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Resolution - 2022-R0048 - Health & Human Services Commission Contract No. HHS000779500006
Resolution No. 2022-R0048 Item No. 7.23 January 25, 2022 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, Health and Human Services Commission Contract No. HHS000779500006 under the Co-occurring Psychiatric and Substance Use Disorders (COPSD) Grant Program, by and between the City of Lubbock and the State of Texas' Health and Human Services Commission, and all related documents. 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 City Council. Passed by the City Council on January 25, 2022 DANIEL M. POPE, MAYOR ATTEST: Rebe ca Garza, City Secr a Bill werton, De City Manager APPROVED AS TO FORM: Ryan ooke, Assistant City Attorney RES.HHSC Contract No. HHS000779500006 COPSD 1.18.22 CITY OF LUBBOCK ATTEST: By: LJV DANIEL M. POPE, Mayor ATTEST: By: RE ECCA GARZA, City S cr ary APPROVED AS TO CONTENT: By: -1!�d WJL-- KATHERINE WELLS, Director of Public Health APPROVED AS TO FORM- DocuSign Envel�®� l34�AW4 P,092646=4A5 SIGNATURE DOCUMENT FOR HHSC CONTRACT No. HHS000779500006 UNDER THE CO-OCCURRING PSYCHIATRIC AND SUBSTANCE USE DISORDERS (COPSD) GRANT PROGRAM The parties to this agreement ("Grant Agreement" or "Contract") are the Health and Human Services Commission ("HHSC" or "System Agency"), a pass -through entity, and City of Lubbock ("Grantee"), having its principal office at 1625 13th Street, Lubbock, Texas 79401 (each a "Party" and collectively the "Parties"). I. PURPOSE The purpose of this Grant Agreement is to fund Grantee's delivery of services to eligible persons under the Co-occurring Psychiatric and Substance Use Disorders (COPSD) Program. Service - delivery will follow an integrated approach that treats both mental health needs and substance use disorders. II. LEGAL AUTHORITY This "Grant Agreement" or is authorized by and in compliance with the provisions of Block Grants for Prevention and Treatment of Substance Abuse, located at 42 U.S. Code §§ 300x-21 through 300x-35, and Texas Government Code Chapters 531.039. III. DURATION This Grant Agreement is effective on February 1, 2022 and terminates on August 31, 2024, unless renewed, extended, or terminated pursuant to the terms and conditions of the Grant Agreement. System Agency, at its sole discretion, may extend this Grant Agreement for any period(s) of time, provided the Grant Agreement term, including all extensions or renewals, does not exceed five (5) years. Notwithstanding the limitation in the preceding sentence, System Agency, at its sole discretion, also may extend the Grant Agreement beyond five (5) years as necessary to ensure continuity of service, for purposes of transition, or as otherwise determined by System Agency to serve the best interest of the State. IV. BUDGET A. HHSC's share of total reimbursements for the following periods is allocated as follows: 1. Period 1 (February 1, 2022 through August 31, 2022)............................$79,700.00 2. Period 2 (September 1, 2022 through August 31, 2023).........................$79,700.00 3. Period 3 (September 1, 2023 through August 31, 2024).........................$79,700.00 B. Grantee's required match for each Period is $3,985.00. HHSC Contract No. HHS000779500006 Page 1 of 4 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 C. The total Contract amount, which equals the sum of funds provided by HHSC plus Grantee's required match, is not exceed $251,055. D. Funds that remain unexpended after the end of Period 1 do not rollover to Period 2. E. Funds that remain unexpended after the end of Period 2 do not rollover to Period 3. F. Funds that remain unexpended after the end of Period 3 shall be forfeited. G. All expenditures under the Contract shall be in accordance with Attachment B, Budget. V. REPORTING REQUIREMENTS Grantee shall submit all documents identified below, in accordance with Attachment A, Statement of Work: Deliverable Submission Requirement (Report Name) Due Date System Section VI, A Claims in CMBHS All claims must be entered CMBHS monthly by the 15th of the following month. Section VI, A Quarterly Match Report Due 151h of the month Globalscape following the quarter being reported Section VI, A Closeout documents Final closeout documents GlobalScape due October 15th each fiscal year. Section IV, A CMBHS Security September 15th and March GlobalScape Attestation Form and list 15th annually of authorized users VI. CONTRACT REPRESENTATIVES The following persons will act as the representative authorized to administer activities under this Contract on behalf of their respective Party. HHSC Grantee Bryan Hunter, Contract Manager Daniel Pope Health and Human Services Commission City of Lubbock P.O. Box 149347 (Mail Code 2058 1625 13th Street Austin, Texas 78714 Lubbock, Texas 79401 Email: Bryan.Hunter(2hhs.texas.gov Email: dpope&MYLubbock.us HHSC Contract No. HHS000779500006 Page 2 of 4 DocuSign Envelope ID: 96C45EBt-0093-4A97-83FA-79264633C4A5 VII. LEGAL NOTICES Any legal notice required under this Contract shall be deemed delivered when deposited by HHSC 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: HHSC Grantee Health and Human Services Commission City of Lubbock 4601 W. Guadalupe (Mail Code 1100) 1625 13th Street Austin, Texas 78751 Lubbock, Texas 79401 Attention: Office of Chief Counsel Attention: Daniel Pope VIII. NOTICE REQUIREMENTS Notice given by Grantee will be deemed effective when received by HHSC. Either Party may change its address for notices by providing written notice to the other Party. All notices submitted to HHSC must: A. include the Contract number; B. be sent to the person(s) identified in the Contract; and, C. comply with all terms and conditions of the Contract. IX. ADDITIONAL GRANT INFORMATION A. Grantee Data Universal Numbering System (DUNS) Number: 058213893 B. Federal Award Identification Number (FAIN): B08TIO83478 C. Program Assistance Listing 1. Name: Substance Abuse Prevention & Treatment Block Grant 2. Number: 93.959 C. Federal Award Date: September 1, 2021 D. Name of Federal Awarding Agency: U.S. Department of Health and Human Services (HHS), Substance Abuse and Mental Health Services Administration (SAMHSA) E. Awarding Official Contact Information: Grants Management Officer: Odessa Crocker Point of Contact: Wendy Pang, Grants Specialist Contact Tel. No.: (240) 276-1419 Contact Facsimile No.: (240) 276-1430, Email: Wendy.Pang@samhsa.hhs. og_v SIGNATURE PAGE FOLLOWS HHSC Contract No. HHS000779500006 Page 3 of 4 DocuSlgn Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 SIGNATURE PAGE HHSC CONTRACT No. HHS000779500006 HEALTH AND HUMAN SERVICES COMMISSION CITY OF LUBBOCK Date January 25, 2022 Date THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS GRANT AGREEMENT, AND THEIR TERMS ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A...................Statement of Work ATTACHMENT A-1 ...............Statement of Work Supplemental ATTACHMENT A-2 ...............SAPT Block Grant Supplemental ATTACHMENT B...................Program Services & Unit Rates ATTACHMENT C...................Health and Human Services (HHS) Uniform Terms and Conditions ( Grant, v. 3.0) ATTACHMENT D...................HHS Contract Affirmations (v. 2.1) ATTACHMENT E...................Additional Provisions (v. 1.0) ATTACHMENT F ...................Federal Assurances (Non -construction Programs) and Certification Regarding Lobbying ATTACHMENT G ..................HHS Data Use Agreement (Local City and County Entities Version, effective October 23, 2019) with Security and Privacy Inquiry (SPI)) ATTACHMENT H ..................Federal Funding Accountability and Transparency Act (FFATA) Certification Form ----0---- ATTACHMENTS FOLLOW HHSC Contract No. HHS000779500006 Page 4 of 4 DocuSign Envelope ID: 96C45EB1-00934A97-83FA-79264633C4A5 ATTACHMENT A STATEMENT OF WORK Co-occurring Psychiatric and Substance Use Disorders Program SECTION I: PURPOSE To provide adjunct services to clients with Co-occurring Psychiatric and Substance Use Disorders (COPSD), emphasizing integrated treatment for both mental health needs and substance use disorders. SECTION II: TARGET POPULATION Texas residents who meet Client Eligibility criteria for System Agency -funded services as stated in the Substance Use Disorder (SUD) Program Guide at https://hhs.texas.Qov/doing-business-hhs/provider-portals/behavioral-health- services- providers/substance-use-disorder-service-providers SECTION III: SERVICE AREA Services or activities will be provided to individuals from the following counties: Region (1): Armstrong, Bailey, Briscoe, Carson, Castro, Childress, Cochran, Collingsworth, Crosby, Dallam, Deaf Smith, Dickens, Donley, Floyd, Garza, Gray, Hale, Hall, Hansford, Hartley, Hemphill, Hockley, Hutchinson, King, Lamb, Lipscomb, Lubbock, Lynn, Moore, Motley, Ochiltree, Oldham, Partner, Potter, Randall, Roberts, Sherman, Swisher, Terry, Wheeler, Yoakum A. Administrative Requirements Grantee shall: 1. Comply with all applicable Texas Administrative Code (TAC) rules adopted by the System Agency related to SUD treatment and adhere to the most current SUD Program Guide. Document all specified required activities and services in the Clinical Management of Behavioral Health Services (CMBHS) system. Documents that require client or staff signature shall be maintained according to TAC requirements and made available to System Agency for review upon request. Provide age -appropriate medical and psychological therapeutic services designed to treat an individual's substance use disorder and promote recovery. Page 1 of 10 HHSC Contract No. HHS000779500006 DocuSign Envelope ID- 96C45EB1-0093-4A97-83FA-79264633C4A5 4. Develop and implement, in addition to TAC and SUD Program Guide required Policies and Procedures, organizational policies and procedures as follows: i. A marketing plan to engage local referral sources and provide information to these sources regarding the availability of substance use disorder treatment, mental health services, and the Client Eligibility criteria for admissions; ii. All marketing materials published shall include Priority Populations for Treatment Programs admissions; iii. Client Retention in services, including protocols for addressing clients absent from treatment and policies defining treatment non-compliance; and iv. All policies and procedures shall be provided to System Agency upon request. 5. Provide services in Grantee's facility, at the client's home, or other locations where confidentiality can be maintained. 6. Ensure that COPSD services are provided in addition to, and not as a replacement for other services. 7. Ensure that COPSD specialist -to -client ratios do not exceed 1:20. 8. Bill only hours that Grantee's COPSD specialist spends in face-to- face, one-on-one counseling or case management sessions with a client. Grantee shall not bill for more than three hours per day, per client. 9. Actively attend and share representative knowledge about Grantee's system and services at the Outreach, Screening, Assessment, and Referrals (OSAR) quarterly regional collaborative meetings. 10. Ensure compliance with Client Eligibility requirements to include: Texas residence eligibility, financial eligibility and clinical eligibility as specified in SUD Program Guide. These eligibility requirements can be found in CMBHS while performing the Intake, Financial Eligibility form, and Substance Use Disorder Assessment. 11. Develop a local agreement with Department of Family and Protective Services (DFPS) local offices to address referral process, coordination of services, and sharing of information as allowed per the consent and agreement form. 12. Adhere to Memorandum of Understanding requirements as stated Page 2 of 10 HHSC Contract No. HHS000779500006 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 in the SUD Program Guide. 13. Maintain MOUs with the other COPSD Grantees to ensure that COPSD services are available to all clients of System Agency -funded mental health and SUD treatment providers, when there are multiple System Agency -funded COPSD Grantees in the same Region, Grantee shall. B. Service Delivery Grantee shall: Ensure that services to adult and youth clients, as defined as the SUD Program Guide, are age -appropriate and are provided by staff within their scope of practice. 2. Provide all services in a culturally, linguistically, and developmentally appropriate manner for clients, families, and/or significant others. 3. Develop a policy and procedure and have them available for System Agency review on staff training to ensure that information is gathered from clients in a respectful, non -threatening, and culturally competent manner. 4. Adhere to TAC§ 448.906 related to Access to Services for COPSD Clients. 5. Conduct and document a full substance use disorder and mental health assessment (separate or integrated) within three individual service days of admission to services unless completed prior to admission. If the assessment identifies a potential mental health or substance use disorder problem, Grantee shall offer the client appropriate mental health and/or substance use disorder services either internally or through referral. Mental health services shall be provided by a facility or qualified person authorized to provide such services. 6. Document in CMBHS on the client's treatment plan both mental health problems and SUD problems with a goal, objectives and strategies documented for each problem. 7. Adhere to TAC related to Treatment Planning of Services to Clients with COPSD. 8. Document in CMBHS the treatment plan within five (5) service days of admission. 9. Conduct, at minimum, one treatment plan review every three months. 10. Provide and document in CMBHS services that assist in client Page 3 of 10 HHSC Contract No. HHS000779500006 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 stabilization, including Motivational Interviewing, referrals, case management and other counseling as indicated by the treatment plan based on the clinical assessment. 11. Address both psychiatric and substance use disorders simultaneously and assist clients in obtaining available services they need and choose, including self-help groups. Services shall be provided within established practice guidelines for this population. 12. Provide individual counseling and case management as indicated below: i. Individual Counseling comprises counseling methods from qualified staff that assist clients in processing feelings in the area of gaining access to and remaining engaged in substance use disorder or mental health services or obtaining access to both. ii. Case Management comprises services that assist and support the client in developing skills to gain access to needed medical, social, educational, and other services essential to meeting basic human needs. 13. Provide a minimum of one hour per week of documented service in CMBHS to each client. 14. Make reasonable efforts to collaborate with these providers to avoid duplication of services specifically from the mental health and substance use disorder fields, in those instances where the client is receiving multiple services from various other providers in the community. 15. Adhere to TAC 448.701, regarding Client Rights including Client Bill of Rights, Client Grievances, and Abuse, Neglect, and Exploitation. 16. Provide overdose prevention and reversal education to all clients. 17. Conduct specific overdose prevention activities with clients who have opioid use disorders and clients who use drugs intravenously. Grantee must directly provide or refer to community support services for overdose prevention and reversal education to all identified at risk clients prior to discharge. Grantee will document all overdose prevention and reversal education in CMBHS. 18. Ensure access to adequate and appropriate medical and psychosocial tobacco cessation treatment as follow: Page 4 of 10 HHSC Contract No. HHS000779500006 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 i. Assess all clients for tobacco use and clients seeking to cut back or quit. ii. If the client indicates wanting assistance with cutting back or quitting, the client will be referred to appropriate tobacco cessation treatment. 19. Document the client -specific information that supports the reason for discharge listed on the discharge report. A Qualified Credentialed Counselor (QCC) shall sign the discharge summary. A client's treatment is considered successfully completed, if both of the following criteria are met: i. Client has completed the clinically recommended number of treatment units (either initially projected or modified with clinical justification) as indicated in CMBHS. ii. All problems on the treatment plan have been addressed. Grantee shall use the Treatment Plan component of CMBHS to create a final and completed treatment plan version. (1) Problems designated as "treat" or "case manage" status shall have all objectives resolved prior to successful discharge. (2) Problems that have been "referred" shall have associated documented referrals in CMBHS. (3) Problems with "deferred" status shall be re -assessed. Upon successful discharge, all deferred problems shall be resolved, either through referral, withdrawal, treatment, or case management with clinical justification reflected in CMBHS, through the Progress Note and Treatment Plan Review Components. (4) "Withdrawn" problems shall have clinical justification reflected in CMBHS, through the Progress Note and Treatment Plan Review Components. 20. Document in CMBHS a Referral and Referral Follow-up. 21. Report the Daily Capacity Management Report Monday through Friday in (CMBHS) by 11:00 a.m. Central Time. For example: Monday's daily attendance may be reported on Tuesday and Friday's attendance may be reported on the following Monday. 22. Adhere to Wait List requirements found in the SUD Program Guide. The Waiting List is for individuals who cannot enter Page 5 of 10 HHSC Contract No. HHS000779500006 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 services within one week of request. i. Upon determining the appropriate level of care, Grantee will make a waiting list entry in CMBHS that details the service type the individual is waiting for and the priority population designation of the individual. ii. Arrange for appropriate services in another treatment facility or provide access to interim services as indicated within 48 hours when efforts to refer to other appropriate services are exhausted. iii. Have a written policy on waiting list management that defines why and how individuals are removed from the waiting list for any purpose other than admission to treatment. iv. Ensure eligible individuals who cannot be admitted within one week of requesting services must be placed on the CMBHS waiting list. V. Upon admission, treatment Contractor will close the waiting list entry, indicating the date of admission as the waiting list end date. vi. Ensure, either directly or through referral, that individuals waiting for admission receive interim services as required by SAMHSA Block Grant requirements. vii. Document weekly contact with all individuals on its waiting list viii. Notify Substance Use Disorder (Substance- Use Disorderghhs.texas.gov) or System Agency Program Specialist for assistance to ensure immediate admission to priority populations other appropriate services and proper coordination when appropriate. A. Grantee shall ensure the following: 1. All personnel shall receive the training and supervision necessary to ensure compliance with System Agency rules, provision of appropriate and individualized treatment, and protection of client rights, health, safety, and welfare. 2. All COPSD staff shall have at minimum two hours of training annually on working with persons in the target population. 3. All COPSD staff shall adhere to TAC related to Specialty Competencies of Staff Providing Services to Clients with COPSD. Page 6 of 10 HHSC Contract No. IIHS000779500006 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 4. All COPSD staff shall have access to additional training annually that allows staff to maintain up-to-date competencies through governing or supervisory boards for the respective disciplines. Additional training can be found at National Association for Alcoholism and Drug Abuse Counselors (NAADAC) website. https;//www.naadac.org/education. 5. All direct care staff shall receive a copy of the service requirements within this statement of work. 6. Individuals responsible for planning, directing, or supervising treatment services shall be QCCs. 7. Grantee shall have a clinical program director known as "Program Director" with at least two years of post- QCC licensure experience providing substance use disorder treatment. Substance use disorder counseling shall be provided by a QCC. All counselor interns shall work under the direct supervision of a QCC. 8. Within 90 days of hire and prior to providing service delivery, clinical staff shall have specific documented training in the following: i. Motivational Enhancement Therapy or motivational interviewing techniques; ii. Trauma Informed Care; iii. Cultural Competency; iv. State of Texas co-occurring psychiatric and substance use disorder (COPSD) training located at the following website www.centralizedtraining.com 9. Licensed Chemical Dependency Counselors shall recognize the limitations of the licensee's ability and shall not provide services outside the licensee's scope of practice or licensure or use techniques that exceed the person's license authorization or professional competence. 10. Individual counseling shall be provided by a Licensed Practitioner of the Healing Arts or a QCC. A QCC shall practice within their scope of practice. As outlined in the 25 TAC Chapter 140, Subchapter I § 140.400. 11. Ensure that a Licensed Professional Counselor Intern (LPC-I), Licensed Marriage and Family Therapist Associate (LMFT-A) and Licensed Master Social Worker (LMSW) intending to obtain their LCSW (Licensed Clinical Social Worker) in the State of Texas, is available to provide a mental health diagnosis and COPSD mental Page 7 of 10 HHSC Contract No. HHS000779500006 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 health counseling as long as the following criteria is met: i. Confirmation that LPC-I, LMFT-A and LMSW are registered with each of the respective licensing boards with a board -approved supervisor and will ensure that LPC-I, LMFT-A and LMSW are under supervision when providing counseling under the Contract. ii. An LPC-I may provide individual COPSD counseling services. Refer to 22 TAC, Chapter 681, Subchapter B. iii. A LMSW may practice clinical social work in an agency employment setting under clinical supervision, under a board - approved supervision plan, or under contract with an agency when under a board -approved clinical supervision plan. The LMSW under a board supervision plan may provide individual COPSD counseling services under the Contract. Refer to 22 TAC, Chapter 781. iv. An LMFT-A may provide individual COPSD counseling services. Refer to 22 TAC, §801.42. 12. Case Management shall be provided face-to-face and one-on-one by: i. An individual who has been credentialed by the LMHA as a QMHP; or, ii. An individual who: (1) has a bachelor's degree from an accredited college or university with a major in psychology, social work, medicine, nursing, rehabilitation, counseling, sociology, human growth and development, physician assistant, gerontology, special education, educational psychology, early childhood education, or early childhood intervention, or (2) is a registered nurse. 13. Grantee shall train COPSD staff responsible for providing direct services using Substance Abuse Mental Health Services Administration (SAMHSA) Treatment Improvement Protocol (TIP) — Comprehensive Case Management to as a guideline. https:Hstore. samhsa. gov/productiTIP-27-Comprehensive-Case- Management-for-Substance-Abuse-Treatment/SMA 15-4215 14. Grantee shall develop a post -training test and provide certificates of completion, both of which will confirm that COPSD staff demonstrate competency in the following areas: Knowledge of the location and types of local community resources; Page 8 of 10 HHSC Contract No. HHS000779500006 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 ii. Making referrals in the community in which the client resides; iii. Development of person -centered treatment plans; iv. Discharge planning; V. Documentation of service delivery; and vi. Ensuring services are culturally, linguistically, and developmentally appropriate. SECTION VI: REPORTING AND SUBMISSION REOUIREMENTS A. Grantee shall submit required reports of monitoring activities to System Agency by the applicable due date outlined below. The following reports must be submitted to System Agency through GlobalScape EFT (https:Hsftp.hhs.texas.vovil or CMBHS by the required due date and report name described in Table 1: Submission Requirements: 1. Grantee shall submit all documents listed below in Section VI(B), Table 1 by the designated due date. 2. Grantee will note that if the due date is on a weekend or holiday, the due date is the following business day. 3. Grantee shall submit monthly clams in Clinical Management for Behavioral Health Services (CMBHS) by the 15th of the following month. 4. Grantee shall submit a Quarterly Match Report due the 15`h day following the quarter that is being reported. 5. Grantee shall submit annual Contract Closeout documentation each fiscal year with a final contract closeout due October 15 of the final contract year. 6. Grantee shall submit a CMBHS Security Attestation Form electronically on or before September 15th and March 15th to the designated folder in GlobalScape EFT. 7. Grantee's duty to submit documents will survive the termination or expiration of this Contract. B. System Agency will monitor Grantee's performance of the requirements in Attachment A (Statement of Work) and compliance with the Contract's terms and conditions. Table 1: Submission Requirements Page 9 of 10 HHSC Contract No. HHS000779500006 DocuSign Envelope 1D: 96C45EB1-0093-4A97-83FA-79264633C4A5 Requirement Deliverable (Report Name) Due Date Submission System Section VI, A Claims in CMBHS All claims must be entered CMBHS monthly by the 15th of the following month. Section VI, A Quarterly Match Report Due 151h day following GlobalScape quarter being reported Section VI, A Closeout documents Final closeout documents due GlobalScape October 15th each fiscal year. Section VI, A CMBHS Security Attestation September 151h and March GlobalScape Form and list of authorized 15'h annually users SECTION VII: CLINICAL MANAGEMENT FOR BEHAVIORAL HEALTH SERVICES (CMBHS) SYSTEM MINIMUM REQUIREMENTS A. All CMBHS requirements for the COPSD program are detailed in Section V, System of Record of the Program Guide, which includes the following references: 1. Security Administrator and backup Security Administrator 2. Security Policy 3. Notifications to CMBHS Helpdesk 4. CMBHS user access B. In addition to CMBHS Helpdesk notification, Grantee shall submit a signed CMBHS Security Attestation Form and a list of Grantee's employees, contracted laborers and sub -Grantee's authorized to have access to secure data. The CMBHS Security Attestation Form shall be submitted electronically on or before the 15th day of September and March 15th, to the designated folder in Globalscape EFT. C. Attend System Agency training on CMBHS documentation. Page 10 of 10 HHSC Contract No. HHS000779500006 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 ATTACHMENT A-1 STATEMENT OF WORK SUPPLEMENTAL A. CONTRACT INFORMATION Vendor ID: 1756000590-034 Grantee Name: City of Lubbock Contract Number: HHS000779500006 Contract Type Treatment Payment Method: Fee -for -Service DUNS Number: 058213893 Federal Award Identification Number (FAIN) B08TIO83478 Solicitation Document: Exempt Government B. RENEWALS System agency may renew this contract for two (2) additional funding years, which is contingent on the availability of funds. C. CONTACT INFORMATION Name: Bryan Hunter Email: Bryan.Hunter@hhs.texas.gov Address: 909 W 45th Street, Bldg. 555 (MC 2058) City/Zip Austin TX 78751 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 A-11'ACHMENT A-2 SUBSTANCE ABUSE PREVENTION AND TREATMENT (SAPT) BLOCK GRANT CONTRACT SUPPLEMENT A. The following are important details regarding federal award requirements for Grantees funded with SAPT Block Grant funds: 1. The Catalog of Domestic Federal Assistance (CFDA) number for the SAPT Block Grant is 93.959. 2. The award period covers the term identified in the Contract. As a subrecipient of the SAPT Block Grant, the Grantee must adhere to each of the applicable requirements below: B. 45 CFR § 96.127REQUIREMENTS REGARDING TUBERCULOSIS (TB) I . The Grantee must, directly or through arrangements with other public or nonprofit private entities, routinely make available the following TB services to each individual receiving treatment for substance abuse: a. Counseling the individual with respect to TB. b. Testing to determine whether the individual has been infected with mycobacteria TB to determine the appropriate form of treatment for the individual. c. Appropriate medical evaluation and treatment for individuals infected by mycobacteria TB. 2. For clients denied admission on the basis of lack of capacity, the Grantee must refer such clients to other providers of TB services. 3. The Grantee must have infection control procedures that are consistent with those established by Texas Department of State Health Services, Infectious Disease Control Unit, to prevent the transmission of TB and that address the following: a. Screening and identifying those individuals who are at high risk of becoming infected. b. Meeting all state reporting requirements while adhering to federal and state confidentiality requirements, including 42 CFR Part 2. c. Case management activities to ensure that individuals receive such services. d. The Grantee must report all individuals with active TB to the Texas Department of State Health Services, Infectious Disease Control Unit, as required by state law and in accordance with federal and state confidentiality requirements, including 42 CFR Part 2. C. 45 CFR § 96.131 TREATMENT SERVICES FOR PREGNANT WOMEN 1. The Grantee must give preference in admission to pregnant women who seek or are referred for and would benefit from Block Grant -funded treatment services. Page 1 of 7 DocuSign Envelope ID: 96C45EB1-00934A97-83FA-79264633C4A5 EXHIBIT S: SUBSTANCE ABUSE PREVENTION AND TREATMENT (SAPT) BLOCK GRANT CONTRACT SUPPLEMENT 2. If the Grantee serves an injecting drug -abusing population, the Grantee must give preference to treatment as follows: a. Pregnant injecting drug users. b. Other pregnant substance abusers. c. Other injecting drug users. d. All others. 3. The Grantee must refer pregnant women to the State when the Grantee has insufficient capacity to provide services to any such pregnant women who seek the services of the program. 4. The Grantee must make interim services available within forty-eight (48) hours to pregnant women who cannot be admitted because of lack of capacity. 5. The Grantee must offer interim services, when appropriate, that include, at a minimum,'the following: a. Counseling and education about HIV and TB, the risks of needle -sharing, the risks of transmission to sexual partners and infants, and steps that can be taken to ensure that HIV and TB transmission does not occur. b. Referral for HIV or TB treatment services, if necessary. c. Counseling pregnant women on the effects of alcohol and other drug use on the fetus. d. Refer pregnant women for prenatal care. D. 45 CFR § 96.132 ADDITIONAL REQUIREMENTS 1. The Grantee must make continuing education in substance abuse treatment and prevention available to employees who provide the services. 2. The Grantee must have in effect a system to protect patient records from inappropriate disclosure, and the system must: a. Comply with all applicable state and federal laws and regulations, including 42 CFR Part 2; and b. Include provisions for employee education on confidentiality requirements and the fact that disciplinary action may occur upon inappropriate disclosure. Interim services may also include federally approved interim methadone maintenance. Page 2 of 7 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 EXHIBIT S: SUBSTANCE ABUSE PREVENTION AND TREATMENT (SAPT) BLOCK GRANT CONTRACT SUPPLEMENT E. 45 CFR § 96.135 RESTRICTIONS ON THE EXPENDITURE OF THE GRANT 1. The Grantee cannot expend SAPT Block Grant funds to provide inpatient hospital substance abuse services, except in cases when each of the following conditions is met: a. The individual cannot be effectively treated in a community -based, nonhospital, residential treatment program. b. The daily rate of payment provided to the hospital for providing the services does not exceed the comparable daily rate provided by a community -based, nonhospital, residential treatment program. c. A physician makes a determination that the following conditions have been met: i. The primary diagnosis of the individual is substance abuse, and the physician certifies that fact. ii. The individual cannot be safely treated in a community -based, nonhospital, residential treatment program. iii. The service can reasonably be expected to improve the person's condition or level of functioning. iv. The hospital -based substance abuse Contractor follows national standards of substance abuse professional practice d. The service is provided only to the extent that it is medically necessary (e.g., only for those days that the patient cannot be safely treated in a residential, community - based program) 2. Further, the Grantee cannot expend SAPT Block Grant funds to: a. Purchase or improve land; purchase, construct, or permanently improve (other than minor remodeling) any building or other facility; or purchase major medical equipment. b. Satisfy any requirement for the expenditure of non-federal funds as a condition for the receipt of federal funds. c. Provide financial assistance to any entity other than a public or nonprofit private entity. d. Make payments to intended recipients of health services. e. Provide individuals with hypodermic needles or syringes. f. Provide treatment services in penal or correctional institutions of the State Page 3 of 7 DocuSign Envelope ID: 96C45E81-0093-4A97-83FA-79264633C4A5 EXHIBIT S: SUBSTANCE ABUSE PREVENTION AND TREATMENT (SAPT) BLOCK GRANT CONTRACT SUPPLEMENT F. 45 CFR § 96.137PAYMENT SCHEDULE The Grantee must ensure that SAPT Block Grant funds for special services for pregnant women and women with dependent children, TB services, and HIV early intervention services are the "payment of last resort," and the Grantee must make every reasonable effort to do the following to pay for these services: 1. Collect reimbursement for the costs of providing such services to persons entitled to insurance benefits under the Social Security Act, including programs under Title XVIII and Title XIX, any state compensation program, any other public assistance program for medical expenses, any grant program, any private health insurance, or any other benefit program. 2. Secure from individuals or client's payments for services in accordance with their ability to pay. G. Audit The Grantee shall adhere to the following requirements: 1. If the Grantee expends seven hundred fifty thousand dollars ($750,000.00) or more in federal financial assistance during the program's fiscal year, an independent financial and compliance audit must be completed by a Certified Public Accounting firm in accordance with 2 CFR 200 Uniform Grant Guidance. The Grantee must submit two (2) copies of the audit report to the Texas Health and Human Services Commission within thirty (30) calendar days of receipt of the audit reports required by the Independent Single or Program -Specific Audit section of the Texas Health and Human Services Commission Uniform Terms and Conditions — Grant, Version 2.16.1.One (1) of these copies must be submitted electronically by the Grantee at https:Hhhsportal.hhs.state.tx.us/heartwebextrSau as described in instructions that will be provided by the Texas Health and Human Services Commission. 2. The Grantee must also submit a data collection form and reporting package to the Federal Audit Clearinghouse. 3. The Grantee may access the Transactions List report in the Clinical Management for Behavioral Health Services (CMBHS) system to identify the amount of Federal Financial Assistance included in this award by each transaction. 4. If the Certified Public Accounting firm's audit report includes findings or questioned costs, the Grantee must submit updates on the implementation of the corrective action plan to the Texas Health and Human Services Commission at Single Audit Report@hhsc.state.tx.us by the designated due date provided by the Texas Health and Human Services Commission. 5. The Grantee must retain records to support expenditures and make those records available for review or audit by appropriate officials of SAMHSA, the awarding agency, the General Accountability Office and/or their representatives. Page 4 of 7 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 EXHIBIT S: SUBSTANCE ABUSE PREVENTION AND TREATMENT (SAPT) BLOCK GRANT CONTRACT SUPPLEMENT H. Salary Limitation The Grantee cannot use the SAPT Block Grant to pay salaries in excess of Level I of the Federal Senior Executive pay scale. I. Charitable Choice 1. If the Grantee is an SAPT Block Grant -funded Grantee that is part of a faith -based organization, the Grantee may: a. Retain the authority over its internal governance. b. Retain religious terms in its name. c. Select board members on a religious basis. d. Include religious references in the mission statements and other governing documents. e. Use space in its facilities to offer Block Grant -funded activities without removing religious art, icons, scriptures, or other symbols. 2. If the Grantee is part of a faith -based organization, the Grantee cannot use SAPT Block Grant funds for inherently religious activities such as the following: a. Worship. b. Religious instruction. c. Proselytization. 3. The Grantee may only engage in religious activities listed under Section I (2) above if both of the following conditions are met: a. The activities are offered separately, in time or location, from Block Grant -funded activities. b. Participation in the activities is voluntary. 4. In delivering services, including outreach activities, SAPT Block Grant -funded religious organizations cannot discriminate against current or prospective program participants based upon: a. Religion. b. Religious belief. c. Refusal to hold a religious belief. d. Refusal to actively participate in a religious practice. Page 5 of 7 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 EXHIBIT S: SUBSTANCE ABUSE PREVENTION AND TREATMENT (SAPT) BLOCK GRANT CONTRACT SUPPLEMENT 5. If an otherwise eligible client objects to the religious character of the Grantee, the Grantee shall refer the client to an alternative provider within a reasonable period of time of the objection. 6. If the Grantee is a religious organization, the Grantee must: a. Use generally accepted auditing and accounting principles to account for SAPT Block Grant funds similar to other nongovernmental organizations. b. Segregate federal funds from non-federal funds. c. Subject federal funds to audits by the government. d. Apply Charitable Choice requirements to commingled funds when state/local funds are commingled with Block Grant funds. J. 45 CFR § 96.126 CAPACITY OF TREATMENT FOR INTRAVENOUS SUBSTANCE ABUSERS If the Grantee treats injecting drug users, the Grantee must: 1. Within seven (7) days, notify the State whenever the Grantee has reached ninety percent (90%) of its treatment capacity. 2. Admit each individual who requests and is in need of treatment for intravenous drug abuse: a. No later than fourteen (14) days after making the request; or b. Within one hundred twenty (120) days of the request if the Grantee has no capacity to admit the individual, the Grantee makes interim services available within forty- eight (48) hours, and the Grantee offers the interim services until the individual is admitted into a substance abuse treatment program 3. Offer interim services, when appropriate, that include, at a minimum, two of the following: a. Counseling and education about HIV and tuberculosis (TB), the risks of needle - sharing, the risks of transmission to sexual partners and infants, and steps that can be taken to ensure that HIV and TB transmission do not occur. b. Referral for HIV or TB treatment services, if necessary. Counseling pregnant women on the effects of alcohol and other drug use on the fetus and referrals for prenatal care for pregnant women. 4. Maintain a waiting list that includes a unique individual identifier for each injecting drug abuser seeking treatment, including individuals receiving interim services while awaiting admission. 5. Maintain a mechanism that enables the program to: Page 6 of 7 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 EXHIBIT S: SUBSTANCE ABUSE PREVENTION AND TREATMENT (SAPT) BLOCK GRANT CONTRACT SUPPLEMENT a. Maintain contact with individuals awaiting admission. b. Consult with the State's capacity management system to ensure that waiting list clients are admitted or transferred to an appropriate treatment program within a reasonable geographic area at the earliest possible time. Page 7 of 7 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 ATTACHMENT B PROGRAM SERVICES & UNIT RATES GRANTEE NAME City of Lubbock CONTRACT NUMBER HHS000779500006 A. Funding from the U.S. Department of Health and Human Services ("HHS") and the Substance Abuse and Mental Health Services Administration ("SAMHSA") will be used to finance the Texas Health and Human Services Commission ("HHSC" or "System Agency") Substance Use Disorder project(s), which include the services provided under this Contract. B. The following Assistance Listing Number (ALN) funds, if any, are listed on the Categorical Budget as part of the System Agency's Share. 1. Substance Abuse Prevention Treatment (SAPT) Grant, ALN 93.959 2. State General Revenue C. Funding 1. HHSC's share of total reimbursements is not to exceed $239,100.00 for the period of February 1, 2022 through August 31, 2024, as further specified in Article IV of the Contract (Budget). The HHSC share of total reimbursements for each fiscal year (FY) is allocated as follows: a. FY 2022 (February 1, 2022 through August 31, 2022).................................$79,700.00 b. FY 2023 (September 1, 2022 through August 31, 2023)...............................$79,700.00 c. FY 2024 (September 1, 2023 through August 31, 2024)...............................$79,700.00 2. Grantee's required match per fiscal year shall be five percent (that is, equal to $3,985.00), for each FY. 3. The total Contract amount is not to exceed $251,055.00 for the period of February 1, 2022 through August 31, 2024, as follows: a. FY 2022 (February 1, 2022 through August 31, 2022).................................$83,685.00 b. FY 2023 (September 1, 2022 through August 31, 2023)...............................$83,685.00 c. FY 2024 (September 1, 2023 through August 31, 2024)...............................$83,685.00 D. Grantee shall submit claims each month to HHSC through the Clinical Management for Behavioral Health Services (CMBHS) system. E. Except as indicated by the CMBHS financial eligibility assessment, Grantee shall accept reimbursement or payment from HHSC as payment in full for services or goods provided to MSC Contract No. HHS000779500006 Page 1 of 3 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 clients or participants; and Grantee shall not seek additional reimbursement or payment for services or goods, to include benefits received from federal, state, or local sources, from clients or participants. F. Grantee may request revisions to the approved distribution of funds budgeted in the Service Type/Capacity/Unit Rate Chart, by submitting a written request to the Assigned Contract Manager. This change is considered a minor administrative change and does not require an amendment. The System Agency shall provide written notification if the revision is approved; and the assigned Contract Manager will update CMBHS, as needed. G. Any unexpended balance associated with any other HHSC Contract may not be applied to this HHSC Contract. H. HHSC funded capacity is defined as the stated number of clients that will be concurrently served as determined by this Contract. I. Clinic numbers must be approved by the HHSC Contract Manager before billing can occur. A copy of the Clinic Change Request Form is located at: https:Hhhs.texas. ovg /doing-business- hhs/prov ider-portals/behav ioral-health-sery ices-providers/substance-use-disorder-sery ice - providers. I Service Types with no associated amount will be paid from the preceding Service Type with an associated Amount. K. The following Service Types, Capacity, and Unit Rates are approved and shall be delivered through this Contract: HHSC Contract No. HHS000779500006 Page 2 of 3 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 SERVICE TYPE/CAPACITY/UNIT RATE CHART Number Unit Service Type Served Capacity Rate Amount Co-occurring Psychiatric & Substance Use Disorders 54 9 $79,700.00 Co-occurring Psychiatric & Substance Use Disorders — Adult (COPSD) $66.98 Co-occurring Psychiatric & Substance Use Disorders — Youth (COPSD) $66.98 HHSC Contract No. HHS000779500006 Page 3 of 3 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 ATTACHMENT C TEXAS Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.0 Published and Effective — August 2021 Responsible Office: Chief Counsel DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 ABOUT THIS DOCUMENT In this document, Grantees (also referred to in this document as subrecipients or contractors) will find requirements and conditions applicable to grant funds administered and passed -through by both the Texas Health and Human Services Commission (HHSC) and the Department of State Health Services (DSHS). These requirements and conditions are incorporated into the Grant Agreement through acceptance by Grantee of any funding award by HHSC or DSHS. The terms and conditions in this document are in addition to all requirements listed in the RFA, if any, under which applications for this grant award are accepted, as well as all applicable federal and state laws and regulations. Applicable federal and state laws and regulations may include, but are not limited to: 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; requirements of the entity that awarded the funds to HHS; Chapter 783 of the Texas Government Code; Texas Comptroller of Public Accounts' agency rules (including Uniform Grant and Contract Standards set forth in Title 34, Part 1, Chapter 20, Subchapter E, Division 4 of the Texas Administrative Code); the Texas Grant Management Standards (TxGMS) developed by the Texas Comptroller of Public Accounts; and the Funding Announcement, Solicitation, or other instrument/documentation under which HHS was awarded funds. HHS, in its sole discretion, reserves the right to add requirements, terms, or conditions. RHS Uniform Terms and Conditions — Grant v 3.0 Effective August 2021 Page 2 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS ........................... 6 1.1 DEFINITIONS......................................................................................................... 6 1.2 INTERPRETIVE PROVISIONS.................................................................................. 7 ARTICLE II. PAYMENT PROVISIONS......................................................................... 8 2.1 PROMPT PAYMENT................................................................................................ 8 2.2 TAXES.................................................................................................................... 8 2.3 ANCILLARY AND TRAVEL EXPENSES................................................................... 9 2.4 BILLING................................................................................................................. 9 2.5 USE OF FUNDS....................................................................................................... 9 2.6 USE FOR MATCH PROHIBITED.............................................................................. 9 2.7 PROGRAM INCOME............................................................................................... 9 2.8 NONSUPPLANTING.................................................................................................9 2.9 INDIRECT COST RATES....................................................................................... 10 ARTICLE III. STATE AND FEDERAL FUNDING.....................................................10 3.1 EXCESS OBLIGATIONS PROHIBITED................................................................... 10 3.2 NO DEBT AGAINST THE STATE........................................................................... 10 3.3 DEBTS AND DELINQUENCIES.............................................................................. 10 3.4 REFUNDS AND OVERPAYMENTS......................................................................... 10 ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS ..................11 4.1 ALLOWABLE COSTS............................................................................................ 11 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS .................................... 12 ARTICLE V. WARRANTY, AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS...........................................................................................................12 5.1 WARRANTY......................................................................................................... 12 5.2 GENERAL AFFIRMATIONS................................................................................... 13 5.3 FEDERAL ASSURANCES....................................................................................... 13 5.4 FEDERAL CERTIFICATIONS................................................................................ 13 5.5 STATE ASSURANCES............................................................................................ 13 HHS Uniform Terms and Conditions — Grant v 3.0 Effective August 2021 Page 3 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 ARTICLE VI. INTELLECTUAL PROPERTY.............................................................13 6.1 OWNERSHIP OF WORK PRODUCT....................................................................... 13 6.2 GRANTEE'S PRE-EXISTING WORKS................................................................... 14 6.3 THIRD PARTY IP................................................................................................. 14 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS ............................... 14 6.5 DELIVERY UPON TERMINATION OR EXPIRATION .............................................. 14 6.6 SURVIVAL............................................................................................................15 6.7 SYSTEM AGENCY DATA...................................................................................... 15 ARTICLE VII. PROPERTY............................................................................................15 7.1 USE OF STATE PROPERTY................................................................................... 15 7.2 DAMAGE TO STATE PROPERTY.......................................................................... 16 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT ....... 16 7.4 EQUIPMENT AND PROPERTY............................................................................... 16 ARTICLE VIII. RECORD RETENTION, AUDIT, AND CONFIDENTIALITY ..... 17 8.1 RECORD MAINTENANCE AND RETENTION......................................................... 17 8.2 AGENCY'S RIGHT TO AUDIT............................................................................... 17 8.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS ................... 18 8.4 STATE AUDITOR'S RIGHT TO AUDIT.................................................................. 18 8.5 CONFIDENTIALITY.............................................................................................. 18 ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES......................................................................................................................18 9.1 REMEDIES............................................................................................................18 9.2 TERMINATION FOR CONVENIENCE.................................................................... 19 9.3 TERMINATION FOR CAUSE................................................................................. 19 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS.... 20 9.5 INHERENTLY RELIGIOUS ACTIVITIES................................................................ 20 9.6 POLITICAL ACTIVITIES....................................................................................... 20 ARTICLEX. INDEMNITY.............................................................................................. 21 10.1 GENERAL INDEMNITY......................................................................................... 21 10.2 INTELLECTUAL PROPERTY................................................................................. 21 10.3 ADDITIONAL INDEMNITY PROVISIONS............................................................... 21 ARTICLE XI. GENERAL PROVISIONS...................................................................... 22 11.1 AMENDMENTS..................................................................................................... 22 11.2 NO QUANTITY GUARANTEES.............................................................................. 22 HHS Uniform Terms and Conditions — Grant v 3.0 Effective August 2021 Page 4 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 11.3 CHILD ABUSE REPORTING REQUIREMENTS...................................................... 22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO -FREE WORKPLACE POLICY MINIMUM STANDARDS.......................................................................... 22 11.5 INSURANCE AND BONDS...................................................................................... 23 11.6 LIMITATION ON AUTHORITY.............................................................................. 23 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS ............................................ 24 11.8 SUBCONTRACTORS..............................................................................................24 11.9 PERMITTING AND LICENSURE............................................................................ 24 11.10 INDEPENDENT CONTRACTOR............................................................................. 24 11.11 GOVERNING LAW AND VENUE........................................................................... 25 11.12 SEVERABILITY.....................................................................................................25 11.13 SURVIVABILITY................................................................................................... 25 11.14 FORCE MAJEURE................................................................................................ 25 11.15 NO IMPLIED WAIVER OF PROVISIONS............................................................... 25 11.16 FUNDING DISCLAIMERS AND LABELING............................................................ 25 11.17 MEDIA RELEASES............................................................................................... 26 11.18 PROHIBITION ON NON -COMPETE RESTRICTIONS ............................................. 26 11.19 SOVEREIGN IMMUNITY....................................................................................... 26 11.20 ENTIRE CONTRACT AND MODIFICATION........................................................... 27 11.21 COUNTERPARTS.................................................................................................. 27 11.22 PROPER AUTHORITY........................................................................................... 27 11.23 E-VERIFY PROGRAM.......................................................................................... 27 11.24 CIVIL RIGHTS...................................................................................................... 27 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS ................................. 28 11.26 DISCLOSURE OF LITIGATION.............................................................................. 28 11.27 NO THIRD PARTY BENEFICIARIES..................................................................... 29 11.28 BINDING EFFECT................................................................................................. 29 HHS Uniform Terms and Conditions — Grant v 3.0 Effective August 2021 Page 5 of 29 DocuSign Envelope ID: 96C45EB1-00934A97-83FA-79264633C4A5 ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.1 DEFINITIONS As used in this Grant Agreement, unless a different definition is specified, or the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amendment" means a written agreement, signed by the Parties, which documents changes to the Grant Agreement. "Contract" or "Grant Agreement" means the agreement entered into by the Parties, including the Signature Document, these Uniform Terms and Conditions, along with any attachments and amendments that may be issued by the System Agency. "Deliverables" means the goods, services, and work product, including all reports and project documentation, required to be provided by Grantee to the System Agency. "DSHS" means the Department of State Health Services. "Effective Date" means the date on which the Grant Agreement takes effect. "Federal Fiscal Year" means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP" means Generally Accepted Accounting Principles. "GASB" means the Governmental Accounting Standards Board. "Grantee" means the Party receiving funds under this Grant Agreement. May also be referred to as "subrecipient" or "contractor" in this document. "HHSC" means the Texas Health and Human Services Commission. "Health and Human Services" or "HHS" includes HHSC and DSHS. "Intellectual Property Rights" means the worldwide proprietary rights or interests, including patent, copyright, trade secret, and trademark rights, as such right may be evidenced by or embodied in: i. any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement; ii. any work of authorship, including any compilation, computer code, website or web page design, literary work, pictorial work, or graphic work; iii. any trademark, service mark, trade dress, trade name, branding, or other indicia of source or origin; iv. domain name registrations; and v. any other proprietary or similar rights. The Intellectual Property Rights of a Party include all worldwide proprietary rights or interests that the Party may have acquired by assignment, by exclusive license, or by license with the right to grant sublicenses. "Parties" means the System Agency and Grantee, collectively. "Party" means either the System Agency or Grantee, individually. I HS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 6 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 "Project" means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. "Signature Document" means the document executed by all Parties for this Grant Agreement. "Solicitation," "Funding Announcement" or "Request for Applications (RFA)" means the document (including all exhibits, attachments, and published addenda), issued by the System Agency under which applications for grant funds were requested, which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "Solicitation Response" or "Application" means Grantee's full and complete Solicitation response (including any attachments and addenda), which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Textravel" means the Texas Comptroller of Public Accounts' state travel rules, policies, and guidelines. "Statement of Work" means the description of activities Grantee must perform to complete the Project, as specified in the Grant Agreement and as may be amended. "System Agency" means HHSC or DSHS, as applicable. "Work Product" means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software, programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and whether or not included in the deliverables, that are developed, produced, generated or provided by Grantee in connection with Grantee's performance of its duties under the Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards" or "TxGMS" means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code, to promote the efficient use of public funds in local government and in programs requiring cooperation among local, state, and federal agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency. Additionally, except as otherwise provided by applicable law, in the event of a conflict between TxGMS and applicable federal or state law, federal law prevails over state law and state law prevails over TxGMS. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. B. The words "hereof," "herein," "hereunder," and similar words refer to this Grant Agreement as a whole and not to any particular provision, section, attachment, or schedule of this Grant Agreement unless otherwise specified. C. The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Grant Agreement, (i) references to contracts HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 7 of 29 DocuSlgn Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 (including this Grant Agreement) and other contractual instruments shall be deemed to include all subsequent Amendments and other modifications, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Grant Agreement, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. D. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Grant Agreement are references to these documents as amended, modified, or supplemented during the term of the Grant Agreement. E. The captions and headings of this Grant Agreement are for convenience of reference only and do not affect the interpretation of this Grant Agreement. F. All attachments, including those incorporated by reference, and any Amendments are considered part of the terms of this Grant Agreement. G. This Grant Agreement may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative. H. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver will be deemed modified by the phrase "in its sole discretion." I. Time is of the essence in this Grant Agreement. J. Prior to execution of the Grant Agreement, Grantee must notify System Agency's designated contact in writing of any ambiguity, conflict, discrepancy, omission, or other error. If Grantee fails to notify the System Agency designated contact of any ambiguity, conflict, discrepancy, omission or other error in the Grant Agreement prior to Grantee's execution of the Grant Agreement, Grantee: i. Shall have waived any claim of error or ambiguity in the Grant Agreement; and ii. Shall not contest the interpretation by the System Agency of such provision(s). No grantee will be entitled to additional reimbursement, relief, or time by reason of any ambiguity, conflict, discrepancy, exclusionary specification, omission, or other error or its later correction. ARTICLE II. PAYMENT PROVISIONS 2.1 PROMPT PAYMENT Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment. 2.2 TAXES Grantee represents and warrants that it shall pay all taxes or similar amounts resulting from the Grant Agreement, including, but not limited to, any federal, State, or local income, sales or excise taxes of Grantee or its employees. System Agency shall not be liable for any taxes resulting from the Grant Agreement. HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 8 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 2.3 ANCILLARY AND TRAVEL EXPENSES A. Except as otherwise provided in the Grant Agreement, no ancillary expenses incurred by the Grantee in connection with its provision of the services or deliverables will be reimbursed by the System Agency. Ancillary expenses include, but are not limited to, costs associated with transportation, delivery, and insurance for each deliverable. B. Except as otherwise provided in the Grant Agreement, when the reimbursement of travel expenses is authorized by the Grant Agreement, all such expenses will be reimbursed in accordance with the rates set by the Texas Comptroller's Textravel guidelines, which can currently be accessed at: https:Hfmx.cpa.texas.gov/fmx/travel/textravel/. 2.4 BILLING Unless otherwise provided in the Grant Agreement, Grantee shall bill the System Agency in accordance with the Grant Agreement. Unless otherwise specified in the Grant Agreement, Grantee shall submit requests for reimbursement or payment monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.5 USE OF FUNDS Grantee shall expend funds under this Grant Agreement only for approved services and for reasonable and allowable expenses directly related to those services. 2.6 USE FOR MATCH PROHIBITED Grantee shall not use funds provided under this Grant Agreement for matching purposes in securing other funding without the written approval of the System Agency. 2.7 PROGRAM INCOME Program income refers to gross income directly generated by a supporting activity during the period of performance. Unless otherwise required under the Grant Agreement, Grantee shall use Program Income, as provided in TxGMS, to further the Project, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report Program Income in accordance with the Grant Agreement, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Grant Agreement term, when earned, and may not carry Program Income forward to any succeeding term. Grantee shall refund Program Income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding levels, in part, upon Grantee's proficiency in identifying, billing, collecting, and reporting Program Income, and in using Program Income for the purposes and under the conditions specified in this Grant Agreement. 2.8 NONSUPPLANTING Grant funds must be used to supplement existing, new or corresponding programming and related activities. Grant funds may not be used to supplant (replace) existing funds that have been appropriated, allocated, or disbursed for the same purpose. System Agency may conduct Grant monitoring or audits may be conducted to review, among other things, Grantee's compliance with this provision. HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 9 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 2.9 INDIRECT COST RATES The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for all applicable Grant Agreements. For subrecipients receiving federal funds, indirect cost rates will be determined in accordance with applicable law including, but not limited to, 2 CFR 200.414(f). For recipients receiving state funds, indirect costs will be determined in accordance with applicable law including, but not limited to, TxGMS. Grantees funded with blended federal and state funding will be subject to both state and federal requirements when determining indirect costs. In the event of a conflict between TxGMS and applicable federal law or regulation, the provisions of federal law or regulation will apply. Grantee will provide any necessary financial documents to determine the indirect cost rate in accordance with the Uniform Grant Guidance (UGG) and TxGMS. ARTICLE III. STATE AND FEDERAL FUNDING 3.1 EXCESS OBLIGATIONS PROHIBITED This Grant Agreement is subject to termination or cancellation, without penalty to System Agency, either in whole or in part, subject to the availability and actual receipt by System Agency of state or federal funds. System Agency is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If System Agency becomes subject to a legislative change, revocation of statutory authority, or lack of appropriated funds that would render either System Agency's or Grantee's delivery or performance under the Grant Agreement impossible or unnecessary, the Grant Agreement will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages that are caused or associated with such termination or cancellation, and System Agency will not be required to give prior notice. Additionally, System Agency will not be liable to Grantee for any remaining unpaid funds under this Grant Agreement at time of termination. 3.2 NO DEBT AGAINST THE STATE This Grant Agreement will not be construed as creating any debt by or on behalf of the State of Texas. 3.3 DEBTS AND DELINQUENCIES Grantee agrees that any payments due under the Grant Agreement shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including, but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support during the entirety of the Grant Agreement term. 3.4 REFUNDS AND OVERPAYMENTS A. At its sole discretion, the System Agency may (i) withhold all or part of any payments to Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or if any required financial status report(s) is not submitted by the due date(s); or (ii) require Grantee to promptly refund or credit - within thirty (30) calendar days of written notice — to System Agency any funds erroneously paid by System Agency which are not expressly authorized under the Grant Agreement. B. "Overpayments" as used in this Section include payments (i) made by the System HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 10 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 Agency that exceed the maximum allowable rates; (ii) that are not allowed under applicable laws, rules, or regulations; or (iii) that are otherwise inconsistent with this Grant Agreement, including any unapproved expenditures. Grantee understands and agrees that it shall be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Grant Agreement. Grantee further understands and agrees that reimbursement of such disallowed costs shall be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Grant Agreement. ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.1 ALLOWABLE COSTS A. Allowable Costs are restricted to costs that are authorized under Texas Uniform Grant Management Standards (TxGMS) and applicable state and federal rules and laws. This Grant Agreement is subject to all applicable requirements of TxGMS, including the criteria for Allowable Costs. Additional federal requirements apply if this Grant Agreement is funded, in whole or in part, with federal funds. B. System Agency will reimburse Grantee for actual, allowable, and allocable costs incurred by Grantee in performing the Project, provided the costs are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Grant Agreement. At its sole discretion, the System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. The System Agency may take repayment (recoup) from remaining funds available under this Grant Agreement in amounts necessary to fulfill Grantee's repayment obligations. Grantee and all payments received by Grantee under this Grant Agreement are subject to applicable cost principles, audit requirements, and administrative requirements including applicable provisions under 2 CFR 200, 48 CFR Part 31, and TxGMS. C. OMB Circulars will be applied with the modifications prescribed by TxGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.2 AUDITS AND FINANCIAL STATEMENTS A. Audits i. Grantee understands and agrees that Grantee is subject to any and all applicable audit requirements found in state or federal law or regulation or added by this Grant Agreement ii. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the form within thirty (30) calendar days after receipt of notice, Grantee maybe subject to sanctions and remedies for non-compliance. iii. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in federal funds awarded, Grantee shall have a single audit or program -specific audit in accordance with 2 CFR 200. The federal threshold amount includes federal funds passed through by way of state agency awards. 1411S Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 11 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 iv. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in state funds awarded, Grantee shall have a single audit or program -specific audit in accordance with TxGMS. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and TxGMS. v. For -profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or TxGMS, as applicable, for their program -specific audits. vi. Each Grantee required to obtain a single audit must competitively re -procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with applicable provisions of 2 CFR 200 and TxGMS. B. Financial Statements. Each Grantee that does not meet the expenditure threshold for a single audit or program - specific audit, must provide financial statements for the audit period. 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS A. Audits. Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year, Grantee shall submit one electronic copy of the single audit or program -specific audit to the System Agency via: i. HHS portal at https:Hhhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single audit report@hhsc.state.tx.us. B. Financial Statements. Due no later than nine months after the Grantee's fiscal year-end, Grantees not required to submit an audit, shall submit one electronic copy of their financial statements via: i. HIIS portal athttps://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: single audit report ,hhsc.state.tx.us. ARTICLE V. WARRANTY, AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.1 WARRANTY Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement; and all deliverables shall be fit for ordinary use, of good quality, and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement, the System Agency may require Grantee, at its sole expense, to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith, require Grantee to accept the return of such work; and, iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 12 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 5.2 GENERAL AFFIRMATIONS Grantee certifies that, to the extent affirmations are incorporated into the Grant Agreement, the Grantee has reviewed the affirmations and that Grantee is in compliance with all requirements. 5.3 FEDERAL ASSURANCES Grantee further certifies that, to the extent federal assurances are incorporated into the Grant Agreement, the Grantee has reviewed the federal assurances and that Grantee is in compliance with all requirements. 5.4 FEDERAL CERTIFICATIONS Grantee further certifies that, to the extent federal certifications are incorporated into the Grant Agreement, the Grantee has reviewed the federal certifications and that Grantee is in compliance with all requirements. In addition, Grantee certifies that it is in compliance with all applicable federal laws, rules, and regulations, as they may pertain to this Grant Agreement. 5.5 STATE ASSURANCES Except to the extent of any conflict under applicable law or requirements or guidelines of any federal awarding agency from which funding for this Grant Agreement originated, the Grantee must comply with the applicable state assurances included within the TxGMS which are incorporated here by reference. ARTICLE VI. INTELLECTUAL PROPERTY 6.1 OWNERSHIP OF WORK PRODUCT A. All right, title, and interest in the Work Product, including all Intellectual Property Rights therein, is exclusively owned by System Agency. Grantee and Grantee's employees will have no rights in or ownership of the Work Product or any other property of System Agency. B. Any and all Work Product that is copyrightable under United States copyright law is deemed to be "work made for hire" owned by System Agency, as provided by Title 17 of the United States Code. To the extent that Work Product does not qualify as a "work made for hire" under applicable federal law, Grantee hereby irrevocably assigns and transfers to System Agency, its successors and assigns, the entire right, title, and interest in and to the Work Product, including any and all Intellectual Property Rights embodied therein or associated therewith, and in and to all works based upon, derived from, or incorporating the Work Product, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing. C. Grantee agrees to execute all papers and to perform such other acts as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. D. In the event that Grantee has any rights in and to the Work Product that cannot be assigned to System Agency, Grantee hereby grants to System Agency an exclusive, worldwide, royalty -free, transferable, irrevocable, and perpetual license, with the right to I H 1S Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 13 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 sublicense, to reproduce, distribute, modify, create derivative works of, publicly perform and publicly display, make, have made, use, sell and offer for sale the Work Product and any products developed by practicing such rights. E. The foregoing does not apply to Incorporated Pre-existing Works or Third Party IP that are incorporated in the Work Product by Grantee. Grantee shall provide System Agency access during normal business hours to all Grantee materials, premises, and computer files containing the Work Product. 6.2 GRANTEE'S PRE-EXISTING WORKS A. To the extent that Grantee incorporates into the Work Product any works of Grantee that were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this Grant Agreement ("Incorporated Pre-existing Works"), Grantee retains ownership of such Incorporated Pre-existing Works. B. Grantee hereby grants to System Agency an irrevocable, perpetual, non-exclusive, royalty -free, transferable, worldwide right and license, with the right to sublicense, to use, reproduce, modify, copy, create derivative works of, publish, publicly perform and display, sell, offer to sell, make and have made, the Incorporated Pre-existing Works, in any medium, with or without the associated Work Product. C. Grantee represents, warrants, and covenants to System Agency that Grantee has all necessary right and authority to grant the foregoing license in the Incorporated Pre- existing Works to System Agency. 6.3 THIRD PARTY IP A. To the extent that any Third Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency, or shall obtain from the applicable third party for System Agency's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty -free right and license, for System Agency's internal business or governmental purposes only, to use, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Third Party IF and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency's advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party 1P. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee's compliance with this Section 6.3, including without limitation documentation indicating a third party's written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product. 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI, Intellectual Property. 6.5 DELIVERY UPON TERMINATION OR EXPIRATION No later than the first calendar day after the termination or expiration of the Grant Agreement or upon System Agency's request, Grantee shall deliver to System Agency all completed, or HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 14 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 partially completed, Work Product, including any Incorporated Pre-existing Works, and any and all versions thereof. Grantee's failure to timely deliver such Work Product is a material breach of the Grant Agreement. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee's activities under the Grant Agreement without the prior written consent of System Agency. 6.6 SURVIVAL The provisions and obligations of this Article survive any termination or expiration of the Grant Agreement. 6.7 SYSTEM AGENCY DATA A. As between the Parties, all data and information acquired, accessed, or made available to Grantee by, through, or on behalf of System Agency or System Agency contractors, including all electronic data generated, processed, transmitted, or stored by Grantee in the course of providing data processing services in connection with Grantee's performance hereunder (the "System Agency Data"), is owned solely by System Agency. B. Grantee has no right or license to use, analyze, aggregate, transmit, create derivatives of, copy, disclose, or process the System Agency Data except as required for Grantee to fulfill its obligations under the Grant Agreement or as authorized in advance in writing by System Agency. C. For the avoidance of doubt, Grantee is expressly prohibited from using, and from permitting any third party to use, System Agency Data for marketing, research, or other non -governmental or commercial purposes, without the prior written consent of System Agency. D. Grantee shall make System Agency Data available to System Agency, including to System Agency's designated vendors, as directed in writing by System Agency. The foregoing shall be at no cost to System Agency. E. Furthermore, the proprietary nature of Grantee's systems that process, store, collect, and/or transmit the System Agency Data shall not excuse Grantee's performance of its obligations hereunder. ARTICLE VII. PROPERTY 7.1 USE OF STATE PROPERTY A. Grantee is prohibited from using State Property for any purpose other than performing Services authorized under the Grant Agreement. B. State Property includes, but is not limited to, System Agency's office space, identification badges, System Agency information technology equipment and networks (e.g., laptops, portable printers, cell phones, iPads or tablets, external hard drives, data storage devices, any System Agency -issued software, and the System Agency Virtual Private Network (VPN client)), and any other resources of System Agency. C. Grantee shall not remove State Property from the continental United States. In addition, Grantee may not use any computing device to access System Agency's network or e- mail while outside of the continental United States. D. Grantee shall not perform any maintenance services on State Property unless the Grant Agreement expressly authorizes such Services. HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 15 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 E. During the time that State Property is in the possession of Grantee, Grantee shall be responsible for: i. all repair and replacement charges incurred by State Agency that are associated with loss of State Property or damage beyond normal wear and tear, and ii. all charges attributable to Grantee's use of State Property that exceeds the Grant Agreement scope. Grantee shall fully reimburse such charges to System Agency within ten (10) calendar days of Grantee's receipt of System Agency's notice of amount due. Use of State Property for a purpose not authorized by the Grant Agreement shall constitute breach of contract and may result in termination of the Grant Agreement and the pursuit of other remedies available to System Agency under contract, at law, or in equity. 7.2 DAMAGE TO STATE PROPERTY A. In the event of loss, destruction, or damage to any System Agency or State of Texas owned, leased, or occupied property or equipment by Grantee or Grantee's employees, agents, Subcontractors, or suppliers, Grantee shall be liable to System Agency and the State of Texas for the full cost of repair, reconstruction, or replacement of the lost, destroyed, or damaged property. B. Grantee shall notify System Agency of the loss, destruction, or damage of equipment or property within one (1) business day. Grantee shall reimburse System Agency and the State of Texas for such property damage within ten (10) calendar days after Grantee's receipt of System Agency's notice of amount due. 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT In the event the Grant Agreement is terminated for any reason or expires, State Property remains the property of the System Agency and must be returned to the System Agency by the earlier of the end date of the Grant Agreement or upon System Agency's request. 7.4 EQUIPMENT AND PROPERTY A The Grantee must ensure equipment with a per -unit cost of $5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro -rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment, whether acquired in part or whole with grant funds, until disposition occurs. 13 When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement, use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Grant Agreement must be submitted to the assigned System Agency contract manager. D Controlled Assets include firearms, regardless of the acquisition cost, and the following HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 16 of 29 DocuSign Envelope 1U 96C45EB1-0093-4A97-83FA-79264633C4A5 assets with an acquisition cost of $500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non -portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered supplies. E System Agency funds must not be used to purchase buildings or real property without prior written approval from System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre -approval. ARTICLE VIII. RECORD RETENTION, AUDIT, AND CONFIDENTIALITY 8.1 RECORD idIAINTENANCE AND RETENTION A. Grantee shall keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office, the United States Government, and their authorized representatives sufficient information to determine compliance with the terms and conditions of this Grant Agreement and all state and federal rules, regulations, and statutes. B. Grantee shall maintain and retain legible copies of this Grant Agreement and all records relating to the performance of the Grant Agreement, including supporting fiscal documents adequate to ensure that claims for grant funds are in accordance with applicable State of Texas requirements. These records shall be maintained and retained by the Grantee for a minimum of seven (7) years after the Grant Agreement expiration date or seven (7) years after all audits, claims, litigation or disputes involving the Grant Agreement are resolved, whichever is later. 8.2 AGENCY'S RIGHT TO AUDIT A. Grantee shall make available at reasonable times and upon reasonable notice, and for reasonable periods, work papers, reports, books, records, supporting documents kept current by Grantee pertaining to the Grant Agreement for purposes of inspecting, monitoring, auditing, or evaluating by System Agency and the State of Texas. B. In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors shall permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, unrestricted access to and the right to examine any site where business is conducted or services are performed, and all records, which includes but is not limited to financial, client and patient records, books, papers or documents related to this Grant Agreement. If the Grant Agreement includes federal funds, federal agencies that shall have a right of access to records as described in this section include: the federal agency providing the funds, the Comptroller General of the United States, the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that shall have a right of access to records as described in this section include: the System Agency, HHS's contracted examiners, the State Auditor's Office, the Office of the Texas Attorney General, and any successor agencies. Each of these entities may be a duly authorized authority. HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 17 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 C. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of investigation or hearing, Grantee shall produce original documents related to this Grant Agreement. D. The System Agency and any duly authorized authority shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings. E. Grantee shall include this provision concerning the right of access to, and examination of, sites and information related to this Grant Agreement in any Subcontract it awards. 8.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS A. Grantee must act to ensure its and its Subcontractors' compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Grant Agreement and the services and Deliverables provided. Any such correction will be at Grantee's or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the services, Grantee must provide to HHS upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the services and Deliverables provided to the State under the Grant Agreement. 8.4 STATE AUDITOR'S RIGHT TO AUDIT The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement. The acceptance of funds directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. 8.5 CONFIDENTIALITY Grantee shall maintain as confidential and shall not disclose to third parties without System Agency's prior written consent, any System Agency information including but not limited to System Agency's business activities, practices, systems, conditions and services. This section will survive termination or expiration of this Grant Agreement. This requirement must be included in all subcontracts awarded by Grantee. ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES 9.1 REMEDIES A To ensure Grantee's full performance of the Grant Agreement and compliance with applicable law, System Agency reserves the right to hold Grantee accountable for breach of contract or substandard performance and may take remedial or corrective actions, HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 18 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 including, but not limited to the following: i. temporarily withholding cash disbursements or reimbursements pending correction of the deficiency; ii. disallowing or denying use of funds for the activity or action deemed not to be in compliance; iii. disallowing claims for reimbursement that may require a partial or whole return of previous payments or reimbursements; iv. suspending all or part of the Grant Agreement; v. requiring the Grantee to take specific actions in order to remain in compliance with the Grant Agreement; vi. recouping payments made by the System Agency to the Grantee found to be in error; vii. suspending, limiting, or placing conditions on the Grantee's continued performance of the Project; viii. prohibiting the Grantee from receiving additional funds for other grant programs administered by the System Agency until satisfactory compliance resolution is obtained; ix. withholding release of new grant agreements; and x. imposing any other remedies, sanctions or penalties authorized under this Grant Agreement or permitted by federal or state statute, law, regulation or rule. a Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended. C. No action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as a waiver of any other rights or remedies available to System Agency under the Grant Agreement or pursuant to law. Additionally, no action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as an acceptance, waiver, or cure of Grantee's breach. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended or after termination. 9.2 TERMINATION FOR CONVENIENCE The System Agency may terminate the Grant Agreement, in whole or in part, at any time when, in its sole discretion, the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in the System Agency's notice of termination. 9.3 TERMINATION FOR CAUSE A. Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Grant Agreement, in whole or in part, upon either of the following conditions: i. Material Breach The System Agency may terminate the Grant Agreement, in whole or in part, if the System Agency determines, in its sole discretion, that Grantee has materially breached the Grant Agreement or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, whether or not such violation prevents or substantially impairs performance of Grantee's duties under the Grant Agreement. Grantee's misrepresentation in any aspect including, but not limited to, of Grantee's Solicitation Application, if any, or Grantee's HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 19 of 29 DocuSign Envelope ID: 96C45EB1-00934A97-83FA-79264633C4A5 addition to the SAM exclusion list (identification in SAM as an excluded entity) may also constitute a material breach of the Grant Agreement. ii. Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement. B. System Agency will specify the effective date of such termination in the notice to Grantee. If no effective date is specified, the Grant Agreement will terminate on the date of the notification. 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS If the System Agency terminates the Grant Agreement for cause, the Grantee shall be responsibleto the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include, but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to Grantee's failure to perform any work in accordance with the terms of the Grant Agreement. 9.5 INHERENTLY RELIGIOUS ACTIVITIES Grantee may not use grant funding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may engage in inherently religious activities; however, these activities must be separate in time or location from the grant - funded program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. These requirements apply to all grantees, not just faith -based organizations. 9.6 POLITICAL ACTIVITIES Grant funds cannot be used for the following activities: A. Grantees and their relevant sub -grantees or subcontractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying, advocating for legislation, campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties, and voter registration campaigns. Grantees may use private, or non -System Agency money or contributions for political purposes but may not charge to, or be reimbursed from, System Agency contracts or grants for the costs of such activities. B. Grant -funded employees may not use official authority or influence to achieve any political purpose and grant funds cannot be used for the salary, benefits, or any other compensation of an elected official. C. Grant funds may not be used to employ, in any capacity, a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. Additionally, grant funds cannot be used to pay membership dues to an organization that partially or wholly pays the salary of a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. D. As applicable, Grantee will comply with 31 USC § 1352, relating to the limitation on use of appropriated funds to influence certain Federal contracting and financial transactions. HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 20 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 ARTICLE X. INDEMNITY 10.1 GENERAL INDEMNITY A. GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS' FEES, AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE GRANT AGREEMENT AND ANY PURCHASE ORDERS ISSUED UNDER THE GRANT AGREEMENT. B. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OF OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt, System Agency shall not indemnify Grantee or any other entity under the Grant Agreement. 10.2 INTELLECTUAL PROPERTY GRANTEE SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS, MISAPPROPRIATIONS, OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: i THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS GRANT AGREEMENT; a ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR m. SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE UNDER THE GRANT AGREEMENT. 10.3 ADDITIONAL INDEMNITY PROVISIONS A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. B. THE DEFENSE SHALL BE COORDINATED BY THE GRANTEE WITH THE HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 21 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. C. GRANTEE SHALL REIMBURSE SYSTEM AGENCY AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE SYSTEM AGENCY DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF GRANTEE OR IF SYSTEM AGENCY IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, SYSTEM AGENCY WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND GRANTEE SHALL PAY ALL REASONABLE COSTS OF SYSTEM AGENCY'S COUNSEL. ARTICLE XI. GENERAL PROVISIONS 11.1 AMENDMENTS Except as otherwise expressly provided, the Grant Agreement may only be amended by a written Amendment executed by both Parties. 11.2 NO QUANTITY GUARANTEES The System Agency makes no guarantee of volume or usage of work under this Grant Agreement. All work requested may be on an irregular and as needed basis throughout the Grant Agreement term. 11.3 CHILD ABUSE REPORTING REQUIREMENTS A. Grantees shall comply with child abuse and neglect reporting requirements in Texas Family Code Chapter 261. This section is in addition to and does not supersede any other legal obligation of the Grantee to report child abuse. B. Grantee shall 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 Texas Abuse Hotline Website located at https://www,txabusehotline.ors-/Login/Default.aspx as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO -FREE WORKPLACE POLICY MINIMUM STANDARDS A. Grantee certifies that it has adopted and enforces a Tobacco -Free Workplace Policy that meets or exceeds all of the following minimum standards of: i. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 22 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 ii. Designating the property to which this Policy applies as a "designated area," which must at least comprise all buildings and structures where activities funded under this Grant Agreement are taking place, as well as Grantee owned, leased, or controlled sidewalks, parking lots, walkways, and attached parking structures immediately adjacent to this designated area; iii. Applying to all employees and visitors in this designated area; and iv. Providing for or referring its employees to tobacco use cessation services. B. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. 11.5 INSURANCE AND BONDS Unless otherwise specified in this Contract, Grantee shall acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee shall provide evidence of insurance as required under this Contract, including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee shall secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. In addition, if required by System Agency, Grantee must obtain and have on file a blanket fidelity bond that indemnifies System Agency against the loss or theft of any grant funds, including applicable matching funds. The fidelity bond must cover the entirety of the grant term and any subsequent renewals. The failure of Grantee to comply with these requirements may subject Grantee to remedial or corrective actions detailed in section 10.1, General Indemnity, above. These and all other insurance requirements under the Grant apply to both Grantee and its Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 11.6 LIMITATION ON AUTHORITY A. Grantee shall not have any authority to act for or on behalf of the System Agency or the State of Texas except as expressly provided for in the Grant Agreement; no other authority, power, or use is granted or implied. Grantee may not incur any debt, obligation, expense, or liability of any kind on behalf of System Agency or the State of Texas. B. Grantee may not rely upon implied authority and is not granted authority under the Grant Agreement to: i. Make public policy on behalf of the System Agency; ii. Promulgate, amend, or disregard administrative regulations or program policy decisions made by State and federal agencies responsible for administration of a System Agency program; or iii. Unilaterally communicate or negotiate with any federal or state agency or the Texas 1411S Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 23 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 Legislature on behalf of the System Agency regarding System Agency programs or the Grant Agreement. However, upon System Agency request and with reasonable notice from System Agency to the Grantee, the Grantee shall assist the System Agency in communications and negotiations regarding the Work under the Grant Agreement with state and federal governments. 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS Grantee shall comply with all laws, regulations, requirements and guidelines applicable to a Grantee providing services and products required by the Grant Agreement to the State of Texas, as these laws, regulations, requirements and guidelines currently exist and as amended throughout the term of the Grant Agreement. Notwithstanding Section 11.1, Amendments, above, System Agency reserves the right, in its sole discretion, to unilaterally amend the Grant Agreement to incorporate any modifications necessary for System Agency's compliance, as an agency of the State of Texas, with all applicable state and federal laws, regulations, requirements and guidelines. 11.8 SUBCONTRACTORS Grantee may not subcontract any or all of the Work and/or obligations under the Grant Agreement without prior written approval of the System Agency. Subcontracts, if any, entered into by the Grantee shall be in writing and be subject to the requirements of the Grant Agreement. Should Grantee subcontract any of the services required in the Grant Agreement, Grantee expressly understands and acknowledges System Agency is in no manner liable to any subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Grant Agreement. 11.9 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant Agreement any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or services required by this Grant Agreement. Grantee shall be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Grant Agreement. 11.10 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third -party service providers shall serve as independent contractors in providing the services under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party's behalf. The Grantee is not a "governmental body" solely by virtue of this Grant Agreement or receipt of grant funds under this Grant Agreement. Grantee shall have no claim against System Agency for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. The Grant Agreement shall not create any joint venture, partnership, agency, or employment relationship between Grantee and System Agency. HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 24 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 11.11 GOVERNING LAW AND VENUE The Grant Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the Grant Agreement is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the System Agency. 11.12 SEVERABILITY If any provision contained in this Grant Agreement is held to be unenforceable by a court of law or equity, such construction will not affect the legality, validity, or enforceability of any other provision or provisions of this Grant Agreement. It is the intent and agreement of the Parties this Grant Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is valid, legal and enforceable and that achieves the same objective. All other provisions of this Grant Agreement will continue in full force and effect. 11.13 SURVIVABILITY Expiration or termination of the Grant Agreement for any reason does not release Grantee from any liability or obligation set forth in the Grant Agreement that is expressly stated to survive any such expiration or termination, that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the Grant Agreement, including without limitation the provisions regarding return of grant funds, audit requirements, records retention, public information, warranty, indemnification, confidentiality, and rights and remedies upon termination. 11.14 FORCE MAJEURE Neither Grantee nor System Agency shall be liable to the other for any delay in, or failure of performance, of any requirement included in the Grant Agreement caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non -performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome. 11.15 No IMPLIED WAIVER OF PROVISIONS The failure of the System Agency to object to or to take affirmative action with respect to any conduct of the Grantee which is in violation or breach of the terms of the Grant Agreement shall not be construed as a waiver of the violation or breach, or of any future violation or breach. 11.16 FUNDING DISCLAIMERS AND LABELING A. Grantee shall not use System Agency's name or refer to System Agency directly or indirectly in any media appearance, public service announcement, or disclosure relating to this Grant Agreement including any promotional material without first obtaining HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 25 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 written consent from System Agency. The foregoing prohibition includes, without limitation, the placement of banners, pop-up ads, or other advertisements promoting Grantee's or a third party's products, services, workshops, trainings, or other commercial offerings on any website portal or internet-based service or software application hosted or managed by Grantee. This does not limit the Grantee's responsibility to comply with obligations related to the Texas Public Information Act or Texas Open Meetings Act. B. In general, no publication (including websites, reports, projects, etc.) may convey System Agency's recognition or endorsement of the Grantee's project without prior written approval from System Agency. Publications funded in part or wholly by HHS grant funding must include a statement that "HHS and neither any of its components operate, control, are responsible for, or necessarily endorse, this publication (including, without limitation, its content, technical infrastructure, and policies, and any services or tools provided)" at HHS's request. 11.17 MEDIA RELEASES A. Grantee shall not use System Agency's name, logo, or other likeness in any press release, marketing material or other announcement without System Agency's prior written approval. System Agency does not endorse any vendor, commodity, or service. Grantee is not authorized to make or participate in any media releases or public announcements pertaining to this Grant Agreement or the Services to which they relate without System Agency's prior written consent, and then only in accordance with explicit written instruction from System Agency. B. Grantee may publish, at its sole expense, results of Grantee performance under the Grant Agreement with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 11.18 PROHIBITION ON NON -COMPETE RESTRICTIONS Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non -compete clauses or other contractual arrangements, that would limit or restrict such persons or entities from employment or contracting with the State of Texas. 11.19 SOVEREIGN IMMUNITY Nothing in the Grant Agreement will be construed as a waiver of the System Agency's or the State's sovereign immunity. This Grant Agreement shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas under the Grant Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. System Agency does not waive any privileges, rights, defenses, or immunities available to System Agency by entering into the Grant Agreement or by its conduct prior to or subsequent to entering into the Grant Agreement. HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 26 of 29 DocuSign Envelope ID, 96C45EB1-0093-4A97-83FA-79264633C4A5 11.20 ENTIRE CONTRACT AND MODIFICATION The Grant Agreement constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Grant Agreement will be harmonized with this Grant Agreement to the extent possible. 11.21 COUNTERPARTS This Grant Agreement may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Grant Agreement. 11.22 PROPER AUTHORITY Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement. 11.23 E-VERIFY PROGRAM Grantee certifies that it utilizes and will continue to utilize the U.S. Department of Homeland Security's E-Verify system to determine the eligibility of: A. all persons employed to perform duties within Texas during the term of the Grant Agreement; and B. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant to the Grant Agreement within the United States of America. 11.24 CIVIL RIGHTS A. Grantee agrees to comply with state and federal anti -discrimination laws, including: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); ii. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); iii. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.); iv. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); v. Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681-1688); vi. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and vii. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Grant Agreement. B. Grantee agrees to comply with all amendments to the above -referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability, political beliefs, or religion, be excluded from 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 HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 27 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 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: htti2s:Hhhs.texas.gov/about-hhs/your-rights/civil-rights-office/civil-righ, ts-posters. E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street, Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512) 438-5885 Email: HHSCivilRightsOffice@hhsc.state.tx.us. 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS Grantee shall conform to HHS standards for data management as described by the policies of the HHS Chief Data and Analytics Officer. These include, but are not limited to, standards for documentation and communication of data models, metadata, and other data definition methods that are required by HHS for ongoing data governance, strategic portfolio analysis, interoperability planning, and valuation of HHS System data assets. 11.26 DISCLOSURE OF LITIGATION A. The Grantee must disclose in writing to the contract manager assigned to this Grant Agreement any material civil or criminal litigation or indictment either threatened or pending involving the Grantee. "Threatened litigation" as used herein shall include governmental investigations and civil investigative demands. "Litigation" as used herein shall include administrative enforcement actions brought by governmental agencies. The Grantee must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, "material" refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Grant Agreement or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with HHS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 28 of 29 DocuSign Envelope 1D: 96C45EB1-0093-4A97-83FA-79264633C4A5 any litigation threatened or pending that may result in a substantial change in the Grantee's financial condition. B. This is a continuing disclosure requirement; any litigation commencing after Grant Agreement Award must be disclosed in a written statement to the assigned contract manager within seven calendar days of its occurrence. 11.27 No THIRD PARTY BENEFICIARIES The Grant Agreement is made solely and specifically among and for the benefit of the Parties named herein and their respective successors and assigns, and no other person shall have any right, interest, or claims hereunder or be entitled to any benefits pursuant to or on account of the Grant Agreement as a third -party beneficiary or otherwise. 11.28 BINDING EFFECT The Grant Agreement shall inure to the benefit of, be binding upon, and be enforceable against each Party and their respective permitted successors, assigns, transferees, and delegates. 111 IS Uniform Terms and Conditions — Grant v. 3.0 Effective August 2021 Page 29 of 29 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 HEALTH AND HUMAN SERVICES Contract Number HHS000779500006 Attachment n CONTRACT AFFIRMATIONS For purposes of these Contract Affirmations, HHS includes both the Health and Human Services Commission (HHSC) and the Department of State Health Services (DSHS). System Agency refers to HHSC, DSHS, or both, that will be a party to this Contract. These Contract Affirmations apply to all Contractors and Grantees (referred to as "Contractor") regardless of their business form (e.g., individual, partnership, corporation). By entering into this Contract, Contractor affirms, without exception, understands, and agrees to comply with the following items through the life of the Contract: 1. Contractor represents and warrants that these Contract Affirmations apply to Contractor and all of Contractor's principals, officers, directors, shareholders, partners, owners, agents, employees, subcontractors, independent contractors, and any other representatives who may provide services under, who have a financial interest in, or otherwise are interested in this Contract and any related Solicitation. 2. Complete and Accurate Information Contractor represents and warrants that all statements and information provided to HHS are current, complete, and accurate. This includes all statements and information in this Contract and any related Solicitation Response. 3. Public Information Act Contractor understands that HHS will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas. Information, documentation, and other material prepared and submitted in connection with this Contract or any related Solicitation may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code, Contractor is required to make any information created or exchanged with the State pursuant to the Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. 4. Contracting Information Requirements Contractor represents and warrants that it will comply with the requirements of Section 552.372(a) of the Texas Government Code. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J (Additional Provisions Related to Contracting Information), Chapter 552 of the Government Code, may apply to the Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Health and Human Services Contract Affirmations v. 2.1 Effective October 2021 Page 1 of 13 DocuSign Envelope ID 96C45EB1-0093-4A97-83FA-79264633C4A5 5. Assignment A. Contractor shall not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from System Agency. Any attempted assignment in violation of this provision is void and without effect. B. Contractor understands and agrees the System Agency may in one or more transactions assign, pledge, or transfer the Contract. Upon receipt of System Agency's notice of assignment, pledge, or transfer, Contractor shall cooperate with System Agency in giving effect to such assignment, pledge, or transfer, at no cost to System Agency or to the recipient entity. 6. Terms and Conditions Contractor accepts the Solicitation terms and conditions unless specifically noted by exceptions advanced in the form and manner directed in the Solicitation, if any, under which this Contract was awarded. Contractor agrees that all exceptions to the Solicitation, as well as terms and conditions advanced by Contractor that differ in any manner from HHS' terms and conditions, if any, are rejected unless expressly accepted by System Agency in writing. 7. HHS Right to Use Contractor agrees that HHS has the right to use, produce, and distribute copies of and to disclose to HHS employees, agents, and contractors and other governmental entities all or part of this Contract or any related Solicitation Response as HHS deems necessary to complete the procurement process or comply with state or federal laws. 8. Release from Liability Contractor generally releases from liability and waives all claims against any party providing information about the Contractor at the request of System Agency. 9. Dealings with Public Servants Contractor has not given, has not offered to give, and does not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with this Contract or any related Solicitation, or related Solicitation Response. 10. Financial Participation Prohibited Under Section 2155.004, Texas Government Code (relating to financial participation in preparing solicitations), Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 11. Prior Disaster Relief Contract Violation Under Sections 2155.006 and 2261.053 of the Texas Government Code (relating to convictions and penalties regarding Hurricane Rita, Hurricane Katrina, and other disasters), the Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract Health and Human Services Contract Affirmations v. 2.1 Effective October 2021 Page 2of13 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 12. Child Support Obligation Under Section 231.006(d) of the Texas Family Code regarding child support, Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive the specified payment and acknowledges that the Contract may be terminated and payment may be withheld if this certification is inaccurate. 13. Suspension and Debarment Contractor certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management (SAM) maintained by the General Services Administration. This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689, Debarment and Suspension, 2 C.F.R. Part 376, and any relevant regulations promulgated by the Department or Agency funding this project. This provision shall be included in its entirety in Contractor's subcontracts, if any, if payment in whole or in part is from federal funds. 14. Excluded Parties Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, " published by the United States Department of the Treasury, Office of Foreign Assets Control.' 15. Foreign Terrorist Organizations Contractor represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code. 16. Executive Head of a State Agency In accordance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, Contractor certifies that it is not (1) the executive head of an HHS agency, (2) a person who at any time during the four years before the date of this Contract was the executive head of an HHS agency, or (3) a person who employs a current or former executive head of an HHS agency. 17. Human Trafficking Prohibition Under Section 2155.0061 of the Texas Government Code, Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. Health and Human Services Contract Affirmations v. 2.1 Effective October 2021 Page 3 of 13 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 18. Franchise Tax Status Contractor represents and warrants that it is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171 of the Texas Tax Code. 19. Debts and Delinquencies Contractor agrees that any payments due under this Contract shall be applied towards any debt or delinquency that is owed to the State of Texas. 20. Lobbying Prohibition Contractor represents and warrants that payments to Contractor and Contractor's receipt of appropriated or other funds under this Contract or any related Solicitation are not prohibited by Sections 556.005, 556.0055, or 556.008 of the Texas Government Code (relating to use of appropriated money or state funds to employ or pay lobbyists, lobbying expenses, or influence legislation). 21. Buy Texas Contractor agrees to comply with Section 2155.4441 of the Texas Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contracts. 22. Disaster Recovery Plan Contractor agrees that upon request of System Agency, Contractor shall provide copies of its most recent business continuity and disaster recovery plans. 23. Computer Equipment Recycling Program If this Contract is for the purchase or lease of computer equipment, then Contractor certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328. 24. Television Equipment Recycling Program If this Contract is for the purchase or lease of covered television equipment, then Contractor certifies that it is compliance with Subchapter Z, Chapter 361 of the Texas Health and Safety Code related to the Television Equipment Recycling Program. 25. Cybersecurity Training A. Contractor represents and warrants that it will comply with the requirements of Section 2054.5192 of the Texas Government Code relating to cybersecurity training and required verification of completion of the training program. B. Contractor represents and warrants that if Contractor or Subcontractors, officers, or employees of Contractor have access to any state computer system or database, the Contractor, Subcontractors, officers, and employees of Contractor shall complete cybersecurity training pursuant to and in accordance with Government Code, Section 2054.5192. Health and Human Services Contract Affirmations v. 2.1 Effective October 2021 Page 4 of 13 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 26. Restricted Employment for Certain State Personnel Contractor acknowledges that, pursuant to Section 572.069 of the Texas Government Code, a former state officer or employee of a state agency who during the period of state service or employment participated on behalf of a state agency in a procurement or contract negotiation involving Contractor may not accept employment from Contractor before the second anniversary of the date the Contract is signed or the procurement is terminated or withdrawn. 27. No Conflicts of Interest A. Contractor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to System Agency under this Contract or any related Solicitation and that Contractor's provision of the requested goods and/or services under this Contract and any related Solicitation will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety. B. Contractor agrees that, if after execution of the Contract, Contractor discovers or is made aware of a Conflict of Interest, Contractor will immediately and fully disclose such interest in writing to System Agency. In addition, Contractor will promptly and fully disclose any relationship that might be perceived or represented as a conflict after its discovery by Contractor or by System Agency as a potential conflict. System Agency reserves the right to make a final determination regarding the existence of Conflicts of Interest, and Contractor agrees to abide by System Agency's decision. 28. Fraud, Waste, and Abuse Contractor understands that HHS does not tolerate any type of fraud, waste, or abuse. Violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. Pursuant to Texas Government Code, Section 321.022, if the administrative head of a department or entity that is subject to audit by the state auditor has reasonable cause to believe that money received from the state by the department or entity or by a client or contractor of the department or entity may have been lost, misappropriated, or misused, or that other fraudulent or unlawful conduct has occurred in relation to the operation of the department or entity, the administrative head shall report the reason and basis for the belief to the Texas State Auditor's Office (SAO). All employees or contractors who have reasonable cause to believe that fraud, waste, or abuse has occurred (including misconduct by any HHS employee, Grantee officer, agent, employee, or subcontractor that would constitute fraud, waste, or abuse) are required to immediately report the questioned activity to the Health and Human Services Commission's Office of Inspector General. Contractor agrees to comply with all applicable laws, rules, regulations, and System Agency policies regarding fraud, waste, and abuse including, but not limited to, HHS Circular C-027. A report to the SAO must be made through one of the following avenues: • SAO Toll Free Hotline: 1-800-TX-AUDIT • SAO website: http://sao.fraud.state.tx.us/ All reports made to the OIG must be made through one of the following avenues: Health and Human Services Contract Affirmations v. 2.1 Effective October 2021 Page 5of13 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: IntemalAffairsReferral@hhsc.state.tx.us • OIG Hotline Email: OIGFraudHotline@hhsc.state.tx.us. • OIG Mailing Address: Office of Inspector General Attn: Fraud Hotline MC 1300 P.O. Box 85200 Austin, Texas 78708-5200 29. Antitrust The undersigned affirms under penalty of perjury of the laws of the State of Texas that: A. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; B. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any federal antitrust law; and C. neither I nor any representative of the Contractor has directly or indirectly communicated any of the contents of this Contract and any related Solicitation Response to a competitor of the Contractor or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Contractor. 30. Legal and Regulatory Actions Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding, investigation, or other action pending or threatened against Contractor or any of the individuals or entities included in numbered paragraph 1 of these Contract Affirmations within the five (5) calendar years immediately preceding execution of this Contract or the submission of any related Solicitation Response that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. If Contractor is unable to make the preceding representation and warranty, then Contractor instead represents and warrants that it has provided to System Agency a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. In addition, Contractor acknowledges this is a continuing disclosure requirement. Contractor represents and warrants that Contractor shall notify System Agency in writing within five (5) business days of any changes to the representations or warranties in this clause and understands that failure to so timely update System Agency shall constitute breach of contract and may result in immediate contract termination. Health and Human Services Contract Affirmations v. 2.1 Effective October 2021 Page 6 of 13 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 31. No Felony Criminal Convictions Contractor represents that neither Contractor nor any of its employees, agents, or representatives, including any subcontractors and employees, agents, or representative of such subcontractors, have been convicted of a felony criminal offense or that if such a conviction has occurred Contractor has fully advised System Agency in writing of the facts and circumstances surrounding the convictions. 32. Unfair Business Practices Contractor represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17 of the Texas Business and Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that Contractor has not been found to be liable for such practices in such proceedings. Contractor certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit and that such officers have not been found to be liable for such practices in such proceedings. 33. Entities that Boycott Israel Contractor represents and warrants that (1) it does not, and shall not for the duration of the Contract, boycott Israel or (2) the verification required by Section 2271.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 34. E-Verify Contractor certifies that for contracts for services, Contractor shall utilize the U.S. Department of Homeland Security's E-Verify system during the term of this Contract to determine the eligibility of: 1. all persons employed by Contractor to perform duties within Texas; and 2. all persons, including subcontractors, assigned by Contractor to perform work pursuant to this Contract within the United States of America. 35. Former Agency Employees — Certain Contracts If this Contract is an employment contract, a professional services contract under Chapter 2254 of the Texas Government Code, or a consulting services contract under Chapter 2254 of the Texas Government Code, in accordance with Section 2252.901 of the Texas Government Code, Contractor represents and warrants that neither Contractor nor any of Contractor's employees including, but not limited to, those authorized to provide services under the Contract, were former employees of an HHS Agency during the twelve (12) month period immediately prior to the date of the execution of the Contract. Health and Human Services Contract Affirmations v. 2.1 Effective October 2021 Page 7 of 13 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 36. Disclosure of Prior State Employment — Consulting Services If this Contract is for consulting services, A. In accordance with Section 2254.033 of the Texas Government Code, a Contractor providing consulting services who has been employed by, or employs an individual who has been employed by, System Agency or another State of Texas agency at any time during the two years preceding the submission of Contractor's offer to provide services must disclose the following information in its offer to provide services. Contractor hereby certifies that this information was provided and remains true, correct, and complete: 1. Name of individual(s) (Contractor or employee(s)); 2. Status; 3. The nature of the previous employment with HHSC or the other State of Texas agency; 4. The date the employment was terminated and the reason for the termination; and 5. The annual rate of compensation for the employment at the time of its termination. B. If no information was provided in response to Section A above, Contractor certifies that neither Contractor nor any individual employed by Contractor was employed by System Agency or any other State of Texas agency at any time during the two years preceding the submission of Contractor's offer to provide services. 37. Abortion Funding Limitation Contractor understands, acknowledges, and agrees that, pursuant to Article IX of the General Appropriations Act (the Act), to the extent allowed by federal and state law, money appropriated by the Texas Legislature may not be distributed to any individual or entity that, during the period for which funds are appropriated under the Act: 1. performs an abortion procedure that is not reimbursable under the state's Medicaid program; 2. is commonly owned, managed, or controlled by an entity that performs an abortion procedure that is not reimbursable under the state's Medicaid program; or 3. is a franchise or affiliate of an entity that performs an abortion procedure that is not reimbursable under the state's Medicaid program. The provision does not apply to a hospital licensed under Chapter 241, Health and Safety Code, or an office exempt under Section 245.004(2), Health and Safety Code. Contractor represents and warrants that it is not ineligible, nor will it be ineligible during the term of this Contract, to receive appropriated funding pursuant to Article IX. 38. Funding Eligibility Contractor understands, acknowledges, and agrees that, pursuant to Chapter 2272 (eff. Sept. 1, 2021, Ch. 2273) of the Texas Government Code, except as exempted under that Chapter, HHSC cannot contract with an abortion provider or an affiliate of an abortion provider. Contractor certifies that it is not ineligible to contract with HHSC under the terms of Chapter 2272 (eff. Sept. 1, 2021, Ch. 2273) of the Texas Government Code. Health and Human Services Contract Affirmations v. 2.1 Effective October 2021 Page 8of13 DocuSign Envelope ID: 96C45EB1-00934A97-83FA-79264633C4A5 39. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment (2 CFR 200.216) Contractor certifies that the individual or business entity named in this Response or Contract is not ineligible to receive the specified Contract or funding pursuant to 2 CFR 200.216. 40. COVID-19 Vaccine Passports Pursuant to Texas Health and Safety Code, Section 161.0085(c), Contractor certifies that it does not require its customers to provide any documentation certifying the customer's COVID-19 vaccination or post -transmission recovery on entry to, to gain access to, or to receive service from the Contractor's business. Contractor acknowledges that such a vaccine or recovery requirement would make Contractor ineligible for a state -funded contract. 41. Entities that Boycott Energy Companies In accordance with Senate Bill 13, Acts 2021, 87th Leg., R.S., pursuant to Section 2274.002 of the Texas Government Code (relating to prohibition on contracts with companies boycotting certain energy companies), Contractor represents and warrants that: (1) it does not, and will not for the duration of the Contract, boycott energy companies or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 42. Entities that Discriminate Against Firearm and Ammunition Industries In accordance with Senate Bill 19, Acts 2021, 87th Leg., R.S., pursuant to Section 2274.002 of the Texas Government Code (relating to prohibition on contracts with companies that discriminate against firearm and ammunition industries), Contractor verifies that: (1) it does not, and will not for the duration of the Contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 43. Security Controls for State Agency Data In accordance with Senate Bill 475, Acts 2021, 87th Leg., R.S., pursuant to Texas Government Code, Section 2054.138, Contractor understands, acknowledges, and agrees that if, pursuant to this Contract, Contractor is or will be authorized to access, transmit, use, or store data for System Agency, Contractor is required to meet the security controls the System Agency determines are proportionate with System Agency's risk under the Contract based on the sensitivity of System Agency's data and that Contractor must periodically provide to System Agency evidence that Contractor meets the security controls required under the Contract. Health and Human Services Contract Affirmations v. 2.1 Effective October 2021 Page 9 of 13 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 44. Cloud Computing State Risk and Authorization Management Program In accordance with Senate Bill 475, Acts 2021, 87th Leg., R.S., pursuant to Texas Government Code, Section 2054.0593, Contractor acknowledges and agrees that, if providing cloud computing services for System Agency, Contractor must comply with the requirements of the state risk and authorization management program and that System Agency may not enter or renew a contract with Contractor to purchase cloud computing services for the agency that are subject to the state risk and authorization management program unless Contractor demonstrates compliance with program requirements. If providing cloud computing services for System Agency that are subject to the state risk and authorization management program, Contractor certifies it will maintain program compliance and certification throughout the term of the Contract. 45. Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience. 46. Contract for Professional Services of Physicians, Optometrists, and Registered Nurses In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 2254.008(a)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience. 47. Foreign -Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (relating to prohibition on contracts with certain foreign -owned companies in connection with critical infrastructure) is applicable to this Contract, pursuant to Government Code Section 2274.0102, Contractor certifies that neither it nor its parent company, nor any affiliate of Contractor or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or (2) headquartered in any of those countries. 48. Critical Infrastructure Subcontracts For purposes of this Paragraph, the designated countries are China, Iran, North Korea, Russia, and any countries lawfully designated by the Governor as a threat to critical infrastructure. Pursuant to Section 113.002 of the Business and Commerce Code, Contractor shall not enter into a subcontract that will provide direct or remote access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business and Commerce Code, in this state, other than access specifically allowed for product warranty and support purposes to any subcontractor unless (i) neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or its parent company, is majority owned or controlled by citizens or governmental entities of a designated country; and (ii) neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or its parent company, is headquartered in a designated country. Contractor will notify the System Agency before entering into any subcontract that will provide direct or remote Health and Human Services Contract Affirmations v. 2.1 Effective October 2021 Page 10 of 13 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business & Commerce Code, in this state. 49. Enforcement of Certain Federal Firearms Laws Prohibited In accordance with House Bill 957, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 2.101 is applicable to Contractor, Contractor certifies that it is not ineligible to receive state grant funds pursuant to Texas Government Code, Section 2.103. 50. Prohibition on Abortions Contractor understands, acknowledges, and agrees that, pursuant to Article II of the General Appropriations Act, (1) no funds shall be used to pay the direct or indirect costs (including marketing, overhead, rent, phones, and utilities) of abortion procedures provided by contractors of HHSC; and (2) no funds appropriated for Medicaid Family Planning, Healthy Texas Women Program, or the Family Planning Program shall be distributed to individuals or entities that perform elective abortion procedures or that contract with or provide funds to individuals or entities for the performance of elective abortion procedures. Contractor represents and warrants that it is not ineligible, nor will it be ineligible during the term of this Contract, to receive appropriated funding pursuant to Article Il. 51. False Representation Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract. 52. False Statements Contractor represents and warrants that all statements and information prepared and submitted by Contractor in this Contract and any related Solicitation Response are current, complete, true, and accurate. Contractor acknowledges any false statement or material misrepresentation made by Contractor during the performance of this Contract or any related Solicitation is a material breach of contract and may void this Contract. Further, Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract. 53. Permits and License Contractor represents and warrants that it will comply with all applicable laws and maintain all permits and licenses required by applicable city, county, state, and federal rules, regulations, statutes, codes, and other laws that pertain to this Contract. 54. Drug -Free Workplace Contractor represents and warrants that it shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (41 U.S.C. §701 et seq.) and maintain a drug -free work environment. Health and Human Services Contract Affirmations v. 2.1 Effective October 2021 Page 11 of 13 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 55. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. 56. Federal Occupational Safety and Health Law Contractor represents and warrants that all articles and services shall meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Act of 1970, as amended (29 U.S.C. Chapter 15). 57. Signature Authority Contractor represents and warrants that the individual signing this Contract Affirmations document is authorized to sign on behalf of Contractor and to bind the Contractor. Signature Page Follows Health and Human Services Contract Affirmations v. 2.1 Effective October 2021 Page 12 of 13 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 Authorized representative on behalf of Contractor must complete and sign the following: Legal Name of Contractor Assumed Business Name of Contractor, if applicable (d/b/a or `doing business as') Texas County(s) for Assumed Business Name (d/b/a or `doing business as') Attach Assumed Name Certificate(s) filed with the Texas Secretary of State and Assumed Name Certificate(s), if any, for each Texas County Where Assumed Name Certificate(s) has been filed. Signature of Authorized Representative Date Signed Printed Name of Authorized Representative Title of Authorized Representative First, Middle Name or Initial, and Last Name Physical Street Address City, State, Zip Code Mailing Address, if different City, State, Zip Code Phone Number Fax Number Email Address DUNS Number Federal Employer Identification Number Texas Identification Number (TIN) Texas Franchise Tax Number Texas Secretary of State Filing Number SAM.gov Unique Entity Identifier (UEI) Health and Human Services Contract Affirmations v. 2.1 Effective October 2021 Page 13 of 13 DocuSign Envelope ID 96C45EB1-0093-4A97-83FA-79264633C4A5 ATTACHMENT E TEXAS Health and Human Services Health and Human Services (HHS) Additional Provisions Version 1.0 Effective: November 7, 2019 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 Table of Contents 1. HHSC VENDOR ACCESS........................................................................................................ 1 2. HHSC APPROVAL OF STAFFING............................................................................................ 1 3. TURNOVER PLAN.................................................................................................................... 1 4. TURNOVER ASSISTANCE........................................................................................................ 1 5. TRADEMARK LICENSE............................................................................................................ 2 6. TRADEMARK OWNERSHIP...................................................................................................... 2 7. DISCOUNTS............................................................................................................................. 2 8. ELECTRICAL ITEMS................................................................................................................ 2 9. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS ........................................... 2 10. NOTICE OF IRS OR TWC INSOLVENCY................................................................................. 3 11. DISASTER SERVICES............................................................................................................... 3 12. NOTICE OF A LICENSE ACTION.............................................................................................. 3 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 ADDITIONAL PROVISIONS The terms and conditions of these Additional Provisions are incorporated into and made a part of the Contract. Capitalized items used in these Additional Provisons and not otherwise defined have the meanings assigned to them in HHSC Uniform Terms and Conditions. 1. HHSC VENDOR ACCESS At HHSC's request, Contractor will allow parties interested in responding to other HHSC solicitations to have reasonable access during normal business hours to the Work, software, systems documentation, and site visits to the Contractor's facilities. Contractor may elect to have such parties inspecting the Work, facilities, software or systems documentation to agree to use the information so obtained only in the State of Texas and only for the purpose of responding to the relevant HHSC solicitation. 2. HHSC APPROVAL OF STAFFING A. Contractor shall not employ or contract with or permit the employment of unfit or unqualified persons or persons not skilled in the tasks assigned to them. The Contractor shall at all times employ sufficient labor to carry out functions and services in the manner and time prescribed by the Contract. The Contractor shall be responsible to HHSC for the acts and omissions of the Contractor's employees, agents (including, but not limited to, lobbyists) and Subcontractors and the Contractor shall enforce strict discipline among the Contractor's employees, agents (including, but not limited to, lobbyists) and Subcontractors performing the services under the Contract. B. Any person employed by the Contractor shall, at the written request of HHSC, and within HHSC's sole discretion, be removed immediately by the Contractor from work relating to the Contract. 3. TURNOVER PLAN HHSC, in its sole discretion, may require Contractor to develop and submit a Turnover Plan at any time during the term of the Contract. Contractor must submit the Turnover Plan to HHSC for review and approval. The Turnover Plan must describe Contractor's policies and procedures that will ensure: i. The least disruption in the delivery of the Work during Turnover to HHSC or its designee; and ii. Full cooperation with HHSC or its designee in transferring the Work and the obligations of the Contract. 4. TURNOVER ASSISTANCE Contractor will provide any assistance and actions reasonably necessary to enable HHSC or its designee to effectively close out the Contract and transfer the Work and the obligations of the Contract to another vendor or to perform the Work by itself. Contractor agrees that this obligation survives the termination, regardless of whether for cause or convenience, or the expiration of the Contract and remains in effect until completed to the satisfaction of HHSC. Health and Human Services Additional Provisions V.1.0 —November 7, 2019 Pagel of 3 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 5. TRADEMARK LICENSE HHSC grants to Contractor, for the term of the Contract, a limited non-exclusive, royalty -free, non -assignable, non -transferable license to reproduce HHSC's trademarks on published materials in the United States related to the performance of the Contract, provided that such license is expressly conditional upon, and subject to, the following: i. Contractor is in compliance with all provisions of the Contract; ii. Contractor's use of the trademarks is strictly in accordance with the quality standards and in conformance with the reproduction requirements set forth in Exhibit _ or as otherwise communicated by HHSC; iii. Contractor takes no action to damage the goodwill associated with the trademarks, and refrains from any attempt to contest, attack, dispute, challenge, cancel and/or oppose HHSC's right, title and interest in the trademarks or their validity; iv. Contractor makes no attempt to sublicense any rights under this trademark license; and v. Contractor complies with any marking requests HHSC may make in relation to the trademarks, including without limitation to use the phrase "Registered Trademark", the registered trademark symbol "0" for registered trademarks, and the symbol "TM" for unregistered trademarks. 6. TRADEMARK OWNERSHIP Contractor acknowledges and agrees that the trademarks remain the exclusive property of HHSC, that all right, title and interest in and to the trademarks is exclusively held by HHSC, and all goodwill associated with such trademarks inures solely to HHSC. 7. DISCOUNTS If Contractor at any time during the term of the Contract provides a discount on the final contract costs, Contractor will notify HHSC in writing at least ten (10) calendar days prior to the effective date of the discount. HHSC will generate a Purchase Order Change Notice and send a revised Purchase Order to Contractor. 8. ELECTRICAL ITEMS All electrical items must meet all applicable OSHA standards and regulations, and bear the appropriate listing from Underwriters Laboratory (UL), Factory Mutual Resource Corporation (FMRC), or National Electrical Manufacturers Association (NEMA). 9. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS A. Contractor shall immediately report in writing to its assigned HHSC contract manager when Contractor learns of or has any reason to believe it or any person with ownership or controlling interest in Contractor, or their agent, employee, subcontractor or volunteer who is providing services under this Contract has: i. 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 ii. 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. Health and Human Services Additional Provisions V.1.0 — November 7, 2019 Page 2 of 3 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 B. Contractor 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. 10. NOTICE OF IRS OR TWC INSOLVENCY Contractor shall notify in writing its assigned HHSC contract manager of any insolvency, incapacity or outstanding unpaid obligations of Contractor owed to the Internal Revenue Service or the State of Texas, or any agency or political subdivision of the State of Texas within five days of the date of Contractor's becoming aware of such. 11. DISASTER SERVICES In the event of a local, state, or federal emergency, including natural, pandemics, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster declared by the appropriate federal official, Grantee may be called upon to assist the System Agency in providing the following services: i. Expand, increase, or modify service delivery in impacted areas; ii. Community evacuation; iii. Health and medical assistance; iv. Assessment of health and medical needs; v. Health surveillance; vi. Medical care personnel; vii. Health and medical equipment and supplies; viii. Patient evacuation; ix. In -hospital care and hospital facility status; x. Food, drug and medical device safety; xi. Worker health and safety; xii. Mental health and substance abuse; xiii. Public health information; xiv. Vector control and veterinary services; and xv. Victim identification and mortuary services. Disaster related services may not commence, or expenditures incurred, until System Agency provides Grantee with a written Notification to Proceed. The contract may be amended to incorporate additional funds and performance or reporting requirements to support disaster services in the event services must be expanded, increased, or modified. 12. NOTICE OF A LICENSE ACTION Contractor shall notify its assigned HHSC contract manager of any action impacting Contractor's license to provide services under this Contract within five days of becoming aware of the action and include the following: i. Reason for such action; ii. Name and contact information of the local, state or federal department or agency or entity; iii. Date of the license action; and iv. License or case reference number. Health and Human Services Additional Provisions V.1.0 — November 7, 2019 Page 3 of 3 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 isTEXAS Health and Human Services ATTACHMENT F FEDERAL ASSURANCES (NON -CONSTRUCTION PROGRAMS) AND CERTIFICATION REGARDING LOBBYING DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 OMB Number: 4040-0007 Expiration Date: 01/31/2019 ASSURANCES - NON -CONSTRUCTION PROGRAMS Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0040). Washington, DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your 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 and the institutional, managerial and financial capability (including funds sufficient to pay the non -Federal share of project cost) to ensure proper planning, management and completion of the project described in this application. 2. Will give the awarding agency, the Comptroller General of the United States and, if appropriate, the State, through any authorized representative, access to and the right to examine all records, books, papers, or documents related to the award; and will establish a proper accounting system in accordance with generally accepted accounting standards or agency directives. 3. Will establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain. 4. Will initiate and complete the work within the applicable time frame after receipt of approval of the awarding agency. 5. Will comply with the intergovernmental Personnel Act of 1970 (42 U.S.C. §§4728-4763) relating to prescribed standards for merit systems for programs funded under one of the 19 statutes or regulations specified in Appendix A of OPM's Standards for a Merit System of Personnel Administration (5 C.F.R. 900, Subpart F). 6. Will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C.§§1681- 1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; (d) the Age Discrimination Act of 1975, as amended (42 U. S.C. §§6101-6107), which prohibits discrimination on the basis of age; (e) the Drug Abuse Office and Treatment Act of 1972 (P-L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse: (f) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (g) §§523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (i) any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and, 0) the requirements of any other nondiscrimination statute(s) which may apply to the application. Will comply, or has already complied, with the requirements of Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646) which provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of Federal or federally -assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of Federal participation in purchases. 8. Will comply, as applicable, with provisions of the Hatch Act (5 U.S.C. §§1501-1508 and 7324-7328) which limit the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. Previous Edition Usable Standard Forth 424E (Rev. 7-97) Authorized for Local Reproduction Prescribed by OMB Circular A-102 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance The undersigned states, to the best of his or her knowledge and belief, that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this commitment providing for the United States to Insure or guarantee a loan, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required statement shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. " APPLICANT'S ORGANIZATION * PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: * First Name: Middle Name: * Last Name: Suffix: * Title: * SIGNATURE: * DATE: 1 - DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 9. Will comply, as applicable, with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance Bacon Act (40 U.S.C. §§276a to 276a-7), the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended (16 U.S.C. §470), EO 11593 Work Hours and Safety Standards Act (40 U.S.C. §§327- (identification and protection of historic properties), and 333), regarding labor standards for federally -assisted the Archaeological and Historic Preservation Act of construction subagreements. 1974 (16 U.S.C. §§469a-1 et seq.). 10. Will comply, if applicable, with flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234) which requires recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of insurable construction and acquisition is $10,000 or more. 11. Will comply with environmental standards which may be prescribed pursuant to the following: (a) institution of environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190) and Executive Order (EO) 11514; (b) notification of violating facilities pursuant to EO 11738; (c) protection of wetlands pursuant to EO 11990; (d) evaluation of flood hazards in floodplains in accordance with EO 11988; (a) assurance of project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972 (16 U.S.C. §§1451 et seq.); (f) conformity of Federal actions to State (Clean Air) Implementation Plans under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); (g) protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended (P.L. 93-523); and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93- 205). 12, Will comply with the Wild and Scenic Rivers Act of 1968 (16 U.S.C. §§1271 et seq.) related to protecting components or potential components of the national wild and scenic rivers system. 14. Will comply with P.L. 93-348 regarding the protection of human subjects involved in research, development, and related activities supported by this award of assistance. 15. Will comply with the Laboratory Animal Welfare Act of 1966 (P.L. 89-544, as amended, 7 U.S.C. §§2131 et seq.) pertaining to the care, handling, and treatment of warm blooded animals held for research, teaching, or other activities supported by this award of assistance. 16. Will comply with the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. §§4801 et seq.) which prohibits the use of lead -based paint in construction or rehabilitation of residence structures. 17. Will cause to be performed the required financial and compliance audits in accordance with the Single Audit Act Amendments of 1996 and OMB Circular No. A-133, "Audits of States, Local Governments, and Non -Profit Organizations." 18_ Will comply with all applicable requirements of all other Federal laws, executive orders, regulations, and policies governing this program. 19. Will comply with the requirements of Section 106(g) of the Trafficking Victims Protection Act (TVPA) of 2000, as amended (22 U.S.C. 7104) which prohibits grant award recipients or a sub -recipient from (1) Engaging in severe forms of trafficking in persons during the period of time that the award is in effect (2) Procuring a commercial sex act during the period of time that the award is in effect or (3) Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE APPLICANT ORGANIZATION DATE SUBMITTED Standard Form 424B (Rev. 7-97) Back DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 ATTACHMENT G HHS DATA USE AGREEMENT This Data Use Agreement ("DUA"), effective as of the date the Base Contract into which it is incorporated is signed ("Effective Date"), is entered into by and between a Texas Health and Human Services Enterprise agency ("HHS"), and the Contractor identified in the Base Contract, a political subdivision of the State of Texas ("CONTRACTOR. ARTICLE 1. PURPOSE; APPLICABILITY; ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the Confidential Information. 45 CFR 164.504(e)(1)-(3). This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA, if any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following: Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (42 U.S.C. §1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments, regulations and guidance issued thereafter; The Social Security Act, including Section 1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code, Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas Government Code §2054.1125. In addition, the following terms in this DUA are defined as follows: "Authorized Purpose" means the specific purpose or purposes described in the Statement of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. "Authorized User" means a Person: (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential Information pursuant to this DUA; HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 1 of 15 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 (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 Identifying Information under the Texas Identity Theft Enforcement and Protection Act; (6) Social Security Administration Data, including, without limitation, Medicaid information; (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. "Legally Authorized Representative" of the Individual, as defined by Texas law, including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code §166.164; and Estates Code Ch. 752. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION 3.01 Obligations of CONTRACTOR CONTRACTOR agrees that: (A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent any portion of the Confidential Information from being used in MiS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 2 of 15 DocuSign Envelope ID: 96C45EB1-00934A97-83FA-79264633C4A5 a manner that is not expressly an Authorized Purpose under this DUA or as Required by 45 CFR 164.502(b)(1); 45 CFR 164.514(d) (B) Except as Required by Law, CONTRACTOR will not disclose or allow access to any portion of the Confidential Information to any Person or other entity, other than Authorized User's Workforce or Subcontractors (as defined in 45 C.F.R. 160.103) of CONTRACTOR who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Event or Breach to CONTRACTOR's management, to carry out CONTRACTOR's obligations in connection with the Authorized Purpose. HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health & Safety Code §181.101 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)(ii)(C); 164.530(e); 164.410(b); 164.530(b)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2)(ii)(A) (E) CONTRACTOR will not attempt to re -identify or further identify Confidential Information or De -identified Information, or attempt to contact any Individuals whose records are contained in the Confidential Information, except for an Authorized Purnose, without express written authorization from HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and (ii) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) and (4); Texas Health & Safety Code Ch.181.002 (F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to carry out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 3 of 15 DocuSign Envelope lU 96C45EB1-0093-4A97-83FA-79264633C4A5 with all applicable laws, rules and regulations. 45 CFR 164.502(e)(I)(ii); 164.504(e)(1)(i) and (2). (G) CONTRACTOR is directly responsible for compliance with, and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR 164.504(e)(5); 42 CFR 431.300, et seq. (H) If CONTRACTOR maintains PHI in a Designated Record Set which is Confidential Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a Designated Record Set upon request. CONTRACTOR will provide PHI to an Individual, or Legally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Privacy Regulations. CONTRACTOR will release PHI in accordance with the HIPAA Privacy Regulations upon receipt of a valid written authorization. CONTRACTOR will make other Confidential Information in CONTRACTOR's possession available pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach of Unsecured PHI as defined in HIPAA. CONTRACTOR will maintain an accounting of all such disclosures and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.524and 164.504(e)(2)(1i)(E). (1) If PHI is subject to this Agreement, CONTRACTOR will make PHI as required by HIPAA available to HHS for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to I-I1PAA. 45 CFR 164.504(e)(2)(ii)(E) and (F). (J) If PHI is subject to this Agreement, CONTRACTOR will document and make available to HHS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations. 45 CFR 164.504(e) (2) (ii) (G) and 164.528. (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI from an individual with a right of access to information subject to this DUA, it will respond to such request in compliance with the HIPAA Privacy Regulations. CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308, 164.530(c); 1 TAC 202. (M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may use PHI for the proper management and administration of CONTRACTOR or to carry out CONTRACTOR's HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 4 of 15 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 legal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may disclose PHI for the proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if.- 45 CFR 164 504(e)(4)(A). (1) Disclosure is Required by Law, provided that CONTRACTOR complies with Section 3.01(D); or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person; and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 45 CFR 164.504(e)(4)(ii)(B). (N) Except as otherwise limited by this DUA, CONTRACTOR will, if required by law and requested by HHS, use commercially reasonable efforts to use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA, 45 C.F.R. § 164.501 and permitted by HIPAA. 45 CFR 164. 504(e)(2)(i)(B) (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, send to HHS or Destroy, at HHS's election and to the extent reasonably feasible and permissible by law, all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destroy or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential Information if federal law, state law, the Texas State Library and Archives Commission records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction. If such delivery or Destruction is not reasonably feasible, or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible, and agree to extend indefinitely the protections of this DUA to the Confidential Information and limit its further uses and disclosures to the purposes that make the return delivery or Destruction of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information. 45 CFR 164.504(e)(2)(ii)(J) HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 5 of 15 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 (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 2 . 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 (MIST) 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 exgcution of this DUA and prior to any change. If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HHS request. 45 CFR 164.308(a)(2). (T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further, that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.502; 164.514(d). HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 6 of 15 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 (U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed, upon request. M CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach, to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the Statement of Work. 45 CFR 164.308, 164.316, 164.514(d); 164.530(i)(1). (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from, created by, or received, used or disclosed by CONTRACTOR for an Authorized Pur2ose for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308, 164.514(d). (X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to, or copies of, PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary of the U.S. Department of Health and Human Services, or other federal or state law. 45 CFR 164.504(e)(2)(i)(I). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form, in accordance with applicable rules, regulations and laws. A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level. If required by rule, regulation or law, HHS Confidential Information at rest requires Encryption unless there is other adequate administrative, technical, and physical security. All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system, media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation, audit or the Discovery of an Event or Breach. Otherwise, requested production of such proof will be made as agreed upon by the parties. De -identification of HHS Confidential Information is a means of security. With respect to de -identification of PHI, "secure" means de -identified according to 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) October 23, 2019 Page 7 of 15 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 • 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 ing Information it creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with Texas Business and Commerce Code, Chapter 521 and other applicable regulatory standards identified in Section 3.01(Z), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with HIPAA and other applicable regulatory standards identified in Section 3.01(Z). ARTICLE 4. BREACH NOTICE, REPORTING AND CORRECTION REQUIREMENTS 4.01 Breach or Event Notification to HHS. 45 CFR 164.400-414. HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 8 of 15 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 (A) CONTRACTOR will cooperate fully with HHS in investigating, mitigating to the extent practicable and issuing notifications directed by HHS, for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS. (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues, until all effects of the Event are mitigated to HHS's reasonable satisfaction (the "incident response period"). 45 CFR 164.404. (C) Breach Notice: (1) Initial Notice. (a) For federal information, including without limitation, Federal Tax Information, Social Security Administration Data, and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after Discovery, or in a timeframe otherwise approved by HHS in writing, initially report to HHS's Privacy and Security Officers via email at: privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. (b) Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information. 45 CFR 164.410. (c) Name, and provide contact information to HHS for, CONTRACTOR's single point of contact who will communicate with HHS both on and off business hours during the incident response period. (2) Formal Notice. No later than two business days after the Initial Notice above, provide formal notification to privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA, including all reasonably available information about the Event or Breach, and CONTRACTOR's investigation, including without limitation and to the extent available: For (a) - (m) below: 45 CFR 164.400-414. (a) The date the Event or Breach occurred; (b) The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery; (c) A brief description of the Event or Breach; including how it occurred and who is responsible (or hypotheses, if not yet determined); HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 9 of 15 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 (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; (0 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, convective action, root cause analysis and when such activities are expected to be completed; and HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 10 of 15 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 (m) Any reasonably available, pertinent information, documents or reports related to an Event or Breach that HHS requests following Discovery. 4.02 Investigation, Response and Mitigation. 45 CFR 164.308, 310 and 312; 164.530 (A) CONTRACTOR will immediately conduct a full and complete investigation, respond to the Event or Breach, commit necessary and appropriate staff and resources to expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction of HHS. (B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach, and provide the final assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. (D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any Confidential Information, including complying with reasonable corrective action or measures, as specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract. 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 (Authorities) (A) HHS may direct CONTRACTOR to provide Breach notification to Individuals, regulators or third -parties, as specified by HHS following a Breach. (B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all regulatory requirements regarding the time, manner and content of any notification to Individuals, regulators or third -parties, or any notice required by other state or federal authorities, including without limitation, notifications required by Texas Business and Commerce Code, Chapter 521.053(b) and 1-11PAA. HHS shall have ten (10) business days to provide said feedback to CONTRACTOR. Notice letters will be in CONTRACTOR's name and on CONTRACTOR's letterhead, unless otherwise directed by HHS, and will contain contact information, including the name and title of CONTRACTOR's representative, an email address and a toll -free telephone number, if required by applicable law, rule, or regulation, for the Individual to obtain additional information. (C) CONTRACTOR will provide HHS with copies of distributed and approved communications. HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 11 of 15 DocuSign Envelope lU 96C45EB1-0093-4A97-83FA-79264633C4A5 (D) CONTRACTOR will have the burden of demonstrating to the reasonable satisfaction of HHS that any notification required by HITS 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 HI -IS delegates notice requirements to CONTRACTOR, HHS shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. STATEMENT OF WORK "Statement of Work" means the services and deliverables to be performed or provided by CONTRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract. The Statement of Work, including any future amendments thereto, is incorporated by reference in this DUA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS 6.01 Oversight of Confidential Information CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor CONTRACTOR's access to and creation, receipt, maintenance, use, disclosure of the Confidential Information to confirm that CONTRACTOR is in compliance with this DUA. 6.02 HHS Commitment and Obligations HHS will not request CONTRACTOR to create, maintain, transmit, use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. 6.03 HHS Right to Inspection At any time upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to inspect the facilities, systems, books and records of CONTRACTOR to monitor compliance with this DUA. For purposes of this subsection, HHS's agent(s) include, without limitation, the HHS Office of the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal counsel or other designee. 6.04 Term; Termination of DUA; Survival This DUA will be effective on the date on which CONTRACTOR executes the DUA, and will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is extended or amended, this DUA shall be extended or amended concurrent with such extension or amendment. HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 12 of 15 DocuSign Envelope ID: 96C45EBt-00934A97-83FA-79264633C4A5 (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. (B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation to return or Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the Confidential Information until such time as determined by HHS. (C) If HHS determines that CONTRACTOR has violated a material term of this DUA; HHS may in its sole discretion: (1) Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA; or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS; or (4) Terminate the DUA and Base Contract immediately, and seek relief in a court of competent jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation, the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. (D) If neither termination nor cure is feasible, HHS shall report the violation to the Secretary of the U.S. Department of Health and Human Services. (E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destroyed or returned to HHS, as required by this DUA. 6.05 Governing Law, Venue and Litigation (A) The validity, construction and performance of this DUA and the legal relations among the Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas. (B) The Parties agree that the courts of Texas, will be the exclusive venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of this DUA. 6.06 Injunctive Relief HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 13 of 15 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information. (B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply. Accordingly, CONTRACTOR agrees that HHS will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages, to enforce the terms of this DUA. 6.07 Responsibility. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity, CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, directors, officers, Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance (A) As a governmental entity, and in accordance with the limits of the Texas Tort Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, CONTRACTOR either maintains commercial insurance or self -insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this DUA. CONTRACTOR will request that HHS be named as an additional insured. HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA. Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain insurance. (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect, at the request of HHS. 6.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, if any legal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract violation, Event, Breach, default, misrepresentation, or injunctive action, in connection with any of the provisions of this DUA, each party will bear their own legal expenses and the other cost incurred in that action or proceeding. 6.09 Entirety of the Contract This DUA is incorporated by reference into the Base Contract as an amendment thereto and, together with the Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of obligations arising under those documents will be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 14 of 15 DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 enforced. If any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. 6.10 Automatic Amendment and Interpretation If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA and/or Confidential Information, or (ii) any change in the judicial or administrative interpretation of any such law, regulation or rule„ upon the effective date of such change, this DUA shall be deemed to have been automatically amended, interpreted and read so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such changes. Any ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 15 of 15 DncuSian Envelone ID- 96C45EB1-CO93-4A97-83FA-79264633C4A5 TEXAS Texas HHS System - Data Use Agreement - Attachment 2 Health and Human SECURITY AND PRIVACY INQUIRY (SPI) Lv Services If you are a bidder for a new procurement/contract, in order to participate in the bidding process, you must have corrected any "No" responses (except A9a) prior to the contract award date. If you are an applicant for an open enrollment, you must have corrected any "No" answers (except A9a and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except A9a and A11), an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A: APPLICANT/BIDDER INFORMATION (To be completed by Applicant/Bidder) 1. Does the applicant/bidder access, create, disclose, receive, transmit, maintain, or store Texas Q Yes HHS Confidential Information in electronic systems (e.g., laptop, personal use computer, O No mobile device, database, server, etc.)? IF NO, STOP. THE SPI FORM IS NOT REQUIRED. 2. Entity or Applicant/Bidder Legal Name Legal Name: Legal Entity Tax Identification Number (TIN) (Last Four Numbers Only): Procurement/Contract#: Address: City: State: ZIP: Telephone #: Email Address: 3. Number of Employees, at all locations, in Total Employees: Applicant/Bidder's Workforce "Workforce" means all employees, volunteers, trainees, and other Persons whose conduct is under the direct control of Applicant/Bidder, whether or not they are paid by Applicant/ Bidder. If Applicant/Bidder is a sole proprietor, the workforce may be only one employee. 4. Number of Subcontractors Total Subcontractors: (if Applicant/Bidder will not use subcontractors, enter "0") S. Name of Information Technology Security Official A. Security Official: and Name of Privacy Official for Applicant/Bidder Legal Name: (Privacy and Security Official may be the same person.) Address: City: State: ZIP: Telephone #: Email Address: B. Privacy Official: Legal Name: Address: City: State: ZIP: Telephone #: Email Address: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 1 of 18 SECURITY AND PRIVACY INQUIRY (SPI) uvV u-vll LI vu-jIG lu. JVI.rYJLLJ 1-V--YAJI-u- ! I JGVYVJJlr- 6. Type(s) of Texas HHS Confidential Information the HIPAA CAS IRS FTI CMS SSA PH Applicant/Bidder will create, receive, maintain, use, D❑ 11 0 ❑ ❑ disclose or have access to: (Check all that apply) Other (Please List) • Health Insurance Portability and Accountability Act (HIPAA) data • Criminal Justice Information Services (CJIS) data • Internal Revenue Service Federal Tax Information (IRS FTI) data • Centers for Medicare & Medicaid Services (CMS) • Social Security Administration (SSA) • Personally Identifiable Information Pll 7. Number of Storage Devices for Texas HHS Confidential Information (as defined in the Total # Texas HHS System Data Use Agreement (DUA)) (Sum a-d) Cloud Services involve using a network of remote servers hosted on the Internet to store, 0 manage, and process data, rather than a local server or a personal computer. A Data Center is a centralized repository, either physical or virtual, for the storage, management, and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. a. Devices. Number of personal user computers, devices or drives, including mobile devices and mobile drives. b. Servers. Number of Servers that are not in a data center or using Cloud Services. c. Cloud Services. Number of Cloud Services in use. d. Data Centers. Number of Data Centers in use. 8. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to Select Option handle Texas HHS Confidential Information during one year: (a-d) a. 499 individuals or less © a. b. 500 to 999 individuals © b. c. 1,000 to 99,999 individuals © C. d. 100,000 individuals or more 0 d. 9. HIPAA Business Associate Agreement a. Will Applicant/Bidder use, disclose, create, receive, transmit or maintain protected 0 Yes health information on behalf of a HIPAA-covered Texas HHS agency for a HIPAA- © No covered function? b. Does Applicant/Bidder have a Privacy Notice prominently displayed on a Webpage or a © Yes Public Office of Applicant/Bidder's business open to or that serves the public? (This is a 0 No HIPAA requirement. Answer "N/A" if not applicable, such as for agencies not covered 0 N/A by HIPAA.) Action Plan for Compliance with a Timeline: Compliance Date: 10. Subcontractors. If the Applicant/Bidder responded "0" to Question 4 (indicating no subcontractors), check "N/A" for both 'a.' and 'b.' a. Does Applicant/Bidder require subcontractors to execute the DUA Attachment 1 0 Yes Subcontractor Agreement Form? O No © N/A Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 2 of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 b. Will Applicant/Bidder agree to require subcontractors who will access Confidential Information to comply with the terms of the DUA, not disclose any Confidential Information to them until they have agreed in writing to the same safeguards and to discontinue their access to the Confidential Information if they fail to comply? © Yes 0 No Q N/A Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder have any Optional Insurance currently in place? © Yes Optional Insurance provides coverage for: (1) Network Security and Privacy; (2) Data Breach; (3) Cyber Q No Liability (lost data, lost use or delay/suspension in business, denial of service with e-business, the Internet, ©N/A networks and informational assets, such as privacy, intellectual property, virus transmission, extortion, sabotage or web activities); (4) Electronic Media Liability; (5) Crime/Theft; (6) Advertising Injury and Personal Injury Liability; and (7) Crisis Management and Notification Expense Coverage. SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 3 of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 SECTIONPRIVACY RISK ANALYSIS AND • • be completed by Applicant/Bidder) For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. 1. Written Policies & Procedures. Does Applicant/Bidder have current written privacy and Yes or No security policies and procedures that, at a minimum: a. Does Applicant/Bidder have current written privacy and security policies and © Yes procedures that identify Authorized Users and Authorized Purposes (as defined in the © No DUA) relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: b. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that require Applicant/Bidder and its Workforce to comply with the ® No applicable provisions of HIPAA and other laws referenced in the DUA, relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information on behalf of a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: c. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that limit use or disclosure of Texas HHS Confidential Information to the minimum that is 0 No necessary to fulfill the Authorized Purposes? Action Plan for Compliance with a Timeline: Compliance Date: d. Does Applicant/Bidder have current written privacy and security policies and procedures © Yes that respond to an actual or suspected breach of Texas HHS Confidential Information, to include at a minimum (if any responses are "No" check "No" for all three): O No i. Immediate breach notification to the Texas HHS agency, regulatory authorities, and other required Individuals or Authorities, in accordance with Article 4 of the DUA; ii. Following a documented breach response plan, in accordance with the DUA and applicable law; & iii. Notifying Individuals and Reporting Authorities whose Texas HHS Confidential Information has been breached, as directed by the Texas HHS agency? SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 4 of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 Action Plan for Compliance with a Timeline: Compliance Date: e. Does Applicant/Bidder have current written privacy and security policies and procedures © Yes that conduct annual workforce training and monitoring for and correction of any training Q No delinquencies? Action Plan for Compliance with a Timeline: Compliance Date: f. Does Applicant/Bidder have current written privacy and security policies and Q Yes procedures that permit or deny individual rights of access, and amendment or correction, when appropriate? Q No Action Plan for Compliance with a Timeline: Compliance Date: g. Does Applicant/Bidder have current written privacy and security policies and procedures Q Yes that permit only Authorized Users with up-to-date privacy and security training, and Q No with a reasonable and demonstrable need to use, disclose, create, receive, maintain, access or transmit the Texas HHS Confidential Information, to carry out an obligation under the DUA for an Authorized Purpose, unless otherwise approved in writing by a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: h. Does Applicant/Bidder have current written privacy and security policies and procedures Q Yes that establish, implement and maintain proof of appropriate sanctions against any Q No Workforce or Subcontractors who fail to comply with an Authorized Purpose or who is not an Authorized User, and used or disclosed Texas HHS Confidential Information in violation of the DUA, the Base Contract or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: I. Does Applicant/Bidder have current written privacy and security policies and Q Yes procedures that require updates to policies, procedures and plans following major Q No changes with use or disclosure of Texas HHS Confidential Information within 60 days of identification of a need for update? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page S of 18 SECURITY AND PRIVACY INQUIRY (SPI) j. Does Applicant/Bidder have current written privacy and security policies and © Yes procedures that restrict permissions or attempts to re -identify or further identify 0 No de -identified Texas HHS Confidential Information, or attempt to contact any Individuals whose records are contained in the Texas HHS Confidential Information, except for an Authorized Purpose, without express written authorization from a Texas HHS agency or as expressly permitted by the Base Contract? Action Plan for Compliance with a Timeline: Compliance Date: k. If Applicant/Bidder intends to use, disclose, create, maintain, store or transmit Texas HHS O Yes Confidential Information outside of the United States, will Applicant/Bidder obtain the ® No express prior written permission from the Texas HHS agency and comply with the Texas HHS agency conditions for safeguarding offshore Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: I. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that require cooperation with Texas HHS agencies' or federal regulatory inspections, © No audits or investigations related to compliance with the DUA or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: m. Does Applicant/Bidder have current written privacy and security policies and Yes procedures that require appropriate standards and methods to destroy or dispose of No Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: n. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes that prohibit disclosure of Applicant/Bidder's work product done on behalf of Texas HHS ©No pursuant to the DUA, or to publish Texas HHS Confidential Information without express prior approval of the Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder have a current Workforce training program? Q Yes Training of Workforce must occur at least once every year, and within 30 days of date of hiring a new O No Workforce member who will handle Texas HHS Confidential Information. Training must include: (1) privacy and security policies, procedures, plans and applicable requirements for handling Texas HHS Confidential Information, (2) a requirement to complete training before access is given to Texas HHS Confidential Information, and (3) written proof of training and a procedure for monitoring timely completion of training. SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 6 of 18 SECURITY AND PRIVACY INQUIRY (SPI) UVI:UAIIYII r-11MVFJC IL/. yOli4VCD 1'I,U�J'4/1�/-OJrM-/.7GV4VJJli4/1:7 Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder have Privacy Safeguards to protect Texas HHS Confidential © Yes Information in oral, paper and/or electronic form? lO No "Privacy Safeguards" means protection of Texas HHS Confidential Information by establishing, implementing and maintaining required Administrative, Physical and Technical policies, procedures, processes and controls, required by the DUA, HIPAA (45 CFR 164.530), Social Security Administration, Medicaid and laws, rules or regulations, as applicable. Administrative safeguards include administrative protections, policies and procedures for matters such as training, provision of access, termination, and review of safeguards, incident management, disaster recovery plans, and contract provisions. Technical safeguards include technical protections, policies and procedures, such as passwords, logging, emergencies, how paper is faxed or mailed, and electronic protections such as encryption of data. Physical safeguards include physical protections, policies and procedures, such as locks, keys, physical access, physical storage and trash. Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder and all subcontractors (if applicable) maintain a current list of © Yes Authorized Users who have access to Texas HHS Confidential Information, whether oral, ©No written or electronic? Action Plan for Compliance with a Timeline: Compliance Date: S. Does Applicant/Bidder and all subcontractors (if applicable) monitor for and remove 0 Yes terminated employees or those no longer authorized to handle Texas HHS 0 No Confidential Information from the list of Authorized Users? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 7 of 18 SECURITY AND PRIVACY INQUIRY (SPI) n,.....Q7.... C....eln..e In• na(%A=04 i`nn9 Inn? oocA •)n7 Ac90nl nc TfUll, • RISK ANALYSISAND ASSESSMENT• be • • - - • by • •l ica nt/ Bidder) This section is about your electronic system. If your business DOES NOT store, access, or No Electronic transmit Texas HHS Confidential Information in electronic systems (e.g., laptop, personal Systems use computer, mobile device, database, server, etc.) select the box to the right, and ❑ "YES" will be entered for all questions in this section. For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related items is 30 calendar days, PII-related items is 90 calendar days. 1. Does the Applicant/Bidder ensure that services which access, create, disclose, receive, ® Yes transmit, maintain, or store Texas HHS Confidential Information are maintained IN the ® No United States (no offshoring) unless ALL of the following requirements are met? a. The data is encrypted with FIPS 140-2 validated encryption b. The offshore provider does not have access to the encryption keys c. The Applicant/Bidder maintains the encryption key within the United States d. The Application/Bidder has obtained the express prior written permission of the Texas HHS agency For more information regarding FIP5140-2 encryption products, please refer to: http://csrc. nist. aov/publications/lips Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder utilize an IT security -knowledgeable person or company to maintain 0 Yes or oversee the configurations of Applicant/Bidder's computing systems and devices? 0 No Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder monitor and manage access to Texas HHS Confidential Information ® Yes (e.g., a formal process exists for granting access and validating the need for users to access © No Texas HHS Confidential Information, and access is limited to Authorized Users)? Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder a) have a system for changing default passwords, b) require user © Yes password changes at least every 90 calendar days, and c) prohibit the creation of weak © No passwords (e.g., require a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numerals, where possible) for all computer systems that access or store Texas HHS Confidential Information. If yes, upon request must provide evidence such as a screen shot or a system report. Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 8 of 18 SECURITY AND PRIVACY INQUIRY (SPI) uoc:uaign cnveiupe v. aot.4or_ei-�uao •mar-oor-ieco�r000�4r�o 5. Does each member of Applicant/Bidder's Workforce who will use, disclose, create, receive, 0 Yes transmit or maintain Texas HHS Confidential Information have a unique user name No (account) and private password? Action Plan for Compliance with a Timeline: Compliance Date: 6. Does Applicant/Bidder lock the password after a certain number of failed attempts and Q Yes after 15 minutes of user inactivity in all computing devices that access or store Texas ©No HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 7. Does Applicant/Bidder secure, manage and encrypt remote access (including wireless C) Yes access) to computer systems containing Texas HHS Confidential Information? (e.g., a formal O No process exists for granting access and validating the need for users to remotely access Texas HHS Confidential Information, and remote access is limited to Authorized Users). Encryption is required for all Texas HHS Confidential Information. Additionally, FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data. For more information regarding FIPS 140-2 encryption products, please refer to: h ttp://csrc. nist.aov/publications/fips Action Plan for Compliance with a Timeline: Compliance Date: 8. Does Applicant/Bidder implement computer security configurations or settings for all © Yes computers and systems that access or store Texas HHS Confidential Information? © No (e.g., non -essential features or services have been removed or disabled to reduce the threat of breach and to limit exploitation opportunities for hackers or intruders, etc.) Action Plan for Compliance with a Timeline: Compliance Date: 9. Does Applicant/Bidder secure physical access to computer, paper, or other systems Q Yes containing Texas HHS Confidential Information from unauthorized personnel and theft ©No (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area, etc.)? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 9 of 18 SECURITY AND PRIVACY INQUIRY (SPI) n......0;.... r......1...... In nQ!`wcr04 rnno wnn� o�rn -�nnc wconnwnc .,.yr.. .,...,., �...,. .,... �..�.... 10. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential 0 Yes Information that is transmitted over a public network (e.g., the Internet, WiFi, etc.)? 0 No If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all HHS Confidential Information. Additionally, FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CIIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data. For more information regarding FIPS 140-2 encryption products, please refer to: http://csrc. nist. aov/publications/figs Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential 0 Yes Information stored on end user devices (e.g., laptops, USBs, tablets, smartphones, external 0 No hard drives, desktops, etc.)? If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all Texas HHS Confidential Information. Additionally, FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CIIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data. For more information regarding FIPS 140-2 encryption products, please refer to: http://csrc.nist. aov/publications/Fps Action Plan for Compliance with a Timeline: Compliance Date: 12. Does Applicant/Bidder require Workforce members to formally acknowledge rules outlining 0 Yes their responsibilities for protecting Texas HHS Confidential Information and associated 0 No systems containing HHS Confidential Information before their access is provided? Action Plan for Compliance with a Timeline: Compliance Date: 13. Is Applicant/Bidder willing to perform or submit to a criminal background check on © Yes Authorized Users? 0 No Action Plan for Compliance with a Timeline: Compliance Date: 14. Does Applicant/Bidder prohibit the access, creation, disclosure, reception, transmission, 0 Yes maintenance, and storage of Texas HHS Confidential Information with a subcontractor 0 No (e.g., cloud services, social media, etc.) unless Texas HHS has approved the subcontractor agreement which must include compliance and liability clauses with the same requirements as the Applicant/Bidder? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 10 of 18 SECURITY AND PRIVACY INQUIRY (SPI) 15.JDoes Applicant/Bidder licant/Bidder keep current security updates/patches includin firmware pp / p Y(including , ©Yes software and applications) for computing systems that use, disclose, access, create, ONO transmit, maintain or store Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 16. Do Applicant/Bidder's computing systems that use, disclose, access, create, transmit, 0 Yes maintain or store Texas HHS Confidential Information contain up-to-date anti- No malware and antivirus protection? Action Plan for Compliance with a Timeline: Compliance Date: 17. Does the Applicant/Bidder review system security logs on computing systems that access Yes or store Texas HHS Confidential Information for abnormal activity or security concerns on © No a regular basis? Action Plan for Compliance with a Timeline: Compliance Date: 18. Notwithstanding records retention requirements, does Applicant/Bidder's disposal © Yes processes for Texas HHS Confidential Information ensure that Texas HHS Confidential No Information is destroyed so that it is unreadable or undecipherable? Action Plan for Compliance with a Timeline: Compliance Date: 19. Does the Applicant/Bidder ensure that all public facing websites and mobile © Yes applications containing Texas HHS Confidential Information meet security testing ©No standards set forth within the Texas Government Code (TGC), Section 2054.516; including requirements for implementing vulnerability and penetration testing and addressing identified vulnerabilities? For more information regarding TGC, Section 2054.516 DATA SECURITY PLAN FOR ONLINE AND MOBILE APPLICATIONS, please refer to7 htt9s.111ec1iscan._CQt_ Cltext/HB812017 Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 11 of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envelope ID: 96C45EB1-Co93-4A97-83FA-79264633C4A5 SECTION► i • • be completed by Applicant/Bidder) Please sign the form digitally, if possible. if you can't, provide a handwritten signature. 1. 1 certify that all of the information provided in this form is truthful and correct to the best of my knowledge. If I learn that any such information was not correct, I agree to notify Texas HHS of this immediately. 2. Signature To submit the completed, signed form: • Email the form as an attachment to the appropriate SectionBe• • Agency(s): HHSC: DFPS: 3. Title . Date: Texas HHS Contract Manager(s). Agency Requesting De artment s : DSHS: Ll Legal Entity Tax Identification Number (TIN) (Last four Only): PO/Contract(s) #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 12 of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envelope ID: 96Cima i mu�iiviva ruK WIVirLt i irvu THE SECURITY AND PRIVACY INQUIRY (SPI) Below are instructions for Applicants, Bidders and Contractors for Texas Health and Human Services requiring the Attachment 2, Security and Privacy Inquiry (SPI) to the Data Use Agreement (DUA). Instruction item numbers below correspond to sections on the SPI form. If you are a bidder for a new procurement/contract, in order to participate in the bidding process, you must have corrected any "No" responses (except A9a) prior to the contract award date. If you are an applicant for an open enrollment, you must have corrected any "No" answers (except A9a and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except A9a and A11), an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A. APPLICANT /BIDDER INFORMATION Item #1. Only contractors that access, transmit, store, and/or maintain Texas HHS Confidential Information will complete and email this form as an attachment to the appropriate Texas HHS Contract Manager. Item #2. Entity or Applicant/Bidder Legal Name. Provide the legal name of the business (the name used for legal purposes, like filing a federal or state tax form on behalf of the business, and is not a trade or assumed named "dba"), the legal tax identification number (last four numbers only) of the entity or applicant/bidder, the address of the corporate or main branch of the business, the telephone number where the business can be contacted regarding questions related to the information on this form and the website of the business, if a website exists. Item #3. Number of Employees, at all locations, in Applicant/Bidder's workforce. Provide the total number of individuals, including volunteers, subcontractors, trainees, and other persons who work for the business. If you are the only employee, please answer "1." Item #4. Number of Subcontractors. Provide the total number of subcontractors working for the business. If you have none, please answer "0" zero. Item #5. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to handle HHS Confidential Information during one year. Select the radio button that corresponds with the number of clients/consumers for whom you expect to handle Texas HHS Confidential Information during a year. Only count clients/consumers once, no matter how many direct services the client receives during a year. Item #5. Name of Information Technology Security Official and Name of Privacy Off cial for Applicant/Bidder. As with all other fields on the SPI, this is a required field. This may be the same person and the owner of the business if such person has the security and privacy knowledge that is required to implement the requirements of the DUA and respond to questions related to the SPI. In 4.A. provide the name, address, telephone number, and email address of the person whom you have designated to answer any security questions found in Section C and in 4.B. provide this information for the person whom you have designated as the person to answer any privacy questions found in Section B. The business may contract out for this expertise; however, designated individual(s) must have knowledge of the business's devices, systems and methods for use, disclosure, creation, receipt, transmission and maintenance of Texas HHS Confidential Information and be willing to be the point of contact for privacy and security questions. Item #6. Type(s) of HHS Confidential Information the Entity or Applicant/Bidder Will Create, Receive, Maintain, Use, Disclose or Have Access to: Provide a complete listing of all Texas HHS Confidential Information that the Contractor will create, receive, maintain, use, disclose or have access to. The DUA section Article 2, Definitions, defines Texas HHS Confidential Information as: "Confidential Information" means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR or that CONTRACTOR may create, receive, maintain, use, disclose or have access to on behalf of Texas HHS that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information; (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 13 of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 (4) reaerai i ax information; (5) Personally Identifiable Information; (6) Social Security Administration Data, including, without limitation, Medicaid information; (7) All privileged work product, (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. Definitions for the following types of confidential information can be found the following sites: • Health Insurance Portability and Accountability Act (HIPAA) - http://www.hhs.gov/hipoa/index.html • Criminal Justice Information Services (CIIS) - https://www.fbi.gov/services/ciis/ciis-security-policy-resource-center • Internal Revenue Service Federal Tax Information (IRS FTI) - https://www.irs.gov/pub/irs-pdf/p1075.pdf • Centers for Medicare & Medicaid Services (CMS) - https.11www.cros.gov/Regulations-and-Guidance/Regulations-and- Guidance.html • Social Security Administration (SSA) - https://www.ssa.gov/regulations/ • Personally Identifiable Information (Pll) - htt1p://csrc.nist.gov/publications/nistpubs/800-122/sp800-122.pdf Item #7. Number of Storage devices for Texas HHS Confidential Information. The total number of devices is automatically calculated by exiting the fields in lines a - d. Use the <Tab> key when exiting the field to prompt calculation, if it doesn't otherwise sum correctly. • Item 7a. Devices. Provide the number of personal user computers, devices, and drives (including mobile devices, laptops, USB drives, and external drives) on which your business stores or will store Texas HHS Confidential Information. • Item 7b. Servers. Provide the number of servers not housed in a data center or "in the cloud, " on which Texas HHS Confidential Information is stored or will be stored. A server is a dedicated computer that provides data or services to other computers. It may provide services or data to systems on a local area network (LAN) or a wide area network (WAN) over the Internet. If none, answer "0" (zero). • Item 7c. Cloud Services. Provide the number of cloud services to which Texas HHS Confidential Information is stored. Cloud Services involve using a network of remote servers hosted on the Internet to store, manage, and process data, rather than on a local server or a personal computer. If none, answer "0" (zero.) • Item 7d. Data Centers. Provide the number of data centers in which you store Texas HHS Confidential Information. A Data Center is a centralized repository, either physical or virtual, for the storage, management, and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. If none, answer "0" (zero). Item #8. Number of unduplicated individuals for whom the Applicant/Bidder reasonably expects to handle Texas HHS Confidential Information during one year. Select the radio button that corresponds with the number of clients/consumers for whom you expect to handle Confidential Information during a year. Only count clients/consumers once, no matter how many direct services the client receives during a year. Item #9. HIPAA Business Associate Agreement. • Item #9a. Answer "Yes" if your business will use, disclose, create, receive, transmit, or store information relating to a client/consumer's healthcare on behalf of the Department of State Health Services, the Department of Disability and Aging Services, or the Health and Human Services Commission for treatment, payment, or operation of Medicaid or Medicaid clients. If your contract does not include HIPAA covered information, respond "no." If "no, " a compliance plan is not required. • Item #9b. Answer "Yes" if your business has a notice of privacy practices (a document that explains how you protect and use a client/consumer's healthcare information) displayed either on a website (if one exists for your business) or in your place of business (if that location is open to clients/consumers or the public). If your contract does not include HIPAA covered information, respond "N/A." Item #10. Subcontractors. If your business responded "0" to question 4 (number of subcontractors), Answer "N/A" to Items 10a and 10b to indicate not applicable. • Item #10a. Answer "Yes" if your business requires that all subcontractors sign Attachment 1 of the DUA. • Item #10b. Answer "Yes" if your business obtains Texas HHS approval before permitting subcontractors to handle Texas HHS Confidential Information on your business's behalf. Item #11. Optional Insurance. Answer "yes" if applicant has optional insurance in place to provide coverage for a Breach or any Texas HHS System - Data Use Agreement - Attachment 2: SPI Version 2.1 (06/2018) Page 14 of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 other situations listed in this question. If you are not required to have this optional coverage, answer "NIA "A compliance plan is not required. SECTION B. PRIVACY RISK ANALYSIS AND ASSESSMENT Reasonable and appropriate written Privacy and Security policies and procedures are required, even for sole proprietors who are the only employee, to demonstrate how your business will safeguard Texas HHS Confidential Information and respond in the event of a Breach of Texas HHS Confidential Information. To ensure that your business is prepared, all of the items below must be addressed in your written Privacy and Security policies and procedures. Item #1. Answer "Yes" if you have written policies in place for each of the areas (a-o). • Item #la. Answer "yes" if your business has written policies and procedures that identify everyone, including subcontractors, who are authorized to use Texas HHS Confidential Information. The policies and procedures should also identify the reason why these Authorized Users need to access the Texas HHS Confidential Information and this reason must align with the Authorized Purpose described in the Scope of Work or description of services in the Base Contract with the Texas HHS agency. • Item #1b. Answer "Yes" if your business has written policies and procedures that require your employees (including yourself), your volunteers, your trainees, and any other persons whose work you direct, to comply with the requirements of HIPAA, if applicable, and other confidentiality laws as they relate to your handling of Texas HHS Confidential Information. Refer to the laws and rules that apply, including those referenced in the DUA and Scope of Work or description of services in the Base Contract. • Item #1c. Answer "Yes" if your business has written policies and procedures that limit the Texas HHS Confidential Information you disclose to the minimum necessary for your workforce and subcontractors (if applicable) to perform the obligations described in the Scope of Work or service description in the Base Contract. (e.g., if a client/consumer's Social Security Number is not required for a workforce member to perform the obligations described in the Scope of Work or service description in the Base Contract, then the Social Security Number will not be given to them.) if you are the only employee for your business, policies and procedures must not include a request for, or use of, Texas HHS Confidential Information that is not required for performance of the services. • Item #1d. Answer "Yes" if your business has written policies and procedures that explain how your business would respond to an actual or suspected breach of Texas HHS Confidential Information. The written policies and procedures, at a minimum, must include the three items below. If any response to the three items below are no, answer "no." o Item #1di. Answer "Yes" if your business has written policies and procedures that require your business to immediately notify Texas HHS, the Texas HHS Agency, regulatory authorities, or other required Individuals or Authorities of a Breach as described in Article 4, Section 4 of the DUA. Refer to Article 4, Section 4.01: Initial Notice of Breach must be provided in accordance with Texas HHS and DUA requirements with as much information as possible about the Event/Breach and a name and contact who will serve as the single point of contact with HHS both on and off business hours. Time frames related to Initial Notice include: • within one hour of Discovery of an Event or Breach of Federal Tax Information, Social Security Administration Data, or Medicaid Client Information • within 24 hours of all other types of Texas HHS Confidential Information 48-hour Formal Notice must be provided no later than 48 hours after Discoveryfor protected health information, sensitive personal information or other non-public information and must include applicable information as referenced in Section 4.01 (C) 2. of the DUA. o Item #1dii. Answer "Yes" if your business has written policies and procedures require you to have and follow a written breach response plan as described in Article 4 Section 4.02 of the DUA. O Item #ldiii. Answer "Yes" if your business has written policies and procedures require you to notify Reporting Authorities and Individuals whose Texas HHS Confidential Information has been breached as described in Article 4 Section 4.03 of the DUA. • Item #1e. Answer "Yes" if your business has written policies and procedures requiring annual training of your entire workforce on matters related to confidentiality, privacy, and security, stressing the importance of promptly reporting any Event or Breach, outlines the process that you will use to require attendance and track completion for employees who failed to complete annual training. SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement -Attachment 2: Page 15 of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 • Item W. Answer "Yes" if your business has written policies and procedures requiring you to allow individuals (clients/consumers) to access their individual record of Texas HHS Confidential Information, and allow them to amend or correct that information, if applicable. • Item #1g. Answer "Yes" if your business has written policies and procedures restricting access to Texas HHS Confidential Information to only persons who have been authorized and trained on how to handle Texas HHS Confidential Information • Item #1h. Answer "Yes" if your business has written policies and procedures requiring sanctioning of any subcontractor, employee, trainee, volunteer, or anyone whose work you direct when they have accessed Texas HHS Confidential Information but are not authorized to do so, and that you have a method of proving that you have sanctioned such an individuals. If you are the only employee, you must demonstrate how you will document the noncompliance, update policies and procedures if needed, and seek additional training or education to prevent future occurrences. • Item #1i. Answer "Yes" if your business has written policies and procedures requiring you to update your policies within 60 days after you have made changes to how you use or disclose Texas HHS Confidential Information. • Item #1j. Answer "Yes" if your business has written policies and procedures requiring you to restrict attempts to take de -identified data and re -identify it or restrict any subcontractor, employee, trainee, volunteer, or anyone whose work you direct, from contacting any individuals for whom you have Texas HHS Confidential Information except to perform obligations under the contract, or with written permission from Texas HHS. • Item #1k. Answer "Yes" if your business has written policies and procedures prohibiting you from using, disclosing, creating, maintaining, storing or transmitting Texas HHS Confidential Information outside of the United States. • Item #11. Answer "Yes" if your business has written policies and procedures requiring your business to cooperate with HHS agencies or federal regulatory entities for inspections, audits, or investigations related to compliance with the DUA or applicable law. • Item #1m. Answer "Yes" if your business has written policies and procedures requiring your business to use appropriate standards and methods to destroy or dispose of Texas HHS Confidential Information. Policies and procedures should comply with Texas HHS requirements for retention of records and methods of disposal. • Item #1n. Answer "Yes" if your business has written policies and procedures prohibiting the publication of the work you created or performed on behalf of Texas HHS pursuant to the DUA, or other Texas HHS Confidential Information, without express prior written approval of the HHS agency. Item #2. Answer "Yes" if your business has a current training program that meets the requirements specified in the SPI for you, your employees, your subcontractors, your volunteers, your trainees, and any other persons under you direct supervision. Item #3. Answer "Yes" if your business has privacy safeguards to protect Texas HHS Confidential Information as described in the SPI. Item #4. Answer "Yes" if your business maintains current lists of persons in your workforce, including subcontractors (if applicable), who are authorized to access Texas HHS Confidential Information. If you are the only person with access to Texas HHS Confidential Information, please answer "yes." Item #5. Answer "Yes" if your business and subcontractors (if applicable) monitor for and remove from the list of Authorized Users, members of the workforce who are terminated or are no longer authorized to handle Texas HHS Confidential Information. If you are the only one with access to Texas HHS Confidential Information, please answer "Yes." SECTION C. SECURITY RISK ANALYSIS AND ASSESSMENT This section is about your electronic systems. If you DO NOT store Texas HHS Confidential Information in electronic systems (e.g., laptop, personal computer, mobile device, database, server, etc.), select the "No Electronic Systems" box and respond "Yes" for all questions in this section. Item #1. Answer "Yes" if your business does not "offshore" or use, disclose, create, receive, transmit or maintain Texas HHS Confidential Information outside of the United States. If you are not certain, contact your provider of technology services (application, cloud, data center, network, etc.) and request confirmation that they do not off- shore their data. SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 16 of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 item #Z. Answer "Yes" it your ousiness uses a person or company who is knowledgeable in IT security to maintain or oversee the configurations of your business's computing systems and devices. You may be that person, or you may hire someone who can provide that service for you. Item #3. Answer "Yes" if your business monitors and manages access to Texas HHS Confidential Information (i.e., reviews systems to ensure that access is limited to Authorized Users; has formal processes for granting, validating, and reviews the need for remote access to Authorized Users to Texas HHS Confidential Information, etc.). If you are the only employee, answer "Yes" if you have implemented a process to periodically evaluate the need for accessing Texas HHS Confidential Information to fulfill your Authorized Purposes. Item #4. Answer "Yes" if your business has implemented a system for changing the password a system initially assigns to the user (also known as the default password), and requires users to change their passwords at least every 90 days, and prohibits the creation of weak passwords for all computer systems that access or store Texas HHS Confidential Information (e.g., a strong password has a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numbers, where possible). If your business uses a Microsoft Windows system, refer to the Microsoft website on how to do this, see example: https://docs. microsoft. com/en-us/windows/security/threat-protection/security-policy-settings/password-policy Item #5. Answer "Yes" if your business assigns a unique user name and private password to each of your employees, your subcontractors, your volunteers, your trainees and any other persons under your direct control who will use, disclose, create, receive, transmit or maintain Texas HHS Confidential Information. Item #6. Answer "Yes" if your business locks the access after a certain number of failed attempts to login and after 15 minutes of user inactivity on all computing devices that access or store Texas H H S Confidential Information. If your business uses a Microsoft Windows system, refer to the Microsoft website on how to do this, see example: https://docs. microsoft. com/en-us/windows/security/threat-protection/security-policy-settings/account-lockout-policy Item #7. Answer "Yes" if your business secures, manages, and encrypts remote access, such as: using Virtual Private Network (VPN) software on your home computer to access Texas HHS Confidential Information that resides on a computer system at a business location or, if you use wireless, ensuring that the wireless is secured using a password code. If you do not access systems remotely or over wireless, answer "Yes." Item #8. Answer "Yes" if your business updates the computer security settings for all your computers and electronic systems that access or store Texas HHS Confidential Information to prevent hacking or breaches (e.g., non -essential features or services have been removed or disabled to reduce the threat of breach and to limit opportunities for hackers or intruders to access your system). For example, Microsoft's Windows security checklist: h ttps://docs. microsoft. com/en-us/windo ws/security/threa t-protection/security-policy-settings/ho w-to-config ure-security-policy-settings Item #9. Answer "Yes" if your business secures physical access to computer, paper, or other systems containing Texas HHS Confidential Information from unauthorized personnel and theft (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area, etc.). If you are the only employee and use these practices for your business, answer "Yes." Item #10. Answer "Yes" if your business uses encryption products to protect Texas HHS Confidential Information that is transmitted over a public network (e.g., the Internet, WIFI, etc.) or that is stored on a computer system that is physically or electronically accessible to the public (FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data.) For more information regarding FIPS 140-2 encryption products, please refer to: http://csrc.nist.gov/publications/figs). Item #11. Answer "Yes" if your business stores Texas HHS Confidential Information on encrypted end -user electronic devices (e.g., laptops, USBs, tablets, smartphones, external hard drives, desktops, etc.) and can produce evidence of the encryption, such as, a screen shot or a system report (FIPS 140-2 encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data). For more information regarding FIPS 140-2 validated encryption products, please refer to: http://csrc.nist.gov/publications/fips). If you do not utilize end -user electronic devices for storing Texas HHS Confidential Information, answer "Yes." SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 17 of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 Item #12. Answer "Yes" if your business requires employees, volunteers, trainees and other workforce members to sign a document that clearly outlines their responsibilities for protecting Texas HHS Confidential Information and associated systems containing Texas HHS Confidential Information before they can obtain access. If you are the only employee answer "Yes" if you have signed or are willing to sign the DUA, acknowledging your adherence to requirements and responsibilities. Item #13. Answer "Yes" if your business is willing to perform a criminal background check on employees, subcontractors, volunteers, or trainees who access Texas HHS Confidential Information. If you are the only employee, answer "Yes" if you are willing to submit to a background check. Item #14. Answer "Yes" if your business prohibits the access, creation, disclosure, reception, transmission, maintenance, and storage of Texas HHS Confidential Information on Cloud Services or social media sites if you use such services or sites, and there is a Texas HHS approved subcontractor agreement that includes compliance and liability clauses with the same requirements as the Applicant/Bidder. If you do not utilize Cloud Services or media sites for storing Texas HHS Confidential Information, answer "Yes." Item #15. Answer "Yes" if your business keeps current on security updates/patches (including firmware, software and applications) for computing systems that use, disclose, access, create, transmit, maintain or store Texas HHS Confidential Information. If you use a Microsoft Windows system, refer to the Microsoft website on how to ensure your system is automatically updating, see example: https://portaLmsrc. microsoft.com/en-us/ Item #16. Answer "Yes" if your business's computing systems that use, disclose, access, create, transmit, maintain or store Texas HHS Confidential Information contain up-to-date anti-malware and antivirus protection. If you use a Microsoft Windows system, refer to the Microsoft website on how to ensure your system is automatically updating, see example: https://docs. microsoft. com/en-us/windows/security/threat-protection/ Item #17. Answer "Yes" if your business reviews system security logs on computing systems that access or store Texas HHS Confidential Information for abnormal activity or security concerns on a regular basis. If you use a Microsoft Windows system, refer to the Microsoft website for ensuring your system is logging security events, see example: https://docs. microsoft. com/en-us/windows/security/threat-protection/auditing/basic-security-audit-policies Item #18. Answer "Yes" if your business disposal processes for Texas HHS Confidential Information ensures that Texas HHS Confidential Information is destroyed so that it is unreadable or undecipherable. Simply deleting data or formatting the hard drive is not enough; ensure you use products that perform a secure disk wipe. Please see NIST SP 800-88 111, Guidelines for Media Sanitization and the applicable laws and regulations for the information type for further guidance. Item #19. Answer "Yes" if your business ensures that all public facing websites and mobile applications containing HHS Confidential Information meet security testing standards set forth within the Texas Government Code (TGC), Section 2054.516 SECTION D. SIGNATURE AND SUBMISSION Click on the signature area to digitally sign the document. Email the form as an attachment to the appropriate Texas HHS Contract Manager. SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 18 of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envelope ID: 96C45EB1-0093-4A97-83FA-79264633C4A5 „ACHMENT H FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA) CERTIFICATION The certifications enumerated below represent material facts upon which HHSC relies when reporting information to the federal government required under federal law. If HHSC later determines that the Contractor knowingly rendered an erroneous certification, HHSC may pursue all available remedies in accordance with Texas and U.S. laws. Signor further agrees that it will provide immediate written notice to HHSC if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to 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-digits Required www.usps.com Primary DUNS Number: 9-digits Required htto://www.dnb.com/us/ State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits Printed Name of Authorized Representative Title of Authorized Representative Signature of Authorized Representative Date - 1 - DocuSign Envelope ID: 96C45EB1-00934A97-83FA-79264633C4A5 FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, I hereby certifythat the statements made by me in this certification form are true, complete and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? ❑ Yes ❑ No If your answer is "Yes," skip questions "A," '%," and "C" and finish the certification. If your answer is "No," answer questions "A" and "B." A. Certification Regarding Percent M of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? ❑ Yes ❑ No B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? ❑ Yes ❑ No If your answer is "Yes" to both question "A" and '%," you must answer question "C." If your answer is "No" to either question "A" or '%," skip question C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the highly compensated officerVsenior executives in your business or organization (including parent organization, all brandies, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities bcdiange Act of 1934 (15 US.0 78m(a), 78o(d)) or section 61M of the Internal Revenue Code of 1986? ❑ Yes ❑ No If your answer is "Yes" to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. Provide compensation information here: -2- Certificate Of Completion Envelope Id: 96C45EBlCO934A9783FA79264633C4A5 Subject New $251,055.00; HHS000779500006; City of Lubbock; HHSC - MSS/IDD-BHS/SUD Source Envelope: Document Pages: 131 Signatures: 0 Certificate Pages: 2 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 1/14/2022 1:55:57 PM Signer Events Daniel Pope dpope@mylubbock.us Mayor City of Lubbock Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Trina Ita Tdna.ita0l@hhs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Contract Developer Pamela-Fox@hhs-texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Holder: Texas Health and Human Services Commission PCS_DocuSign@hhsc.state.tx.us Signature Signature Status Status Status Status Status COPIED SA Mailbox CO PIED SubstanceAbuse,Contracts@hhs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign DocuSign- Status: Sent Envelope Originator: Texas Health and Human Services Commission 1100 W. 49th St. Austin, TX 78756 PCS—DocuSign@hhsc-state.tx.us IP Address: 167.137.1.15 Location. DocuSign Timestamp Sent: 1/14/20224:08:01 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 1/14/20224:07:59 PM Viewed: 1/14/2022 4:53:56 PM Sent: 1 /14/2022 4:08 00 PM Carbon Copy Events Status Bryan Hunter Bryan.Hunter@hhs.texas.gov COPIED Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Katherine Wells kwells@mylubbock.us COPIED Director of Public Health City of Lubbock Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Notary Events Signature Envelope Summary Events Status Envelope Sent Hashed/Encrypted Payment Events Status Timestamp Sent: 1/14/20224:08:00 PM Sent: 1/14/20224:08:01 PM Viewed: 1/14/2022 4:47:04 PM Timestamp Timestamp Timestamps 1/14/2022 4:08:00 PM Timestamps