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HomeMy WebLinkAboutC2019-063 - 2/19/2019 - Approved DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS000371500016 UNDER THE 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT I. PURPOSE The DEPARTMENT OF STATE HEALTH SERVICES ("DSHS" or "System Agency"), a pass-through entity, and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY)("Grantee" or "Contractor")(each a"Party"and collectively the "Parties")enter into the following grant contract to provide funding for the Hurricane Harvey Crisis Project (the "Contract"), as described in Attachment A, Statement of Work. II. LEGAL AUTHORITY This Contract is made in accordance with awards by the Centers for Disease Control and Prevention (CDC-RFA-TP18-1802 — Cooperative Agreement for Emergency Response: 2017 Hurricane Public Health Crisis Response, Funding Opportunity Number: CDC-RFA-TP18-1802, CFDA#93.354),which is incorporated herein by reference,and is authorized by and in compliance with the provisions of Texas Health and Safety Code Chapter 12 or 1001 or Texas Government Code Chapter 531, 771, 791 or 2155. III. DURATION This Contract is effective on the signature date of the latter of the Parties to sign this Contract and terminates on June 30, 2020, 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 ($420,842.00). All expenditures under the Contract will be in accordance with ATTACHMENT B,BUDGET. V. CONTRACT REPRESENTATIVES The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. System Agency Samiyah Bailey 1100 West 49th Street, MC 1990 Austin, Texas 78756 (512) 776-2614 samiyah.bailey@dshs.texas.gov C2019-063 2/19/19 Ord. 031675 ;ency Contract No.HHS000371500016 Under the Page 1 of 68 HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT TX Dept of State Health Services v SCANNED DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB Contractor Name: Corpus Christi-Nueces County Public Health District (City) Address: 1702 Horne Rd., Corpus Christi, Texas 78416 Phone: 361-826-7205 Email: annetter@cctexas.com Either Party may change its designated Representative by providing written notice to the other Party. VI. 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 Department of State Health Services 1100 West 49th Street, MC 1911 Austin, Texas 78756 Attention: General Counsel Grantee Name: Corpus Christi-Nueces County Public Health District (City) Address: 1702 Horne Rd., Corpus Christi, Texas 78416 Phone: 361-826-7205 Attention:Annette Rodriguez,MPH 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. VII. ADDITIONAL GRANT INFORMATION Federal Award Identification Number(FAIN): 1 NU90TP921945-01-00 Federal Award Date: 7/3/2018 Name of Federal Awarding Agency: Centers for Disease Control and Prevention CFDA Number: 93.354 Awarding Official Contact Information: Yull Celestin 1600 Clifton Rd Atlanta, GA 30333 Phone: 404-639-7690 SIGNATURE PAGE FOLLOWS System Agency Contract No.115000371500016 Under the Page 2 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID'272A2582.04C7-416F-B7E0-FE1F772260E8 SIGNATURE PAGE FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS000371500016 DSHS • GRANTEE e A _4I ! ►l. Name: Imelda Garcia arne:Annette odriguez,MPH ;I nQ Title: Associate Commissioner Title: Director of Public Health Date of execution: Date of execution: THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No.HHS0003.71500016 ARE HEREBY INCORPORATED BY REFERENCE: liri I ALA' ATTEST: RE:SCCA HUERTA ATTACHMENT A-STATEMENT OF WORK ATTACHMENT B—BUDGET CITY SECRETARY ATTACHMENT B-1—INDIVIDUAL PROJECT BUDGET(S) ATTACHMENT C-HHSC UNIFORM TERMS AND CONDITIONS-GRANT ATTACHMENT D-CONTRACT AFFIRMATIONS ATTACHMENT E-DSHS SUPPLEMENTAL AND SPECIAL CONDITIONS ATTACHMENT F-FEDERAL ASSURANCES AND LOBBYING FORA ATTACHMENT G-FFATA CERTIFICATION ATTACHMENT H-DATA USE AGREEMENT ATTACHMENTS FOLLOW Approved as to form: i/s/rn 2 _,/.4e 0f /�'�, ssistant City Attorne 1(c4 . , r 1\� t<I I HUM L. For City Attorney 5Y COUMCIL 11 C J i SECRETA'" System Agency Contract No,HHS000371500016 Under the Page 3 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB SIGNATURE PAGE FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS000371500016 DSHS GRANTEE —DocuSlgned by: p—DoeuSignad by: lw,t,l,da altrax At44. e.A„tvez 1'an1t F tt Garcia Ttf€'DiElifftt6 Rodriguez,MPH Title: Associate Commissioner Title: Director of Public Health Date of execution: February 20, 2019 Date of execution: February 20, 2019 THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO.HHS000371500016 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A-STATEMENT OF WORK ATTACHMENT B—BUDGET ATTACHMENT B-1—INDIVIDUAL PROJECT BUDGET(S) ATTACHMENT C-HHSC UNIFORM TERMS AND CONDITIONS-GRANT ATTACHMENT D-CONTRACT AFFIRMATIONS ATTACHMENT E-DSHS SUPPLEMENTAL AND SPECIAL CONDITIONS ATTACHMENT F-FEDERAL ASSURANCES AND LOBBYING FORM ATTACHMENT G-FFATA CERTIFICATION ATTACHMENT H-DATA USE AGREEMENT ATTACHMENTS FOLLOW System Agency Contract No.HHS000371500016 Under the Page 3 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB ATTACHMENT A STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES Grantee will: A. Complete the Hurricane Harvey Crisis Project(HHCP) by performing activities for this project that support the Public Health Crisis Response Cooperative Agreement for Emergency Response (Funding Opportunity Number CDC-RFA-TP18-1802) from the Centers for Disease Control and Prevention(CDC). B. Work to improve or strengthen one or more of the following objectives in accordance with their approved workplan(See para. C, below, for more information on Grantee's workplan requirements): 1. First Responder Immunizations Build immunization capacity within emergency responder organizations (public health, law enforcement, fire protection, emergency medical services, support organizations, and volunteer support organizations)within their jurisdictions and ensure that the emergency responders have the highest adult immunization coverage rate possible. Grantee will: a. Provide first responders with immunization-related educational materials addressing the importance of getting immunized. b. Embed the importance of getting immunized as a message within each first responder organization. c. Stress the importance of using ImmTrac2, the statewide immunization registry, as a means for tracking immunization status and staying up to date with immunizations. d. Coordinate the provision of regular immunization services through local pharmacies and Adult Safety Net(ASN)providers. e. Identify one or more Emergency Response Immunization Coordinators from the local health department(LHD) to dedicate to the project. f. Engage in monthly conference calls with the State Project Coordinator. g. Participate in State identified trainings for the LHD Emergency Response Immunization Coordinator. h. Identify Emergency Responder Facilities in the local jurisdiction. i. Secure participation from Emergency Responder Facilities. j. Identify Vaccine Site Coordinator(s)at each Emergency Responder Facility. k. Provide first responders with immunization-related educational materials addressing the importance of getting immunized, particularly targeting those first responders who respond to disasters but do not perceive the need to be immunized. 1. Educate Vaccine Site Coordinators on access to vaccine resources in the local community (e.g. pharmacies, primary care clinics, ASN sites, etc.). m. Provide information about resources on obtaining immunizations, regardless of insurance status. (This may include collecting insurance information for all responders and having information available on how to access immunization services based on coverage.) System Agency Contract No.MS000371500016 Under the Page 4 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB n. Assist Vaccine Site Coordinators to complete the following: i. Ensure all personnel are vaccinated; ii. Ensure staff immunization records are up to date; and iii. Ensure immunization records are loaded into ImmTrac2 (if consented). o. Train the Vaccine Site Coordinators on the use of the Roster feature in ImmTrac2. p. Stress the importance of having Vaccine Protocols to ensure first responder facilities adhere to the recommended adult immunization schedule. q. Identify Emergency Responder Facilities and submit a list of the facilities in the local jurisdiction with grant application. Emergency Responder Facilities include the following: i. Public Health Facility (e.g. local health departments, districts, etc.); ii. Emergency Medical Facility; iii. Law Enforcement Administrative Facility; and iv. Fire Protection Facility. r. Secure Statements of Interest and Participation from Emergency Responder Facilities included in the first responder facilities list. s. Document completion of the required activities noted in the work plan for each of the Emergency Responder Facilities reported via the LHD Monthly Reports. 2. Immunizations Cold Chain Needs LHDs in Texas Governor Abbott's Hurricane Harvey disaster declaration area will increase their capacity to provide support in maintaining the cold chain for vaccine supplies during emergencies, such as hurricanes. Grantee will: a. Conduct an assessment of storage and handling needs and submit requests to purchase equipment that will allow LHDs to fill any gaps that may exist. b. Purchase equipment such as generators, high capacity refrigerators and freezers for vaccine storage, data loggers, remote temperature monitoring systems,plug guards, and other related items. c. Increase ability to provide support in maintaining the cold chain for vaccine supplies during emergencies, such as hurricanes. d. Submit a list of the applicant's current inventory of cold storage units, purchase dates and manufacture dates. e. Complete the Equipment for Vaccine Storage Form to select the type of equipment for which the applicant is seeking reimbursement. f. Adhere to the asset purchase rules and regulations under which funds to purchase equipment were acquired. g. Ensure vaccine storage equipment meets specifications outlined in the FY 2018 Texas Vaccines for Children & ASN Operations Manual for Responsible Entities. h. Submit receipt of purchase to DSHS for reimbursement of vaccine storage equipment. If the equipment price changes during the project period, the reimbursement amount cannot exceed 10 percent over the quote submitted in the application. LHD may be directed to submit a new Equipment for Vaccine Storage Form if the equipment cost exceeds 10 percent over the original estimate submitted in the application. i. Submit request for reimbursement for all equipment by December 31, 2019. System Agency Contract No.HHS000371500016 Under the Page 5 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:27232582-D4C7-41 BF-B7E0-FE1F772260EB 3. Foodborne,Waterborne, & Environmental Disease LHDs in counties included in Texas Governor Abbott's Hurricane Harvey disaster declaration will conduct a minimum of two of the below activities to enhance foodborne and waterborne surveillance and environmental health activities. Grantee will: a. Cross-train and educate staff in the LHD and adjoining jurisdictions about effective foodborne and waterborne disease surveillance to build expertise for detection, investigation, and reporting of foodborne and waterborne disease outbreaks commonly associated with hurricane disasters. b. Develop and/or implement standard foodborne and waterborne disease outbreak investigation protocols and tools facilitating coordinated responses to outbreak investigations that include epidemiologic, laboratory, and environmental health staff collaboration to be used during the recovery period following a hurricane event. Include strategies for training, review, and testing intervals of the plan. c. Develop an environmental assessment plan including an environmental sampling protocol for implementation during a hurricane disaster event that supports rapid detection of waterborne disease outbreaks. Include strategies for training,review and testing intervals of the plan. d. Develop a written plan for determining alternative laboratory diagnostic resources to monitor water quality, including guidance on appropriate techniques for sample collection as well as analysis of water and environmental samples. Include strategies for training, review, and testing intervals of the plan. e. Increase public awareness of foodborne/waterborne disease and prevention measures including development of health promotion materials and water- and food-related emergency preparedness planning materials. f. Foodborne i. Submit Foodborne Performance Metric Report which captures the number of select foodborne pathogens reported to LHDs, case-based interview statistics, and clusters/outbreaks investigated. Reporting timeframes and deadlines are referenced in the Reporting Requirements section of the Contract. ii. Report all foodborne, animal contact, and waterborne disease outbreaks to National Outbreak Reporting System (NORS), including environmental assessments and contributing factor data(reports into NORS due 30 days following closure of outbreak investigation). iii. Submit annual report on trainings attended and conducted by LHD staff on detecting, investigating, and controlling foodborne and waterborne disease outbreaks (due June 28, 2019, and June 30, 2020). iv. Develop and/or implement standard foodborne disease outbreak investigation protocols and tools to facilitate coordinated responses to outbreak investigations that include epidemiologic, laboratory, and environmental health staff collaboration to be used during the recovery period following a hurricane event. System Agency Contract No.HHS000371500016 Under the Page 6 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB v. Report new and updated foodborne health promotion and communication materials, and best practices guidance completed (due June 30, 2019). vi. Participate in quarterly conference calls with the Emerging and Acute Infectious Disease Branch (EAIDB)to provide updates,progress reports, and other necessary communications. vii. Submit an annual report documenting how the funds are enhancing foodborne surveillance and prevention activities (due June 28, 2019, and June 30, 2020). g. Waterborne i. Report water-related preparedness response measures incorporated into public health preparedness plan, to include: 1. Water-related preparedness health communication, before, during, and after an emergency; 2. Water testing capacity, including alternative laboratory resources to monitor water quality, and guidance on sample collection and analysis of water and environmental samples; and 3. An environmental assessment plan including an environmental sampling protocol for implementation during a disaster event(due June 28, 2019, and June 30, 2020). ii. Establish relationships, by reaching out and facilitating communication, with local water utilities to discuss both response and public health preparedness plans(due June 28, 2019). iii. Submit annual report on trainings attended and conducted by LI-ID staff on water, sanitation and hygiene-related topics(due June 28, 2019, and June 30, 2020). iv. Develop and/or implement standard waterborne disease outbreak investigation protocols and tools to facilitate coordinated responses to outbreak investigations that include epidemiologic, laboratory, and environmental health staff collaboration to be used during the recovery period following a hurricane event. v. Report new and updated water, sanitation and hygiene-related health promotion and communication materials, and best practices guidance completed (due June 28, 2019). vi. Participate in quarterly conference calls with the EAIDB to provide updates, progress reports, and other necessary communications. vii. Submit an annual report documenting how the funds are enhancing waterborne surveillance and prevention activities(due June 28, 2019, and June 30, 2020). 4. Infection Control and Prevention Enhance infection prevention and control expertise of healthcare facility staff through targeted training and education as they assume the responsibility of gap mitigation in their respective healthcare facilities. Grantee will: a. Infection Prevention and Control Training(s) System Agency Contract No.HHS000371500016 Under the Page 7 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB i. Hold infection prevention and control training(s)and/or Certification in Infection Control (CIC)-prep class(es) conducted by the Texas Society of Infection Control and Prevention (TSICP) in order to provide training on infection prevention and control activities including but not limited to gap mitigation strategies, injection safety, and certification in infection control. Training(s)will meet the Center for Medicare and Medicaid Services(CMS) standards in disaster declaration areas and promote certified infection control(CIC) certification of facility-designated Infection Preventionists. 1. Training(s)will be conducted between January 1, 2019, and July 31, 2019. 2. Priority will be given to Infection Preventionists from hurricane-affected areas. ii. Sponsor CIC exam for Infection Preventionists from hurricane-affected areas that attended the CIC-prep class(es). 1. Attendees should take CIC exam within 6 months of training. iii. Submit CIC Training report within 60 days of the training(s). 1. Report will include at minimum: Pre- and post-course knowledge test scores, attendees' information, evaluation of the training, and summary of expenses. iv. Report CIC exam pass rate and success stories from participants within 6 months of training. 1. Success stories should include examples of how the trainings helped address gaps in their facilities. b. Hurricane Response Summit Hold a Hurricane Response Summit in their respective jurisdiction that LHDs and healthcare facility staff in other affected jurisdictions may attend. The summit must focus on providing specific disaster recovery infection control resources and lessons learned from pervious hurricane disaster recovery efforts to aid in the preparation of response plans for future hurricane threats. Other topics may include infection prevention and control, gap mitigation strategies, injection safety, and disease surveillance. 1. Summit will be conducted between July 1, 2019, and May 31, 2020. 2. Participation of Infection Preventionists and healthcare workers from all types of healthcare facilities (acute care hospitals, critical access care, outpatient clinics, dialysis clinics, long-term care facilities, inpatient rehabs, long-term acute care hospitals)will be promoted. 3. Priority will be given to Infection Preventionists from hurricane- affected areas. 4. Assess during the registration the extent of the impact of the hurricane in their facilities, if applicable. 5. Assess during the registration whether they utilized Infection Control CDC resources during their recovery efforts, if applicable. ii. Provide Continuing Education Units (CEUs)to Hurricane Response Summit attendees. System Agency Contract No.HHS000371500016 Under the Page 8 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB iii. Conduct a pre- and post- survey to assess knowledge in hurricane recovery issues before and after attending the Hurricane Response Summit. iv. Submit Hurricane Response Summit report within 60 days of the summit. 1. Report will include at minimum:pre- and post- survey results, attendees' information, evaluation of the summit and individual sessions, and summary of expenses. v. Participate in quarterly conference calls with DSHS to provide updates, progress reports, and other necessary communications. 5. Traditional and Novel Vector Control Enhance mosquito surveillance (to jurisdictions with initial low capacity or damaged surveillance systems). Grantee will: a. Traditional Methods i. Implement traditional vector control strategies (larvicide/insecticide). ii. Enhance mosquito control capacity through: 1. Initiating and augmenting mosquito surveillance (purchase of equipment, supplies, etc.); 2. Purchasing adulticide, larvicide, or application equipment; 3. Addition of temporary employees; 4. Paying for trainings or licensing; 5. Paying for vector control contracts; and 6. Submitting monthly progress reports on the personnel, equipment, material, and other supplies that have been purchased and their implementation within the mosquito control program. 6. Environmental Health Public Health jurisdictions within Governor Abbott's Hurricane Harvey disaster declaration area will assess the changing needs and health status of hurricane-impacted communities. Grantee will: a. Conduct one to four Community Assessments for Public Health Emergency Response (CASPER). b. Attend a CASPER data analysis training offered by the DSHS contracted entity. c. Develop CASPER questionnaires allowing for up to 10 household-based questions in each questionnaire to be suggested/provided by DSHS Health Emergency Preparedness and Response Section (HEPRS)Disaster Epidemiologist. This will allow data comparison for up to 10 questions across all Harvey recovery CASPERs. Submit CASPER questionnaires to DSHS Disaster Epidemiologist for review. d. Develop sampling plans and area maps for selecting households in each sampling frame (first stage sampling). Technical assistance and use of the GIS CASPER toolkit will be available from the DSHS Regional Local Health Operations (RLHO)Geographic Information Specialist(GIS). System Agency Contract No.HHS000371500016 Under the Page 9 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID 272A2582-D4C7-41 BF-B7E0-FE1F772260EB e. Identify personnel to conduct field interviews and conduct second stage of sampling in the field.Develop field teams. Conduct just-in-time trainings for field team members and others participating in the CASPER. f. Analyze CASPER data. Sharing of final dataset with DSHS is required. g. Prepare preliminary and/or final reports presenting CASPER fmdings/results and submit all reports to DSHS. h. Develop and submit an Implementation Plan to be included with the final monthly report to DSHS (see monthly report due dates below). C. Implement approved workplan. Grantee's workplan has been approved by DSHS prior to DSHS's entering into this Contract with Grantee. Grantee will adhere to the approved workplan. The workplan must include a description of the project(s)and activities to be addressed by the HHCP and measurable objective(s)for addressing each issue. The workplan must also describe a clear method for evaluating the services that will be provided. Any proposed changes to the approved workplan are not effective unless and until Grantee has received written approval to the revised workplan from DSHS. D. Submit monthly and final performance reports that describe progress toward achieving the objectives contained in Grantee's approved workplan and any written revisions. Grantee will submit the performance reports by the 5th business day following the last day of the last month of each month, in a format to be provided by DSHS. Failure to submit a required report or additional requested information by the due date specified in this Contract or upon request constitutes breach of contract, and may result in delay of payment.Reports should be sent electronically to coag@,dshs.texas.gov and to cmscrisiscoag@dshs.texas.gov. E. Comply with all applicable regulations, standards, and guidelines in effect on the beginning date of this Contract and as amended. F. The following documents and resources are incorporated herein by reference and made a part of this Contract as if fully set forth therein: 1. DSHS and CDC Public Health Crisis Response Cooperative Agreement,Funding Opportunity Number: CDC-RFA-TP18-1802; 2. Project workplan;and 3. Local Health Department Hurricane Crisis Discretionary Project—Monthly Project Report(s). II.PERFORMANCE MEASURES DSHS will develop performance measures in collaboration with the Grantee. DSHS will monitor the Grantee's performance of the requirements in this Statement of Work and compliance with the Contract's terms and conditions. III. REPORTING REQUIREMENTS Grantee at the request of the System Agency,may be required to submit additional reports determined necessary to accomplish the objectives and monitor the compliance of this contract. Grantee must submit reports in a format specified by the System Agency. Grantee will provide System Agency Contract No.HHS000371500016 Under the Page 10 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB System Agency financial reports as System Agency determines necessary to accomplish the objectives of this Contract and to monitor compliance. If Grantee is legally prohibited from providing any report under this Contract, Grantee will immediately notify System Agency in writing. Grantee will provide and submit written reports, by electronic mail in the format specified by System Agency. Grantee will complete and submit the Local Health Department Hurricane Crisis Discretionary Project—Monthly Project Report by the 5th business day of each month and a Final Performance Report by the 15th business day of the end of the contract term.These reports need to be completed for each HHCP for which the Grantee receives funding from System Agency. Grantee shall maintain the source documentation used to develop the reports. All written reports should be titled with the Grantee name, address, email address, vendor identification number, telephone number, program name, contract or purchase order number, dates services were completed and/or products were delivered,the time period of the report,total invoice amount,and invoices paid to subgrantees for services received. IV.INVOICING AND PAYMENTS Grantee will request payments by submitting the State of Texas Purchase Voucher(Form B-13) at http://www.texas.gov/grants/forms/bl3form.doc no later than fifteen(15)business days after the end of the preceding month. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below. Department of State Health Services Claims Processing Unit,MC 1940 1100 West 49th Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512)458-7442 EMAIL: invoices@dshs.texas.gov and crosinvoices@dshs.texas.gov Grantee will be paid on a cost reimbursement basis and in accordance with the Budget in Attachment B of this Contract. With prior written notification to, and approval from,the System Agency Contract Manager, Contractor may transfer money between budget categories, other than the equipment and indirect cost categories,not to exceed 25%of the total contract value during a contract budget period. If the budget transfer(s)exceeds 25%of the total contract value,alone or cumulatively, a formal contract amendment is required. Contractor shall provide notification of the budget transfer by submission of a revised Categorical Budget Form to the System Agency Contract Manager,highlighting the areas affected by the budget transfer. After review,the System Agency Contract Manager shall provide notification of acceptance to Contractor via email,upon receipt of which,the revised budget shall be incorporated into the Contract. System Agency reserves the right,where allowed by legal authority,to redirect funds in the event of financial shortfalls. System Agency Program will monitor Grantee's expenditures on a System Agency Contract No.HHS000371500016 Under the Page 11 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB quarterly basis. If expenditures are below Grantee's total Contract amount, Grantee's budget may be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety (90) days may result in a decrease in funds. System Agency Contract No.HHS000371500016 Under the Page 12 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID.272A2582-D4C7-41 BF-B7E0-FE1 F772260EB ATTACHMENT B BUDGET Contract No.HHS000371500016 Categorical Budget: PERSONNEL $86,528.00 FRINGE BENEFITS $6,881.00 TRAVEL $33,131.00 EQUIPMENT $109,428.00 SUPPLIES $55,885.00 CONTRACTUAL $59.875.00 OTHER $69,114.00 TOTAL DIRECT CHARGES $420,842.00 INDIRECT CHARGES $0.00 TOTAL $420,842.00 System Agency Contract No.HHS000371500016 Under the Page 13 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT • DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB Attachment B-1 Individual Project Budget(s) Personnel Fringe Benefits Trawl Equipment !Supplies !ContractualOther Total DirectCherge T `Brett Tod Chars BEM First Responder $ 74,880.00 $ �. 5,728.00'$ 19,07500 $ 2100000 $ 5,51800 $ - $ - $ 126,201.00 $ - $ 126,201.00 lMS1 Cold $ $ - $ - $ 70,000.00 t$ • 5 30,000 00 S - 5 100,000.00 $ - S 100,000.00 _ Chain Mothers& I$ - $ - $ $ $ -I$ - 1$ - $ - $ - $ Babies Food-Rater S 11,648.00 S 1,153.00 $ 3,452.00 $ - -$ 3,401.00 $ 19,875.00 $ 3,530.00 S 43,059.00'$ - S 43,059.00 Borne Disease { - Healthcare .._ ... - Infections S - $ - S 8,110.00 S - $ 2,000.00 S 10,000.00 S 61,472.00 S 81,582.00 S - S 81,582.00 Control Traditional $ - $ - $ - $ 18,428.00;$ 31,572.03 5 - S - S 50,000.00 $ - S 50,000.00 Vector Novel Vector $ - $ - $ - S • $ - $ - $ - $ - $ - S - C,ISPER S - 1.$ - 1S 2,49400 $ - S 13,394.00 $ - I5 4112.00 $ 20,00000 S - 5 20,000.00 Ida $ $ $ $ $ $ s --�--p$ $ _ . $ TB(VDOT) S - S - $ - $ - $ - S • S 1$ - $ _ S , Total S 86,528.00 5 6,881.00 5 33,131.00 $ 109,428.00 S 55,885.00 $ 59,875.00 S 69,114.00 S 420,842.00 5 - S 420,842.00 System Agency Contract No.HHS000371500016 Under the Page 14 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB ATTACHMENT C HHSC UNIFORM TERMS AND CONDITIONS - GRANT System Agency Contract No.1 -15000371500016 Under the Page 15 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1 F772260EB HHSC Uniform Terms and Conditions Version 2.15 Published and Effective:September 1,2017 Responsible Office:Chief Counsel v : TEXAS - ClHealth and Human Services Health and Human Services Commission HHSC Uniform Terms and Conditions - Grant Version 2.15 System Agency Contract No.HHS000371500016 Under the Page 16 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-418F-B7E0-FE1F772260EB TABLE OF CONTENTS ARTICLE I.DEFINITIONS AND INTERPRETIVE PROVISIONS 4 1.01 Definitions 4 1.02 Interpretive Provisions 5 ARTICLE II Payment Methods and Restriclions 6 2.01 Payment Methods 6 2.02 Final Billing Submission 6 2.03 Financial Status Reports(FSRs) 7 2.04 Debt to State and Corporate Status 7 2.05 Application of Payment Due 7 2.06 Use of Funds 7 2.07 Use for Match Prohibited 7 2.08 Program Income 7 2.09 Nonsupplanting 8 ARTICLE III.STATE AND FEDERAL FUNDING 8 3.01 Funding 8 3.02 No debt Against the State 8 3.03 Debt to State 8 3.04 Recapture of Funds 8 ARTICLE IV Allowable Costs and Audit Requirements 9 4.01 Allowable Costs. 9 4.02 Independent Single or Program-Specific Audit 10 4.03 Submission of Audit 10 Article V AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 10 5.01 General Affirmations 10 5.02 Federal Assurances 10 5.03 Federal Certifications 10 ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 11 6.01 Ownership 11 6.02 Intellectual Property 11 ARTICLE VII RECORDS,AUDIT,AND DISCLOSURE 11 7.01 Books and Records 11 7.02 Access to records,books,and documents 11 Grantee Uniform Terms and Conditions Page 2 of 19 v.9.1.17 System Agency Contract No.MS000371500016 Under the Page 17 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1 F772260EB 7.03 Response/compliance with audit or inspection findings 12 7.04 SAO Audit 12 7.05 Confidentiality 12 7.06 Public Information Act 12 ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 12 8.01 Contract Management 12 8.02 Termination for Convenience 13 8.03 Termination for Cause 13 8.04 Equitable Settlement 13 ARTICLE LX MISCELLANEOUS PROVISIONS 13 9.01 Amendment 13 9.02 Insurance 13 9.03 Legal Obligations 14 9.04 Permitting and Licensure 14 9.05 Indemnity 14 9.06 Assignments 15 9.07 Relationship of the Parties 15 9.08 Technical Guidance Letters 15 9.09 Governing Law and Venue 16 9.11 Survivability 16 9.12 Force Majeure 16 9.13 No Waiver of Provisions 16 9.14 Publicity 16 9.15 Prohibition on Non-compete Restrictions 17 9.16 No Waiver of Sovereign Immunity 17 9.17 Entire Contract and Modification 17 9.18 Counterparts 17 9.19 Proper Authority 17 9.20 Employment Verification 17 9.21 Civil Rights 17 Grantee Uniform Terms and Conditions Page 3 of 19 v.9.1 17 System Agency Contract No.HHS000371500016 Under the Page 18 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1 F772260EB ARTICLE L 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. "Attachment"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 Uniform 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. "Effective 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 1 and ending September 30 each year,which is the annual accounting period for the United States government. "GAAP"means Generally Accepted Accounting Principles. "GASB"means the Governmental Accounting Standards Board. "Grantee"means the Party receiving funds under this Contract,if any.May also be referred to as "Contractor"in certain attachments. "IIealth and Human Services Commission" or "IIIISC" means the administrative agency established under Chapter 531,Texas Government Code or its designee. "HUB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas Government Code. "Intellectual Property'" 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 Protégé" means the Comptroller of Public Accounts' leadership program found at: http://www.window.state.tx.us/procurement/prog/hub/mentorprotege/. Grantee uniform Terms and Conditions Page 4 of 19 v.9.1.17 System Agency Contract No.HHS000371500016 Under the Page 19 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB "Parties"means the System Agency and Grantee,collectively. "Party"means either the System Agency or Grantee,individually. "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 Act"or"PIA"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 "RFA"" means the document issued by the System Agency under 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 Response" or "Application" 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 Fiscal Year"means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Textravel" means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C,Section 5.22,relative to travel reimbursements under this Contract,if any. "System Agency"means HHSC or any of the agencies of the State of Texas that are overseen by HHSC 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 Letter" or "TGL"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. b. 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 are not prohibited by the terms of this Contract,and(ii)references to Grantee Uniform Terms and Conditions Page 5 of 19 v.9.1.17 System Agency Contract No.HHS000371500016 Under the Page 20 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating,amending,replacing, supplementing,or interpreting the statute or regulation. d. Any references to "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 are 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 any 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. All such limitations, regulations, and policies are cumulative and each will be 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 II PAYMENT METHODS AND RESTRICTIONS 2.01 Payment 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 payment 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; b. 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 c. 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 make 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 Conditions Page 6 of 19 v.9.1.17 System Agency Contract No.HHS000371500016 Under the Page 21 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB 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 fmancial assessment. Grantee shall submit the fmal 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 the 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 Conditions Page 7 of 19 v.9.1.17 System Agency Contract No.HHS000371500016 Under the Page 22 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB 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 contingent 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 tennination,without 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 be construed as creating any debt by or on behalf of the State of Texas. 3.03 Debt to State 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 in this Section include payments (i)made by the System Agency that exceed the maximum allowable rates;(ii)that are not allowed under applicable laws,rules,or regulations;or(iii)that are otherwise inconsistent with this Contract, including any unapproved expenditures. Grantee understands and agrees that it will be liable to the System Agency for any costs disallowed pursuant to fmancial 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 v.9.1.17 System Agency Contract No.HHS000371500016 Under the Page 23 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB 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 writing,and Grantee shall return the funds to the System Agency within thirty(30)calendar days of the date of this written notice. The System Agency may withhold all or part of any payments to Grantee to offset reimbursement for any unallowable or ineligible expenditure that Grantee has not refunded to the System Agency,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 available under this Contract in amounts necessary to fulfill Grantee's repayment obligations. Applicable cost principles,audit requirements,and administrative 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 Governments Subpart F and UGMS UGMS Educational 2 CFR,Part 220 2 CFR Part 200, 2 CFR Part 200 and Institutions Subpart F and UGMS UGMS Non-Profit 2 CFR,Part 230 2 CFR Part 200, 2 CFR Part 200 and Organizations Subpart F and UGMS UGMS 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 OMB 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 Grantee Uniform Terms and Conditions Page 9 of 19 v.9.1.17 System Agency Contract No.HHS000371500016 Under the Page 24 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB OMB Circulars will 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($750,000)in federal funds awarded,Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200.The$750,000 federal threshold amount includes federal funds passed through by way of state agency awards.If Grantee,within Grantee's fiscal year,expends a total amount of at least$750,000 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 be conducted by an independent certified public accountant and in accordance with 2 CFR 200,Government Auditing Standards,and UGMS. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or UGMS,as applicable,for their program-specific audits.IIIISC Single 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 IIHSC 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. 4.03 Submission of Audit Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year,Grantee shall submit 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@hhsc.state.tx.us ARTICLE V AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 5.01 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 Assurances 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,as they may pertain to this Contract. Grantee Uniform Terms and Conditions Page l0 of 19 v.9.1.17 System Agency Contract No.HHS000371500016 Under the Page 25 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID 272A2582-D4C7-41 BF-B7E0-FE1F772260EB 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 rights,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, worldwide,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 Books and Records Grantee will keep and maintain under GAAP or GASB, as applicable, full,true, and complete records necessary to fully disclose to the System Agency,the Texas State Auditor's Office,the United States Government, and their authorized representatives sufficient information to determine compliance with the terms and conditions of this 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 for 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 involving the Contract,whichever 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 providing the funds, the Comptroller General of the United States, the General Accounting Office,the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that will have a right of access to records as described in this section include: the System Agency, HHSC, HHSC'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 Grantee Uniform Terms and Conditions Page 11 of 19 v.9.1 17 System Agency Contract No.HHS000371500016 Under the Page 26 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID 272A2582-D4C7-41 BF-B7E0-FE1F772260EB the right of access to, and examination of,sites and information related to this Contract in any Subcontract it awards. 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 sole expense. Whether Grantee's action corrects the noncompliance will be solely the decision of the System Agency. b. As part of the Services,Grantee must provide to HHSC 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. 7.04 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 (SAO), or any successor agency,to conduct an audit or investigation in connection with those funds.Under the direction of the legislative audit committee,an entity that is the subject of an audit or investigation by the SAO must provide the SAO 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 concerning the authority to audit funds received indirectly by Subcontractors 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 EARLY TERMINATION 8.01 Contract Management To ensure full performance of the Contract and compliance with applicable law, the System Agency may take actions including: a. Suspending all or part of the Contract; Grantee Uniform Terms and Conditions Page 12 of 19 v.9.1.17 System Agency Contract No.HHS000371500016 Under the Page 27 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID 272A2582-D4C7-41 BF-B7E0-FE1F772260EB b. Requiring the Grantee to take specific corrective actions in order to remain in 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 for 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 terminate 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. b. 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 fmancial viability required to complete the Services and Deliverables,or otherwise fully perform its responsibilities under the Contract. 8.04 Equitable Settlement Any early termination under this Article will be subject to the equitable settlement of the respective interests of the Parties up to the date of termination. ARTICLE IX MISCELLANEOUS PROVISIONS 9.01 Amendment The Contract may only be amended by an Amendment executed by both Parties. 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 carried within the industry as determined by the System Agency. Grantee will provide evidence of insurance as required Grantee Uniform Terns and Conditions Page 13 of 19 v.9.1.17 System Agency Contract No.HHS000371500016 Under the Page 28 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID 272A2582-D4C7-41 BF-B7E0-FE1F772260EB under this Contract,including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy,upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee will secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. 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 be 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 will 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 BY LAW, GRANTEE WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS AND ITS OFFICERS AND EMPLOYEES, AND THE SYSTEM AGENCY AND ITS OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS,DEMANDS,PROCEEDINGS,COSTS,DAMAGES,AND LIABILITIES,INCLUDING ATTORNEYS' FEES AND COURT COSTS ARISING OUT OF,OR CONNECTED WITH,OR RESULTING FROM: a. GRANTEE'S PERFORMANCE OF THE CONTRACT, INCLUDING ANY NEGLIGENT ACTS OR OMISSIONS OF GRANTEE,OR ANY AGENT,EMPLOYEE,SUBCONTRACTOR,OR SUPPLIER OF GRANTEE,OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE,IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT;OR b. ANY BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD, RULE, OR BREACH OF CONTRACT BY GRANTEE, ANY AGENT, EMPLOYEE, SUBCONTRACTOR,OR SUPPLIER OF GRANTEE,OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE,IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR C. EMPLOYMENT OR ALLEGED EMPLOYMENT, INCLUDING CLAIMS OF DISCRIMINATION AGAINST GRANTEE,ITS OFFICERS,OR ITS AGENTS;OR Grantee Uniform Terms and Conditions Page 14 of 19 v.9.1.17 System Agency Contract No.HHS000371500016 Under the Page 29 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB d. WORK UNDER THIS CONTRACT THAT INFRINGES OR MISAPPROPRIATES ANY RIGHT OF ANY THIRD PERSON OR ENTITY BASED ON COPYRIGHT, PATENT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS. GRANTEE WILL COORDINATE ITS DEFENSE WITH THE SYSTEM AGENCY AND ITS COUNSEL. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING SOLELY FROM THE GROSS NEGLIGENCE OF THE SYSTEM AGENCY OR ITS EMPLOYEES. THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION 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 sole 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. This assignment will only be 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 right to supervise, manage, operate, control, and direct performance 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 are 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 contributions 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 sole 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 TGL must be in Grantee Uniform Terms and Conditions Page 15 of 19 v.9.1.17 System Agency Contract No.HHS000371500016 Under the Page 30 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID 272A2582-D4C7-41 BF-B7E0-FE1F772260EB writing, and may be delivered by regular mail,electronic mail,or facsimile transmission. Any TGL 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 will 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 If 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 be 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 survive any such termination or expiration,remain to be performed,or by their nature would be intended to be applicable following any such termination or expiration,including maintaining confidentiality of information and records retention. 9.12 Force Majeure 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;acts 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, while so prevented, 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 and Conditions Page 16 of 19 v.9.1.17 System Agency Contract No.HHS000371500016 Under the Page 31 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB 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 restrict 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 same 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 by 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 confirm 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 Civil 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.C. §§6101-6107); 5. Title LX 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 Terms and Conditions Page 17 of 19 v 9.1.17 System Agency Contract No.I-1HS000371500016 Under the Page 32 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB 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 15,prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information,both orally and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs,benefits,and activities. 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 HHS Civil Rights Office. The posters are available on the HHS website at:httn:'/hhscx.hlu;c.texas.Qov/system-sunnart- s e rvi ce s/civil-riahts/n ubl i cat i on s d. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. e. Upon request, Grantee will provide HHSC Civil Rights Office with copies of all of the Grantee's civil rights policies and procedures. f. Grantee must notify HHSC's Civil Rights Office of any 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 Office 701 W.51st Street,Mail Code W206 Austin,Texas 78751 Phone Toll Free:(888)388-6332 Phone:(512)438-4313 Grantee Uniform Terms and Conditions Page 18 of 19 v.9.1.17 System Agency Contract No.1-HS000371500016 Under the Page 33 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB TTY Toll Free:(877)432-7232 Fax: (512)438-5885. Grantee Uniform Terms and Conditions Page 19 of 19 v.9.1.17 System Agency Contract No.HHS000371500016 Under the Page 34 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB ATTACHMENT D CONTRACT AFFIRMATIONS By entering into this Contract,Contractor affirms,without exception,as follows: 1. Contractor represents and warrants that these Contract Affirmations apply to Contractor and all of Contractor's principals,officers,directors,shareholders,partners,owners, agents,employees,subcontractors,independent contractors,and any other representatives who may provide services under,who have a financial interest in,or otherwise are interested in this Contract and any related Solicitation_ 2. Contractor represents and warrants that all statements and information provided to HHSC are current,complete,and accurate.This includes all statements and information in this Contract and any related Solicitation Response. 3. Contractor understands that HHSC will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code)as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas.Information,documentation,and other material prepared and submitted in connection with this Contract or any related Solicitation may be subject to public disclosure pursuant to the Texas Public Information Act.In accordance with Section 2252.907 of the Texas Government Code,Contractor is required to make any information created or exchanged with the State pursuant to the Contract,and not otherwise excepted from disclosure under the Texas Public Information Act,available in a format that is accessible by the public at no additional charge to the State. 4. Contactor accepts the Solicitation terms and conditions unless specifically noted by exceptions advanced in the form and manner directed in the Solicitation,if any,under which this Contract was awarded.Contractor agrees that all exceptions to the Solicitation, if any,are rejected unless expressly accepted by HHSC in writing. 5. Contractor agrees that HHSC has the right to use,produce,and distribute copies of and to disclose to HHSC employees,agents,and contractors and other governmental entities all or part of this Contract or any related Solicitation Response as HHSC deems necessary to complete the procurement process or comply with state or federal laws. 6. Contractor generally releases from liability and waives all claims against any party providing information about the Contractor at the request of HHSC. 7. Contractor has not given,has not offered to give,and does not intend to give at any time hereafter any economic opportunity,future employment,gift,loan,gratuity,special discount,trip,favor,or service to a public servant in connection with this Contract or any related Solicitation,or related Solicitation Response. S. Under Section 2155.004,Texas Government Code(relating to financial participation in preparing solicitations),Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this v.1.3 August 2011 Pase 1 of 6 System Agency Contract No.HHS000371500016 Under the Page 35 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 9. Under Sections 2155.006 and 2261.053 of the Texas Government Code(relating to convictions and penalties regarding Hurricane Rita,Hurricane Katrina,and other disasters),the Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate_ 10. Under Section 231.006(d)of the Texas Family Code regarding child support,Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive the specified payment and acknowledges that the Contract may be terminated and payment may be withheld if this certification is inaccurate. 11. Contractor certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management(SAM)maintained by the General Services Administration_This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689,Debarment and Suspension,2 C.F.R Part 376,and any relevant regulations promulgated by the Department or Agency funding this project This provision shall be included in its entirety in Contractor's subcontracts,if any,if payment in whole or in part is from federal funds_ 12. Contractor certifies that it is not listed on the federal government's terrorism watch list as described in Executive Order 13224. 13. Contractor represents and warrants that it is not engaged in business with Iran,Sudan:or a foreign terrorist organization,as prohibited by Section 225/152 of the Texas Government Code. 14_ In accordance with Section 669.003 of the Texas Government Code,relating to contracting with the executive head of a state agency,Contractor certifies that it is not(1) the executive head of an HHS agency,(2)a person who at any time during the four years before the date of this Contract was the executive head of an HHS agency,or(3)a person who employs a current or former executive head of an HHS agency_ 15. Contractor represents and warrants that it is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171 of the Texas Tax Code. 16. Contractor agrees that any payments due under this Contract shall be applied towards any debt or delinquency that is owed to the State of Texas. 17. Contractor represents and warrants that payments to Contractor and Contractor's receipt of appropriated or other funds under this Contract or any related Solicitation are not prohibited by Sections 556.005,556.0055,or 556.008 of the Texas Government Code (relating to use of appropriated money or state funds to employ or pay lobb)ists,lobbying expenses,or influence legislation). T.-_1.3 aunt 2013 Page 2of6 System Agency Contract No.HHS000371500016 Under the Page 36 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB 18. Contractor agrees to comply with Section 2155.4441 of the Texas Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contracts_ 19. Contractor agrees that upon request of HHSC,Contractor shall provide copies of its most recent business continuity and disaster recovery plans_ 20. Contractor expressly acknowledges that state funds may not be expended in connection with the purchase of an automated information system unless that system meets certain statutory requirements relating to accessibility by persons with visual impairments. Accordingly,Contractor represents and warrants to HHSC that the technology provided to HHSC for purchase(if applicable under this Contract or any related Solicitation)is capable,either by virtue of features included within the technology or because it is readily adaptable by use with other technology,of: •providing equivalent access for effective use by both visual and non-visual means; •presenting information,including prompts used for interactive communications, in formats intended for non-visual use;and •being integrated into networks for obtaining,retrieving,and disseminating information used by individuals who are not blind or visually impaired. For purposes of this Section,the phrase"equivalent access"means a substantially similar ability to communicate with or make use of the technology,either directly by features incorporated within the technology or by other reasonable means such as assistive device,or services which would constitute reasonable accommodations under the Americana With Disabilities Act or similar state or federal laws.Examples of methods by which equivalent access may be provided include;but are not limited to,keyboard alternatives to mouse commands and other means of navigating graphical displays,and customizable display appearance. In accordance with Section 2157.005 of the Texas Government Code,the Technology Access Clause contract provision remains in effect for any contract entered into before September 1,2006. 21. If this Contract is for the purchase or lease of computer equipment,then Contractor certifies that it is in compliance with Subchapter Y,Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328. 22. If this Contract is for the purchase or lease of covered television equipment,then Contractor certifies that it is compliance with Subchapter Z,Chapter 361 of the Texas Health and Safety Code related to the Television Equipment Recycling Program. 23. Contractor represents and warrants;during the twelve(12)month period immediately prior to the date of the execution of this Contract,none of its employees including,but not limited to those will provide services under the Contract was an employee of an HHS Agency.Pursuant to Section 2252.901,Texas Government Code(relating to prohibitions regarding contracts with and involving former and retired state agency employees), Contractor will not allow any former employee of the System Agency to perform services 1.3 August 2018 Pase3 of6 System Agency Contract No.HHS000371500016 Under the Page 37 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB wider this Contract during the twelve(12)month period immediately following the employee's last date of employment at the System Agency. 24. Contractor acknowledges that::pursuant to Section 572.469 of the Texas Government Code,a former state officer or employee of a state agency who during the period of state service or employment participated on behalf of a state agency in a procurement or contract negotiation involving Contractor may not accept employment from Contractor before the second anniversary of the date the Contract is signed or the procurement is terminated or withdrawn. 25. If this Contract is for consulting services under Chapter 2254 of the Texas Government Code,in accordance with Section 2254.033 of the Texas Government Code,Contractor certifies that it does not employ an individual who was employed by System Agency or another agency at any time during the two years preceding the submission of any related Solicitation Response related to this Contract or,in the alternative,Contractor has disclosed in any related Solicitation Response the following:(i)the nature of the previous employment with System Agency or the other agency;(ii)the date the employment was terminated;and(iii)the annual rate of compensation at the time of the employment was terminated_ 26. Contractor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to HHSC under this Contract or any related Solicitation and that Contractor's provision of the requested goods and/or services under this Contract and any related Solicitation will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety. 27. Contractor understands that HHSC does not tolerate any type of fraud_The agency's policy is to promote consistent,legal,and ethical organizational behavior by assigning responsibilities and providing guidelines to enforce controls.Violations of law,agency policies,or standards of ethical conduct will be investigated,and appropriate actions will be taken_All employees or contractors who suspect fraud,waste or abuse(including employee misconduct that would constitute fraudwaste,or abuse)are required to immediately report the questionable activity to both the Health and Human Services Commission's Office of the Inspector General at 1-800-436-6184 and the State Auditor's Office.Contractor agrees to comply with all applicable laws,rules,regulations,and HHSC policies regarding fraud including,but not limited to,HHS Circular C-027_ 28. The undersigned affirms under penalty of perjury of the laws of the State of Texas that (a)in connection with this Contract and any related Solicitation Response,neither I nor any representative of the Contractor has violated any provision of the Texas Free Enterprise and Antitrust Act,Tex.Bus.&Comm_Code Chapter 15;(b)in connection with this Contract and any related Solicitation Response,neither I nor any representative of the Contractor has violated any federal antitrust law;and(c)neither I nor any representative of the Contractor has directly or indirectly communicated any of the contents of this Contract and any related Solicitation Response to a competitor of the Contractor or any other company,corporation,firm,partnership or individual engaged in the same line of business as the Contractor. v.1.3 August 2011 Paee4of6 System Agency Contract No.HHS000371500016 Under the Page 38 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:27262582-D4C7-41 BF-B7E0-FE1F772260EB 29. Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding,investigation,or other action pending or threatened against Contractor or any of the individuals or entities included in numbered paragraph 1 of these Contract Affirmations within the five(5)calendar years immediately preceding execution of this Contract or the submission of any related Solicitation Response that would or could impair Contractor's performance under this Contract relate to the contracted or similar goods or services,or otherwise be relevant to HHSC's consideration of entering into this Contract.If Contractor is unable to make the preceding representation and warranty,then Contractor instead represents and warrants that it has provided to HEISC a complete,detailed disclosure of any such court or governmental agency proceeding investigation,or other action that would or could impair Contractor's performance under this Contract,relate to the contracted or similar goods or services,or otherwise be relevant to HHSC's consideration of entering into this Contract.In addition, Contractor acknowledges this is a continuing disclosure requirement Contractor represents and warrants that Contractor shall notify}MSC in writing within five(5) business days of any changes to the representations or warranties in this clause and understands that failure to so timely update HHSC shall constitute breach of contract and may result in immediate contract termination. 30. Contractor represents and warrants that pursuant to Section 2270.002 of the Texas Government Code,Contractor does not boycott Israel and will not boycott Israel during the term of this Contract. 31. Contractor certifies that for contracts for services, Contractor shall utilize the U.S. Department of Homeland Security's E&Verify system during the term of this Contract to determine the eligibility of: (a) all persons employed by Contractor to perform duties within Texas;and (b) all persons, including subcontractors; assigned by Contractor to perform work pursuant to this Contract within the United States of America. 32. Contractor understands acknowledges,and agrees that any false representation or any failure to comply with a representation,warranty,or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including,but not limited to,immediate termination of this Contract 33. Contractor represents and warrants that it will comply with all applicable laws and maintain all permits and licenses required by applicable city,county,state,and federal rules,regulations,statutes,codes,and other laws that pertain to this Contract 34_ Contractor represents and warrants that all statements and information prepared and submitted by Contractor in this Contract and any related Solicitation Response are current complete,true,and accurate.Contractor acknowledges any false statement or material misrepresentation made by Contractor during the performance of this Contract or any related Solicitation is a material breach of contract and may void this Contract. Further,Contractor understands,acknowledges,and agrees that any false representation or any failure to comply with a representation,warranty,or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including,but not limited to,immediate termination of this Contract v.1.3 :au_eurt 2018 Paze5of6 System Agency Contract No.HI-1S000371500016 Under the Page 39 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1 F772260EB 35. Contractor represents and warrants that the individual signing this Contract is authorized to sign on behalf of Contractor and to bind the Contractor. Authorized representative on behalf of Contractor must complete and sign the following: Legal Name of Contractor. Annette Rodriguez c—DocuSlgnsd by: Angie a FoArivier. February 20, 2019 gA�a �d �i��horized Date Signed Representative Annette Rodriguez 361-826-7205 Printed Name and Title of Phone Number Authorized Representative 74-6000574 Federal Employer Identification Fax Number Number 06945776 annetter@cctexas.com DUNS Number Email Address 1702 Horne Rd corpus Christi , Tx 78416 Physical Street Address City,State,Zip Code Same Corpus Christi , Tx 78416 Mailing Address,if different City,State,Zip Code v.1.3 AuEFLat 2A1S Page 6 of 6 System Agency Contract No.HI-1S000371500016 Under the Page 40 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID 272A2582-D4C7-41 BF-B7E0-FE1F772260EB ATTACHMENT E SUPPLEMENTAL AND SPECIAL CONDITIONS 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 NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY 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. Section 1.03 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. System Agency Contract No.HHS000371500016 Under the Page 41 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-87E0-FE1F772260EB SECTION 1.04 DISASTER SERVICES In the event of a local, state, or federal emergency, including natural, man- made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster 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; 1. Public health information; m. Vector control and veterinary services; and n. Victim identification and mortuary services. SECTION 1.05 CONSENT BY NON-PARENT OR OTHER STATE LAW TO MEDICAL CARE OF 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 1.06 TELEMEDICINE/TELEPSYCHIATRY MEDICAL 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 licenses; f. Demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; System Agency Contract No.HHS000371500016 Under the Page 42 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB 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 1.07 SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY a. Grantee shall take reasonable steps to provide services and information both orally and in writing, in appropriate languages other than English,to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs,benefits and activities. 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 1.08 THIRD PARTY PAYORS 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 are any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers,Medicaid,or other federal,state, local and private funding sources. 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 otherwise 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; 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 System Agency Contract No.HHS000371500016 Under the Page 43 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID 272A2582-D4C7-41 BF-B7E0-FE1F772260EB request for reimbursement to System Agency;and g. Provide third party billing functions at no cost to the client. SECTION 1.09 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 1.10 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 1.11 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 1.12 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. b. The System Agency shall provide written notice of interim extension amendment to the Grantee under one of the following circumstances: 1. 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. e. An interim extension under Section(b)(1)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. 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. System Agency Contract No.HHS000371500016 Under the Page 44 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID 272A2582-D4C7-41 BF-B7E0-FEIF772260EB SECTION 1.13 ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY AND SECURITY STANDARDS a. Applicability: The following Electronic and Information Resources (EIR) requirements apply to the Contract because the Grantee performs services that include EIR that the System Agency's employees are required or permitted to access or members of the public are required or permitted to access. This Section does not apply to incidental uses of EIR in the performance of the Agreement, unless the Parties agree that the EIR will become property of the State of Texas or will be used by HHSC's clients or recipients after completion of the Agreement. Nothing in this section is intended to prescribe the use of particular designs or technologies or to prevent the use of alternative technologies, provided they result in substantially equivalent or greater access to and use of a Product. b. Definitions: "Accessibility Standards" means accessibility standards and specifications for Texas agency and institution of higher education websites and EIR set forth in 1 TAC Chapter 206 and/or Chapter 213. "Electronic and Information Resources" means information resources, including information resources technologies, and any equipment or interconnected system of equipment that is used in the creation, conversion, duplication, or delivery of data or information. The term includes telephones and other telecommunications products, information kiosks, transaction machines, Internet websites, multimedia resources, and office equipment, including copy machines and fax machines. "Electronic and Information Resources Accessibility Standards" means the accessibility standards for electronic and information resources contained in 1 Texas Administrative Code Chapter 213. "Product" means information resources technology that is,or is related to EIR. "Web Site Accessibility Standards/ Specifications" means standards contained in Volume 1 Tex. Admin. Code Chapter 206(c)Accessibility Requirements. Under Tex. Gov't Code Chapter 2054, Subchapter M, and implementing rules of the Texas Department of Information Resources,the System Agency must procure Products and services that comply with the Accessibility Standards when those Products are available in the commercial marketplace or when those Products are developed in response to a procurement solicitation. Accordingly, Grantee must provide electronic and information resources and associated Product documentation and technical support that comply with the Accessibility Standards. c. Evaluation,Testing,and Monitoring 1. The System Agency may review,test,evaluate and monitor Grantee's Products and services,as well as associated documentation and technical support for compliance System Agency Contract No.HHS000371500016 Under the Page 45 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB with the Accessibility Standards. Review, testing, evaluation and monitoring may be conducted before and after the award of a contract. Testing and monitoring may include user acceptance testing. Neither the review,testing(including acceptance testing), evaluation or monitoring of any Product or service, nor the absence of review, testing, evaluation or monitoring, will result in a waiver of the State's right to contest the Grantee's assertion of compliance with the Accessibility Standards. 2. Grantee agrees to cooperate fully and provide the System Agency and its representatives timely access to Products,records, and other items and information needed to conduct such review, evaluation, testing, and monitoring. d. Representations and Warranties 1. Grantee represents and warrants that: i. As of the Effective Date of the Contract, the Products and associated documentation and technical support comply with the Accessibility Standards as they exist at the time of entering the Agreement, unless and to the extent the Parties otherwise expressly agree in writing; and ii. If the Products will be in the custody of the state or a System Agency's client or recipient after the Contract expiration or termination,the Products will continue to comply with Accessibility Standards after the expiration or termination of the Contract Term, unless the System Agency or its clients or recipients, as applicable, use the Products in a manner that renders it noncompliant. 2. In the event Grantee becomes aware, or is notified that the Product or service and associated documentation and technical support do not comply with the Accessibility Standards, Grantee represents and warrants that it will, in a timely manner and at no cost to the System Agency, perform all necessary steps to satisfy the Accessibility Standards, including remediation,replacement, and upgrading of the Product or service, or providing a suitable substitute. 3. Grantee acknowledges and agrees that these representations and warranties are essential inducements on which the System Agency relies in awarding this Contract. 4. Grantee's representations and warranties under this subsection will survive the termination or expiration of the Contract and will remain in full force and effect throughout the useful life of the Product. e. Remedies 1. Under Tex. Gov't Code § 2054.465, neither the Grantee nor any other person has cause of action against the System Agency for a claim of a failure to comply with System Agency Contract No.HHS000371500016 Under the Page 46 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID 272A2582-D4C7-41 BF-B7E0-FE1F772260EB Tex. Gov't Code Chapter 2054, Subchapter M, and rules of the Department of Information Resources. 2. In the event of a breach of Grantee's representations and warranties, Grantee will be liable for direct,consequential, indirect, special,or liquidated damages and any other remedies to which the System Agency may be entitled under this Contract and other applicable law. This remedy is cumulative of any other remedies to which the System Agency may be entitled under this Contract and other applicable law. SECTION 1.14 CHILD ABUSE REPORTING REQUIREMENT a. Grantees shall comply with child abuse and neglect reporting requirements in Texas Family Code Chapter 261.This section is in addition to and does not supersede any other legal obligation of the Grantee to report child abuse. b. Grantee shall develop, implement and enforce a written policy that includes at a minimum the System Agency's Child Abuse Screening,Documenting,and Reporting Policy for Grantees/Providers and train all staff on reporting requirements. c. Grantee shall use the System Agency's Child Abuse Reporting Form located at www.dshs.state.tx.us/childabusereporting as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. SECTION 1.15 GRANTEE'S CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS. Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: a) Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes,cigars,pipes,water pipes(hookah),bidis,kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; b) Designating the property to which this Policy applies as a "designated area,"which must at least comprise all buildings and structures where activities funded under this Contract are taking place, as well as Grantee owned, leased, or controlled sidewalks, parking lots,walkways, and attached parking structures immediately adjacent to this designated area; c) Applying to all employees and visitors in this designated area; and 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 1.16 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 System Agency Contract No.HHS000371500016 Under the Page 47 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB 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 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.HHS000371500016 Under the Page 48 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE 1 F772260EB ATTACHMENT F FEDERAL ASSURANCES AND LOBBYING FORM View Burden Statement OMB Number:4040-0007 Expiration Date:01!31/2019 ASSURANCES-NON-CONSTRUCTION PROGRAMS Public reporting burden for this collection of information Is estimated to average 15 minutes per response,including time for reviewing instructions,searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information.Send comments regarding the burden estimate or any other aspect of this collection of information,including suggestions for reducing this burden,to the Office of Management and Budget,Paperwork Reduction Project(0348-0040),Washington,DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE Certain of these assurances may not be applicable to your projector program.If you have questions,please contact the awarding agency.Further,certain Federal awarding agencies may require applicants to certify to additional assurances. If such is the case,you will be notified. As the duly authorized representative of the applicant,I certify that the applicant: 1. Has the legal authority to apply for Federal assistance Act of 1973,as amended(29 U.S.C.§794),which and the institutional,managerial and financial capability prohibits discrimination on the basis of handicaps;(d) (including funds sufficient to pay the non-Federal share the Age Discrimination Act of 1975,as amended(42 U. of project cost)to ensure proper planning,management S.C.§§6101-6107),which prohibits discrimination on and completion of the project described in this the basis of age;(e)the Drug Abuse Office and application. Treatment Act of 1972(P.L.92-255),as amended, relating to nondiscrimination on the basis of drug 2. WII give the awarding agency,the Comptroller General abuse;(f)the Comprehensive Alcohol Abuse and of the United States and,if appropriate,the State, Alcoholism Prevention,Treatment and Rehabilitation through any authorized representative,access to and Act of 1970(P.L.91-616),as amended, relating to the right to examine all records,books,papers,or nondiscrimination on the basis of alcohol abuse or documents related to the award;and will establish a alcoholism;(g)§§523 and 527 of the Public Health proper accounting system in accordance with generally Service Act of 1912(42 U.S.C.§§290 dd-3 and 290 accepted accounting standards or agency directives. ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient records;(h)Tide 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. WII initiate and complete the work within the applicable made;and,(j)the requirements of any other time frame after receipt of approval of the awarding nondiscrimination statute(s)which may apply to the agency. application. 5. Will comply with the Intergovernmental Personnel Act of 7. WII comply,or has already complied,with the 1970(42 U.S.C.§§4728-4763)relating to prescribed requirements of Titles II and III of the Uniform standards for merit systems for programs funded under Relocation Assistance and Real Property Acquisition one of the 19 statutes or regulations specified in Policies Act of 1970(P.L.91-646)which provide for Appendix A of OPM's Standards for a Merit System of fair and equitable treatment of persons displaced or Personnel Administration(5 C.F.R.900,Subpart F). whose property is acquired as a result of Federal or federally-assisted programs.These requirements apply to all interests in real property acquired for 6. Will comply with all Federal statutes relating to project purposes regardless of Federal participation in nondiscrimination.These include but are not limited to: purchases. (a)Title VI of the Civil Rights Act of 1964(P.L.88-352) which prohibits discrimination on the basis of race,color 8. Will comply,as applicable,with provisions of the or national origin;(b)Title IX of the Education Hatch Act(5 U.S.C.§§1501-1508 and 7324-7328) Amendments of 1972,as amended(20 U.S.C.§§1681- which limit the political activities of employees whose 1683, and 1685-1686),which prohibits discrimination on principal employment activities are funded in whole the basis of sex;(c)Section 504 of the Rehabilitation or in part with Federal funds. Previous Edition Usable Standard Form 4248(Rev.7-97) Authorized for Local Reproduction Prescribed by OMB Circular A.102 System Agency Contract No.HHS000371500016 Under the Page 49 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB 9. Will comply,as applicable,with the provisions of the Davis- 13. WII assist the awarding agency in assuring compliance Bacon Act(40 U.S.C.§§276a to 276a-7),the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C.§276c and 18 U.S.C.§874),and the Contract Act of 1966,as amended(16 U.S.C.§470),E0 11593 Work Hours and Safety Standards Act(40 U.S.C.§§327- (identification and protection of historic properties),and 333),regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of construction subagreements. 1974(16 U.S.C.§§469a-1 et seq.). 10. WII 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 WII 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(RL.91-190)and 16. Will comply with the Lead-Based Paint Poisoning Executive Order(EO)11514;(b)notification of violating Prevention Act(42 U.S.C.§§4801 et seq.)which facilities pursuant to EO 11738;(c)protection of wetlands prohibits the use of lead-based paint in construction or pursuant to EO 11990;(d)evaluation of flood hazards in rehabilitation of residence structures. floodplains in accordance with EO 11988;(e)assurance of 17 WII cause to be performed the required financial and project consistency with the approved State management compliance audits in accordance with the Single Audit program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No.A-133, Act of 1972(16 U.S.C.§§1451 et seq.);(f)conformity of "Audits of States,Local Governments,and Non-Profit Federal actions to State(Clean Air)Implementation Plans Organizations." under Section 176(c)of the Clean Air Act of 1955,as amended(42 U.S.C.§§7401 et seq.);(g)protection of 18. Will comply with all applicable requirements of all other underground sources of drinking water under the Safe Federal laws,executive orders,regulations,and policies Drinking Water Act of 1974,as amended(P.L.93.523) governing this program. and.(h)protection of endangered species under the Endangered Species Act of 1973,as amended(P.L.93- 19. Will comply with the requirements of Section 106(g)of 205). the Trafficking Victims Protection Act(TVPA)of 2000,as amended(22 U.S.C.7104)which prohibits grant award 12. WII comply with the Wild and Scenic Rivers Act of recipients or a sub-recipient from(1)Engaging in severe 1968(16 U.S.G.01271 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—DocuSiynd by: JHeaI th Di rector /annexe falai et "—4FC9D92742CE414... APPLICANT ORGANIZATION DATE SUBMITTED Ly of Corpus dr tsLi (February 20, 2019 stanaara Farrn 4248(Rev.7-97)Bacx System Agency Contract No.HHS000371500016 Under the Page 50 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB CERTIFICATION REGARDING LOBBYING Certification for Contracts.Grants,Loans.and Cooperative Agreements The undersigned certifies.to the best of his or her knowledge and belief.that: (1)No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract.the making of any Federal grant.the making of any Federal loan.the entering into of any cooperative agreement,end the extension.continuation,renewal,amendment.a modification of any Federal contract,grant.loan,or cooperative agreement. (2)If any funds other than Federal appropriated funds have been paid or will be paid to any person fa 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,a cooperative agreement,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants,loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.Submission of this certification is a prerequisite for making a entering into this transaction imposed by section 1352,title 31,U.S.Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance The undersigned states.to the best of his a her knowledge and belief,that: i1 any funds have been paid a will be paid to any penal for influencing a attempting toirrituence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,a an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan,the undersigned shall complete and submit Standard Form-LLL."Disclosure of Lobbying Activities,"in accordance with its instructions.Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352.title 31.U.S.Code.Any person who fails to file the required statement shall be subject to a civil penalty of not less than$10,000 and not more than$100.000 for each such failure. •APPLICANTS ORGANIZATION city of corpus Christi •PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: 1.71 •First Namet IIIc le l Middle Name: •Last Name: I yueL J Suffix: 01 •Tale:Health Di rector I J `SIGNATURE: •DATE sI '11111 '0 r 2019 �--n•r.swe•r System Agency Contract No.HHS000371500016 Under the Page 51 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB ATTACHMENT G FFATA CERTIFICATION Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION The certifications enumerated below represent material facts upon which C6HS 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 noticeto D6 HS if at any time S ignor learn s th at any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances.ft/it Signor cannot certify all of the statements contained hi this section, Signor must provide written notice to DSHSdetoIIng whkh of the below statements it cannot certifyand Legal Name of Contractor: FFATA Contact*1 Name,Email and Phone Number. corpus Christi-Nueces county Constance Sanchez 361-826-3227 Public Health District Primary Address of Contractor. FFATA Contact#2 Name,Email and Phone Number. 1702 Horne Rd. , Corpus Christi , Blandina Costley 361-826-7252 TX 78416 ZIP Code:9-digits Required www.usps.com DUNS Number:9-digits Required www.sam.gov V84116-41902 I - I I $69457178E1 State of Texas Comptroller Vendor Identification Number(VIN)14 DlBits D7460(105*41)2 7 I Printed Name of Authorized Representative Signature of Authorized Representative Annette Rodriguez Dxu3lpnedby:1 riiez Title of Authorized Representative Datie4Fcea92742cE414:V: Health Director February 20, 2019 -1- Departmert of Stat.Health Services Form 4734—Jkne 2013 System Agency Contract No.HHS000371500016 Under the Page 52 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION Asthe 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 $3D0,000 in your previous tax year?❑Yes in No If your answer is"Yes",skip questions"A","B",and"C"andfinish the certification. If your answer is"No",answer questions"A"and"B". A.Certification Regarding°A of Annual Gross from Federal Awards. Did your organization receive 80°,6 or more of its annual gross revenue from federal awards during the preceding fiscal year?❑Yes ❑No B.Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive$25 million or more in annual gross revenues from federal awards in the preceding fiscal year?❑Yes ❑No If your answer is"Yes"to both question"A"and"B",you must answer question"C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C.Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization,all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of theSecurities Exchange Act of 1934 (15 U.S.C. 78m(a),78o(d)) or section 6104 of the Internal Revenue Code of 1986?❑Yes ❑No If your answer is"Yes"to this question,where can this information be accessed? If your answer is "Nd' to this question, you must provide the names and total compensation of the top five highly compensated officers below. Provide compensation information here: -2- Departmert of State Health Services Fomti 4734-Jtne 2013 System Agency Contract No.HHS000371500016 Under the Page 53 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB ATTACHMENT H HHS DATA USE AGREEMENT This Data Use Agreement("DUA"),effective as of the date the Base Contract into which it is incorporated is signed("Effective Date"),is entered into by and between a Texas Health and Human Services Enterprise agency("HHS"),and the Contractor identified in the Base Contract a political subdivision of the State of Texas("CONTRACTOR ARTICLE L 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 CPR I64.504(e)(1)-(3).This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA.This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA,if any provision of the Base Contract,including any General Provisions or Uniform Terms and Conditions,conflicts with this DUA,this DUA controls. ARTICLE 2. DEFINITION'S For the purposes of this DUA,capitalized,underlined terms have the meanings set forth in the following:Health Insurance Portability and Accountability Act of 1996,Public Law 104-191(42 U.S.C. §1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments,regulations and guidance issued thereafter;The Social Security Act,inrhniling Section 1137(42 U.S.C. §§ 1320b- ),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.§ 552.a and regulations and guidance thereunder;Internal Revenue Code,Title 26 of the United States Code and regulations and publications adopted under that code,including IRS Publication 1075;OMB Memorandum 07-18; Texas Business and Commerce Code Ch- 521; Texas Government Code, Ch. 552, and Texas Government Code§2054.1125.In addition,the following terms in this DUA are defined as follows: "Authorized Purpose"means the specific purpose or purposes described in the Statement of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. "Authorized User"means a Person: (1) Who is authorized to create, receive, maintain, have access to, process, view, handle,examine,interpret,or analyze Confidential Information pursuant to this DUA; HHS Data the Ageesuent 071015HEPAA Omnibus Compliant October,2015 TACCHO VERSION Paae 1 of 15 System Agency Contract No.HHS000371500016 Under the Page 54 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1 F772260EB (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create,receive,maintain,use,disclose or have accessto the Confidential Information;and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DUA "Confidential Information"means any communication or record(whether oral written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR,or that CONTRACTOR may,for an Authorized Purpose.create,receive,maintain, use,disclose or have access to, that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation,Electronic Protected Health Information or Unsecured Protected Health Information(herein"PHI"); (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch.521; (4) Federal Tax Information; (5) Individually Identifiable Health Information as related to HIPAA,Texas HIPAA and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection Act (6) Social Security Administration Data including, without limitation, Medicaid 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 CHt 435923 (Medicaid);45 CFR 164.502(gX1) (HIPAA); Tex Occ. Code § 151002(6);Tex.H.&S.Code§166.164;and Estates Code Ch.752. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION 3.01 Obligations of CONTRACTOR CONTRACTOR agrees that: (A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential,proprietary and trade secret information to prevent any portion of the Confidential Information from being used in FiIHS Data Lisa Agreement 0 71015I-i1PAA Omnibus Compliant Octobar,2015 TACCHO VERSION Page.2 of 15 System Agency Contract No.HHS000371500016 Under the Page 55 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB 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(4) (B) Except as Required bsy 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 CRR 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 CF.R 164.308(a)(5)6);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 request45 CF.R. 164308(a)(1)(ii)(C);164.530(e); 164.410(b);164.53001E1) (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) (A) (E) CONTRACTOR will not attempt to re-identify or further identify Confidential Information or De-identified Information,or attempt to contact any Individuals whose records are contained in the Confidential Information, except for an Authorized Purpose,without express written authorization from HHS or as expressly permitted by the Base Contract 45 CFR 164.502(d)(2)(1) and 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 Cat.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 cavy out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR unless Subcontractor agrees to comply with all applicable lams,rules and regulations. 45 CFR 164502(e)(1)(u);164.504(e)(1)(i) and(2). (G) CONTRACTOR is directly responsthle for compliance with,and enforcement of all conditions for creation,maintenance,use,disclosure,transmission and Destruction of HHS Data U==-e Ag emit 0 7I015HEPAA Omnibua Complia*.t October,2015 TACCHO`vFRSION Pace 3 of 15 System Agency Contract No.HHS000371500016 Under the Page 56 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1 F772260EB Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use.45 CFR 164.504(a)(5);42 CFR 43I.300,et seq. (H) If CONTRACTOR maintains PHI in a DesignatPd 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 protide PHI to an Individual,or Legally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Priv cy 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 protide it to HHS within 48 hours of HHS'request 45 CFR 164 524and 164 504(e)(2)((E). (1) If PHI is subject to this Agreement CONTRACTOR will make PHI as required by HIPAA available to HHS for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to HIPAA. 45 CFR 164.504(e)(2)(i)(E)and(1). (J) If PHI is subject to this Agreement;CONTRACTOR will document and make available to HEIS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements ofthe HIPAA Privacy Regulations.45 CFR 164.504(e)(2)(i)(G)and 164.528. (K) If CONTRACTOR receives a request for access,amendment or accounting of PHI from an individual with a right of access to information subject to this DUA,it will respond to such request in compliance with the HIPAA Privacy Regulations_ CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide,and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification; including without limitation information related to data transfers and the handling and disposal of Confidential Information.45 CFR 164.308;164.530(c);1 TAC 202. (M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information,CONTRACTOR may use PHI for the proper management and administration of CONTRACTOR or to cant' 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(a)(4)(A). HHS Data Uee Arent 0 71015E PA&Omnibus Compliant October,2015 TACCHO VERSION Pare 4 of 15 System Agency Contract No.HHS000371500016 Under the Page 57 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB (1) Disclosure is Required by Law,provided that CONTRACTOR complies with Section 3.01(D);or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person;and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Eta or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence_ 45 CFR 164.5040.)(4)(7i)(11). (N) Except as otherwise limited by this DUA,CONTRACTOR will,if required by law and requested by HHS,use commercially reasonable efforts to use PHI to provide data aggregation services to HHS,as that term is defined in the HIPAA,45 CFR §164.501 and permitted by HIPAA_45 CFR 164.504(00MB) (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract,at its expense,send to HHS or Destroy_at HHS's election and to the extent reasonably feasible and permissible by law,all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information_ CONTRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destroyed or seat 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 HES 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)(1)(J) (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) HHS Data Use Ageement 0 71015H PA,_A.Omnibus Compliant October,2015 TACCHO VERSION Paee5of15 System Agency Contract No.HHS000371500016 Under the Page 58 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB (Q) If CONTRACTOR accesses,transmits,stores,and/or maintains Confidential Information, CONTRACTOR will complete and return to HHS at infosecurity@hhsc_state_ts_us the HHS information security and privacy initial inquiry(SYl) 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 complianr'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 PHL 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 CTR 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 rllange_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). (F' 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 HITS Data Use Ageem rit 0 71015HIPAA Omm-bus Compliant October,2015 TACCHO VERSION Paae 6 of 15 System Agency Contract No.1-MS000371500016 Under the Page 59 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy; security and Breath of Confidential Information and an incident response plan for an Event or Breach,to comply with the privacy,security and breach notice requirements of this DUA prior to conducting work under the Statement of Work 45 CFR 164,308;16A316;164.514(d);164 530(1}(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 164308;164.514(d). (X) CONTRACTOR will make available to HHS raw information HHS requires to fulfill HES'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 rummer reasonably agreed upon or as designated by the Secretary of the U.S.Department of Health and Human Services,or other federal Of state law_45 CFR 164.504(e)(2)(1)(1). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper,oral or electronic form,in accordance with applicable rules, regulations and laws_A secure transmission of electronic.Confidential Information in motion includes,but is not limited to, Secure.File Transfer Protocol (SFTP) or Encryption at an appropriate level.If required by rule,regulation or law,HHS Confidential Information of rest requires Encryption unless there is other adequate administrative technical, and physical security All electronic data transfer and commlminattons of Confidential Information will be through secure systems_Proof of system,media or device security andlor 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 proofwill be made as agreed upon by the parties.De-irlEritification ofHHS Confidential Infoniation is a means of security With respect to de-identification of PHI, "secure"means de-identified according to HIFA_APrivacy standards and regulatory guidance_ 45 CFR 16A312;164.53001). (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; HEIS Data U-e Ageem,ant 011 p 15HITAA Omnflous Compliant October,2015 TACC'HO VERSION Paee7of15 System Agency Contract No.HHS000371500016 Under the Page 60 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1 F772260EB • The Federal Information Security Management Act of 2002(FISMA); • The Health Insurance Portability and Accountability Act of 1996(H1PAA) as defined in the DUA; • Internal Revenue Publication 1075—Tax Information Security Guidelines for Federal,State and Local Agencies; • National Institute of Standards and Technology(NIST)Special Publication 800-66 Revision 1—An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A—Recommended Security Controls for Federal Information Systems and Organizations,as currently revised; • NIST Special Publication 800-47 — Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88,Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI;and Any other State or Federal law,regulation,or administrative rule relating to the specific HEIS program area that CONTRACTOR supports on behalf of HEIS. (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 3.010_ ARTICLE 4. BREACH NOTICE,REPORTING AND CORRECTION REQUIREbIENTS 4.01 Breach or Event Notification to HHS.45 CFR 164.400-414. (A) CONTRACTOR will cooperate fully With HHS in investigating,mitigating to the extent practicable and issuing notifications directed by HHS,for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS_ HHS Data Use Aueement 0 71015HEPAA OmrAbua Compliant October,2015 TACCHO VERSION Pate 8 of 15 System Agency Contract No.HI-1S000371500016 Under the Page 61 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues,until all effects of the Event are mitigated to HHS's reasonable satisfaction(the"incident response period").45 CFR 164.404 (C) Breach Notice: (1) Initial Notice. (a) For federal information,incli+d;ng without limitation Federal Tax Information,Social Security Administration Data.and Medicaid Client Informationn,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 atimeframe otherwise approved by HHS in writing initially report to HHS's Privacy and Security Officers via email at privacy@HHSC.stateisus and to the HHS division responsible for this DUA;and IRS Publication 1075;Privacy Act of 19'74,as amended by the Computer Matching and Privacy Protection Act of 1988,5 U.S.C. §552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. (b) Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information.45 CTR 164.419 (c) Name, and provide contact information to HHS for, CONTRACTOR's single point of contact olio 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@HEISC.state.tx.us HHSC_state.tx.us and to the HHS division responsible for this DUA, including all reasonably available information about the Event or Breach, and CONTRACTOR's investigation,including without limitation and to the extent available:For(a)-on)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 Br'+rh• including how it occurred and who is responsible(or hypotheses,if not yet determined); (d) A brief description of CONTRACTOR's investigation and the status of the investigation; (e) A description of the types and amount of Confidential Information involved; HHS Data Use Agreement 0071&15H1PAA Omni Compliant October,2015 TACCHO VERSION Paee 9 of 15 System Agency Contract No.HHS000371500016 Under the Page 62 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB (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 thattime; (g) CONTRACTOR's initial risk assessment of the Event or Breach demonstrating w=hether 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 andlor CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential halm,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); (jThe steps CONTRACTOR has taken,or will take,to prevent or reduce the likelihood of recurrence of a similar Event or Breach; (k) Identifyy, describe or estimate the Persons, Workforce. Subcontractor,or Individuals and any law enforcement that may be involved in the Event or Breach; (1) A reasonable schedule for CONTRACTOR to provide regular updates during normal business hours to the foregoing in the future for response to the Event or Breach,but no less than every three(3)business days or as otherwise directed by HHS, including information about risk estimations,reporting,notification,if any,mitigation,corrective action,root cause analysis and when such activities are expected to be completed;and (m) Any reasonably available,pertinent information,documents or reports related to an Event or Breach that HHS requests following Discovery. 4.02 Investigation,Response and Mitigation.45 CFR 164308,310 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 HI-1S Data Use Ageement 071015HIPAA Omnibu.,Compliant October,2015 TACCHO VERSION Page 10of15 System Agency Contract No.HHS000371500016 Under the Page 63 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB 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 HEIS following an Event or Breach and provide the final assessment,corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR u i11 fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities,Persons andlor 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 HEIS in a Corrective Action Plan if directed by HHS under the Base Contract 4.03 Breach Notification to Individuals and Reporting to Authorities.Tei.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 than 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 ¢hall 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 HEIS,and will contain contact information,including the name and title of CONTRACTOR's representative, an email address and a toll-free telephone number,ifrerluired 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 ofHHS 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. ISIS Data Use A_reement 0?I015HIPAA Omnibus;Compliant October,2015 TACCHO VERSION Page 11 of 15 System Agency Contract No.HHS000371500016 Under the Page 64 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB ARTICLE 5. STATEMENT OF WORK "Statement of Work"means the services and deliverables to be performed or provided by CONTRACTOR,or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract The Statement of Work,including any future amendments thereto,is incorporated by reference in this DUA as if set out word-for-word herein_ ARTICLE 6. GENERAL PROVISIONS 6.01 Oversight of Confidential Information CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor CONTRACTOR'S access to and creation,receipt,maintenance,use,disclosure of the Confidential Information to confirm that CONTRACTOR is in compliance with this DUA_ 6.02 HHS Commitment and Obligations HHS will not request CONTRACTOR to create,maintain,transmit,use or disclose PHI in any manner that would not be psi zsible 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,HEIS's agent(s)include,without limitation the HEIS 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 al 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'hall 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 ofthis 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: HIi5 Data 1.7ae A_reemmt Q 7101 5HIPA_A Omnibus Compliant Cktol a,2015 TACCHO VERSION Page l2of15 System Agency Contract No.HHS000371500016 Under the Page 65 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB (1) Exercise any of its rights including but not limited to reports,access and inspection under this DUA and/or the Base Contract;or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA;or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS;or (4) Terminate the DUA and Base Contract immediately,and seek relief in a court of competent jurisdiction in Teas. 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 ofthis 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 HIP-AA 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. 13115 Data U=e AueP,ne tt 07I015fEEP.AA Omnibus Compliant October,2015 TACCHO VERSION Page 13 of 15 System Agency Contract No.HHS000371500016 Under the Page 66 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB 6.07 Respansibiliity. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity,CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees,directors,officers,Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance (A) As a governmental entity,and in accordance with the limits of the Texas Tort Claims Act,Chapter 101 of the Texas Civil Practice and Remedies Code,CONTRACTOR either maintainm commercial insurance or self-insures with policy limits in an amount sufficient to cover CONTRACTOR's liability y arising under this DUA CONTRACTOR will request that HEIS 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.halt 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 DU.,, 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 andior CONTRACTOR remain in compliance with such changes.Any ambiguity in this DUA will HHS Data U=-e Ageemeut G 7I415HIPAA Omnibus Compliant Oetcb n,2015 TACCIIO VERSION Page 14 of 15 System Agency Contract No.HIHS000371500016 Under the Page 67 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID:272A2582-D4C7-41 BF-B7E0-FE1F772260EB be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPA_+ or any other law applicable to Confidential Information. HHS Data U=e A,geement 0 71015H1PA&Omnibus Co Ttpli t October,2015 TACCHO VERSION Pane 15 of 15 System Agency Contract No.HHS000371500016 Under the Page 68 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT