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HomeMy WebLinkAboutC2018-627 - 6/26/2018 - Approved DocuSign Envelope ID:2263F462-4705-471 D-BB3B-9F911141 F460 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS000114000001 UNDER THE IMMUNIZATION/LOCALS GRANT PROGRAM I.PURPOSE The Department of State Health Services ("System Agency" or"DSHS), a pass-through entity, and Corpus Christi-Nueces County Public Health District (City) ("Grantee") (each a "Party" and collectively the "Parties") enter into the following grant contract to provide funding for immunization services (the "Contract"). II.LEGAL AUTHORITY This Contract is authorized by and in compliance with the provisions of the Public Health Services Act Section 317,42 U.S. Code Section 247B and Texas Health and Safety Code Chapter 12. III.DURATION The Contract is effective on September 1, 2018, and terminates on August 31, 2019 (hereinafter referred to as"Fiscal Year 2019"or"FY 2019"),unless renewed,extended,or terminated pursuant to the terms and conditions of the Contract. The System Agency,at its own discretion,may extend this Contract subject to terms and conditions mutually agreeable to both Parties. IV.BUDGET The total amount of this Contract will not exceed ONE HUNDRED THIRTY-FOUR THOUSAND ONE HUNDRED TWENTY-FIVE DOLLARS ($134,125.00) in state funds and ONE HUNDRED SEVEN THOUSAND FIVE HUNDRED TWELVE DOLLARS ($107,512.00) in federal grant funds for a total amount not to exceed of TWO HUNDRED FORTY-ONE THOUSAND SIX HUNDRED THIRTY-SEVEN DOLLARS ($241,637.00). All expenditures under the Contract 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 FY 2019 work may begin and no charges may be incurred until the System Agency issues a written notice to proceed to Grantee. This 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 the 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. VI.REPORTING REQUIREMENTS C2018-627 • 6/26/18 Ord. 031467 Tx Dept of State Health Services em Agency Contract No HHs000114000001 Page 1 of 38 SCANNED DocuSlgn Envelope ID 2263F462.4705-471D-BB3B-9F911141F460 The Contract contains reporting requirements as stated in Attachment A, Statement of Work. VII.CONTRACT REPRESENTATIVES. The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. System Agency Texas Department of State Health Services PO Box 149347,MC 1990 Austin,Texas 78714-9347 Attention: Tray Kirkpatrick Grantee Corpus Christi-Nueces County Public Health District(City) 1702 Home Road Corpus Christi,Texas 78416 Attention: Jessica Hernandez, LVN VIII.LEGAL.NOTICES Any legal notice required under this Contract shall be deemed delivered when deposited by the System Agency either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier,overnight,signature required,to the appropriate address below: System Agency Texas Department of State Health Services PO Box 149347,MC 1911 Austin, Texas 78714-9347 Attention: General Counsel Grantee Corpus Christi-Nueces County Public Health District(City) 1702 Home Road Corpus Christi,Texas 78416 Attention: Annette Rodriguez Notice given by Grantee will be deemed effective when received by the System Agency. Either Party may change its address for notice by written notice to the other Party. IX.ADDITIONAL GRANT INFORMATION Federal Award Identification Number(FAIN): TBD Federal Award Date: TBD Name of Federal Awarding Agency: Centers for Disease Control and Prevention CFDA Name and Number: Immunizations and Vaccines for Children Program 93.268 Awarding Official Contact Information: TBD System Agency Contract Nu HHS000114000001 Page 2 or 38 DocuSign Envelope ID:2263F462-4705-471 D-BB3B-9F911141F460 SIGNATURE PAGE FOLLOWS SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No. HHS000114000001 SYSTEM AGENCY GRANTEE f--DoCuSgned by DocuSipned tby: tuur. 143030e5CC75416 4FC9fl92722CE414V Janna Zumbrun Name: Annette Rodriguez Associate Commissioner Title: Health Director Date of execution:July 5, 2018 Date of execution:July 5, 2018 THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No. HHS000114000001 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A—STATEMENT OF WORK ATTACHMENT B—BUDGET ATTACHMENT C—UNIFORM TERMS AND CONDITIONS ATTACHMENT D—SUPPLEMENTAL AND SPECIAL CONDITIONS ATTACHMENT E—FEDERAL ASSURANCES AND CERTIFICATIONS ATTACHMENT F—FFATA ATTACHMENT G—DATA USE AGREEMENT ATTACHMENTS FOLLOW System Agency Contract No HHS000I 14000001 Page 3 0138 DocuSIgn Envelope ID 2263F4624705-471D-8838-9F91 t 141F460 SIGNATURE PAGE FOLLOWS SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No. HHS000114000001 SYSTEM AGENCY GRANTEE AN Janna Zumbrun Name:Annette Rodrigue Associate Commissioner Title: Date of execution: D• of execution THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No. HHS000114000001 A HERESY INCORPORATED BY REFERENCE: ATTEST: E' C ATTACHMENT A—STATEMENT OF WORK RE C R SECREETA TTARY CITY SEY ATTACHMENT B—BUDGET ATTACHMENT C—UNIFORM TERMS AND CONDITIONS ATTACHMENT D—SUPPLEMENTAL AND SPECIAL CONDITIONS ATTACHMENT E—FEDERAL ASSURANCES AND CERTIFICATIONS ATTACHMENT F—FFATA ATTACHMENT G—DATA USE AGREEMENT ATTACHMENTS FOLLOW Approved as to t, sistant City Attorn: For City Attorney Kd 631'4 CO 7• AU1HUKILr.e RY cam. O6/Z611 S SECRETARY-1p System Agency Contract No HHS000114000001 Page 3 of 38 DocuSign Envelope ID 2263F462-4705.471 D-BB3B-9F911141 F460 ATTACHMENT A STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES Grantee will: A. Implement and operate an immunization program for children,adolescents,and adults, with special emphasis on accelerating interventions to improve the immunization coverage of children three (3) years of age or younger (birth to 35 months of age). Grantee shall incorporate traditional and non-traditional systematic approaches designed to eliminate barriers, expand immunization capacity, and establish uniform operating policies,as described herein. B. Be enrolled as a provider in the Texas Vaccines for Children (TVFC) and the Adult Safety Net (ASN) Programs by the effective date of this Contract. This includes a signed Deputization Addendum Form (EF 11-13999) and adherence to the TVFC Operations Manual, TVFC and ASN Provider Manual, and associated TVFC policy guidelines provided by the DSHS Immunization Unit, as amended (available at http: iwww.dshs.texas.goy'immunize tvfatvfc manual.shtm and http:;/www.dshs.texas.crov'immunize tvfc;publications.aspx). C. Comply with written policies and procedures provided by DSHS in managing vaccines supplied through the ASN and TVFC Programs, including guidelines for proper storage,handling,and safeguarding of vaccines in the event of natural disaster. Grantee will comply with all requirements laid out in the final, approved FY 19 Work Plan, as amended and approved by DSHS. 1. Grantee will use the current vaccine management system as described in the TVFC and ASN Provider Manual, as amended. 2. Grantee will notify ASN and TVFC providers of changes to vaccine storage and handling,vaccine management reporting, and present updates and training to providers, as requested by DSHS. 3. Grantee will plan and implement community-based activities and collaborations to accomplish the required tasks as specified in the final,approved FY I9 Work Plan. D. Report all notifiable conditions as specified in Texas Administrative Code(TAC)Title 25, Part I §§ 97.1-97.6,as amended,and as otherwise required by law, E. Report all vaccine adverse event occurrences in accordance with the 1986 National Childhood Vaccine Injury Act (NCVIA) 42 U.S.C. § 300aa-25 (located at http:. vaers.hhs.gov or 1-800-822-7967), as amended. F. Inform and educate the public about vaccines and vaccine-preventable diseases,as described in the FYI9 Work Plan and in the DSHS Immunization Contractus Guide for Local Health Departments, as amended(located at System Agency Contract No HHS000114000001 Page 4 of 38 DocuSign Envelope ID 2263F462-4705-471D-BB3B•9F911141F460 https: 'dshs.tcxas.cov:immunizc:lhd.shtm). G. Conduct outreach and collaborative activities with American Indian tribes located within the boundaries of the Grantee's jurisdiction. H. Report outreach done,and collaborative efforts made,with the American Indian tribes in the Grantee's jurisdiction, as directed by System Agency. I. Perform outreach and education activities targeting adolescents 14 to 18 years of age and their parents via healthcare providers, healthcare clinics, hospitals, and any other healthcare facility providing health care to adolescents 14 to 18 years of age to satisfy Texas Health and Safety Code Chapter 161, Subsection A, Section 161.0095 requirements, as amended. Outreach and education activities must focus on the immunization registry and the option for an individual who is 18 years of age or older to consent as an adult and have their childhood immunization records stored within the immunization registry for a lifetime. Additional outreach and educational activities may focus on high schools,colleges, and universities. J. Work to promote a healthcare workforce within the Grantee's service area (including Grantee's staff) that is knowledgeable about vaccines, vaccine safety, vaccine- preventable diseases,and delivery of immunization services. K. Not deny vaccinations to recipients because they do not reside within Grantee's jurisdiction or because of an inability to pay an administration fee. L. Comply with all applicable federal and state regulations and statutes, as amended, including but not limited to: 1. Human Resources Code §42.043,VTCA; 2. Education Code§§38.001-38.002, VTCA; 3. Health and Safety Code §§12.032, 81.023,and 161.001-161.009,VTCA; 4. TAC Title 25,Chapter 97; 5. TAC Title 25,Chapter 96; 6. TAC Title 25,Chapter 100; 7. 42 USC §§247b and 300 aa-25; 8. Omnibus Budget Reconciliation Act of 1993, 26 USC §4980B. M. Comply with current applicable state and federal standards,policies,and guidelines,as amended, including but not limited to DSHS Standards for Public Health Clinic Services, revised August 31, 2004 (located at http:: www.dshs.texas.goN 'gmbrdefault.shtm#public). N. Be responsible for identification and case management of all hepatitis B surface antigen (HBsAg)-positive pregnant women. Grantee shall ensure timely newborn post exposure prophylaxis(PEP)with hepatitis B vaccine and hepatitis B immune globulin (HBIG), timely completion of doses two and three of hepatitis B vaccine, and timely System Agency Contract No HHS000114000001 Page 5 of 38 DocuSign Envelope ID 2263F462-4705-471D-8838-9F911141F460 completion of post-vaccination serologic testing(PVST). 0. Be responsible for assessing and/or auditing coverage rates and/or compliance with vaccine requirements at assigned schools and childcare facilities in accordance with the Population Assessment Manual,which is distributed annually from the Department. P. Be responsible for conducting outreach regarding vaccinations for children(19 through 35 months of age in the Grantee's jurisdiction) included on the list distributed to Grantee by the ImmTrac Group at DSHS. Lists are distributed through ImmTrac2 at the start of each quarterly reporting period. Q. Be responsible for conducting outreach to 17-year-olds included on the lists distributed to the Grantee by the ImmTrac Group at DSHS to explain the lifetime registry and obtain their consent to remain in ImmTrac2 as an adult. R. Be responsible for conducting outreach to existing ImmTrac2 providers that have not logged into ImmTrac2 in the last 90 days. S. Transfer(which may include shipping)overstocked vaccines and vaccines approaching expiration to alternate providers for immediate use when instructed to do so by the DSHS Public Health Region(PHR)Immunization Program Manager to avoid vaccine waste. Grantee is responsible for covering the cost to ship overstocked vaccines and vaccines approaching expiration. T. Receive written approval from DSHS before varying from applicable policies, procedures, protocols, and/or work plans, and must update and disseminate its implementation documentation to its staff involved in activities under this Contract within forty-eight(48)hours of making approved changes. U. Review monthly Contract funding expenditures and salary savings from any Contract- paid staff vacancies and revise spending plan to ensure that all funds will be properly expended under this Contract before the end of the Contract term. V. Send at least one representative to System Agency's Immunization Unit mandatory meetings, including the 1) TVFC Annual Training typically held in the first two quarters of the Contract year, and 2) another training as determined by the Immunization Unit. Additional mandatory meetings may be required during the Contract term. W. Submit out-of-state travel requests to the Immunization Unit for approval when utilizing Contract funds or program income. X. Agree DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Grantee's expenditures on a monthly basis. If expenditures are below what is projected in Grantee's total Contract amount, Grantee's budget may be subject to a decrease for the remainder of the System Agency Contract No HHS000114000001 Page 6 of 38 DocuSign Envelope ID:2263F462-4705-471 D-BB3B-9F911141 F460 Contract term. Vacant positions existing after ninety(90)days may result in a decrease in funds. V. Utilize the Assessment, Feedback, Incentives, and eXchange (AFIX) on-line tool and methodology to assess immunization practices and coverage rates for all subcontracted entities and non-local health department clinics. Immunization provider coverage rates will be generated using the Comprehensive Clinic Assessment Software Application (CoCASA), as specified by DSHS. Z. Utilize the Centers for Disease Control and Prevention (CDC) Provider Education, Assessment, and Reporting (PEAR) system and directly enter data into PEAR to document TVFC compliance site-visits for all subcontracted entities and non-local health department clinics. If not entered directly into PEAR at the time of the visit,the Contractor shall submit the final assessment results in the PEAR system within twenty- four(24)hours of conducting the visit. AA. Utilize the CDC PEAR system and directly enter data into PEAR to document TVFC unannounced storage and handling visits conducted at TVFC provider offices. If not entered directly into PEAR at the time of the visit,the Contractor shall submit the final unannounced storage and handling visit results in the PEAR system within twenty-four (24)hours of conducting the visit. BB. Report the number of doses administered to underinsured children monthly,as directed by DSHS. CC. Report the number of unduplicated underinsured clients served,as directed by DSHS. DD. Complete and submit Immunization Inter-Local Agreement (ILA) Quarterly Report form, utilizing the format provided by the DSHS Immunization Unit and available at https:, dshs.texas.go% immunize Ihd.shtm. by the report due date. If the due date falls on a weekend or state approved holiday,the report is due the next business day. Report Type Reporting Period Report Due Date Programmatic 09/1/2018 to 11/30/2018 12/31/2018 Programmatic 12/1/2018 to 02/28/2019 3/31/2019 Programmatic 03/1/2019 to 05/30/2019 6/30/2019 Programmatic 06/1/2019 to 08/31/2019 09/30/2019 Submit quarterly reports electronically through SurveyGizmo following instructions provided by the DSHS Immunization Unit and according to the time frames stated above. Supplemental report documents(PEAR and AF1X reports,vacancy letters, etc.)should be sent to dshsimmunizationcontracts(dshs.texas.gov. System Agency Contract No HHS000I 14000001 Page 7 of 311 DocuSign Envelope ID 2263F462-4705-471D-8838-9F911141F460 II. PERFORMANCE MEASURES A. The System Agency will monitor the Grantee's performance of the requirements in this Attachment A and compliance with the Contract's terms and conditions. B. The following performance measures will be used,in part,to assess Grantee's effectiveness in providing the services described in this Contract, without waiving the enforceability of any of the terms of the Contract. 1. Investigate and document, in accordance with DSHS Emerging and Acute Infectious Disease Investigation Guidelines(located at http: /www.dshs.texas.gov'IDCU.investigation/Investivation-Guidance.xls)and NBS Data Entry Guidelines(located at https:.'Ytrnedss.dsh s.texas.got 8009,PHINDox:'UserResources.NBS DataEnu7 Gui de20!7.pdJ),at least 90%of confirmed or probable reportable vaccine-preventable disease cases within thirty(30)days of initial report to public health. 2. Complete 100% of the follow-up activities, designated by DSHS, for TVFC provider quality assurance site visits assigned by DSHS. 3. Contact and provide case management to 100°0 of the number of hepatitis B surface antigen-positive pregnant women identified. 4. Contact 3°0 or 250 children(whichever is more),per each Full Time Equivalent (FTE)contract employee position that conducts[mmTrac2 activities,who are not up-to-date on their immunizations according to the (mmTrac2-generated client list provided to the Grantee by DSHS at the beginning of each reporting period. 5. Participate in at least one (1) collaborative meeting concerning tribal health issues, concerns, or needs with American Indian tribal members during the Contract term if American Indian tribes are in their jurisdiction. 6. Review 100°0 of monthly biological reports, vaccine orders (when applicable), and temperature recording forms for accuracy to ensure the vaccine supply is appropriately maintained and within established maximum stock levels. Review and approval for vaccine orders (when applicable) must be documented in the Electronic Vaccine Inventory(EVI)system. 7. Complete 100°0 of childcare facility and Head Start center audits and assessments, in accordance with the Immunization Population Assessment Manual, as assigned by the DSHS Immunization Unit. 8. Complete 100°0 of public and private school audits, assessments, retrospective surveys,and validation surveys,in accordance with the Immunization Population Assessment Manual, as assigned by DSHS. System Agency Contract No HHS000114000001 Page 8 of35 DocuSign Envelope ID 2263F462.4705-471D-BB38-9F911141F460 III. INVOICE AND PAYMENT A. Grantee shall request payment by preparing an invoice and submitting acceptable supporting documentation for reimbursement of the required services,deliverables. Invoices and supporting documentation provided shall be submitted to System Agency no later than thirty(30)days after the last day of each month. Documentation shall be submitted in a format approved by DSHS Immunization Unit. At a minimum invoices should include: 1. Grantee name, address, email address, vendor identification number or Social Security number,and telephone number; 2. DSHS Contract or Purchase Order number; 3. Dates services were completed and/or products were delivered;and 4. The total invoice amount; and 5. Supporting documentation must include receipts with a zero balance for items such as hotel, rental car and fuel, taxi, airline or mileage as documented by a readily available online mapping service. Receipts for supplies,registration fees and other items ordered and paid. A copy of the Personnel and Temporary Staff General Ledger for the period which supports the budget items requesting reimbursement. Paid invoices to contractors for services received. Receipts for meals are not required. B. Grantee shall request monthly payments using the State of Texas Purchase Voucher (Form B-13)at http:: www.dshs.texas.uov grants:forms.shtm. Voucher and supporting documentation shall be mailed or submitted by fax or electronic mail to DSHS Claims Processing Unit at the address/number below,and also sent via email to Tray Kirkpatrick, DSHS Contract Management Section,at Tray.Kirkpatrickp dshs.tcxas.eov, and to the Immunization Unit at DSHSlmmunizationContractsra dshs.tcxas.gov. Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin,TX 78714-9347 FAX: (512)458-7442 EMAIL: invoices(a dshs.texas.eov and to CMSinvoices;`a.dshs.texas._ov C. Grantee will be paid on a cost reimbursement basis and in accordance with the Budget in Attachment B of this Contract. System Agency Contract No HHS0001 I4000001 Page 9 of 38 DocuSign Envelope ID 2263F462-4705-4710-8838-9F911141F460 ATTACHMENT B BUDGET Organization Name: Corpus Christi-Nueces Co PHD(City) Program ID: IMM'LOCALS Contract Number: HHS000114000001 Budget Categories Budget for FY 2019 Personnel $146,548.00 Fringe Benefits $62,752.00 Travel $7,324.00 $0.00 Equipment $12,052.00 Supplies Contractual $0.00 Other $12,961.00 Total Direct Costs $241,637.00 Indirect Costs $0.00 Total $241,637.00 System Agency Contract No HHS000 I 14000001 Page 10 of 38 DocuSign Envelope ID 2263F462-4705.4710-BB3B•9F911141F460 HHSC Un/orm Terms and Conditions Versico 2 15 Published and Effective September 1.2011 Responsble Office Chief Counsel TEXAS s i- Health and Human Services Health and Human Services Commission HHSC Uniform Terms and Conditions -Grant Version 215 System Agency Contract No HHS000I 14000001 Page 11 of 38 DocuSign Envelope I0 2263F462.4705-471D-BB3B-9F911141F460 I 11f1 I 01 (O\II"\T' ARTICLE I TIONS.AND INTERPRETIVE PRO%ISIONS 4 1 4 1.02 Interpretive Pro kions..._. . 5 :ARTICLE II Payment Methods and Restriction 6 2.01 Pirrment%lethods . __. 6 2 02 Final Billing Submission .6 2(11 Financial Statue Reports(1SRc) 7 2.(1-t Deht to State and Corporate Status._. .. . _. ,. , . ..7 2.05 Ipplicahon of Pacment Due_ ? 2.06 I Ke of Funds 2.07 t'se for Match Pndnbited ? 2.08 Program Income ... . . ._. .._ _ .. ... . . . 7 2 09 lnnsupptanung R ARTICLE III.STATE AND FEDERAL EC MDIMG 8 3(11 Funding 3 02 No debt 1gainst the State 8 3.01 Debt to Staae.. R 1 04 Recapture of Funds, 8 ARTICLE ll"Alluaable Costs and Audit RequIrctnrnts .. ..... ... .._.._...... . _...,......_ . 9 4 0 Allowable Cort, _ 9 02 Independent Single or Program-Specific \edit. 10 4 03 Submission of 1ud11 ti) Article V AFFIRM.A1'1O'Ss,ASST kANC'ES AND CFR"![FICA TIONS , . ,,.,.. . .. to 5 01 General Affirmation., !U 5.02 federal Assuran.es 10 5.03 Federal Cerufi.atitms 10 ARTICLE VI OAANER.SIIIPAND I\TELLECTI'AI.PROPERTY ._._.... .._ _.__. ._. ... 11 6.01 Ownership 11 6 02 lnte1lc4lual Property , . . ... .. . .. .... 11 ARTICLE A II RECORDS,AUDIT, ANI)DISCLOSURE l 1 701 Books and Recardis ., . tt 702 1ccr-c in records,hooks,and documents I t (]rwlec; minrm erns and'',.$.I.t"res txi,c_o:t� System Agency Contract No HHS0001 1 400000 1 Page 12 of 38 DocuSign Envelope ID 2263F462-4705-471 D-BB3B•9F911141 F460 7 01 Re on compliance with audu nr inspection findings 12 7.04 SAO Audit. . 12 7.05 Confidentwlitc . 12 7.06 Pub lx Information Act.__,_.._.. .. 12 ARTICLE VIII C'O\'rR►CT NIANM E'IEN r AND EARLY TERt1f1N ATION 12 8.01 Contract‘lanagenhnl 12 8.02 Termination for Convenience_ 13 14.0.1 Termination for Cause_ 11 R 04 Equitable Settlenient._ 11 %RTICLI IY 1IISC'ELL:A.\1 01 S PROVISIONS 13 9 01 Unendment 13 9 02 Insurance . 13 9.03 Legal Oblications..._. _. .. 14 9 04 l'ermining and 1 sen-sure 14 9 05 Indemnth . . 14 906 Assignments I S 9 07 Relationship of the Parties. . 15 9.08 Technical Guidance Letters.. 15 9 09 Goccming I.At%and N.r enue l6 9.11 Surcisabnhtc.. . .. 16 9 12 1—orc.e I[tie urc 16 9 13 No Waiver of Provisions 16 914 Publictts 16 9 15 Prolubitton un Non-eompetc Restra'tiuro 17 9 t6 \u Walser of Susereigt Immunity . . _ .. . 17 9 17 Lnttrc Contract and 3.1udili.ation _ l7 9 IX Counterparts 17 9 19 Proper Authorih 17 9.20 Employment Verification 17 9.21 Cecil Rights I7 Grantee Uniform Terms and Conditions Page 3ofl9 r System Agency Contract No HHS000I 14000001 Page 13 of 38 DocuS gn Envelope ID•2263F452-4705-4710-8838-9F911141 F460 ARTICLE 1.DEFINITIONS AND INTERPRETIVE PROVISIONS 1.01 Definitions As used in this Contract,unless the context clearly indicates otherwise,the following terms and conditions have the meanings assigned below• '.Amendment" means a written agreement, signed by the parties hereto. which documents changes to the Contract other than those permitted by Work Orders or Technical Guidance Letters,as herein defined. \ttachment"means documents,terms,conditions, or additional information physically added to this Contract following the Signature Document or included by reference, as if physically, within the body of this Contract. "Contract"means the Signature Document,these I'niform Terms and Conditions,along with any Attachments, and any Amendments, or Technical Guidance Letters that may be issued by the System Agency,to be incorporated by reference herein for all purposes if issued. "Deliverable" means the work product(s) required to be submitted to the System Agency including all reports and project documentation "I:ffectise Date"means the date agreed to by the Parties as the date on which the Contract takes effect. "Federal Fiscal Year"means the period beginning October I and ending September 30 each year,which is the annual accounting period for the United States government. "G.1AP"means Generally Accepted Accounting Principles. `GASB"means the Governmental Accounting Standards Board. "Cnmle."means the Party receiving funds under this Contract,if any.May also be referred to as "Contractor"in certain attachments. "Health and Hunt.m Sentces Commissa.m' or "HHSC"' means the administrative agency established under Chapter 531,Texas Govemment Code or its designee. "HO l3"means Historically Underutilized Business, as defined by Chapter 2161 of'the Texas Government Code. "intellectual Prop.rte" means inventions and business processes, whether or not patentable: works of authorship:trade secrets;trademarks;service marks:industrial designs;and creations that are subject to potential legal protection incorporated in any Deliverable and first created or developed by Grantee,Grantee's contractor or a subcontractor in performing the Project "Mentor Protege" means the Comptroller of Public Accounts' leadership program found at: http www window state tx us prox.urementprog huh mentorprotege Grantee Uruform Terms and i ondtnau Page 4 of 19 SII System Agency Contract No HHS0001 1400000 1 Page 14 of 38 DocuSign Envelope ID 2263F462-4705-471D-B83B-9F911141F460 "Parties"means the System Agency and Grantee.collectively "Party"means either the System Agency or Grantee.inditidually- "Program"means the statutorily authorized activities of the System Agency under which this Contract has been awarded "Project"means specific activities of the Grantee that are supported by funds provided under this Contract. "Public Information let"or"PI 1"means Chapter 552 of the Texas Government Code "Statement of Work"means the description of activities performed in completing the Project,as specified in the Contract and as may be amended. "Signature Document"means the document executed by both Parties that specifically sets forth all of the documents that constitute the Contract. "Solicitation or "RMA"" means the document issued by the System Agency tinder which applications for Program funds were requested,which is incorporated herein by reference for all purposes in its entirety.including all Amendments and Attachments "Solicitation Resnonsc" or ".lppircatwn" means Grantee's full and complete response to the Solicitation.which is incorporated herein by reference for all purposes in its entirety.including any Attachments and addenda. "State fikal 1 ear"means the period beginning September 1 and ending August 31 each year. which is the annual accounting period for the State of Texas. "Slate of fexas Teatrnre,"' means Texas administrative Code. Title 34. Pan 1, Chapter 5, Subchapter C,Section 5.22,relative to travel reimbursements under this Contract,if any. "SS sten lgenex'means HHSC or any of the agencies of the State of Texas that are overseen by HI-ISC under authority granted under State law and the officers, employees, and designees of those agencies These agencies include:HHSC and the Department of State health Services "technical Guidance i.ester"or"1111."means an instruction, clarification,or interpretation of the requirements of the Contract,issued by the System Agency to the Grantee. 1.02 Interpretive Provisions a. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. h The words "hereof," "herein,""hereunder," and similar words refer to this Contract as a whole and not to any particular provision.section,Attachment,or schedule of this Contract unless otherwise specified. c. The term "including"is not limiting and means "including without limitation"and,unless otherwise expressly provided in this Contract. (i) references to contracts (including this Contract) and other contractual instruments shall be deemed to include all subsequent Amendments and other modifications thereto,but only to the extent that such Amendments and other modifications arc not prohibited by the terms of this Contract,and(ii)references to .Irantee t mf,rm terms andConditums Page 5 of t:? V Y 117 System Agency Contract No HHS00011 3000001 Page 1S of 38 DocuSign Envelope ID 2263F462-4705-471D-BB3B•9F911141F460 any statute or regulation are to he construed as including all statutory and regulators pro%isions consolidating amending.replacing, supplementing,or interpreting the statute or regulation d. Any references to "sections," "appendices," or "attachments" are references to sections. appendices,or attachments of the Contract. e. Any references to agreements.contracts,statutes,or administrative rules or regulations in the Contract are references to these documents as amended, modified, or supplemented from time to time during the term of the Contract. f. The captions and headings of this Contract arc for convenience of reference only and do not affect the interpretation of this Contract. g. All Attachments Within this Contract, including those incorporated by reference, and an. Amendments are considered part of the terms of this Contract h. This Contract may use several different limitations, regulations,or policies to regulate the same or similar matters. ail such limitations,regulations, and policies are cumulative and each will he performed in accordance with its terms i. 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" j. Time is of the essence in this Contract. ARTICLE H PAYMENT!METHODS.*AND RESTRICTIONS 2.01 Puy nment Methods Except as otherwise provided by the provisions of the Contract,the payment method will be one or more of the following a. cost reimbursement. This pnymmcnt method is based on an approved budget and submission of a request for reimbursement of expenses Grantee has incurred at the time of the request; h. unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s) or fee(s) for delivery of a specified unit(s) of service and acceptable submission of all required documentation,forms and/or reports,or e. advance payment. This payment method is based on disbursal of the minimum necessary funds to carry out the Program or Project where the Grantee has implemented appropriate safeguards. This payment method will only be utilized in accordance with governing law and at the sole discretion of the System Agency Grantees shall bill the System Agency in accordance with the Contract. Unless otherwise specified in the Contract,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 mals the documentation available to the System Agency upon request 2.02 Final Billing Submission Unless otherwise provided by the System Agency, Grantee shall submit a reimbursement or payment request as a final close-out invoice not later than forty-five(45)calendar days following the end of the term of the Contract. Reimbursement or payment requests received in the System Grantee Uniform Terms and -,ndit:r.+ Page 6 of 19 v 911' System Agency Contract No HHS0001 14000001 Page 16 of 38 DocuSign Envelope ID 2263F462-4705-471D-BB3B-9F91I141F460 Agency's offices more than forty-five (45) calendar days following the termination of the Contract may not be paid. 2.03 Financial Status Reports(FSRs) Except as otherwise provided in these General Provisions or in the terms of any Program Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets, Grantee shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Program Attachment term for System Agency review and financial assessment. Grantee shall submit the final FSR no later than forty-five (45) calendar days following the end of the applicable term. 2.04 Debt to State and Corporate Status Pursuant to Tex. Gov. Code § 403.055. the Department will not approve and the State Comptroller will not issue payment to Grantee if Grantee is indebted to the State for any reason, including a tax delinquency. Grantee,if a corporation,certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law(Tex. Tax Code §§ 171.001 et seq.). If tax payments become delinquent during the Contract term,all or part of the payments under this Contract may be withheld until Grantee's delinquent tax is paid in full. 2.05 Application of Payment Due Grantee agrees that any payments due under this Contract will be applied towards any debt of Grantee,including but not limited to delinquent taxes and child support that is owed to the State of Texas. 2.06 Use of Funds Grantee shall expend funds provided under this Contract only for the provision of approved services and for reasonable and allowable expenses directly related to those services. 2.07 Use for Match Prohibited Grantee shall not use funds provided under this Contract for matching purposes in securing other funding without the written approval of the System Agency. 2.08 Program Income Income directly generated from funds provided under this Contract or earned only as a result of such funds is Program income. Unless otherwise required under the Program.Grantee shall use the addition alternative,as provided in UGMS § .25(gx2), for the use of Project income to further the Program,and Grantee shall spend the Program income on 11w Project. Grantee shall identify and report this income in accordance with the Contract, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Contract term 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 it for the purposes and under the conditions specified in this Contract. Grantee Uniform Terms and Condlttorts Pace 7 of 19 t System Agency Contract No HHS000I 14000001 Page 17 of 38 DocuSign Envelope ID 2263F462-4705.471 D•BB38.9F911141 F460 2.09 Nonsupplanting Grantee shall not use funds from this Contract to replace or substitute for existing funding from other but shall use funds from this Contract to supplement existing state or local funds currently available. Grantee shall make a good faith effort to maintain its current level of support Grantee may be required to submit documentation substantiating that a reduction in state or local funding. if any.resulted for reasons other than receipt or expected receipt of funding under this Contract ARTICLE III.STATE AND FEDERAL FUNDING 3.01 Funding This Contract is cuntingent upon the availability of sufficient and adequate funds If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or agencies, amendment of the Texas General Appropriations Act. agency consolidation,or any other disruptions of current funding for this Contract,the System .Agency may restrict,reduce,or terminate funding under this Contract This Contract is also subject to immediate cancellation or termination, ►►ithout penalty to the System Agency.if sufficient and adequate funds are not available.Grantee will have no right of action against the System Agency if the System Agency cannot perform its obligations under this Contract as a result of lack of funding for any activities or functions contained within the scope of this Contract.In the event of cancellation or termination under this Section. the System Agency will not be required to give notice and will not be liable for any damages or losses caused or associated with such termination or cancellation 3.02 No debt Against the State The Contract will not he construed as creating any debt by or on behalf of the State of Texas 3.03 Debt to Stale If a payment law prohibits the Texas Comptroller of Public Accounts from making a payment. the Grantee acknowledges the System Agency's payments under the Contract will be applied toward eliminating the debt or delinquency This requirement specifically applies to any debt or delinquency,regardless of when it arises. 3.04 Recapture of Funds The System Agency may withhold all or part of any payments to Grantee to offset overpayments made to the Grantee. Overpayments as used to 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 Contract, including any unapproved expenditures. Grantee understands and agrees that it will he liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s)of funds received under this Contract. Grantee further understands and agrees that reimbursement of such disallowed costs will be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Contract. Grantee Uniform Terms and Conditions Page 8 of 19 System Agency Contract No HHS0001 14000001 Page 18 of 38 DocuSign Envelope ID 2263F462-4705-471D-BB38-9F911141F460 ARTICLE IV ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.01 Allowable Costs. System Agency will reimburse the allowable costs incurred in performing the Project that 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 Contract The System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. If the System Agency has paid funds to Grantee for unallowable or ineligible costs.the System Agency will notify Grantee in venting.and Grantee shall return the funds to the System Agency within thirty(30)calendar days of the dale of this written notice The System Agency may withhold all or pan of any payments to Grantee to offset reimbursement for any unallowable or ineligible expenditure that Grantee has not refunded to the System tgency.or if financial status report(s)required under the Financial Status Reports section are not submitted by the due date(s) The System Agency may take repayment(recoup)from funds atailable under this Contract in amounts necessary to fulfill Grantee's repayment obligations, applicable cost principles,audit requirements.and administratise requirements include- Applicable Entity Applicable Cost Audit Administrative Principles Requirements Requirements State. Local and 2 CFR,Part 225 2 CFR Part 200. 2 CFR Part 200 and Tribal Gotiemments Subpart F and I GMS 1GMS Educational 2 CFR,Part 220 2 CFR Part 200. 2 CFR Part 200 and Institutions Subpart F and t.'GMS UGMS Non-Profit 2 CFR.Part 230 2 CI'R Pan 200, 2 CFR Part 200 and Organizations Subpart F and UGMS UGNIS For-profit 48 CFR Part 31, 2 CFR Part 200, 2 CFR Part 200 and Organization other Contract Cost Subpart F and UGMS than a hospital and an Principles UGMS organization named in Procedures. or OM13 Circular A-122 uniform cost (2 CFR Part, 230) as accounting not subject to that standards that circular. comply with cost principles acceptable to the federal or state awarding agency irnnlr.•Uniform Terms and Canchtr m Page 9 of 19 Y 9117 System Agency Contract No HHS000114000001 Page 19 of 38 DocuSlgn Envelope ID 2263F462-4705-471D-B838-9F911141F460 ()NIB Circulars wdl be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.02 Independent Single or Program-Specific Audit If Grantee,within Grantee's fiscal year.expends a total amount of at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS(5750,000)in federal funds awarded,Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200.The S750.000 federal threshold amount includes federal funds passed through by way of state agency awards.If Grantee.within Grantees fiscal year,expends a total amount of at least S750,000 in state funds awarded,Grantee must have a single audit or program-specific audit in accordance with UGMS. State of Texas Single Audit Circular.The audit must he conducted by an independent certified public accountant and in accordance with 2 CFR 200.Government Auditing Standards,and 1'G\IS.For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated abuse shall follow the guidelines in 2 CFR 200 or UGDIS,as applicable,for their program-specific audits.HHSC Singk Audit Services will notify Grantee to complete the Single Audit Determination Form If Grantee fails to complete the Single Audit Determination Form within thirty(30)calendar days after notification by IIIiSC Single Audit Services to do so. Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with this Contract.Each Grantee that is 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 the provisions of UGMS. 1.03 Submission of Audit l)ue the earlier of 30 days alter receipt of'the independent certified public accountant's report or nine months after the end of the fiscal year.Grantee shall submit electronically,one copy of the Single Audit or Program-Specific Audit to the System Agency as directed in this Contract and another copy to:single audit report a!disc state tx.us ARTICLE V AFFIRIL\TIONS,ASSCR\NCES AND CERTIFICATIONS 5.91 General Affirmations Grantee certifies that,to the extent General Affirmations are incorporated into the Contract under the Signature Document,the General Affirmations have been reviewed and that Grantee is in compliance with each of the requirements reflected therein 5.02 Federal Assurances Grantee further certifies that,to the extent Federal Assurances are incorporated into the Contract under the Signature Document,the Federal A.csunmces have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.03 Federal Certifications Grantee further certifies,to the extent Federal Certifications are incorporated into the Contract under the Signature Document, that the Federal Certifications have been reviewed, and that Grantee is in compliance with each of the requirements reflected therein. In addition,Grantee certifies that it is in compliance with all applicable federal laws,rules,or regulations,us they may pertain to this Contract. Grantee Uniform Terms and Conditions Page 10 of 19 Y 9 t 17 System Agency Contract No HHS000I 14000001 Page 20 of 38 DocuSign Envelope ID 2263F462-4705-471D-BB3B•9F911141F460 ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 6.01 Ownership The System Agency will own,and Grantee hereby assigns to the System Agency.all right,title. and interest in all Deliverables. 6.02 Intellectual Property a. The System Agency and Grantee will retain ownership,all nghts,title,and interest in and to. their respective pre-existing Intellectual Property A license to either Party's pre-existing intellectual Property must be agreed to under this or another contract b Grantee grants to the System Agency and the State of Texas a royalty-free, paid up. uyorldwide,perpetual.non-exclusive,non-transferable license to use any Intellectual Property invented or created by Grantee,Grantee's contractor,or a subcontractor in the performance of the Project Grantee will require its contractors to grant such a license under its contracts ARTICLE VIi RECORDS,AUDIT,AND DISCLOSURE 7.01 Rooks and Reconls Grantee will keep and maintain under G AAP or G ASB. 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 Contract and all state and federal rules, regulations, and statutes Unless otherwise specified in this Contract, Grantee will maintain legible copies of this Contract and all related documents fur a minimum of seven (7) years after the termination of the contract period or seven(7)years after the completion of any litigation or dispute insolying the Contract,wlticheser is later. 7.02 Access to records,books,and documents In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations.or Subcontractors will 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 Contract. If the Contract includes federal funds, federal agencies that will have a right of access to records as described in this section include: the federal agency pros iding the funds,the Comptroller General of the United States. the General Accounting Office, the OfTiice of the Inspector General,and any of their authorized representatives. In addition. agencies of the State of Texas that will have a right of access to records as described in this section include the System Agency. HHSC, HIISC's contracted examiners,the State Auditor's Office, the Texas .Attorney General's Office, and any successor agencies. Each of these entities may be a duly authorized authority If deemed necessary by the System Agency or any duly authorized authority, for the purpose of investigation or hearing. Grantee will produce original documents related to this Contract. The System Agency and any duly authorized authority will have the right to audit billings both before and after payment.and all documentation that substantiates the billings. Grantee will include this provision concerning -,nv'Lnifonn Tenn,an..Canditims Page 11 of l') S . System Agency Contract No HHS000t I4000001 Page 21 of 38 DocuSign Envelope ID•2263F4624705471D-BB3B-9F911141F460 the right of aces to.and examination of,sites and information related to this Contract in any Subcontract it award, 7.03 Response/compliance with audit or inspection findings a Grantee must act to ensure its and its Subcontractor's 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 Contract and the goods or services provided hereunder Any such correction will be at Grantee or its Subcontractor's sok expense Whether Grantee's action corrects the noncompliance will be solely the decision of the System Agency h \s part of the Sers ices,Grantee must provide to I•11-ISC 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 Contract 7.01 SAO Audit Grantee understands that acceptance of funds directly. under the Contract or indirectly through a Subcontract under the Contract acts as acceptance of the authority of the State Auditor's Office (S 10),or any successor agency,to conduct an audit or investigation in connection with those funds 1'nder the direction oldie legislative audit committee,an entity that is the subject of an audit or investigation by the SAO must provide the S\O with access to any information the SAO considers relevant to the investigation or audit. Grantee agrees to cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested Grantee will ensure that this clause :unecming the authority to audit funds received indirectly by Subcontractor%through Grantee and the requirement to cooperate is included in any Subcontract it awards 7.05 Confidentiality Any specific confidentiality agreement between the Parties takes precedent over the terms of this section. To the extent permitted by law,Grantee agrees to keep all information confidential,in whatever form produced, prepared. observed, or received by Grantee. The provisions of this section remain in full force and effect following termination or cessation of the services performed under this Contract 7,06 Public Information Act Information related to the performance of this Contract may be subject to the PIA and will be withheld from public disclosure or released only in accordance therewith.Grantee must make all information not otherwise excepted from disclosure under the PIA available in portable document file(".pdf')format or any other format agreed between the Parties. ARTICLE VIII CONTRACT MANAGEMENT AND EARLS'rER11IINATION 8.01 Contract Management To ensure full performance of the Contract and compliance with applicabk law, the System lgency may take actions including• a. Suspending all or part of the Contract: emitec(n.'orni Terms and Conditions Page l:2of19 System Agency Contract No HHS000 f 14000001 Page 22 of 311 DocuSlgn Envelope ID 2263F462-4705.4710-8838-9F911141F460 b. Requiring the Grantee to take specific corrective actions in order to remain to compliance with term of the Contract, c. Recouping payments made to the Grantee found to be in error, d. Suspending,limiting,or placing conditions on the continued performance of the Project. e. Imposing any other remedies authorized under this Contract and f. Imposing any other remedies,sanctions or penalties permitted by federal or state statute. law, regulation.or rule. 8.02 Termination fur Convenience The System Agency may terminate the Contract 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 HHSC's notice of termination 8.03 Termination for Cause Except as otherwise provided by the U S Bankruptcy Code, or any successor law, the System Agency may tertinate the Contract,in whole or in part,upon either of the following conditions a. Material Breach The System Agency will have the right to terminate the Contract in whole or in part if the System Agency determines, at its sole discretion, that Grantee has materially breached the Contract or has failed to adhere to any laws,ordinances,rules,regulations or orders of any public authority having jurisdiction and such violation prevents or substantially Impairs performance of Grantee's duties under the Contract. Grantee's misrepresentation in any aspect of Grantee's Solicitation Response, if any or Grantee's addition to the Excluded Parties List System(EPLS) will also constitute a material breach of the Contract. h. Failure to Maintain Financial Viability The System Agency may terminate the Contract if,in its sole discretion.the System Agency has a good faith belief that Grantee no longer maintains the financial viability required to complete the Services and Deliverables,or otherwise fully perform its responsibilities under the Contract 8.O4 Equitable Settlement Any early termination under this Article will be subject to the equitable settlement of the respective interests attic Parties up to the date of termination. ARTICLE iX MISCELLANEOUS PROVISIONS 9.01 Amendment 'ile Contract may only he amended by an Amendment executed by both Partes 9.02 Insurance Unless otherwise specified in this Contract,Grantee will 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 earned within the industry as determined by the System Agency. Grantee will provide evidence of insurance as required Grantee Uniform Terms and Conditions Page 13 of 19 v9117 System Agency Contract No HHS00011400000t Page 23 of 38 DocuSign Envelope ID 2263F462-4705.471D-BB3B-9F911141F460 under this Contract,including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the Sy'tem 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 will secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. II'coverage expires during the term ol'this Contract.Grantee must produce renewal certificates for each type of coverage. These and all other insurance requirements under the Contract apply to both Grantee and its Subcontractors, if any Grantee is responsible for ensuring its Subcontractors'compliance with all requirements. 9.03 Legal Obligations Grantee will comply with all applicable federal, state, and local laws, ordinances, and regulations, including all federal and state accessibility laws relating to direct and indirect use of information and communication technology Grantee will be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. In addition to any other act or omission that may constitute a material breach of the Contract, failure to comply with this Section may also he a material breach of the Contract. 9.04 Permitting and Licensure At Grantee's sole expense.Grantee will procure and maintain for the duration of this Contract 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 Contract, Grantee w ill be responsible for payment of all taxes,assessments,fees,premiums,permits,and licenses required by law. Grantee agrees to be responsible for payment of any such government obligations not paid by its contactors or subcontractors during performance of this Contract. 9.05 Indemnity To THE EXTENT ALLOWED Bl LAW, GRANTEE WILL DEFEND, INDEMINIFY, .tAND 11oLD HARMLESS TIIE STATE OF TEXAS AND iTS OFFICERS AND EMPLOYEES, AND THE SYSTEM AGENCY AND ITS OFFICERS AND ESll'LOl'EES, FROM AND AGAINST tLL t IAIMs, ACTIONS, SUITS,DEMANDS,PROCEEDINGS,COSTS,DAMAGES,AND LIABILITIES,INCLUDING ATTORNEYS' FEES ANDCOt RT COSTS ARISING OUT OF,OR CONNECTED w ITH,OR RESULTING FRO11: a. GRANTEE'S PERFORMANCE OF THE CONTRACT, INCLUDING ANY NEGLIGENT ACTS OR OMI.ssio s OF GRANTEE,OR AN\ AGENT,EMPLOYEE,SUBCONTRACTOR,OR SUPPLIER OF GRANTEE,OR ANY THIRD PARTY UNDER TIIE CONTROL OR SUPERVISION OF GRANTEE,IN THE EXECUTION OR PERFORM INCE OF Tills CONTRACT;OR b. ANY BREACH OR VIOLATION OF A STATUTE,ORDINANCE,GOVERNMENTAL REGULATION, STANDARD, RULE, OR BREACH OF CONTRACT BY GRANTEE, ANl AGENT, EMMPIAl EE, SUBCONTRACTOR,OR SUPPLIER OF GRANTEE,OR AN',THIRD PARTY t NDER TIIE CONTROL OR SUPER\-ISION OF GRANTEE,IN THE EXECUTION OR PERFORMANCE OF THIS CO'T1Lt T; OR c. EMPLOYMENT OR ALLEGED EMPL0\'VIM, INCLUDING CLAIMS OF DISCRIIIINITION AGAINST GRANTEE,ITS OFFICERS,OR ITS AGENTS;OR Granter'n,Lrm Terms and Cond,t,-Y. Page 14 of 1') v 9.1 System Agency Contract No HHS000114000001 Page 24 of 38 DocuSign Envelope ID 2263F462-4705.471D-BB38-9F911141F460 d. WORK ANDER Tills CONTRACT THAT INFRINGES OR MISAPPROPRIATES ANA RIGHT OF ANA THIRD PERSON OR ENTITY BASED ON COPYRIGHT, PATENT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS. GRANTEE WILL COORDINATE ITS DEFENSE WITH TILE SYSTEM AGENCY AND ITS COUNSEL. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT RE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING SOLELY FROM TILE GROSS NEGLIGENCE OF'THE SYSTEM AGENCY OR ITS EMPLOYEES.THE PROtISIONS OF THIS SECTION WILL SURVIVE TERSIINATION OF THIS CONTRACT. 9.06 Assignments Grantee may not assign all or any portion of its rights under,interests in,or duties required under this Contract without prior written consent of the System Agency, which may be withheld or granted at the sok discretion of the System Agency. Except where otherwise agreed in writing by the System Agency. assignment will not release Grantee from its obligations under the Contract. Grantee understands and agrees the System Agency may in one or more transactions assign. pledge,or transfer the Contract. 'Ibis assignment will only he made to another State agency or a non-state agency that is contracted to perform agency support 9.07 Relationship of the Parties Grantee is.and will be,an independent contractor and,subject only to the terms of this Contract, will have the sole ngbt to supervise, manage. operate, control. and direct perfonnance of the details incident to its duties under this Contract. Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create for the System Agency any liability whatsoever with respect to the indebtedness, liabilities, and obligations of Grantee or any other Party. Grantee will be solely responsible for, and the System Agency will have no obligation with respect to: a. Payment of Grantee's employees for all Services performed, b. Ensuring each of its employees, agents, or Subcontractors who provide Services or Deliverables under the Contract arc properly licensed, certified,or have proper permits to perform any activity related to the Work, c. Withholding of income taxes.FICA.or any other taxes or fees, d. Industrial or workers'compensation insurance coverage. e. Participation in any group Insurance plans available to employees of the State of Texas: f. Participation or contnbutions by the State to the State Employees Retirement System; g. Accumulation of vacation leave or sick leave;or h. Unemployment compensation coverage provided by the State 9.08 Technical Guidance Letters In the sok discretion of the System Agency.and in conformance with federal and state law.the System Agency may issue instructions. clarifications, or interpretations as may be required during Work performance in the form of a Technical Guidance Letter. A TOl, must be in Grantee nlfcrm Terms and 'ondincns Page 15 of l y v 9111 System Agency Contract No HHS000I 14000001 Page 25 of 38 DocuSign Envelope ID'2263F462.4705.4710-B838-9F911141F460 writing.and may he delivered by regular mail,electronic mail,or facsimile transmission. Any TOL issued by the System Agency will be incorporated into the Contract by reference herein for all purposes when it is issued. 9.09 Governing Law and Venue This Contract and the rights and obligations of the Parties hereto will be governed by, and construed according to,the laws of the State of Texas,exclusive of conflicts of law provisions. Venue of any suit brought under this Contract wilt be in a court of competent jurisdiction in Travis County, Texas unless otherwise elected by the System Agency. Grantee irrevocably waives any objection. including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. 9.10 Severability It'any provision contained in this Contract is held to be unenforceable by a court of law or equity_ this Contract will be construed as if such provision did not exist and the non- enforceability of such provision will not he held to render any other provision or provisions of this Contract unenforceable. 9.11 Survivability Termination or expiration of this Contract or a Contract for any reason will not release either party from any liabilities or obligations in this Contract that the parties have expressly agreed will surivc any such termination or expiration,remain to be performed,or by their nature would be intended to he applicable following any such termination or expiration,including maintaining confidentiality of information and records retention 9.12 Force Alajcure Except with respect to the obligation of payments under this Contract, if either of the Parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war;terrorism,rebellion. riots_ strikes,ads of God.any valid order, rule,or regulation of governmental authority:or similar events that are beyond the control of the affected Party (collectively referred to as a "Force Majeure"), then, whtic so presented. the affected Party's obligation to comply with such covenant will be suspended, and the affected Party will not be liable for damages for failure to comply with such covenant In any such event, the Party claiming Force Majeure will promptly notify, the other Party of the Force Majeure event in writing and,if possible.such notice will set forth the extent and duration thereof 9.13 No Waiver of Provisions Neither failure to enforce any provision of this Contract nor payment for services provided under it constitute waiver of any provision of the Contract 9.14 Publicity Except as provided in the paragraph below.Grantee must not use the name of or directly or indirectly refer to. the System Agency. the State of Texas. or any other State agency in any media release,public announcement,or public disclosure relating to the Contract or its subject Grantee Uniform Terms an.f i'_nd tions Page 16 of 14 9117 System Agency Contract No HHS000114000001 Page 26 of 38 DocuSign Envelope ID 2263F462-4705-471D-BB3B-9F911141F460 matter, including in any promotional or marketing materials, customer lists. or business presentations. Grantee may publish,at its sole expense.results of Grantee performance under the Contract 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. 9.15 Prohibition on Non-compete Restrictions Grantee will not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements that would limit or restnct such persons or entities from employment or contracting with the State of Texas 9.16 No Waiver of Sovereign Immunity Nothing in the Contract will be construed as a waiver of sovereign immunity by the System Agency. 9.17 Entire Contract and Modification The Contract 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 Contract will be harmonized with this Contract to the extent possible by the System Agency 9.18 Counterparts This Contract 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 sante Contract. 9.19 Proper Authority Each Party hereto represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. Any Services or Work performed be Grantee before this Contract is effective or after it ceases to be effective are performed at the sole risk of Grantee with respect to compensation. 9.20 Employment Verification Grantee will conlirn the eligibility of all persons employed during the contract term to perform duties within Texas and all persons, including subcontractors, assigned by the contractor to perform work pursuant to the Contract. 9.21 Chit Rights a. Grantee agrees to comply with state and federal anti-discrimination laws,including. 1. Title Vi of the Civil Rights Act of 1964(42 U.S.C.§2000d et seq.); 2. Section 504 of the Rehabilitation Act of 1973(29 U.S.C.§794), 3. Americans with Disabilities Act of 1990(42 U.S.C.§12101 et seq.); 4. Age Discrimination Act of 1975(42 U.S.0 §§6101-6107): 5. Title iX of the Education Amendments of 1972(20 U.S.C.§§1681-1688); 6. Food and Nutrition Act of 2008(7 U.S.C. §2011 et seq.):and Grantee Uniform Terns and Conditions Page 17 of 19 9111 System Agency Contract No HHS000114000001 Page 27 of 38 DocuSign Envelope ID 2263F462-4705-4710-8838-9F911141 F460 7. The System Agency's administrative rules,as set forth in the Texas Administrative Code, to the extent applicable to this Agreement. Grantee agrees to comply with all amendments to the above-referenced laws, and all requirements imposed by the regulations issued pursuant to these laws.These laws provide in part that no persons in the United States may,on the grounds of race,color,national origin, sex,age,disability,political beliefs,or religion,be excluded from participation in or denied any aid,care,service or other benefits provided by Federal or State funding.or otherwise be subjected to discrimination. b. 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 IS,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. c. 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 HITS Civil Rights Office. The posters are available on the HHS website at:blip. hhsex.hhse.texasntos system-suppor- services cis il-riehts pubheaUuns d. Grantee agrees to comply with Executive Order 13279. and its implementing regulations at 45 C .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 Slates 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. e. Upon request, Grantee will provide 1111SC Civil Rights Office with copies of all of the Grantee's cis ii rights policies and procedures C Grantee must notify HHSC's Civil Rights Oflice of an} civil rights complaints received relating to its performance under this 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 Off ice 701 W 514 Street.Mail Code W206 Austin.Texas 78751 Phone Toll Free:(888)388-6332 Phone (512)438-4313 Grantee Uniform terms and Conditions Page IS of 19 v 9 1 I System Agency Contract No HHS000I 14000001 Page 28 of 38 DocuSign Envelope ID 2263F462.4705.471D-8838.9F91I141F460 TT\ Toll Free (877)432-7232 Fax (512)438-5885 Grantee Uniform Terms and Conditions Page 19 of 19 System Agency Contract No HHS0001 1 400000 1 Page 29 of 38 DocuSign Envelope ID 2263F462-4705-471D-8838-9F911141F460 ATTACHMENT D SUPPLEMENTAL CONDITIONS There are no Supplemental Conditions for this Contract that modifies this Contract's HHS Uniform Terms and Conditions. SPECIAL CONDITIONS SECTION 1.01 NOTICE OF CONTRACT ACTION Grantee shall notify their assigned contract manager if Grantee has had any contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; c. Date of the contract; d. Date of suspension or termination; and e. Contract or case reference number. SECTION 1.02 NOTICL OF BANKRUPTCY Grantee shall notify in writing its assigned contract manager of its plan to seek bankruptcy protection within five days of such action by Grantee. SECTION 1.03 NOTICE OF CRIMINAL ACTIN IT\ AND DISCIPLINARI ACTIONS a. Grantee shall immediately report in writing to their contract manager when Grantee has knowledge or any reason to believe that they or any person with ownership or controlling interest in the organization/business,or their agent, employee,contractor or volunteer that is providing services under this Contract has: 1. Engaged in any activity that could constitute a criminal offense equal to or greater than a Class A misdemeanor or grounds for disciplinary action by a state or federal regulatory authority;or 2. 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. System Agency Contract No HHS000114000001 Page 30 of 38 DocuSign Envelope 10:2263F462-4705.471 D-8838-9F911141 F460 Section 1.04 Grantee's Notification of Change of Contact Person or Key Personnel The Grantee shall notify in writing their contract manager assigned within ten days of any change to the Grantee's Contact Person or Key Personnel. SECTION 1.05 DISAs TER 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 by the appropriate federal official, Grantee may be called upon to assist the System Agency in providing the following services: a. Community evacuation; b. Health and medical assistance; c. Assessment of health and medical needs; d. Health surveillance; e. Medical care personnel, f. Health and medical equipment and supplies; g. Patient evacuation; h. In-hospital care and hospital facility status; i. Food,drug and medical device safety; j. Worker health and safety; k. Mental health and substance abuse; I. Public health information; m. Vector control and veterinary services; and n. Victim identification and mortuary services. SEc I ION 1.06 Co\SEN r B1 NON-PAREr1 OR 01 HER S I Al E LAIN 10 MEDICAL CARE 01• A MINOR Unless a federal law applies, before a Grantee or its contractor 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. SECTION 1.07 TELE\IEDICINF/TELEPSI CHI%Tin MEDIC%I.SERVICES If Grantee or its Contractor uses telemedicine/telepsychiatry,these services shall be in accordance with the Grantee's written procedures. Grantee must use a protocol approved by Grantee's medical director and equipment that complies with the System Agency equipment standards,if applicable. Grantee's procedures for providing telemedicine service must include the following requirements: a. Clinical oversight by Grantee's medical director or designated physician responsible for medical leadership; b. Contraindication considerations for telemedicine use; c. Qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d. Safeguards to ensure confidentiality and privacy in accordance with state and federal laws, e. Use by credentialed licensed providers providing clinical care within the scope of their System Agency Contract No HHS000I 14000001 Page 31 of 38 DocuS gn Envelope ID 2263F462-4705-471D-BB38-9F911141F460 licenses; f. Demonstrated competency in the operations of the system by all staff members who arc involved in the operation of the system and provision of the services prior to initiating the protocol; g. Priority in scheduling the system for clinical care of individuals; h. Quality oversight and monitoring of satisfaction of the individuals served; and I. Management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under 25 Texas Administrative Code Rule§448.911. SECTION 1.08 SERI ICFS AND INFORMATION FOR PERSONS lti ITH 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. 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. SECTION 1.09 THIRD P\RTi PAl ORS Except as provided in this Contract, Grantee shall screen all clients and may not bill the System Agency for services eligible for reimbursement from third party payors,who arc 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. As applicable,the Grantee shall: a. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs and bill those programs for the covered services; b. Provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; c. Allow clients that are othenvise eligible for System Agency services,but cannot pay a deductible required by a third party payor,to receive services up to the amount of the deductible and to bill the System Agency for the deductible; System Agency Contract No HHS000114000001 Page 32 of 38 DocuSign Envelope i0:2263F462.4705.471 D-BB3B-9F911141 F460 d. Not bill the System Agency for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted; e. Maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; f. Bill all third party payors for services provided under this Contract before submitting any request for reimbursement to System Agency;and g. Provide third party billing functions at no cost to the client. SECTION 1.10 HIV/AIDS MODEL WORKPLACE GUIDELINES Grantee shall implement System Agency's policies based on the Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome(HIV/AIDS),AIDS Model Workplace Guidelines for Businesses at http: www.dshs.state.tx.us'hivstd policy'policies.shtm, State Agencies and State Grantees Policy No. 090.021. 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. SECTION 1.11 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. SECTION 1.12 NOTICE OF A LICENSE ACTION Grantee shall notify their contract manager of any action impacting its license to provide services under this Contract within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local,state or federal department or agency or entity; c. Date of the license action; and d. License or case reference number. SECTION 1.13 INTERIM EXTENSION AMENDMENT a Prior to or on the expiration date of this Contract,the Parties agree that this Contract can be extended as provided under this Section. h. 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 2. 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 Contract. c. An interim extension under Section(b)(I)above shall extend the term of the contract not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. System Agency Contract No HHS000114000001 Page 33 of 38 DocuSign Envelope ID 2263F462.4705.471D-BB3B-9F911141F460 f. An interim extension under Section(b)(2)above shall be a one-time extension for a period of time determined by the System Agency. SECTION 1.14 GRANTEE'S CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM 1 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 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. SECTION 1.15 PROPERTY lwEN[OR! AND PRO ECfION OF ASSE IS. Contractor shall maintain an inventory of equipment,supplies defined as controlled assets,and property and submit an annual cumulative report of the equipment and other property on Contractor's Property Inventory Report to the Department's Contract Oversight and Support Section, Mail Code 1326, P.O. Box 149347,Austin,Texas 78714- 9347,no later than October 15th of each year. The report is located on the DSHS website at: http: www.dshs.state.tx.us contracts,forms.shtm. Program Equipment, Program Supplies,Property Management and Reporting. a. Grantee shall initiate the purchase of all Equipment approved in writing by the System Agency in the first quarter of the 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. b. 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. c. Grantee shall maintain an inventory of Equipment,supplies defined as Controlled Assets,and real property and submit an annual cumulative report of the equipment System Agency Contract No HHS000114000001 Page 34 of 38 DocuSign Envelope ID 2263F462-4705-471D-B1338-9F911141F460 and other property on HHS System Agency Grantee's Property Inventory Report to the assigned System Agency contract manager by e-mail not later than October 15 of each year. d. System Agency funds must not be used 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. e. At the expiration or termination of this Contact 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. System Agency Contract No HHS000114000001 Page 35 of'38 DocuSign Envelope ID 2263F462-4705-471D-BB3B-9F911141F460 OMB Number 4'40-0007 Exp rat on Date 01.31 2019 ASSURANCES-NON-CONSTRUCTION PROGRAMS Public report ng burden for this collection of nformation is estimated to average 15 minutes per response,including time for reviewing nstructions search-ng ex st ng data sources gather ng and ma nta n ng the data needed,and completing and reviewing the collect on of information Send comments regarding the burden estimate or any other aspect of this collection of information,including suggestions for reducing th s burden to the Offce of Management and Budget Paperwork Reduction Project(0348-0040) Wash ngton,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 award ng agencies may require applicants to certify to additional assurances If such is the ase you will be notified. As the duly authonzed representative of the appli ant I certify that the apt.ant: 1 Has the legal authority to apply for Federal assistance Act of 1973,as amended(29 U S C §794) wh h and the institutional manager al and financial capabil ty prohibits discrimination on the basis of handicaps (d) (including funds suff:eat to pay the non-Federal share the Age Discrimination Act of 1975,as amended(42 U of project cost)to ensure proper plana ng management S.C.§§6101-6107),which proh bits discrimination on and completion of the project des-abed in th s the basis of age;(e)the Drug Abuse Offce and application Treatment Act of 1972(P L.92-255),as amended relating to nondiscrimination on the bass of drug 2 Will give the awarding agency,the Comptroller General abuse,(f)the Comprehensive Alcohol Abuse and of the United States and if appropr ate the State Alcoholism Prevention,Treatment and Rehabilitation through any authorized representative,access to and Act of 1970(P.L.91-616),as amended, relat ng to the right lC 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;n accordance w th generally Service Act of 1912(42 U.S C §§290 dd-3 and 290 accepted ac;ousting standards of agency directives ee-3),as amended,relat ng 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. 7. 5, Will comply with the Intergovernmental Personnel Act of 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 Relocation Assistance and Real Property Acquisition standards for merit systems for programs funded under Policies Act of 1970(P.L.91-646)which provide for one of the 19 statutes or regulations specified in faAppendix A of OPM's Standards for a Merit System of whoseir and equitableoitreatment asf persons resultf displacedeor property is acquired a 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.1.97) Authorized for Local Reproduction Prescribed by OMB Circular A-102 DocuSign Envelope ID:2263F462-4705.-4710-883B-9F911141 F460 9. Will comply,as applicable,with the provisions of the Day.s- 13. Will ass.st 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.G.§§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 Wil 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)notifcat.on 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 rehabil talion 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 "Aud is 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 r---noeusipn.dby Health Director AME 11 AvcL Y • APPLICANT ORGANIZATION DATE SUBMITTED City of corpus Christi July 5. 2018 Standard Form 4240(Ray.7-97)Back DocuSign Envelope ID 2263F462-4705-471D-Be3B-9F911141F460 CERTIFICATION REGARDING LOBBYING Certification for Contracts Grants Icais.and Cocperat;ve Agreements The undersigned certifies,to the best of his or her knowledge and belief.that (1)No Federal appropriated funds have been paid or wib be paid,by or on behalf of the undersigned,to any person for influenc ng 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,contnuation,renewal,amendment,or modification of any Federal contract grant loan or cooperative agreement (2)If any funds other than Federal appropriated funds have been pad 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 Acliv,ties,"in accordance with its nstructions (3)The undersigned shal 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 shal: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 00 0 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 bel.ef 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-ILL,"Disclosure of Lobbying Activities,"in accordance with its instructions.Submission of this statement is a prerequis to 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 (City of Corpus Christ •PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix. , 'First Name Annette I Middle Name [� 'Last Name IRodr1 guez I Suffix:L •Title !Health Di rector 1 2O18 •SIGNATURE: ;� J 'DATE {3u 1Y 5. DocuSign Envelope ID:2263F462-4705-4710-6B38-9F911141 F460 Fiscal Federal Funding Accountability and Transparency Act (FFATA)CERTIFICATION 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 certi A and wh . Legal Name of Contractor: FFATA Contact It 1 Name,Email and Phone Number: corpus Christi-Nueces County Public Health Constance Sanchez District constancep@cctexas.com 361-826-3227 Primary Address of Contractor: FFATA Contact#2 Name,Email and Phone Number: 1702 Horne Road Blandina Costley Corpus Christi, Tx 78416 Blandinac@cctexas.tom 361-726-3252 ZIP Code:9-digits Required www.usps.com DUNS Number:9-digits Required www.sam.gov 78416-1902 - 069457186 State of Texas Comptroller Vendor Identification Number(VIN)14 Digits 0746000'5747027 Printed Name of Authorized Representative 1 Signature of Authorized Representative DocuSlyne4 by' Annette Rodriguez AAACTR pokiicz Title of Authorized Representative Date Health Director July 5, 2018 - 1- Department of State Health Services Form 4734—June 2013 DocuSign Envelope ID 2263F462-4705-471D-BB3B.9F911141F460 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 0 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 Q 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 0 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 n 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—June 2013 DocuSign Envelope ID 2263F462-4705-471 D-BB38-9F911141 F460 DATA USE AGREEMENT BETWEEN THE TEXAS HEALTH AND HUMAN SERVICES ENTERPRISE AND CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY)("CONTRACTOR") This Data Use Agreement ("DUA"), effective as of the date signed below ("Effective Date"), is entered into by and between the Texas Health and Human Services Enterprise agency DSHS, ("HHS"), and Corpus Christi-Nueces County Public Health District (City), a political subdivision of the State of Texas ("CONTRACTOR"), and incorporated into the terms of HHS Contract No., in Travis County,Texas(the "Base Contract"). ARTICLE I. 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 arc 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, el 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: HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 1 of 15 DocuSign Envelope ID 2263F462-4705-471D•8830-9F911141F460 (I) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret,or analyze Confidential Information pursuant to this DUA; (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create,receive,maintain,use,disclose or have access to the Confidential Information; and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DUA. "Confidential Information" means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR,or that CONTRACTOR may,for an Authorized Purpose,create,receive,maintain, use,disclose or have access to, that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information(herein"PHI"); (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; (4) Federal Tax Information; (5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA and Personal Identifyint; 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)(l) (HIPAA); Tex. Oce. 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: HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 2 of 15 DocuS gn Envelope ID 2263F462.4705-471D-BB3B-9F911141F460 (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 a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(b)(1);45 CFR 164.514(d) (B) Except as Required by Law,CONTRACTOR will not disclose or allow access to any portion of the Confidential Information to any Person or other entity, other than Authorized User's Workforce or Subcontractors (as defined in 45 C.F.R. 160.103) of CONTRACTOR who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Event or Breach to CONTRACTOR's management,to carry out CONTRACTOR's obligations in connection with the Authorized Purpose. HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health & Safety Code§181.101 (C) CONTRACTOR will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45 C.F.R. 164.308(a)(1)(ii)(C); 164.530(e); 164.410(b); 164.530(6)(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 arc 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 with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii); 164.504(e)(1)(i) and(2). l-IHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 3 of 15 DocuSign Envelope ID 2263F462-4705.471D•BB38.9F911141F460 (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 164.5 04(e)(2)(i i)(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 PH[ 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 proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if: 45 CFR 164.504(e)(4)(A). HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 4 of 15 DocuSign Envelope ID 2263F462-4705-471D-8839-9F911141F460 (l) 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 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 HI-IS,as that term is defined in the HIPAA,45 C.F.R. §164.50I 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 I-IHS'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)(I) (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 HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 5 of 15 DocuSign Envelope ID 2263F462-4705-471D-BB3B-9F911141F460 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). (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 HHS Data Usc Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 6 of 15 DocuSign Envelope ID 2263F462-4705-471D-BB3B-9F911141F460 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)(0(I). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form, in accordance with applicable rules, regulations and laws.A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level.If required by rule,regulation or law,HHS Confidential Information at rest requires Encryption unless there is other adequate administrative, technical, and physical security.All electronic data transfer and communications of Confidential Information will be through secure systems.Proof of system,media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation,audit or the Discovery of an Event or Breach.Otherwise,requested production of such proof will be made as agreed upon by the parties.De-identification of HHS Confidential Information is a means of security. With respect to de-identification of PHI, "secure"means de-identified according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312;164.530(d). (Z) For each type of Confidential Information CONTRACTOR creates,receives, maintains,uses,discloses,has access to or transmits in the performance of the Statement of Work, CONTRACTOR will comply with the following laws rules and regulations, only to the extent applicable and required by law: • Title 1, Part 10,Chapter 202, Subchapter B,Texas Administrative Code; • 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; HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 7 of 15 DocuSign Envelope ID 2263F462-4705-471 D-8B38-9F911141 F460 • 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; • NEST Special Publication 800-47 Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88,Guidelines for Media Sanitization; • NIST Special Publication 800-1II, 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 MHS, 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. HHS Data Use Agreement(modified v 8 3)Local Health Departments October 21,2015 Page 8 of 15 DocuSign Envelope ID'2263F462-4705-471D-BB3B-9F911141F460 (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(w 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 I-IHSC-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(aHHSC.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)-(nr)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; (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; HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 9 of 15 DocuSign Envelope ID 2263F462-4705.471D-8838-9F911141F460 (g) CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; (h) CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential harm,including without limitation CONTRACTOR's provision of notifications, credit protection, claims monitoring, and any specific protections for a Legally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; (i) The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); (j) The steps CONTRACTOR has taken,or will take,to prevent or reduce the likelihood of recurrence of a similar Event or Breach; (k) Identify, describe or estimate the Persons, Workforce, Subcontractor,or Individuals and any law enforcement that may be involved in the Event or Breach; (I) 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 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. HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 10 01 15 DocuSign Envelope ID 2263F42-47O5-471 D-BB38-9F911141 F460 (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. 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. (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. HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page II of 15 DocuSign Envelope ID 2263F462-4705-4710-BB3B-9F911141F460 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. (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: (I) Exercise any of its nghts 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 HHS Data Use Agreement(modified v 8.3)Local Health Departments October 21,2015 Page 12 of 15 DocuSign Envelope ID 2263F462-4705-471D-BB3B-9F911141F460 (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 (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. HHS Data Use Agreement(modified v. 8.3)Local Health Departments October 21,2015 Page 13 of 15 DocuSign Envelope ID 2263F462-4705-471D-8838-9F911141F460 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. 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. ARTICLE 7. AUTHORITY TO EXECUTE The Parties have executed this DUA in their capacities as stated below with authority to bind their organizations on the dates set forth by their signatures. HHS Data Use Agreement(modified v. 8.3)Local Health Departments October 21,2015 Page 14 of 15 DocuSign Envelops ID 2203F482-4705-4710.8638-9FaI 1141F460 IN WITNESS HEREOF,HHS and CONTRACTOR have each caused this DUA to be signed and delivered by its duly authorized representative: TEXAS HEALTH AND HUMAN SERVICES CONTRACTOR BY: BY: NAME: NAME: TITLE: Psocttk, Cci st r TITLE: 2(44 r�C`{af" DATE: It z l(' DATE: 15• be HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 15 of IS Docu5a., .siculto Certificate Of Completion Envelope Id 2263F462470547ID88389F911141F460 Status Completed Subject New$241,637.HHS000114000001 City of Corpus Christ-Nueces Co PHD.DSHSI(MM-LOCALS Source Envelope Document Pages 64 Signatures 5 Envelope Originator Certificate Pages 2 initials 0 Texas Health and Human Services Commission AutoNav Enabled 1100 W.49th St. Envelopeld Stamping Enabled Austin TX 78756 Time Zone (UTC-06 00)Central Tire(US&Canada) PCS_DocuSign@hhsc state tx.us IP Address 167.137.1.16 Record Tracking Status Ong nal Holder Texas Health and Human Services Location DocuSign May 8 20188 Commission PCS DocuSign@hhsc stale tx.us Signer Events Signature Timestamp Annette Rodriguez —0°`""°""" Sent May 8 2018 annetter@cctexas.com A^"Q44 P4Ati u Viewed July 5,2018 Health Director Signed July 5 2018 City of Corpus Christi Secunty Level Email,Account Authentication Using IP Address 64 201 138 47 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Janna Zumbrun Sent:July 5,2018 janra.zumbrun@dshs.texas guy Viewed:July 5,2018 Associate Commissioner for Laboratory and Signed July 5,2018 Infectious Disease Services Texas Health and Human Services Commission Using IP Address 160 42.85 8 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 Jodi Day COPIED Sent:May 8,2018 Jodi.Day@hhsc,state.tx.us Viewed.July 3,2018 Security Level Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Tray Kirkpatrick COPIED Sent:May 8 2018 tray.klrkpatnck@dsns.texas goy Viewed May 23 2018 Contract Manager Security Level Email.Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMU Contract Inbox COPIED Sent:May 8 2018 cmucontracts@dshs texas.gov Viewed May 8 2018 Security Level Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jess ca Hemandez COPIED Sent:May 8,2018 lessicah2@cctexas cam Viewed May 11 2018 Security Level Email,Account Authcnt,sat on {None) Electronic Record and Signature Disclosure: Not Offered via DocuS gn Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed Encrypted July 5,2018 Certfied Delivered Security Checked July 5.2018 Signing Complete Security Checked July 5,2018 Completed Security Checked July 5,2018 Payment Events Status Timestamps