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Home My WebLink AboutResolution - 2019-R0442 - HIV Prevention Services Grant With Department Of State Health Services - 12/03/2019Resolution No. 2019-RO442 Item No. 7.1.1 December 3, 2019 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Contract (HHS000077800035) under the HIV Prevention Services Grant, by and between the City of Lubbock and the State of Texas' Department of State Health Services (DSHS), to provide funding for HIV prevention services provided by the City of Lubbock Health Department. Said Contract is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this December,3, 2012 ___....,.__,.. DANIEL M. POPE,MAYOR ATTEST: P A- 4, Y/< Ree a Garza, City Secr APPRO ED AS TO CONTENT: atherine Wells, Director of Public Health APPROVED AS TO FORM: R 4&$oke, ant City Attorney RES.DSHS-HHS00007780035 HIV Prevention Services Grant 11.18.19 DocuSign Envelope ID:92833617-FLEE-4ASE-15D'M-6C0913C51)DA89 Resolution No. 2019-RO442 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS000077800035 UNDER THE HIV PREVENTION SERVICES GRANT I. PURPOSE The DEPARTMENT OF STATE HEALTH SERVICES("DSHS" or"System Agency"), a pass-through entity,and CITY OF LUBBOCK("Grantee")(each a"Party"and collectively the"Parties")enter into the following grant contract to provide funding for the HIV Prevention Services Project (the Contract"), as described in ATTACHMENT A.STATEMENT OF WORK. II.LEGAL AUTHORITY This Contract is made in accordance with awards by the Centers for Disease Control and Prevention(CDC-PS18-1802—Integrated HIV Surveillance and Prevention Programs for Health Departments, Funding Opportunity Number: CDC-PS18-1802), which is incorporated herein by reference, and is authorized by and in compliance with the provisions of Texas Health and Safety Code Chapter 12 or 1001 or Texas Government Code Chapter 531,771, 791 or 2155. III. DURATION This Contract is effective on the signature date of the latter of the Parties to sign this agreement or January 1, 2020, whichever is later, and terminates on December 31, 2020, unless renewed, extended,or terminated pursuant to the terms and conditions of the Contract. The System Agency, at its own discretion,may extend this Contract subject to terms and conditions mutually agreeable to both Parties. IV. BUDGET The total amount of this Contract will not exceed TWO HUNDRED THOUSAND DOLLARS 200,000.00). All expenditures under the Contract will be in accordance with ATTACHMENT B. BUDGET. V. CONTRACT REPRESENTATIVES The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. System Agency_ Department of State Health Services 1100 West 49h Street, MC 1990 Austin, Texas 78756 Attn: Deanna Kinsfather, Contract Manager Email: I)eanna-kinsfather(@dshs.texas.gov System Agency Contract No.HHS000077800035 Pagel of 48 Docuftn Envelope ID:92833617-F1EE-4ABE-SD55-6C09BC5DDA89 Grantee City of Lubbock 1625 131h Street Lubbock,TX 79401-3830 Phone: (806)775-2941 Email: kwells@mvlubbock.us Either Party may change its designated Representative by providing written notice to the other Party. VI. LEGAL NOTICES Any legal notice required under this Contract will be deemed delivered when deposited by the System Agency either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier,overnight, signature required,to the appropriate address below: System Agency Department of State Health Services 1100 West 49th Street, MC 1911 Austin,Texas 78756 Attention: General Counsel Grantee City of Lubbock 1625 13th Street Lubbock,TX 79401-3830 Attention: Bill Howerton,Deputy City Manager Notice given by Grantee will be deemed effective when received by the System Agency. Either Party may change its address for notice by written notice to the other Party. VII. ADDITIONAL GRANT INFORMATION Federal Award Identification Number(FAIN): NU62PS92459 Federal Award Date: 12/11/2018 Name of Federal Awarding Agency: Centers for Disease Control and Prevention CFDA Number: 93.940 Awarding Official Contact Information: Arthur C. Lusby, M.B.A Lead Grants Management Specialist Centers for Disease Control and Prevention Infectious Diseases Services Branch 2920 Brandywine Road, MS E-15 Atlanta, GA 30341 Telephone: (770)488-2685 SIGNATURE PAGE FOLLOWS System Agency Contract No.HHS000077800035 Page 2 of 48 DocuSign Envelope ID:92B33617-F1EE-4ABE-8D55-6C09BC5DOA89 SIGNATURE PAGE FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS000077800035 DSHS GRANTEE f e Name: Name: Daniel Pope Title: Title: Mayor Date of execution: Date of execution: December 3, 2019 THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO.HHS000077800035 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A-STATEMENT OF WORK ATTACHMENT B-BUDGET ATTACHMENT C-HHSC UNIFORM TERMS AND CONDITIONS—GRANT ATTACHMENT D—SUPPLEMENTAL CONDITIONS ATTACHMENT E-FEDERAL ASSURANCES AND LOBBYING FORM ATTACHMENT F-FFATA CERTIFICATION ATTACHMENTS FOLLOW THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO.HHS000077800035 ARE HEREBY INCORPORATED BY REFERENCE,AS IF PHYSICALLY ATTACHED: ATTACHMENT G—DATA USE AGREEMENT ATTACHMENT H-SYSTEM AGENCY SOLICITATION NO.HHS0000778 ATTACHMENT I-GRANTEE'S SOLICITATION RESPONSE System Agency Contract No.HHS000077800035 Page 3 of 48 System Agency Contract No. HHS000077800035 Page 3 of 48 SIGNATURE PAGE FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT NO. HHS000077800035 DSHS GRANTEE Name: Name: Title: Title: Date of execution: Date of execution: THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO. HHS000077800035 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A - STATEMENT OF WORK ATTACHMENT B - BUDGET ATTACHMENT C - HHSC UNIFORM TERMS AND CONDITIONS – GRANT ATTACHMENT D – SUPPLEMENTAL CONDITIONS ATTACHMENT E - FEDERAL ASSURANCES AND LOBBYING FORM ATTACHMENT F - FFATA CERTIFICATION ATTACHMENTS FOLLOW THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO. HHS000077800035 ARE HEREBY INCORPORATED BY REFERENCE, AS IF PHYSICALLY ATTACHED: ATTACHMENT G – DATA USE AGREEMENT ATTACHMENT H - SYSTEM AGENCY SOLICITATION NO. HHS0000778 ATTACHMENT I - GRANTEE’S SOLICITATION RESPONSE DocuSign Envelope ID: 92B33617-F1EE-4ABE-8D55-6C09BC5DDA89 December 10, 2019 Daniel Pope Mayor Jennifer Sims Deputy Commissioner December 16, 2019 DocuSign Envelope ID 92833617-F1 EE-4ABE-8D55-6C09BC5DDA89 ATTACHMENT A STATEMENT OF WORK I. GENERAL REQUIREMENTS FOR ALL GRANTEES All activities conducted under this Contract will support the goals and objectives of the National HIV/STD Strategy and the Texas HIV Plan. The goals of the Texas HIV Plan are to increase HIV awareness among members of the public, community leaders, and policy makers, increase access to HIV prevention efforts for communities and groups at highest risk, successfully diagnose all HIV infections, increase timely linkage to HIV-related treatment for those newly diagnosed with HIV,increase continuous participation in systems of treatment among people living with HIV,and increase viral suppression among people living with HIV. Grantees for ALL activities funded under this award will: A. Conduct Human Immunodeficiency Virus (HN) Prevention activities in accordance with the Department of State Health Services (DSHS) RFA #HHS0000778 to ensure HIV Prevention services are provided to persons at greatest risk of acquiring and/or transmitting HIV infection as directed by DSHS; B. Comply with the terms of the approved Work Plan for this Contract; C. Comply with all applicable state and federal policies, standards and guidelines, including, but not limited to: 1. DSHS HIV and STD Program Operating Procedures and Standards(POPS),including any revision, located at ht11)s_'.`dshs.texas.Lov lijyst 1.pops:_; 2. DSHS TB/HIV/STD Confidential Information Security policy, TB/HIV/STD Breach of Confidentiality Response Policy, and Breach Report Form/Breach Report Instructions, located at: https:i,'www.dshs.texas.govfhivstd/policy'security.shtm; 3. Any letters or memos with additional directions and policies issued by DSHS; and 4. All the above-named applicable documents are incorporated herein by reference and made a part of this Contract. Grantee will receive advance written approval from DSHS before varying from any of these requirements and will update its implementation documentation within forty-eight(48)hours of making approved changes so that staff working on activities under this Contract know of the change(s); D. Comply with all applicable federal and state regulations and statues, including, but not limited to: 1. Chapters 81 and 85 of the Texas Health and Safety Code; 2. Chapter 93 of the Texas Health and Safety Code (relating to Education and Prevention Programs for Hepatitis C); and 3. Title 25 of the Texas Administrative Code(TAC) Chapters 97 and 98, Subchapter B; System Agency Contract No.HHS000077800035 Page 4 of 49 Docuftn Envelope ID:92B33617-E1 EE-4ABE-81355-6C098CSDDA89 E. Comply with the Texas Health and Safety Code, §85.085, Physician Supervision of Medical Care, to ensure a licensed physician supervises any medical care or procedure including HIV testing)provided as part of activities conducted under this Contract; F. Ensure activities begin no later than 90 days following the Contract start date; G. Submit data on program activities and client contacts using timelines,systems and formats specified by DSHS; H. Use collected data,together with input from clients and stakeholders, to improve services and assure they meet intended outcomes and emerging needs of the priority population(s); I. Submit written interim and annual reports to DSHS that summarize the activities and services delivered and discuss the barriers and facilitators of the effective delivery of services (refer to Section Ill. Program Data Reporting, Security and Confidentiality Requirements); J. Participate in local HIV planning and evaluation activities and in local efforts to coordinate HIV prevention and treatment services; K. Maintain formal agreements that include active collaboration and coordination with local providers of services that are relevant to the needs of the client; L. Ensure staff and volunteers are appropriately and adequately trained to provide relevant services. Participate in DSHS-identified trainings and coaching sessions as directed by DSHS (refer to Section VI. Training Requirements for additional details); M. Cooperate with any DSHS-funded activities to raise awareness of HIV,promote prevention services, and encourage testing and use of pre-exposure prophylaxis (PrEP) and non- occupational post-exposure prophylaxis (nPEP); N. Participate in Data to Care activities as requested by local health departments and DSHS; Q. Deliver all services in a culturally competent and sensitive manner, taking low health literacy into account, using the National Standards for Culturally and Linguistically Appropriate Services (CLAS) in Health and Health Care. Grantee will implement strategies to ensure that the program is culturally, linguistically and educationally appropriate to meet the needs of the priority population(s), and ensure that program staff have strong socio-cultural identification with the priority populations(s); P. Make free condoms readily available to clients; Q. Submit literature/materials to be used in prevention activities funded by DSHS for review and approval by a locally constituted review panel that meets DSHS requirements found at hW - www.dshs.texas.gQv.!'fiivstd/infb/prnrp,shtm; R. Perform other activities as may be reasonably requested by DSHS to meet the goals of the Texas HIV Plan; and System Agency Contract No.HHS000077800035 Page 5 of 48 DocuSign Envelope ID:92833617-F1 EE-4ABE-8D55-6C09BC5DDA89 S. Ensure that content in publications partially or fully funded by this award is verified by DSHS and that DSHS is acknowledged. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfall. DSHS Program will monitor Grantee's expenditures on a quarterly basis. If expenditures are below that projected in Grantee's total Contract amount as approved for this Contract, Grantee's budget may be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety(90) days may result in a decrease in funds. II. FUNDING OPPORTUNITY-SPECIFIC REQUIREMENTS A. Core HIV Prevention Grantee will: 1. Implement the following four components of a core HIV prevention program: a. Engagement of groups and communities to be served; b. Condom distribution; c. Focused HIV and syphilis testing and tailored health education; and d. Linkage/enrollment in medical care for clients who are living with HN, and referral to PrEP and nPEP and other needed services for clients with a negative HIV test result who are at a higher risk for acquiring HIV; 2. Provide outreach and education to the priority population(s) identified in the approved Work Plan; 3. Engage in active recruitment and outreach strategies that include traditional outreach, social network activities, and the use of social media platforms; 4. Maintain a Community Advisory Board to assist with programmatic decision-making; 5. Maintain a condom distribution program with the essential elements described in the DSHS POPS https:, w iN,.dshs,texas.govr`hivstdipopsi; 6. Establish and maintain focused HIV testing programs that expand the availability of HFV testing to the proposed priority population(s). Grantee will use a combination of strategies to encourage testing, such as offering testing in a variety of settings, providing testing to couples, using tangible reinforcements, or using text messages or other electronic communication to provide testing reminders; 7. Ensure that syphilis testing is provided to all individuals testing for HIV unless the client refuses. Grantee will consider collecting specimens for: a. Other Sexually Transmitted Infections(STI)(including specimens for extra genital screening for chlamydia and gonorrhea); and/or b. Hepatitis C antibody testing for at-risk population(s); System Agency Contract No.HHS000077800035 Page 6 of 48 DocuSign Envelope ID:92833617-F1EE-4ABE-8D55-6C09BC5DDA89 8. Maintain a valid Clinical Laboratory Improvement Amendment (CLIA) Certificate of Waiver if performing rapid testing; 9. Ensure that HIV testing programs include all required components of a testing session as described in the DSHS POPS, Chapters 1 and 2; 10.Implement testing processes that follow the requirements in DSHS Policy 2013.02 htt s:',`'www.dshs.tcxEts_ oy/bivstd/-olic i olicies/2013-02.shtm); 11. Ensure that all pregnant women who do not report being in prenatal care are actively referred to prenatal care; 12. Ensure clients receive their HIV test results in a timely and appropriate manner; 13. Ensure that clients with negative HIV test results receive information on PrEP and nPEP. Ensure referrals are made to these and other needed health and social services as appropriate; 14. Ensure positive HIV test results are given in person in accordance with Texas Health and Safety Code§81.109; 15. Provide the minimum required components for counseling and linkage to care for people living with HIV as outlined in Section 1.1.2 of the DSHS POPS; 16. Facilitate initial linkage to care for newly diagnosed clients and facilitate engagement in care for previously diagnosed clients who are not currently in care for their HIV infections. Grantee is responsible for confirming clients are linked to care; and 17. Address barriers to successful linkage to HIV medical care and coordinate with area providers that offer services to facilitate access to HIV-related care. III. TANGIBLE REINFORCEMENTS Grantee will: A. Receive approval for tangible reinforcements in advance, in writing,by DSHS Program. Funds may be used to purchase tangible reinforcements(bus tokens,movie gift cards, food gift cards, t-shirts, grocery store gift cards, etc.) to encourage at-risk clients to participate in prevention programs; and B. Maintain a policy regarding the use of tangible reinforcements and a log for tracking the purchase and distribution of tangible reinforcements. The policy and log are subject to review by DSHS Program during program reviews and at any other time. The policy will limit the use of tangible reinforcements to the following types of situations: for participation in rapid assessment activities; for recruitment of clients into prevention with People Living with HIV(PLWH),testing and linkage programs and Evidence-Based Interventions(EBIs); for retention of clients in EMS and prevention with PLWH; for clients upon completion of all sessions of an EBI; for recruitment and retention of peer System Agency Contract No.HHS000077800035 Page 7 of 48 DocuSign Envelope ID:92B33$17-F1EE-4ABE-8D55-6C09BC5DDA89 volunteers; for clients who return for HIV testing; for participation in community assessments or focus groups; and to encourage clients to return for test results. Funds may not be used to make cash payments or cash-equivalent payments to intended recipients of services except as noted above. IV. PROGRAM DATA REPORTING SECURITY AND CONFIDENTIALITY REQUIREMENTS DSHS may make alterations to reporting systems and requirements or require the use of new reporting systems or collection methods, at its sole discretion. In the event of such a change, Grantee will be notified at least thirty(30)days in advance of the changed requirements, except in cases where the system in use suffers technical failure. Information submitted through the DSHS systems will be considered the performance data of record in evaluating attainment of goals and programmatic performance. Data may be included in Grantee reports to parties other than DSHS, provided DSHS is acknowledged and the information is aggregated in such a way that no individual client may be identified. Data may not be used for research purposes by Grantee or any other party without prior approval of DSHS' Institutional Review Board and pre-approval by DSHS Program. Grantee may not share electronic data sets with other parties without advance written permission of DSHS. Grantee will: A. Follow requirements for prevention data collection, submission and quality assurance found in the DSHS data workplan located on the DSHS data resource website page at ht tps::'iwww.dsh s.texas.gov/hivstclr'xi e ldops.'prevdata.shtm; B. Submit data on program activities and client contacts using systems, formats and submission deadlines specified by DSHS. DSHS may change the program reporting requirements or formats during the project period based on program evaluation or reporting needs; C. Ensure that data submitted to DSHS is complete and accurate. Grantee will conduct data quality assurance prior to monthly submissions following the DSHS workplan quality assurance procedures. Data quality assurance activities will be documented and made available for review by DSHS staff upon request; D. Protect the security of program reporting data and the confidentiality of client information; E. Protect paper records and electronic data collected and stored at its facility from security breaches, and keep such data confidential; F. Ensure client privacy is maintained and data is collected confidentially when data/information is elicited verbally from clients; G. Ensure that data entry into program reporting systems will occur in a confidential environment, safeguarding against unauthorized disclosure of client information and ensuring that such environments are consistently maintained; System Agency Contract No.HHS000077800035 Page 8 of 48 DocuSign Envelope ID:92B33617-F1 EE-4A8E-8D55-6C09BC5DDA89 H. Ensure data entered into program reporting systems is input only by properly authorized staff; I. Assure data integrity is maintained and that data entered in program reporting systems is entered accurately; J. Understand that users of the program data systems will require user identification and authentication(such as challenge passwords); K. Ensure that persons entering data do not circumvent such security measures; L. Ensure data is accessed only by authorized persons; M. Ensure program data is used in a manner that protects client privacy and is in accordance with federal and state law and the terms of this Contract; N. Implement policies and procedures for use of data in a secure manner that protects client privacy and prevents against unauthorized access to, and use of,program data; O. Implement policies and procedures(consistent with the requirements and constraints listed herein) for publication and redistribution of data if program data is shared with other parties or providers; P. Protect data transported within your entity or to external parties consistent with the constraints and requirements listed herein; Q. Protect data transmitted electronically within your entity or to external parties (when not using DSHS data reporting systems)consistent with the constraints and requirements listed herein; R. Maintain retention and disposal policies and procedures consistent with state and federal retention requirements and the requirements of this Contract, and assure that program data cannot be inappropriately accessed; S. Agree to publish, implement, and make available policies on data security and client privacy, and train staff regularly regarding those requirements (Grantee will maintain records documenting such training); T. Require each individual member of Grantee's staff, and volunteers,to sign an agreement pledging to abide by Grantee's policies and procedures pertaining to data security and client privacy. Grantee will maintain these written agreements and make them available upon request to DSHS in a timely manner; U. Abide by rules of conduct/data security guidelines provided by DSHS to safeguard the program reporting data; V. Develop a personnel sanction policy to hold Grantee staff and volunteers and subgrantee staff responsible for any violations of these policies. If Grantee uses subgrantees: Grantee System Agency Contract No.HHS000077800035 Page 9 of 48 DocuSlgn Envelope ID:92833617-F1EE-4ABE-OD55-6COgBC5DDA89 accepts full responsibility and accountability for each subgrantee's performance under this Contract including all provisions related to confidentiality; W. Agree to make staff available for training on the use of program reporting systems and data security; X. Comply with DSHS efforts to maintain lists of staff under this Contract authorized to use the program reporting systems; Y. Immediately report breaches of confidentiality involving the program data reporting systems to DSHS, and fully assist DSHS in any investigation resulting from such breach; Z. Comply with all requests by DSHS to inspect,or require copies of, any of the documentation referenced herein at any time,and comply with such requests in a timely manner. All documentation under this Contract will be readily available for inspection by DSHS staff during site visits; AA.Use data collected through the above mechanisms for program planning, evaluation, quality assurance, and monitoring, consistent with confidentiality restrictions in state and federal law. Grantee will use evaluation, quality assurance and monitoring of data to make appropriate adjustments to program activities so that the Grantee performs quality services and meets performance standards; and BB. A minimum of 10%of the total Contract amount will be dedicated to planning,reporting, and evaluation of the proposed activities. This includes expenditures for needs assessment and consultation with community members to design or revise program design and implementation; collection and reporting of required program data; evaluation of progress towards program goals; and assessment of client satisfaction. V. PROGRAM MONITORING AND PROGESS REPORTS Grantee will: A. Along with each subgrantee or volunteer, if applicable,cooperate with the direct monitoring by DSHS. Monitoring will be conducted via site visits and may be announced or unannounced. This monitoring may consist of the review of records and reports, interviews of staff,required forms,educational materials,and other materials pertaining to this project, including testing documents(if applicable); B. Submit required Interim and Annual Progress Reports in a format approved by DSHS, and by deadlines given by DSHS, that include a cumulative data summary of its compliance with the performance measures for the appropriate activities detailed in Section VIII, Performance Measures,below and a detailed response to all items listed in the report; C. Provide the above-referenced reports to hivstdreport.techw`utdshs.texas.gov with a copy to the designated DSHS HIV/STD Program Consultant and the Public Health Regional HIV/STD Program Manager/Coordinator by the following dates: July 31, 2020, and January 31, 2021; System Agency Contract No.HHS000077800035 Page 10 of 49 DocuSign Envelope ID:92833617-F1EE-4ABE-6D55-6C09BC5DDA89 D. Provide to the DSHS Program Consultant and appropriate Contract Management Section staff, the names of the contact person(s)responsible for programmatic concerns and all communications regarding this program, the contact person for fiscal issues, and the names of the contact persons for each of the subgrantees (if applicable); E. Maintain expertise in any subcontracted project content,protocols and methods,and provide technical assistance to subgrantee staff as needed; and F. Along with any relevant subgrantee(s)or volunteer(s),cooperate with DSHS policies for addressing all concerns or problems identified during the Contract period. G. If Grantee performance is deficient,DSHS will notify the Grantee in writing. The Program Consultant will identify the corrective action required by the Grantee to address the deficiency. The Program Consultant will deliver, or coordinate the delivery of, additional technical assistance to support the Grantee in taking the corrective action. If the corrective action is successful in resolving the problem, DSHS will notify the Grantee in writing that resolution has been achieved. If the corrective action is unsuccessful in resolving the problem,DSHS has all the following options: 1. Revise deliverables(e.g., requiring Grantee to report with increased frequency); 2. Require the Grantee to provide a revised staffing plan that demonstrably supports the realization of program requirements; 3. Progressively reduce the total Contract amount in response to repeated failures to comply with requirements; 4. Suspend payment on the Contract pending correction of the deficiency by the Grantee; or 5. Terminate the Contract. VI. QUALITY ASSURANCE ACTIVITIES Grantees that enter into contracts with subgrantees are entirely responsible to DSHS for the performance of those subgrantees. If subgrantees are used, Grantee is expected to adequately monitor the implementation of interventions and other funded activities under this Contract, the efficient and effective use of resources by the subgrantees(s),and the capacity and performance of subgrantee staff implementing interventions and other funded activities under this Contract and ensure that subgrantees are properly collecting and reporting data. DSHS staff may also monitor the subgrantees' activities and conduct periodic site visits,with notification to the Grantee. Grantee will: A. Ensure that performance of activities under this Contract is of a high quality and consistent with all the requirements of this Contract, to meet DSHS' high performance expectations; B. Implement an orientation plan for Grantee's new staff(i.e., new hires involved in activities funded under this Contract),which will be reviewed by DSHS staff during System Agency Contract No.HHS000077800035 Page 11 of 48 Docuftn Envelope ID:92B33617-F1EE-4ABE-8D55-6C09BC5DDA89 monitoring visits. The plan will be consistent with all the terms of this Contract; C. Solicit feedback(e.g.,client surveys) from clients being served by Grantee under this Contract and create a summary of the client feedback for each intervention at least once during the term of this Contract. This summary will be available for review during DSHS site visits; D. Designate and train staff to be responsible for quality assurance activities, including ensuring accurate and consistent data collection and reporting; E. Follow DSHS POPS Section 1.9 for quality assurance requirements for focused HIV testing; and F. Maintain written monitoring and evaluation records of all staff involved in Contract activities, including those of subgrantees. DSHS may specify evaluation and monitoring tools to be used. Information related to quality assurance activities, along with any other documentation associated with activities under this Contract, is subject to review by DSHS Program during program reviews and at any other time. VII. TRAINING REQUIREMENTS Grantee will: A. Authorize and require staff to attend training, conferences, and meetings as directed by DSHS; B. Appropriately budget funds in order to meet training requirements in a timely manner, and ensure staff and volunteers are trained as specified in the training requirements listed at haps:.';'www.dshs.texas.gov!-hivstd/trainin and as otherwise specified by DSHS. Grantee will document that these training requirements are met; and C. Ensure that staff hired for HIV and syphilis testing are trained to perform blood draws within three(3) months of employment. VIII. PERFORMANCE MEASURES The following performance measures will be used to assess, in part, Grantee's effectiveness in providing the services described in this Contract, without waiving the enforceability of any of the other terms of the Contract. Performance of Grantee, including, but not limited to, compliance with Program policies and procedures referenced herein,attainment of performance measures,maintenance of adequate staff, and submission of required data and narrative reports will be regularly assessed.Failure to comply with stated requirements and contractual conditions will constitute a breach of contract. A. Core HIV Prevention Grantee will: System Agency Contract No.HHS000077800035 Page 12 of 48 DocuSign Envelope ID:92B33617-F1EE-4ABE-8D5MC09BC5DDA89 1. Ensure at least 95%of clients testing positive for HIV will receive results counseling; 2. Ensure at least 90%* of clients newly diagnosed with HIV will be linked to HIV-related medical care within 3 months; While the goal is to link 100%ofpersons living with HIV to H1Y medical care, this performance measure reflects DSHS minimum performance standards. 3. Ensure the required new diagnoses rate is achieved: a. Area 1 - 1.4%; b. Area 2— 1.2%; and c. Area 3—0.9%; 4. Conduct 1,200 tests by the end of the Contract term; 5. Identify 11 newly diagnosed people living with HIV by the end of the Contract term; 6. Conduct 900 tests for the identified priority population(s)by the end of the Contract term; and 7. Ensure 10,000 condoms are distributed by the end of the Contract term. IX. INVOICE AND PAYMENT Grantee will: A. Request payments monthly using the State of Texas Purchase Voucher (Form B-13) at http:i;'www.dshs.texas. grants fcarms.shtm, the Voucher Support Form and acceptable supporting documentation for reimbursement of the required services/deliverables. Grantees are required to identify expenditures by budget category and funding code. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below: Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512) 458-7442 EMAIL: invoices ddsh:,,ta:sZov and cmsinvoiceswAshs.texas.Kim and B. Be paid on a cost reimbursement basis and in accordance with the Budget in Attachment B of this Contract. System Agency Contract No.HHS000077800035 Page 13 of 48 DocuSign Envelope ID:92B33817-F1 EE-4ABE-8D5"C09BC5DDA89 ATTACHMENT B BUDGET Contract No. HHS000077800035 Categorical Budget: PERSONNEL 96,167.00 FRINGE BENEFITS 48,837.00 TRAVEL 21,121.00 EQUIPMENT 0.00 SUPPLIES 13,275.00 CONTRACTUAL 15,900.00 OTHER 4,700.00 TOTAL DIRECT CHARGES 200,000.00 INDIRECT CHARGES 0.00 TOTAL 200,000.00 System Agency Contract No.HHS000077800035 Page 14 of 48 DocuSign Envelope ID:92B33617-F1 EE-4ABE-8D55-6C09BC5DDA89 ATTACHEMENT C HHSC UNIFORM TERMS AND CONDITIONS—GRANT HHBC Unrorm Terms and Conditions Version 216 Published and Elfecllve:March 26,2019 Responsble Office:Chief Counsel TEXAS V Health and Human Services Health and Human Services Commission HHSC Uniform Terms and Conditions-Grant Version 21&1 System Agency Contract No.HHS000077800035 Page 15 of 48 mnmuSignenvempmID:$2833V 7-F1 TABLE OF CONT0ff S AIMCLE1.manzmzTTONS AND WSTERFmmcnnVEPROVISIONS........--.........—. .......4 1.1 oenooiom........................ .................................----...................---..........u 1.2 hArpr=6*e P`o,i"ivmm..............................................................................---— .......8 ARTICLE QLPAYMENT MMKHOD$AND PY."RIMONS_---------- ----------4 2-1 pa^m*mxarm=ds........................................... .............................................__ .......6 12 FimWBill inpma"**iom ............. ............... ...............................----- .......7 23 Ymm^cisil Sumas R*porlm 7 24 Use oCBum&.........—......--- .... --..........~—..........—_.........~.........................T 2.5 Use for&8iduhhohibit"6 .............. .........—..........---......~--..................T 16 Program n~mqw--...... ...... —.................. . ---------..........................................? 13 2-8 A8mwal.ilrc............................................ ........----........... ..........................& 2-9 b9i=ct CmtBmW......................................... ............................................................m ARTICLE 111. STATE AND FEDERAL DUN0U40__--_-----_—__ ...............8 3.1 FtNuAn»......................... ..........—_............. .............................. ................ ............v 3.2 NmD*bt Against the State............................— ...............---... ..........._—..........x 39 N, ond Dclinqu*noi**.............. .....................................---.................... ......... a4 Recapture"rFunds....................... ................ ................................. .......................... AWMCEX TV.aLl.cnW*acECOSTS AND AUDIT REQUIR0MM S----------9 4.1 mNDwab to Costs. ......................._----------- .............---......._...... ................9 4,2 Aoffils mnii Financial Sv*=mat*...................... -----_------- ................. 1M 4.3 Avbmi ssionof AudNsmm0X0ommcial&m:wmemCS—_—...... ....1 ARTICLE V.AYFIRMATIONS,ASSURANCES AND KERT'UF8CAT%O90S_— ............. A/ 5.1 QwmaralAffirmations:................... ....—........... --_----------_--.........U1 5. 2 Fx&-ra|zmwwxu=.......... .......... --------------- ...........~-----.. U] 5. 3 ftkmF1.*rtifi^8Nnmm .... —........... ........--_-----_------.............. — A1 ARTICLE VL INTELLECTUAL PROPERTY ......._--- ............... -- .................A1 6-1 O*eersbipofWork Product— .........—.---.---_--.........1 6,2 Gruwk*uPx-4xiddngx/v,xu .................................................... _—.— ............— ....... J2 63 AgreernmMwith Employees and oubcxou*ucm ....................................................... ]% 64 Dwa,=y 13p~m7enu"uuioou,sxpkm$ m ... -----.. ........—_--.._~.... 1-2 6-5 nurvimu 12 xHSC Grantee m"kyrmTenn'and o"=*^on° Pap°2"ru V.2.1m o1fw*=mm6e20/9 System Agency Contract No.8H8VOVO778V0035 Page 16 of 49 Docv8[gnEnvelope K1om8880i7-P1 ARI ICL F,Vo. aozzm"S,AKM.AND 0N0C%OSURE—.................------ ......... 13 7.1 /kiwksand R*"o& ........................_...................---_--.--..... ............. B 7.2 4"=="ton"pnns,8wmk&,and Dwcmnmmu.... ....---------- ...................— .............. ]3 7.3 a*mnmme-'Comp8wm**vyM AWN*m8mpwotion FimdioBi—_........................—........ 13 7.4 SAC)Audit.................................... ------_—........ --. ..........~................ ]4 7.5 Conflacidio|ity—........... .............. -------...................~..................................... 14 ARrmz.FVIN. CONTRACT MANAGEMENT ANDEARLY TE%MiKA77O«---- 14 9.1 c"ntre=zDmodiom—...... ..........-- ..........~.....--...~............... -----'14 o.% zernivaticwfmCo*vaviem**..........--..............._---._--........ . 14 x3 zembmti*n fuT c*w**— .........._._--............ 4 ARrmz-Hoc 15 9.1 Arnoodrnznt--.........___......_—.............~........................................................ 1s 9.2 z""umW*.......................... .........____......... 15 9.3 1w8A obUN ons,..........--.—.-----__ ....... 15 9.4 BamiwinQmW Lioennn...........___..............................___............ .....--,.~~16 9-5 bUbfflM'1y--'--`''—~~—'~---------...............—.............. 16 9.4 /L" gnmwnft.................--....... _----...~.----.—..........._--....... .. 16 9,7 z"dnpnmdnig &mzmmctmn--..........-----_---_.-- ......_—---........ _17 9.8 rc=lirdMG"idmooe L&RuB--...~.................................... --............—_....... '17 9.9 Di-9p"wBp:o|"Linn........................~................._ .................................. ................17 9.10 Go,emi.,wLaw and V"nwm.............. ........... ._—.......____............ .................. 17 9.11 Severability......................... --- ---- ........—_--........___............. —---------—' |7 9.12 Qurvivmh@ixy— ........................ --_------------- .......... ___--------- ' |s 9.13 9Q** 1s 9.14 No Waiver wfBowvisjow— ........— -------.—_ ........---------_-----1s 9-15 Puwidty........ -----_------—,._—.~........ ................---...... ------lS 9.16 Br&ib10vm*wNw**^mpeleBw6iaimmm ..... _..............._............~...................i9 9.17 No Waiver^fmwvav|#mimmunity................___..........___.........~.. .............. 19 9.]m Entire cef*nwtand N!"fi*wu*m---......_------------ —------------- __......... .... 19 9.19 Cvunte,pwu..................................—..............___..............................-- ................. 19 9,20 P"ne'xu*hodly............------------.. ............... ............. ........ ........... — ......_,_ |p 9,21 IFxcTifyponyraM........... ..................,..~~',---------_......--.......... |v 9.22 Civil Binhin............ .......................................... .................. — ------.. -----.............. |V 9.23 System Agency oalw~---.... ..--........—__----- ......................................21 xooco"ant=Uniform Terns and c"~^u=° Page x"ru xu./ Effective 03/ 2&2Dn DocuSign Envelope ID:92833617-F1EE-4ABE-8D55-6C09BC5DDA89 ARTICLE I.DEFINITIONS AND INTERPRETIVE PROVISIONS 1.1 DiumutoNs 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,which documents changes to the Contract other than those permitted by Work Orders or Technical Guidance Letters. Attachment"means documents,terms,conditions,or information added to this Contract following the Signature Document or included by reference, and made a part 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 for all purposes. Deliverable"means the work product(s), including all reports and project documentation, required to be submitted by Grantee to the System Agency. 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. CAP'means Generally Accepted Accounting Principles. GASH"means the Governmental Accounting Standards Board. Ormtee"means the Party receiving funds under this Contract. May also be referred to as Contractor"in certain attachments. Health and Human Services Commission" or"111P;C.'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. IntellectrIALPrU. rTLV R i },tk"means the worldwide proprietary rights or interests,including patent,copyright,trade secret,and trademark rights,as such right may be evidenced by or embodied in: i. any idea, design, concept,personality right,method,process,technique,apparatus, invention,discovery,or improvement; ii, any work of authorship,including any compilation,computer code,website or web page design,literary work,pictorial work,or graphic work; iii. any trademark,service mark,trade dress,trade name, branding,or other indicia of source or origin; iv, domain name registrations;and v. any other proprietary or similar rights. The Intellectual Property Rights of a Party include all worldwide proprietary rights or interests that the Party may have acquired by assignment,by exclusive license,or by license with the right to grant sublicense$. HHSi Granice Uniform Terms and Condtuans Page A of 21 v.2.16.1 Effective OM61019 System Agency Contract No.ETHS000077800035 Page 18 of 48 DocuSign Envelope ID:92B33617-F1EE-4ABE-8D55-6C09BC5DDA89 Mentor Prot8e6"means the Comptroller of Public Accounts' leadership program found at:http: www.window.state.tx.uslprocurementprog/hublmentorprolege:. Parties"means the System Agency and Grantee,collectively. Party"means either the System Agency or Grantee,individually. Proi,rurn"means the statutorily authorized activities of the System Agency under which this Contract has been awarded. Pry ccf means specific activities of the Grantee that are supported by funds provided under this Contract. Public Information Act"or"Ply"means Chapter 552 of the Texas Government Code. Signature Document"means the document executed by both Parties that specifically sets forth all of the documents that constitute the Contract. Solicitation" or "Regrlesi for Applications [RFAV means the document (including all amendments and attachments)issued by the System Agency under which applications for Program funds were requested,which is incorporated by reference for all purposes in its entirety. Solicitation Response" or "Application" means Grantee's full and complete response including any attachments and addenda) to the Solicitation, which is incorporated by reference for all purposes in its entirety. State Fiscal Year"means the period beginning September 1 and ending August 31 each year,which is the annual accounting period for the State of Texas. State of Texas Textrave"'means Texas Administrative Code,Title 34,Part 1,Chapter 5, Subchapter C,Section 5.22,relative to travel reimbursements under this Contract,if any. Statement of Work"means the description of activities performed in completing the Project, as specified in the Contract and as may be amended. I8ynem Agenc '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,authorized representatives and designees of those agencies. These agencies include: HHSC and the Department of State Health Services. Technical Guidance Letter"or"FGL"means an instruction,clarification,or interpretation of the requirements of the Contract,issued by the System Agency to the Grantee. Work Product" means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software, programs, source code, documentation, training materials, audio or audiovisual recordings,methodologies, concepts, studies, reports,whether finished or unfinished, and whether or not included in the deliverables, that are developed, produced, generated or provided by Grantee in connection with Grantee's performance of its duties under the Contract or through use of any funding provided under this Contract. Uniform Grant Management Standards" or "UGMS"means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas HHSC C mlee Umform Terms and C*mblio is Page 5 of 21 v 2.16.1 EffaWve 03126!2019 System Agency Contract No,HHS000077800035 Page 19 of 48 DocuSlgn Envelope ID:92B33617-F1EE-4ABE-8D55-6C09BC5DDA89 Government Code,to promote the efficient use of public funds in local government and in programs requiring cooperation among local,state,and federal agencies. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. B. The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision,section,Attachment,or schedule of this Contract unless otherwise specified. C. The tern "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, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Contract, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating,amending,replacing,supplementing, or interpreting the statute or regulation. D. Any references to"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, 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 2.1 PAYMENT METHODS A. Except as otherwise provided by this Contract,the payment method will be one or more of the following: i. 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; ii. 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 iii. 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 HW1-Granlee Um form Temts and Conditions Page is of 21 v.216.1 Effective 0312612019 System Agency Contract No.HHS000077800035 Page 20 of 48 DocuSign Envelope ID:92B33617-FLEE-4ABE-BD55-6CO9BC5DDA89 implemented appropriate safeguards. This payment method will only be utilized in accordance with governing law, state and federal regulations, and at the sole discretion of the System Agency. B. Grantee 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. 2.2 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 after the deadline may not be paid. 2.3 FINANCIAL STATUS REPORTS(FSRs) Except as otherwise provided,for contracts with categorical budgets,Grantee shall submit quarterly FSRs to System Agency by the last business day of the month following the end of each quarter 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. 2.4 USE OF FUNDS Grantee shall expend funds under this Contract only for approved services and for reasonable and allowable expenses directly related to those services. 2.5 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. 2.6 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 Program Income, as provided in UGMS Section III, Subpart C, .25(g)(2), to further the Program, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report Program Income in accordance with the Contract,applicable law, and any programmatic guidance.Grantee shall expend Program Income during the Contract term, when earned, and may not carry Program Income forward to any succeeding term. Grantee shall refund Program Income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding levels,in part,upon Grantee's proficiency in identifying,billing,collecting,and reporting Program Income, and in using Program Income for the purposes and under the conditions specified in this Contract. HHSC Grantee Urufonn Terns and C ordtlions Page 7 of 21 v 216.1 Effective 03120019 System Agency Contract No.HHS000077800035 Page 21 of 48 DocuSign Envelope ID:92833617-F1EE-4ABE-8D55-6C09BC5DDA89 2.7 NONSUPPLANTING Grant funds may be used to supplement existing,new or corresponding programming and related activities.Grant funds may not be used to supplant(replace)existing funds in place to support current programs and related activities. 2.8 ALLOWABLE COSTS Allowable Costs are restricted to costs that comply with the Texas Uniform Grant Management Standards(UGMS)and applicable state and federal rules and law. The Parties agree that all the requirements of the UGMS apply to this Contract,including the criteria for Allowable Costs. Additional federal requirements apply if this Contract is funded,in whole or in part,with federal funds. 2.9 INDIRECT COST RATES The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for all applicable contracts. Grantee will provide the necessary financial documents to determine the indirect cost rate in accordance with the Uniform Grant Guidance(UGG)and Uniform Grant Management Standards(UGMS). ARTICLE III.STATE AND FEDERAL FUNDING 3.1 FUNDING This Contract is subject to termination or cancellation,without penalty to System Agency, either in whole or in part,subject to the availability of state funds.System Agency is a.state agency whose authority and appropriations are subject to actions of the Texas Legislature.If System Agency becomes subject to a legislative change,revocation of statutory authority,or lack of appropriated funds that would render either System Agency's or Grantee's delivery or performance under the Contract impossible or unnecessary, the Contract will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages,that are caused or associated with such termination,or cancellation,and System Agency will not be required to give prior notice. 3.2 NO DEBT AGAINST THE STATE This Contract will not be construed as creating any debt by or on behalf of the State of Texas. 3.3 DEBT AND DELINQUENCIES Grantee agrees that any payments due under the Contract shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including,but not limited to, delinquent taxes,delinquent student loan payments,and delinquent child support. 3.4 RECAPTURE OF FUNDS A. At its sole discretion,the System Agency may i)withhold all or part of any payments to Grantee to offset overpayments,unallowable or ineligible costs made to the Grantee,or if any required financial status report(s)is not submitted by the due date(s),or ii)require Grantee to promptly refund or credit-within thirty(30)calendar days of written notice- HHSC Granlee Urur.'.-rm Temis and Concb4ons Page 8 of 21 Y 2.16.1 Effechve 03/2612019 System Agency Contract No.HHS000077800035 Page 22 of 48 DocuSign Envelope ID:92B33617-FLEE-4ABE-8D55-6C09BC5DDA89 any funds erroneously paid by System Agency which are not expressly authorized under the Contract. B. "Overpayments" as used in this Section include payments (i) made by the System Agency that exceed the maximum allowable rates;(ii)that are not allowed under applicable laws, riles, 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 shall be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Contract. ARTICLE IV.ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.1 ALLOWABLE Cows A. System Agency will reimburse the allowable costs incurred in performingthe Project that are suB'iciently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract.At its sole discretion,the System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. The System Agency may take repayment (recoup) from funds available under this Contract in amounts necessary to fulfill Grantee's repayment obligations. Applicable cost principles,audit requirements,and administrative requirements include,but are not limited to: Applicable Entity Applicable Cost Audit Administrative Principles Requirements Requirements State,Local,and 2 GFR Part 200 and 2 CFR Part 200, 2 CFR Part 200 and Tribal UGMS Subpart F and UGMS Governments UGMS Educational 2 CFR Part 200 and 2 CFR Part 200, 2 CFR Part 200 and Institutions UGMS Subpart F and UGMS UGMS Non-Profit 2 CFR Part 200 and 2 CFR Part 200, 2 CFR Part 200 and Organizations UGMS Subpart F and UGMS UGMS HHSC Grantee Uiufotm Terms and Conditions Page 9 of 21 v 216.1 Effidive 031!612014 System Agency Contract No.HHS000077800035 Page 23 of 48 DocuSign Envelope ID:92833617-F1 EE-4ABE-8D55-6C09BC5DDA89 For-profit 48 CFR Part 31, 2 CFR Part 200, 2 CFR Part 200 and Organization Contract Cost Subpart F and UGMS other than a Principles and UGMS hospital and an Procedures,or organization Uniform cost named in OMB accounting Circular A-122 standards that 2 CFR Part, comply with cost 230)as not principles subject to that acceptable to the circular. federal or state awarding agency B. 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. 4.2 AU TS AND FINANCIAL STATEMENTS A. Audits i. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form.If Grantee fails to complete the form within thirty(30)calendar days after receipt of notice,Grantee will be subject to the sanctions and remedies for non-compliance with this Contract. ii. If Grantee,within Grantee's fiscal year,expends at least SEVEN HUNDRED FlF'TY THOUSAND DOLLARS($750,000)in federal funds awarded,Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200. The federal threshold amount includes federal funds passed through by way of state agency awards. iii. If Grantee,within Grantee's fiscal year,expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000)in state funds awarded,Grantee shall have a single audit or program-specific audit in accordance with 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. iv. 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. v. Each Grantee that is required to obtain a single audit must competitively re-procure single audit services once every six year;. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS. B. Financial Statements Each Grantee that does not meet the expenditure threshold for a single audit or program- specific audit,must provide financial statements. HHSCOrmtee 7.rAomtTermsand CorKhhons Page 10 of21 V 216.1 li divc031267019 System Agency Contract No.HHS000077800035 Page 24 of 48 DocuSign Envelope ID:921333617-F 1 EE-4ABE-8D55-6C09BC5DDA89 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS A. Audits Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year,Grantee shall submit electronically one copy ofthe single audit or program-specific audit to the System Agency via: i. HHS portal at:or, htM%-; .creak,hhs,statc_tx.usliewtwebemi-JAsuSau ii. Email to:single audit report@hhsc.state.tx.us. H. Financial Statements Due no later than nine months after the Grantee's fiscal year end,Grantees which are not required to submit an audit,shall submit electronically financial statements via: i. HHS portal at: httV s.:Jil s ortal lihs.Ktate.ta:.ss.°hrartwelhvxsr'h scSgl;or, ii. Email to:single audit report®hhsc.state.tx.us. ARTICLE V.AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 5.1 GENERALAFFIRMATIONs Grantee certifies that,to the extent General Affirmations are incorporated into the Contract under the Signature Document,the Grantee has reviewed the General Affirmations and that Grantee is in compliance with all requirements. 5.2 FEDERAL ASsoRANCEs Grantee further certifies that, to the extent Federal Assurances are incorporated into the Contract under the Signature Document, the Grantee has reviewed the Federal Assurances and that Grantee is in compliance with all requirements. 5.3 FEDERAL CERTIFICATIONS Grantee further certifies that,to the extent Federal Certifications are incorporated into the Contract under the Signature Document, the Grantee has reviewed the Federal Certifications and that Grantee is in compliance with all requirements.In addition,Grantee certifies that it is in compliance with all applicable federal laws,rules,and regulations,as they may pertain to this Contract. ARTICLE VI.INTELLECTUAL PROPERTY 6.1 OWNERSHIP OF WORK PRODUCT All right,title,and interest in the Work Product, including all Intellectual Property Rights therein,is exclusively owned by System Agency.Grantee and Grantee's employees will have no rights in or ownership of the Work Product or any other property of System Agency. Any and all Work Product that is copyrightable under United States copyright law is deemed to be"work made for hire"owned by System Agency,as provided by Title 17 of the United States Code. To the extent that Work Product does not qualify as a"work made for hire" under applicable federal law, Grantee hereby irrevocably assigns and transfers to System Agency, its successors and assigns,the entire right,title, and interest in and to the Work Product, including any and all Intellectual Property Rights embodied therein or associated HHSC Grantee Uniform Terns and Conditions Page 11 of 21 v 2 16.1 Efht=03/1612019 System Agency Contract No,HHS00007780003 5 Page 25 of 48 DocuSign Envelope ID:92833617-FLEE-4ABE-8D55-6C09BC5DDA89 therewith, and in and to all works based upon, derived from, or incorporating the Work Product,and in and to all income,royalties,damages,claims and payments now or hereafter due or payable with respect thereto,and in and to all causes of action,either in law or in equity for past,present or future infringement based on the copyrights,and in and to all rights corresponding to the foregoing. Grantee agrees to execute all papers and to perform such other property rights as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. In the event that Grantee has any rights in and to the Work Product that cannot be assigned to System Agency, Grantee hereby grants to System Agency an exclusive, worldwide, royalty-free, transferable, in-evocable, and perpetual license, with the right to sublicense, to reproduce, distribute, modify, create derivative works of,publicly perforin and publicly display,make,have made,use,sell and offer for sale the Work Product and any products developed by practicing such rights. 6.2GRANTEE's PRE-EXISTING WORKS To the extent that Grantee incorporates into the Work Product any works of Grantee that were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this Contract ("Incorporated Pre-existing Works"), Grantee retains ownership of such Incorporated Pre-existing Works, and Grantee hereby grants to System Agency an irrevocable,perpetual,non-exclusive,royalty-free,transferable,worldwide right and license, with the right to sublicense, to use, modify, copy, create derivative works of, publish, publicly perform and display,sell,offer to sell,make and have made,the Incorporated Pre- existing Works, in any medium, with or without the associated Work Product. Grantee represents,warrants,and covenants to System Agency that Grantee has all necessary right and authority to grant the foregoing license in the Incorporated Pre-existing Works to System Agency. 6.3 AGREEMENTS WITH EMPLOYEES ANP SuBCONTRACTORs Grantee shall have written,binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI. 6.4 DELIVERY 17PON TERMINATION OR EXPIRATION No later than the first calendar day after the termination or expiration of the Contract or upon System Agency's request,Grantee shall deliver to System Agency all completed,or partially completed,Work Product,including any Incorporated Pre-existing Works,and any and all versions thereof Grantee's failure to timely deliver such Work Product is a material breach of the Contract.Grantee will not retain any copies ofthe Work Product or any documentation or other products or results of Grantee's activities underthe Contract without the priorwritten consent of System Agency. 6.5 SURVIVAL The provisions and obligations of this Article VI survive any termination or expiration sof the Contract. HHSC Grantee Uniform Terms and Conditions Page 12 of 21 v.2.16.1 Ed'eclive 03126x2019 System Agency Contract No.HHS000077800035 Page 26 of 49 DocuSign Envelope ID:92B33617-F1EE-4ASE-8D55-6C09BC5DDA89 ARTICLE VII.RECORDS,AUDIT,AND DISCLOSURE 7.1 BOOKS AND RECORDS Grantee shall keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office, the United States Government, and their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract and all state and federal rules,regulations,and statutes. Unless otherwise specified in this Contract,Grantee shall 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. 7.2 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 shall permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, unrestricted access to and the right to examine any site where business is conducted or services are performed,and all records,which includes but is not limited to financial,client and patient records, books, papers or documents related to this Contract. If the Contract includes federal funds, federal agencies that shall have a right of access to records as described in this section include: the federal agency providing the funds, the Comptroller General of the United States,the General Accounting Office,the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that shall have a right of access to records as described in this section include: the System Agency, HHSC, HHSC's contracted examiners,the State Auditor's Office, the Office of the Texas Attorney General, and any successor agencies. Each of these entities may be a duly authorized authority. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of investigation or hearing, Grantee shall produce original documents related to this Contract.The System Agency and any duly authorized authority shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Grantee shall include this provision concerning the right of access to, and examination of, sites and information related to this Contract in any Subcontract it awards. 7.3 RESPONSE/COMPLIANCE.WITH AUDIT OR INSPECTION FINDINGS A. Grantee must act to ensure its and its Subcontractors' compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Contract and the services and Deliverables provided. Any such correction will be at Grantee's or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance shall be solely the decision of the System Agency B. As part of the services, Grantee must provide to 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 v 2.16.1 EHccUve 03/26+2019 System Agency Contract No.HHS000077800035 Page 27 of 48 DocuSign Envelope ID:92833617-F1 EE-4ABE-8D55-6C09BC5DDA89 7.4 SAO AUDIT A. The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a subcontract under the Contract. The 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, under the direction of the legislative audit committee,to conduct an audit or investigation in connection with those funds.Under the direction of the legislative audit committee,an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. B. Grantee shall comply with any rules and procedures of the state auditor in the implementation and enforcement of Section 2262.154 of the Texas Government Code. 7.5 CONFIDENTIALITY Grantee shall maintain as confidential,and shall not disclose to third parties without System Agency's prior written consent,any System Agency information including but not limited to System Agency's business activities, practices, systems, conditions and services. This section will survive termination or expiration of this Contract. ARTICLE VIII.CONTRACT REMEDIES AND EARLY TERMINATION 8.1 CONTRACT REMEDIES To ensure Grantee's full performance of the Contract and compliance with applicable law,the System Agency reserves the right to hold Grantee accountable for breach of contract or substandard performance and may take remedial or corrective actions,including,but not limited to: i, suspending all or part oftheContract; H. requiring the Grantee to take specific actions in order to remain in compliance with the Contract; iii. recouping payments made by the System Agency to the Grantee found to be in error; iv. suspending,limiting,or placing conditions on the Grantee's continued performance of the Project, v. imposing any other remedies,sanctions or penalties authorized under this Contract or permitted by federal or state statute,law,regulation or rule. 8.2 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. The System Agency's right to terminate the Contract for convenience is cumulative of all rights and remedies which exist now or in the future. 8.3 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: HHSL Grantee Uniform Terms and Con&tom Page 14of21 V.2.16.1 Effeeliva 03/262019 System Agency Contract No.HHS000077800035 Page 28 of 48 DocuSign Envelope ID:92633617-F1EE-4ABE-8D55-8C09BC5DDA89 i. Material Breach The System Agency will have the right to terminate the Contract in whole or in part if the System Agency determines, in 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. ii. 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. ARTICLE IX.MISCELLANEOUS PROVISIONS 9.1 AMENDMENT The Contract may only be amended by an Amendment executed by both Parties. 9.2 INSURANCE A. Unless otherwise speed in this Contract,Grantee shall acquire and maintain,for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee shall provide evidence of insurance as required under this Contract,including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. in the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract,Grantee shall secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation.If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. B. These and all other insurance requirements under the Contract apply to both Grantee and its Subcontractors, if any. Orantee is responsible for ensuring its Subcontractors' compliance with all requirements. 9.3 LEGAL ORLIGATIQNS Grantee shall 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 shall be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. HHSC Omwee Umform Terms and Conditions Page 15 of 21 v.116.1 Effective 0MV2019 System Agency Contract No.HHS000077800035 Page 29 of 48 DocuSign Envelope ID:921333617-171 EE-4Al3E-8D55-6C09l3C5DDA89 9.4 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Contract any state,county,city,or federal license,authorization,insurance,waiver,permit, qualification or certification required by statute,ordinance,law,or regulation to be held by Grantee to provide the goods or services required by this Contract. Grantee shall be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Contract. 9.5 INDEMNITY A. GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, ANWOR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS,ORDER FULFILLERS,OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY GRANTEE WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL, GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. B. THIS PARAGRAPH IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLEGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the evoidanoe of doubt, System Agency shall not indemnify Grantee or any other entity under the Contract. 9.6 ASSIGNMENTS A. Grantee may not assign all or any portion of its rights under, interests in, or duties required under this Contract without prior written consent of the System Agency, which may be withheld or granted at the sole discretion of the System Agency. Except where otherwise agreed in writing by the System Agency,assignment will not release Grantee from its obligations under the Contract. B. 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. HHSC Cmmlce Uniform Terms and Conditions Page 16 of 21 v.2.16.1 Effective 03fl6n019 System Agency Contract No.HHS000077800035 Page 30 of 48 DocuSign Envelope ID:92833617-F1EE-4ASE-BD55-6C09BC5DDA89 9.7 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third-party service providers shall serve as independent contractors in providing the services under the Contract.Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other panty's behalf.Should Grantee subcontract any of the services required in the Contract,Grantee expressly understands and acknowledges that in entering such subcontract(s), System Agency is in no manner liable to any Subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. Grantee shall have no claim against System Agency for vacation pay,sick leave,retirement benefits,social security,worker's compensation,health or disability benefits,unemployment insurance benefits,or employee benefits of any kind. The Contract shall not create any joint venture, partnership, agency, or employment relationship between Grantee and System Agency. 9.8 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(TGL). A TOL must be in writing, and mly 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 for all purposes when it is issued. 9.9 DISPUTE RESOLUTION A. The dispute resolution process provided for in Chapter 2260 of the Texas Government Code must be used to attempt to resolve any dispute arising under the Contract. B. If a contract dispute arises that cannot be resolved to the satisfaction of the Parties,either Party may notify the other Party in writing of the dispute. If the Parties are unable to satisfactorily resolve the dispute within fourteen(14)days of the written notification,the Parties must use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve the dispute.This provision will not apply to any matter with respect to which either Party may make a decision within its respective sole discretion. 9.10 GOVERNING LAW AND VENUE The Contract shall be governed by and construed in accordance with the laws of the State of Texas,without regard to the conflicts of law provisions.The venue of any suit arising under the Contract is fixed in any court of competent jurisdiction of Travis County,Texas,unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the System Agency. 9.11 SEVERABILITY If any provision contained in this Contract is held to be unenforceable by a court of law or equity,this Contract shall be construed as if such provision did not exist and the non- HHSC Gnmlee 1 inform Terms and Conditions Page 1'421 v 2.16.1 Effective 03124/2019 System Agency Contract No.HHS000077800035 Page 31 of 48 DocuSign Envelope ID:92B33617-F1EE-4ASE-8D55-6C09BC5DDA89 enforceability of such provision shall not be held to render any other provision or provisions of this Contract unenforceable. 9.12 SURVIVABILrrY Expiration or termination of the Contract for any reason does not release Grantee from any liability or obligation set forth in the Contract that is expressly stated to survive any such expiration or termination,that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the Contract, including without limitation the provisions regarding warranty, indemnification, confidentiality,and rights and remedies upon termination. 9.13 FORCE MAaEURE Neither Grantee nor System Agency shall be liable to the other for any delay in,or failure of performance, of any requirement included in the Contract caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of God, war, fires,explosions,hurricanes,floods,failure of transportation,or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence,such party is unable to overcome. 9.14 No WAIVER OF PROVISIONS The failure of the System Agency to object to or to take affirmative action with respect to any conduct of the Grantee which is in violation or breach of the terms of the Contract shall not be construed as a waiver of the violation or breach,or of any future violation or breach. 9.15 PUBLICITY A. 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 matter, including in any promotional or marketing materials,customer lists,or business presentations. B. 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. C. Contractor is prohibited from using the Work for any Contractor orthird party marketing, advertising, or promotional activities, without the prior written consent of System Agency. The foregoing prohibition includes, without limitation, the placement of banners,pop-up ads,or other advertisements promoting Contractor's or a third party's products,services,workshops,trainings,or other commercial offerings on any website portal or internet-based service or software application hosted or managed by Contractor as part of the Work. HHSC t mantee Uniform Terrm and Condiuomw Page IS of 21 v 2 16.1 E&W w 03/20019 System Agency Contract No.HHS000077800035 Page 32 of 49 DocuSign Envelope ID:92B33647-F1EE-4ABE-8D55-6C09BC50DA89 9.16 PROHIBITION ON NON-COMPETE RESTRICTIONS Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements that would limit or restrict such persons or entities from employment or contracting with the State of Texas. 9.17 NO WAIVER OF SOVEREIGN IMMUNITY Nothing in the Contract will be construed as a waiver of the System Agency's or the State's sovereign immunity.This Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas.The failure to enforce,or any delay in the enforcement,of any privileges,rights,defenses,remedies,or immunities available to the System Agency or the State of Texas under the Contract or under applicable law shall not constitute a waiver of such privileges,rights, defenses, remedies, or immunities or be considered as a basis for estoppel. System Agency does not waive any privileges, rights, defenses, or immunities available to System Agency by entering into the Contract or by its conduct prior to or subsequent to entering into the Contract. 9.18 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. 9.19 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, 9.20 PROPER AUTHORITY Each Party represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. 9.21 &VERIFY PROGRAM Grantee certifies that it utilizes and will continue to utilize the U.S.Department of Homeland Security's E-Verify system to determine the eligibility of: i. all persons employed to perform duties within Texas during the term of the Contract; and ii. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant to the Contract within the United States of America. 9.22 CIvtL RIGIrrs A. Grantee agrees to comply with state and federal anti-discrimination laws,including: L Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d of seq.); ii. Section 504 of the Rehabilitation Act of 1973(29 U.S.C.§794); iii. Americans with Disabilities Act of 1990(42 U.S.C. §12101 et seq.); iv. Age Discrimination Act of 1975(42 U.S.C. §§6101-6107); HHSC Grantee Uni form Terns and Conditions Page 19 of 21 v.2.16.1 Etfedive 0312 6/2 01 9 System Agency Contract No,HHS000077800035 Page 33 of 48 DocuSign Envelope ID:92833617-F1EE-4ABE-8D55.6C09BC5DDA89 v. Title IX of the Education Amendments of 1972(20 U.S.C.§§1681-1688); vi. Food and Nutrition Act of 2008(7 U.S.C. §2011 et seq.);and vii. The System Agency's administrative rules,as set forth in the Texas Administrative Code,to the extent applicable to this Contract. B. Grantee agrees to comply with all amendments to the above-referenced laws,and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may,on the grounds of race,color, national origin, sex, age, disability, political beliefs, or religion, be excluded from participation in or denied any aid,care,service or other benefits provided by Federal or State funding,or otherwise be subjected to discrimination. C. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15, prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information,both orally and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs,benefits,and activities. D. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: hti'hhhhVtsnnli11v u licatio s E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F, Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any civil rights complaints received relating to its performance under this Contract. 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 TTY Toll Free:(877)432-7232 Fax:(512) 438-5885. HHS['Grantee Uniform Terms and Condiuom Pagr.20 of 21 v 2.16.1 E&cbvc03/2&2019 System Agency Contract No.HHS000077800035 Page 34 of 48 DocuSlgn Envelope ID:92833617-F1EE-4ABE-SD55-6C09BC5DOA89 9.23 SYSTEM AGENCY DATA As between the Parties, all data and information acquired, accessed,or made available to Contractor by or through System Agency or System Agency contractors, including all electronic data generated, processed,transmitted, or stored by Contractor in the course of providing data processing services in connection with Contractor's performance hereunder, the"System Agency Data'),is owned solely by System Agency.Contractor has no right or license to use,analyze,aggregate,transmit,create derivatives of,copy,disclose,or process the System Agency Data except as required for Contractor to fulfill its obligations under the Contract or as authorized in advance in writing by System Agency. For the avoidance of doubt,Contractor is expressly prohibited from using,and from permitting any third party to use,System Agency Data for marketing,research,or other non-governmental or commercial purposes,without the prior written consent of System Agency. HHSC Grantee Uniform Terms end Condipons Page 21 of 21 v 2 16:1 EHegive 03126/2019 System Agency Contract No.HHS000077800035 Page 35 of 48 DocuSign Envelope ID:92B33617-F1EE-4ASE-BD55-6Co9BC5DDA89 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 1.01 NOTICE OF CONTRACT ACTION Grantee shall notify their assigned contract manager if Grantee has had any contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local,state or federal department or agency or entity; c. Date of the contract; d. Date of suspension or termination; and e. Contract or case reference number. SECTION 1.02 NOTICE OF BANKRUPTCY Grantee shall notify in writing its assigned contract manager of its plan to seek bankruptcy protection within five days of such action by Grantee. SECTION 1.03 NOTICE OF CRIMINAL.ACTIVITY AND DISCIPLINARY ACTIONS a. Grantee shall immediately report in writing to their contract manager when Grantee has knowledge or any reason to believe that they or any person with ownership or controlling interest in the organization/business, or their agent, employee, contractor or volunteer that is providing services under this Contract has: 1. Engaged in any activity that could constitute a criminal offense equal to or greater than a Class A misdemeanor or grounds for disciplinary action by a state or federal regulatory authority; or 2. Been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. b. Grantee shall not permit any person who engaged,or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed in writing by the System Agency. Section 1.04 Grantee's Notification of Change of Contact Person or Key Personnel The Grantee shall notify in writing their contract manager assigned within ten days of any change to the Grantee's Contact Person or Key Personnel. System Agency Contract No.HHS000077800035 Page 36 of 48 DocuSign Envelope ID:92633617-Fl EE-4A8E-8D55-6C09BC5DDA89 SECTION 1.05 NOTICE OF IRS OR TWC INSOLVENCY Grantee shall notify in writing their assigned contract manager their insolvency, incapacity or outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission within five days of the date of becoming aware of such. SECTION 1.06 DISASTER SERVICES In the event of a local, state, or federal emergency, including natural, man- made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the appropriate federal official, Grantee may be called upon to assist the System Agency in providing the following services: a. Community evacuation; b. Health and medical assistance; c. Assessment of health and medical needs; d. Health surveillance; e. Medical care personnel; f. Health and medical equipment and supplies; g. Patient evacuation; h. In-hospital care and hospital facility status; L Food, drug and medical device safety; j. Worker health and safety; k. Mental health and substance abuse; 1. Public health information; m. Vector control and veterinary services; and n. Victim identification and mortuary services. SECTION 1.07 CONSENT BY NON-PARENT OR OTHER STATE LAW TO MEDICAL CARE OF A MINOR Unless a federal law applies, before a Grantee or its contractor can provide medical, dental, psychological or surgical treatment to a minor without parental consent,informed consent must be obtained as required by Texas Family Code Chapter 32. SECTION 1.08 TELEMEDICINE/TELEPSYCHIATRY MEDICAL SERVICES If Grantee or its Contractor uses telemedicine/telepsychiatry, these services shall be in accordance with the Grantee's written procedures. Grantee must use a protocol approved by Grantee's medical director and equipment that complies with the System Agency equipment standards,if applicable. Grantee's procedures for providing telemedicine service must include the following requirements: a. Clinical oversight by Grantee's medical director or designated physician responsible for medical leadership; b. Contraindication considerations for telemedicine use; c. Qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d. Safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e. Use by credentialed licensed providers providing clinical care within the scope of their licenses; f. Demonstrated competency in the operations of the system by all staff members who are System Agency Contract No.HHS000077800035 Page 37 of 48 DocuSign Envelope ID:92633617-F1 EE-4ABE-8D55-6C09BC5DDA89 involved in the operation of the system and provision of the services prior to initiating the protocol; g. Priority in scheduling the system for clinical care of individuals; h. Quality oversight and monitoring of satisfaction of the individuals served;and L Management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under 25 Texas Administrative Code Rule§ 448.911. SECTION 1.09 SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY a. Grantee shall take reasonable steps to provide services and information both orally and in writing, in appropriate languages other than English, to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs,benefits and activities. b. Grantee shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. c. Grantee shall make every effort to avoid use of any persons under the age of 18 or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency, unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. SECTION 1.10 THIRD PARTY PAYORS Except as provided in this Contract, Grantee shall screen all clients and may not bill the System Agency for services eligible for reimbursement from third party payors,who are any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid,or other federal, state, local and private funding sources. As applicable,the Grantee shall: a. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs and bill those programs for the covered services; b. Provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; c. Allow clients that are otherwise eligible for System Agency services, but cannot pay a deductible required by a third-party payor, to receive services up to the amount of the deductible and to bill the System Agency for the deductible; d. Not bill the System Agency for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted; e. Maintain appropriate documentation from the third-party payor reflecting attempts to obtain reimbursement; system Agency Contract No.HHS000077800035 Page 38 of 48 DocuSign Envelope ID:92B33617-F1EE-4ASE-8Dw6C09BC6DDA89 f. Bill all third-party payors for services provided under this Contract before submitting any request for reimbursement to System Agency; and g. Provide third party billing functions at no cost to the client. SECTION 1.11 HIV/AIDS MODEL WORKPLACE GUIDELINES Grantee shall implement System Agency's policies based on the Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome(HN/AIDS),AIDS Model Workplace Guidelines for Businesses at b.ttp:,,.www.dshs.,,tate.tx.us/hivstd/polic olicirs.shtm, State Agencies and State Grantees Policy No. 090.021. Grantee shall also educate employees and clients concerning HN and its related conditions, including AIDS,in accordance with the Texas. Health& Safety Code §§ 85.112-114. SECTION 1.12 MEDICAL RECORDS RETENTION Grantee shall retain medical records in accordance with 22 TAC §165.1(b) or other applicable statutes,rules and regulations governing medical information. SECTION 1.13 NOTICE OF A LICENSE ACTION Grantee shall notify their contract manager of any action impacting its license to provide services under this Contract within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local,state or federal department or agency or entity; c. Date of the license action; and d. License or case reference number. SECTION 1.14 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 for the extension. d. Grantee will provide and invoice for services in the same manner that is stated in the Contract. e. An interim extension under Section (b)(1) above shall extend the term of the contract not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period. f An interim extension under Section(b)(2) above shall be a one-time extension for a period determined by the System Agency. SECTION 1.15 ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY AND SECURITY STANDARDS a. Applicability: System Agency Contract No.HHS000077800035 Page 39 of 48 DocuSign Envelope ID:92B33817-F1 EE-4ABE-81355-6C0913CMDA89 The following Electronic and Information Resources (EIR) requirements apply to the Contract because the Grantee performs services that include EIR that the System Agency's employees are required or permitted to access, or members of the public are required or permitted to access. This Section does not apply to incidental uses of EIR in the performance of the Agreement, unless the Parties agree that the EIR will become property of the State of Texas or will be used by HHSC's clients or recipients after completion of the Agreement. Nothing in this section is intended to prescribe the use of designs or technologies or to prevent the use of alternative technologies, provided they result in substantially equivalent or greater access to and use of a Product. b. Definitions: Accessibility Standards" means accessibility standards and specifications for Texas agency and institution of higher education websites and EIR set forth in 1 TAC Chapter 206 and/or Chapter 213. Electronic and Information Resources" means information resources, including information resources technologies, and any equipment or interconnected system of equipment that is used in the creation, conversion, duplication, or delivery of data or information. The term includes telephones and other telecommunications products, information kiosks, transaction machines, Internet websites, multimedia resources, and office equipment, including copy machines and fax machines. Electronic and Information Resources Accessibility Standards" means the accessibility standards for electronic and information resources contained in 1 Texas Administrative Code Chapter 213. Product" means information resources technology that is or is related to EIR. Web Site Accessibility Standards/ Specifications" means standards contained in Volume 1 Tex. Admin. Code Chapter 206(c)Accessibility Requirements. Under Tex. Gov't Code Chapter 2054, Subchapter M, and implementing rules of the Texas Department of Information Resources,the System Agency must procure Products and services that comply with the Accessibility Standards when those Products are available in the commercial marketplace or when those Products are developed in response to a procurement solicitation. Accordingly, Grantee must provide electronic and information resources and associated Product documentation and technical support that comply with the Accessibility Standards. c. Evaluation,Testing, and Monitoring 1. The System Agency may review, test, evaluate and monitor Grantee's Products and services, as well as associated documentation and technical support for compliance with the Accessibility Standards. Review, testing, evaluation and monitoring may be conducted before and after the award of a contract. Testing and monitoring may include user acceptance testing. Neither the review, testing (including acceptance System Agency Contract No.HHS000077800035 Page 40 of 49 DocuSign Envelope ID:92B33617-F1EE-4ABE-8D5"C09BC5DDA89 testing),evaluation or monitoring of any Product or service,nor the absence of review, testing, evaluation or monitoring, will result in a waiver of the State's right to contest the Grantee's assertion of compliance with the Accessibility Standards. 2. Grantee agrees to cooperate fully and provide the System Agency and its representatives timely access to Products, records, and other items and information needed to conduct such review,evaluation,testing,and monitoring. d. Representations and Warranties 1. Grantee represents and warrants that: i. As of the Effective Date of the Contract, the Products and associated documentation and technical support comply with the Accessibility Standards as they exist at the time of entering the Agreement,unless and to the extent the Parties otherwise expressly agree in writing; and H. If the Products will be in the custody of the state or a System Agency's client or recipient after the Contract expiration or termination, the Products will continue to comply with Accessibility Standards after the expiration or termination of the Contract Term, unless the System Agency or its clients or recipients, as applicable,use the Products in a manner that renders it noncompliant. 2. In the event Grantee becomes aware, or is notified that the Product or service and associated documentation and technical support do not comply with the Accessibility Standards, Grantee represents and warrants that it will, in a timely manner and at no cost to the System Agency,perform all necessary steps to satisfy the Accessibility Standards, including remediation, replacement, and upgrading of the Product or service, or providing a suitable substitute. 3. Grantee acknowledges and agrees that these representations and warranties are essential inducements on which the System Agency relies in awarding this Contract. 4. Grantee's representations and warranties under this subsection will Survive the termination or expiration of the Contract and will remain in full force and effect throughout the useful life of the Product. e. Remedies 1. Linder Tex. Gov't Code § 2054.465, neither the Grantee nor any other person has cause of action against the System Agency for a claim of a failure to comply with Tex. Gov't Code Chapter 2054, Subchapter M, and rules of the Department of Information Resources. 2. In the event of a breach of Grantee's representations and warranties,Grantee will be liable for direct,consequential,indirect,special,or liquidated damages and any System Agency Contract No.HHS000077800035 Page 41 of 48 DocuSign Snvelope ID:92B33617-F1 EE-4ABE-8D55-6C09BC5DDA89 other remedies to which the System Agency may be entitled under this Contract and other applicable law. This remedy is cumulative of any other remedies to which the System Agency may be entitled under this Contract and other applicable law. SECTION 1.16 CHILD ABUSE REPORTING REQUIREMENT a. Grantees shall comply with child abuse and neglect reporting requirements in Texas Family Code Chapter 261. This section is in addition to and does not supersede any other legal obligation of the Grantee to report child abuse. b. Grantee shall develop, implement and enforce a written policy that includes at a minimum the System Agency's Child Abuse Screening, Documenting, and Reporting Policy for Grantees/Providers and train all staff on reporting requirements. c. Grantee shall use the System Agency's Child Abuse Reporting Form located at www.d,hs.state.tx,us/childabqLevppjjU as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. SECTION 1.17 GRANTXE'S CERTIFICATION OF MEETING OR l;'}rCEJ.DING TOBACCO-FREE WORKPLACE POLICY MINIMUM.STANDARDS. Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all the following minimum standards of: a) Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; b) Designating the property to which this Policy applies as a "designated area," which must at least comprise all buildings and structures where activities funded under this Contract are taking place, as well as Grantee owned, leased, or controlled sidewalks, parking lots, walkways, and attached parking structures immediately adjacent to this designated area; c) Applying to all employees and visitors in this designated area; and d) Providing for or referring its employees to tobacco use cessation services. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. SECTION 1.18 PROGRAM EQUIPMENT, PROGRAM SUPPLIES, PROPERTY NtkNAGEME'tiT AND REPORTING. a. Grantee shall initiate the purchase of all Equipment approved in writing by the System Agency in the first quarter of the Contract tern,as applicable. Failure to timely initiate the purchase of Equipment may result in the loss of availability of funds for the purchase of Equipment. Requests to purchase previously approved Equipment after the first quarter in the Contract must be submitted to the assigned System Agency contract manager. b. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment,communication devices and systems,medical and laboratory equipment, and media equipment. Controlled Assets are considered Supplies. System Agency Contract No.HHS000077800035 Page 42 of 49 DocuSign Envelope ID:92833617-F1EE-4ASE-6D55-6C09BC5DDAB9 c. Grantee shall maintain an inventory of Equipment, supplies defined as Controlled Assets, and real property and submit an annual cumulative report of the equipment and other property on HHS System Agency Grantee's Property Inventory Report to the assigned System Agency contract manager by e-mail not later than October 15 of each year. d. System Agency funds must not be used to purchase buildings or real property without prior written approval from the System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. e. At the expiration or termination of this Contact for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to System Agency. Title may be transferred to any other party designated by System Agency. The System Agency may,at its option and to the extent allowed by law,transfer the reversionary interest to such property to Grantee. System Agency Contract No.HHS000077800035 Page 43 of 48 DocuSign Envelope ID:92833617-F1EE-4ABE-8D55-6COgBC5DDA89 ATTACHMENT E FEDERAL ASSURANCES AND LOBBYING FORM Mew Burden&atenrart OMS Number 41140-0007 Expiration Date: 02Q0/2022 ASSURANCES-NON-CONSTRUCTION PROGRAMS Public reporting burden for this collection of information a estimated to average 15 minutes per response,including lima for reviewing instructions.searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information Send comments regarding the burden estimate or any other aspect of this collection of information,including suggestions for I reducing this burden,to the Office of Management and Budget,Paperwork Reduction Project(0348-0040),Washington,DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE= Certain of these assurances may not be applicable to your project or program.If you have questions,please contact the awarding agency.Further,certain Federal awarding agencies may require applicants to certify to additional assurances. If such is the case,you will be notified. As the duly authorized representative of the applicant,I certify that the applicant: 1 Has the legal authority to apply for Federal assistance Act of 1973,as amended(28 U S.0 §794),which and the institutional,manager al and f nanc all capability prohibits discrimination on the basis of handicaps;(d) including funds sufficient to pay the non-Federal share the Age Discrimination Act of 1975,as amended(42 U of project cost)to ensure proper planning,management S.C.§0101-6107),which prohibits discrimination on and completion of the project descr bed in this the basis of age;(e)the Drug Abuse Office and application Treatment Act of 1972(P.L.92-255),as amended, relating to nondiscrimination on the basis of drug 2 W II give the awarding agency,the Comptroller General abuse,(f)the Comprehensive Alcohol Abuse and of the United States and,N appropriate,the State, Alcoholism Prevention Treatment and Rehabilitation through any authorized representative access to and Act of 1970(P L.91-616),as amended, relating to the right to examine all records,books,papers,or nondiscrimination on the basis of alcohol abuse or documents related to the award.and will establish a alcoholism;(g)§§523 and 527 of the Public Health proper accounting system.n accordance with generally Service Act of 1912(42 U.S.G.§§290 dd-3 and 290 accepted accounting standards or agency d-rectives. ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient records;(h)Title V1 11 of the Civil 3. Will establish safeguards to prohibit employees from Rights Act of 1 W8(42 U.S.C.§§3601 et seq.),as using their positions for a purpose that constitutes or amended,relating to nondiscrimination in the sale, presents the appearance of personal or organizational rental or financing of housing;(i)any other conflict of interest,or persona gain. nondiscrimination provisions in the specific statutes) under which application for Federal assistance is being 4 W 11 Initiate and complete the work within the applicable made;and,(p the requirements of any other time frame after receipt of approval of the award ing nondiscrimination statute(s)which may apply to the agency application. 5. Will comply with the Intergovernmental Personnel Ad of 7. Will comply,or has already compiled,with the 1970(42 U.S.C.§§4726-4763)relating to prescribed requirements of Tines li and Ili of the Uniform standards for merit systems for programs funded under Relocation Assistance and Real Property rAcquisitionprovide one of the 18 statutes or regulations spedNed in Policies qu to 1870(Pm.91.646)which provide for Appendix A of OPM's Standards for a Merit System of fair and equitable treatment s persons displaced or Personnel Administration(5 C.F.R.900,Subpart F). whose Property d acquired as a result u Fedora!or federally-assisted programs.These requirements apply to all interests in real property acquired for B. Will comply with all Federal statutes relating to pro)ect purposes regardless of Federal participation in nondiscrimination.These include but are not_imited to purchases. a)Title VI of the Civil Rights Act of 1964(P.L 88-352) Mich prohibits discrimination on the basis of race,color 8 Will comply,as applicable,with provisions of the or national origin;(b)Title!X of the Education Hatch Act(5 U.S.C.§§1501.1508 and 7324.7328) Amendments of 1972,as amended(20 U S C§§1681- wh-ch limit the political activities of employees whose 1683, and 1685-1686),which prohibits disu.mination on principal employment activities are funded in whole the basis of sex;(c)Section 504 of the Rehabl.ttation or in part with Federal funds. PreWous 111dfllon usable 811arrdrwd Form 4246(Rev.7-97) Authorized for Local Reproduction Prescribed by ONS circular A-102 System Agency Contract No.HHS000077800035 Page 44 of 48 DocuSign Envelope ID:92B33617-F1Erz-4ABE.6D55-6CO9BC5DDA89 9. Will comply.as applicable,with the provisions of the Davis- 13. Will assist the awarding agency in assur ng compliance Bacon Ad(40 U S.C.§§276a to 276a-7),the Copeland Act with Section 106 of the National Historic Preservation 40 U.S.C.§278c and 16 U.S.C.§874) and the Contract Act of 1966,as amended(16 U.S.0 §470),EO 11593 Work Hours and Safety Standards Act(40 U S.C.§§327- identification and protection of historic properties),and 333),regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of construction subagreements 1974(16 U S C §§469a-1 et seq.) 10. Will comply if applicable,with flood insurance purchase 14. Will comply with P L 03-M regarding the protedion of requirements of Section 102(a)of the Flood Disaster human subjects involved in research,development,and Protection Ad of 1973(P.L 93.234)which requires related ediv ties supported by this award of assistance recipients in a special flood hazard area to participate In the program and to purchase flood-nsurance 0 the totM cost of 15. Will comply with the Laboratory An rnal Welfare Act of insurable construction and acquisition is$10,000 or more. 1968(P L 89.544,as amended,7 U S.C.§§2131 at seq.)pertaining to the care,handling,and treatment of 11 Will comply with environmental standards which may be warm blooded an-mals held for research,teaching.or prescribed pursuant to the following:(a)institution of other activities supported by this award of assistance environmental qua'ity control measures under the National Environmental Pot cy Act of 1969(P.L.91-190)and 16. Will comply with the Lead-Based Paint Poisoning Executive Order(EO)11514;(b)notification of violating Prevention Ad(42 U.S.C.§§4801 at seq)wh:ch facia ties pursuant to EO 11738:(c)protection of wetlands prohibits the use of bad-based paint in construction or pursuant tD EO 11990,(d)evaluation of flood hazards in rehabilitation of residence structures. floodplain In accordance with EO 11986;(e)assurance of 17 Will cause to be performed the required financ a and project consistency with the approved State management compliance audh in accordance with the Single AuditprogramdevelopedundertheCoastalZoneManagementActAmendmentsof1996andOMSCrcularNo.A-133,Ad of 1972(18 U S C %1451 st seq.);(f)conformity of Audits of States,Local Governments,and Non-ProfitFederalactionstoState(Clean Air)Implementation Plans Organizations." under Section 176(c)of the Clean Air Act of 1955,as amended(42 U S.0 §§7401 at seq.);(g)protection of 18. Will comply with all applicable requirements of a I other underground sources of drink ng water under the Safe Federal laws,executive orders regulations and policies Drinking Water Act of 1974,as amended(P.L 93523); governing this program. and,(h)protection of endangered species under the Endangered Species Ad of 1973,as amended(P.L.93- 19. Will comply with the requirements of Section 106(21 of 205) the Trafficking Victims Protection Act(NPA)of 2000,as amended(22 U S C.7104)which prohibits grant award 12. Will comply with the Wild and Scenic Rivers Ad of recipients or a sub-recipient from(1)Engaging in severe1968(16 U.S.C.§§1271 et seq)related to protecting forms of trafficking in persons during the period of time components or potential components of the national that the award is In effect(2)Procuring a commercial wild and scenic rivers system, sex ad during the period of time that the award is in effect or(3)Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE APPLICANT ORGANIZATION DATE SUBMITTED ftity of Ck[ standard Faun 4248(Rev.7.07)Bedc System Agency Contract No.HHS000077800035 Page 45 of 48 DocuSign Envelope ID:92B33617-F 1 EE-4ABE-8D55-6C09BC5DDA89 CERTIFICATION REGARDING LOBBYING Certhical on for Contracts Grants,Loans and Cooperative Agreements The undersigned certifies.tothe best of h s or her knowledge and belief,that 1)No Federal appropriated funds have been paid or wl'be paid,by or on behalf of the undersigned,to arty person for influencing or attempting to influen ere an officer or employee*fen agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress In connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement and the extension,continuation renew&',amendment,or mods icatm of any Federal contract.grant,loan,or cooperative agreement 2)It any fonds other man Federal appropriated funds have been paid or will be paid to any person fa influencing or attempting to Influence an officer or employee of any agency,a Member of Congress,an of lcer or employee of Congress,or an employee of a Member of Congress n connection with this Federal contract,grant,loan,a cooperative agreement,the undersigned shall complete and submit Standard FomrLLL.'Disclosure of Lobbying Adivities'In accordance with is Instructions 3)The undersigned shall require that the language or this certification be included in the award documents for all subawards at all ders(Ii,duding subcontracts,subgrants,and contracts under grants.loans,and cooperative agreements)and that all subrecip'ents she'certify and disclose accordingly This cartiflcalbn Is a material representation of fad upon which reliance was placed when this transaction was made or entered into.Submission of this certification Is a prerequisite for making or entering Intothls transaction Imposed by section 1352.this 31,U.S Code.Anypersen whotails to Ale the requirad cerltie&tion shall be subject to a civil penalty of not less than$10.000 and net more than$100,000 for each such failure Statement for Loan Guarantees and Loon insurance The undersigned states,to the best of his or her knowledge and ballet,thal: If arryfunds have been paid or will be paid to any person for ntluencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this conwritment proNding for the United Slates to insure or guarantee a loan,the undersigned shall complete and submit Standard Farm-LLL.'Disdosure of Lobbying Activities,"in accordance wtih its Instructions.Submission of this statement Is a prerequisite for making a entering Intothls transaction Imposed by section 1352 Utie 31,U.S.Code Any person whofells to Ale the required statement shall be subject toa civil penalty of not less then$10,000 and not more then$100,000 for each such failure. APPLICANTS ORGANIZATION PTY 01 LUID12OCK PRINTF NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefut: Flrsl Name:Prr 1 Miidde Name: Lest Name suffix; Tine: a o r SIGNATURE-hATF System Agency Contract No.HHS000077800035 Page 46 of 48 DocuSign Envelope ID:92833617-F I EE-4ABE-8D5"C09BC5DDA89 ATTACHMENT F FFATA CERTIFICATION Fiscal Federal Funding Accountability and Transparency Act FFATA)CERTIFICATION The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law.If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that It will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances.jj(At Slanor cannot certify all of the statements contained In this section. Signor must Provide written notice to DSHS detain which of the below statements!t cannot cert(fNv and wh . Legal Name of Contractor. FFATA Contact#1 Name,Email and Phone Number. Primary Address of Contractor.FFATA Contact#2 Name,Email and Phone Number. ZIP Code:9-dlgks Required www.usos.com DUNS Number.9-dIglts Required www.sam.aoy State of Texas Comptroller Vendor identification Number(VIN)14 Digits Printed Name of Authorized Representative Signature of Authorized Representative Daniel Pope Title of Authorized Representative Date Mayor 1 - Department of Slate Health Services Form 4794—June 2018 System Agency Contract No.HHS000077800035 Page 47 of 48 DocuSign Envelope ID:92833617-F1EE-4ABE-8D55-6C09BC5DDA89 Fiscal Federal Funding Accountability and Transparency Act FFATA)CERTIFICATION As the duly authorized representative(Signor)of the Contractor,I hereby certify that the statements made by me in this certification form are true,complete and correct to the best of my knowledge. Did your organization have a gross income,from all sources, of less than $300,000 in your previous tax year?Yes L)No ff your answer is"Yes",skip questions"A","B",and"C'and finish the certification. If your answer is"No",answer questions"A"and"B". A.Certification Regarding%of Annual Gross from Federal Awards. Did your organization receive 80%or more of its annual gross revenue from federal awards duringthe preceding fiscal year?Yes No B.Certif cat on RegjardIngRegardingAmount of AnDual Gross from Federal Did your organization receive$25 million or more in annual gross revenues from federal awards in the preceding fiscal year?Yes []No ff your answer is"Yes"to both question"A"and"B",you must answer question"C". ff your answer Is "No"to either question "A" or"B", skip question "C" and finish the certification. C.Certification Retarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization(including parent organization,all branches, and all affiliates worldwide)through periodic reports filed under section 13(a)or 15(d) of the Securities Exchange Act of 1934(15 U.S.C.78m(a),78o(d))or section 6104 of the Internal Revenue Code of 1986?Yes No If your answer Is"Yes"to this question,where can this Information be accessed? If your answer Is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. Provide compensation information here: e2_ Crponment of State Heaxh8lMCes Form 4734—Jun*2013 System Agency Contract No.HHS000077800035 Page 48 of 48 DocuSign Envelope ID:92833617 F1EE-4ASE-8055-6098C51)DA89 HHS DATA UsE AGREEMENT This Data Use Agreement("DUA'), effective as of the date the Base Contract into which it is incorporated is signed("Effective Date), is entered into by and between a Texas Health and Human Services Enterprise agency("HHS"),and the Contractor identified in the Base Contract, a political subdivision of the State of Texas("CONTRACTOR. ARTICLE 1. PURPOSE;APPLICABILITY;ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the Confidential Information.45 CFR 164.504(e)(1)-(3).This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA, if any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions,conflicts with this DUA,this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following:Health Insurance Portability and Accountability Act of 1996,Public Law 104-191 (42 U.S.C. §1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments,regulations and guidance issued thereafter; The Social Security Act,including Section 1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code,Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas Government Code §2054.1125. In addition, the following terms in this DUA are defined as follows: Authorized Purpose"means the specific purpose or purposes described in the Statement of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. Authorized User"means a Person: 1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential Information pursuant to this DUA; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)August 29,2019 Page 1 of 15 DocuSign Envelope ID:921333617-F1 EE-4ABE-8055-6C0913050DA89 2) For whom CONTRACTOR warrants and represents has a demonstrable need to create,receive, maintain, use, disclose or have access to the Confidential Information; and 3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DUA. Confidential Information"means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR,or that CONTRACTOR may,for an Authorized Purpose,create,receive,maintain, use,disclose or have access to, that consists of or includes any or all of the following: 1) Client Information; 2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information(herein"PHI"); 3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; 4) Federal Tax Information; 5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA and Personal Identi jf ng Information under the Texas Identity Theft Enforcement and Protection Act; 6) Social Security Administration Data including, without limitation, Medicaid information; 7) All privileged work product; 8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. Legally Authorized Representative"of the Individual,as defined by Texas law,including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6);Tex.H. &S.Code §166.164; and Estates Code Ch. 752. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION 3.01 Obligations of CONTRACTOR CONTRACTOR agrees that: A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent any portion of the Confidential Information from being used in HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)August 29,2019 Page 2 of 15 DocuSign Envelope ID:92833617-F1EE-4ABE-8D55-6C09BC5DDA99 a manner that is not expressly an Authorized Purpose under this DUA or as Regruired 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 CFIL 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 EMose. HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health &Safety Code§181.101 All of CONTRACTOR's Authorized Users, Workforce and Subcontractors with access to a state computer system or database will complete a cybersecurity training program certified under Texas Government Code Section 2054.519 by the Texas Department of Information Resources or offered under Texas Government Code Sec. 2054.519(f). C) CONTRACTOR will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45 C.F.R. 164.308(a)(1)(li)(C); 164.530(e); 164.410(6);164.530(6)(1) D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request.45 CFR 164.504(e)(2)(U)(A) E) CONTRACTOR will not attempt to re-identify or further identify Confidential Information or De-identified Information,or attempt to contact any Individuals whose records are contained in the Confidential Information except for an Authorized Purpose, without express written authorization from HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(1) and (ii) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) and(4); Texas Health &Safety Code Ch. 181.002 F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to carry out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)August 29,2019 Page 3 of 15 DocuSign Envelope ID:92933617-F1EE-4ABE-8D55-6C09BC5DDA89 with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii), 164.504(e)(1)r) and(2). G) CONTRACTOR is directly responsible for compliance with,and enforcement of, all conditions for creation, maintenance,use, disclosure,transmission and Destruction of Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use.45 CFR 164.504(e)(5);42 CFR 431.300,et seq. H) If CONTRACTOR maintains PHI in a Designated Record Set which is Confidential Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a Designated Record Set upon request.CONTRACTOR will provide PHI to an Individual, or Legally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Privacy Regulations. CONTRACTOR will release PHI in accordance with the HIPAA Privacy Re lguationsupon 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)(U)(E) and(F). J) If PHI is subject to this Agreement,CONTRACTOR will document and make available to HHS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations.45 CFR 164.504(e)(2)(U)(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.tions. 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);l TAC 202. M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may use PHI for the proper management and administration of CONTRACTOR or to carry out CONTRACTOR's HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)August 29,2019 Page 4 of 15 DocuSign Envelope ID:92833617-F1EE-4ABE-8D55-6C096C50DA89 legal responsibilities. Except as otherwise limited by this DUA,the Base Contract,or law applicable to the Confidential Information, CONTRACTOR may disclose PHI for the proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if: 45 CFR 164.504(e)(4)(A). 1) Disclosure is Required by Law,provided that CONTRACTOR complies with Section 3.01(D);or 2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; b) Use or fiuther 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)(ir)(B). N) Except as otherwise limited by this DUA, CONTRACTOR will, if required by law and requested by HHS,use commercially reasonable efforts to use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA. 45 C.F.R. §164.501 and permitted by HIPAA.45 CFR 164.504(e)(2)(i)(B) 0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, send to HHS or Destroy. at HHS's election and to the extent reasonably feasible and permissible by law,all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destroyed or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential Information if federal law, state law, the Texas State Library and Archives Commission records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction.If such delivery or Destruction is not reasonably feasible,or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible,and agree to extend indefinitely the protections of this DUA to the Confidential Information and limit its further uses and disclosures to the purposes that make the return delivery or Destruction of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information.45 CFR 164.504(e)(2)(U)(J) HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)August 29,2019 Page 5of15 DocuSign Envelope ID:921333$17-F1 EE-4ABE-8D55-6Co9BC5DDA89 P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably anticipated threats or hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306;164.530(c) Q) If CONTRACTOR accesses,transmits, stores,and/or maintains Confidential Information, CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the HHS information security and privacy initial inquiry(SPI) at Attachment 1 . The SPI identifies basic privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by HHS as required by state and federal law, based on the type of Confidential Information CONTRACTOR creates, receives, maintains, Uses, discloses or has access to and the Authorized Purpose and level of risk. CONTRACTOR's security controls will be based on the National Institute of Standards and Technology (NIST) Special Publication 800-53. CONTRACTOR will update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Information and will provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements.45 CFR 164.306 R) CONTRACTOR will establish, implement and maintain reasonable procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality,integrity,and availability of the Confidential Information,and with respect to PHI, as described in the HIPAA Privacy and Security Regulations, or other applicable laws or regulations relating to Confidential Information, to prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards); 164.530(c)(privacy safeguards). S) CONTRACTOR will designate and identify, a Person or Persons, as Privacy Official 45 CFR 164.530(a)(1)and Information Security Official,each of whom is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA. CONTRACTOR will provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change. If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HHS request.45 CFR 164.308(a)(2). T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further,that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.502;164.514(d). HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)August 29,2019 Page 6 of 15 DocuSign Envelope ID:92633617-F1EE-4ABE-8D55-6C09BC5DDA89 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 terns of this DUA, at all times and supply it to HHS,as directed, upon request. V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breachto 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(1)(1). W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from,created by,or received,used or disclosed by CONTRACTOR for an Authorized Purpose for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308;164.514(d). X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to,or copies of,PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secre 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 EnMXtion at an appropriate level. If required by rule,regulation or law,HHS Confidential Information at rest requires Encryption unless there is other adequate administrative, technical, and physical security.All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system,media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation,audit or the Discovery of an Event or Breach.Otherwise,requested production of such proof will be made as agreed upon by the parties.De-identification of HHS Confidential Information is a means of security. With respect to de-identification of PHI, secure" means de-identified according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312, 164.530(d). Z) For each type of Confidential Information CONTRACTOR creates,receives, maintains,uses,discloses,has access to or transmits in the performance of the Statement of Work, CONTRACTOR will comply with the following laws rules and regulations, only to the extent applicable and required by law: Title 1, Part 10, Chapter 202, Subchapter B,Texas Administrative Code; HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)August 29,2019 Page 7 of 15 DocuSign Envelope ID:92833617-F1 EE-4ABE-8D55-6C09BC5DDA89 The Privacy Act of 1974; OMB Memorandum 07-16; The Federal Information Security Management Act of 2002(FISMA); The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DUA; Internal Revenue Publication 1075 —Tax Information Security Guidelines for Federal, State and Local Agencies; National Institute of Standards and Technology(NIST) Special Publication 800-66 Revision 1 An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; NIST Special Publications 800-53 and 800-53A—Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; NIST Special Publication 800-47 — Security Guide for Interconnecting Information Technology Systems; NIST Special Publication 800-88, Guidelines for Media Sanitization; NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI; and Any other State or Federal law,regulation,or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat any Personal Identifying Information it creates,receives,maintains,uses,transmits,destroys and/or discloses in accordance with Texas Business and Commerce Code, Chapter 521 and other applicable regulatory standards identified in Section 3.01(Z), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with HIPAA and other applicable regulatory standards identified in Section 3.01(Z). ARTICLE 4. BREACH NOTICE,REPORTING AND CORRECTION REQUIREMENTS 4.01 Breach or Event Notification to HHS.45 CFR 164.400424. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)August 29,2019 Page 8 of 15 DocuSign Envelope ID:92B33617-F1EE-4ASE-8D55-6C09BCSDDA89 A) CONTRACTOR will cooperate fully with HHS in investigating,mitigating to the extent practicable and issuing notifications directed by HHS, for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS. B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues,until all effects of the Event are mitigated to HHS's reasonable satisfaction(the"incident response period").45 CFR 164.404. C) Breach Notice: 1) Initial Notice. a) For federal information,including without limitation, Federal Tax Information, Social Security Administration Data,and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after Discovery,or in a timeframe otherwise approved by HHS in writing,initially report to HHS's Privacy and Security Officers via email at: privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. b) Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information.45 CFR 164.410. c) Name, and provide contact information to HHS for, CONTRACTOR's single point of contact who will communicate with HHS both on and off business hours during the incident response period. 2) Formal Notice.No later than two business days after the Initial Notice above, provide formal notification to privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA, including all reasonably available information about the Event or Breach, and CONTRACTOR's investigation, including without limitation and to the extent available.For(a)-(m)below.45 CFR 164.400-414. a) The date the Event or Breach occurred; b) The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery; c) A brief description of the Event or Breach; including how it occurred and who is responsible(or hypotheses, if not yet determined); HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)August 29,2019 Page 9of15 DocuSign Envelope ID:92833617-F1EE-4ABE-8D55-6C09BC5DDA89 d) A brief description of CONTRACTOR's investigation and the status of the investigation; e) A description of the types and amount of Confidential Information involved; f) Identification of and number of all Individuals reasonably believed to be affected,including first and last name of the Individual and if applicable the, Legally Authorized Representative, last known address, age,telephone number,and email address if it is a preferred contact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; g) CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; h) CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential harm,including without limitation CONTRACTOR's provision of notifications, credit protection, claims monitoring, and any specific protections for a Legally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; i) The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); 0) The steps CONTRACTOR has taken, or will take, to prevent or reduce the likelihood of recurrence of a similar Event or Breach; k) Identify, describe or estimate the Persons, Workforce, Subcontractor,or Individuals and any law enforcement that may be involved in the Event or Breach; 1) A reasonable schedule for CONTRACTOR to provide regular updates during normal business hours to the foregoing in the future for response to the Event or Breach, but no less than every three (3) business days or as otherwise directed by HHS, including information about risk estimations,reporting,notification,if any,mitigation,corrective action,root cause analysis and when such activities are expected to be completed; and HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)August 29,2019 Page 10 of 15 DocuSign Envelope ID:92B33617-FLEE-4ABE-8D55-6C09BC5DDA89 m) Any reasonably available,pertinent information,documents or reports related to an Event or Breach that HHS requests following Discovery. 4.02 Investigation,Response and Mitigation.45 CFR 164.308, 310 and 312; 164.530 A) CONTRACTOR will immediately conduct a full and complete investigation, respond to the Event or Breach, commit necessary and appropriate staff and resources to expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction of HHS. B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach, and provide the final assessment, corrective actions and mitigations to HHS for review and approval. C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach,or to recover or protect any Confidential Information, including complying with reasonable corrective action or measures,as specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract. 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 Authorities) A) HHS may direct CONTRACTOR to provide Breach notification to Individuals,regulators or third-parties,as specified by HHS following a Breach. B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all regulatory requirements regarding the time, manner and content of any notification to Individuals, regulators or third-parties, or any notice required by other state or federal authorities. HHS shall have ten (10) business days to provide said feedback to CONTRACTOR_Notice letters will be in CONTRACTOR's name and on CONTRACTOR's letterhead,unless otherwise directed by HHS,and will contain contact information,including the name and title of CONTRACTOR's representative, an email address and a toll-free telephone number,if required by applicable law,rule,or regulation,for the Individual to obtain additional information. C) CONTRACTOR will provide HHS with copies of distributed and approved communications. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)August 29,2019 Page 11 of 15 DocuSign Envelope ID:92833617-F1 EE-4ABE-8D55-6C09BC5DDA89 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 mariner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. STATEMENT OF WORK Statement of Work" means the services and deliverables to be performed or provided by CONTRACTOR,or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract. The Statement of Work, including any future amendments thereto,is incorporated by reference in this DUA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS 6.01 Oversight of Confidential Information CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor CONTRACTOR's access to and creation,receipt,maintenance,use,disclosure of the Confidential Information to confirm that CONTRACTOR is in compliance with this DUA. 6.02 HHS Commitment and Obligations HHS will not request CONTRACTOR to create,maintain,transmit,use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. 6.03 HHS Right to Inspection At any time upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to inspect the facilities,systems,books and records of CONTRACTOR to monitor compliance with this DUA.For purposes of this subsection,HHS's agent(s)include,without limitation,the HHS Office of the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal counsel or other designee. 6.04 Term; Termination of DUA; Survival This DUA will be effective on the date on which CONTRACTOR executes the DUA, and will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is extended or amended, this DUA shall be extended or amended concurrent with such extension or amendment. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)August 29,2019 Page 12 of 15 DocuSign Envelope ID:92633617-F1 EE-4ABE-6D55-6C09BC5DDA69 A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation to return or Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the Confidential Information until such time as determined by HHS. C) If HHS determines that CONTRACTOR has violaters a material term of this DUA;HHS may in its sole discretion: 1) Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or 2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA;or 3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS; or 4) Terminate the DUA and Base Contract immediately,and seek relief in a court of competent jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation,the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. D) If neither ternunation nor cure is feasible,HHS shall report the violation to the SqgELL2Mof the U.S. Department of Health and Human Services. E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destroyed or returned to HHS,as required by this DUA. 6.05 Governing Law, Venue and Litigation A) The validity,construction and performance of this DUA and the legal relations among the Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas. B) The Parties agree that the courts of Texas,will be the exclusive venue for any litigation,special proceeding or other proceeding as between the parties that may be brought, or arise out of,or in connection with,or by reason of this DUA. 6,06 Injunctive Relief HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)August 29,2019 Page 13 of 15 DocuSign Envetope ID:92B33617-F1EE-4ABE-8D55-6CO9BC5DDA89 A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information. B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply.Accordingly, CONTRACTOR agrees that HHS will,in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages,to enforce the terms of this DUA. 6.07 Responsibility. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity, CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees,directors,officers,Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance A) As a governmental entity,and in accordance with the limits of the Texas Tort Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, CONTRACTOR either maintains commercial insurance or self-insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this DUA. CONTRACTOR will request that HHS be named as an additional insured. HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA.Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain insurance. B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect,at the request of HHS. 6.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, if any legal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract violation, Event, Breach, default, misrepresentation, or injunctive action, in connection with any of the provisions of this DUA,each party will bear their own legal expenses and the other cost incurred in that action or proceeding. 6.09 Entirety of the Contract This DUA is incorporated by reference into the Base Contract as an amendment thereto and, together with the Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of obligations arising under those documents will be valid unless in writing and executed by the party against whom such change, waiver,or discharge is sought to be HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)August 29,2019 Page 14 of 15 DocuSIgn Envelope ID.92B33617-F1EE-4ABE-8D55-6C09BC5DDA89 enforced. If any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions,conflicts with this DUA,this DUA controls. 5.10 Automatic Amendment and Inteerpretation If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA and/or Confidential Information. or(ii)any change in the judicial or administrative interpretation of any such law,regulation or rule„upon the effective date of such change,this DUA shall be deemed to have been automatically amended, interpreted and read so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such changes.Any ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. HHS Data Use Agreement TACCHO VERSION(Local City and County Entities)August 29,2019 Page 15 of 15 DocuSign Envelope ID:92B33617-F1 EE-4ABE-8D55-BC09BC5DDA89 Entity or Applicant/Bidder Legal Name a I SPI Versim 2.1 (0612018) texas HHS System-Data Use Agreement-Attachment 2: Page i of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:92833817-P1 EE-4ASE-055-6C0915C5DDA89 OF Other(Please list) 7. Number of Storage Devices for Texas HMS Confidential Information(as defined in the Total B Texas HHS System Data Use Agreement(DUA)) Sum a-d) Cloud Services involve using a network of remote servers hosted on the Internet to store, 0manage,and process data,rather than a local server or a personal computer. A Data Center Is a centralized repository,either physical or virtual,for the storage, management,and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. S. Number of unduplicated Individuals for whom Applicant/Bidder reasonably expects to handle Texas HHS Confidential Information during one year: 9. HIPAA Business Associate Agreement 10.Subcontractors.if the Applicant/Bidder responded"0"to Question 4(indicating no subcontractors),check"N/A"for both'a.'and'b.' SPI Version 2.1 (0612018) Texas HHS Systern-Data Use Agreement-Attachment 2: Page 2 of 18 SECURITY AND PRIVACY INQUIRY(SPI) DocuSign Envelope ID:92833817-F1 EE-4ABE-8D55-6C09BC5DDA89 n 3 SPI Version 2.1(0612018) Texas HHS System-Data Use Agreement»Attachment 2: Page 3 of 28 SECURFrY AND PRIVACY INQUIRY(SPI) 8 DocuSign Envelope ID: 92833817-F1EE-4ABE-SD55-6C09BC5DDA88 SPI Version 2.1(OW018) Texas HHS System - Data Use Agreement - Attachment 2: page 4 of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envelope ID; 92B33617-F1EE-4ABE-BD55-ECO9BCSDDA89 SPI Wslon 2.1 tOW018) Texas HHS System - data Use Agreement - Attachment 2: Page 5 o€18 SECURITY AND PRIVACY INQUIRY JSPQ $ DocuSign Envelope ID: 92B33617-F1 EE-4ABE-8055-6C09BC5DDA89 SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 6 of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envelope ID: 92S33617-F1 EE-4ABE-BD55-6C09BC5DDA39 s SPI Version 2.1 (OW2018) Texas HHS System - Data Use Agreement - Attachment Z: Page 7 of 18 SECURITY AND PRIVACY INQU IRY f SPQ DocuSign Envelope 107 9253361T-F1EE4A8E-8D55-6C498C5DDA89 L] SPI Version 2.1 (W/201$) Texas HHS System - Data Use Agreement -Attachment 2: Page a of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envslope ID: 92833617-F1EE-4ABE-6055-6C096C5DDA89 1.1 8PI Version 2.1(0612018) Texas HHS System - Oats Use Agreement-Attachment2: Page 9 of IS SECURITY AND PRIVACY INQUIRY (SPI) DocuSlgn Envelope ID: 92633617-FLEE-4ABE-BD55-6C99BC5DDA89 SPI Version 21(OW016) texas HHS System • Data Use Agreement -Attachment 2: Page 10 of 18 SECURITYANQ PRIVACY INQUIRY JSPIj DocuSign Envelope ID; 92833617-Fl EE-4ASE-055-6Cd9SCODA89 SPI Version 2.1 (M018) Texas HHS System -Data Use Agreement -Attachment 2: Page II of 18 SECU RITY AN D PRIVACY INQUIRY (SPI) Oocuftn Envelope m. 92B33817-FtEE-4ABE-$De5-6Cizsac5DDA89 4 4 Fimse sign the form dIgRally, Ef pass►bie. If)tu c00% pmw* a hm"tltt m signatum. 2.5I97 3. Title Date: To submit a completed, sl form: • Email the form as an aeadvnent to the appropriate Texas HHS Contract Manaws). Agenzy(s): Requesting De rtme:st s HHSC: � DFpS: � Q3H5: 13 Legal Entity Tax Identification Number (TIN) MEIMIME= (Last four Only): P01Contract(s) #: I Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone, #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager. 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