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HomeMy WebLinkAboutResolution - 2022-R0017 - Contract HHS00112030005 with DSHSResolution No. 2022-R0017 Item No. 7.25 January 11, 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, Department of State Health Services Contract No. HHS001120300005 under the STD/HIV-DIS Prevention Services Grant Program, by and between the City of Lubbock and the State of Texas' Department of State Health Services, 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 11, 2022 DANIEL M. POPE, MAYOR AT EST: tA Rebecca Garza, City Secretary APPROVED AS TO CONTENT: Bill Ho)��dor�, Deputy City APPROVED AS TO FORM: Ry B oke, Assistant City Attorney RES.DSHS Contract No. HHS001120300005 STD-HIV-DIS Prevention 12.23.21 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 Resolution No. 2022-R0017 TEXAS Health and Human Services The Honorable Daniel Pope, Mayor City of Lubbock PO Box 2000 Lubbock, Texas 79457 Texas Department d State Health Services John Hellernteft M.D. Commissioner Subject: Sexually Transmitted Disease/Human Immunodeficiency Virus Disease Intervention Specialists (STD/HIV-DIS) Contract Contract Number: HHS001120300005 Contract Amount: $261,979.00 Contract Term: January 1, 2022 through August 31, 2022 Dear Mayor Pope: Enclosed is the STD/HIV-DIS contract between the Department of State Health Services and City of Lubbock. The purpose of this contract is to control and prevent the spread of Sexually Transmitted Diseases (STDs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS) and viral hepatitis. With all possible renewals exercised, the total amount of the contract is projected to be $1,309,895.00. Please let me know if you have any questions or need additional information. Sincerely, Lillie Powell, CTCM Contract Manager (512) 776-2665 lillie. powell aodshs.texas.gov P.O. Sox 149347 • Austin,Texas 78714-9347 • Phone: 988-963-7111 • TTY: 800-735-2889 • www.dshs.texas.gov DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS001120300005 UNDER THE STD/HIV-DIS PREVENTION SERVICES GRANT PROGRAM I. PURPOSE The DEPARTMENT OF STATE HEALTH SERVICES ("DSHS" or "System Agency"), a pass - through entity, and CITY OF LUBBOCK ("Grantee"), each a "Party" and collectively the "Parties," enter into the following grant contract to provide funding to control and prevent the spread of Sexually Transmitted Diseases (STDs), including Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS) and viral hepatitis (the "Contract"). II. LEGAL AUTHORITY This Contract is authorized by and in compliance with the provisions of Section 318 of the Public Health Service Act, 42 U.S.C. Section 247c, as amended, and Texas Health and Safety Code Chapter 12. III. DURATION This Contract is effective on January 1, 2022, or the date of the last signature below, whichever is later, and terminates on August 31, 2022, unless renewed, extended, or terminated pursuant to the terms and conditions of the Contract. System Agency, at its sole discretion, may extend this Contract for any period(s) of time, provided the Contract term, including all extensions or renewals, does not exceed five years. Notwithstanding the limitation in the preceding sentence, System Agency, at its sole discretion, also may extend the Contract beyond five 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 The total amount of this Contract will not exceed $261,979.00. Grantee is not required to provide matching funds. All expenditures under the Contract will be in accordance with ATTACHMENT B, BUDGET. The Grantee's acknowledged or approved Indirect Cost Rate (ICR) is contained within ATTACHMENT B, BUDGET and either the ICR Acknowledgement Letter, ICR Acknowledgement Letter — Ten Percent De Minimis, or the ICR Agreement Letter is attached to this Contract and incorporated as ATTACHMENT I, INDIRECT COST RATE LETTER. DSHS Contract # HHS001120300005 Page 2 of 88 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 If an Indirect Cost Rate Letter is required but it is not issued at the time of Contract execution, the Parties agree to amend the Contract to include the Indirect Cost Rate Letter as ATTACHMENT I and revise ATTACHMENT B when the Indirect Cost Rate Letter is issued. If the System Agency, at its sole discretion, approves or acknowledges an updated indirect cost rate, the new rate, together with the revised ICR Acknowledgement Letter, ICR Acknowledgement Letter — Ten Percent De Minimis, or the ICR Agreement Letter, will be included in the revised ATTACHMENT I and amended ATTACHMENT B. V. CONTRACT REPRESENTATIVES The following will act as the representative authorized to administer activities under this Contract on behalf of its respective Party. System Agency Department of State Health Services P.O. Box 149347, MC 1990 Austin, Texas 78714-9347 Attention: Lillie Powell VI. LEGAL NOTICES Grantee City of Lubbock PO Box 2000 Lubbock, TX 79457 Attention: Katherine Wells Any legal notice required under this Contract shall be deemed delivered when deposited by the System Agency either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required, to the appropriate address below: System Agency Health and Human Services Commission Attn: Office of the Chief Counsel 4900 North Lamar Boulevard, MC 1100 Austin, Texas 78751 With copy to Department of State Health Services Attention: General Counsel P.O. Box 149347, MC 1919 Austin, Texas 78714-9347 Grantee City of Lubbock PO Box 2000 Lubbock, TX 79457 Attention: Katherine Wells DSHS Contract # HHS001120300005 Page 3 of 88 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 VII. NOTICE REQUIREMENTS Notice given by Grantee will be deemed effective when received by the System Agency. Either Party may change its address for notices by providing written notice to the other Party. All notices submitted to System Agency 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. VIII. ADDITIONAL GRANT INFORMATION System Agency Data Universal Numbering System (DUNS) Number: 807391511 Federal Award Identification Number (FAIN): NH25PS006293-03-04 Assistance Listing Name and Number: Preventative Health Services -Sexually Transmitted Diseases Control Grants; 93.977 Federal Award Date: 06/21/2021 Federal Award Project Period through 12/31/2023 Name of Federal Awarding Agency: CDC Office of Financial Resources Awarding Official Contact Information: Rhonda Burton Email: bgr2@cdc.gov SIGNATURE PAGE FOLLOWS DSHS Contract # HHS001120300005 Page 4 of 88 DocuSign Envelope ID: 96E4EC18-348C4C2C-855A-199A4BF90AD0 SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No. HHS001120300005 SYSTEM AGENCY Signature Printed Name:_ Title: Date of Execution: RANTEE Signature Printed Name: Daniel M. Pope Title: Mayor Date of Execution: 1/11/2022 THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO. HHS001120300005 ARE INCORPORATED BY REFERENCE: ATTACHMENT A: STATEMENT OF WORK ATTACHMENT B: BUDGET ATTACHMENT C: HHS UNIFORM TERMS AND CONDITIONS — GRANT - VERSION 3.0 AUGUST 2021 ATTACHMENT D: HHS CONTRACT AFFIRMATIONS V. 2.0 AUGUST 2021 ATTACHMENT E: HHS ADDITIONAL PROVISIONS V. 1.0 FEBRUARY 2021 ATTACHMENT F: FEDERAL ASSURANCES AND CERTIFICATIONS ATTACHMENT G: HHS DATA USE AGREEMENT TACCHO VERSION (LOCAL CITY AND COUNTY ENTITIES) OCTOBER 23, 2019 ATTACHMENT H: FFATA FORM ATTACHMENTS FOLLOW DSHS Contract # HHS001120300005 Page 5 of 88 DocuSign Envelope ID: 96E4EC18-348C4C2C-855A-199A4BF90AD0 ATTACHMENT A STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES Grantee shall: A. Conduct programs, as described herein, to control and prevent the spread of Sexually Transmitted Diseases (STDs), including human immunodeficiency virus/acquired immunodeficiency syndrome (HIV/AIDS) and viral hepatitis, in accordance with the Centers for Disease Control and Prevention's (CDC) STD Program Operations Guidelines, located at: http://www.cdc. o� v/std/program/gl-2001.htm. B. Perform the following six core activities: 1. Community and Individual Behavior Change Interventions; 2. Medical and Laboratory Services; 3. Partner Services; 4. Leadership and Program Management; 5. Surveillance and Data Management; and 6. Training and Professional Development. C. Maintain written program procedures covering these six core activities. All procedures shall be consistent with the requirements of this Contract. D. Perform the activities required under this Contract in the service area designated in this Contract. Service area will include the following county(ies): Lubbock. E. Designate one of its staff to be a Local Responsible Party (LRP), who will be responsible overall for ensuring the security of the confidential HIV/STD information the Grantee maintains pursuant to this Contract. F. Comply with all applicable federal and state policies, standards, and guidelines, including those specified below. The following documents are incorporated into this Contract by reference: 1. DSHS HIV and STD Program Operating Procedures and Standards (POPS), located at: http://www.dshs.texas.gov/hivstd/pops/default.shtm; 2. DSHS TB/HIV/STD and Viral Hepatitis Unit Security Policies and Procedures, located at: http://www.dshs.texas.gov/hivstd/policy/security.shtm, 3. CDC STD Program Operations Guidelines, located at: http://www.cdc. ovg_ /std/program/g1-2001.htm-, 4. CDC STD Treatment Guidelines, located at: http://www.cdc„gov/std/treatment/; and 5. DSHS HIV and STD Program Policy Reporting Suspected Abuse and Neglect of Children, located at: https://www.dshs.texas.gov/childabusereportindefault.shtm. P.O. Box 149347 • Austin,Texas 78714-9347 • Phone: 888-963-7111 • TTY: 800.735-2889 • wwwdshs.texas.gov DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 G. Comply with all applicable federal and state regulations and statutes, as amended, including, but not limited to: 1. Chapters 81 and 85 of the Texas Health and Safety Code Note: See, for example, Section 85.085 of the Texas Health and Safety Code [Physician Supervision of Medical Care], which requires that a licensed physician supervise any medical care or procedure provided under a testing program as required by law); 2. Chapter 94 of the Texas Health and Safety Code (relating to Education and Prevention Programs for Hepatitis C); 3. Chapter 98 of the Texas Health and Safety Code (relating to the reporting of Sexually Transmitted Diseases including Human Immunodeficiency Virus); 4. Title 25 Texas Administrative Code (TAC), Chapter 97; and 5. Texas Government Code Section 531.02161, as an update to provision of services, where there is delivery of an in -person service, there must also be an option of that service via telecommunications or through the use of information technology. H. Perform all activities in accordance with the terms of this Contract (including detailed budget) and any subsequent DSHS Program instructions given to Grantee. Grantee must receive written approval from DSHS before varying from applicable policies, procedures, and protocols and must update its implementation documentation within 48 hours of making approved change(s). I. DSHS reserves the right, where legal authority allows, to redirect funds in the event of financial shortfalls. DSHS Program will monitor Grantee's expenditures on a quarterly basis. If expenditures are below the total Contract amount, Grantee's budget may be subject to a decrease for the remainder of the Contract term. Positions that remain vacant for 90 days may subject the Contract to a decrease in funding. II. PERFORMANCE MEASURES The following performance measures will be used to assess, in part, Grantee's effectiveness in providing the services described in this Contract, without waiving the enforceability of any of the other terms of the Contract. Public Health Follow -Up (PHFU) Program Objectives Grantee shall follow the requirements for each of the STD Program Objectives, in accordance with the DSHS HIV/STD Program Operating Procedures and Standards (POPS), Chapter 9: Disease Intervention_ Specialist Performance Standards, with special emphasis on outcomes excerpted below. If the data submitted by Grantee (or otherwise obtained by DSHS) indicates the Grantee's performance does not meet the standards stated in one or more of the objectives, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve performance. Grantee must implement these measures according to a timetable mandated by DSHS. Grantee shall: DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 A. Syphilis Objectives 1. Ensure that all individuals newly diagnosed with early syphilis are interviewed within three days of assignment. If data indicates less than 85% of individuals newly diagnosed with early syphilis covered by the scope of this Contract are interviewed as described, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. Note: Early syphilis is defined as all syphilis cases that are determined to be primary, secondary, or early non-primary/non-secondary syphilis. See CDC definition at: https://wwwn.cdc. gov/nndss/conditions/syphilis/case-definition/2018/. 2. Achieve a partner index of at least 2.0 for all interviews conducted on individuals newly diagnosed with early syphilis. If data indicates less than a 2.0 partner index for all interviews conducted for early syphilis by Disease Intervention Specialists (DIS), DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. 3. Ensure that all partners initiated (partners obtained from the interview/case management process with locating information as outlined by Chapter 9: Disease Intervention_ Specialist_ Performance Standards to attempt notification on early syphilis interviews) are notified of the disease exposure. If data indicates less than .75 partner notification index for all initiated partners, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. 4. Ensure that all partners notified of syphilis exposure are tested and treated for syphilis, including incubating syphilis (disease intervention index). If data indicates less than 60% of notified partners are tested and treated as described, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. 5. Ensure that a treatment index of at least .75 is achieved for all interviews conducted on individuals newly diagnosed with early syphilis. If data indicates less than .75 treatment index, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. B. HIV Objectives 1. Ensure that all individuals newly diagnosed with HIV will be interviewed within seven days in accordance with DSHS HIV/STD Program POPS, Chapter 9, at https://www.dshs.texas.gov/hivstd/pops/chap09.shtm. If data indicates less than 85% of individuals newly diagnosed with HIV are interviewed as described, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. 2. Ensure that all individuals interviewed who have been newly diagnosed with HIV successfully complete their first HIV medical appointment. If data indicates less than 90% of new HIV -positive clients interviewed successfully complete their first HIV medical appointment, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. 3. Achieve a partner index of at least 2.0 for interviews conducted on individuals newly diagnosed with HIV. If data indicates a partner index of less than 2.0 for DSHS Contract # HHS001120300005 DocuSign Envelope ID: 98E4EC18-348C-4C2C-855A-199A4BF90AD0 individuals interviewed by DIS, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. 4. Ensure that all partners initiated (partners obtained from the interview/case management process with enough locating information to attempt notification) on a new HIV interview are notified of the disease exposure. If data indicates less than .75 partner notification index, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. 5. Ensure that all partners notified for HIV exposure are tested for HIV. If data indicates less than 60% of the notified partners are tested for HIV, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. 6. Ensure that all persons receiving PHFU (initiated partners, those co -infected with a bacterial STD, such as syphilis, gonorrhea, and/or chlamydia, and/or individuals in the social -sexual network of an identified HIV genotype cluster) who have been previously diagnosed with HIV and who have been out of care for more than six months, are re-engaged to establish HIV medical services. The activities taken to locate the person must be documented in the designated data system. This includes confirmation that the client attended his/her HIV medical care appointment. All the tasks described in this provision must be completed by a Disease Intervention Specialist. C. Other Objectives 1. Ensure that a complaint process is maintained and posted in the areas where services are provided, in accordance with DSHS HIV/STD Program POPS, Chapter 12, STI Clinical Standards at https://www.dshs.texas.p-ov/hivstd/pol2s/chal2l2.shtm. 2. Maintain a staff retention policy. 3. Participate in targeted evaluation activities and other projects as required by DSHS or CDC. 4. Ensure that the client survey is conducted at a minimum of two times per year for a total of 30 days. The summary of the feedback must be available for review and identified concerns must be addressed within 30 days of the feedback period. 5. Establish and maintain mutually agreed -upon formal written procedures with local providers to ensure the provision of partner services in accordance with DSHS HIV/STD Program POPS. The procedures must specify processes (e.g., communication) to facilitate timely partner elicitation by the local health department following the delivery of HIV and syphilis positive test results to clients by Grantee. 6. Establish and maintain mutually agreed -upon formal written procedures with local agencies who provide services frequently needed by clients seeking HIV/STD services from Grantee in accordance with DSHS HIV/STD Program POPS. The procedures must specify processes (e.g., communication) to facilitate timely partner elicitation by the local health department following the delivery of HIV -positive test results to clients by Grantee, including but not limited to: a. HIV testing and counseling; b. STD clinical services; DSHS Contract # HHS001120300005 DocuSign Envelope ID: 98E4EC18-348C-4C2C-855A-199A4BF90AD0 c. Partner services; d. HIV medical and support services; e. Substance abuse treatment services; E Harm reduction services; and g. Mental health services. At a minimum, such procedures should address conditions associated with making and accepting client referrals. If Grantee provides all of the services listed above in a specific geographic area, no such agreement is necessary for that area. Grantee must maintain complete records of all referrals made. These procedures must be finalized and in place within 30 days of the effective date of this Contract. 7. Ensure that performance of activities under this Contract is of a high quality and consistent with all the requirements of this Contract, in order to meet DSHS high performance expectations. 8. Conduct regular assessments of Grantee's performance, including compliance with DSHS Program procedures, policies and guidance, contractual conditions, attainment of performance measures, maintenance of adequate staff, and submission of required data and narrative reports. Failure to comply with stated requirements and contractual conditions may result in the immediate loss of Contract funds at the discretion of DSHS. 9. Ensure that all staff operating under this Statement of Work are permitted to provide HIV and/or syphilis screening(s) by collecting blood -based specimens, in both field and clinical settings. Supplemental testing must be collected by venipuncture immediately, on site, after a point -of -care preliminary positive test result. Staff will offer and perform these tests unless the client refuses. HIV and syphilis specimens may be submitted through the DSHS public health laboratory or another laboratory designated by the Grantee and approved in advance by DSHS. 10. Ensure that all staff operating under this Statement of Work are permitted to deliver all HIV and/or STD results, including positive results, in both field and clinical settings. 11. Ensure that all staff operating under this Statement of Work, when conducting field work, are permitted to disclose the reason s/he is contacting them (e.g., exposure to someone who tested positive for HIV and wanted to ensure s/he had the ability to be tested, positive test results were received from a provider, laboratory, life insurance company, etc.). 12. Ensure that staff who operate under this Statement of Work deliver all positive test results within the designated timeframes referenced in the DSHS HIV/STD Program POPS. Staff will ensure the client understands the infection(s) s/he has tested positive for, is offered appropriate treatment for his/her infection(s) and is linked to other medical and social resources as appropriate (e.g., HIV testing and counseling; Pre -Exposure Prophylaxis [PrEP]; Harm Reduction Services; STD clinical services; partner services; HIV medical and support services; substance abuse treatment services; and mental health services). 13. Staff operating under this Statement of Work may be identified to respond to rapid response efforts to address and intervene in the transmission of reportable DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C4C2C-855A-199A4BF90AD0 STDs, HIV and/or other infections staff received disease information training to respond to as needed by DSHS or local programs. D. The following STD clinical services shall be provided, consistent with the DSHS HIV/STD Program POPS Chapter 12: STI Clinical Standards: 1. Grantee shall follow the requirements for examining, testing, and treating individuals served in public STD clinics. If data indicates that less than 90% of individuals served were examined, tested and/or treated for STD(s) as medically appropriate within 24 hours of seeking services, DSHS may (at its sole discretion) require additional measures be taken by the Grantee to improve that percentage. 2. Individuals seeking STD diagnostic and/or treatment services in public STD clinics shall be medically managed according to Grantee written protocols in compliance with DSHS HIV/STD Program POPS, and with CDC STD Treatment Guidelines 2021 (as revised). 3. Grantee shall ensure that individuals seeking STD diagnostic and/or treatment services in public STD clinics will be referred for Pre -Exposure Prophylaxis/Non-Occupational Post -Exposure Prophylaxis (PrEP/nPEP) services if at increased risk for HIV but currently HIV negative. Individuals to be prioritized for PrEP referrals include: Men who have Sex with Men (MSM) with rectal GC and/or syphilis; individuals who have an HIV+ partner; individuals in the social -sexual network of an identified HIV genotype cluster; and others at increased risk for HIV who could benefit from PrEP. 4. Grantee shall ensure that individuals seeking STD diagnostic and/or treatment services in public STD clinics who have been previously diagnosed with HIV and who have been out of care for more than six months, will be referred to a DIS or other linkage worker to ensure they are re-engaged into HIV medical care. 5. Grantee shall explore mechanisms to expand testing and awareness of STDs via home testing and home self -collection kits and self -collection. 6. Grantee shall explore mechanisms to use telemedicine/telehealth for individuals seeking STD diagnostic and treatment services and/or PrEP/nPEP services. III. TRAINING REQUIREMENTS Due to the specialization and job knowledge required for effective STD control programs, the following minimum training is required of personnel operating under this Contract. Compliance will be monitored by DSHS Program staff. Grantee shall: A. Authorize and require their staff to attend training, conferences, and meetings as directed by DSHS Program. 1. Training Requirements for Disease Intervention Specialist staff (DIS) are as follows: a. The following DSHS HIV/STD Program POPS chapters must be read and acknowledged: i. Chapter 3: HIV/STI Partner Services and Seropositive Notification; and H. Chapter 9: Disease Intervention Specialists Performance Standards. DSHS Contract # HHS001120300005 DocuSign Envelope ID: 98E4EC18-348C-4C2C-855A-199A4BF90AD0 b. The DSHS-approved Fundamentals of STD Intervention (FSTDI), including all prerequisites, within six months of employment, must be completed successfully. c. The DSHS-approved Fundamentals of Testing and Navigation (FTN) or equivalent must be completed successfully within six months of employment. d. DIS must complete training successfully in, and demonstrate knowledge of, the TB/HIV/STD Information System (THISIS). e. DIS must be able to participate in the HIV Navigation in Texas (HNT) within one year of employment. f. DIS must successfully complete venipuncture training that has been approved by the local health authority within 60 days of employment. g. DIS must successfully complete training for all locally sanctioned testing technologies used for specimen collection and processing. h. DIS with more than one year of experience shall successfully complete additional courses as required by DSHS. 2. Training Requirements for First -Line Supervisors staff (FLS) are as follows: a. The following DSHS HIV/STD Program POPS chapters must be read and acknowledged: i. Chapter 10: First -Line Supervisors Performance Standards; and ii. Chapter 11: Regional and Local Health Department HIV/STD Program Manager Performance Standards, in addition to what is required of the DIS. b. FLS must successfully complete all training activities which are required for DIS under this Contract, and also must take the next available Texas First - Line Supervisor (TXFLS) training. c. If new to the jurisdiction, FLS must participate in the HIV Navigation in Texas within one year of employment. d. FLS must attend and participate in the DSHS FLS Summit, as scheduled. e. FLS must participate in the quarterly DSHS FLS calls. f. FLS must attend and participate in any other required DSHS trainings, as scheduled. 3. Training Requirements for Program Manager staff (PM) are as follows: a. PM must read and demonstrate understanding of the following DSHS HIV/STD Program POPS chapters: Chapter 11, Regional and Local Health Department HIV/ Program Manager Performance Standards, in addition to what is required of the FLS and DIS. b. PM operating under this Contract must complete all training requirements of DIS and FLS. C. PM must participate in the DSHS Leadership Meeting, as scheduled. d. PM must participate in the monthly DSHS Leadership calls. 4. Recommended trainings and topics for all program staff are as follows: a. Health Insurance Portability and Accountability Act (HIPAA) b. Ethics c. Field Safety d. Health Equities e. Cultural Humility DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 f. CPR/First Aid g. Automated External Defibrillators (AED) h. Defensive Driving i. Approaches in Harm Reduction j. Self -Defense k. Non -Violent Crisis Intervention 1. Status Neutral Biomedical Approaches to HIV Prevention (Early Intervention, PrEP, nPEP) m. Motivational Interviewing n. Technical Writing o. Computer Skills p. Linkage to Care q. Gender and Sexual Diversity r. HIV Care and Treatment s. Human Trafficking t. Substance Use u. Mental Health v. Case Notes Documentation B. Notify DSHS of completed trainings in the semiannual reports referenced in the Reporting Requirements section. IV. CONFIDENTIALITY Grantee shall: A. Designate and identify a HIPAA Privacy Officer, who is authorized to act on behalf of Grantee and is responsible for the development and implementation of the privacy and security requirements of federal and state privacy laws. B. Designate, from its staff, a Local Responsible Party (LRP) who has the overall responsibility for ensuring the security of the TB/HIV/STD confidential information maintained by Grantee as part of activities under this Contract. The LRP shall: 1. Ensure that appropriate policies/procedures are in place for handling confidential information, for the release of confidential TB/HIV/STD data, and for the rapid response to suspected breaches of protocol and/or confidentiality. These policies and procedures must comply with DSHS policies and procedures, which Grantee may choose to adopt those DSHS policies and procedures as its own. 2. Ensure that security policies are reviewed periodically for efficacy, and that the Grantee monitors evolving technology (e.g., new methods hackers are using to illegally access confidential data; new technologies for keeping confidential data protected from hacking) on an ongoing basis to ensure the program's data remain as secure as possible. 3. Approve any Grantee staff requiring access to TB/HIV/STD confidential information. LRP will grant authorization to Grantee staff who have a work- DSHS Contract # HHS001120300005 DocuSign Envelope ID: 98E4EC18-348C-4C2C-855A-199A4BF90AD0 related need (i.e., work under this Contract) to view TB/HIV/STD confidential information. 4. Maintain a list of authorized Grantee staff persons who have been granted permission to view and work with TB/HIV/STD confidential information. 5. Review the authorized user list 10 days from the effective date of this Contract to ensure it is current. 6. Ensure that all Grantee staff with access to confidential information have a signed copy of a confidentiality agreement on file; it must be updated once during the term of this Contract. 7. Ensure that all Grantee staff with access to confidential information are trained on TB/HIV/STD security policies and procedures before access to confidential information is granted; this training will be renewed once during the term of this Contract. 8. Ensure that all Grantee staff with access to confidential information are trained on federal and state privacy laws and policies before access to confidential information is granted; this training will be renewed once during the term of this Contract. 9. Thoroughly and quickly investigate all suspected breaches of confidentiality in consultation with the DSHS LRP to ensure compliance with the DSHS Program policy, TB/HIV/STD and Viral Hepatitis Breach of Confidentiality Response Policy, located at: httl2://www.dshs.texas.gov/hivstd/12olicy/security.shtm. 10. Ensure that all required quarterly reports are submitted on time. C. Ensure that its security procedures require that all of its computers and networks meet DSHS security standards, as certified by DSHS IT staff. D. Provide a list to DSHS of personnel with access to secured areas and of all identified personnel who have received security training. E. Provide a list to DSHS of personnel with access to all network drives where confidential information is stored and of all identified personnel who have received security training. F. Ensure that requests for TB/HIV/STD system user account terminations are sent to DSHS within one business day of the identification of need for account termination. G. Transfer secure data electronically using the Public Health Information Network. H. Maintain a visitors' log for individuals entering the secured areas; this must be reviewed quarterly by the LRP. I. Verify TB/HIV/STD system user passwords are changed at least every 90 days; this must be verified by the LRP. J. Ensure that portable devices used to store confidential data are approved by the LRP and encrypted. DSHS Contract # HHS00112030000.5 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 K. Ensure that confidential data/documents are: 1. Maintained in a secured area; 2. Locked when not in use; 3. Not left in plain sight; and 4. Shredded before disposal. V. HIV/STD RAPID RESPONSE PLAN DSHS will review the proposed Rapid Response Plan and provide guidance to the Grantee. Grantee shall: A. Develop, update, and submit a local HIV/STD Rapid Response Plan, and submit this by February 1 each year of the Contract to the designated DSHS staff. The plan shall include how the program will: 1. Identify responsible parties for planned activities, including but not limited to: a. response coordinator, b. activity team lead, c. collaborative lead, and d. medical lead; 2. Identify increases in disease or outbreaks; 3. Increase active surveillance; 4. Examine outbreak characteristics; 5. Educate health care providers and the community of disease outbreak (e.g., including signs/symptoms, available resources, disease trends, reporting requirements, testing algorithms, and testing/treatment options); 6. Inform media outlets, as appropriate; 7. Conduct targeted screening efforts including testing in correctional settings (as appropriate); 8. Enhance partner services; 9. Expand clinical access and services (e.g., increase clinical hours or days of services, employ rapid testing, enhance prophylactic treatment protocols); and 10. Adjust work hours for employees involved in the response (i.e., allow staff to work alternate hours or extended hours during response). B. Establish and maintain collaborative relationships with local businesses, community clinics, and community -based organizations who serve populations most affected by HIV or other STDs, as well as with appropriate local and institutional individuals and groups (e.g., providers, hospitals, mental health and intellectually disabled facilities, infection control nurses), in order to implement the local Rapid Response Plan. C. Continue to enhance their current HIV/STD surveillance system, including, but not limited to: 1. Improving reporting of providers and laboratories; and 2. Increasing the number of sites that report electronically. DSHS Contract # HHS001120300005 DocuSign Envelope ID: 98E4EC18-348C4C2C-855A-199A4BF90AD0 D. Make all directed revisions to the Rapid Response Plan and submit a revised version to the DSHS designated program consultant by the directed deadline. E. Notify local leadership and key stakeholders of the finalized plan and maintain a copy within the Program. F. Comply with the final, approved version of the Rapid Response Plan when an outbreak is identified. G. Identify program Disease Intervention Specialists to respond to local and statewide rapid response activities when necessary. The identified staff must complete DSHS identified trainings prior to assignment. At least one staff from the Program will be assigned to review cases identified and linked to outbreaks and conduct quality assurance verifying increases, decreases, and outbreaks. As directed by the DSHS Rapid Response Team leader, staff will conduct disease intervention activities as prescribed in the Grantee's final, approved Rapid Response Plan or statewide Cluster Detection Response Plan. VI. REPORTING REQUIREMENTS Grantee shall submit the following reports, with the report content to be determined by DSHS and agreed by the Parties: REPORT NAME FREQUENCY PERIOD PERIOD DUE DATE BEGIN END Annual Report One -Time 01/01/2022 08/31/2022 09/30/2022 Local Responsible One -Time 01/01/2022 08/31/2022 09/30/2022 Party (LRP) Report Financial Status Quarterly 01/01/2022 03/31/2022 04/30/2022 Report (FSR) FSR Quarterly 04/01/2022 06/30/2022 07/31/2022 FSR Quarterly 07/01/2022 08/31/2022 10/15/2022 VII. INVOICE AND PAYMENT A. Grantee will request payment using the State of Texas Purchase Voucher (Form B-13), located at http://www.texas.gov/grants/forms/bI3form.doc, and acceptable supporting documentation for reimbursement of the required services/deliverables. Vouchers and supporting documentation should be mailed or submitted by fax or electronic mail to the addresses/number below. Claims Processing Unit, MCI 940 Department of State Health Services 1100 West 49th Street DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 PO Box 149347 Austin, TX 78714-9347 Fax No.: (512) 776-7442 Email invoices must be sent to the following addresses: invoicesng.dshs.texas.gov and crosinvoice (46dshs.texas.gov. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS Program will monitor Grantee's expenditures on a quarterly basis. If expenditures are below the amount in Grantee's total Contract, Grantee's budget may be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety (90) days may result in a decrease in funds. DSHS Contract # 14HS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 ATTACHMENT B BUDGET BUDGET January 1, 2022 — August 31, 2022 CATEGORIES PERSONNEL $129,600.00 FRINGE BENEFITS $62,208.00 TRAVEL $2,800.00 EQUIPMENT $8,000.00 SUPPLIES $27,000.00 CONTRACTUAL $11,371.00 OTHER T $21,000.00 TOTAL DIRECT $261,979.00 CHARGES INDIRECT CHARGES $0.00 TOTAL $261,979.00 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 ATTACHMENT C TE.v.,.A',S 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 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C4C2C-855A-199A4BF90AD0 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 MA.IEURE...............................................:................................................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 PROPERAUTHORITY..........:................................................................................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 Umform Terms and Conditions Cuant v 3.0 Effective August 2021 Page 5 of 29 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 "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 "Reguuesl 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 Grandee mustperform 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 unfmished, 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 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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: httas:, fmx.caa.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 Cram v. 3 0 Effective August 2021 Page 9 of 29 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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 Gtartee 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. HHS Uniform Terms and Conditions Grant v 3 0 Effective August 2021 Page 1 l of 29 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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 VL 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 HHS Urdform Terms and Conditions Grant v. 3 0 Effective August 2021 Page 13 of 29 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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 otherproducts 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. hi 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 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C4C2C-855A-199A4BF90AD0 assets with an acquisition cost of $500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non -portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered supplies. System Agency 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 MAINTENANCE 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 Terns and Conditions Grant v. 3.0 Effective August 2021 Page 17 of 29 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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. t Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended. 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 DSHS Contract # HHS00112030000.5 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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; i ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR is 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 - Cram v 3 0 Effective August 2021 Page 21 of 29 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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 HHS Urdfonn Terms and Conditions Grand v. 3 0 Effective August 2021 Page 23 of29 DSHS Contract # HHS001120300005 DocuSlgn Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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 deemed 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 H HS Uniform Terms and Conditions Grant v. 3.0 Effective August 2021 Page 25 of 29 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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. § 12 101 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 DSHS Contract # H HS001 120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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 -patty 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. HHS Uniform Tema and Conditions Grant v. 3.0 Effective August 2021 Page 29 of 29 DSHS Contract # HHS00112030000.5 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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. 2.0 Effective August 2021 Page 2 of 13 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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. 2.0 Effective August 2021 Page 4 of 13 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: IntemalAffair;Referral@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 penury 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. Hearth and Human Services Contract Affirmations v. 2.0 Effective August2021 Page 6 of 13 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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. 3& 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. 2.0 Effective August 2021 Page 8 of 13 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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(ax2) 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.WI 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 Contmct Affirmations v 2.0 Effective August 2021 Page 10 of 13 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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 Affrmahons v. 2.0 Effective August 2021 Page 12 of 13 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 ATTACHMENT E TEAXAS Health and Human Services Health and Human Services (HHS) Additional Provisions— Grant Funding Version 1.0 Effective: February 2021 Health and Human Semces Additional Provisions V.1.0 —Grant Funding Effective: Febmary 2021 Page 1 ofg DSHS Contract # HHS001120300005 DocuSlgn Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 ADDITIONAL PROVISIONS The terms and conditions of these Additional Provisions are incorporated into and made a part of the Contract. Terms included in these Additional Provisions and not otherwise defined have the meanings assigned to them in HHS Uniform Terns and Conditions, [Attachment El. 1. TURNOVERPLAN System Agency, in its sole discretion, may require Grantee;Contractor to develop and submit a Turnover Plan at any time during the term of the Grant Agreement/Contract. Granteei'Contractor must submit the Turnover Plan to System Agency for review and approval. The Turnover Plan must describe GranteeContractor's policies and procedures that will ensure: i. The least disruption in the implementation and performance of grant -funded activities during Turnover; and ii. Full cooperation with System Agency or its designee in transferring the performance and obligations of the Grant Agreement/Contract. 2. TURNOVER ASSISTANCE Grantee/Contractor will provide any assistance and actions reasonably necessary to enable System Agency or its designee to effectively close out the Grant Agreement iContract and transfer the performance and obligations of the Grant Agreement/Contract to another Grantee.!Contractor or to System Agency if necessary. Grantee.;Contractor agrees that this obligation survives the termination, regardless of whether for cause or convenience, or the expiration of the Grant Agreement/Contract and remains in effect until completed to the satisfaction of System Agency. 3. TRADEMARK LICENSE System Agency grants to Grantee.'Contractor, for the term of the Grant Agreement/Contract, a limited non-exclusive, royalty -free, non -assignable, non -transferable license to reproduce System Agency's trademarks on published materials in the United States related to the performance of the Grant Agreement'Contract, provided that such license is expressly conditional upon, and subject to, the following: i. Grantee/Contractor is in compliance with all provisions of the Grant AgreementlContract; ii. Grantee/Contractor's use of the trademarks is strictly in accordance with the quality standards and in conformance with the reproduction requirements set forth in this Grant Agreement/Contract or as otherwise communicated by System Agency; iii. Grantee 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 System Agency's right, title and interest in the trademarks or their validity; iv. Grantee�Contractor makes no attempt to sublicense any rights under this trademark license; and v. Grantee/Contractor complies with any marking requests System Agency may make in Health and Hurnan Services Additional Provisions V.1.0 — Grant Funding Effective: February2021 Page 3 of g DSHS Contract # HHS00112030000.5 DocuSlgn Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 iv. License or case reference number. 8. EDUCATION TO PERSONS IN RESIDENTIAL FACILITIES A. Grantee'Contractor shall ensure that all persons, who are housed in System Agency licensed or funded residential facilities and are 22 years of age or younger, have access to educational services as required by Texas Education Code § 29.012. B. Grantee,Contractor shall notify the local education agency or local early intervention program not later than the third calendar day after the date a person who is 22 years of age or younger is placed in Grantee" Contractor's residential facility. 9. CONSENT TO MEDICAL, DENTAL, PSYCHOLOGICAL, AND SURGICAL TREATMENT OF A CHILD Unless a federal law applies, before a Grantee Contractor or its subcontractor can provide medical, dental, psychological or surgical treatment to a minor without parental consent, informed consent must be obtained as required by Texas Family Code Chapter 32. 10. TELEMEDICINE/TELEHEALTH SERVICES If Grantee/Contractor or its subcontractor provides grant -funded telemedicine/telehealth services, these services shall be in accordance with the Grantee/Contractor's written procedures, applicable law, the Grantee's: Contractor's or subcontractor's licensing board rules, and System Agency equipment standards, if applicable. Grantee: Contractor's procedures for providing telemedicine/telehealth service must include the following requirements: i. Consider any contraindications to the use of telemedicine/telehealth; ii. Qualified staff members to ensure the safety of the individual being served by telemedicine/telehealth at the remote site; iu. Safeguards to ensure confidentiality and privacy in accordance with state and federal laws; iv. Use by credentialed licensed providers providing clinical care within the scope of their licenses; v. Demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; vi. Priority in scheduling the system for clinical care of individuals; vii. Quality oversight and monitoring of satisfaction of the individuals served; and viii. Management of information and documentation for telemedicine/telehealth services that ensures timely access to accurate information between the two sites. Telemedicinehelehealth Services does not include chemical dependency treatment services provided by electronic means under 25 Texas Administrative Code Rule §448.911. 11. SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY A. Grantee. -Contractor shall take reasonable steps to provide services and information both orally and in writing, in appropriate languages other than English, to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits and activities. Meaningful access may entail providing language Health and Humn Services Additional Provisions V.1.0 — Grant Fun&ng Effective: Febnrary2021 Page 5 of 8 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 15. INTERIM EXTENSION AMENDMENT A. Prior to or on the expiration date of this Grant Agreement'Contract, the Parties agree that this Grant Agreement/Contract can be extended as provided under this section. B. The System Agency shall provide written notice of interim extension amendment to the Grantee, Contractor under one of the following circumstances: i. Continue provision of services in response to a disaster declared by the governor; or ii. To ensure that services are provided to clients without interruption. C. The System Agency will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. D. Grantee Contractor will provide and invoice for services in the same manner that is stated in the Grant Agreement/Contract. E. An interim extension under subsection (Bxi) of this section shall extend the term of the Grant Agreement/Contract not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. F. An interim extension under subsection (BXi) of this section shall be a one-time extension for a period of time determined by the System Agency. 16. PROJECT COMMENCEMENT The Grantee shall begin the grant -funded project :• on or before insert date .= within 90 days of the original start date of the grant term or grant execution date, whichever is later, unless otherwise approved by System Agency. If project commencement is delayed, the Grantee must submit in writing to the assigned contract manager, the steps taken to initiate the project, the reasons for the delay, and the expected start date. System Agency may require Grantee to take immediate remedial or corrective action in response to any delay. 17. DUPLICATION OF FUNDING A. If Grantee receives any funding that is duplicative of funding received under this Grant Agreement/Contract that cannot be used for new or expanded eligible grant activities, Grantee will notify the assigned contract manager as soon as possible. System Agency may issue an amendment modifying budget and. or project activities to eliminate duplication. Additionally, Grantee understands that duplicative funding that cannot be re -programmed to support new or expanded grant -funded activities within the program's scope may be de - obligated from this Grant Agreement/Contract and returned to System Agency. 1& NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS A. Grantee'Contractor shall immediately report in writing to its assigned System Agency contract manager when Grantee: Contractor learns of or has any reason to believe it or any person with ownership or controlling interest in Grantee'Contractor, or their agent, employee, subcontractor or volunteer who is providing services under this Grant Agreement/Contract has been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. B. Grantee 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 Health and Human Services Additional Provisions V.1.0 — Grant Funding Effective: February2021 Page 7 of 8 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C4C2C-855A-199A4BF90AD0 ATTACHMENT F OM9 Number 4040-0007 Expiration Date: 02202022 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 protect 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. WIII 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 Actof 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) Tide VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 at seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; () any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and, (j) 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. 91-846) 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 Form 4248 (Rev. 7-e7) Authorized for Local Reproduction Prescribed by OMB circular A-102 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 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 Me 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, the 31, U.S Code Any person who fails to file the required certification shall be subject to a civil penalty of no( 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 then $10.000 and not more than $100,000 for each such failure. ' APPLICANTS ORGANIZATION ' PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: ' First Name: Middle Name: • Last Name: Suffix: • Tine: • DATE: DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C4C2C-855A-199A4BF90AD0 (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential htformation pursuant to this DUA; (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create, receive, maintain, use, disclose or have access to the Confidential Information; and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DUA. "Confidential Information" means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR, or that CONTRACTOR may, for an Authorized Purpose, create, receive, maintain, use, disclose or have access to, that consists of or includes any or all of the following: (1) Client Information: (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information (herein "PHI"); (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; (4) Federal Tax Information: (5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA and Personal 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(gXl) (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: HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 2 of 15 DSHS Contract ll HHS001120300005 DocuSlgn Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 Confidential Information to carry out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ri); 164.504(e)(1)() mid (2). (G) CONTRACTOR is directly responsible for compliance with, and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of 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 PHII 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 Breac of Unsecured PHI as defined in HIPAA. CONTRACTOR will maintain an accounting of all such disclosures and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.524and 164.504(e)(2)(ii)(E). (1) If PHI is subject to this Agreement, CONTRACTOR will make PHI as required by IH PAA available to HHS for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to HIPAA. 45 CFR 164.504(e)(2)(U)(E) and (F). (1) If PHI is subject to this Agreement, CONTRACTOR will document and make available to HHS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations. 45 CFR 164.504(e)(2)(U)(G) and 164.528. (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI from an individual with a right of access to information subject to this DUA, it will respond to such request in compliance with the HIPAA Privacy Regulations. CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308, 164.530(c); l TA 202. HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 4 of 15 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 the return delivery or Destruction of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information. 45 CFR 164.504(e)(2)(U)(J) (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably anticipated threats or hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306; 164.530(c) (Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential Information CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the HHS information security and privacy initial inquiry (SPI) at Attachment 1 . The SPI identifies basic privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by HHS as required by state and federal law, based on the type of Confidential hnformation 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 (NISI) 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 confidemiatity, integrity, and availability of the Confidential Information, and with respect to PHL as described in the HIPAA Privacy and Security Regulations, or other applicable laws or regulations relating to Confidential Informationto prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards); 164.530(c)(privacy safeguards). (S) CONTRACTOR will designate and identify, a Person or Persons. as Privacy Official 45 CFR 164.530(a)(1) and Information Security Official, each of whom is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA CONTRACTOR will provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change. If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HHS request. 45 CFR 164.308(a)(2). (T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further, that each has agreed in writing to be bound by the disclosure HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 6 of 15 DSHS Contract 8 H HS001 120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 Work, CONTRACTOR will comply with the following laws rules and regulations, only to the extent applicable and required by law: • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; • The Privacy Act of 1974; • OMB Memorandum 07-16; • The Federal Information Security Management Act of 2002 (FISMA); • The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DUA; • Internal Revenue Publication 1075 Tax Information Security Guidelines for Federal, State and Local Agencies; • National Institute of Standards and Technology (MIST) Special Publication 800-66 Revision 1 An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A - Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 800.47 Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88, Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI; and Any other State or Federal law, regulation, or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. (AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat any Personal Identifying Information it creates, receives, maintains, uses, transmits, destroys andior discloses in accordance with Texas Business and Commerce Code, Chapter 521 and other applicable regulatory standards identified in Section 3.01(Z), and hidividually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, transmits, destroys and,or discloses in accordance with H1PAA and other applicable regulatory standards identified in Section 3.01(Z). ARTICLE 4. BREACH NOTICE, REPORTING AND CORRECTION REQUIREMENTS HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 8 of 15 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C4C2C-855A-199A4BF90AD0 (d) A brief description of CONTRACTOR's investigation and the status of the investigation; (e) A description of the types and amount of Confidential Information involved; (f) Identification of and number of all Individuals reasonably believed to be affected, including first and last name of the Individual and if applicable the, Legally Authorized Representative, last known address, age, telephone number, and email address if it is a preferred contact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; (g) CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; (h) CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential harm, including without limitation CONTRACTOR's provision of notifications, credit protection, claims monitoring, and any specific protections for a Legally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; (i) The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); 6) 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 fixture for response to the Event or Breachbut no less than every three (3) business days or as otherwise directed by HHS, including information about risk estimations, reporting, notification, if any, mitigation, corrective action, root cause analysis and when such activities are expected to be completed; and HHS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 10 of 15 DSHS Contract # HHS00112030000.5 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 (D) CONTRACTOR will have the burden of demonstrating to the reasonable satisfaction of HHS that any notification required by HHS was timely made. If there are delays outside of CONTRACTOR's control, CONTRACTOR will provide written documentation of the reasons for the delay. (E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. STATEMENT OF WORK "Statement of Work" means the services and deliverables to be performed or provided by CONTRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract. The Statement of Work, including any future amendments thereto, is incorporated by reference in this DUA as if set out word-for-word herein. 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. HISS Data Use Agreement TACCHO VERSION (Local City and County Entities) October 23, 2019 Page 12 of 15 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the temts 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 Breac 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 DSHS Contract # HHS001120300005 DocuSign Envelope ID: 96E4EC18-348C-4C2C-855A-199A4BF90AD0 ATTACHMENT H FFATA Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Slanor cannot certify all of the statements contained In this sect►on Sianor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. 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.us sa com DUNS Number. 9-digits Required www.sam.eov State of Texas Comptroller Vendor Identiflcation Number (VIN) 24 Digits Printed Name of Authorized Representative Signature of Authorized Representative Title of Authorized Representative Date •1- Department of State Health Services DSHS Contract # HHS001120300005 Form 4734 — June 2013 Certificate Of Completion Envelope Id: 96E4EC18348C4C2C855Al99A4BF90AD0 Subject: $261,979.00 HHS001120300005 City of Lubbock STD/HIV-DIS - New Contract Source Envelope: Document Pages: 88 Signatures: 2 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 12/10/2021 2:07:59 PM Signer Events Daniel Pope dpope@mylubbock.us Mayor City of Lubbock Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/10/2021 2:50:27 PM ID:4252790d-cOc2-4b78-974a-6e7d26f710fd Helen Whittington helen.whiftington@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/10/2021 2:53:41 PM ID:4062d956-1aec-4a36-a8cd-da9d428ead67 Patty Melchior Patty. Melchior@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/10/2021 11:27:20 AM ID: b6e13bOf-dl50-445a-99f5-c5ldf336175f Kirk Cole Kirk.Cole@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/10/2021 8:04:38 AM ID: 33c4480a-f689-49db-b3ac-f5074a3557dd In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Holder: CMS Internal Routing Mailbox CMS.InternalRouting@dshs.texas.gov Signature Signature Status Status Status DocuSign Status: Sent Envelope Originator: CMS Internal Routing Mailbox 11493 Sunset Hills Road #100 Reston, VA 20190 CMS.InternalRouting@dshs.texas.gov IP Address: 160.42.85.9 Location: DocuSign Timestamp Sent: 12/10/2021 2:17:41 PM Viewed: 12/10/2021 2:50:27 PM Timestamp Timestamp Timestamp Timestamp Electronic Record and Signature Disclosure created on: 9/14/2020 7:10:18 PM Parties agreed to: Daniel Pope, Helen Whittington, Patty Melchior, Kirk Cole ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, DSHS Contract Management Section (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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