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Home My WebLink AboutC2019-313 - 6/18/2019 - Approved DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS000436300009 UNDER THE TEXAS EPIDEMIOLOGY CAPACITY EXPANSION GRANT PROGRAM I. PURPOSE The Department of State Health Services (System Agency), and Corpus Christi-Nueces County Public Health District (City) (Grantee) (each a Party and, collectively, the Parties) enter into the following grant contract to provide funding for infectious disease surveillance and epidemiology activities(the Contract). II. LEGAL AUTHORITY This Contract is authorized by and in compliance with the provisions of Texas Government Code Chapter 791,and Chapters 12 and 121 of the Texas Health and Safety Code. III. DURATION The Contract is effective on September 1, 2019 and terminates on August 31, 2021 (Contract Period), 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 the Two HUNDRED FOUR THOUSAND EIGHT HUNDRED FIFTY-FIVE DOLLARS ($204,855.00). Grantee is allocated ONE HUNDRED Two THOUSAND FOUR HUNDRED TWENTY-EIGHT DOLLARS ($102,428.00) from September 1, 2019 to August 31, 2020 (FY 2020) and ONE HUNDRED Two THOUSAND FOUR HUNDRED TWENTY- SEVEN DOLLARS($102,427.00)from September 1, 2020 to August 31, 2021 (FY 2021). Expenditures may not exceed the above allocated amounts within the specified timeframes. All expenditures under the Contract will be in accordance with ATTACHMENT B-BUDGET. V. NOTICE TO PROCEED Funding for this Contract is dependent on final legislative appropriations. No FY 2020 work may begin and no charges may be incurred until the System Agency issues a written notice to proceed (NTP)to Grantee.This NTP may include an amended or ratified budget which will be incorporated into this Contract by a subsequent amendment, as necessary. Notwithstanding the preceding, at the discretion of the System Agency,Grantee may be eligible to receive reimbursement for eligible expenses incurred during the Contract Period as defined herein and by 2 CFR §200.309. System Agency Contract No.HHS000436300009 Page 1 of 49 SCANNED DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 VI. SERVICES,PERFORMANCE MEASURES AND REPORTING REQUIREMENTS Grantee understands and agrees that upon the Effective Date, Grantee will be responsible for performing all services proposed in the Statement of Work, attached hereto as ATTACHMENT A- STATEMENT OF WORK in accordance will all federal and state laws applicable to this Contract. Further,Grantee shall be subject to the performance measures and reporting requirements as stated in ATTACHMENT A-STATEMENT OF WORK. VII. CONTRACT REPRESENTATIVES The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. System Agency The Department of State Health Services Attention: Caeli Paradise 1100 West 49th Street,MC 1990 Austin,TX 78756-4204 (512) 776-3767 Caeli.paradise@dshs.texas.gov Grantee Corpus Christi-Nueces County Public Health District(City) Attention: Dante Gonzalez 1201 Leopard Street Corpus Christi,TX 78401 (361) 826-7323 danteg@cctexas.com VIII. LEGAL NOTICES Any legal notice required under this Contract shall be deemed delivered when deposited by the System Agency either in the United States mail,postage paid, certified, return receipt requested; or with a common carrier,overnight,signature required,to the appropriate address below: System Agency The Department of State Health Services Attention: General Counsel 1100 West 49th Street, MC 1911 Austin, TX 78756-4204 Grantee Corpus Christi-Nueces County Public Health District(City) Attention: Annette Rodriguez 1201 Leopard Street Corpus Christi,TX 78401 System Agency Contract No.HHS000436300009 Page 2 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. SIGNATURE PAGE FOLLOWS System Agency Contract No.HHS000436300009 Page 3 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No.HHS000436300009 SYSTEM AGENCY GRANTEE DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) — Garcia- DocuSignedbyy:: - a DocurrSii'gned by: !!WALL AAAC.44 JJez \--87AFD32AD9D24A9._ "-4FC9D92742CE414... NameImelda Garcia NameAnnette Rodriguez Title Associate Commissioner Title Health Director Date of execution:June 18, 2019 Date of execution:June 18, 20 9 ATTEST: \ �=-`--� 1111 I.A '= R -ECCA HUERTA . CITY SECRETARY THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No.HHS000436300009 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A-STATEMENT OF WORK ATTACHMENT B-BUDGET ATTACHMENT C-UNIFORM TERMS AND CONDITIONS(VERSION 2.15-GRANTEE) ATTACHMENT D-DSHS-SUPPLEMENTAL AND SPECIAL CONDITIONS-GRANTEE ATTACHMENT E-DATA USE AGREEMENT ATTACHMENTS FOLLOW Approved as to f, . 7 C � 'X17 AulnucIL n c�`il. 41-1,,j„,,L143 :./.111.1.1 Assistant City Attorney For City Attorney SECRETA System Agency Contract No. HHS000436300009 Page 4 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 ATTACHMENT A STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES Grantee will: A. Perform surveillance and epidemiology activities for all notifiable conditions with an emphasis on conditions reported through the National Electronic Disease Surveillance System (NEDSS). Activities must be performed whether the Grantee uses NEDSS for disease reporting or not. Information on the NEDSS notifiable conditions can accessed at https://txnedss.dshs.state.tx.us:8009/PHINDox/UserResources, file name "Program Areas in NBS Reportable Disease 2016.xlsx; B. Use NEDSS as the primary surveillance system. An alternative primary surveillance system may be used with prior from DSHS Emerging and Acute Infectious Disease Branch ("Branch"). Approval is contingent on a negotiated implementation plan to ensure electronic data is imported into NEDSS; C. Ensure that required data elements of notifiable conditions from the Grantee's primary surveillance system can be seamlessly imported electronically into NEDSS by May 1st, 2020. Alternatively, data may be manually entered by Grantee staff according to the Branch guidance documents; D. Adhere to the Branch updated guidance when conducting surveillance and epidemiology activities including,but not limited to: 1. The Emerging and Acute Infectious Disease Guidelines http://www.dshs.texas.gov/IDCU/investigation/Investigation-Guidance.doc; 2. NEDSS Data Entry Guide- https://txnedss.dshs.state.tx.us:8009/PH1NDox/UserResources/; and 3. Epi-Case Criteria Guide- https://www.dshs.texas.gov/IDCU/investigation/Guidance-Manuals/ E. Conduct timely monitoring and management of incoming infectious disease laboratory reports: Ensure all laboratory reports are entered into NEDSS, if received on paper or verbally from providers; F. Maintain knowledge of all health care facilities, providers and laboratories in the Grantee's jurisdiction that are processing infectious disease laboratory reports not received through NEDSS. Provide technical assistance to these facilities, providers and laboratories to ensure there is an established method for receiving and processing laboratory reports in a timely manner; G. Ensure the Epidemiologist(s): 1. Conducts case and outbreak investigations on all notifiable conditions reported through NEDSS; System Agency Contract No. HHS000436300009 Page 5 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 2. Provides technical assistance and guidance to other Grantee staff (e.g. communicable disease nurses) who are conducting case and outbreak investigations, responding to disease reports, implementing measures to prevent further spread of disease,or coordinating prophylactic measures where appropriate; and 3. Assesses the quality of surveillance data, perform analyses on surveillance data, and prepare situational updates on outbreaks. H. Attempt to complete one-hundred percent (100%) of questionnaires requested by the Branch. Complete and submit at least seventy-five percent (75%) of questionnaires related to all pertinent case and outbreak investigations within five(5)business days after the date requested by the Branch. Completed questionnaires include those in which the patient is contacted but refuses some or the entire questionnaire. Questionnaires for which no contact is made with the patient do not constitute a completed interview; This applies to the notifiable conditions, including, but not limited to, in this table. Listeriosis Salmonellosis Clusters Shiga toxin-producing Escherichia coli (STEC) Clusters I. Submit completed questionnaires related to notifiable conditions and outbreak investigations to DSHS through a secure electronic method to the designated Branch epidemiologist or to fax number(512) 776-7616 no later than one (1) business day after completion of interview; This applies to the notifiable conditions, including, but not limited to, in this table. Cholera Influenza A novel/variant Listeriosis Novel coronavirus Salmonellosis Clusters Shiga toxin-producing Escherichia coli (STEC) Clusters Vibrio parahaemolyticus Vibrio vulnificus infection Vibriosis other or unspecified J. Attempt to complete questionnaires related to outbreaks and notifiable conditions by making a documented effort to contact the patient at least three (3) times during normal business hours. If these attempts fail, Grantee must make an effort to contact the patient at least once after normal business hours. Questionnaires where efforts to contact the patient were unsuccessful are considered lost to follow-up and are not considered a completed questionnaire. This applies to the notifiable condition, not limited to, Salmonellosis Clusters; K. Investigate and document, through NEDSS, at least seventy-five percent (75%) of risk behavior and exposure information on select case investigations. This applies to the notifiable condition, not limited to, Hepatitis B, acute; System Agency Contract No. HHS000436300009 Page 6 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 L. Monitor the submission of required isolates for notifiable conditions reported through NEDSS. Ensure at least ninety percent (90%) of these isolates or those related to outbreak investigations are submitted for confirmatory and/or molecular testing to the DSHS Laboratory in Austin, Texas or to another public health laboratory as designated by DSHS and previously approved by the Branch; This applies to the notifiable conditions, including but not limited to, in this table. Botulism foodborne Botulism, infant Botulism other/unspecified Botulism wound Cholera Haemophilus influenzae (under 5 years old) Listeriosis Meningococcal disease (Neisseria meningitidis) Shiga toxin-producing Escherichia coli Vibrio parahaemolyticus (STEC) Vibrio vulnificus infection Vibriosis other or unspecified M. Investigate and document at least ninety percent (90%) of confirmed and probable notifiable conditions correctly and completely within thirty (30)days of initial report; This applies to the notifiable conditions, including but not limited to, in this table. Botulism foodborne Botulism, infant Botulism other/unspecified Botulism wound Campylobacteriosis Carbapenem-resistant Enterobacteriaceae (CRE) Cryptosporidiosis Cholera Hemolytic uremic syndrome Hepatitis C acute postdiarrheal Hepatitis E acute Influenza A novel/variant Influenza-associated pediatric mortality Listeriosis Multi-drug Resistant Acinetobacter Salmonellosis (MDR-A) Shiga toxin-producing Escherichia coli Streptococcus invasive Group A (STEC) Streptococcus invasive Group B Typhoid fever(Salmonella Typhi) Vancomycin-intermediate Vancomycin-resistant Staphylococcus Staphylococcus aureus (VISA) aureus coagulase-positive (VRSA) Vibrio parahaemolyticus Vibrio vulnificus infection Vibriosis other or unspecified Yersiniosis N. Submit responses to quarterly reports sent by the Branch that contain results for performance measures H through M during quarterly time periods of the contract. Submit via electronic mail to EAIDBcontracts@dshs.texas.gov within 20 business days from the date sent out by the Branch; System Agency Contract No. H1S000436300009 Page 7 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 0. Follow corrective action plan issued by the Branch for any performance measure needing improvement; P. Maintain open communication with other local health departments, regional health departments, and/or the Branch as necessary to ensure investigations are conducted efficiently and expeditiously; Q. Notify public health jurisdiction(s) of known cases or potential cases that do not reside in grantees jurisdiction(e.g.exposed contacts to a case who reside in another jurisdiction) with in one(1)business day; R. Ensure the respective regional health department and the Branch are informed of certain suspected cases and outbreaks.Also keep the regional health department and the Branch up-to-date on significant developments for the duration of those investigations; S. Educate,inform,and train the medical community and local providers on the importance of reporting notifiable conditions within Contractors jurisdiction. Ensure that providers collecting and shipping specimens for testing by the DSHS Laboratory adhere to collecting and shipping guidance in the Emerging and Acute Infectious Disease Guidelines; T. Present local training on epidemiology and surveillance related rules and regulations as requested. Conduct local level data analysis and utilize recent data findings to target and share recommendations/best practices for preventing disease spread; U. Participate in outbreak/cluster-related conference calls and responses relevant to the Grantee's jurisdiction as directed by DSHS; V. Participate in quarterly conference calls, scheduled by the Branch, to provide updates, progress reports, and other necessary communications; W. Work with DSHS during any technical reviews and quality assurance visits conducted by DSHS; X. Ensure that preparedness activities include infectious disease epidemiology and surveillance. These activities may include: planning and conducting preparedness exercises,providing technical assistance for community health assessments, developing community health improvement plans, and participating in Community Assessment for Public Health Emergency Response(CASPER). For more information on CASPER can be found at the following link. https://www.cdc.gov/nceh/hsb/disaster/casper/default.htm); Y. Provide epidemiology surge capacity to surrounding jurisdictions in the event of a major statewide or regional outbreak or disaster; as directed by DSHS; System Agency Contract No. HHS000436300009 Page 8 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 Z. Retain an Epidemiologist(s) dedicated to conducting infectious disease surveillance and epidemiology activities.The Epidemiologist(s)must have,preferable,a Master of Public Health (MPH) or equivalent degree or at least two years working experience as an Epidemiologist performing infectious disease epidemiology and surveillance activities; AA. Ensure newly hired Epidemiologist(s)are offered a salary up to (but not to exceed)the midpoint State salary range equivalent to an Epidemiologist I(B 19). See compensation schedule at: http://www.hr.sao.texas.gov/CompensationSystem/ScheduleAB?scheduleType=2018B; BB. Require its staff to attend training,conferences,and meetings,as directed by the Branch. Epidemiologist(s) funded by this contract will be required to attend the workshop and training listed below. Should additional funding become available, other DSHS sponsored training, workshops, and conferences may be attended with prior Branch approval. 1. The annual Epidemiology and Laboratory Capacity(ELC)Workshop conducted by the Branch or another Branch-approved substitute training;and 2. The DSHS NEDSS training in Austin with certification completion within thirty (30)days of hire(if not already a certified NEDSS user). CC. Obtain prior approval from the Branch of any redirection of duties for Epidemiologist(s) funded by this contract; DD. Notify the Branch within forty-eight (48) hours of any personnel actions, including the details and outcome of such actions,involving any staff funded by this contract.A written report will be submitted within seventy-two (72)hours. Personnel actions include issues that develop regarding violations of the project,state,and/or Federal policies,procedures, requirements, and laws; EE. Ensure staff funded by this contract are compliant with the following Texas rules and statue related to infectious disease data confidentiality and security: 1. Texas Administrative Code (TAC), Title 25 Health Services, Section 97.10- https://texreg.sos.state.tx.us/public/readtac$ext.TacPage?s1=R&app=9&p_dir=&p rloc=&p tloc=&pploc=&pg=1&p tac=&ti=25&pt=1&ch=97&r1=10; and 2. Texas Health and Safety Code 81.046- https://statutes.capitol.texas.gov/Docs/HS/pdf/HS.81.pdf. FF. Ensure newly hired staff funded by this contract successfully complete local confidentiality and security training 30 days from hire and continue to receive refreshed training as appropriate thereafter; GG. Implement a monitoring system to detect breaches in confidential data and security of protected health information; System Agency Contract No. HHS000436300009 Page 9 of 49 DocuSign Envelope ID.OADD7F92-EB99-45BE-B3FE-43BBC9593333 HH. Notify the Branch to facilitate confidential information exchange with jurisdictions located outside of Texas. Contact with another state to discuss confidential disease investigation can only be made with prior approval from the Branch; II. Submit a monthly report that lists all reported clusters and outbreaks along with information on investigation findings on the tracking sheet provided by the Branch. Monthly reports are due on the 15th calendar day of each month.Each report must cover activities that occurred during the preceding month. Submit monthly reports by electronic mail to EAIDBcontracts@dshs.texas.gov. All reports should be clearly identified with the Grantees Name, Contract Number, IDCU/SUR, and the month the report covers; JJ. Provide a written report,when requested by the Branch,detailing at least 3 success stories relating to disease investigations and/or epidemiological work conducted by staff funded by this contract; KK. Complete the Vacancy Report whenever an Epidemiologist position funded by this Contract has become vacant and again when the vacancy has been filled. Within 5 business days of the vacancy, the Vacancy Report must be submitted by email to EAIDBcontracts@dshs.texas.gov. Vacant positions existing for more than sixty (60) days may result in a decrease in funds; and LL. Complete the DSHS programmatic budget update form quarterly. Within 5 days of the end of the quarter, the form must be submitted by email to EAIDB contracts@dshs.texas.gov; MM. Grantee shall initiate the purchase of all Equipment approved in writing by the DSHS in the first quarter of the Contract term,as applicable.Failure to timely initiate the purchase of Equipment may result in the loss of availability of funds for the purchase of Equipment. Requests to purchase previously approved Equipment after the first quarter in the Contract must be submitted to the assigned DSHS contract manager; NN. 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. 00. 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 DSHS Contractor's Property Inventory Report at http://www.dshs.texas.gov/contracts/forms.shtm to the assigned DSHS contract manager by e-mail not later than October 15 of each year; and PP. DSHS funds must not be used to purchase buildings or real property without prior written approval from the DSHS. Any costs related to the initial acquisition of the buildings or System Agency Contract No. HHS000436300009 Page 10 of 49 DocuSign Envelope ID OADD7F92-EB99-45BE-B3FE-43BBC9593333 real property are not allowable without written pre-approval. II. PERFORMANCE MEASURES The System Agency will monitor the Grantee's performance of the requirements in ATTACHMENT A and compliance with the Contract's terms and conditions. III.INVOICE AND PAYMENT A. Grantee will request payments using the State of Texas Purchase Voucher (Form B-13) at http://www.dshs.state.tx.us/grants/forms.shtm. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the addresses/number below. Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin,Texas 78714-9347 FAX: (512) 776-7442 EMAIL: invoices@dshs.state.tx.us Email: EAIDBcontracts@dshs.texas.gov B. Grantee will be paid on a cost reimbursement basis and in accordance with ATTACHMENT B, BUDGET of this Contract. Travel costs must not exceed General Services Administration (GSA) rates located at https://www.gsa.gov/travel/plan- book/per-diem-rates unless the Grantee has an established travel policy that has been reviewed and approved by DSHS. C. Grantee will submit a fmal Financial Status Report, B-13, and B-13A for the service period of September 1, 2019, through August 31, 2020, must be submitted by October 15, 2020. Any B-13s submitted after this date may not be reimbursed. System Agency Contract No. HHS000436300009 Page 11 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 ATTACHMENT B BUDGET Corpus Christi-Nueces County(City) Contract No. HHS000436300009 Categorical Budget September 1,2019 September 1,2020 Total Contract to August 31,2020 to August 31,2021 Amount Personnel $77,724.00 $77,724.00 $155,448.00 Fringe Benefits $19,431.00 $19,431.00 $38,862.00 Travel $2,720.00 $2,720.00 $5,440.00 Equipment $0.00 $0.00 $0.00 Supplies $1,153.00 $1,152.00 $2,305.00 Contractual $0.00 $0.00 $0.00 Other $1,400.00 $1,400.00 $2,800.00 Total Direct Charges $102,428.00 $102,427.00 $204,855.00 Indirect Charges $0.00 $0.00 $0.00 Total $102,428.00 $102,427.00 $204,855.00 System Agency Contract No. HHS000436300009 Page 12 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 ATTACHMENT C UNIFORM TERMS AND CONDITIONS(VERSION 2.15-GRANTEE) HHSC Uniform Terms and Conditions Version 2.15 Published and Effective:September 1,2017 Responsiole Office:Chief Counsel �= TEXAS ��.. 44 `��:: Health and Human Services Health and Human Services Commission HHSC Uniform Terms and Conditions - Grant Version 2.15 System Agency Contract No. HHS000436300009 Page 13 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 TABLE OF CONTENTS ARTICLE I.DEFINITIONS AND INTERPRETIVE PROVISIONS 4 1.01 Definitions 4 1.02 Interpretive Provisions 5 ARTICLE II Payment Methods and Restrictions 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. HHS000436300009 Page 14 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 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 IX 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. HUS000436300009 Page 15 of 49 DocuSign Envelope ID.OADD7F92-EB99-45BE-B3FE-43BBC9593333 ARTICLE I.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. "Health and Human Services Commission" or "HHSC" 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 Protege" 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. HHS000436300009 Page 16 of 49 DocuSign Envelope ID.OADD7F92-EB99-45BE-B3FE-43BBC9593333 "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. "Proiect"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. HHS000436300009 Page 17 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. HHS000436300009 Page 18 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 Agency's offices more than forty-five (45) calendar days following the termination of the Contract may not be paid. 2.03 Financial Status Reports(FSRs) Except as otherwise provided in these General Provisions or in the terms of any Program Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets, Grantee shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Program Attachment term for System Agency review and financial assessment. Grantee shall submit the final FSR no later than forty-five (45) calendar days following the end of the applicable term. 2.04 Debt to State and Corporate Status Pursuant to Tex. Gov. Code § 403.055, the Department will not approve and the State Comptroller will not issue payment to Grantee if Grantee is indebted to the State for any reason, including a tax delinquency. Grantee,if a corporation,certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law (Tex. Tax Code §§ 171.001 et seq.). If tax payments become delinquent during the Contract term,all or part of the payments under this Contract may be withheld until Grantee's delinquent tax is paid in full. 2.05 Application of Payment Due Grantee agrees that any payments due under this Contract will be applied towards any debt of Grantee,including but not limited to delinquent taxes and child support that is owed to the State of Texas. 2.06 Use of Funds Grantee shall expend funds provided under this Contract only for the provision of approved services and for reasonable and allowable expenses directly related to those services. 2.07 Use for Match Prohibited Grantee shall not use funds provided under this Contract for matching purposes in securing other funding without the written approval of the System Agency. 2.08 Program Income Income directly generated from funds provided under this Contract or earned only as a result of such funds is Program Income. Unless otherwise required under the Program,Grantee shall use the addition alternative, as provided in UGMS § _.25(g)(2),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. HHS000436300009 Page 19 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 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 termination, 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 financial and compliance audit(s)of funds received under this Contract. Grantee further understands and agrees that reimbursement of such disallowed costs will be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Contract. Grantee Uniform Terms and Conditions Page 8 of 19 v.9.1.17 System Agency Contract No. HI-15000436300009 Page 20 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. HI-1S000436300009 Page 21 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 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.HHSC Single Audit Services will notify Grantee to complete the Single Audit Determination Fonn.If Grantee fails to complete the Single Audit Determination Form within thirty(30)calendar days after notification by HHSC 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 10 of 19 v.9.1.17 System Agency Contract No. HHS000436300009 Page 22 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. Hl1S000436300009 Page 23 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. 1-LHS000436300009 Page 24 of 49 DocuSign Envelope ID:OADD7F92-E899-45BE-B3FE-43BBC9593333 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 financial 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 fmancially 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 Terms and Conditions Page 13 of 19 N.9.1.17 System Agency Contract No. HHS000436300009 Page 25 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 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,pennit, 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. HHS000436300009 Page 26 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 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, assigmnent 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; E 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. HHS000436300009 Page 27 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 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 tennination or expiration,remain to be perfonned,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. HHS000436300009 Page 28 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 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 IX of the Education Amendments of 1972(20 U.S.C. §§1681-1688); 6. Food and Nutrition Act of 2008(7 U.S.C. §2011 et seq.);and Grantee Uniform Terms and Conditions Page 17 of 19 v.9.117 System Agency Contract No. 1-11S000436300009 Page 29 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 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:htta://hhscx.hhsc.texas.gov/system-support- services/civil-rights/publications 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. HHS000436300009 Page 30 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 TTY Toll Free:(877)432-7232 Fax:(512)438-5885. Grantee Uniform Terms and Conditions Page 19 of 19 V.91.17 System Agency Contract No. 1-MS000436300009 Page 31 of 49 DocuSign Envelope ID OADD7F92-EB99-45BE-B3FE-43BBC9593333 ATTACHMENT D 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 10.01 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 10.02 NOTICE OF BANKRUPTCY Grantee shall notify in writing its assigned contract manager of its plan to seek bankruptcy protection within five days of such action by Grantee. SECTION 10.03 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 10.04 Grantee's Notification of Chance of Contact Person or Key Personnel The Grantee shall notify in writing their contract manager assigned within ten days of any change to the Grantee's Contact Person or Key Personnel. SECTION 10.05 DISASTER SERVICES In the event of a local, state, or federal emergency, including natural, man- made, criminal, System Agency Contract No. HHS000436300009 Page 32 of 49 DocuSign Envelope ID.OADD7F92-EB99-45BE-B3FE-43BBC9593333 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 10.06 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 10.07 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. System Agency Contract No. HHS000436300009 Page 33 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. SECTION 10.08 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. System Agency Contract No. HHS000436300009 Page 34 of 49 DocuSign Envelope ID:0ADD7F92-EB99-45BE-B3FE-43BBC9593333 ATTACHMENT E DATA USE AGREEMENT HHS DATA USE AGREEMENT This Data Use Agreement("DUA"),effective as of the date the Base Contract into which it is incorporated is signed("Effective Date"),is entered into by and between a Texas Health and Human Services Enterprise agency("HHS"),and the Contractor identified in the Base Contract,a political subdivision of the State of Texas("CONTRACTOR. ARTICLE 1. PURPOSE;APPLICABILITY;ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation,receipt,maintenance,use,disclosure or access to Confidential Information with CONTRACTOR,and describe CONTRACTOR's rights and obligations with respect to the Confidential Information.45 CFR 164.504(e)(1)-(3).This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA.This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA,if any provision of the Base Contract,including any General Provisions or Uniform Terms and Conditions,conflicts with this DUA,this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA,capitalized,underlined terms have the meanings set forth in the following:Health Insurance Portability and Accountability Act of 1996,Public Law 104-191(42 U.S.C. §1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments,regulations and guidance issued thereafter,The Social Security Act,including Section 1137(42 U.S.C. §§1320b-7), Title XVI of the Act;The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C.§ 552a and regulations and guidance thereunder;Internal Revenue Code,Title 26 of the United States Code and regulations and publications adopted under that code,including IRS Publication 1075;OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas Government Code§2054.1125.In addition,the following terns 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; HI-IS Data Use Agreement 071015HIPAA Omnibus Compliant October,2015 TACCHO VERSION Page 1 of 15 System Agency Contract No. HH5000436300009 Page 35 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create,receive,maintain,use,disclose or have access to the Confidential Information;and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DUA. "Confidential Information"means any communication or record(whether oral,written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR,or that CONTRACTOR may,for an Authorized Purpose,create,receive,maintain, use,disclose or have access to, that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information(herein"PHP"); (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; (4) Federal Tax Information; (5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection Act; (6) Social Security Administration Data, including, without limitation, Medicaid information; (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States,including the Texas Health&Safety Code and the Texas Public Information Act,Texas Government Code,Chapter 552. "Legally Authorized Representative"of the Individual,as defined by Texas law,including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(gx1)(HIPAA); Tex. Occ. Code § 151.002(6);Tex.H.&S.Code§166.164;and Estates Code Ch.752. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION 3.01 Obligations of CONTRACTOR CONTRACTOR agrees that: (A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential,proprietary and trade secret information to prevent any portion of the Confidential Information from being used in HHS Data Use Agreement 071015HIPAA Omnibus Compliant October,2015 TACCHO VERSION Page 2 of 15 System Agency Contract No. HI-15000436300009 Page 36 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(b)(1);45 CFR 164.514(d) (B) Except as Required by Law,CONTRACTOR will not disclose or allow access to any portion of the Confidential Information to any Person or other entity, other than Authorized User's Workforce or Subcontractors (as defined in 45 CFR 160.103) of CONTRACTOR who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Event or Breach to CONTRACTOR's management,to carry out CONTRACTOR's obligations in connection with the Authorized Purpose. HHS,at its election,may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health&Safety Code§181.101 (C) CONTRACTOR will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45 C.F.R. 164.308(a)(1)(u)(C); 164.530(e); 164.410(b);164.530(b)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request.45 CFR 164.504(e)(2)(ii)(4) (E) CONTRACTOR will not attempt to re-identify or further identify Confidential Information or De-identified Infonnation,or attempt to contact any Individuals whose records are contained in the Confidential Information, except for an Authorized Purpose,without express written authorization from HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and (ii) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) mid(4);Texas Health&Safety Code Ch.181.002 (F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to cavy out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply with all applicable laws,rules and regulations. 45 CFR 164.502(e)(1)(ti); 164.504(e)(1)(1) mid(2). (G) CONTRACTOR is directly responsible for compliance with,and enforcement of,all conditions for creation,maintenance,use,disclosure,transmission and Destruction of HHS Data Use Agreement 071015HIPAA Omnibus Compliant October,2015 TACCHO VERSION Page 3 of 15 System Agency Contract No. HHS000436300009 Page 37 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use.45 CFR 164.504(e)(5);42 CFR 431.300,et seq. (H) If CONTRACTOR maintains PHI in a Designated Record Set which is Confidential Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a Designated Record Set upon request.CONTRACTOR will provide PHI to an Individual,or Legally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Privacy Regulations. CONTRACTOR will release PHI in accordance with the HIPAA Privacy Regulations upon receipt of a valid written authorization. CONTRACTOR will make other Confidential Information in CONTRACTOR's possession available pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach of Unsecured PHI as defined in HIPAA.CONTRACTOR will maintain an accounting of all such disclosures and provide it to HHS within 48 hours of HHS'request.45 CFR 164.524and 164.504(e)(2)(ii)(E). (I) If PHI is subject to this Agreement, CONTRACTOR will make PHI as required by HIPAA available to HHS for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to HIPAA. 45 CFR 164.504(e)(2)(ii)(K)and(F). (J) If PHI is subject to this Agreement,CONTRACTOR will document and make available to HHS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations.45 CFR 164.504(e)(2)(ii)(G)and 164.528. (K) If CONTRACTOR receives a request for access,amendment or accounting of PHI from an individual with a right of access to information subject to this DUA,it will respond to such request in compliance with the HIPAA Privacy Regulations. CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide,and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information.45 CFR 164.308;164.530(c);1 TAC 202. (M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information.CONTRACTOR may use PHI for the proper management and administration of CONTRACTOR or to carry out CONTRACTOR's legal responsibilities. Except as otherwise limited by this DUA,the Base Contract,or law applicable to the Confidential Information, CONTRACTOR may disclose PHI for the proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities,if:45 CFR 164.504(e)(4)(A). HHS Data Use Agreement 071015HIPAA Omnibus Compliant October,2015 TACCHO VERSION Page 4of'15 System Agency Contract No. HHS000436300009 Page 38 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 (1) Disclosure is Required by Law,provided that CONTRACTOR complies with Section 3.01(D);or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person;and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 45 CFR 164.504(e)(4)(i)(B). (N) Except as otherwise limited by this DUA,CONTRACTOR will, if required by law and requested by HHS,use commercially reasonable efforts to use PHI to provide data aggregation services to HHS,as that term is defused in the HIPAA 45 C.F.R. §164.501 and permitted by HIPAA.45 CFR 164.504(e)(2)(1)(B) (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract,at its expense,send to HHS or Destroy,at HHS's election and to the extent reasonably feasible and permissible by law,all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HI-IS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destroyed or sent to HHS,and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential Information if federal law, state law, the Texas State Library and Archives Commission records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction.If such delivery or Destruction is not reasonably feasible,or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible,and agree to extend indefinitely the protections of this DUAto the Confidential Information and limit its further uses and disclosures to the purposes that make the return delivery or Destruction of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information.45 CFR 164.504(e)(2)(i)(1) (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 Agreement 071015HIPAA Omnibus Compliant October,2015 TACCHO VERSION Page 5 of 15 System Agency Contract No. MS000436300009 Page 39 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 (Q) If CONTRACTOR accesses,transmits,stores,and/or maintains Confidential Information, CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the HHS information security and privacy initial inquiry(SN) at Attachment 1 . The SPI identifies basic privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by HHS as required by state and federal law, based on the type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk. CONTRACTOR's security controls will be based on the National Institute of Standards and Technology (NIST) Special Publication 800-53. CONTRACTOR will update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Information and will provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements.45 CFR 164.306. (R) CONTRACTOR will establish, implement and maintain reasonable procedural, administrative,physical and technical safeguards to preserve and maintain the confidentiality,integrity,and availability of the Confidential Information,and with respect to PHI,as described in the HIPAA Privacy and Security Regulations,or other applicable laws or regulations relating to Confidential Information, to prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards); 164.530(c)(privacy safeguards). (S) CONTRACTOR will designate and identify,a Person or Persons as Privacy Official 45 CFR 164.530(a)(1)and Information Security Official,each of whom is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA.CONTRACTOR will provide name and current address,phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change.If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HHS request.45 CFR 164.308(a)(2). (T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract,and further,that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.502;164.514(d). (U) CONTRACTOR and its Subcontractors will maintain an updated,complete, accurate and numbered list of Authorized Users,their signatures, titles and the date they agreed to be bound by the terms of this DUA,at all times and supply it to HHS,as directed, upon request. HHS Data Use Agreement 071015HIPAA Omnibus Compliant October,2015 TACCHO VERSION Page 6 of 15 System Agency Contract No. HHS000436300009 Page 40 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach,to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the Statement of Work.45 CFR 164.308;164.316;164.514(d);164.530(i)(1). (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from,created by,or received,used or disclosed by CONTRACTOR for an Authorized Purpose for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308;164.514(d). (X) CONTRACTOR will make available to HHS any inforniation HHS requires to fulfill HHS's obligations to provide access to,or copies of,PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary of the U.S.Department of Health and Human Services,or other federal or state law.45 CFR 164.504(e)(2)(i)(I). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form,in accordance with applicable rules, regulations and laws.A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level.If required by rule,regulation or law,HHS Confidential Infornnation at rest requires Encryption unless there is other adequate administrative, technical, and physical security.All electronic data transfer and communications of Confidential Information will be through secure systems.Proof of system,media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation,audit or the Discovery of an Event or Breach.Otherwise,requested production of such proof will be made as agreed upon by the parties.De-identification of HHS Confidential Information is a means of security. With respect to de-identification of PHI, "secure"means de-identified according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312;164.530(4). (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; HHS Data Use Agreement 071015HIPAA Omnibus Compliant October,2015 TACCHO VERSION Page 7 of 15 System Agency Contract No. 1-11-15000436300009 Page 41 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 • The Federal Information Security Management Act of 2002(FISMA); • The Health Insurance Portability and Accountability Act of 1996(HIPAA) as defined in the DUA; • Internal Revenue Publication 1075—Tax Infonnation Security Guidelines for Federal,State and Local Agencies; • National Institute of Standards and Technology(NIST)Special Publication 800-66 Revision 1—An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A—Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 800-47 — Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88,Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI;and Any other State or Federal law,regulation,or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. (AA) Notwithstanding anything to the contrary herein,CONTRACTOR will treat any Personal Identifying Information it creates,receives,maintains,uses,transmits,destroys and/or discloses in accordance with Texas Business and Commerce Code,Chapter 521 and other applicable regulatory standards identified in Section 3.01(Z), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with HIPAA and other applicable regulatory standards identified in Section 3.01(Z). ARTICLE 4. BREACH NOTICE,REPORTING AND CORRECTION REQUIREMENTS 4.01 Breach or Event Notification to HHS.45 CFR 164.400-414. (A) CONTRACTOR will cooperate fully with HHS in investigating,mitigating to the extent practicable and issuing notifications directed by HHS,for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS. HHS Data Use Agreement 071015HIPAA Omnibus Compliant October,2015 TACCHO VERSION Page 8 of 15 System Agency Contract No. HHS000436300009 Page 42 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues,until all effects of the Event are mitigated to HHS's reasonable satisfaction(the"incident response period").45 CFR 164.404. (C) Breach Notice: (1) Initial Notice. (a) For federal information,including without limitation,Federal Tax Information,Social Security Administration Data,and Medicaid Client Information,within the first,consecutive clock hour of Discovery,and for all other types of Confidential Information not more than 24 hours after Discovery,or in a timeframe otherwise approved by HHS in writing,initially report to HHS's Privacy and Security Officers via email at: privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA;and IRS Publication 1075;Privacy Act of 1974,as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. §552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. (b) Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information.45 CFR 164.410. (c) Name, and provide contact information to HHS for, CONTRACTOR's single point of contact who will communicate with HHS both on and off business hours during the incident response period. (2) Formal Notice.No later than two business days after the Initial Notice above, provide formal notification to privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA, including all reasonably available information about the Event or Breach, and CONTRACTOR's investigation, including without limitation and to the extent available:For(a)-(m)below:45 CFR 164.400-414. (a) The date the Event or Breach occurred; (b) The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery; (c) A brief description of the Event or Breach;including how it occurred and who is responsible(or hypotheses,if not yet determined); (d) A brief description of CONTRACTOR's investigation and the status of the investigation; (e) A description of the types and amount of Confidential Information involved; HHS Data Use Agreement 071015HIPAA Omnibus Compliant October,2015 TACCHO VERSION Page 9 of 15 System Agency Contract No. I1HS000436300009 Page 43 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 (1) Identification of and number of all Individuals reasonably believed to be affected,including first and last name of the Individual and if applicable the, Legally Authorized Representative, last known address, age,telephone number,and email address if it is a preferred contact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; (g) CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; (h) CONTRACTOR'S recommendation for HHS's approval as to the steps Individuals and/or CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential harm,including without limitation CONTRACTOR's provision of notifications, credit protection, claims monitoring, and any specific protections for a Legally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; (i) The steps CONTRACTOR has taken to mitigate the hams or potential harm caused (including without limitation the provision of sufficient resources to mitigate); (j) The steps CONTRACTOR has taken,or will take,to prevent or reduce the likelihood of recurrence of a similar Event or Breach: (k) Identify, describe or estimate the Persons, Workforce, Subcontractor or Individuals and any law enforcement that may be involved in the Event or Breach; (1) A reasonable schedule for CONTRACTOR to provide regular updates during normal business hours to the foregoing in the future for response to the Event or Breachbut no less than every three(3)business days or as otherwise directed by HHS, including information about risk estimations,reporting,notification,if any,mitigation,corrective action,root cause analysis and when such activities are expected to be completed;and (m) Any reasonably available,pertinent information,documents or reports related to an Event or Breach that HHS requests following Discovery. 4.02 Investigation,Response and Mitigation.45 CFR 164.308,310 and 312;164.530 (A) CONTRACTOR will immediately conduct a full and complete investigation, respond to the Event or Breach_ commit necessary and appropriate staff and resources to HHS Data Use Agreement 071015HIPAA Omnibus Compliant October,2015 TACCHO VERSION Page 10 of 15 System Agency Contract No. I-MS000436300009 Page 44 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 expeditiously respond,and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction of HHS. (B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach,and provide the final assessment,corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will filly cooperate with HHS to respond to inquiries and/or proceedings proceedings by state and federal authorities,Persons and/or Individuals about the Event or Breach. (D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach or to recover or protect any Confidential Information, including complying with reasonable corrective action or measures,as specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract. 4.03 Breach Notification to Individuals and Reporting to Authorities.Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 (Authorities) (A) HHS may direct CONTRACTOR to provide Breach notification to Individuals,regulators or third-parties,as specified by HHS following a Breach. (B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all regulatory requirements regarding the time, manner and content of any notification to Individuals regulators or third-parties, or any notice required by other state or federal authorities. HHS shall have ten (10) business days to provide said feedback to CONTRACTOR Notice letters will be in CONTRACTOR's name and on CONTRACTOR's letterhead,unless otherwise directed by HHS,and will contain contact information,including the name and title of CONTRACTOR's representative, an email address and a toll-free telephone number,if required by applicable law,rule,or regulation,for the Individual to obtain additional information. (C) CONTRACTOR will provide HHS with copies of distributed and approved communications. (D) CONTRACTOR will have the burden of demonstrating to the reasonable satisfaction of HHS that any notification required by HHS was timely made.If there are delays outside of CONTRACTOR's control,CONTRACTOR will provide written documentation of the reasons for the delay. (E) If HHS delegates notice requirements to CONTRACTOR,HHS shall,in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. HHS Data Use Agreement 071015HIPAA Omnibus Compliant October,2015 TACCHO VERSION Page 11 of 15 System Agency Contract No. HHS000436300009 Page 45 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 ARTICLE 5. STATEMENT OF WORK "Statement of Work"means the services and deliverables to be performed or provided by CONTRACTOR,or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract.The Statement of Work,including any future amendments thereto,is incorporated by reference in this DUA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS 6.01 Oversight of Confidential Information CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor CONTRACTOR's access to and creation,receipt,maintenance,use,disclosure of the Confidential Information to confirm that CONTRACTOR is in compliance with this DUA. 6.02 HHS Commitment and Obligations HHS will not request CONTRACTOR to create,maintain,transmit,use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. 6.03 HHS Right to Inspection At any time upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR has violated this DUA, HHS, directly or through its agent,will have the right to inspect the facilities,systems,books and records of CONTRACTOR to monitor compliance with this DUA.For purposes of this subsection,HHS's agent(s)include,without limitation,the HHS Office of the Inspector General or the Office of the Attorney General of Texas,outside consultants or legal counsel or other designee. 6.04 Term;Termination of DUA;Survival This DUA will be effective on the date on which CONTRACTOR executes the DUA,and will terminate upon termination of the Base Contract and as set forth herein.If the Base Contract is extended or amended,this DUA shall be extended or amended concurrent with such extension or amendment. (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. (B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation to return or Destroy the Confidential Infonnation 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: HHS Data Use Agreement 071015HIPAA Omnibus Compliant October,2015 TACCHO VERSION Page 12 of 15 System Agency Contract No. I11-IS000436300009 Page 46 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 (1) Exercise any of its rights including but not limited to reports,access and inspection under this DUA and/or the Base Contract;or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA;or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS;or (4) Terminate the DUA and Base Contract immediately,and seek relief in a court of competent jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation,the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. (D) If neither termination nor cure is feasible,HHS shall report the violation to the Secretary of the U.S.Department of Health and Human Services. (E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destroyed or returned to HHS,as required by this DUA. 6.05 Governing Law,Venue and Litigation (A) The validity,construction and performance of this DUA and the legal relations among the Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas. (B) The Parties agree that the courts of Texas,will be the exclusive venue for any litigation,special proceeding or other proceeding as between the parties that may be brought, or arise out of,or in connection with,or by reason of this DUA. 6.06 Injunctive Relief (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information. (B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply.Accordingly, CONTRACTOR agrees that HHS will,in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages,to enforce the terms of this DUA. HHS Data Use Agreement 071015HIPAA Omnibus Compliant October,2015 TACCHO VERSION Page 13 of 15 System Agency Contract No. MS000436300009 Page 47 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 6.07 Responsibility. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity,CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees,directors,officers,Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance (A) As a governmental entity,and in accordance with the limits of the Texas Tort Claims Act,Chapter 101 of the Texas Civil Practice and Remedies Code,CONTRACTOR either maintains commercial insurance or self-insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this DUA.CONTRACTOR will request that HHS be named as an additional insured. HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA.Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain insurance. (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect,at the request of HHS. 6.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract,if any legal action or other proceeding is brought for the enforcement of this DUA,or because of an alleged dispute,contract violation,Event.Breach,default,misrepresentation,or injunctive action,in connection with any of the provisions of this DUA,each party will bear their own legal expenses and the other cost incurred in that action or proceeding. 6.09 Entirety of the Contract This DUA is incorporated by reference into the Base Contract as an amendment thereto and, together with the Base Contract, constitutes the entire agreement between the parties. No change,waiver,or discharge of obligations arising under those documents will be valid unless in writing and executed by the party against whom such change,waiver,or discharge is sought to be enforced. If any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions,conflicts with this DUA,this DUA controls. 6.10 Automatic Amendment and Interpretation If there is(i)a change in any law,regulation or rule,state or federal,applicable to HIPPA and/or Confidential Information or(ii)any change in the judicial or administrative interpretation of any such law,regulation or rule„upon the effective date of such change,this DUA shall be deemed to have been automatically amended,interpreted and read so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such changes.Any ambiguity in this DUA will HHS Data Use Agreement 071015HIPAA Omnibus Compliant October,2015 TACCHO VERSION Page 14 of 15 System Agency Contract No. HHS000436300009 Page 48 of 49 DocuSign Envelope ID:OADD7F92-EB99-45BE-B3FE-43BBC9593333 be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. HHS Data Use Agreement 071015HIPAA Omnibus Compliant October,2015 TACCHO VERSION Page 15 of 15 System Agency Contract No. HHS000436300009 Page 49 of 49 Docu osscutIo Certificate Of Completion Envelope Id:0ADD7F92EB9945BEB3FE43BBC9593333 Status:Completed Subject:New$204,855;HHS000436300009;Corpus Christi-Nueces County Public Health District;DSHS/CMS/LIDS Source Envelope: Document Pages:56 Signatures:2 Envelope Originator: Certificate Pages:2 Initials:0 Texas Health and Human Services Commission AutoNav:Enabled 1100 W.49th St. Envelopeld Stamping:Enabled Austin,TX 78756 Time Zone:(UTC-06:00)Central Time(US&Canada) PCS_DocuSign@hhsc.state.tx.us IP Address: 167.137.1.13 Record Tracking Status:Original Holder:Texas Health and Human Services Location:DocuSign 3/27/2019 12:41:42 PM Commission PCS_DocuSign@hhsc.state.tx.us Signer Events Signature Timestamp Annette Rodriguez r—DocuBknedM: Sent:3/27/2019 12:46:08 PM annetter@cctexas.com Ame44e f.kiviez Viewed:3/28/2019 11:23:07 AM Health Director L-4Fc9092742 41a... Signed:6/18/2019 1:57:57 PM City of Corpus Christi Security Level:Email,Account Authentication Signature Adoption:Pre-selected Style (None) Using IP Address:64.201.138.51 Electronic Record and Signature Disclosure: Not Offered via DocuSign Doeuagned Ey: Imelda Garcia Sent:6/18/2019 1:58:01 PM imeldam.garcia@dshs.texas.gov `^�^^" Garcia. Viewed:6/18/2019 2:00:05 PM Associate Commissioner e7nFo32weo24ne... Signed:6/18/2019 2:00:14 PM Texas Health and Human Services Commission Security Level:Email,Account Authentication Signature Adoption:Pre selected Style (None) Using IP Address: 107.77.218.72 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp CMU Mailbox COPIED Sent:3/27/2019 12:46:08 PM cmucontracts@dshs.texas.gov Viewed:6/19/2019 7:31:10 AM Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Rebecca Delgado COPIED Sent:3/27/2019 12:46:07 PM rebecca.delgado@hhsc.state.tx.us Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Caeli Paradise Sent:3/27/2019 12:46:08 PM Caeli.paradise@dshs.texas.gov COPIED Viewed:3/28/2019 10:15:59 AM Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Dante Gonzalez COPIED Sent:3/27/2019 12:46:09 PM Danteg@cctexas.com Viewed:3/27/2019 1:02:41 PM Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/18/2019 1:58:01 PM Certified Delivered Security Checked 6/18/2019 2:00:05 PM Signing Complete Security Checked 6/18/2019 2:00:14 PM Completed Security Checked 6/18/2019 2:00:14 PM Payment Events Status Timestamps