of State Health Services Claims Processing Unit, MC 1940 1100 West 491h Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512) 458-7442 EMAIL: invoi ces2dshs.state.tx.us EMAIL: CMSInvoicesgdshs.texas._og_v B. Grantee will be paid on a cost reimbursement basis and in accordance with ATTACHMENT B-1,BUDGET to this Contract. C. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to System Agency upon request. In the event a cost reimbursed under the Contract is later determined to be unallowable, then the Grantee will reimburse System Agency for that cost. D. Grantee will submit the Financial Status Report (FSR-269A) at two reporting intervals during the contract term. The FSR's will be submitted bi-annually as outlined below and in alignment with the term of this contract. The bi-annual periods are as follows: Reporting Period FSR Due Date June 1 through November 30 December 31, 2023 December 1 through May 31 July 15, 2024 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 e,dshs.texas._og_v and crosinvoicesgdshs.texas.gov simultaneously. Grantee must submit a final close out invoice no later than 45 days following the end of the term of the contract. Invoices received more than 45 days following the end of the term of the contract are subject to denial of payment. System Agency Contract HHS001208500001 Page 3 of 3 Amendment 1 DocuSign Envelope ID: E2FE4723-A666-4F1 D-AH9-AABOA8E51DA98 ATTACHMENT B-1 REVISED BUDGET CONTRACT No. HHS001208500001 Initial Grant Additional Grant Funding: Funding: September 1,2021 June 1,2023 LTOTALJ to to May 31,2024 May 31,2024 PERSONNE1111" $100,000.0 11 $60,159_O1111111 $160,159.00 FRINGE BENEFITS $22,000.00 $14,841.00 $36,841.00 TRAVEL IMIL $5,740.00 $0.0 0 JMIL $5 ,740.00 EQUIPMENT $0.00 $0.00 $0.00 SUPPLIES A $16,048.IM $0.00 A $16,048.00 CONTRACTUAL $65,000.00 $0.00 $65,000.00 OTHER $72,997.00 $0.00 $72,997.00 TOTAL DIRECT $281,785.00 $75,000.00 $356,785.00 CHARGES INDIRECT CHARGES $0.00 $0.00 $0.00 TOTAL $281,785.00 $75,000.00 $356,785.00 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 Attachment C-1 TEv..A.SV Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.2 Published and Effective — July 2022 Responsible Office: Chief Counsel DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 TABLE OF CONTENTS ARTICLE L 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............................................................................................ 11 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 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 3.2 Effective July 2022 Page 3 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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.............................................. 15 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...................................................................................................................... 19 9.1 REMEDIES............................................................................................................ 19 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............................................................... 22 ARTICLE XI. GENERAL PROVISIONS...................................................................... 22 11.1 AMENDMENTS..................................................................................................... 22 11.2 NO QUANTITY GUARANTEES.............................................................................. 22 HHS Uniform Terms and Conditions-Grant v 3.2 Effective July 2022 Page 4 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 11.3 CHILD ABUSE REPORTING REQUIREMENTS...................................................... 22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS.......................................................................... 23 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 MA.IEURE ................................................................................................ 25 11.15 NO IMPLIED WAIVER OF PROVISIONS ............................................................... 26 11.16 FUNDING DISCLAIMERS AND LABELING............................................................ 26 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 3.2 Effective July 2022 Page 5 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-AH9-AABOA8E51DA98 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 Prope . 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. "Pte" means either the System Agency or Grantee, individually. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 6 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 "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 TextraveT' 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.3.2 Effective July 2022 Page 7 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 (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.3.2 Effective July 2022 Page 8 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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.3.2 Effective July 2022 Page 9 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 10 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-AH9-AABOA8E5DA98 B. "Overpayments" as used in this Section include payments (i) made by the System 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 11 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-AH9-AABOA8E5DA98 threshold amount includes federal funds passed through by way of state agency awards. 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_repoy2hhsc.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 repog2hhsc.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, HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 12 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 13 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 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. HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 14 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-AH9-AABOA8E51DA98 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 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 15 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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. 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. R 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 16 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 17 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 18 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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, 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: HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 19 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 20 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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. 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 OR 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 R 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 21 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 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 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 22 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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; 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, HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 23 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 24 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-AH9-AABOA8E5DA98 under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party'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. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 25 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 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 HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 26 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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. 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 HHS Uniform Terms and Conditions-Grant v.3.2 Effective July 2022 Page 27 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 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: hllps://hhs.texas.gov/about-hhs/your-rights/civil-rights-office/civil//hhs.texas.gov/about-hhs/your-ri ghts/civi l-ri ghts-offi ce/civi l-ri ghts-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 Office of Data, Analytics, and Performance. 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 28 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 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.3.2 Effective July 2022 Page 29 of 29 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 HEALTH AND HUMAN SERVICES Contract Number HHS001208500001 Attachment DICONTRACT 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.2.2 Effective May 2022 Page 1 of 13 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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.2.2 Effective May 2022 Page 2 of 13 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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. If the certification is shown to be false, Contractor may be liable for additional costs and damages set out in 231.006(f). 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(SANT) 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.2.2 Effective May 2022 Page 3 of 13 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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.2.2 Effective May 2022 Page 4 of 13 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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.2.2 Effective May 2022 Page 5 of 13 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffalrsReferral@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.2.2 Effective May 2022 Page 6 of 13 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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.2.2 Effective May 2022 Page 7 of 13 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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.2.2 Effective May 2022 Page 8 of 13 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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.2.2 Effective May 2022 Page 9 of 13 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 44. Cloud Computing State Risk and Authorization Management Program (TX-RAMP) 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.2.2 Effective May 2022 Page 10 of 13 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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 11 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. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. Health and Human Services Contract Affirmations v.2.2 Effective May 2022 Page 11 of 13 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 55. 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). 56. 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.2.2 Effective May 2022 Page 12 of 13 DocuSign Envelope ID: E2FE4723-A666-4F1 D-A2E9-AABOA8E5DA98 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.2.2 Effective May 2022 Page 13 of 13 DocuSign Certificate Of Completion Envelope Id: E2FE4723A6664FlDA2E9AABOA8E5DA98 Status: Sent Subject: HHS001208500001, Corpus Christi-Nueces Health District,Amend No. 1 OHDPP/LHD Source Envelope: Document Pages:47 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: 167.137.1.11 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 4/13/2023 5:56:43 PM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Steve Viera Sent:4/13/2023 6:03:36 PM SteveV@cctexas.com Corpus Christi-Nueces County Public Health Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:3/1/2022 5:00:47 PM ID:4f8f2f59-1a8a-43c3-a675-dd40eae6c04f Susana Garcia Susana.Garcia@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/12/2023 7:13:07 AM ID:5c1aeeaf-bb39-4fcd-b175-230fda8a419d Patty Melchior Patty.MeIchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:5/5/2022 12:43:08 PM ID:f01589da-43a7-481e-996a-7c50409e5d48 Stephen Pont Stephen.Pont@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/11/2023 9:18:47 AM ID: 19366ca 1-1 aeb-47f4-ba52-f9a433e7fa0c 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 Denzel Otokunrin � Sent:4/13/2023 6:03:35 PM denzel@cctexas.com COPED Viewed:4/14/2023 8:29:34 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 Tamara Johnson tamara.johnson@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:2/23/2021 9:19:49 PM ID:e4487ad0-7e71-49e1-bef0-4f0093b32aad Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/13/2023 6:03:35 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:Steve Viera, Susana Garcia, Patty Melchior,Stephen Pont,Tamara Johnson 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. 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Two Reading Ordinance Ordinance authorizing execution of all documents necessary to accept, amend, and appropriate a grant contract for the "Health Disparities Grant' from the Texas Department of State Health Services appropriating an additional $75,000.00 into the Health Grants Fund, making the total contract value $356,785.00, to continue to provide funding activities in support of Texas Initiative to Address COVID-19 Health Disparities Among Populations at High-Risk and Underserved. City Council May 16, 2023 Background and Staff Recommendation • COVID-19 Health Disparities Grant Program o To be used to provide for personnel costs, supplies, and other expenses to offer services and associated activities to assist communities impacted by COVID-19 within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). Ensure community engagement in communities disproportionately impacted by COVID-19 and to build sustainable relationships in those communities. o June 1, 2023, through May 31, 2024 Background and Staff Recommendation o Total Contract value is $356,785.00 o Fiscal impact — All positions are 100% grant funded. o Staff Recommendation: Approval of the two-reading ordinance. City Council May 16, 2023 so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting of May 16, 2023 1852 Second Reading for the City Council Meeting of May 23, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Dr. Fauzia Khan, Director of Public Health FauziaK(o-)-cctexas.com 361-826-7202 Acceptance of the HIV Surveillance Grant for the Corpus Christi — Nueces County Public Health District in the amount of$41,865.00 and appropriation of the funds for the contract period of September 1, 2023, through August 31, 2024 CAPTION: Ordinance appropriating $41,865.00 from an increase in the HIV Surveillance Grant Program administered by the Texas Department of State Health Services (DSHS) for the period September 1, 2023, through August 31, 2024, to provide HIV surveillance and control services. SUMMARY: To provide for personnel costs, supplies, and other expenses to offer services and associated activities used to prevent and control HIV within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). BACKGROUND AND FINDINGS: The Texas Department of State Health Services ("DSHS") has awarded a grant contract in the amount of$41,865.00 to provide for personnel costs, supplies, and other expenses to offer services and associated activities used to prevent and control HIV within the jurisdiction of the CCNCPHD. ALTERNATIVES: Refuse the grant and discontinue offering services to prevent and control HIV in the community. FISCAL IMPACT: This Ordinance appropriates $41,865.00 from an increase in the HIV Surveillance Grant Program. The grant requires no match. All positions are 100% grant funded. FUNDING DETAILS: Fund: 1066 Health Grants paid by Department of State Health Services Organization/Activity: 830822S Mission Element: 102 Provide & Manage Medical Clinics Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS001186300001 Ordinance Ordinance appropriating $41,865.00 from an increase in the HIV Surveillance Grant Program administered by the Department of State Health Services (DSHS) for the period September 1, 2023, through August 31, 2024, to provide HIV surveillance and control services. Whereas, the City Manager or designee (Director of the CCNCPHD) is authorized to execute any future amendments to the grant contract which extend the contract period or increase or decrease the grant amount; and Whereas, the Texas Department of State Health Services has awarded an additional $41 ,865.00 for Contract No. HHS001186300001 to provide HIV surveillance and control services. Be it Ordained by the City Council of the City of Corpus Christi, Texas: Section 1: Health Disparities Grant Program funds in the amount of $41,865.00 are appropriated in Health Grants Fund 1066 to provide HIV surveillance and control services for the period of September 1 , 2023, through August 31 , 2024. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor 2 DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA DEPARTMENT OF STATE HEALTH SERVICES CONTRACT NO. HHS001186300001 AMENDMENT NO. 1 The Department of State Health Services ("DSHS" or "System Agency") and Corpus Christi- Nueces County Public Health District (City) ("Grantee"), each a "Party" and collectively the "Parties" to that certain agreement for HIV Surveillance services denominated DSHS Contract No. HHS001186300001 and effective September 1, 2022 (the "Contract"), now desire to amend the Contract. Whereas, the Parties have chosen to exercise their option to amend their agreement in accordance with Section 11.1 of Attachment C to the Contract, Health and Human Services (HHS) Uniform Terms and Conditions (Grant, Version 3.0); Whereas, the Parties desire to renew the Contract for the period of September 1, 2023 through August 31, 2024 ("FY 2024"); Whereas, the Parties desire to add funds to the Contract to support services delivered during FY 2024; Whereas,the Parties desire to amend Attachment A of the Contract, Statement of Work,with respect to services delivered during FY 2024; Whereas, the Parties desire to amend Attachment B of the Contract, Budget, based upon the increase in funding for FY 2024; and Whereas, the Parties desire to amend the Contract by incorporating updated versions of Attachment C,HHS Uniform Terms and Conditions(Grant,Version 3.0), and Attachment D,HHS Contract Affirmations (Version 2.1). Now, therefore, the Parties agree as follows: 1. Article III of the Contract, Duration, is hereby amended by extending the Contract termination date to August 31, 2024. 2. Article IV of the Contract, Budget, is hereby amended and restated to read as follows: The total amount of this Contract is not to exceed $83,730.00. The amount payable to Grantee during each fiscal year will not exceed the amount in Attachment B, Budget, and its amendments; and all Contract-related expenditures must be according to the budget categories in each respective fiscal year. 3. Attachment A, Statement of Work, is hereby amended and restated for FY 2024 to read as shown in Attachment A, Statement of Work(Effective September 1, 2023). 4. Attachment B, Budget, is hereby amended and restated as shown in Attachment B, Budget(Amended February 2023). DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 5. Attachment C of the Contract,HHS Uniform Terms and Conditions(Grant,Version 3.0), is hereby amended and restated as shown in Attachment C, HHS Uniform Terms and Conditions (Grant, Version 3.2). 6. Attachment D of the Contract, HHS Contract Affirmations (Version 2.1), is hereby amended and restated as shown in Attachment D, HHS Contract Affirmations (Version 2.2). 7. This Amendment shall be effective on September 1, 2023. 8. Except as modified by this Amendment, all terms and conditions of the Contract shall remain in effect. 9. Any further revision to the Contract shall be by written agreement of the Parties. Signature Page follows Remainder of page intentionally left blank DSHS Contract No. HHS001186300001 Page 2 of 3 Amendment No. 1 DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA SIGNATURE PAGE FOR AMENDMENT No. 1 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS001186300001 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) By: By: Printed Name: Printed Name: Title: Title: Date of Signature: Date of Signature: THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AMENDMENT, AND THEIR TERMS ARE HEREBY INCORPORATED INTO THE CONTRACT BY REFERENCE: ATTACHMENT A..............Statement of Work(Effective September 1, 2023) ATTACHMENT B ..............Budget(Amended February 2023) ATTACHMENT C ..............HHS Uniform Terms and Conditions (Grant, Version 3.2) ATTACHMENT D..............HHS Contract Affirmations (Version 2.2) ATTACHMENTS FOLLOW DSHS Contract No. HHS001186300001 Page 3 of 3 Amendment No. 1 DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA ATTACHMENT A STATEMENT OF WORK (Effective September 1, 2023) I. GRANTEE RESPONSIBILITIES Grantee will: A. Provide DSHS with active surveillance and reporting activities for Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS). Perform all activities under this Contract in accordance with the terms of this Contract and detailed budget, as approved by DSHS. Grantee must receive advance written approval from DSHS before varying from any of these requirements and must notify all staff working on activities of any such changes under this Contract within forty-eight(48)hours of DSHS approval of changes. For the purpose of this Contract, "HIV infection" and"AIDS" are as defined by the Centers for Disease Control and Prevention (CDC) of the United States Public Health Service, MMWR Recommendations and Reports, April 11, 2014 / 63(RR3), 1-10, located at hlt2://www.cdc.gov/mmwr/pdf/rr/rr6303.pd . B. Perform the following: 1. STAFF TRAININGS - Grantee will document to DSHS that all project staff (i.e., working on activities under this Contract) have received training on: Staff Status Training Time for completion and Notice of Completion Due renewal New Employees Data Security and Within 30 days of start of Within 10 days of completion Confidentiality employment of course to HIV Surveillance Training Coordinator and HIV/STD Section Security Officer Existing Staff Data Security and Within 12 months of Within 10 days of completion Confidentiality previous training of course to HIV Surveillance Training Coordinator and HIV/STD Section Security Officer New Employees HIV Surveillance Within first 2 weeks of Within 10 days of completion Training Modules employment of course to HIV Surveillance Coordinator and Site Consultant Existing Staff HIV Surveillance Biennially(every two Within 10 days of completion Training Modules years) after first of course to HIV Surveillance completion Coordinator and Site Consultant At least One Monthly Standing N/A N/A New or Existing HIV Surveillance Staff Member (HARS Call)calls DSHS Contract No. HHS001186300001 Page 1 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA At least One HIV/STD Semi- N/A N/A New or Existing annual Conference Staff Member All Funded Staff Annual HIV N/A N/A Surveillance Workshop At least One All Ad-Hoc N/A N/A New or Existing training, Staff Member conferences or symposiums and meetings At least One Regular conference N/A N/A New of Existing calls via teams with Staff Member the assigned HIV Surveillance Consultant- at least bi-weekly a. Grantee employees' Standard of Conduct (Grantee will submit these training documents to the DSHS contact listed above within fourteen (14) days of the effective date of this Contract); b. The HHS System Data Security and Confidentiality training course within thirty (30) days of beginning work on this Contract; and c. Annual refresher training course on confidentiality requirements/confidential information security (i.e., within one year of having taken the previous confidentiality and security course) and submit appropriate documentation to the HIV Surveillance Coordinator and HIV/STD Section Security Officer via email within ten (10) days of completing each course. d. Grantee will ensure that all project staff working on activities under this Contract have completed all HIV Surveillance Modules located at http://www.dshs.texas.gov/hivstd/training/surveillance.shtm. New staff should complete these trainings within their first two weeks of employment and biennially (every two years)thereafter. e. Existing staff will be required to take the HIV Surveillance Modules biennially (every two years). L Require at least one staff member to attend training, conferences, symposiums and meetings, as directed by DSHS. g. Provide at least one surveillance staff person to participate in standing monthly HIV Surveillance conference calls held by DSHS, as directed. h. Ensure all funded surveillance staff participate in the annual HIV Surveillance workshop, when provided by DSHS. DSHS Contract No. HHS001186300001 Page 2 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA i. Grantee agrees to read the HHS System Grant Technical Assistance Guide(GTAG) located at https://www.hhs.texas.gov/sites/default/files/documents/doing-business- with-hhs/vendor-contract-inform ati on/grant-techni c al-ass i stanc e- guide.pdfhgps://www.hhs.texas.gov/sites/default/files/documents/doing-business- with-hhs/vendor-contract-information/grant-technical-assistance-_ug ide.pdf, and work with DSHS staff regarding the management of funds received under this Contract. j. Staff Requirements 1) Within thirty(30) days of the effective date of this Contract, supply DSHS with a copy of each job description for which a portion or all of the salary is paid under this Contract. 2) Notify DSHS within forty-eight(48) hours of any personnel actions, including the details and outcome of such actions,involving project staff. A written report will be submitted to back up the oral report, within seventy-two (72) hours. Such personnel actions include, but are not limited to: i. Counseling for misconduct regarding violations of personnel, project, state, and/or federal policies,procedures, requirement, and laws; ii. Terminations (voluntary or involuntary); and/or iii. Employee grievances. k. Fill any surveillance staff vacancy within ninety (90) days. 1. Submit complete and accurate travel support documentation to DSHS when submitting vouchers for reimbursement. Support documentation must list the employee who traveled, date of travel, purpose of travel, all receipts and a breakdown of the costs associated with travel. 2. CASE REPORTING a. Reporting and Registry 1) Active Surveillance and Provider Education Grantee must: i. Maintain a current list of key reporting sources in Grantee's designated Service Area (Refugio, Aransas, San Patricio, Nueces, Kleberg, Brooks, Jim Wells, Live Oak, and Bee Counties) ii. Document at minimum, monthly active surveillance for major providers/facilities as outlined in the 2023 Texas HIV Surveillance Procedure Manual. Grantee must conduct active surveillance by phone or in person to identify newly diagnosed HIV/AIDS cases and complete an HIV/AIDS case report form. iii. Document provider education to at least ten providers/facilities deemed by the Grantee or DSHS to be in need of education on reporting requirements, current lab tests, recommended testing algorithm, or data collected and used by HIV surveillance. Grantee must perform provider education to establish and maintain communication about reporting DSHS Contract No. HHS001186300001 Page 3 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA requirements (including Molecular HIV Surveillance and Perinatal HIV Surveillance) and any changes in any relevant surveillance procedures, requirements, and recommendations. 2) Grantee Manager will review Monthly Progress and Data Quality Reports provided by DSHS or available through the current reporting database to ensure case report forms are corrected and additional missing case information is collected. 3) Manager will discuss and review Monthly Progress and Data Quality Report findings with all surveillance staff. 4) Managers and funded staff will attend DSHS quarterly review meetings and following, provide written documentation outlining current challenges and plans for improvement. 5) All funded staff should be knowledgeable of any reference laboratories or medical facilities conducting in-house HIV laboratory testing within Grantee's designated Service Area. Grantee is responsible for identifying any testing facilities that are not reporting their laboratory results electronically to DSHS and shall accordingly arrange a method for retrieving any non-electronic,paper- based labs. 6) Grantee is responsible for manually entering any and all lab results received directly from any laboratory and/or medical facilities into designated DSHS database(s)within 3 working days of receipt. 7) Provide information, feedback, and clarification, as directed by DSHS Central Office staff by requested timeframe or within ten (10) working days of an inquiry. b. Completeness 1) Ensure completeness of case reporting provided to DSHS by conducting the following activities at least monthly: fully reviewing monthly data quality reports and regularly reviewing surveillance systems to identify any inconsistencies or gaps in laboratory reporting. Grantee is encouraged to implement additional methods of evaluating completeness of key source reporting, after first receiving written approval from DSHS. 2) Ensure HIV/AIDS case report forms are accurate and complete in accordance with guidance provided in the 2023 Texas HIV Surveillance Procedure Manual. 3) Collect reports of HIV and AIDS cases diagnosed and/or treated diagnosed and/or treated in Grantee's designated Service Area, which health care providers (e.g., physicians, HIV service providers, etc.) and laboratories are required to complete under TAC Title 25, Part 1, Chapter 97, Subchapter F, Rule §97.132. If provider does not complete a case report form or does not provide sufficient information on the case report form, Grantee is responsible for abstracting the required case report form information from the provider's medical records. 4) Grantee is responsible for collecting the reports within Grantee's designated Service Area. DSHS Contract No. HHS001186300001 Page 4 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 5) Collect reports of pediatric HIV and AIDS cases diagnosed and/or treated, infants born exposed to HIV, and pregnant women living with HIV diagnosed and/or treated, which health care providers (e.g., physicians, HIV service providers, etc.) and laboratories are required to complete under TAC Title 25, Part 1, Chapter 97, Subchapter F, Rule §97.132. Grantee is responsible for collecting the reports within Grantee's designated Service Area. For each perinatal exposure investigated, Grantee will complete a pediatric case report form (PCRF), along with an updated adult case report form(ACRF)for infant's mother. 6) Collect all required data elements to conduct HIV surveillance follow-up activities, including conducting medical record abstractions within three months of diagnosis for all patients residing or receiving treatment in Grantee's designated Service Area to properly report all HIV and AIDS cases diagnosed and/or treated within Grantee's designated Service Area. 7) Abstract medical records requested by another jurisdiction in Texas within the timeframes outlined in the 2023 Texas HIV Surveillance Procedure Manual. 8) Conduct a investigation to verify any reported adult and/or pediatric HIV or AIDS death and abstract medical chart when appropriate within Grantee's designated Service Area. 9) Follow procedures as outlined in 2023 Texas HIV Surveillance Procedure Manual to request out-of-state record searches. 10) Manage all laboratory reports in HIV/STD Integrated System in accordance with the 2023 Texas HIV Surveillance Procedure Manual. Grantee staff will monitor workflows and tasks in the designated DSHS database(s) on a daily basis in accordance with the 2023 Texas HIV Surveillance Manual. 11) In support of molecular HIV surveillance (MHS), Grantee will complete or obtain HIV Testing and Treatment History information from the reporting provider to complete the testing and treatment history data elements on the (ACRF). c. Timeliness 1) A case report form shall be completed, entered into the current HIV Surveillance reporting database and submitted to DSHS for all confirmatory Laboratory Reports within sixty (60) days of collection date of the initial laboratory or morbidity report(required for all cases) and within six (6)months for cases transitioned to AIDS since HIV diagnosis. If the grantee is an Ending the HIV Epidemic (EHE) funded county, the case report form must be entered into the current HIV Surveillance reporting database within thirty (30) days of collection date of the initial laboratory or morbidity report. 2) Ensure a case report form is entered into the current HIV Surveillance reporting database within six(6)months of initial notification for all suspected HIV cases not confirmed through receipt of an algorithm diagnosing HIV (e.g. probable DSHS Contract No. HHS001186300001 Page 5 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA cases ascertained through matches with other databases, routine viral loads, medications, etc.). d. Pediatric 1) Collect copies of reports of pediatric HIV and AIDS cases of diagnosed and/or treated infants born exposed to HIV, and copies of reports for HIV-positive pregnant women diagnosed and/or treated in Grantee's designated Service Area,which health care providers(e.g.,physicians,HIV service providers, etc.) and laboratories are required to complete under TAC Title 25, Part 1, Chapter 97, Subchapter F, Rule §97.132. If a provider does not complete a case report form or does not provide sufficient information on the case report form,Grantee is responsible for abstracting the required case report form information from the provider's medical records. 2) Follow up on perinatal HIV exposed infants every six (6)months to ensure that all infants born to women living with HIV have an HIV status determined by 18 months of age and enter the pediatric case report forms in the current HIV Surveillance reporting database in a timely manner(reference 2023 Texas HIV Surveillance Procedure Manual). For each perinatal exposure investigated, Grantee will complete a pediatric case report form (PCRF), along with an updated adult case report form for infant's mother. 3) Review every collected pediatric HIV case in the designated DSHS database(s), birth match, and other sources, at least once to identify AIDS-defining conditions and update registry with a medical record abstraction. 4) Abstract medical charts for pediatric case reports both at the birth hospital and at the mother's and infant's health providers' offices. Maintain an electronic list of negative Polymerase Chain Reaction(PCR)tests for infants,to include name of laboratory and doctor ordering the test, and maintain copies of all reporting laboratory test results for pediatric cases. 5) Assist DSHS staff, as directed, in the development of prevention plans and the implementation of prevention activities to reduce the perinatal transmission of HIV. 6) Collect all required data elements to conduct Perinatal HIV surveillance activities, including reviewing and conducting medical record abstractions of the mother's and child's medical records in Grantee's designated Service Area to properly report all perinatally-exposed cases diagnosed and/or treated within Grantee's designated Service Area. Enter the required data elements in the current HIV Surveillance reporting database in a timely manner(reference 2023 Texas HIV Surveillance Procedure Manual). 3. EPIDEMIOLOGIC INVESTIGATIONS a. Inform DSHS of newly reported cases of public health importance (COPHI), within three (3) business days of receipt of case report. Initiate epidemiologic investigations through contact with appropriate health care providers and a review DSHS Contract No. HHS001186300001 Page 6 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA of patients' medical records. Refer to the 2023 Texas HIV Surveillance Procedure Manual for COPHI case definitions. b. Determine the need for public health follow-up on all HIV-positive test results within three(3)business days of receipt of the test results. If no clear determination can be made within the three (3)business days, the HIV test results should be sent to a Disease Intervention Specialist(DIS) for investigation. c. Perform continuous epidemiological follow-up on all cases missing key pieces of information. d. Assist DSHS Program with other epidemiologic investigations, as directed by DSHS. Adhere to all deadlines set by DSHS for other epidemiologic investigations including but not limited to cluster response activities, special perinatal activities, and data to care activities. 4. SECURITY a. Grantee shall designate, from its staff, a Local Responsible Party (LRP) who has the overall responsibility for ensuring the security of the HIV/STD confidential information maintained by Grantee as part of activities under this Contract. The LRP must: 1) Ensure appropriate policies/procedures are in place for handling confidential information, for the release of confidential HIV/STD data, and for the rapid response to suspected breaches of protocol and/or confidentiality. These policies and procedures must comply with DSHS policies and procedures (Grantee may choose to adopt those DSHS policies and procedures as its own). 2) Ensure security policies are reviewed periodically for efficacy, and that Grantee monitors evolving technology (e.g., new methods that may be used to illegally access confidential data; new technologies for keeping confidential data protected from security breaches) on an ongoing basis to ensure that the program's data remain as secure as possible. 3) Approve any Grantee staff requiring access to HIV/STD confidential information. LRP will grant authorization to Grantee staff who have a work- related need (i.e., work under this Contract) to view HIV/STD confidential information. 4) Maintain a list of authorized Grantee staff persons who are authorized to view and work with HIV/STD confidential information. The LRP will review the authorized user list ten (10) days from the effective date of this Contract to ensure it is current. All Grantee staff with access to confidential information will have a signed copy of a confidentiality agreement on file and it must be updated once during the term of this Contract. 5) Ensure that all Grantee staff with access to confidential information will be trained on security policies and procedures before access to confidential information is granted and that this training will be renewed once during the term of this Contract. DSHS Contract No. HHS001186300001 Page 7 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 6) Thoroughly and quickly investigate all suspected breaches and violations of protocol and/or privacy incidences of confidentiality in consultation with the DSHS LRP, all in compliance with the DSHS HIV/STD Section Breach of Confidentiality Response Policy located at http://www.dshs.texas.gov/hivstd/policy/securiiy.shtm. b. Grantee will have procedures to ensure computers and networks meet DSHS security standards, as certified by the HHS System IT staff, verified during the semi-annual site visit. c. Grantee will have procedures to ensure termination requests for the current HIV Surveillance reporting database user account are sent to DSHS within one (1) business day of the identification of need for account termination. d. Grantee will have procedures to ensure transfer of secure data electronically using GlobalScape or current secure file transfer system. e. Grantee will have procedures to ensure a visitor log for individuals entering the secured areas is maintained and reviewed quarterly by the LRP. L LRP will verify the DSHS database(s)users are updating passwords every 90 days as required. g. Grantee will have procedures to ensure confidential data and documents are: 1) Maintained in a secured area; 2) Locked away when not in use; 3) Not left in plain sight; and 4) Shredded before disposal. h. Grantee will complete Local Responsible Party (LRP) security checklist provided by DSHS semi-annually. The most up to date LRP documents and information for reporting guidelines can be found at HIV/STD Security Policies and Procedures I Texas DSHS. i. Grantee will provide DSHS with a list of Grantee personnel who have access to secured areas and of all identified personnel who have received security training. j. Grantee shall provide DSHS with a list of Grantee personnel who have access to all network drives where confidential information is stored. k. Ensure that confidential data transmissions to DSHS or other approved partners are encrypted and transmitted via secured means. 1. Ensure that files are scanned to a secure network drive(not scanned to email or any other unsecure directory). m. Ensure all flash drives used by surveillance staff are encrypted. n. Ensure confidential data is stored on stand-alone computers or on a secure drive of computers on a secure network. DSHS Contract No. HHS001186300001 Page 8 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA o. Ensure a list of authorized users with access to confidential data is maintained and limited to those approved by the LRP. p. Have systems in place to ensure confidential data taken out of the surveillance secured area are: minimized to essential data required, stored in secure devices(i.e. locking briefcase or encrypted flash drive), and encrypted. q. If surveillance-issued laptops are used, all have updated virus protection software. r. Computers with confidential information have power-on and screensaver passwords with time out setting of 10 minutes or less. s. Surveillance staff computer passwords are not shared or visible to other users. t. Shredders,printers and fax machines for confidential data are housed in a secured area limited to those approved by the LRP. u. If shredding is outsourced, the shredder is bonded for working with health information. v. HIV/STD terminology usage is excluded from outgoing faxes, including cover sheet, header and footer. w. Computers and networks meet DSHS security standards, as certified by the HHS System IT staff. IL PERFORMANCE MEASURES DSHS will monitor the Grantee's performance of the requirements in Attachment A and compliance with the Contract's terms and conditions. A. ACCURACY Grantee will address all concerns highlighted on Case Report Forms(CRFs)before submission for Central Office Consultant Review.Respond to a CRF returned with comments from Central Office Consultant within 10 days. B. COMPLETENESS Grantee will: 1. Provide complete and legitimate information for the following 10 data elements for each HIV/AIDS case report 97% of the time: a. Legal name; b. Race/ethnicity; c. Sex; d. Facility of Diagnosis; e. Date of Diagnosis; f. Date of Birth; g. Diagnostic Status; h. Valid date of death for vital status indicated as "dead"; DSHS Contract No. HHS001186300001 Page 9 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA i. Residence at diagnosis; and j. Vital Status (alive or deceased); 2. Provide complete and legitimate risk information in accordance with the 2023 Texas HIV Surveillance Procedure Manual for eighty percent(80%) of cases at minimum; 3. Ensure that 97% of cases were CDC eligible and had no required fields missing; 4. Ensure that 97% of case report forms had valid information in the form information fields; 5. Report 95% of expected number of new cases for the diagnosis year; 6. Contact 100% of major HIV reporting facilities monthly for active surveillance; 7. Ensure that at least ten (10) HIV reporting facilities receive in-person or virtual provider education annually- focusing on those facilities which failed to link 85% of newly diagnosed patients to care within 30 days of diagnosis, measured by comparing dates of CD4 and viral load testing to diagnosis date; 8. Ensure that the entry of 100% of HIV-related laboratory results received by Grantee locally into designated DSHS database(s) within 3 working days or provide written notification that there were no laboratory results received for the month, by the close of business on 30th day of each month; 9. Ensure that its policy outlines how public health follow-up will be made within three (3)business days of the receipt of the test results. If no clear determination can be made within the three (3) business days, the HIV test results must be sent to a Disease Intervention Specialist(DIS) for investigation; 10. Ensure that 70% of newly diagnosed cases have prior antiretroviral (ARV)use history in accordance with the 2023 Texas HIV Surveillance Procedure Manual; 11. Ensure that 70% of newly diagnosed cases have a known value for previous negative HIV test in accordance with the 2023 Texas HIV Surveillance Procedure Manual; 12. Ensure that 50% of newly diagnosed cases have a known value for previous negative HIV test date in accordance with the 2023 Texas HIV Surveillance Procedure Manual; 13. Ensure that 100% of perinatal cases had mother's Stateno entered (or comments indicating surveillance efforts taken for not found cases); 14. Ensure that 85% of prenatal care records were reviewed for all newly reported exposed infants (if it is indicated that the mother received prenatal care); 15. Ensure that all HIV-positive pregnant women were monitored and followed-up with at DSHS Contract No. HHS001186300001 Page 10 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA the estimated delivery date; 16. Ensure that 90% of the responses to the ARV usage during pregnancy question were not blank or unknown; 17. Ensure that 90%of the responses to the ARV usage during labor and delivery questions were not blank or unknown; 18. Ensure that 90% of the responses to the neonatal ARV usage question were not blank or unknown; 19. Ensure that 90% of the responses to the prenatal care question were not blank or unknown; 20. Ensure that 85% of labor and delivery records were reviewed for all newly reported exposed infants; 21. Ensure that 100% of PCRFs were completed for all exposed infants born in the jurisdiction, at least 90%being completed by Grantee staff, 22. Ensure that 100% of potential cases identified through a match with the Texas DSHS Vital Statistics Death Registry are investigated before the end of each calendar year. For each potential case, Abstract medical records and enter case report forms or communicate with Central Office about actions taken to determine that the person was not HIV positive at death; and 23. Ensure that 100% of births identified through a match with the Texas DSHS Vital Statistics Birth Registry of infants born to mothers living with HIV are investigated before the end of each calendar year. Respond to Central Office with notations on each case about actions taken for infants who were determined not to be born to women living with HIV. C. TIMELINESS Grantee will: 1. Ensure that appropriate follow-up of all new adult HIV cases (newly diagnosed and eligible cases not previously captured in the current HIV Surveillance reporting database) in accordance with the 2023 Texas HIV Surveillance Procedure Manual. 2. Conduct and enter a medical record abstraction into the current HIV Surveillance reporting database within three (3) months of diagnosing laboratory result for at least 85% of eligible cases. 3. Ensure that appropriate follow-up of all AIDS cases in accordance with the 2023 Texas HIV Surveillance Procedure Manual. 4. Conduct and enter a medical record abstraction, into the current HIV Surveillance DSHS Contract No. HHS001186300001 Page 11 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA reporting database, on all AIDS cases within six (6) months of AIDS-defining laboratory result or indication of opportunistic infection (OI) for 90% of cases. 5. Ensure that all infants born to HIV-positive women living in or receiving care in the jurisdiction have an HIV status determined (i.e. not be coded as indeterminate) within 18 months after the birth at least 85% of the time in accordance with the 2023 Texas HIV Surveillance Manual. 6. Ensure that 90% of newly diagnosed cases were reported into the designated DSHS database(s) within six (6) months of diagnosis and all CDC required fields were completed. 7. Ensure that 95% of confirmed cases in the designated DSHS database(s) had an associated case report form entered within 90 days of diagnosis. If the grantee is an EHE funded county, the case report form must be entered into the current HIV Surveillance reporting database within thirty (30) days of collection date of the initial laboratory or morbidity report. 8. Ensure that 80% of confirmed cases in the designated DSHS database(s) had an associated Case Report Form entered within 60 days of diagnosis. If the grantee is an EHE funded county, the case report form must be entered into the current HIV Surveillance reporting database within thirty (30) days of collection date of the initial laboratory or morbidity report. 9. Ensure that 100% of potential cases of public health importance (COPHI) were reported to DSHS Central Office within three (3) days. 10. Ensure that 100% newly identified cases were referred to Public Health Follow-Up within three (3) days of receipt of confirmatory lab report. 11. Ensure that 90% of newly diagnosed Out of Jurisdiction (OOJ) cases were completed and entered into the current HIV Surveillance reporting database within ninety (90) days of diagnosis. 12. Ensure that 90%of updates to AIDS OOJ cases referred from surveillance counterparts were completed and entered in the designated DSHS database(s) within 6 months of AIDS-defining lab or opportunistic infection. 13. Ensure that 100% of"potentially" exposed infants were investigated within three (3) months through timely completion of birth certificate match. III. REPORTING REQUIREMENTS As described in detail above, required reports are due as follows: DSHS Contract No. HHS001186300001 Page 12 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA Name Submittal Method Report Period Due Date 1St LRP Semi-annual TBHIVSTD.accountrequests@dshs. 9/1/2023 -2/29/2024 3/31/2024 Security Report texas. ov 2nd LRP Semi- TBHIVSTD.accountrequests@dshs. 3/1/2024 - 8/31/2024 9/30/2024 annual Security texas.gov Report 1St Quarterly Globalscape 9/1/2023 - 11/30/2023 12/31/2023 Progress and Data Quality Report 2nd Quarterly Globalscape 12/1/2023 -2/29/2024 3/31/2024 Progress and Data Quality Report 31d Quarterly Globalscape 3/1/2024 - 5/31/2024 6/30/2024 Progress and Data Quality Report 4'Quarterly Globalscape 6/1/2024 - 8/31/2024 9/30/2024 Progress and Data Quality Report Semi-annual FSRs See Section V. Invoice and Payment IV. INVOICE AND PAYMENT A. Grantee must submit monthly invoices to prevent delays in subsequent months. Even if Grantee incurs no expenses for a month, it must submit timely "zero" dollar invoices. Invoices and all supporting documentation,including the provided Voucher Support Form, must be emailed to invoicesgdshs.texas.gov and crosinvoicesgdshs.texas.gov simultaneously. Grantee must submit a final close out invoice and final status report no later than 45 days following the end of the fiscal year. Invoices received more than 45 days past the fiscal year are subject to denial of payment. B. Grantee must submit the Financial Status Report (FSR-269A) at two reporting intervals during the contractual term. The FSRs must be submitted semi-annually as outlined below and in alignment with the contract term of this renewal. REPORTING PERIOD DUE DATE September 1,2023 —February 29,2024 March 31,2024 March 1,2024—August 31,2024 October 15,2024 C. Grantee will be paid on a cost reimbursement basis and in accordance with Attachment B, Budget (Amended February 2023). DSHS reserves the right, where allowed by legal authority,to redirect funds in the event of financial shortfalls. DSHS Program will monitor Grantee's expenditures on a quarterly basis. If expenditures are below the amount in Grantee's total Contract, Grantee's budget may be subject to a decrease for the remainder of the contractual term. Vacant positions existing after 90 days may result in a decrease in funds. DSHS Contract No. HHS001186300001 Page 13 of 13 Amendment No. 1,Attachment A DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA ATTACHMENT B BUDGET(Amended February 2023) FY 2023 FY 2024 BUDGET September 1, 2022 September 1, 2023 CATEGORIES through August 31, 2023 through August 31, 2024 PERSONNEL $29,033.00 $29,033.00 FRINGE BENEFITS $11,933.00 $11,933.00 TRAVEL $899.00 $899.00 EQUIPMENT $0.00 $0.00 SUPPLIES $0.00 $0.00 CONTRACTUAL $0.00 $0.00 OTHER $0.00 $0.00 TOTAL DIRECT $41,865.00 $41,865.00 CHARGES INDIRECT CHARGES $0.00 $0.00 TOTAL $41,865.00 $41,865.00 DSHS Contract No. HHS001186300001 Page 1 of 1 Amendment No. 1,Attachment B DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA ATTACHMENT C `r TEXAS ANN.. t. Health and Human Services Health and Human Ser%ices (HHS) Uniform Terms and Conditions - Grant Version 3.2 Published and Effective— July 2022 Responsible Office: Chief Counsel DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 3.2 Effective July 2022 Page 2 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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............................................................................................ 11 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 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 3.2 Effective July 2022 Page 3 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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.............................................. 15 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......................................................................................................................19 9.1 REMEDIES............................................................................................................ 19 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...............................................................22 ARTICLE XI.GENERAL PROVISIONS......................................................................22 11.1 AMENDMENTS.....................................................................................................22 11.2 NO QUANTITY GUARANTEES..............................................................................22 HHS Uniform Terms and Conditions—Grant v 3.2 Effective July 2022 Page 4 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 11.3 CHILD ABUSE REPORTING REQUIREMENTS......................................................22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS..........................................................................23 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 ...............................................................26 11.16 FUNDING DISCLAIMERS AND LABELING............................................................26 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 PROPERAUTHORITY...........................................................................................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 3.2 Effeetive July 2022 Page 5 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA ARTICLE L 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 Riehts'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.3.2 Effective July 2022 Page 6 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA "Project"means specific activities ofthe 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 WAY'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 Grartee mustperform 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.3.2 Effective July 2022 Page 7 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA (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.3.2 Effective July 2022 Page 8 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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:httt)s://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.3.2 Effective July 2022 Page 9 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 subjectto actions ofthe Texas Legislature. If System Agency becomes subj ect 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 10 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA B. "Overpayments"as used in this Section include payments(i)made by the System 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 Gmitee in performingthe 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 11 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA threshold amount includes federal funds passed through by way of state agency awards. 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 athttl2s://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single audit report(ahhsc.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 athttps://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau;or, ii. Email to: single audit reportAhhsc.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, HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 12 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 13 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 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 authorityto 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 athird 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 14 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 15 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 16 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 17 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 18 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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, 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. * 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: HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 19 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 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 responsibleto 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 20 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. 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 OR 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 iu. 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 21 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 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 use the Texas Abuse Hotline Website located at httns://www.txabuschotline.org/Login/Default.ast)x as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 22 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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; 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 duringthe 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, HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 23 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 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 subj cot 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 24 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA under the Grant Agreement.Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party'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. 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 MXJEURE 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. HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 25 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 11.15 NO IMPLIED WAIVER OF PROVISIONS The failure of the System Agency to obj eet 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 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 athird 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 ofthe 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective Jnty 2022 Page 26 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. 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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective July 2022 Page 27 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 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:/Ihhs.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 Office of Data,Analytics,and Performance.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 HHS Uniform Terms and Conditions—Grant v.3.2 Effective JWy 2022 Page 28 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 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.3.2 Effective July 2022 Page 29 of 29 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment C DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA HEALTH AND HITMAN SERVICES Contract Number HHS001186300001 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.2.2 Effective May 2022 Page 1 of 13 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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.2.2 Effective May 2022 Page 2 of 13 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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.If the certification is shown to be false,Contractor may be liable for additional costs and damages set out in 231.006(f). 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.2.2 Effective May 2022 Page 3 of 13 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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.2.2 Effective May 2022 Page 4 of 13 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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.2.2 Effective May 2022 Page 5 of 13 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA •OIG Toll Free Hotline 1-800-436-6184 •OIG Website: ReportTexasFraud.com • Internal Affairs Email:InternalAffairsReferral@hhsc.state.tx.us •OIG Hotline Email:OIGFraudHotlineAhhsc.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.2.2 Effective May 2022 Page 6 of 13 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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.2.2 Effective May 2022 Page 7 of 13 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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 perforans 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.2.2 Effective May 2022 Page 8 of 13 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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.2.2 Effective May 2022 Page 9 of 13 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 44. Cloud Computing State Risk and Authorization Management Program(TX-RAMP) 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.2.2 Effective May 2022 Page 10 of 13 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. Health and Human Services Contract Affirmations v.2.2 Effective May 2022 Page 11 of 13 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 55. 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). 56. 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.2.2 Effective May 2022 Page 12 of 13 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Envelope ID:200A33B2-0554-47A5-A3AF-CA26FF02CBDA 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.2.2 Effective May 2022 Page 13 of 13 DSHS Contract No. HHS001186300001 Amendment No. 1,Attachment D DocuSign Certificate Of Completion Envelope Id:20OA33B2055447A5A3AFCA26FF02CBDA Status: Sent Subject: $83,730.00 HHS001186300001 Corpus Christi-Nueces Al HIV/SUR-S Source Envelope: Document Pages:59 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: 167.137.1.10 Record Tracking Status: Original Holder: CMS Internal Routing Mailbox Location: DocuSign 4/24/2023 7:53:50 AM CMS.InternalRouting@dshs.texas.gov Signer Events Signature Timestamp Fauzia Khan Sent:4/24/2023 8:14:02 AM FauziaK@cctexas.com Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/21/2023 1:31:28 PM ID:69lealfl-d58f-4461-a8b2-fb307e7le6d2 Susana Garcia Susana.Garcia@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/21/2023 2:32:17 PM ID:7fe858fl-8363-444f-9077-2216755c3d69 Patty Melchior Patty.MeIchior@dshs.texas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:5/5/2022 12:43:08 PM ID:f01589da-43a7-48le-996a-7c50409e5d48 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: la6909aa-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 Kevin Hensley Sent:4/24/2023 8:14:01 AM kevinhe@cctexas.com ED Viewed:4/24/2023 8:15:07 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Amber Vasche � Sent:4/24/2023 8:14:00 AM amber.vasche@dshs.texas.gov ED Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMS Internal Routing cros.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 4/24/2023 8:14:01 AM 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: Fauzia Khan, 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. 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Two Reading Ordinance Ordinance appropriating $41 ,865.00 from an increase in the HIV Surveillance Grant Program administered by the Department of State Health Services (DSHS) for the period September 1 , 2023, through August 31 , 2024, to provide HIV surveillance and control services. City Council May 16, 2023 Background and Staff Recommendation • HIV Surveillance Grant Program o To be used to provide for personnel costs, supplies, and other expenses to offer services and associated activities to prevent and control HIV within the jurisdiction of the Corpus Christi-Nueces County Public Health District (the "CCNCPHD"). o September 1 , 2023 through August 31 , 2024 • Total Operating budget is $41 ,865 o There is no fiscal impact. The grant requires no match. All positions are 100% grant funded. • Staff Recommendation: Approval of the two reading ordinance. so �o o� A H AGENDA MEMORANDUM WoRPORPg4 Public Hearing/First Reading Ordinance for the City Council Meeting of 5/9/2023 1852 Second Reading Ordinance for the City Council Meeting of 5/16/2023 DATE: April 25, 2023 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO Director of Finance and Procurement Heatherh3@cctexas.com 361-826-3227 Public hearing and ordinance to amend the City's contribution amount to the Tax Increment Reinvestment Zone (TIRZ) #2 fund and to modify the boundaries. CAPTION: Ordinance amending Ordinance No. 024270, which created the Reinvestment Zone No. 2, City of Corpus Christi ("TIRZ#2") on Padre Island, by amending the City's contribution amount, which will increase anticipated revenues by $140,100,000 for total revenue of$201,000,000; modifying the boundaries to add areas requested for inclusion by Nueces County; and to add approved projects and anticipated expenditures in the amount of$150,950,000 for total expenditures of$201,000,000, which will be more fully defined within a future amendment, as recommended by the TIRZ #2 Board on April 18, 2023. SUMMARY: This item will hold a public hearing and provide for the first reading ordinance to amend the City's contribution amount to the TIRZ#2 fund as recommended by the TIRZ board on April 18, 2023 and amend the TIRZ boundaries to include the Nueces County Nature Park and the R. Briscoe King Pavilion. BACKGROUND AND FINDINGS: In October and November of 2022, the TIRZ#2 Board met to consider extension of the Zone for an additional 20 years. The following motions were considered and approved: • Extension of the TIRZ through December 31, 2024 • Modification of boundaries to include two sections of the Whitecap Preserve that were not currently included in the zone and areas that contain Nueces County assets include the Nueces County Nature Park and R Briscoe King Pavilion • Amendment to the Project and Financing Plan to include a total of$50,050,000 in expenses including: o $2,000,000 for improvements to the R Briscoe King Pavilion o $36,400,000 for ongoing Packery Channel maintenance. o $11,500,000 for developer reimbursements for public infrastructure in the Whitecap development for public mobility bridges, water exchange bridges/connections, and public walking trails o $150,000 for a multi-mobility plan The extension, project and financing plan changes, and the boundary changes for the Whitecap Preserve were approved by City Council in December 2022. Additional information was needed before the boundary changes requested by Nueces County could be brought forward for consideration. This required information has been provided and the approval of these boundary changes is requested. The extension ordinance maintained the City contribution amount at 100% of the revenue generated for the first year of the extension. The TIRZ Board met on April 18, 2023 and made a motion to fix the City's tax revenue contribution at the following levels. This contribution level will generate an estimated $140,100,000 in TIRZ revenue from the City over the next 20 years: 0 100% for year 1-5 0 75% for year 6 0 70% for year 7 0 65%f for year 8 0 60% for year 9 0 55% for year 10 0 50% for years 11-20 The final project and financing plan is expected to be brought to City Council for consideration in June 2023. ALTERNATIVES: Council could choose to change the City's tax revenue contribution and not approve the boundary modification as recommended by the TIRZ board. FISCAL IMPACT: There is no current year fiscal impact associated with the actions in this agenda item because the City of Corpus Christi currently has 100% tax revenue budgeted in the FY 2023 operating budget for TIRZ #2. Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the recommendations made by the TIRZ#2 Board. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation OOrdinance amending Ordinance No. 024270, which created the Reinvestment Zone No. 2, City of Corpus Christi ("TIRZ #2") on Padre Island, by amending the City's contribution amount, which will increase anticipated revenues by $140,100,000 for total revenue of $201,000,000; modifying the boundaries to add areas requested for inclusion by Nueces County; and to add approved projects and anticipated expenditures in the amount of $150,950,000 for total expenditures of $201,000,000, which will be more fully defined within a future amendment, as recommended by the TIRZ #2 Board on April 18, 2023. WHEREAS, in 2000, through Ordinance 024270, the City of Corpus Christi created a tax increment financing district, to be known as "Reinvestment Zone Number Two, City of Corpus Christi, Texas" (The "Zone" or "TIRZ #2"), over a portion of the City on Padre Island; WHEREAS, Ordinance 024270 included a preliminary reinvestment zone financing plan; WHEREAS, on September 29, 2009, the City Council passed Ordinance 028329, which approved the Revised Project and Financing Plans for the Reinvestment Zone Number Two, City of Corpus Christi, Texas (the "Plan"); WHEREAS, the Plan was last amended on December 6, 2023; WHEREAS, on April 18, 2023, the TIRZ #2 Board took action recommending a stated contribution amount for the extended term of the TIRZ #2 and amendment of the boundaries to include certain areas requested by Nueces County; WHEREAS, Texas Tax Code Section 311.007 provides that the governing body of the municipality that designated the zone may change the boundaries or the term of the Zone by ordinance; and WHEREAS, following notice in accordance with Chapter 311 of the Texas Tax Code, a public hearing for this ordinance was held during the City Council meeting, which began on May 9, 2023, at 11:30 a.m.; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL FOR THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The facts and recitations contained in the preamble of this Ordinance are found and declared to be true and correct and, in accordance with those findings, Ordinance No. 024270 is hereby amended as laid out in the following sections. SECTION 2. The City Council, after conducting the above-described public hearing and having heard all evidence and testimony, makes the following findings and determinations related to the amendment of Ordinance No. 024270 and finds that such amendment is in the best interests of the City of Corpus Christi: (a) That the Zone, as amended, is a contiguous geographic area located wholly within the corporate limits of the City. (b) At the time that the Zone was created, the area substantially arrested or impaired the sound growth of the City, retards the provision of multi-family housing accommodations, constitutes an economic or social liability, and is a menace to the public health, safety, morals, or welfare in its present condition and use because of: (1) Unsafe conditions, including deteriorating streets and defective and inadequate sidewalks throughout the proposed zone, pose a threat to visitors, residents, and customers of businesses. The lack of appropriate curb cuts and ramps limit the mobility of persons with disabilities. (2) Non-existent, inadequately sized, or deteriorated utility infrastructure, including wastewater and fiber optics, substantially arrests or impairs the sound growth of the City and retards the development of multi-family housing and other business or visitor facilities. The existing utility infrastructure in its current condition constitutes an economic or social liability and is a hazard to the public health and welfare in the proposed zone. (3) The inadequate street layout, lack of adequate improved parking, and limited way-finding and other signage hampers movement of vehicles and pedestrians throughout the proposed zone. This problem will be exacerbated by the relocation of the Harbor Bridge in the coming years. While the new bridge provides additional potential for growth within the proposed zone, such potential may not be realized due to this problematic infrastructure. (4) Deteriorating public spaces with inadequate pedestrian scale lighting, limited irrigation systems and inadequate access to water lines for drinking fountains and hose bibs throughout the proposed zone limit the types of landscaping and public amenities that can be installed within the proposed zone. (5) Lack of water and electrical meters in parks limits the activities within the available public spaces. (6) Unsafe conditions due to the lack of security cameras and other safety programs pose a threat to visitors and residents. (7) Inadequate drainage facilities substantially arrest or impair the sound growth of the City and retard the development of multi-family housing and other business or visitor facilities in the proposed zone, including potential hotel developments. (c) That much of the Zone remains open and undeveloped and, at the time of the creation of the Zone, because of obsolete platting, substantially impaired or arrested the sound growth of the City. (d) That tourism and convention business is of extreme importance to the Corpus Christi economy, and the Zone has tremendous, potential to support tourist and convention facilities, and it is essential that this presently under-developed Zone be fully developed to encourage tourism to continue in the area. (d) That no more than 30 percent of the property in the Zone, excluding property that is publicly owned, is used for residential purposes. (e) That the total appraised value of taxable real property in the Zone and in all existing reinvestment zones within the City according to the most recent appraisal rolls for the City, does not exceed 25 percent of the current total appraised value of taxable real property in the City and in the industrial districts created by the City. (f) That the improvements to be implemented in the Zone will significantly enhance the value of all taxable real property in the Zone and will be of general benefit to the City. SECTION 3. The City Council expands the boundaries of the Zone to include the entire area depicted by the map in Exhibit A and described by the metes and bounds in Exhibit B to promote development and redevelopment of the area, which development or redevelopment the City Council determines will not occur solely through private investment in the reasonably foreseeable future. SECTION 4. The amount of tax increment that the City contributes to the Tax Increment Fund for each year of the remain term is as shown in the table below. Increment Percentage Tax Year(s) 100% 2022 through 2026 75% 2027 70% 2028 65% 2029 60% 2030 55% 2031 50% 2032 through 2041 SECTION 5. The Project and Financing Plans for the TIRZ #2 are hereby amended to add approved public improvement projects and anticipated expenditures in the amount of $150,950,000, which will be more fully defined in a future project and financing plan amendment to be approved by the TIRZ #2 Board and the City Council. SECTION 6. The City Council finds that the continuation of the Zone and the expenditure of moneys on deposit in the Tax Increment Fund, which are necessary or convenient to the creation of the Zone or to the implementation of the project plan for the Zone, constitute a program to promote local economic development and to stimulate business and commercial activity in the City. SECTION 7. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision of this ordinance be given full force and effect for its purpose. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of 2023, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED on this the day of , 2023. ATTEST: Rebecca Huerta Paulette Guajardo City Secretary Mayor t � ��.` •��+" •.,/�:moi���' '�` \``�: ♦ �v • �� ��•♦.moi`p•�`��l��I\`\`.vo/ J A4 1 •• ♦ ♦♦ I ���u ° ��♦ ��� •�•`• w�,G iii ��{• APWE 1 / 'i aiI f 1�1:Y 1,4a`♦♦II♦ I♦ ' 1 Ai" iii F 71■illi:G ✓ 1 �.,o�u In+• ,N,rnyKi'.t•°t. 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".A��•�' =�'� 'L ( i'�:=-'=` iiia itfGStiliifti!'i:E¢�%y��/i gg `qu�!1!1- 1ji d' i"I• T rr=" r r.1�,Y/�i% 'asv . • ars , .; 19 _ spy n—i —12 Cc INK ON N fnn n 11111 IfnIVI•� t r-��■ /� \�\ '• • . r IIIr— ... ... .11 Exhibit B Metes&Bound Description Page 1 of 4 METES& BOUND DESCRIPTION FOR PROPOSED TAX INCREMENT FINANCE DISTRICT A proposed Tax Increment Finance District in the city limits of the City of Corpus Christi, located in Nueces County, Texas consisting of 2,361.7 acres, more or less, and more particularly described as follows; Beginning at a point, the intersection of the centerline of South Padre Island Drive(Park Road 22)and the present Nueces-Kleberg County line, for the southeastern most corner of the tract herein described; Thence northwesterly along the present Nueces-Kleberg County line, to its intersection with the centerline of Palmira Avenue, shown on plat of Padre Island No. 1 in Volume 13, Pages 1 through 8, Nueces County,Texas, Map Records,for the southwesternmost corner of this tract; Thence northerly along the centerline of Palmira Avenue, to its intersection with the centerline of existing Las Tunas Drive (formerly Avanti Avenue), shown on plat of Padre Island - Corpus Christi, Section 4, in Volume 33, Pages 44 through 47, Nueces County, Texas, Map Records, for an inside corner of this tract; Thence westerly along the centerline of existing Las Tunas Drive (formerly Avanti Avenue) to its intersection with the southerly extension of the centerline of a 20-foot alley located east of and adjacent to Block 215 of said Padre Island - Corpus Christi, Section 4, for an outside corner of this tract; Thence northerly with the centerline of said 20-foot alley and its northerly extension, to a point on the centerline of Cruiser Street, for an outside corner of this tract; Thence easterly along the centerline of Cruiser Street,to its intersection with the southerly extension of the east line of Lot 15, Block 192, Padre Island - Corpus Christi,Section 4, for an inside corner of this tract; Thence northerly with the east line of said Lot 15, Block 192, Padre Island -Corpus Christi, Section 4 and its northerly extension, to a point 40 feet north of the northeast corner of said Lot 15, for an inside corner of this tract; Thence westerly and southerly along a line that is 40 feet northwest of and parallel to the northwest line of Block 192, Padre Island-Corpus Christi, Section 4,to a point on the north right-of-way line of existing Whitecap Boulevard,for an outside corner of this tract; Thence westerly along the north right-of-way line of existing Whitecap Boulevard,to the southwest corner of Tract 2 as described in Correction Warranty Deed, Document 2018045542, Official Records Nueces County,Texas,for an outside corner of this tract; Metes&Bound Description Page 2 of 4 Thence northerly along the west line of said Tract 2 to the northwest corner of said Tract 2 and the southwest corner of Tract 3 as described in Correction Warranty Deed, Document 2018045542, Official Records Nueces County, Texas, for a point on the east right-of-way line of Dasmarinas Drive (60' R.O.W.); Thence continuing northerly along the west line of said Tract 3, its curves and its angles, to the intersection with the southeast line of the Aquarius Street Right-of-Way Easement as described in Right-Of-Way Easement, Document 2011039226, Official Records Nueces County, Texas, for an outside corner of this tract; Thence northeasterly along the southeast line of said Aquarius Street Right-of-Way Easement, its curves and its angles,to a point on the south line right-of-way line of existing Commodores Drive,for an outside corner of this tract; Thence easterly along the south right-of-way line of existing Commodore's Drive,to its intersection with the southerly extension of the centerline of a 100-foot wide canal,located west of and adjacent to Blocks 508 through 511, Padre Island - Corpus Christi, Mariner's Cay, shown on Plat of Record in Volume 34, Pages 54 and 55, Nueces County, Texas, Map Records,for an inside corner of this tract; Thence northerly with the centerline of said 100-foot wide canal and its northerly extension, to its intersection with the centerline of another 100-foot wide canal, located north of and adjacent to Lot 4, Block 502, Padre Island - Corpus Christi, Mariner's Cay, shown on Plat of Record in Volume 39, Pages 164 and 165, Nueces County,Texas, Map Records,for an outside corner of this tract; Thence easterly with the centerline of said 100-foot wide canal,which is located north of and adjacent to Lot 4, Block 502, Padre Island-Corpus Christi, Mariner's Cay,to its intersection with the southerly extension of the east line of Lot 1, Block 85, Padre Island - Corpus Christi, Mariner's Cay,shown on Plat of Record in Volume 34, Pages 54 and 55, Nueces County, Texas, Map Records, for an inside corner of this tract; Thence northerly with said east line of Lot 1, Block 85, Padre Island - Corpus Christi, Mariner's Cay, and its northerly extension, to a point on the centerline of existing Jackfish Avenue, for an inside corner of this tract; Thence westerly along the centerline of said Jackfish Avenue, to a point on the centerline of existing Ambrosia Street, shown on plat of Padre Island - Corpus Christi, Section 3, in Volume 33, Pages 83 and 84, Nueces County, Texas, Map Records,for an outside corner of this tract; Thence northwesterly along the centerline of existing Ambrosia Street, to its intersection with the centerline of existing Aquarius Street, for an outside corner of this tract; Thence northerly along the centerline of said existing Aquarius Street, to its intersection with the southeasterly extension of the southwest line common to Lots 46 through 52, Block 72, Padre Island - Corpus Christi, Section 2, shown on Plat of Record in Volume 41, Page 187, Nueces County,Texas, Map Records,for an inside corner of this tract; Metes&Bound Description Page 3 of 4 Thence northwesterly with said southwest line common to Lots 46 through 52,Block 72,Padre Island -Corpus Christi, Section 2,to the west corner of said Lot 52,for an outside corner of this tract; Thence northeasterly with the northwest line of said Lot 52, Block 72, Padre Island -Corpus Christi, Section 2, to a point on the southwest right-of-way of existing South Padre Island Drive (Park Road 22)for the north corner of said Lot 52 and a corner of this tract; Thence northeasterly crossing said existing South Padre Island Drive (Park Road 22),to a point, for the west corner of Block 1, Padre Island - Corpus Christi, Section 18, shown on Plat of Record in Volume 38, Pages 69 and 70, Nueces County, Texas, Map Records,and a corner of this tract; Thence northeasterly and southeasterly along the boundary line of said Block 1,Padre Island-Corpus Christi, Section 18, to a point on the southeast line common to State Tracts 58 and 61, for an inside corner of this tract; Thence northeasterly along said southeast line common to State Tracts 58 and 61,to its intersection with a line that is 500 feet northeast of and parallel to the southwesterly shoreline of existing Packery Channel, for the northernmost corner of this tract; Thence southeasterly,along said line which is 500 feet northeast of and parallel to the southwesterly shoreline of existing Packery Channel, to its intersection with the northwesterly extension of the southwest line of a 280-acre tract, more or less, now or formerly owned by Nueces County, Texas, described in Document No. 888926, Nueces County, Texas, Deed Records,for an inside corner of this tract; Thence southeasterly with the southwest line of said 280-acre tract and its extensions,crossing State Highway 361 and continuing southeasterly to a point on the vegetation line near the shoreline of the Gulf of Mexico,for the east corner of this tract; Thence southwesterly, along said vegetation line, to a point on the southwest line of a 137.73-acre tract, more or less, now or formerly owned by Eric C. Lower, described in Document No. 956588, Nueces County, Texas, Deed Records, for an inside corner of this tract; Thence southeasterly,with the southwest line of said 137.73-acre tract,to a point on the shoreline of the Gulf of Mexico,for an outside corner of this tract; Thence southwesterly,along the meanders of the shoreline of the Gulf of Mexico,to its intersection with the easterly extension of the south boundary line of Padre Island Nueces County Park No. 1 (Padre Balli Park), for an outside corner of this tract; Thence westerly,with the south boundary line of Padre Island Nueces County Park No. 1 (Padre Balli Park) and its extensions,to a point on the centerline of South Padre Island Drive (Park Road 22),for an inside corner of this tract; Thence southerly along the centerline of said South Padre Island Drive (Park Road 22), to its intersection with the present Nueces-Kleberg County line,for the point of beginning. Metes&Bound Description Page 4 of 4 Save and except 18.00 acres, more or less, described as Padre Island -Corpus Christi, Cane Harbor Bay Subdivision, shown on Plat of Record in Volume 49, Pages 5 and 6,Nueces County, Texas, Map Records; Save and except 40.93 acres, more or less, consisting of a portion of Padre Island No. 1 Subdivision, all of Padre Island No.2 Subdivision, and a portion of the Nicolas and Juan Jose Balli Survey,Abstract No. 1998, located west of and adjacent to Playa Del Rey, and more particularly described as follows; Beginning at a point,the intersection of the southwesterly shoreline of existing Packery Channel and the easterly extension of the south line of Lot 16, Block 34, Padre Island No. 1, shown on Plat of Record in Volume 13, Pages 1 through 8, Nueces County, Texas, Map Records,for the easternmost corner of this tract; Thence westerly with the south line of said Lot 16, Block 34, Padre Island No. 1 and its extensions,to a point on a line that is 120 feet west of and parallel to the west right-of-way line of existing Playa Del Rey,for a southwesterly outside corner of this tract; Thence northwesterly along said line which is 120 feet west of and parallel to the west right-of-way line of existing Playa Del Rey and its northerly extension, to a point on the centerline of existing Verdemar Drive, shown on plat of Padre Island No. 2, in Volume 13, Page 28, Nueces County, Texas, Map Records,for an inside corner of this tract; Thence westerly along the centerline of said existing Verdemar Drive, to its intersection with the centerline of existing Sand Dollar Avenue (formerly Tortugas Avenue), for an outside corner of this tract; Thence northerly along the centerline of said existing Sand Dollar Avenue (formerly Tortugas Avenue), to its intersection with the southeast line of Nueces County Park No. 2 (Packery Channel Park),for an outside corner of this tract; Thence northeasterly along the southeast boundary line of Nueces County Park No. 2 (Packery Channel Park), to a point on the southwesterly shoreline of existing Packery Channel, for the north corner of this tract; Thence southeasterly along the meanders of said southwesterly shoreline of existing Packery Channel, to its intersection with the easterly extension of the south line of Lot 16, Block 34, Padre Island No. 1,for the point of beginning. Save and except 0,217 acres, more or less, described as Lot 10, Block 42,Island Fairway Estates and shown on plat of record in Volume 42, pages 16 and 17, Nueces County,Texas, Map Records. U f x� Laguna Madre FFTFf- 1 4 rti 7 �T. - l/ u � LII TF-TL-=, � I ILLS eS -=_= -- I TETT'TT �a � I 361 i Gulf of Mexico �� Aw • TIRZ # 2- North Padre Island City Council Meeting May 9, 2023 Heather Hurlbert, CPA, CGFO a�,us 4 Asa s C . v y k r r'` *A'6 .. Ak Recap 0 Approved ordinance to extend the term until December 31, 2042 and to add two additional board members to be appointed by City City Council Council on the recommendation of Nueces County Actions November & Approved ordinance to modify boundaries to include all portions of Whitecap PID that were currently outside the zone December 2022 Approved ordinance to amend the project and financing plan to include$2.01M for improvements to R Briscoe King Pavilion, $36.41M for Packery Channel maintenance, $11.51M for Whitecap preserve developer reimbursements, and $150K for a Mobility Plan. Set the City's revenue contribution amount Addition of$150,100,000 in projects to the Project and Financing Plan Today's ActionsModification of Boundaries to include Nueces County Nature Park and Briscoe King Pavilion Approve an interlocal with Nueces County for their participation in the TIRZ Revenue Scenarios Estimated revenue produced over 20 years Participation - �- 100% -20 years $241,200,000 $60,900,000 $302,100,000 $70,200,000 *10016 year 1-5,75%year 6,5%decline peryear 7-10,50%year 11-20 $140,100,000 $60,900,000 $201,000,000 $38,100,000 County Scenario $131,000,000 $60,900,000 $191,900,000 $36,800,000 County Scenario with 10% decline year 16-20 $114,000,000 $60,900,000 $174,900,000 $31,000,000 50%year 1-11, 5% decline per year 12- 19 $82,600,000 $60,900,000 $143,500,000 $22,600,000 * Recommended Scenario Current Projects and Commitments TotalCommitment Packery Channel Maintenance-20 Years $36,400,000 Briscoe King Pavilion $2,000,000 Whitecap Preserve Reimbursement $11,500,000 Mobility Plan $150,000 Total Current Commitments $50,050,000 Potential Project Categories mum,, • Water/Wastewater Infrastructure Projects Recommendation: • Parks and Infrastructure Projects Addition of projects totaling • Mobility Projects $150,100,000 for total project • Developer Reimbursement expense of $201,000,000 • TIRZ Administration TIRZ Boundary Modification Fir Park K ication for Nueces my Nature Park Boundary modification approved by the TIRZ board in November 2022 I Recommend approval of boundary modifications Interlocal with Nueces County mum,, • The TIRZ is formed by the City and other taxing entities participate through an interlocal agreement. • Country has chosen to participate with the following revenue contribution percentages: • 75%for year 1-5 • 70%for year 6 • 65%for year 7 • 60%for year 8 • 55%for year 9 • 50%for year 10-20 Recommend approval of the Interlocal Agreement with Nueces County 9 Next Steps 0 Next Steps • Board discussion and recommendation for specific projects within the broad project categories • Continue discussion with Del Mar about participation • Enter into a new interlocal agreement with Del Mar should they choose to participate N a.rrm " �vs cr �o v NggPqRPY ED AGENDA MEMORANDUM xss2 Action Item for the City Council Meeting of May 16, 2023 DATE: May 16, 2023 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Josh Chronley, CTCD, Assistant Director of Finance & Procurement joshc2@cctexas.com (361) 826-3169 Master Services Agreement Staff Augmentation Services CAPTION: Motion awarding a Master Services Agreement for Staff Augmentation Services to AGICM of Corpus Christi in a total amount not to exceed $1,500,000.00 with a base year and one renewal option to be administratively authorized supporting projects located Citywide with funding available from the Capital Program and Bond Program. SUMMARY: This motion approves a Master Services Agreement to perform as-needed Staff Augmentation Services addressing critical staffing needs experienced in Engineering Services and support delivery of the Capital Improvements Program. BACKGROUND AND FINDINGS: Engineering Services is charged with managing the delivery of the City's Capital Improvements Program. Successful implementation of these programs requires a properly staffed and trained team of program and construction professionals. The department has historically used a blend of in-house and contracted staff resources to accomplish its mission of delivering the City's capital improvement program. The active construction portfolio has 60 contracts with a total current portfolio value of approximately $420 Million. This is expected to continue increasing rapidly throughout the calendar year. We are entering a situation where the compensation plan and recruitment may not be well aligned with the labor market. It is becoming increasingly difficult to hire appropriately qualified staff for existing vacancies. The FY 2023 budget made significant staffing increases in Construction Management but hiring to date has not made significant headway in filling those positions. Engineering and Human Resources are implementing improvements to make the recruiting process more effective. This contract will help Engineering maintain project throughput and oversight while we work to enhance recruitment and retention. The Engineering Services Department has historically used a blend of in-house and contracted staff resources to accomplish its mission of managing capital project delivery. The contract staff are managed in a very similar fashion to City Employees. The contracted personnel are expected to maintain regular business hours on their assigned days of work and to complete required deliverables in the same fashion as a City Employee performing in the same capacity. They are simply paid through the vendor rather than City payroll. The MSA will be a task order driven contract. The funding will come from projects that are supported by contract employees in the same way that Engineering Services charges for our in- house staff's time. The task orders will be based on the hourly T&M rates listed in the contract rate schedule. By retaining the services of ALCM, staff can ensure that major CIP projects have a dedicated staff member, and an architectural review. Some major construction projects to be covered with this contract total $82.5 million and include: • Police Training Academy--$21 million • Fire Station #3--$9.5 million • Bill Witt Aquatic Center--$10 million • Water Gardens--$8 million • Yorktown Boulevard--$20 million • Flour Bluff Drive--$14 million COMPETITIVE SOLICITATION PROCESS This professional services contract falls under statutory exemption and does not require a competitive solicitation. AGICM specializes in helping organizations manage and staff large capital construction programs. They do not design or build projects but act solely as Owner's Representatives. Organizations often have internal Project Management departments, such as Engineering Services, to oversee construction. Sometimes schedules and staffing deficiencies cause the entities to look externally for additional support. In these situations where workloads exceed internal capacity, AGICM offers Staff Augmentation services to clients. They have frequently supported the City with staff augmentation services in the past. AGICM is a locally headquartered firm that has been a valued partner of the City since 1996. AGICM provides a unique service offering in the local marketplace. This contract is being solely sourced to AGICM in the interest of expediting access to these time-sensitive services and because of their specialized local service offering. A competitive solicitation would take several months to complete. ALTERNATIVES: City Council could choose not to award the MSA but this will result in delays and increased costs for both design and construction. FISCAL IMPACT: The fiscal impact is an amount of $1,500,000.00 for the two-year term to be funded through the Capital Program and Bond Program Funds. FUNDING DETAIL: Funding will be available within the budgets of the supported capital projects. RECOMMENDATION: Staff recommends approval of this motion to award an MSA to AGICM. The services are planned to start in May 2023 with completion by April 2025. LIST OF SUPPORTING DOCUMENTS: AE Contract Template se �O O� H SERVICE AGREEMENT NO. U MASTER SERVICE AGREEMENT FOR PROFESSIONAL SERVICES �N�ORPnPPS Ea 1852 This Agreement is between the City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or designee and , an Corporation, Corpus Christi, Texas (Consultant). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I — PROJECT TASK ORDER................................................................................................2 ARTICLE 11 — COMPENSATION...........................................................................................................3 ARTICLE III — QUALITY CONTROL PLAN...........................................................................................4 ARTICLE IV— OPINIONS OF COST....................................................................................................4 ARTICLE V— INSURANCE REQUIREMENTS.....................................................................................4 ARTICLE VI - INDEMNIFICATION .......................................................................................................4 ARTICLE VII — TERM; RENEWALS; TIMES FOR RENDERING SERVICE.........................................5 ARTICLE VIII - TERMINATION OF AGREEMENT...............................................................................5 ARTICLE IX — RIGHT OF REVIEW AND AUDIT..................................................................................6 ARTICLE X— OWNER REMEDIES ......................................................................................................7 ARTICLE XI — CONSULTANT REMEDIES...........................................................................................7 ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION.......................................................................8 ARTICLE XIII — MISCELLANEOUS PROVISIONS...............................................................................9 EXHIBITS Pagel Rev. 21-3 ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Consultant. The general scope for these Task Orders is outlined in Exhibit A. More specific scopes of work will be issued for pricing when a task order is needed. Task Orders shall become a supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services which would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. Consultant will perform the Services in accordance with the approved Scope of Services and with Consultant's response to the Request for Qualifications related to this project, which response is incorporated by reference into this Agreement as if set out here in its entirety. 1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Consultant shall follow City Codes and Standards effective at the time of the execution of individual Task Orders. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant must provide all labor, equipment and transportation necessary to complete all services agreed to in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are issued the fully executed Task Order to proceed. 1.8 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as Exhibit D to this Agreement. 1.9 For projects that require subsurface utility investigation: 1.9.1 The Consultant agrees to prepare and submit to the City a signed and sealed report identifying all utilities within the project area at the Quality Level specified in the Task Order. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. Page 2 Rev. 21-3 1.9.2 Utilities that should be identified include, but are not limited to, City-owned utilities, local franchises, electric companies, communication companies, private pipeline companies and 3rd party owners/operators. 1.10 For project with potential utility conflicts: 1.10.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.10.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.11 The Consultant agrees to conduct all communication through and perform all project-related functions utilizing the City's project management system known as e-Builder. This includes all correspondence, submittals, payment requests and processing, contract amendments and construction phase activities. ARTICLE II — COMPENSATION 2.1 The Compensation for all services included in this Agreement by Task Orders shall not exceed 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not-to-exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order, and for all expenses incurred in performing these services. 2.3 Consultant shall price Task Orders in accordance with Exhibit B, Rate Schedule, subject to approval by the City. 2.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit C. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices in compliance with the Texas Prompt Payment Act. 2.4.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.5 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any Task Order or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.6 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. Page 3 Rev. 21-3 2.7 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 2.5 above for services provided up to the date of suspension. ARTICLE III —QUALITY CONTROL PLAN 3.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 3.2 The Consultant will perform QCP Reviews at intervals during the project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the project scope. Based on the findings of the QCP Review, the Consultant must reconcile the project scope and Opinion of Probable Cost (OPC) as needed. 3.3 Documents that do not meet City standards in effect at the time of the execution of a related Task Order may be rejected. If documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE IV—OPINIONS OF COST 4.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 4.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 4.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE V— INSURANCE REQUIREMENTS 5.1 Consultant must not commence work under this Agreement until all required insurance has been obtained, and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 5.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE VI - INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, Page 4 Rev. 21-3 employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, included in the indemnification above if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VII —TERM; RENEWALS; TIMES FOR RENDERING SERVICE 7.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 7.2 This Agreement shall be applicable to Task Orders issued hereunder from the Effective Date of the Agreement until Task Orders are complete. 7.3 The term of this Agreement shall be for a period of_ years beginning on the Effective Date, unless extended by authority of the City Manager or designee. The Agreement may be renewed for up to renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 7.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VIII - TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: Page 5 Rev. 21-3 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Consultant shall mark partially completed work as "Draft" and does not guarantee the accuracy or reliability of partially completed work submitted in accordance with this Article. 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, federal and state tax filings for issue in questions and any and all other agreements, sources Page 6 Rev. 21-3 of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City's regular business hours. Upon reasonable prior notice, Consultant agrees to allow City's designee access to all of Consultant's records, Consultant's facilities and Consultant's current or former employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X—OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of defects, errors and omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been defects, errors and omissions in the documents. 10.2 When the City incurs non-value added work costs for change orders due to design errors or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, epidemics, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. Page 7 Rev. 21-3 11.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within 21 calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 Within 30 calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have 30 calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Alternative Dispute Resolution. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement and City shall continue to make payments in accordance with this Agreement. 12.2 Alternative Dispute Resolution 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within 30 calendar days after a Party delivers a written notice of such dispute,then the Parties shall proceed with the mediation process contained herein. 12.2.3 Mediation 12.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than 30 or more than 90 calendar days following the date of the request, except upon agreement of both parties. Page 8 Rev. 21-3 12.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within 30 calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute in this Agreement. 12.4 In case of litigation between the parties, Consultant and City agree that they have knowingly waived and do hereby waive the right to trial by jury and have instead agreed, in the event of any litigation arising out of or connected to this Agreement, to proceed with a trial before the court, unless both parties subsequently agree otherwise in writing. 12.5 No Waiver of Governmental Immunity. This Agreement is to perform a governmental function solely for the public benefit. Nothing in this Agreement shall be construed to waive City's governmental immunity from lawsuit, which immunity is expressly retained to the extent it is not clearly and unambiguously waived by state law. ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse, without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a professional engineer prior to re-use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or Page 9 Rev. 21-3 certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.6 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 13.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 13.9 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_forml295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 13.10 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index 13.11 Provisions Required by Law. Each applicable provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were physically included herein. 13.12 Public Information. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Consultant agrees that the contract can be terminated if the Consultant knowingly or intentionally fails to comply with a requirement of that subchapter. 13.13 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. 13.14 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.15 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in any documents prepared by Consultant and included herein is in conflict with Articles I - XII of this Agreement (Articles) and/or an approved Task Order, the Articles and/or the Task Order shall take Page 10 Rev. 21-3 precedence and control to resolve said conflict. 13.16 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. Page 11 Rev. 21-3 CITY OF CORPUS CHRISTI ENGINEERING, INC. Michael Rodriguez (Date) Name (Date) Chief of Staff Title Address City, State, ZIP (361) xxx-xxxx Office email@company.com APPROVED AS TO LEGAL FORM Assistant City Attorney (Date) for City Attorney ATTEST Rebecca Huerta, City Secretary Page 12 Rev. 21-3 .gpUS GO ,� H c EXHIBIT A U SCOPE OF SERVICES 00 Polk" 1852 Master Services Agreement Consultant Proposal / Rate Sheet Exhibit B Page 1 of 1 +, N p p p o 0 0 0 0 0 0 0 00 0 0 0 O O O O O M O O O m m m LO M LO 0V Q 0 0 0 0 0 LO 0 0 ~ ~ ~ O O O M O UO Cl) N M N CO L E 0 04 a U cwt �. Q 0 0 00 0 O O O p 00 O 00 0 J mE O O O O O O O O m 0LO0LO 0Om m m o LO� 111- NN 0 NT0 rnV o a cn g '� O � I- LO I- � � M N LI- C%4 O� M LO � � � j K3 60} 60} 60} 60} Ef} Ef} O W O O 00 O O O O p p p O 00 O 0 0 0 09 0 0 0 o m m m 0 0 0 0 J V O O O O O 0 0 0 0 O O O O H N Ef3 Ef3 N S M W 61), 61), V 2 O O 00 O O O O p 00 O 00 O W N O O 99 O O O O m m m O O O O p M 4) 0 0 0 0 0 0 0 0 � � � O 0 0 0 Z 0 O O 60, 61), 0 61), 61), 61), 61), OHO O O O LO LO LO LO a a s W O O O O O O O O p p p 00 O O -� - 4) 99990 O O O m m m O 999 V 0 0 0 0 0 0 0 0 0 0 0 0 L o 66 o66 665 o LO LO oLOLO W W > O U LO o a� H X 'It N ? CO U X N O O 00 O O O O p p p O O O O LU X o o 0 0 0 0 0 0 o m m m o 0 0 0 2 O O O O i 0 0 LO 0 LO O N N ~ ~ ~ Iq LO Iq O CO) CO W Z Z O O O O f- W) N O r CO f� N f- a) W ++ H O Cl) S M 00 N 00 -If N V LV •V 0 U E!> E!> EA EA EA EA EA EA EA EA O LU ti � Ja '� N 0 0 0 0 0 O O O p p p 0 O O O ? N > 0 0 0 0 0 0 O O I-- 1-- O 1- J LO CN I- O Z N O N (D N M co J U 69- _7 I_ _ _ _ _ N Q U EA EA EA EA EA EA EA Z C3-.Z 0 0 0 0 0 O O O p p p 0 O O O W CO " O O O O O9 O O m m m 0 O O O W L 000000 000 � � � 0 000 00 � � Z6ov 06ov6ov 0 V), CN V), CN 0 cq � o U0 0 QN o LL O O 00 O O O O p 00 O 00 O Co0 + 0 o 0 0 0 0 0 0 o m m m O o 0 0 X00000 0000 000 Cl) CO r o o � 0 0 0 0 0 0 0 = W g ma as co U ci W Wcu LL 0 =' W c- 42 u°i >. .° Li ( W �- � 4) CU - LL d CU t5 cu o rn 2 Q F m � w V W v U V1 to d E L Q Q J N ca 0 70 o D a) c6 c6 °� U O cu _0 O o a m 0o d p m U cn Q a a 0 cn cn cn m Q ; ; Exhibit C Page 1 of 1 EXHIBIT D Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1 .2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1 ,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have 3-year reporting period provisions or be maintained for 3 years after project completion. 1 .3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1 .4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, with the exception of professional liability, which may be on a per claims made basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1 Rev 12/20 1 .5 Consultant is required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1 .6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1 .6.1 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non-renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1 .7 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1 .8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1 .9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1 .10 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1 .11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2 Rev 12/20 SUPPLIER NUMBER TO BE ASSIGNED BY CITE PURCHASING DIVISION tir►rr� City of CITY OF CORPUS CHRISTI Corpus DISCLOSURE OF INTEREST Christi City of Corpus Christi Ordinance 17112, as amended,requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicaf�le, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: P. O.BOX: STREET ADDRESS: CITY: ZIP: FIRM IS: 1. Corporation ❑ 2. Partnership ❑ 3. Sole Owner E]4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Job Title and City Department(if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Consultant N/A EXHIBIT "E" Page 1 of 2 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement,that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas as changes occur. Certifying Person: Title: (Type or Print) Signature of Certifying Date: Person: DEFINITIONS a. `Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part- time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain,whether professional,industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint stock company,joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi,Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements.,, g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. EXHIBIT "E" Page 2 of 2 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology .......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work................................................................................9 Article 5—Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions ..............9 Article 6—Bonds and Insurance .................................................................................................................10 Article 7—Contractor's Responsibilities.....................................................................................................10 Article 8—Other Work at the Site...............................................................................................................10 Article 9—Owner's and OPT's Responsibilities...........................................................................................10 Article 10—OAR's and Designer's Status During Construction ..................................................................11 Article 11—Amending the Contract Documents; Changes in the Work ....................................................13 Article 12—Change Management ..............................................................................................................13 Article13—Claims.......................................................................................................................................14 Article 14—Prevailing Wage Rate Requirements.......................................................................................16 Article 15—Cost of the Work; Allowances; Unit Price Work......................................................................16 Article 16—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................16 Article 17—Payments to Contractor; Set-Offs; Completion; Correction Period........................................16 Article 18—Suspension of Work and Termination.....................................................................................16 Article 19—Project Management...............................................................................................................16 Article 20—Project Coordination................................................................................................................16 Article 21—Quality Management...............................................................................................................17 Article 22— Final Resolution of Disputes....................................................................................................17 Article 23—Minority/MBE/DBE Participation Policy..................................................................................17 Article 24—Document Management..........................................................................................................17 Article25—Shop Drawings.........................................................................................................................17 Article26— Record Data .............................................................................................................................20 Article 27—Construction Progress Schedule..............................................................................................21 Article 28—Video and Photographic documentation ................................................................................21 Article 29— Execution and Closeout...........................................................................................................21 Article30—Miscellaneous..........................................................................................................................22 EXHIBIT F Page 1 of 22 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi (City)authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid -The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements -The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; EXHIBIT F Page 2 of 22 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; C. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; C. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act,42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous,toxic, or dangerous waste, substance, or material. 17. Contract -The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications,and increases or decreases in unit price quantities, if any,that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; EXHIBIT F Page 3 of 22 b. Achieve Substantial Completion; and C. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work -The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract -The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs-All costs, losses,damages,and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. EXHIBIT F Page 4 of 22 32. Laws and Regulations; Laws or Regulations-Applicable laws,statutes, rules, regulations, ordinances,codes,and orders of governmental bodies,agencies,authorities,and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award-The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner-The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR -The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule - A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. EXHIBIT F Page 5 of 22 45. Resident Project Representative or RPR-The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor -An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion - The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions - The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data-Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or C. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, EXHIBIT F Page 6 of 22 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work-Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive - A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense,"or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms"day"or"calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. EXHIBIT F Page 7 of 22 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. EXHIBIT F Page 8 of 22 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK ARTICLES—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. EXHIBIT F Page 9 of 22 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. EXHIBIT F Page 10 of 22 9.06 Insurance 9.07 Modifications 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections,tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. EXHIBIT F Page 11 of 22 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work,or accept the Work under the provisions of Paragraph 16.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. EXHIBIT F Page 12 of 22 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. C. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work EXHIBIT F Page 13 of 22 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13—CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. EXHIBIT F Page 14 of 22 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12,shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. EXHIBIT F Page 15 of 22 ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 16—TESTS AND INSPECTIONS;CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17—PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18—SUSPENSION OF WORK AND TERMINATION ARTICLE 19— PROJECT MANAGEMENT ARTICLE 20—PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. EXHIBIT F Page 16 of 22 ARTICLE 21—QUALITY MANAGEMENT ARTICLE 22—FINAL RESOLUTION OF DISPUTES ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24—DOCUMENT MANAGEMENT ARTICLE 25—SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general,conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. EXHIBIT F Page 17 of 22 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. C. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. EXHIBIT F Page 18 of 22 C. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. EXHIBIT F Page 19 of 22 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.B that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26—RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop EXHIBIT F Page 20 of 22 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. C. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29—EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. EXHIBIT F Page 21 of 22 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30—MISCELLANEOUS END OF SECTION EXHIBIT F Page 22 of 22