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Home My WebLink AboutResolution - 2023-R0404 - FDP Cost Reimbursement Subaward Agreement UTAUS-SUB00001039, IHCP Grant - 08/22/2023 (2)Resolution No. 2023-R0404 Item No. 6.20 August 22, 2023 KESOLUTION 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, FDP Cost Reimbursement Subaward Agreement UTAUS-SUB00001039 between the City of Lubbock and 1'he University of Texas at Austin, and related documents, under the Health and Human Services Commission's Substance Abuse Innovative Healing Centered Projects Grant Program. Said Subaward Agreement and related documents are 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 _August 22, 2023 A' 'EST: Courtney Paz, City Secret APPROVED AS TO CONTLNT: Biil Ho�Ertya�fi, Dcputy Ci APPROVED AS TO FORM: - �-� - — achael Foster, ssi tant City Attorney TRAY E, AYO ccdocslllRES.Subaward Agreement U"1' Sub Abuse Innovative Healing 7.6.23 No Text Resolution No. 2023-R0404 FDP Cost Reimbursement Subaward Federal Awarding Agency: Other PHS [Type in Agency] DHHS- SAMHSA Pass-Through Entity (PTE): The University of Texas at Austin PTE Pi: Stacey Manser Federal Award No: � HHS001190300001 Project Title:� Substance Abuse Innovative Healing Center Subrecipient: City of Lubbock P� Meagan Miller Subaward No: � UTAUS-SU600001039 iawaiu o u c rcii�u. �Amount Funded This Action (USD): $ �34,908.32 rt: 03/01 /2023 End: 08/31 /2023 tstimat a+� r r r n nce: Ilncrementally Estimated Total (USD): $ 775,413.62 Start: 03/01 /2023 End: 08/31 /2025 Terms and Conditions 1. PTE hereby awards a cost reimbursable subaward, (as determined by 2 CFR 200.331), to Subrecipient. The Statement of Work and budget for this Subaward are as shown in Attachment 5. In its performance of Subaward work, Subrecipient shall be an independent entity and not an employee or agent of PTE. 2. Subrecipient shall submit invoices not more often than monthly and not less frequently than quarterly for allowable costs incurred. Upon the receipt of proper invoices, the PTE agrees to process payments in accordance with this Subaward and 2 CFR 200.305. All invoices shall be submitted using SubrecipienYs standard invoice, but at a minimum shall include current and cumulative costs (including cost sharing), breakdown by major cost category, Subaward number, and certification, as required in 2 CFR 200.415(a). Invoices that do not reference PTE Subaward number shall be returned to Subreci ient. Invoices and questions concerning invoice receipt or payments shall be directed to the party's Financial Contact, shown in Attachment 3A. tive costs incurred, including cost sharing, marfced "FINAL" must Financial Contact, as shown in Attachment 3A, not later than 60 days afte The final statement of costs shall constitute SubrecipienYs final financial report. � All payments shall be considered provisional and are subject to adjustment within the total estimated cost in the event such adjustment is necessary as a result of an adverse audit finding against the Subrecipient. Matters concerning the technical performance of this Subaward shall be directed to the appropriate party's Principal Investigator as shown in Attachments 3A and 36. Technical reports are required as shown in Attachment 4. 6. Matters concerning the request or negotiation of any changes in the terms conditions or amounts cited in this Subaward, and an chan es re uirin rior approval, shall be directed to the PTE's Authorized Official Contact and the SubrecipienYs Authorized Official Contact shown in Attachments 3A and 36. Any such change made to this Subaward requires the wri en approva o eac party's Authorized Official as shown in Attachments 3A and 36. 7. The PTE may issue non-substantive changes to the Budget Period(s) and Budget Bilaterally . Unilateral modification shall be considered valid 14 days after receipt unless otherwise indicated by Subrecipient when sent to Subrecipient's Authorized O�cial Contact, as shown in Attachment 36. 8. Each party shall be responsible for its negligent acts or omissions and the negligent acts or omissions of its employees, officers, or directors, to the extent allowed by law. 9. Either party may terminate this Subaward with 30 days written notice. Notwithstanding, if the Awarding Agency terminates the Award. P rminate in accordance with Awarding Agency requirements. PTE notice shall be directed to the Authorized Official Contact, and Subrecipient notice shall be directed to the Authorized Official Contact as s own m ttac ments and 36. PTE shall pay Subrecipient for termination costs as a owa e un er rn orm Guidance, 2 CFR 200, or 45 CFR Part 75 Appendix IX, as applicable 10. By signing this Subaward, including the attachments hereto which are hereby incorporated by reference, Subrecipient certifies that it will perform the Statement of Work in accordance with the terms and conditions of this Subaward and the applicable terms of the Federal Award, including the appropriate Research Terms and Conditions ("RTCs") of the Federal Awarding Agency, as referenced in Attachment 2. The parties further agree that they intend this subaward to comply with all applicable laws, regulations, and requirements. By an Authorized Official of the PTE: By an Authorize�l ffic the Subrecipient: Name: Michelle Strickland Title: Associate Director of Contracting � Date Name: � Title: Mayor 8�22r2o23 Date FDP DEC 2020 Attachment 1 Certifications and Assurances Subaward Number: UTAUS-SU600001039 Certification Regarding Lobbying (2 CFR 200.450) By signing this Subaward, the Subrecipient Authorized Official certifies, to the best of his/her knowledge and belief, that no Federal appropriated funds have been paid or will be paid, by or on behalf of the Subrecipient, 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 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 in accordance with 2 CFR 200.450. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or intending to influence an o�cer 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 Subrecipient shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," to the PTE. 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 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Debarment, Suspension, and Other Responsibility Matters (2 CFR 200.214 and 2 CFR 180) By signing this Subaward, the Subrecipient Authorized O�cial certifies, to the best of his/her knowledge and belief that neither the Subrecipient nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency, in accordance with 2 CFR 200.213 and 2 CFR 180. Audit and Access to Records Subrecipient certifies that it will provide PTE with notice of any adverse findings which impact this Subaward. Subrecipient certifies compliance with applicable provisions of 2 CFR 200.501-200.521. If Subrecipient is not required to have a Single Audit as defined by 200.501, Awarding Agency requirements, or the Single Audit Act, then Subrecipient will provide notice of the completion of any required audits and will provide access to such audits upon request. Subrecipient will provide access to records as required by parts 2 CFR 200.337 and 200.338 as applicable. Program for Enhancement of Contractor Employee Protections (41 U.S.0 4712) Subrecipient is hereby notified that they are required to: inform their employees working on any federal award that they are subject to the whistleblower rights and remedies of the program; inform their employees in writing of employee whistleblower protections under 41 U.S.0 §4712 in the predominant native language of the workforce; and include such requirements in any agreement made with a subcontractor or subgrantee. The Subrecipient shall require that the language of the certifications above in this Attachment 1 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. Use of Name Neither party shall use the other party's name, trademarks, or other logos in any publicity, advertising, or news release without the prior written approval of an authorized representative of that party. The parties agree that each party may use factual information regarding the existence and purpose of the relationship that is the subject of this Subaward for legitimate business purposes, to satisfy any reporting and funding obligations, or as required by applicable law or regulation without written permission from the other party. In any such statement, the relationship of the parties shall be accurately and appropriately described. Prohibition on Certain Telecommunication and Video Surveillance Services or Equipment Pursuant to 2 CFR 200.216, Subrecipient will not obligate or expend funds received under this Subaward to: (1) procure or obtain; (2) extend or renew a contract to procure or obtain; or (3) enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services (as described in Public Law 115-232, section 889) as a substantial or essential component of any system, or as a critical technology as part of any system. Attachment 2 Subaward Number Federal Award Terms and Conditions UTAUS-SU600001039 Required Data Elements The data elements required b Uniform Guidance are incorporated in the attached Federal Award. This Subaward Is: ■� Research & Development ■� Subject to FFATA Awarding Agency Institute (If Applicable) Federal Award Issue Date FAIN Assistance Listing No. Assistance Listing Program Title (ALPT) Ke Personnel Per NOA General Terms and Conditions By signing this Subaward, Subrecipient agrees to the following: 1. To abide by the conditions on activities and restrictions on expenditure of federal funds in appropriations acts that are applicable to this Subaward to the extent those restrictions are pertinent. This includes any recent legislation noted on the Federal Awarding Agency's website: 2. 2 CFR 200 and 45 CFR Part 75. 3. The Federal Awarding Agency's grants policy guidance, including addenda in effect as of the beginning date of the period of performance or as amended found at: 4. Research Terms and Conditions, including any Federal Awarding Agency's Specific Requirements found at: except for the following : a. No-cost extensions re uire the written approval of the PTE. Any requests for a no-cost extension shall be directed to the Administrative Contact shown in Attachment 3A, not less than 30 days prior to the desired effective date of the requested c ange. b. Any payment mechanisms and financial reporting requirements described in the applicable Federal Awarding Agency Terms and Conditions and Agency-Specific Requirements are replaced with Terms and Conditions (1) through (4) of this Subaward; and c. Any prior approvals are to be sought from the PTE and not the Federal Awarding Agency. d. Title to equipment as defined in 2 CFR 200.1 that is purchased or fabricated with research funds or Subrecipient cost sharing funds, as direct costs of the project or program, shall vest in the Subrecipient subject to the conditions specified in 2 CFR 200.313. e. Prior approval must be sought for a change in Subrecipient PI or change in Key Personnel (defined as listed on the NOA). 5. Treatment of program income: Additive Special Terms and Conditions: Data Sharing and Access: Subrecipient agrees to comply with the Federal Awarding Agency's data sharing and/or access requirements as reflected in the NOA or the Federal Awarding Agency's standard terms and conditions as referenced in General Terms and Conditions 1-4 above. No additional requirements Data Rights: Subrecipient grants to PTE the right to use data created in the performance of this Subaward solely for the purpose of and only to the extent required to meet PTE's obligations to the Federal Government under its PTE Federal Award. Copyrights: Subrecipient Grants to PTE an irrevocable, royalry-free, non-transferable, non-exclusive right and license to use, repro uce, ma ce enva ive works, display, and perform publicly any copyrights or copyrighted material (including any computer software and its documentation and/or databases) first developed and delivered under this Subaward solely for the purpose of and only to the extent required to meet PTE's obligations to the Federal Government under its PTE Federal Award. Subrecipient grants to PTE the right to use any written progress reports and deliverables created under this Subaward solely for the purpose of and only to the extent required to meet PTE's obligations to the Federal Government under its Federal Award. Promoting Objectivity in Research (COI): Subrecipient must designate herein which entity's Financial Conflicts of Interest policy (COI) will apply: Subrecipient If applying its own COI policy, by execution of this Subaward Subreci ient certifies that its olic com lies with the re uirements of the relevant Federal Awarding Agency as identified herein: 42 CFR Part 50 Subpart F Subrecipient shall report any financial conflict of interest to PTE's Administrative Representative or COI contact, as designated on Attachment 3A. Any financial conflicts of interest identified shall, when applicable, subsequently be reported to Federal Awarding Agency. Such report shall be made before expenditure of funds authorized in this Subaward and within 45 days of any subsequently identified COI. Work Involving Human or Vertebrate Animals (Select Applicable Options) � No Human or Vertebrate Animals IRB Upon Request ■� Human Subjects � Vertebrate Animals The PTE requires veri�cation of IRB and/or IACUC approva/ be sent to the Administrative Contact as required above: Subrecipient agrees that any non-exempt human and/or vertebrate animal research protocol conducted under this Subaward shall be reviewed and approved by the appropriate Institutional Review Board (IRB) and/or its Institutional Animal Care and Use Committee (IACUC), as applicable and that it will maintain current and duly approved research protocols for all periods of the Subaward involving human and/or vertebrate animal research. Subrecipient certifies that the appropriate IRB and/or IACUC are in full compliance with applicable state and federal laws and regulations. The Subrecipient certifies that any submitted IRB / IACUC approval represents a valid, approved protocol that is entirely consistent with the Project associated with this Subaward. In no event shall Subrecipient invoice or be reimbursed for any human or vertebrate animals related expenses incurred in a period where any applicable IRB / IACUC approval is not properly in place. Human Subjects Data (Select One) Applicable Human Subjects Data will be exchanged under this The PTE will set forth the terms of the exchange of Subaward (check all that apply): Human Subjects Data (Select One): BFrom Subrecipient to PTE In Attachment 7. From PTE to Subrecipient This section left intentionally blank Additional Terms Attachment 3A Pass-Through Entity (PTE) Contacts PTE Information Entity Name: The University of Texas at Austin �egal Address: 3925 W. Braker Lane, WPR Building Suite 3.340, Stop A9000 Austin, TX 78759-5316 website: https://research.utexas.edu/osp/ PTE Contacts Subaward Number: UTAUS-SUB00001039 Central Email: osp�ia austin.utexas.edu Principal Investigator Name: Stacey Manser Email: stacey.manser@austin.utexas.edu Telephone Number: 512 232 9085 Administrative Contact Name: Contracts Negotiator Email: osp@austin.utexas.edu Telephone Number: (512) 471-6424 COI Contact email (if different to above): Financial Contact Name: OADR Account Management Email: oadram@utlists.utexas.edu Telephone Number: 512-471-0561 Email invoices?� Yes � No Invoice email (if different): Authorized Official Name: Associate Director of Contracting Email: osp@austin.utexas.edu PI Address: Telephone Number: (512) 471-6424 1823 RED RIVER ST AUSTIN, TX 78712 Administrative Address: 3925 W. Braker Lane, WPR Building Suite 3.340, Stop A9000 Austin, TX 78759-5316 Invoice Address: Please email invoices as indicated above. Attachment 3B Research Subaward Agreement Subrecipient Contacts Subaward Number: UTAUS-SUB00001039 Subrecipient Information for FFATA reporting Entity's UEI/DUNS Name City of Lubbock EIN No.: 00017560005906 Institution Type: City/Township Gov't Currently registered in SAM.gov: O Yes r"1 No UEI / DUNS: 58213893 Exempt from reporting executive compensation:O Yes No (ifno, complete 38pg2) Parent UEI / DUNS: This section for U.S. Entities: Zip Code Look-up Place of Performance Address Congressional District: Zip Code+4: � Enter Zip Code + 4 if a U. S. Entity Look_up 1314 Avenue K Lubbock, TX 79401 Subrecipient Contacts Central Email: Website: mylubbock.us Principal Investigator Name: Meagan Miller Email: mmiller@mylubbock.us Telephone Number: 806.775.3841 Administrative Contact Name: Gloria Diaz Email: gdiaz@mylubbock.us Telephone Number: 806.775.3006 Financial Contact Name: Amber Aguilar Email: aaguilar@mylubbock.us Telephone Number: 806.775.2149 Invoice Email: �aaguilar@mylubbock.us Authorized Official Name: Mayor Tray Payne Email: traypayne@mylubbock.us Telephone Number: 806.775.2010 Legal Address: 1314 Avenue K Lubbock, TX 79401 Administrative Address: 806 18th Street Lubbock, TX 79401 Payment Address: 1314 Avenue K Lubbock, TX 79401 FDP 36.1 JAN 2020 Subaward Number: Attachment 3B-2 UTAUS-SU600001039 Highest Compensated Officers Subrecipient: Institution Name: City of Lubbock PI Name: Meagan Miller Highest Compensated Officers The names and total compensation of the five most highly compensated officers of the entity(ies) must be listed if the entity in the preceding fiscal year received 80 percent or more of its annual gross revenues in Federal awards; and $25,000,000 or more in annual gross revenues from Federal awards; and the public does not have access to this information about the compensation of the senior executives of the entity through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §§ 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. See FFATA § 2(b)(1) Internal Revenue Code of 1986. Officer 1 Name: O�cer 1 Compensation: Officer 2 Name: Officer 2 Compensation: Officer 3 Name: Officer 3 Compensation: Officer 4 Name: Officer 4 Compensation: Officer 5 Name: Officer 5 Compensation: Attachment 4 Reporting and Prior Approval Terms Subaward Number: UTAUS-SU600001039 Subrecipient agrees to submit the following reports (PTE contacts are identified in Attachment 3A): Technical Reports: ❑Monthly technical/progress reports will be submitted to the PTE's Administrative Contact within 15 days of of the end of the month. ❑� Quarterly technical/�ro ress re orts will be submitted within 30 days after the end of each project quarter to the PTE'S Administrative Contact ❑Annual technical / progress reports will be submitted within 60 days prior to the end of each budget period to the PTE's Administrative Contact . Such report shall also include a detailed budget for the next Budget Period, updated other support for key personnel, certification of appropriate education in the conduct of human subject research of any new key personnel, and annual IRB or IACUC approval, if applicable. �A Final technical/progress report will be submitted to the PTE's Administrative Contact within 60 days of the end of the Project Period or after termination of this award, whichever comes first. �Technical/progress reports on the project as may be required by PTE's Administrative Contact in order for the PTE to satisfy its reporting obligations to the Federal Awarding Agency. Prior Approvals: C2ffyOV@f: Carryover instructions and requi�emenfs are as Carryover is restricted for this subaward by the: Federal Awarding Agency statedbytheFederalAwardingAgency guidance w as shown below. Submit carryover requesfs to the Administrative Contact Other Reports: �In accordance with 37 CFR 401.14, Subrecipient agrees to notify both the Federal Awarding Agency via iEdison and PTE's Administrative Contact within 60 days after SubrecipienYs inventor discloses invention(s) in writing to SubrecipienYs personnel responsible for patent matters. The Subreci ient will submit a final invention report using Federal Awarding Agency specific forms to the PTE's Administrative Contact within 60 days of the end of the Project Period to be included as part of the PTE's final invention report to the Federal Awarding Agency. A negative report is required: Yes � Property Inventory Report (only when required by Federal Awarding Agency), specific requirements below. Additional Technical and Reporting Requirements: �Close-out Requirements: Subrecipient shall submit a completed Subrecipient Close-Out Form, appended hereto as Attachment 8, to the addressee named on the form. Other documentation shall accompany the form as applicable. Payment of Final Invoice shall be withheld pending receipt and acceptance of the close-out documentation. Attachment 5 Statement of Work, Cost Sharing, Indirects 8� Budget Statement of Work Subaward Number: UTAUS-SUB00001039 �Below �Attached, 4� pages If award is FFATA eligible and SOW exceeds 4000 characters, include a Subrecipient Federal Award Project Description Budget Information Indirect Information Indirect Cost Rate (IDC) Applied Rate Type: Modified Total Direct Costs 0� % ICost Sharing No Budget Details � Below � Attached, 3�pages If Yes, include Amount: $ � Budget Totals Direct Costs $ 134,908.32 Indirect Costs $ 0.00 Total Costs $ 134,908.32 All amounts are in United States Dollars Y � 3 LL 0 � Z W W Q N Y V O � � 3 J O u 2 � g � a O a � H � O T � C � +, �'� � � � Z � Q a�+ � G1 Y O � � � vi d E O � v L � � N Y GJ G! 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'�p � = f0 � G1 C � fl- u � �c L.L � � 'a Gl OD � � � O .� p � � = N O.'� 0 3 � ` o � � O � � N -a L . 3 �% � � � C N C v p Q' 7 N H o_ Q � H J � � W � W � � C f0 � z W W OC U � � a • Op � O .0 d � C � � Q) L � �, Q� u � � O � � U � � N 7 H L � � i C f0 v O � � �+ fl- T 'O — L N (�0 �O C °J ~ m � � lLLL t � � � 3 � u °, f0 � � O � � � L L �� 3 O ,v O � to > �p C � � oC � f0 � +� Y G1 N Y � � � IY -� -p v � � � � O v N i = � � � � H _ y c�i m -a c a C ,� y L c n. � � .� � � � � N C � �� 7 vi � � � v C 'L � N � Y � a�, o '" � � � � v �-' "O � � �o 3 � i �+' O C Q N — �a — c Q 3 '� � � v n�i v�i v — fC C � C ��if N N � � O N _ � .� C L �'' � �+ � � O �'�.+ O -p � a c C N � N ` vi � O C 0 + � a ,,, O ,` .� o � � O v � a a N L � a-+ t i � � L � O 'O � > N � O C '� O � R � L o v ai `� U � C � v � N Ll l� Q � a� N L +-� a-� C � O � � � c � "p N c �, °1 0 n +, a, O � � � N � � L � L w N � L QJ � C } � � f0 � � U � � .c � � � ao � c. '� C 4J � v � U � O � O a"C,, � � v C C O � L N Q L � � � m � C N O i.� t c �' . v �� L �� v � � O � N U m O p. O � M (p N +' � — N � d � °° c O •� — d 3 � n. _ � N � � n � � C �C f0 C � O � '� a, � � v w a�-� N C � h � L � � Y O u Q � O •� ++ �+ N � fL0 L � CJ � N "a L � Y 3 m -o E > � � � L N p L 3 }' � � N Z � �' .> c � � � E �' � � � u �, Y v m U J N N s � a-� G! N f6 � a _ O — a 3 a h � L Y � L � � 3 � � � a�i v�i t c ? � � � C a-' 3 ` � � � �> O Q N G. L � H � �: +� u � u � O � — � .� v �� C � G1 � � Y Q c a, � m `� �, 3 � � c� U � � O Q � w � � 3 C C � � h0 � � m ,n Q- o �o a *� � u � v � — � N � � � N � � Y N � � � � C � � C .� N � � � � c .� � '� � � � N� N � +r v c c � � � � C � — O � � � � V 41 C � n ro -a C E C .Q N O � � _ a v 3 N •� � � y � 3 � � 0 3 � C N yL,, v c � � �'' L C � aoo+, c � c 7 � � � �° o � C a+ �U � � � � Z � . a� � � r � .c +� � � 41 41 � � � L � m � N � � � � C�-+ L N � $ O C Q � � L d t � V �' N 2 C -p a� -a �o � � 'u � 0 O 'a � O N L � � w = a°J, �' 3 � � � N = N a'�-+ = L � .3 � � a?i 3 °J L "p v +� • � > y -a � " •� �3 .� Y � �n ` � ai c ,o m m N � � Q � v u O f0 � � Q a �. 3 � �o � a, Y U N � � N � C � L � >a-+ v o � c �L � (/I l0 � � � Y O •� Q � 0 3 L+ � 0 � _ � � O � � � u '� � � L N C � � � O •O u � � .Z C O N � f-. a, C I.�i � f0 � � o � � Y � = c � � U � (O � � t � ro � � � U _ '3 .c � a, o � v � ~ � � � � a 0 �. O r... +-' d c � c � ,o � 3 � C U � � v � � � a v N a� � � � U � � � � � C U � V � � c N � u .� •`n c co y rp � L � � t s 7 7 ~ �n (� N > � c .� � � v � � v � u C � C � L •� E C �, � � � � � Q � � � � 41 L C = �' ,� �' m L GI a% L _ � > > . U � C � a� � c � J � � H o� �^ �' � X V O 1� N'a'O L C C � c0 f0 t v , L � � c v > F' N �' � +-' � � � L N � � `F v 0 N � N ++ .0 t �p � v � � � '� L � � N 'C N f�0 O L C > N � � � � � y, -a � o- .c E ' � � O C � M C .N � � � _ N Y t C O Q • V aJ O �c N V j�, r0 O s O � = O � +' a'' ��i1 f9 v� 3 C OA N � 0 V•V C uf L c � � � •- � 0 � N � E O ' 6 C vf C f0 C � p � 'c � � N � "O � p Q. � Y L N � Q Q ` o � � •�, �, � U � -p � L 3 � � m u �- a� � o �t t � +� c 3 �• � . � m � � v p � L O � � Q •� O '8 � L, C u a�+ � � � L O v�i a m ip v �'�w,� � � a � o � � � � i � — � � � °� � 3 s E 1�/1 �= N � � C� 7 � _ N �o = U �' � � O v C 41 y � v� L � O 'fl .a._�+ OJ ~ E N � _ N � � � � L 3 v a� s`o '^ o t > � o � 0 3 �'c -o s a N L � � f0 � � 3 3 � v � � C (J H �' � � d Q: � V1 ++ �L � E } X C � 41 00 �+ � 7 "a �c fl- � ~ � m ��„ ry v � a � � o ° N u � � � Y � � m ro � '3 m L � N f0 J � i c s U �-� y o 0 GJ i L � � c�; � o � v Z Gcl Q .�n +' U G L � � � f0 � t�a � � � Q 0 j }; c " c p_ � E L � N � � � O ar N �n Q u 3 � � Y � � � C � > m c � °,� � � t a, m v � � " H E � � � � � L � � � -a c�o a n ,v (p y C L G1 U1 � a+ � N .� 'o u c � �n c c � N v � G1 y � � t' C m t' GJ � N � t C O. ? X G. N'V t' -�a m H� H a Q G! C � Y N O C Q � O 'u a � � � N O_ O i O Q O +' � � H ;' L C Na+ Q N � � � � � (0 � � � � v . E -a o O C a ro H � Q � Y � f6 3 � O � � 3 � �' 'a � > c C � • �C � .41 7 � L -p +' > � � � � 3 � •C Q L O � � c t o 0 ~ O � � � � ca — "6 L • L � L a� L � v v v t � ,° ,_ c � �3 f0 � � Y � � 3 � O u N c � � o o ai �- 7 Oco ,,, E o � � � � �o v �n = ` � 3 v � a� N � v � � C � � � u c � p v � � �' u � 7 � N � u � _ � 'C �3 � °' � +� c a�i � � � � � m E •`-' c 3 U 6 � Y � � m � �J � � � 41 � v c �f1 V1 Lfl �I) �►1 Vl LIl �I1 V1 �I1 � � � � n � n n � � ^ � n v c � � � d a � i � � � � � � � � � � � u �., I� 1� I� I� 1� f� I� I� I� I� � h � � 0 7 = � N vf r � o 0 0 0 0 0 0 0 0 0 fp a=+ �.. � �C � q1 �� E d L � +.d' o � C V1 V1 �l) Vl LI1 �I1 l!1 �I1 �I1 �I1 Y M � n� n n n n^�� v � � C�71 � S la � � � � � � � � � � v �., r� r� � � � � t� � � � �.�i N � N � ' I� O � N � ,� o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N L = �1./ u � � � � � � _ �° QJ O l!1 lf1 t!1 V1 �I1 �f1 �I1 V1 V1 Vl � t a.r I� 1� 1� 1� 1� I� I� I� I� I� n, c � �+ °1 d a � = I� Li�i L/�i I.li i.n �.n i.n �n I.ii L,ii �n u �„ I� 1� f� I� 1� t� I� I� 1� 1� M +�+ � � N � N � ~ � � O O O O O O O O O O C t i-I ci a-i a-I a-I a-I .-I rl ri r-1 N _ a., ip C �p � . � N � _ ` °�,' o � N G a-� C 7 7 f�C a� � � h30 � � � Q � � o � � � � a � 0 � � " a�i N N C. 'o a� c W W tn � a 7 Z 'O N N � H N O N M N O N M N O N N C W � W h W C7 � Fa- '� N G! N � 3 Z O O O O O O O O O O O O � � � � � � � � � � � � N N N N N N N N N N N N O O O O O O O O O O O O L!1 lfl LI1 11') L!1 lf1 11') V1 L!1 LI1 LIl l!1 N N N N N N N N N N N N �c ��o � � � � r� r� � � � � � �o � � �o � � �o �o � � � � � � � � � � � � � 6' L L �' � L � � a� N � � � � 7 � i — ? N � a.�+ O � N c � �o a ca C �' 3 � u O e�i �� Q�� Q v► O Z 0 N W � � N Q W � � � - a, L m ai .� •" v o � ,�„ 'o .c v�i c _ a-+ � t S "6 L ,C ��6 C ir +-' 3 N 4J O � m 'O � N p w L �> G! � �' 1 � °,�' � o a � i- v c � � � � � '� �- 3 .�' o v f0 •� ° �' �u o � �' a � o � m � � �° a� � . v a� E � a, > � � � -n E � ° v �' � a, � � o � � N c � � � L � � � C � � � � c° hA � p, Q' � � c � L m �ai v p � O L �' •� v Q L V1 — Q � 41 � � � O •� N �.�+ 41 A > � C Y � � p O O � � +� v� 0 v 3 X � V � 3 � d aJ � N � C L •� N � � � � � Z' N O � y � N O '� _ Q t � aV-' N N � O � O _ � O �, C i�+ v v +�' � = a+ t N � c �3 a�, �' fl- � � �. "6 j � � � h�A _ t � C � a m o 0 i C 3 � r i=+ � � � N 7 � 7 v°,�' v fd i�' i � ,n c op a� ai � a � � c ;° a. � O � � � N 2 .3 � � � � � � — Q � � � � .� 3 c t n j H o'-' v�i N a�.+ �. 7 C N v� G! '8 N L L R -� v �' L = v�,,i �n C �' ' � a C Y .� 3 vi 'O O v � c�C C n�i O � -Q � L • - Q X � O O Q% •� � •L J Y L � � � 0 � � O vui .� � v- O 0 � � _ � j �' U x m }, c U = � L � � C � tn O. � tn C 0 aL.+ �O �u ~ Oi � L — C O�. O� p 00 • �o � 3 � L C "C � � Y � s � � v � v ai +� � c � � O � � O � N 3 0� Y Q. c� � O L � c c a O O Y � ~ = Q i � � � d C. Q� C L U N � � � p �+ � � O O �i � O a W � � Q W � H W O �J H � 0 a U _ � tC � O d � a� .� � � � c 'c G1 L � v N O C N � � c u Z `o 7 � 3 V � � G1 � � U Z � Y a, 41 � N a--I C 0 .� � � x a v '6 L � 3 o � v � • 2 � °� � r; � � � ai +� C � � O � c � ro N � Y � � a � a u S � O C }; O C 'v� N � C -O E N O Y v i a-' U o_ v � '^ �o � Z N v a, 0 s � v o � U ` � >. 2 v�i � C 'C p N � � �k � � v- 1— � � °' � v o � E v �, � '� �u � O. � � � � o a U O Z a Y N 41 3 � fl. o � N � v axi �C � � C � C a ti � i` " � c � � � •v � � � N a � v � � � � d C O � -p � � � � (0 � N L �.+ � � � a r� a` U 2 � O C �; O C '� v 0 p� C "a � �n O Y � a' � +; u a�i Q v a� � �`° � � N � c 'o a' '^ � — .c � � o V � U �n _ �- 2 � � 0��0 L N i fp � . o -o o v +� E � � � � � ~ 3 � � v ` � a, � � � O � o .L � .` � � n � 3 � U O U O Z a � n m � v L � � �, ia a� O � �> N (O a-i L � m o � � > v � � � v x d° �- a o � U ` � C 0 � � ai s °' E v� �v 3 a� � � � on � }, co N C C �j �p � O � 'H � � N � � hA N O �'' N Q �-Ni a ri a U _ � O C O C �v� N 0 � C � � w O 41 aJ � u ` a�+ y Q � a� � Z`° i � N � c 'o Y '^ � � L � N O _ �. S v�i � C O � O a� +_01-' E � � � � p ~ 3 � 3 a� L � v V � U O � O .` � .L � � a 0 U 0 U O Z a a � 0 i� � Y N � � 3 a0 lD co , � c � o � '� � � N � � ; v axi N Q' c � N � � m � °�'� v c s �� 2 o � � Y � — in '� ri v +J 7 � � �O Z C u ,o � 'a �n v 0 � f0 .O N L Y � _ � n�. � a` CJ 2 � O C " O � �vf al 0 � C '� � v+ O Y Ll �+ L �, v y Q v a, N 2 `° � Z v�i v c o a' '^ � � L � � O 2 ? 2 v�i � 0�0 o -fOa o a`Di °� E � � � � 0 ~ 3 � � v � � v � u o .n O .L � .` � � Q 7 3 7 � � � U � V O Z a lud�at and Justlfladon, Year 1(3(3/23-8/33/23) Health Worker IUSTIFICATION: Penonnel listed are full•t(me benefits eligible employees with a(ringe �ate o( 40X, which i�cludes retiremen[ and health care �vel to Austm trom Lubbock. Tz tar Annual Prevention Conference 54.500 $4,000 S 1,830.00 S 10,330.00 scalf, 5 nights/6 days�. Costs for travel include: $900 roundtrip fare per person; 561 meal per diem per person for 6 days and $160 lgmg per person per mght for 5 mghts. The trip costs $2,066 per rson Travel is budgeted in accordance with GSA rocrs. avel In Region 1 and Transporlation of Program Parliclpanls �3.�75 S 2,145.12 $ S - 5 S 2,145.12 les calculated at .655 cents oer mile) __ lUSTIFICATION� 7nvel to annual mee[ings in Austin, to tnnsport prognm partictpants to servfces and to service providers in the Region. lUSTIFICATION:Strenghtening Families Program Training lor all providers. The creaHon of amore virtaul and flexible prognm focusing on lUSTIFICATION: Meeting rooms for the strengthening familfes program and dinner for Shengthening fmaily Particfpantsso they can eat night ot class. Access to the LBK Communiry Platform to streamline the �efernl process. Total Direct Costs 5 134,908.32 Indirect Cost Rate � Total Indirect Costs 5 - Total ProJect Costs $ 130,908.32 lUSTIFICATION: The Behaviorol Health Manager will provfde prognm oversight and administraHon. The Communiry Health Wo�kers will provide interventions, case management and uNlize a communiry health worker model [o provide serv(ces. The admfn aszistant will assist wfth managing appointments and clerical duties. lUSTIFICATION: Class supplies, sessionz, tninings, electronics and staH supplies. 9ud�etandlu3Wkatlon,Year2�9(1/33-8131/24j � _ � � � IUSTIFICATION: Personnel listed are full-time benefits eligible employees with a fringe rate of 40%, which includes reNrement and health care �el to Austin from Luhbock, Tx for Annual Prevention Conference (5 $4,500 5 4,000.00 $ 1,830.00 $ � $ 30,330.00 f, 5 nights/6 days). Costs for travel include� $900 roundtrip airtare person; 561 meal pe� diem per person for 6 days and $1601odging person per night for 5 nights. The Vip costs 52,066 per person. �el is 6udgeted in acwrdance wi[h GSA rates �el in Region 1 and Traniportation of Program Participants (6,550 $ 4,290 25 $ � $ � $ � $ 4,290.25 1U571FICATION: Trevel to annual meetings in Austin, to trensport progrem participants to servlces and to service providers in the Region. Harmony Coliective- Nur[i[ion and Holis[ic Wellness Program $ 600.00 IUSTIFICATION: A tlexible holisitic nutrition, wellness and stress maangement class for program participants. IUSTIfICATION: Meettng rooms for the strengthening (amilies pragram and dinner (or Strengthening Finaily iarticipantsso they can eat together each night of class. Access to the LBK Community PlaHorm to streamline the refenal process. _'_"__"_""_""'_"_"___'_""""_""_'_'_'_"_'_""'_'_'_ _________"_""__""____'____"_'__' ____"___ _'____ ______'_____' Total Direct Costs S 320,252.65 Indirect Cost Rate 0% Total Indirect Cosa S - ToW I Project Costs S 320,252.65 IUSTIFICATION: The Behavioral Health Manager wfll provide prognm oversight and administrotion. The Community Heakh Worken wlll provide Interventions, case management and uNlfze a communky health worker model to provide services. The admin assistant will assitt with managing appointments and clerical dutles. IUSTIfICATION: Class supplies, sessions, treinings, electronics and sWH supplies. ,Wdget and lusdflntlon, Year 3 �9/1/1A-8/31/25) Miller I $ 70,000.00 Communi Health Worker Lead Vawnt � �L,O16.W iwm a �<,na Communiry Health Worker Vacant 5 32,000.00 10096 S 32,00 Community Health Worker Vacan[ 5 32.000.00 100% $ 32.00 TOTAL $ 154,91 IUSTIfICATION: The Behavioral Neal[h Manager will provide program oversight and admfnistration. The Community Health Workers will provide interventions, case management utili:e a community health worker model to provfde services. The admin assistant wfll assirt with managing appointmentz and cleriwl duties. M�Iler IUSTIFICATION: Penonnel listed are full-Nme 6eneflts eligible employees with a fringe rote of 00%, which includes retfrement and health care beneflts. Travel to Austin from Lubbock. Tz for Annual Prevention Conference 5 4,500.00 S 4,000.00 S 1,83U.00 5 - S 10,330.00 (5 staft, 5 mgh[s/6 days) CozK for travel mdude: 5900 roundtnp ai�(are per person: $61 meal per diem per person for 6 days and $160 lodging per person per mght for 5 mgh[s. 7he tnp costs 52,066 per person.7ravel is budgeted in accordance with GSA rates. Travel in Region 1 and Tronsporta[ion of Vrogram Participants (6,550 5 4,290.25 $ $ - 5 - S 4,290.25 miles al .655 per mile to tranpart clientz over 12 moths) TOTAL $ 30,620.25 IUSTIFICATION: Tnvel to annual meetfngz in Austin, to transport prognm participants to services and to service providers in the Region. lUSTIFICATION: A(Ie:ible holtzitfc nutrition, wellness and stress maa�gement class (or program participants. 15.00 IUSTIfICATION: Meeting rooms lor the strengthening famflies prognm and dinner (or Strengthening Finaily Participantsso they can eat together each night of class. Access to the LBN Community Platform to streamlfne the refertal process. Total DirectCosts S 320,252.65 Indirecc Cort Rate � To[allndirectCosts S - Total Praject Costs S 320,252.65 IUSTIFICATION: Class supplies, sessions, trafnings, electroniu and staH supplies. Subaward Number: UTAU S-S U 60000103f Attachment 6 Notice of Award (NOA) and any additional documents � The following pages include the NOA and if applicable any additional documentation referenced throughout this Subaward. � Not incorporating the NOA or any additional documentation to this Subaward. locuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 SIGNATURE DOCUMENT FOR HEALTH AND HUMAN SERVICES COMMISSION GRANT AGREEMENT CoNTRacT No. HHS001190300001 UNDER THE INNOVATIVE HEALING CENTERED PROJECTS GRANT PROGRAM The parties to this agreement ("Grant Agreement" or "Contract") are the Health and Human Services Commission ("System Agency"), a pass-through entity, and The University of Texas at Austin ("Grantee"), having its principal office at 3925 West Braker Lane, Austin, Texas 78759 (each a "Party" and collectively the "Parties"). I. PURPOSE The purpose of this Grant Agreement is to provide Grantee, in an administrative capacity, the ability to develop, implement, manage, and evaluate the Substance Abuse Innovative Healing Centered Projects program, SA/IHCP, to promote resiliency, social and community connectedness, and healing for individuals at risk for substance misuse. II. LEGAL AUTHORITY This Grant Agreement is entered into pursuant to sections 531.002 and 531.039 of the Texas Government Code. III. DURATION This Grant Agreement is effective on the signature date of the latter of the Parties to sign this agreement and terminates on August 31, 2025, unless renewed, extended, or terminated pursuant to the terms and conditions of the Grant Agreement. System Agency, at its sole discretion, may extend this Grant Agreement for any period(s) of time, provided the Grant Agreement term, including all extensions or renewals, does not exceed five years. Notwithstanding the limitation in the preceding sentence, System Agency, at its sole discretion, also may extend the Grant Agreement 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. STATEMENT OF WORK The Scope of Grant Project to which Grantee is bound is incorporated into and made a part of this Grant Agreement for all purposes and included as Attachment A. V. BUDGET The total amount of this Grant Agreement will not exceed $16,250,000.00. System Agency Grant Agreement, Contract #HHS001190300001 Page 1 of 6 HHS Signature Document - Grantee v 3.0 Effective: October 2021 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B This includes the System Agency share of, $16,250,000.00 and Grantee's required match amount of $0.00. The total not-to-exceed amount includes the following: Total Federal Funds: $16,250,000.00 All expenditures under the Grant Agreement will be in accordance with ATTACHNtENT B, BUDGET. VI. REPORTING REQUIREMENTS Grantee shall submit the following reports REPORT FREQUENCY DUE DATE SUBMISSION SYSTEM Institutional Review Once Within 30 days of receipt of Board Determination documentation of GlobalScape determination Implementation Plan Once Within 60 days of contract GlobalScape execution Data Collection and Once Within 90 days of contract G1obalScape Evaluation Plan execution Program Outcome Once Within 60 days of contract G1obalScape Measures Menu execution Mid-year Evaluation Annually March 31S` GlobalScape Re orts Annual Evaluation Annually September 30`h G1obalScape Re orts Summative Evaluation End of Contract September 30�", 2025 GlobalScape Re ort term Executed Ongoing Within 30 days following G1obalScape Subcontractor execution of subcontractor agreements agreements Subcontractor Quality Quarterly Q1: Dec. 31S` GlobalScape Management Report Q2: March 31 Sc Q3: June 30`n 4: Se t. 30th CMBHS Security Bi-annually September 15`h GlobalScape Attestation Form and March 15`n list of authorized users System Agency Crant Agreement, Contract #HHS001190300001 Page 2 of 6 HHS Signature Document - Grantee v 3.0 Effective: October 2021 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C43B Invoices Monthly By the 15`h of the month CMBHS following the delivery of services Financial Status Quarterly Q1: Dec. 3151 CMBHS Reports Q2: March 31S` Q3: June 30`h 4: October 15`" General Ledger Quarterly Q1: Dec. 31S` Globalscape Q2: March 31 S` Q3: June 30cn Q4: October 15cn Closeout documents Annuall October 15`h Globalsca e FY 24 Bud et Annuall June 15, 2023 Globalsca e FY 25 Bud et Annuall June 15, 2024 Globalsca e VII. CONTRACT REPRESENTATIVES The following will act as the representative authorized to administer activities under this Grant Agreement on behalf of their respective Party. Svstem A�encv Health and Human Services Commission Angela Perkins 909 West 45`h Street, building 555 Austin, Texas 78751 An�ela.Perkins�hhs.texas. o�v Grantee The University of Texas at Austin Mark Featherston 3925 West Braker Lane, Building 156 Suite 3.340, MC: A9000 Austin, Texas 78759 osp�austin.utexas.edu VIII. NOTICE REQUIREMENTS A. All notices given by Grantee shall be in writing, include the Grant Agreement contract number, comply with all terms and conditions of the Grant Agreement, and be delivered to the System Agency's Contract Representative identified above. B. Grantee shall send legal notices to System Agency at the address below and provide a copy to the System Agency's Contract Representative: Health and Human Services Commission Attn: Office of Chief Counsel 4601 W. Guadalupe, Mail Code 1100 Austin, Texas 78751 System Agency Grant Agreement, Contract #HHS001190300001 Page 3 of 6 HHS Signature Document - Grantee v 3.0 Effective: October 2021 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C436 2 4 C. Notices given by System Agency to Grantee may be emailed, mailed or sent by common carrier. Email notices shall be deemed delivered when sent by System Agency. Notices sent by mail shall be deemed delivered when deposited by the System Agency in the United States mail, postage paid, certified, return receipt requested. Notices sent by common carrier shall be deemed delivered when deposited by the System Agency with a common carrier, overnight, signature required. D. Notices given by Grantee to System Agency shall be deemed delivered when received by System Agency. E. Either Party may change its Contract Representative or Legal Notice contact by providing written notice to the other Party. IX. FEDERAL AWARD INFORMATION GRANTEE'S DATA UNIVERSAL NUMBERING SYSTEM (DUNS� NUMBER IS: 170230239 Federal funding under this Grant Agreement is a subaward under the following federal award(s). Federal Award Identification Number (FAIN): B08TI083969 1 Assistance Listings Title, Number, and Dollar Amount: • Substance Abuse Prevention and Treatment Block Grant — 1 B08TI083969-01 — $117,140,711.00 Assistance Listing Number- 93.959 Federal Award Date: September 1, 2021 Federal Award Period: September 1, 2021 to September 30, 2025 Name of Federal Awarding Agency: The U.S. Department of Health and Human Services (HHS), Substance Abuse and Mental Health Services Administration (SAMHSA) Federal Award Project Description: Substance Abuse Prevention & Treatment Block Grant 6 Awarding Official Contact Information: Wendy Pang, Grants Specialist Contact Telephone No.: (240) 276-1419 Facsimile No.: (240) 276-1430 Email: Wend, .y Pang(�samhsa.hhs. o�v 7 Total Amount of Federal Funds Awarded to System Agency: $117,140,711.00 8 Identification of Whether the Award is for Research and Development: No X. CONTRACT DOCUMENTS The following documents are incorporated by reference and made a part of this Grant Agreement for all purposes. Unless expressly stated otherwise in this Grant Agreement, in the event of conflict, ambiguity or inconsistency between or among any documents, all System Agency documents take precedence over Grantee's documents and the Data Use Agreement takes precedence over all other contract documents. System Agency Crant Agreement, Contract #HHS001190300001 Page 4 of 6 HHS Signature Document - Grentee v 3.0 Effective: October 2021 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 ATTACHMENT A — ATTACHMENT A — SUP1 ATTACHMENT B — ATTACHMENT C — ATTACHMENT D — ATTACHMENT E — ATTACHMENT F — ATTACHMENT G — ATTACHMENT H — ATTACHMENT I — ATTACHMENT .T — ATTACHMENT K— STATEMENT OF WORK SUPPLEMENTAL GRANTEE INFORMATION BUDGET CONTRACT AFFIRMATIONS UNIFORM TERMS AND CONDITIONS—GRANT/UT UT SYSTEM SUPPLEMENTAL CONDITIONS ADDITIONAL PROVISIONS DATA USE AGREEMENT FEDERAL ASSURANCES CERTIFICATION REGARDING LOBBYING FFATA CERTIFICATION FORM INDIRECT COST RATE LETTER ATTACHMENT F WILL NOT APPLY TO GRANTEE TO THE EXTENT GRANTEE IS NOT PROVIDING CLINICAL OR DIRECT CLIENT SERVICES. XI. SIGNATURE 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. Any services or work performed by Grantee before this Grant Agreement is effective or after it ceases to be effective are performed at the sole risk of Grantee. SIGNATURE PAGE FOLLOWS System Agency Grant Agreement, Contract #HHS001190300001 Page 5 of 6 HNS Signamre Document - Grantee v 3.0 Etfective: October 2021 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 SIGNATURE PAGE FOR SYSTEM AGENCY GRANT AGREEMENT, CoNT[�cT No. HHS001190300001 SYSTEM AGENCY CDocuSigned by: o1y•��,J�,a �aiin.t,S 147CCA4134D94+R Signature THE UNIVERSITY OF TEXAS AT AUSTIN �DocuSigned by: �� A110DOACEF174D4 Signature Sonja Gaines SG Date of Signature: August 8, 2022 Elena Mota Assistant Director, OSP Date of Signature: August 8, 2022 System Agency Grant Agreement, Contract #HHS001190300001 Page 6 of 6 HHS Signature Document - Grantee v 3.0 Effective: October 2021 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C436 ATTACHMENT A STATEMENT OF WORK (SOW) I. PURPOSE The Grantee, in an administrative capacity, shall develop, implement, manage, and evaluate the Innovative Healing Centered Projects (HCPs) to promote resiliency, social and community connectedness, and healing for individuals at risk for substance misuse. HCPs shall include direct services in the form of non-clinical resources and support services that may include but are not limited to community behavioral health worker model programs, community or school- based wellness centers, innovative peer services, mindfulness and yoga-based programs, peer and cross-age mentorship programs, and peer he(per/leadership programs. The HCPs will provide these direct services to individuals who have experienced Adverse Childhood Experiences (ACEs), multigenerational trauma, and/or have emergent behavioral health needs that have been exacerbated due to COVID-19 among the contract's Population of Focus as defined below. HCPs will focus on the early identification of ACEs, developing two-way referral pathways to appropriate resources, services, and supports to individuals who need both clinical and non-clinical support and serving as a source of non-clinical supports to individuals with ACEs who are referred from the community. II. GOALS A. Support the implementation of at least fifteen ( I S) HCPs that increase resilience, social and community connectedness, and healing among the contract's Population of Focus as defined below. B. Over the duration of the contract, HCPs will provide non-clinical supportive services to at least 8,000 individuals at risk for substance misuse who have experienced ACEs, multigenerational trauma, and/or have emergent behavioral health needs that have been exacerbated due to COVID-19. The number of individuals to serve per fiscal year are documented in Section X., Performance Measures. C. Over the duration of the contract, the HCP will screen at least 12,000 individuals who are at-risk for presenting problems related to ACEs, multigenerational trauma, and/or have emergent behavioral health needs that have been exacerbated due to COVID-19. The number of individuals to serve per fiscal year are documented in Section X., Performance Measures. D. The HCPs will develop two-way referral pathways to appropriate resources, services, and supports to individuals who need both clinical and non-clinical support. III. POPULATION OF FOCUS This contract's Population of Focus is residents of Texas, youth (ages 6-17), young adults (ages 18-25), parents/caregivers, and members of their support system from underserved and historically marginalized communities. The Substance Abuse and Mental Health Services Administration (SAMHSA) defines underserved and historically marginalized communities as: pregnant women and women with DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 dependent children; persons experiencing homelessness; persons involved in the justice system; persons involved in the child welfare system; Black, Indigenous, and People of Color (BIPOC); Lesbian, Gay, Bisexual, Transgender, Queer and/or Questioning (LGBTQ+) individuals; rural populations; and other underserved groups. IV. SERVICE AREA Grantee shall serve all counties in the HHS region, documented at the following link https: hhs.texas.�ov/sites default tiles. dc>cuments about-hhs/hhs-regional-map.pdf V. GRANTEE ADMINISTRATIVE RESPONSIBILITIES A. Grantee's administrative responsibilities are documented, as follows: 1. Host a virtual kickoff ineeting within 30 days of contract execution that includes representatives from System Agency, Grantee, and other stakeholders as determined by the System Agency and Grantee. During the kickoff ineeting, System Agency representatives will be introduced to the Grantee representatives who will be carrying out the contract deliverables, discuss roles and responsibilities, and begin developing the implementation plan. 2. Grantee shall develop an implementation plan for the project and submit it to the System-Agency for approval within 60 days of contract execution. At a minimum the implementation plan should include: a. Description of need or problem; b. Description of how the project aims to meet the purpose and/or goals of the contract; c. Selection plan for subcontractors; d. Target populations; e. Proposed number of people served; f. Project outcomes and goals; g. Plan for development of data collection and evaluation plan; h. CMBHS documentation; i. Sub-contractor quality management; j. Invoicing; k. Strategies for sustainability; and 1. Project implementation timeline. 3. Grantee will determine whether any of the project activities require Institutional Review Board (IRB) approval. This includes activities that meet the definition of research or include intervention with human subjects. a. If IRB approval is needed, the Grantee will submit the project to their IRB prior to implementation of subcontracts with HCPs and provide System Agency with the documentation of determination within 30 days of receipt of documentation of determination. 4. Grantee will designate a minimum of one staff inember as a data collection and evaluation representative. The data collection and evaluation staff person will: a. Work with System-Agency staff to ensure there is proper data collection from the sub-contractors. A data collection and evaluation plan will be submitted to the System Agency within 90 days of contract execution. 2 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C43B b. Specific guidance on developing a data collection and evaluation plan can be found at htt� ' �_ SC '. At a minimum, the data collection and evaluation plan should include: i. Data security plan, dependent on IRB decision; ii. Project description including a logic model; iii. Evaluation focus; iv. Evaluation methods; v. Analysis and interpretation plan; and vi. Data use, dissemination, and sharing plan. c. Determine program outcome measures in the form of a program outcome menu in collaboration with the System Agency. The program outcome menu will need to be submitted to the System Agency within 60 days of contract execution. System Agency shall review and provide written notification of the approval of the program outcomes. At a minimum, the program outcome menu should link proposed strategies to outcomes similar to the following: i. Increase Resilience; ii. Increase Social and Community Connectedness; iii. Improve Life Satisfaction; iv. Increase ability to cope with adversity; v. Decrease feelings of anxiety, depression, stress, and/or loneliness; vi. Decrease poor mental health days; and, vii. Decrease substance use or intent of substance use. d. Develop, submit, and implement strategies related to Problem Identification and Referral procedures for screening individuals presenting indicators related to ACEs, multigenerational trauma, and/or have emergent behavioral health needs such as mental health/substance use challenges. More information on the Service Requirements related to Problem Identification and Referral can be found in Section VI. Grantee shall develop, submit, and implement mid-year, annual, and summative evaluation reports (process and outcome). The evaluation reports shall be submitted to System Agency, on a System Agency approved template, in accordance with deadlines in Section IX, Reporting and Submission Requirements. a. At a minimum, the mid-year evaluation report shall include the following: i. Number of individuals receiving non-clinical support services along with demographic information; ii. Number of individuals receiving Information and Referral services along with demographic information and referral service categories; iii. Progress towards achieving project goals; and, iv. An overview of challenges and TA needs. b. At a minimum, the annual evaluation report shall include the following: i. Summary of prior submitted mid-year and annual reports; ii. Sustainability plan; and iii. Recommendations for fi�ture implementation strategies. c. At a minimum, the summative evaluation report shall include the following: i. Summary of prior submitted quarterly and annual reports; ii. Key findings; 3 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 iii. Research, policy, and community implications; iv. Update on sustainability-related activities and challenges; and v. Recommendations for future implementation strategies. 6. Grantee will designate a minimum of one representative to attend meetings and calls as requested by the System Agency. This will include, at a minimum, monthly planning meetings with System Agency staff and Grantee to review quarterly deliverable report and discuss any Technical Assistance (TA) needed with implementation of the HCPs. Grantee shall submit documentation of ineeting attendance to System Agency. 7. Grantee shall ensure all sub-contractor agreements are in writing, managed, monitored, and include the following: a. Name and address of all parties; b. Detailed description of services to be provided; c. Measurable method and rate of payment and total amount of the subcontract; d. Clearly defined and executable termination clause; e. Beginning and ending dates that coincide with the dates of this Contract; f. A copy of the HHSC Uniform Terms and Conditions, Supplemental Conditions, and any other provision incorporated into the System Agency pass-thru contract with Grantee. g. A provision regarding forwarding client complaints to the Grantee. 8. Grantee shall submit the executed sub-contractor's written agreements to System Agency no later than 30 business days following the execution of the agreements. 9. Grantee is responsible for the performance of all sub-contractors. 10. Grantee must ensure sub-contractors are able to access training and technical assistance (TTA) necessary for service delivery. Grantee will coordinate with System Agency and Texas Prevention Training Vendor (texaspreventiontraining.org) for the provision of TTA. Upon System Agency request, Grantee shall provide documentation for the completion of these trainings for all sub-contractor employees, volunteers, and/or interns. 11. Grantee shall ensure subcontracted providers do not deny access to services based on age, race, religion, gender, sexual orientation, mental health, substance use, disability (including chronic illness and medical conditions), pregnancy or HIV, or the inability to pay for services. 12. Grantee shall provide Quality Management (QM) and oversight for the HCP sub- contracted providers. Grantee's Sub-Contracting QM responsibilities are as follows: a. Develop policies and procedures on QM duties that meet the requirements of providing oversight and monitoring to all sub-contractors. At a minimum, the evaluation and QM policies and procedures shall address the following: i. How the Grantee determines which providers to schedule for monitoring reviews; ii. How to conduct a monitoring review; iii. How to document a monitoring review; iv. Reporting requirements of providers; v. Follow-up monitoring based on the provider's individual findings; vi. Liquidated damages or recoupment of funds used to bring providers into compliance. �ocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C43B 13. Participate in continuous quality improvement (CQI) activities as defined and scheduled by the System Agency including, but not limited to, data verification, performing self-reviews; submitting self-review results and supporting documentation for the desk reviews; and participating in the System Agency's onsite or desk reviews. 14. For sites underperforming or noncompliant as a result of monitoring, submit plan of improvement and supporting documentation, as requested by System Agency. 15. Participate in and actively pursue CQI activities that support performance and outcomes improvement. 16. Respond to consultation recommendations by System Agency which may include, but are not limited to, the following: a. Staff training; b. Self-monitoring activities guided by System Agency including use of QM tools to self-identify compliance issues; and c. Monitoring of performance reports in the System Agency electronic clinical management system. 17. Monitor all subcontractors' financial and programmatic performance and maintain pertinent records that must be made available for inspection by System Agency upon request. 18. Grantee shall develop a quarterly review schedule and ensure all providers are reviewed at least once per fiscal year. Grantee shall submit a quarterly report by the due date documented in Section IX. The report shall document the QM activities performed in the quarter being reported. At a minimum, the report shall include the following: a. Date of review; b. Name of sub-contracted provider; c. Unique Provider ldentifer for the review; d. Type of review; e. Name of staff that conducted review; f. List of findings; g. Number of monitoring reviews conducted; h. Types of monitoring reviews conducted; i. Summary evaluation of findings and Grantee plan of improvement; j. Number and nature of complaints received on providers; k. List of significant provider findings that must, at a minimum, include the following: i. Immediate risk to health or safety; ii. Client abuse, neglect, or exploitation; iii. Licensure revocation or suspension; iv. Fraud, waste or abuse reports; v. Report criminal activity of any provider's staff. 19. Grantee shall develop and utilize a QM monitoring tool that shall be completed to document all quality reviews. All completed Tools with plan of improvement documentation shall be stored, and made available to System Agency, upon request. VI. HCP SERVICE REQUIREMENTS A. The Grantee shall procure and establish written agreements to provide services at a minimum of fifteen (15) HCP locations, which shall provide promising, emerging, or DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B 2. evidence-based, non-clinical support to individuals at risk for substance misuse who have experienced ACEs, multigenerational trauma, and/or have emergent behavioral health needs that have been exacerbated due to COVID-19 among the contract's Population of Focus. The Grantee shall ensure the HCP providers, referenced as "sub-contractor", are able to meet the following service requirements: 1. Establish non-clinical support services that are promising, emerging, or evidence- based; align with outcomes as delineated in the program outcome menu; and are appropriate to and reach the Population of Focus. The non-clinical support services may include but are not limited to the following: a. Community behavioral health worker model programs; b. Community or school-based wellness centers; c. Innovative peer services; d. Mindfulness or yoga-based programs; e. Peer and cross-age mentorship programs; f. Peer helperlleadership programs; and g. Community or school-based wellness centers. Examples of strategies documented in Section VI (A) (1) include but are not limited to the following: a. b, c. Across Ages (https:Uwww.cebc4cw.or�/program/across-� ); Blues Program (https:Uwww.cebc4cw.or�/pro�ram/blues. m/); Coping Power Program (https://www.cebc4cw.or�/pro rain/cupingpower- � ); Fostering Healthy Futures (https://www.cebc4cw.org/pro�ram/fosterin� h utures-�lif/); Good Behavior Game (https://www.paxis.or�/pax-�ood-behavior- ag ��e�; Learning to Breathe (https://learnin�2breathe.or��; Learning Together ( //www.l tspro�rams.or : dev/programs/1615999999/learnin� er/ rii�t/), and other school-based social and emotional learning d. e. f. g• strategies; h. Groups 4 Health (' �tre.u�•c �;�>>ducts- - ion-for-1 �); i. MY FRIENDS Youth Resilience programs ( ��://friendsresilience.oi•�� 3. Maintain the following minimum staffing requirements: a. Hire an HCP Program Director at a minimum of 0.25 Full-Time Equivalent (FTE). Grantee may require sub-contractors to allocate additional time to the Program Director role, depending on the size and scope of the HCP program(s), to ensure proper oversight. b. Hire a minimum of 1.0 FTE who will conduct HCP program services for this sub- contract. 4. Implement the proposed strategies with fidelity to the program design as determined by the program developers. All staff who are implementing the strategies must complete program-specific trainings and maintain appropriate certifications as required by the program developers before delivery of services. The Texas Prevention Training �ocuSign Envelope ID: D4E69EF8-6589-4CBE-B1FD-E841D431C436 Vendor (texaspreventiontraining.org) is not responsible for providing program-specific certification trainings. Adhere to the following general staff training requirements: a. All HCP program staff, including HCP Program Directors, Prevention Specialists, and temporary employees, must complete the required general trainings as specified in this section. Grantee will coordinate with System Agency and Texas Prevention Training Vendor (TPT) for the provision of the required trainings listed below to sub-contractors. The required trainings are: i. Prevention Skills Training (PST) is a one-time requirement. This required training must be completed through the System Agency-funded training entity within six (6) months from the date of hire This training includes a minimum of three (3) hours in each of the following prevention-specific areas: 1. Cultural competency; 2. Risk and protective factors/building resiliency; 3. Child development and/or adolescent development, as appropriate; 4. Communication; and, 5. Prevention across the lifespan. ii. A minimum of 15 hours of continuing education units (CEUs), specifically related to prevention and/or job-related duties must be completed each fiscal year. Prevention Continuing Education hours may be obtained through TPT or the Annual Prevention Provider Meeting (APPM) with no registration cost. Although sub-grantees should budget for travel and lodging expenses associated with attending in-person trainings offered through TPT and APPM. CEUs may also be obtained through the Annual Texas HHSC Institute, or other entities approved by the Texas Certification Board (TCB) at a potential additional cost. Information on TCB-approved continuing education providers may be found on the Texas Cer :ion Board website. 1. Continuing education must include but is not limited to annual training on cultural competence; prevention-related ethics, and the six (6) Prevention Domains: a. Planning and Evaluation; b. Prevention Education and Service Delivery; c. Communication; d. Community Organization; e. Public Policy and Environmental Change; and f. Professional Growth and Responsibility. 2. Optional, but encouraged, continuing education may include obtaining certification as a Healing Centered Engagement Practitioner (https://flourisha�enda.conl/healin�-centered- en�a�ement-certitication/) and PAX Tools for Human Services (https: //www.paxis.org/pax-tools�. b. All HCP staff directly serving youth and families must also: i. Obtain Cardiopulmonary Resuscitation (CPR) and First Aid certifications within 60 days of employment for this Contract or have valid certifications upon hire. CPR/First Aid training may be in-person or online as long as it 7 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C43B is accredited through Red Cross, American Heart Association, or a similar accrediting body. Most accredited online CPR training opportunities will contain a hands-on testing component. ii. Mental Health First Aid (MHFA) Training for either youth or adults to build competence and encourage integration of inental health promotion strategies in their work. This training must be maintained or, if not already completed, obtained within six (6) months from the date of hire and may be coordinated through the System Agency-funded training entity, the region's Prevention Resource Center, or other qualifed sources. iii. Suicide Prevention Training and Understanding Traumatic Stress Responses within six (6) months from the date of hire and then at least each year to build competence and encourage integration of inental health promotion strategies in their work. This training may be coordinated through the System Agency-funded training entity, your region's Prevention Resource Center, or other qualifed sources. c. Volunteers and interns working more than 10 hours a week and/or providing direct service delivery must complete the Prevention Skills Training. Volunteers that are providing direct services must also complete program facilitation trainings to ensure they can adhere to the program's implementation fidelity as well as the CPR, MHFA, and Suicide Prevention Trainings within the specified timeframes above. 6. Secure and maintain Community Agreements (CAs) with local providers and resources to develop collaborative relationships in order to provide appropriate resources, services, and supports to individuals who need both clinical and non-clinical support to support their healing. CAs may include a Memorandum of Understanding (MOU), a Letter of Agreement (LOA), Memorandum of Agreement (MOA) or other agreement as approved by System Agency. Sub-contractors should maintain documentation of CAs for inspection by System Agency upon request. At a minimum, CAs should be established with: a. Local Mental Health Authority (LMHA) and/or Local Behavioral Health Authority (LBHA); b. Outreach, Screening, Assessment, and Referral (OSAR) in the local service area to access prevention, intervention, and/or treatment services. The System Agency funded OSAR's are located at the following link: https://hhs.texas.gov/services/mental-health-substance-use mental-healtll- substance-use-resources/outreach-screening-assessment-rcferral; and, c. Local Youth Recovery Centers and Recovery Support Service providers; d. Other local providers of resources, services, and supports for individuals who need both clinical and non-clinical support. 7. Implement Problem Identification and Referral services in accordance with the procedures developed by the Grantee. At a minimum, these services should aim to accomplish the following: a. Over the life of the contract, use appropriate screening or methods to identify at least 12,000 individuals who are at-risk for presenting problems related to ACEs, multigenerational trauma, and/or have emergent behavioral health needs that have been exacerbated due to COVID-19. f: )ocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C43B b. These services are not aimed to determine if a person is in the need of clinical substance use treatment, instead the screenings shall determine if the presenting challenges can be addressed through providing information, education, and/or non- clinical support services. c. Individuals who may need outside non-clinical or clinical services should be referred to local providers and resources by making a warm handoff whenever possible. When a warm handoff is not possible, sub-contractors should follow up with the individual receiving a referral within one week via the individuals preferred method of contact. d. When a referral is made to a local provider, it is not an expectation of the HCPs to provide ongoing case management. 8. Obtain consent from participants and their parents/legal guardians in accordance with applicable laws. This includes obtaining consent for any HCP services as well as any activities that occur off-site or involve participant travel. Sub-contractors will document consent using a form or process as approved by the Grantee. Sub-contractors will maintain all relevant consent documentation on file. 9. Post and/or make available, in English and Spanish, the System Agency-developed prevention Participant Rights document during the delivery of program services. Additional languages, appropriate to the population being served, may be requested, and will be developed by the System Agency for use by the sub-contractors. Postings must be conveyed in an appropriate manner to participants who have impairments of vision, hearing, or cognition. 10. Document how they are adhering to the National Standards for Culturally and Linguistically Appropriate Services in the Health and Health Care (The National CLAS Standards, 2013) for the proposed Population of Focus and demonstrate good-faith efforts to reach out to underserved populations. These include, but are not limited to people: a. of color; b. with low educational andlor socioeconomic status; c. with limited English proficiency; d. with disabilities; e. of Native American Tribes; f. holding military and veteran status and their families; g. who live in Colonias; and h. who identify as lesbian, gay, bisexual, and transgender and queer (and/or questioning) (LGBTQ). 11. Attend quarterly project check in/technical assistance calls with the Grantee and System Agency representatives. VII. SYSTEM AGENCY RESPONSIBILITIES AND ACKNOWLEDGEMENTS 1. Review and approve all deliverables outlined in Section IX within thirty (30) days of receipt. 0 DocuSign Envelope ID: D4E69EF8-6589-4CBE-BIFD-E841D431C436 2. Provide TA to support the development and delivery of services in alignment with the goals and intention of the funding. 3. Provide guidance on data collection methods and measures as they relate to projected outcomes. Grantee staff will lead the analysis and evaluation of data collected from the projects in collaboration with the System Agency. 4. Participate in planning meetings, at least monthly, with the Grantee. 5. Participate in quarterly TA meetings with Grantee and sub-contractors 6. Provide access to training and technical assistance though existing System Agency resources. VIII. CLINICAL MANAGEMENT FOR BEHAVIORAL HEALTH SERVICES (CMBHS) SYSTEM MINIMUM REQUIREMENTS A. Grantee Shall: 1. Designate a Security Administrator and a back-up Security Administrator. The Security Administrator is required to implement and maintain a system for management of user accountsluser roles to ensure that all the CMBHS user accounts are current. 2. Establish and maintain a security policy that ensures adequate system security and protection of confidential information. 3. Notify the CMBHS Helpdesk within ten (10) business days of any change to the designated Security Administrator or the back-up Security Administrator. 4. Ensure that access to CMBHS is restricted to only authorized users. Grantee shall, within 24 hours, remove access to users who are no longer authorized to have access to secure data. 5. In addition to CMBHS Helpdesk notifcation, Grantee shall submit a signed CMBHS Security Attestation Form and a list of Grantee's employees, contracted laborers and sub- contractor's authorized to have access to secure data. The CMBHS Security Attestation Form shall be submitted in accordance with Section IX. 6. Attend System Agency training on CMBHS documentation. IX. REPORTING AND SUBMISSION REQUIREMENTS A. Grantee shall ensure compliance to the following requirements: 1. Grantee shall submit the required deliverables for this agreement to System Agency by the applicable due date outlined in the deliverable table in item (C) below. The deliverable table documents the submission system Grantee is required to submit each deliverable. Grantee is required to maintain access to the G1obalScape EFT and CMBHS for the term of this agreement. 2. Grantee's duty to submit the deliverables will survive the termination or expiration of this Contract. 3. System Agency will monitor Grantee's performance of the requirements in this agreement and compliance with the Contract's terms and conditions through the required deliverables. 4. System Agency may request additional deliverables to support data request by the Federal funding partner, U.S Health and Human Services, Substance Abuse and Mental Health Services Administration. Grantee shall provide additional requested deliverables, as applicable. 5. Grantee is required to submit a monthly invoice in CMBHS, the invoice will serve as Grantee's request for reimbursement for the previous month's activities. 10 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C43B 6. Grantee is required to submit a quarterly Financial Status Report (FSR) in CMBHS, the FSR will report how the funding paid was utilized, per the cost reimbursement categories. 7. Grantee is required to submit Grantee's General Ledger as supportive documentation to support the data reported in the FSR's. 8. Each fiscal year, Grantee is required to complete a System Agency Close-out packet, and return the packet to System Agency by the deadline. 9. The required deliverables documented in this agreement, shall be submitted as follows: Item Na'me) able (Report Due Date SYbm�sion Institutional Review Within 30 days of receipt of Section V(A) (3) Board Submission (if documentation of determination Globalscape necessary) Within 60 days of contract execution Section V(A) (2) Implementation Plan GlobalScape Section V(A) (3) (a) Data Collection and Within 90 days of contract execution GlobalScape Evaluation Plan Section V(A) (3) (c) Program Outcome Within 60 days of contract execution GlobalScape Measures Menu Section V(A) (4) (a) Mid-year Evaluation March 31'h of each fiscal year GlobalScape Reports Section V(A) (4) (b) Annual Evaluation Provide Annual Reports each fiscal GlobalScape Reports year, due September 30'h, 2023 and September 30`h, 2024 Section V(4) (c) Summative Evaluation September 30'h, 2025 GlobalScape Report Section V(7) Subcontractor executed Within 30 business days following GlobalScape agreements execution of subcontractor agreements Section V(17) Subcontractor Quality Beginning in FY23, quarterly report as GlobalScape Management Report follows: Q l: December 3 l s' Q2: March 3 I S` Q3: June 30'h Q4: September 30th Section VIII (A) (5) CMBHS Security September 15`'' and March 15'h GlobalScape Attestation Form and list annually of authorized users Section IX Invoices in CMBHS All invoices must be submitted by CMBHS the l Sth of the month, request payment for previous month's expenditures. Section IX Financial Status Reports Quarterly report, as follows: CMBHS Q 1: December 31 S` Q2: March 3151 Q3: June 30`h Q4: September 30th m DocuSign Envelope ID: D4E69EF8-6589-4CBE-B1FD-E841D431C436 Deliverable (Report Submission Item Name) Due Date System Section IX General Ledger Quarterly report, as follows: Globalscape Q 1: December 3 l s' Q2: March 31 S` Q3: June 30'n Q4: September 30th Section IX Closeout documents Each Fiscal Year, complete closeout GlobalScape packet, return to HHSC by October 15`h. X. PERFORMANCE MEASURES A. At a minimum, Grantee shall ensure the following performance measures goals are met to ensure compliance to reaching the goals outlined in Section II of this agreement. The performance measures shall be reported in the evaluation report deliverable. Number of unduplicated participants receiving non-clinical 2000 support services Number of unduplicated participants receiving information 3000 and Referral services through screening for presenting problems Number of unduplicated participants receiving non-clinical 3000 support services Number of unduplicated participants receiving information 4500 and Refenal services through screening for presenting problems Number of unduplicated participants receiving non-clinical 3000 support services Number of unduplicated participants receiving information 4500 and Referral services through screening for presenting problems 667 1333 1000 2000 _ i— _ _i 1500 1500 2250 2250 I - --J--- —' . 1500 1500 2250 2250 -� -- 1 12 DocuSign Envelope ID: D4E69EF8-6589-4CBE-BIFD-E841D431C43B ATTACHMENT A- SUP1 STATEMENT OF WORK SUPPLEMENTAL A. CONTRACT INFORMATION Grantee ID: 37217217217 Grantee Name: The University of Texas at Austin Contract Type Prevention Payment Method: Cost Reimbursement Solicitation Type: Exempt; Government entity B. SERVICE AREA Services or activities will be provided to individuals from the following counties: Region 0: Statewide C. RENEWALS Renewals contingent on the availability of funding. D. CONTACT INFORMATION E. PERFORMANCE MEASURES 1. At a minimum, Grantee shall ensure the performance measures outlined in the table below are met to ensure compliance. The performance measures shall be reported in the evaluation report deliverable. System Agency Grant Agreement, Contract # HHS001190300001 Page 1 of 2 HHS Signature Dacument - Grantee v 3.0 Effective: October 2021 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 �._ . _�. _...... � _.._ ... ._ �.,_u__. Number of unduplicated participants receiving non-clinical support services Number of unduplicated participants receiving information and Referral services through screening for presenting problems � -- - �.. -- Number of unduplicated participants receiving non-clinical support services Number of unduplicated participants receiving information and Referral services through screening for presenting problems Number of unduplicated participants receiving non-clinical support services Number of unduplicated participants receiving information and Referral services through screening for presenting problems F. PERFORMANCE MEASURE METHODOLOGY 2000 667 3000 1000 3000 1500 4500 2250 3000 1500 4500 2250 1333 2000 1500 2250 1500 2250 i. Performance Measure estimates of the number of participants to be served were calculated using a formula based on the number of projects to be funded as follows: A. 200 unduplicated participants receiving non-clinical support services per project per fiscal year B. 300 unduplicated participants receiving information and referral services through screening for presenting problems per project per fiscal year 2. The first fiscal year of the contract, FY23, was projected at a lower rate to allow for the projects to ramp up service delivery. System Agency Grant Agreement, Contract # HHS001190300001 Page 2 of 2 HHS Signature Document - Grantee v 3.0 Effective: October 2021 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B ATTAC��'IENT B BUDGET A. This Contract is funded from the United States Health & Humans Services (HHS), Substance Abuse and Mental Health Services Administration (SAMSHA), Substance Abuse Prevention Treatment (SABG) Grant, Assistance Listing Number (ALN) 93.959. B. Compliance with the Code of Federal Regulation (CFR), 45 CFR Part 96, Subpart C, as applicable. C. Compliance with the following Grant requirements, located at System Agency's website, https://hhs.texas.�ov/doin�-business-hhs/�rants. 1. Electronic Code of Federal Regulations (2 CFR 200); 2. Federal Uniform Grant Guidance; 3. Grant Technical Assistance guide; and 4. Texas Grant Management Standards D. Access the Transactions List report in CMBHS to identify the amount of federal funds allocated to this award for each transaction. E. Invoices 1. Grantee will submit all invoices to the System Agency through the Clinical Management for Behavioral Health Services (CMBHS) system monthly. All invoices shall be submitted by the deadlines established in Attachment A, Reporting and Submission Requirements. 2. After the closure of each Fiscal Year documented in Section G, System Agency shall conduct contract close-out activities. Grantee shall ensure all invoices for each fiscal year (September-August) and submitted in CMBHS by October 15th. Invoices submitted after October 15`h may be denied. F. Any unexpended balance associated with any other System Agency-funded contract may not be applied to this Contract. G. Funding 1. System Agency Share total reimbursements per iiscal year and Grantee-provided match requirements are further speciiied in Article V, Budget, of the Contract. 2. Total Contract Amounts will not exceed $16,250,000.00 for the period from Julv 1 2022 throu�h August 31, 2025, as follows: a. Fiscal Year 2022, July 1, 2022 through August 31, 2022: $ 46,222.00 b. Fiscal Year 2023, September 1, 2022 through August 31, 2023: $5,401,259.00 c. Fiscal Year 2024, September 1, 2023 through August 31, 2024: $5,401,259.00 d. Fiscal Year 2025, September l, 2024 through August 31, 2025: $5,401,259.00 System Agency Contract No. HHS001 190300001 Page 1 of 4 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B H. Cost Reimbursement Budget l. The Cost Reimbursement budget documents all approved and allowable expenditures; Grantee shall only utilize the funding detailed in Attachment B for approved and allowable costs. If Grantee requests to utilize funds for an expense not documented on the approved budget, Grantee shall notify, in writing, the System Agency assigned contract manager and request approval prior to utilizing the funds. System Agency shall provide written notification regarding if the requested expense is approved. 2. If needed, Grantee may revise the System Agency approved Cost Reimbursement budget. The requirements are as follows: a. Grantee is allowed to transfer funds from the budgeted direct categories only; with the exception of the Equipment Category. Grantee may transfer up to ten (10) percent of the Fiscal Year Contract value without System Agency approval. Budget revisions exceeding the ten percent requirement require System Agency's written approval. b. Grantee may request revisions to the approved Cost Reimbursement budgeted direct categories that exceed the ten (10) percent requirement stated in (H)(2)(a), by submitting a written request to the Assigned contract manager. This change is considered a minor administrative change and does not require an amendment. The System Agency shall provide written notification if the budget revision is approved; and the assigned Contract Manager will update CMBHS, as needed. c. Grantee may revise the Cost Reimbursement budget `Equipment' and/or `Indirect Cost' Categories, however a formal Amendment is required. Grantee shall submit to the assigned contract manager a written request to revise the budget, which includes a justifcation for the revisions. The assigned Contract Manager shall provide written notification stating if the requested revision is approved. If the revision is approved, the budget revision is not authorized, and funds cannot be utilized until the Amendment is executed and signed by both parties. 3. The budgeted indirect cost amount is provisional and subject to change. The System Agency reserves the right to negotiate Grantee's indirect cost amount, which may require Grantee to provide additional supporting documentation to the assigned contract manager. The Categorical Budget is on the following page System Agency Contract No. HHSOO l 190300001 Page 2 of 4 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C436 Categorical Budget FY2022 PERSONNEL $34,738.00 FRINGE BENEFITS $10,734.00 TRAVEL $0.00 EQUIPMENT $0.00 SUPPLIES $600.00 CONTRACTUAL $0.00 OTHER $150.00 TOTAL DIRECT CHARGES $46,222.00 INDIRECT CHARGES $0.00 TOTAL CONTRACT AMOUNT $46,222.00 SYSTEM AGENCY SHARE $46,222.00 MATCH $0.00 System Agency Contract No. HHS001190300001 Page 3 of 4 DocuSign Envelope ID: D4E69EF8-6589-4CBE-B1FD-E841D431C436 FY2023 PERSONNEL $296,237.00 FRINGE BENEFITS $93,018.00 TRAVEL $27,134.00 EQUIPMENT $0.00 SUPPLIES $14,810.00 CONTRACTUAL $4,959,239.00 OTHER $10,821.00 TOTAL DIRECT CHARGES $5,401,259.00 INDIRECT CHARGES $0.00 TOTAL CONTRACT AMOLJNT $5,401,259.00 SYSTEM AGENCY SHARE $5,401,259.00 MATCH $0.00 System Agency Contract No. HHS001 190300001 Page 4 of 4 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 HEALTH AND HUMAN SERVICES Contract Number HHS001190300001 Attachment C CONTRACT AFFIRMATIONS For purposes of these Contract Affirmations, HHS includes both the Health and Human Services Commission (HHSC) and the Department of State Health Services (DSHS). System Agency refers to HHSC, DSHS, or both, that will be a party to this Contract. These Contract Affirmations apply to all Contractors and Grantees (referred to as "Contractor") regardless of their business form (e.g., individual, partnership, corporation). By entering into this Contract, Contractor affirms, without exception, understands, and agrees to comply with the following items through the life of the Contract: 1. Contractor represents and warrants that these Contract Affirmations apply to Contractor and all of Contractor's principals, officers, directors, shareholders, partners, owners, agents, employees, subcontractors, independent contractors, and any other representatives who may provide services under, who have a financial interest in, or otherwise are interested in this Contract and any related Solicitation. 2. Complete and Accurate Information Contractor represents and warrants that all statements and information provided to HHS are current, complete, and accurate. This includes all statements and information in this Contract and any related Solicitation Response. 3. Public Information Act Contractor understands that HHS will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas. Information, documentation, and other material prepared and submitted in connection with this Contract or any related Solicitation may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code, Contractor is required to make any information created or exchanged with the State pursuant to the Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. 4. Contracting Information Requirements Contractor represents and warrants that it will comply with the requirements of Section 552.372(a) of the Texas Government Code. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J(Additional Provisions Related to Contracting Information), Chapter 552 of the Government Code, may apply to the Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Health and Human Services Contract Affirmations v. 2.2 Effective May 2022 Page l of l3 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C43B 5. Assignment A. Contractor shall not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from System Agency. Any attempted assignment in violation of this provision is void and without effect. B. Contractor understands and agrees the System Agency may in one or more transactions assign, pledge, or transfer the Contract. Upon receipt of System Agency's notice of assignment, pledge, or transfer, Contractor shall cooperate with System Agency in giving effect to such assignment, pledge, or transfer, at no cost to System Agency or to the recipient entity. 6. Terms and Conditions Contractor accepts the Solicitation terms and conditions unless specifically noted by exceptions advanced in the form and manner directed in the Solicitation, if any, under which this Contract was awarded. Contractor agrees that all exceptions to the Solicitation, as well as terms and conditions advanced by Contractor that differ in any manner from HHS' terms and conditions, if any, are rejected unless expressly accepted by System Agency in writing. 7. HHS Right to Use Contractor agrees that HHS has the right to use, produce, and distribute copies of and to disclose to HHS employees, agents, and contractors and other governmental entities all or part of this Contract or any related Solicitation Response as HHS deems necessary to complete the procurement process or comply with state or federal laws. 8. Release from Liability Contractor generally releases from liability and waives all claims against any party providing information about the Contractor at the request of System Agency. 9. Dealings with Public Servants Contractor has not given, has not offered to give, and does not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with this Contract or any related Solicitation, or related Solicitation Response. 10. Financial Participation Prohibited Under Section 2155.004, Texas Government Code (relating to financial participation in preparing solicitations), Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 11. Prior Disaster Relief Contract Violation Under Sections 2155.006 and 2261.053 of the Texas Government Code (relating to convictions and penalties regarding Hurricane Rita, Hurricane Katrina, and other disasters), the Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract Health and Human Services Contract Affirmations v. 2.2 Effective May 2022 Page 2 of 13 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C436 and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 12. Child Support Obligation Under Section 231.006(d) of the Texas Family Code regarding child support, Contractor certifes that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive the specified payment and acknowledges that the Contract may be terminated and payment may be withheld if this certification is inaccurate. If the certification is shown to be false, Contractor may be liable for additional costs and damages set out in 23 I.006(�. 13. Suspension and Debarment Contractor certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management (SAN� maintained by the General Services Administration. This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689, Debarment and Suspension, 2 C.F.R. Part 376, and any relevant regulations promulgated by the Department or Agency funding this project. This provision shall be included in its entirety in Contractor's subcontracts, if any, if payment in whole or in part is from federal funds. 14. Excluded Parties Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, " published by the United States Department of the Treasury, Offce of Foreign Assets Control.' 15. Foreign Terrorist Organizations Contractor represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code. 16. Executive Head of a State Agency In accordance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, Contractor certifies that it is not (1) the executive head of an HHS agency, (2) a person who at any time during the four years before the date of this Contract was the executive head of an HHS agency, or (3) a person who employs a current or former executive head of an HHS agency. 17. Human Trafficking Prohibition Under Section 2155.0061 of the Texas Government Code, Contractor certifes that the individual or business entity named in this Contract is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. Health and Human Services Contract Aftirmations v. 2.2 Effective May 2022 Page 3 of 13 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 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 verifcation 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. 2.2 Effective May 2022 Page 4 of 13 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 26. Restricted Employment for Certain State Personnel Contractor acknowledges that, pursuant to Section 572.069 of the Texas Government Code, a former state officer or employee of a state agency who during the period of state service or employment participated on behalf of a state agency in a procurement or contract negotiation involving Contractor may not accept employment from Contractor before the second anniversary of the date the Contract is signed or the procurement is terminated or withdrawn. 27. No Conflicts of Interest A. Contractor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to System Agency under this Contract or any related Solicitation and that Contractor's provision of the requested goods and/or services under this Contract and any related Solicitation will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety. B. Contractor agrees that, if after execution of the Contract, Contractor discovers or is made aware of a Conflict of Interest, Contractor will immediately and fully disclose such interest in writing to System Agency. In addition, Contractor will promptly and fully disclose any relationship that might be perceived or represented as a conflict after its discovery by Contractor or by System Agency as a potential conflict. System Agency reserves the right to make a final determination regarding the existence of Conflicts of Interest, and Contractor agrees to abide by System Agency's decision. 28. Fraud, Waste, and Abuse Contractor understands that HHS does not tolerate any type of fraud, waste, or abuse. Violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. Pursuant to Texas Government Code, Section 321.022, if the administrative head of a department or entity that is subject to audit by the state auditor has reasonable cause to believe that money received from the state by the department or entity or by a client or contractor of the department or entity may have been lost, misappropriated, or misused, or that other fraudulent or unlawful conduct has occurred in relation to the operation of the department or entity, the administrative head shall report the reason and basis for the belief to the Texas State Auditor's Office (SAO). All employees or contractors who have reasonable cause to believe that fraud, waste, or abuse has occurred (including misconduct by any HHS employee, Grantee offcer, agent, employee, or subcontractor that would constitute fraud, waste, or abuse) are required to immediately report the questioned activity to the Health and Human Services Commission's Office of Inspector General. Contractor agrees to comply with all applicable laws, rules, regulations, and System Agency policies regarding fraud, waste, and abuse including, but not limited to, HHS Circular C-027. A report to the SAO must be made through one of the following avenues: • SAO Toll Free Hotline: 1-800-TX-AUDIT • SAO website: http:��sao.fraud.state.tx.us' All reports made to the OIG must be made through one of the following avenues: Health and Human Services Contract Affirrnations v. 2.2 Effective May 2022 Page 5 of 13 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: InternalAffairsReferral@hhsc.state.tx.us • OIG Hotline Email: OIGFraudHotline@hhsc.state.tx.us. • OIG Mailing Address: Office of Inspector General Attn: Fraud Hotline MC 1300 P.O. Box 85200 Austin, Texas 78708-5200 29. Antitrust The undersigned affirms under penalty of perjury of the laws of the State of Texas that: A. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; B. in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any federal antitrust law; and C. neither I nor any representative of the Contractor has directly or indirectly communicated any of the contents of this Contract and any related Solicitation Response to a competitor of the Contractor or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Contractor. 30. Legal and Regulatory Actions Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding, investigation, or other action pending or threatened against Contractor or any of the individuals or entities included in numbered paragraph 1 of these Contract Affirmations within the fve (5) calendar years immediately preceding execution of this Contract or the submission of any related Solicitation Response that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. If Contractor is unable to make the preceding representation and warranty, then Contractor instead represents and warrants that it has provided to System Agency a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency's consideration of entering into this Contract. In addition, Contractor acknowledges this is a continuing disclosure requirement. Contractor represents and warrants that Contractor shall notify System Agency in writing within five (5) business days of any changes to the representations or warranties in this clause and understands that failure to so timely update System Agency shall constitute breach of contract and may result in immediate contract termination. Health and Human Services Contract Affirrnations v. 2.2 Effective May 2022 Page 6 of 13 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-B1FD-E841D431C436 31. No Felony Criminal Convictions Contractor represents that neither Contractor nor any of its employees, agents, or representatives, including any subcontractors and employees, agents, or representative of such subcontractors, have been convicted of a felony criminal offense or that if such a conviction has occurred Contractor has fully advised System Agency in writing of the facts and circumstances surrounding the convictions. 32. Unfair Business Practices Contractor represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17 of the Texas Business and Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that Contractor has not been found to be liable for such practices in such proceedings. Contractor certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit and that such officers have not been found to be liable for such practices in such proceedings. 33. Entities that Boycott Israel Contractor represents and warrants that (1) it does not, and shall not for the duration of the Contract, boycott Israel or (2) the verification required by Section 2271.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 34. E-Verify Contractor certifies that for contracts for services, Contractor shall utilize the U.S. Department of Homeland Security's E-Verify system during the term of this Contract to determine the eligibility of: 1. all persons employed by Contractor to perform duties within Texas; and 2. all persons, including subcontractors, assigned by Contractor to perform work pursuant to this Contract within the United States of America. 35. Former Agency Employees — Certain Contracts If this Contract is an employment contract, a professional services contract under Chapter 2254 of the Texas Government Code, or a consulting services contract under Chapter 2254 of the Texas Government Code, in accordance with Section 2252.901 of the Texas Government Code, Contractor represents and warrants that neither Contractor nor any of Contractor's employees including, but not limited to, those authorized to provide services under the Contract, were former employees of an HHS Agency during the twelve (12) month period immediately prior to the date of the execution of the Contract. Health and Human Services Contract Affirtnations v. 2.2 Effective May 2022 Page 7 of 13 DocuSign Envelope ID: D4E69EF8-6589-4CBE-B1 FD-E841 D431 C43B 36. Disclosure of Prior State Employment — Consulting Services If this Contract is for consulting services, A. In accordance with Section 2254.033 of the Texas Government Code, a Contractor providing consulting services who has been employed by, or employs an individual who has been employed by, System Agency or another State of Texas agency at any time during the two years preceding the submission of Contractor's offer to provide services must disclose the following information in its offer to provide services. Contractor hereby certifies that this information was provided and remains true, correct, and complete: 1. Name of individual(s) (Contractor or employee(s)); 2. Status; 3. The nature of the previous employment with HHSC or the other State of Texas agency; 4. The date the employment was terminated and the reason for the termination; and 5. The annual rate of compensation for the employment at the time of its termination. B. If no information was provided in response to Section A above, Contractor certifies that neither Contractor nor any individual employed by Contractor was employed by System Agency or any other State of Texas agency at any time during the two years preceding the submission of Contractor's offer to provide services. 37. Abortion Funding Limitation Contractor understands, acknowledges, and agrees that, pursuant to Article IX of the General Appropriations Act (the Act), to the extent allowed by federal and state law, money appropriated by the Texas Legislature may not be distributed to any individual or entity that, during the period for which funds are appropriated under the Act: 1. performs an abortion procedure that is not reimbursable under the state's Medicaid program; 2. is commonly owned, managed, or controlled by an entity that performs an abortion procedure that is not reimbursable under the state's Medicaid program; or 3. is a franchise or affiliate of an entity that performs an abortion procedure that is not reimbursable under the state's Medicaid program. The provision does not apply to a hospital licensed under Chapter 241, Health and Safety Code, or an office exempt under Section 245.004(2), Health and Safety Code. Contractor represents and warrants that it is not ineligible, nor will it be ineligible during the term of this Contract, to receive appropriated funding pursuant to Article IX. 38. Funding Eligibility Contractor understands, acknowledges, and agrees that, pursuant to Chapter 2272 (eff. Sept. 1, 2021, Ch. 2273) of the Texas Government Code, except as exempted under that Chapter, HHSC cannot contract with an abortion provider or an affiliate of an abortion provider. Contractor certifies that it is not ineligible to contract with HHSC under the terms of Chapter 2272 (ef£ Sept. 1, 2021, Ch. 2273) of the Texas Government Code. Health and Human Services Contract Affirmations v. 2.2 Effective May 2022 Page 8 of 13 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 39. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment (2 CFR 200.216) Contractor certifies that the individual or business entity named in this Response or Contract is not ineligible to receive the specified Contract or funding pursuant to 2 CFR 200.216. 40. COVID-19 Vaccine Passports Pursuant to Texas Health and Safety Code, Section 161.0085(c), Contractor certifies that it does not require its customers to provide any documentation certifying the customer's COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from the Contractor's business. Contractor acknowledges that such a vaccine or recovery requirement would make Contractor ineligible for a state-funded contract. 41. Entities that Boycott Energy Companies In accordance with Senate Bill 13, Acts 2021, 87th Leg., R.S., pursuant to Section 2274.002 of the Texas Government Code (relating to prohibition on contracts with companies boycotting certain energy companies), Contractor represents and warrants that: (1) it does not, and will not for the duration of the Contract, boycott energy companies or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 42. Entities that Discriminate Against Firearm and Ammunition Industries In accordance with Senate Bill 19, Acts 2021, 87th Leg., R.S., pursuant to Section 2274.002 of the Texas Government Code (relating to prohibition on contracts with companies that discriminate against firearm and ammunition industries), Contractor verifies that: (1) it does not, and will not for the duration of the Contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency. 43. Security Controls for State Agency Data In accordance with Senate Bi11475, Acts 2021, 87th Leg., R.S., pursuant to Texas Government Code, Section 2054.138, Contractor understands, acknowledges, and agrees that if, pursuant to this Contract, Contractor is or will be authorized to access, transmit, use, or store data for System Agency, Contractor is required to meet the security controls the System Agency determines are proportionate with System Agency's risk under the Contract based on the sensitivity of System Agency's data and that Contractor must periodically provide to System Agency evidence that Contractor meets the security controls required under the Contract. Health and Human Services Contract Affirtnations v. 2.2 Effective May 2022 Page 9 of l3 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 44. Cloud Computing State Risk and Authorization Management Program (TX-RAMP) In accordance with Senate Bi11475, 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 certifes 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 Bi11799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 2254.008(a)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience. 47. Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (relating to prohibition on contracts with certain foreign-owned companies in connection with critical infrastructure) is applicable to this Contract, pursuant to Government Code Section 2274.0102, Contractor certifies that neither it nor its parent company, nor any affiliate of Contractor or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or (2) headquartered in any of those countries. 48. Critical Infrastructure Subcontracts For purposes of this Paragraph, the designated countries are China, Iran, North Korea, Russia, and any countries lawfully designated by the Governor as a threat to critical infrastructure. Pursuant to Section 113.002 of the Business and Commerce Code, Contractor shall not enter into a subcontract that will provide direct or remote access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business and Commerce Code, in this state, other than access specifically allowed for product warranty and support purposes to any subcontractor unless (i) neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or its parent company, is majority owned or controlled by citizens or governmental entities of a designated country; and (ii) neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or its parent company, is headquartered in a designated country. Contractor will notify the System Agency before entering into any subcontract that will provide direct or remote Health and Human Services Contract Affirmations v. 2.2 Effective May 2022 Page 10 of 13 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business & Commerce Code, in this state. 49. Enforcement of Certain Federal Firearms Laws Prohibited In accordance with House Bill 957, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 2.101 is applicable to Contractor, Contractor certifies that it is not ineligible to receive state grant funds pursuant to Texas Government Code, Section 2.103. 50. Prohibition on Abortions Contractor understands, acknowledges, and agrees that, pursuant to Article II of the General Appropriations Act, (1) no funds shall be used to pay the direct or indirect costs (including marketing, overhead, rent, phones, and utilities) of abortion procedures provided by contractors of HHSC; and (2) no funds appropriated for Medicaid Family Planning, Healthy Texas Women Program, or the Family Planning Program shall be distributed to individuals or entities that perform elective abortion procedures or that contract with or provide funds to individuals or entities for the performance of elective abortion procedures. Contractor represents and warrants that it is not ineligible, nor will it be ineligible during the term of this Contract, to receive appropriated funding pursuant to Article II. 51. False Representation Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract. 52. False Statements Contractor represents and warrants that all statements and information prepared and submitted by Contractor in this Contract and any related Solicitation Response are current, complete, true, and accurate. Contractor acknowledges any false statement or material misrepresentation made by Contractor during the performance of this Contract or any related Solicitation is a material breach of contract and may void this Contract. Further, Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certifcation made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract. 53. Permits and License Contractor represents and warrants that it will comply with all applicable laws and maintain all permits and licenses required by applicable city, county, state, and federal rules, regulations, statutes, codes, and other laws that pertain to this Contract. 54. Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities. Health and Human Services Contract Affirmations v. 2.2 Effective May 2022 Page 1 1 of 13 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B 55. 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). 56. Signature Authority Contractor represents and warrants that the individual signing this Contract Affirmations document is authorized to sign on behalf of Contractor and to bind the Contractor. Signature Page Follows Health and Human Services Contract Affirmations v. 2.2 Effective May 2022 Page l2 of 13 )ocuSign Envelope ID: D4E69EF8-6589-4CBE-B1 FD-E841 D431 C43B Authorized representative on behalf of Contractor must complete and sign the following: The University of Texas at Austin Legal Name of Contractor 0 Assumed Business Name of Contractor, if applicable (d/b/a or `doing business as') Texas County(s) for Assumed Business Name (d/b/a or `doing business as') Attach Assumed Name Certificate(s) filed with the Texas Secretary of State and Assumed Name Certificate(s), if any, for each Texas County Where Assumed Name Certificate(s) has been filed. CDocuSigned by: �� A179DOACEF174D4. Signature of Authorized Representative Elena Mota Printed Name of Authorized Representative First, Middle Name or Initial, and Last Name 3295 west Braker �ane, Suite 3.340 Physical Street Address Mailing Address, if different (512)471-6424 Phone Number osp@austin.utexas.edu Email Address 746000203 Federal Employer ldentification Number 74-6000203 Texas Franchise Tax Number V6AFQPN18437 SAM.gov Unique Entity Identifier (UEI) august 8, 2022 Date Signed Assistant oirector, o5P Title of Authorized Representative Austin, Tx 78759-5316 City, State, Zip Code City, State, Zip Code Fax Number 170230239 DUNS Number 37217217217 Texas Identification Number (TIN) 74-6000203 Texas Secretary of State Filing Number Health and Human Services Contract Affirmations v. 2.2 Effective May 2022 Page 13 of 13 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C436 Health and Human Services Health and Human Services (HHS) Uniform Terms and Conditions - Grant Version 3.2 Published and Effective — July 2022 Responsible Office: Chief Counsel �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B ABOUT THIS DOCUMENT In this document, Grantees (also referred to in this document as subrecipients or contractors) will find requirements and conditions applicable to grant funds administered and passed-through by both the Texas Health and Human Services Commission (HHSC) and the Department of State Health Services (DSHS). These requirements and conditions are incorporated into the Grant Agreement through acceptance by Grantee of any funding award by HHSC or DSHS. The terms and conditions in this document are in addition to all requirements listed in the RFA, if any, under which applications for this grant award are accepted, as well as all applicable federal and state laws and regulations. Applicable federal and state laws and regulations may include, but are not limited to: 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; requirements of the entity that awarded the funds to HHS; Chapter 783 of the Texas Government Code; Texas Comptroller of Public Accounts' agency rules (including Uniform Grant and Contract Standards set forth in Title 34, Part 1, Chapter 20, Subchapter E, Division 4 of the Texas Administrative Code); the Texas Grant Management Standards (TxGMS) developed by the Texas Comptroller of Public Accounts; and the Funding Announcement, Solicitation, or other instrumentldocumentation under which HHS was awarded funds. HHS, in its sole discretion, reserves the right to add requirements, terms, or conditions. HHS Uniform Terms and Conditions Grant v 3.2 Effective July 2022 Page 2 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 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 ................................................................................................ g 2.2 TAXES .................................................................................................................... g 2.3 ANCILLARY AND TRAVEL EXPENSES ................................................................... 9 2.4 BILLING ................................................................................................................. 9 2.5 UsE oF FuNus ....................................................................................................... 9 2.G USE FOR MATCH PROHIBITED .............................................................................. 9 2.7 PROGRAM INCOME ............................................................................................... 9 Z.H NONSUPPLANTING .................................................................................................9 2.9 INDIRECT COST RATES ....................................................................................... 1 O ARTICLE III. STATE AND FEDERAL FUNDING ..................................................... 10 3.1 EXCESS OBLIGATIONS PROHIBITED ................................................................... 10 3.2 NO DEBT AGAINST THE STATE ........................................................................... 1 O 3.3 DEBTS AND DEL[NQUENCIES .............................................................................. 1 O 3.4 REFUNDS AND OVERPAYMENTS ......................................................................... 1 O ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS .................. 11 4.1 ALLOWABLE COSTS ............................................................................................ 1 1 4.2 AUDITS AND FINANCIAL STATEMENTS ............................................................... 1 1 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS .................................... 12 ARTICLE V. WARRANTY, AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS........................................................................................................... 12 S.1 WARRANTY ......................................................................................................... 12 5.2 GENERAL AFFIRMATIONS ................................................................................... 13 S.3 FEDERAL ASSURANCES ....................................................................................... 13 5.4 FEDERAL CERTIFICATIONS ................................................................................ 13 S.S STATE ASSURANCES ............................................................................................ 13 HHS Uniform Terms and Conditions Grant v 3.2 Effective July 2022 Page 3 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C43B ARTICLE VI. INTELLECTUAL PROPERTY ............................................................. 13 C.1 OWNERSHIP OF WORK PRODUCT ....................................................................... 13 6.2 GRANTEE'S PRE-EXISTIVG WORKS ................................................................... 14 6.3 THIRD PARTY IP ................................................................................................. 14 G.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS ............................... 14 C.5 DELIVERY UPON TERMINATION OR EXPIRATION .............................................. 1 S 6.6 Su[tv�va� .. ............................................................................................................ 15 G.7 SYSTEM AGENCY DATA ...................................................................................... 1 S ARTICLE VII. PROPERTY ............................................................................................15 7.1 USE OF STATE PROPERTY ................................................................................... 1 S 7.2 DAMAGE TO STATE PROPERTY .......................................................................... 16 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT ....... 16 7.4 EQUIPMENT AND PROPERTY ............................................................................... 16 ARTICLE VIII. RECORD RETENTION, AUDIT, AND CONFIDENTIALITY..... 17 8.1 RECORD MAINTENANCE AND RETENTION ......................................................... 1% H.2 AGENCY'S RIGHT TO AUDIT ............................................................................... 17 8.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS ................... 1 g g.4 STATE AUDITOR'S RIGHT TO AUDIT .................................................................. 1g g.5 CONFIDENTIALITY .............................................................................................. 18 ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES......................................................................................................................19 9.1 REMEDIES ............................................................................................................ 19 9.2 TERMINATION FOR CONVENIENCE .................................................................... 19 9.3 TERMINATION FOR CAUSE ................................................................................. 19 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS.... 20 9.5 INHERENTLY RELIGIOUS ACTIVITIES ................................................................ ZO 9.6 POLITICAL ACTIVITIES ....................................................................................... ZO ARTICLE X. INDEMNITY .............................................................................................. 21 10.1 GENERAL INDEMNITY ......................................................................................... 21 10.2 INTELLECTUAL PROPERTY ................................................................................. 21 10.3 ADDITIONAL INDEMNITY PROVISIONS ............................................................... 22 ARTICLE XI. GENERAL PROVISIONS ...................................................................... 22 11.1 AMENDMENT5 .....................................................................................................22 11.2 NO QUANTITY GUARANTEES .............................................................................. 22 HHS Uniform Terms and Conditions Grant v 3.2 Effective July 2022 Page 4 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C43B 11.3 CHILD ABUSE REPORTING REQUIREMENTS ...................................................... 22 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS .......................................................................... 23 11.5 INSURANCE AND BONDS ...................................................................................... 23 11.( LIMITATION ON AUTHORITY .............................................................................. 23 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS ............................................ 24 11.8 SUBCONTRACTORS ..............................................................................................24 11.9 PERMITTING AND LICENSURE ............................................................................ 24 11.10 INDEPENDENT CONTRACTOR ............................................................................. 24 11.11 GOVERNING LAW AND VENUE ........................................................................... 25 11.12 SEVERABILITY .....................................................................................................25 11.13 SURVIVABILITY ................................................................................................... 25 11.14 FORCE MAJEURE ................................................................................................ 25 11.15 NO IMPLIED WAIVER OF PROVISIONS ............................................................... 26 11.1G FUNDING DISCLAIMERS AND LABELING ............................................................ 2G 11.1% MEDIA RELEASES ............................................................................................... 26 11.1H PROHIBITION ON NON-COMPETE RESTRICTIONS ............................................. 26 11.19 SOVEREIGN IMMUNITY ....................................................................................... 26 11.20 ENTIRE CONTRACT AND MODIFICATION ........................................................... 27 11.21 COUNTERPARTS .................................................................................................. 27 11.22 PROPER AUTHORITY ........................................................................................... 27 11.23 E-VERIFY PROGRAM .......................................................................................... 27 ll.i4 CIVIL RIGHTS ...................................................................................................... 2% 11.i5 ENTERPRISE INFORMATION MANAGEMENT STANDARDS ................................. 2H 11.26 DISCLOSURE OF LITIGATION .............................................................................. 2g 11.27 NO THIRD PARTY BENEFICIARIES ..................................................................... 29 11.28 BINDING EFFECT ................................................................................................. 29 HHS Uniform Terms and Conditions Grant v 3.2 Effective July 2022 Page 5 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.1 DEFIVITIOVS As used in this Grant Agreement, unless a different definition is specified, or the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amend►nent" means a written agreement, signed by the Parties, which documents changes to the Grant Agreement. "Contract" or "Grant A�reement" means the agreement entered into by the Parties, including the Signature Document, these Uniform Terms and Conditions, along with any attachments and amendments that may be issued by the System Agency. "Deliverables" means the goods, services, and work product, including all reports and project documentation, required to be provided by Grantee to the System Agency. "DSHS" means the Department of State Health Services. "Effective Date" means the date on which the Grant Agreement takes effect. "Federal Fiscal Year" means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP" means Generally Accepted Accounting Principles. "GASB" means the Governmental Accounting Standards Board. "Grantee" means the Party receiving funds under this Grant Agreement. May also be referred to as "subrecipient" or "contractor" in this document. "HHSC" means the Texas Health and Human Services Commission. "Health and Human Services" or "HHS" includes HHSC and DSHS. "Intellectual Property Rights" means the worldwide proprietary rights or interests, including patent, copyright, trade secret, and trademark rights, as such right may be evidenced by or embodied in: i. any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement; ii. any work of authorship, including any compilation, computer code, website or web page design, literary work, pictorial work, or graphic work; iii. any trademark, service mark, trade dress, trade name, branding, or other indicia of source or origin; iv. domain name registrations; and v. any other proprietary or similar rights. The Intellectual Property Rights of a Party include all worldwide proprietary rights or interests that the Party may have acquired by assignment, by exclusive License, or by license with the right to grant sublicenses. "Parties" means the System Agency and Grantee, collectively. "Partv" means either the System Agency or Grantee, individually. HHS Uniform Terms and Conditions Grant v. 3.2 Effective July 2022 Page 6 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C43B "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," "Fundin� Announcement" or "Request for Applications (RFA)" means the document (including all exhibits, attachments, and published addenda), issued by the System Agency under which applications for grant funds were requested, which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "Solicitation Response" or "Application" means Grantee's full and complete Solicitation response (including any attachments and addenda), which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Text�-avel" means the Texas Comptroller of Public Accounts' state travel rules, policies, and guidelines. "Statement of Work" means the description of activities Grantee must perform to complete the Project, as specified in the Grant Agreement and as may be amended. "System Agency" means HHSC or DSHS, as applicable. "Work Product" means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software, programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and whether or not included in the deliverables, that are developed, produced, generated or provided by Grantee in connection with Grantee's performance of its duties under the Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards" or "TxGMS" means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code, to promote the efficient use of public funds in local government and in programs requiring cooperation among local, state, and federal agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency. Additionally, except as otherwise provided by applicable law, in the event of a conflict between TxGMS and applicable federal or state law, federal law prevails over state law and state law prevails over TxGMS. 1.2 INTERPRET[VE PROVISIOVS 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. 3.2 Effective July 2022 Page 7 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 (including this Grant Agreement) and other contractual instruments shall be deemed to include all subsequent Amendments and other modifications, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Grant Agreement, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. D. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Grant Agreement are references to these documents as amended, modifed, or supplemented during the term of the Grant Agreement. E. The captions and headings of this Grant Agreement are for convenience of reference only and do not affect the interpretation of this Grant Agreement. F. All attachments, including those incorporated by reference, and any Amendments are considered part of the terms of this Grant Agreement. G. This Grant Agreement may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative. H. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver will be deemed modified by the phrase "in its sole discretion." I. Time is of the essence in this Grant Agreement. J. Prior to execution of the Grant Agreement, Grantee must notify System Agency's designated contact in writing of any ambiguity, conflict, discrepancy, omission, or other error. If Grantee fails to notify the System Agency designated contact of any ambiguity, conflict, discrepancy, omission or other error in the Grant Agreement prior to Grantee's execution of the Grant Agreement, Grantee: i. Shall have waived any claim of error or ambiguity in the Grant Agreement; and ii. Shall not contest the interpretation by the System Agency of such provision(s). No grantee will be entitled to additional reimbursement, relief, or time by reason of any ambiguity, conflict, discrepancy, exclusionary specification, omission, or other error or its later correction. ARTICLE II. PAYMENT PROVISIONS 2.1 PRO�iPT PAYNIENT Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment. 2.2 TAXES Grantee represents and warrants that it shall pay all taxes or similar amounts resulting from the Grant Agreement, including, but not limited to, any federal, State, or local income, sales or excise taxes of Grantee or its employees. System Agency shall not be liable for any taxes resulting from the Grant Agreement. HHS Uniform Terms and Conditions Grant v. 3.2 Effective July 2022 Page 8 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B 2.3 AVCILLARY AND TRAVEL EXPEVSES A. Except as otherwise provided in the Grant Agreement, no ancillary expenses incurred by the Grantee in connection with its provision of the services or deliverables will be reimbursed by the System Agency. Ancillary expenses include, but are not limited to, costs associated with transportation, delivery, and insurance for each deliverable. B. Except as otherwise provided in the Grant Agreement, when the reimbursement of travel expenses is authorized by the Grant Agreement, all such expenses will be reimbursed in accordance with the rates set by the Texas Comptroller's Textravel guidelines, which can currently be accessed at: https:i: fmx.cpa.texas.�ov.�'fmx�travel: textravel.'. 2.4 BILLIVG 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. 2.0 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 PROGRA�IIVCO�IE 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 profciency 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. Z.R NONSUPPLAVTIVG Grant funds must be used to supplement existing, new or corresponding programming and related activities. Grant funds may not be used to supplant (replace) existing funds that have been appropriated, allocated, or disbursed for the same purpose. System Agency may conduct Grant monitoring or audits may be conducted to review, among other things, Grantee's compliance with this provision. HHS Uniform Terms and Conditions Grant v. 3.2 Effective July 2022 Page 9 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C43B 2.9 IvDIRECT COST RATES The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for all applicable Grant Agreements. For subrecipients receiving federal funds, indirect cost rates will be determined in accordance with applicable law including, but not limited to, 2 CFR 200.414( fl. For recipients receiving state funds, indirect costs will be determined in accordance with applicable law including, but not limited to, TxGMS. Grantees funded with blended federal and state funding will be subject to both state and federal requirements when determining indirect costs. In the event of a conflict between TxGMS and applicable federal law or regulation, the provisions of federal law or regulation will apply. Grantee will provide any necessary financial documents to determine the indirect cost rate in accordance with the Uniform Grant Guidance (UGG) and TxGMS. ARTICLE III. STATE AND FEDERAL FUNDING 3.1 EXCESS OBLIGATIONS PROHIBITEI7 This Grant Agreement is subject to termination or cancellation, without penalty to System Agency, either in whole or in part, subject to the availability and actual receipt by System Agency of state or federal funds. System Agency is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If System Agency becomes subject to a legislative change, revocation of statutory authority, or lack of appropriated funds that would render either System Agency's or Grantee's delivery or performance under the Grant Agreement impossible or unnecessary, the Grant Agreement will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages that are caused or associated with such termination or cancellation, and System Agency will not be required to give prior notice. Additionally, System Agency will not be liable to Grantee for any remaining unpaid funds under this Grant Agreement at time of termination. 3.2 NO DEBT AGAIVST THE STATE This Grant Agreement will not be construed as creating any debt by or on behalf of the State of Texas. 3.3 DEBTS AVD DELINQUENCIES Grantee agrees that any payments due under the Grant Agreement shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including, but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support during the entirety of the Grant Agreement term. 3.4 REFUNDS AVD OVERPAYVIEVTS A. At its sole discretion, the System Agency may (i) withhold all or part of any payments to Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or if any required financial status report(s) is not submitted by the due date(s); or (ii) require Grantee to promptly refund or credit - within thirty (30) calendar days of written notice — to System Agency any funds erroneously paid by System Agency which are not expressly authorized under the Grant Agreement. HHS Uniform Terms and Conditions - Grant v. 3.2 Effective July 2022 Page 10 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 B. "Overpayments" as used in this Section include payments (i) made by the System Agency that exceed the maximum allowable rates; (ii) that are not allowed under applicable laws, rules, or regulations; or (iii) that are otherwise inconsistent with this Grant Agreement, including any unapproved expenditures. Grantee understands and agrees that it shall be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Grant Agreement. Grantee further understands and agrees that reimbursement of such disallowed costs shall be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Grant Agreement. ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.1 ALLOWABLE COSTS A. Allowable Costs are restricted to costs that are authorized under Texas Uniform Grant Management Standards (TxGMS) and applicable state and federal rules and laws. This Grant Agreement is subject to all applicable requirements of TxGMS, including the criteria for Allowable Costs. Additional federal requirements apply if this Grant Agreement is funded, in whole or in part, with federal funds. B. System Agency will reimburse Grantee for actual, allowable, and allocable costs incurred by Grantee in performing the Project, provided the costs are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Grant Agreement. At its sole discretion, the System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. The System Agency may take repayment (recoup) from remaining funds available under this Grant Agreement in amounts necessary to fulfll 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 FIVANCIAL STATEVIEVTS 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 fscal 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 HHS Uniform Terms and Conditions -- Grant v. 3.2 Effective July 2022 Page 1 I of 29 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C43B threshold amount includes federal funds passed through by way of state agency awards. iv. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in state funds awarded, Grantee shall have a single audit or program-specific audit in accordance with TxGMS. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and TxGMS. v. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or TxGMS, as applicable, for their program-specific audits. vi. Each Grantee required to obtain a single audit must competitively re-procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with applicable provisions of 2 CFR 200 and TxGMS. B. Financial Statements. Each Grantee that does not meet the expenditure threshold for a single audit or program- specific audit, must provide iinancial statements for the audit period. 4.3 SUB�IISSIOV OF AUDITS AND FIVAVCIAL STATE�tEVTS A. Audits. Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year, Grantee shall submit one electronic copy of the single audit or program-specific audit to the System Agency via: i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or, ii. Email to: single audit report cr,hhsc.state.tx.us. B. Financial Statements. Due no later than nine months after the Grantee's fiscal year-end, Grantees not required to submit an audit, shall submit one electronic copy of their financial statements via: i. HHS portal at https://hh�ortal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: sin� audit report�hhsc.state.tx.us. ARTICLE V. WARRANTY, AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS S.1 WARRANTY Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifcations set forth in the Grant Agreement; and all deliverables shall be fit for ordinary use, of good quality, and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement, the System Agency may require Grantee, at its sole expense, to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith, require Grantee to accept the return of such work; and, HHS Uniform Terrns and Conditions Grant v. 3.2 Effective July 2022 Page 12 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C43B iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. 5.2 GENERAL AFFIR�IATIOVS Grantee certifes 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 ASSURAVCES Grantee further certifes 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 CERTIFICATIOvS Grantee further certifies that, to the extent federal certiiications are incorporated into the Grant Agreement, the Grantee has reviewed the federal certifcations 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. S.5 STATE ASSURAVCES Except to the extent of any conflict under applicable law or requirements or guidelines of any federal awarding agency from which funding for this Grant Agreement originated, the Grantee must comply with the applicable state assurances included within the TxGMS which are incorporated here by reference. ARTICLE VI. INTELLECTUAL PROPERTY 6.1 OWNERSHIP OF WORK PRODUCT A. All right, title, and interest in the Work Product, including all Intellectual Property Rights therein, is exclusively owned by System Agency. Grantee and Grantee's employees will have no rights in or ownership of the Work Product or any other property of System Agency. B. Any and all Work Product that is copyrightable under United States copyright law is deemed to be "work made for hire" owned by System Agency, as provided by Title 17 of the United States Code. To the extent that Work Product does not qualify as a"work made for hire" under applicable federal law, Grantee hereby irrevocably assigns and transfers to System Agency, its successors and assigns, the entire right, title, and interest in and to the Work Product, including any and all Intellectual Property Rights embodied therein or associated therewith, and in and to all works based upon, derived from, or incorporating the Work Product, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing. C. Grantee agrees to execute all papers and to perform such other acts as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. HHS Uniform Terms and Conditions Grant �, 3.Z Effective July 2022 Page 13 of 29 )ocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C43B 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 sublicense, to reproduce, distribute, modify, create derivative works of, publicly perform and publicly display, make, have made, use, sell and offer for sale the Work Product and any products developed by practicing such rights. E. The foregoing does not apply to Incorporated Pre-existing Works or Third Party IP that are incorporated in the Work Product by Grantee. Grantee shall provide System Agency access during normal business hours to all Grantee materials, premises, and computer files containing the Work Product. C.2 GRAVTEE'S PRE-EXISTIVG WORKS A. To the extent that Grantee incorporates into the Work Product any works of Grantee that were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this Grant Agreement ("Incorporated Pre-existing Works"), Grantee retains ownership of such Incorporated Pre-existing Works. B. Grantee hereby grants to System Agency an irrevocable, perpetual, non-exclusive, royalty-free, transferable, worldwide right and license, with the right to sublicense, to use, reproduce, modify, copy, create derivative works of, publish, publicly perform and display, sell, offer to sell, make and have made, the Incorporated Pre-existing Works, in any medium, with or without the associated Work Product. C. Grantee represents, warrants, and covenants to System Agency that Grantee has all necessary right and authority to grant the foregoing license in the Incorporated Pre- existing Works to System Agency. C.3 THIRD PARTY IP A. To the extent that any Third Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency, or shall obtain from the applicable third party for System Agency's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency's internal business or governmental purposes only, to use, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency's advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party IP. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee's compliance with this Section 6.3, including without limitation documentation indicating a third party's written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product. G.4 AGREEVIEVTS WITH EVIPLOYEES AVD SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI, Intellectual Property. HHS Uniform Terms and Conditions Grant v. 3.2 Effective July 2022 Page 14 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-8IFD-E841D431C436 C.5 DELIVERY UPOV TER�IIVATIOV OR EXPIRATIOV No later than the first calendar day after the termination or expiration of the Grant Agreement or upon System Agency's request, Grantee shall deliver to System Agency all completed, or partially completed, Work Product, including any Incorporated Pre-existing Works, and any and all versions thereof. Grantee's failure to timely deliver such Work Product is a material breach of the Grant Agreement. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee's activities under the Grant Agreement without the prior written consent of System Agency. C.0 SURVIVAL The provisions and obligations of this Article survive any termination or expiration of the Grant Agreement. C.7 SYSTEM AGEVCY 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. HHS Uniform Terms and Conditions - Grant v. 3.2 Effective July 2022 Page 15 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 C. Grantee shall not remove State Property from the continental United States. In addition, Grantee may not use any computing device to access System Agency's network or e- mail while outside of the continental United States. D. Grantee shall not perform any maintenance services on State Property unless the Grant Agreement expressly authorizes such Services. E. During the time that State Property is in the possession of Grantee, Grantee shall be responsible for: i. all repair and replacement charges incurred by State Agency that are associated with loss of State Property or damage beyond normal wear and tear, and ii. all charges amibutable to Grantee's use of State Property that exceeds the Grant Agreement scope. Grantee shall fully reimburse such charges to System Agency within ten (10) calendar days of Grantee's receipt of System Agency's notice of amount due. Use of State Property for a purpose not authorized by the Grant Agreement shall constitute breach of contract and may result in termination of the Grant Agreement and the pursuit of other remedies available to System Agency under contract, at law, or in equity. 7.2 DAVIAGE TO STATE PROPERTY A. In the event of loss, destruction, or damage to any System Agency or State of Texas owned, leased, or occupied property or equipment by Grantee or Grantee's employees, agents, Subcontractors, or suppliers, Grantee shall be liable to System Agency and the State of Texas for the full cost of repair, reconstruction, or replacement of the lost, destroyed, or damaged property. B. Grantee shall notify System Agency of the loss, destruction, or damage of equipment or property within one (1) business day. Grantee shall reimburse System Agency and the State of Texas for such property damage within ten (10) calendar days after Grantee's receipt of System Agency's notice of amount due. 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATIOV OF COVTRAC'C In the event the Grant Agreement is terminated for any reason or expires, State Property remains the property of the System Agency and must be returned to the System Agency by the earlier of the end date of the Grant Agreement or upon System Agency's request. 7.4 EQUIPVIEVT AVD PROPERTY A The Grantee must ensure equipment with a per-unit cost of $5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro-rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment, whether acquired in part or whole with grant funds, until disposition occurs. B. When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement, use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. HHS Uniform Terms and Conditions Grant v. 3.2 Effective July 2022 Page 16 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Grant Agreement must be submitted to the assigned System Agency contract manager. D Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered supplies. E System Agency funds must not be used to purchase buildings or real property without prior written approval from System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval. ARTICLE VIII. RECORD RETENTION, AUDIT, AND CONFIDENTIALITY g.l RECORD MAINTENAVCE AVD RETEVTIOV 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. H.2 AGEVCY'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 HHS Uniform Terms and Conditions Grant v. 3.2 Effective July 2022 Page 17 of 29 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C436 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. C. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of investigation or hearing, Grantee shall produce original documents related to this Grant Agreement. D. The System Agency and any duly authorized authority shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings. E. Grantee shall include this provision concerning the right of access to, and examination of, sites and information related to this Grant Agreement in any Subcontract it awards. 8.3 RESPONSE/CO�iPL1ANCE WITH AUDIT OR IVSPECTIOV FIVDINGS A. Grantee must act to ensure its and its Subcontractors' compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Grant Agreement and the services and Deliverables provided. Any such correction will be at Grantee's or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the services, Grantee must provide to HHS upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the services and Deliverables provided to the State under the Grant Agreement. 8.4 STATE AUDITOR'S RIGHT TO AUDIT The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement. The acceptance of funds directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. 8.5 CONFIDE�ITIALITY Grantee shall maintain as confidential and shall not disclose to third parties without System Agency's prior written consent, any System Agency information including but not limited to System Agency's business activities, practices, systems, conditions and services. This section will survive termination or expiration of this Grant Agreement. This requirement must be included in all subcontracts awarded by Grantee. HHS Uniform Terms and Conditions Grant v. 3.2 Effective July 2022 Page I 8 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES 9.1 REVIEDIES A To ensure Grantee's full performance of the Grant Agreement and compliance with applicable law, System Agency reserves the right to hold Grantee accountable for breach of contract or substandard performance and may take remedial or corrective actions, 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 enor; 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. B�. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended. C No action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as a waiver of any other rights or remedies available to System Agency under the Grant Agreement or pursuant to law. Additionally, no action taken by System Agency in exercising remedies or imposing sanctions will constitute or operate as an acceptance, waiver, or cure of Grantee's breach. Unless expressly authorized by System Agency, Grantee may not be entitled to reimbursement for expenses incurred while the Grant Agreement is suspended or after termination. 9.2 TER�IINATIOV FOR CONVENIEVCE 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 TER�IINATION 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: HHS Uniform Terms and Conditions Grant v. 3.2 Effective July 2022 Page 19 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 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 addition to the SAM exclusion list (identifcation in SAM as an exciuded entity) may also constitute a material breach of the Grant Agreement. ii. Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement. B. System Agency will specify the effective date of such termination in the notice to Grantee. If no effective date is specified, the Grant Agreement will terminate on the date of the notifcation. 9.4 GRANTEE RESPOVSIBILITY FOR SYSTEM AGENCY'S TER�IINATION CO5TS If the System Agency terminates the Grant Agreement for cause, the Grantee shall be responsibleto the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include, but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to Grantee's failure to perform any work in accordance with the terms of the Grant Agreement. 9.5 IVHERENTLY RELIGIOUS ACTIVITIES Grantee may not use grant funding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may engage in inherently religious activities; however, these activities must be separate in time or location from the grant- funded program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. These requirements apply to all grantees, not just faith-based organizations. 9.() POLITICAL ACTIVITIES Grant funds cannot be used for the following activities: A. Grantees and their relevant sub-grantees or subcontractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying, advocating for legislation, campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties, and voter registration campaigns. Grantees may use private, or non-System Agency money or contributions for political purposes but may not charge to, or be reimbursed from, System Agency contracts or grants for the costs of such activities. B. Grant-funded employees may not use official authority or influence to achieve any political purpose and grant funds cannot be used for the salary, benefits, or any other compensation of an elected official. HHS Uniform Terms and Conditions Grant v. 3.2 Effective July 2022 Page 20 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C43B C. Grant funds may not be used to employ, in any capacity, a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. Additionally, grant funds cannot be used to pay membership dues to an organization that partially or wholly pays the salary of a person who is required by Chapter 305 of the Texas Government Code to register as a lobbyist. D. As applicable, Grantee will comply with 31 USC § 1352, relating to the limitation on use of appropriated funds to influence certain Federal contracting and financial transactions. ARTICLE X. INDEMNITY lO.l GENERAL IVDE�IVITY 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 OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt, System Agency shall not indemnify Grantee or any other entity under the Grant Agreement. 10.2 INTELLECTUAL PROPERTY GRANTEE SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS, MISAPPROPRIATIONS, OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: i THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS GRANT AGREEMENT; a ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR 'm". SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM HHS Unifortn Terms and Conditions Grant v. 3.2 Effective July 2022 Page 21 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE UNDER THE GRANT AGREEMENT. 10.3 ADDITIOVAL IVDE�INITY PROVIS10�5 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 OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. C. GRANTEE SHALL REIMBURSE SYSTEM AGENCY AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE SYSTEM AGENCY DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF GRANTEE OR IF SYSTEM AGENCY IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, SYSTEM AGENCY WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND GRANTEE SHALL PAY ALL REASONABLE COSTS OF SYSTEM AGENCY'S COUNSEL. ARTICLE XI. GENERAL PROVISIONS 11.1 A�IEVDVIEVTS Except as otherwise expressly provided, the Grant Agreement may only be amended by a written Amendment executed by both Parties. 11.2 NO QUANTITY GUARAVTEES The System Agency makes no guarantee of volume or usage of work under this Grant Agreement. All work requested may be on an irregular and as needed basis throughout the Grant Agreement term. 11.3 CHILD ABUSE REPORTING REQUIRE�1EVTS A. Grantees shall comply with child abuse and neglect reporting requirements in Texas Family Code Chapter 261. This section is in addition to and does not supersede any other legal obligation of the Grantee to report child abuse. B. Grantee shall use the Texas Abuse Hotline Website located at https: %�www.txabusehotline.org:'Login/Default.aspx as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. HHS Uniform Terms and Conditions - Grant v. 3.2 Effective July 2022 Page 22 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 ll.4 CERTIFICATION OF MEETIVG OR EXCEEDIVG TOBACCO-FREE WORKPLACE POLICY MIVIVIU�I STANDARDS A. Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: i. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; 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 IVSURAVCE AND BOVDS 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 LIVIITATIOV OV 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, HHS Uniform Terms and Conditions Grant v. 3.2 Effective July 2022 Page 23 of 29 )ocuSign Envelope ID: D4E69EF8-6589-4CBE-BIFD-E841D431C43B 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 Legislature on behalf of the System Agency regarding System Agency programs or the Grant Agreement. However, upon System Agency request and with reasonable notice from System Agency to the Grantee, the Grantee shall assist the System Agency in communications and negotiations regarding the Work under the Grant Agreement with state and federal governments. 11.7 CHANGE IV LAWS AVD CO�IPLIAVCE WITH LAWS Grantee shall comply with all laws, regulations, requirements and guidelines applicable to a Grantee providing services and products required by the Grant Agreement to the State of Texas, as these laws, regulations, requirements and guidelines currently exist and as amended throughout the term of the Grant Agreement. Notwithstanding Section 11.1, Amendments, above, System Agency reserves the right, in its sole discretion, to unilaterally amend the Grant Agreement to incorporate any modifications necessary for System Agency's compliance, as an agency of the State of Texas, with all applicable state and federal laws, regulations, requirements and guidelines. 11.8 SUBCONTRACTORS Grantee may not subcontract any or all of the Work and/or obligations under the Grant Agreement without prior written approval of the System Agency. Subcontracts, if any, entered into by the Grantee shall be in writing and be subject to the requirements of the Grant Agreement. Should Grantee subcontract any of the services required in the Grant Agreement, Grantee expressly understands and acknowledges System Agency is in no manner liable to any subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Grant Agreement. 11.9 PERVIITTIVG AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant Agreement any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or services required by this Grant Agreement. Grantee shall be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Grant Agreement. 11.10 IVDEPEVDEVT COVTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third-party service providers shall serve as independent contractors in providing the services HHS Uniform Terms and Conditions Grant v. 3.2 Effective July 2022 Page 24 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party's behal£ The Grantee is not a "governmental body" solely by virtue of this Grant Agreement or receipt of grant funds under this Grant Agreement. Grantee shall have no claim against System Agency for vacation pay, sick leave, retirement benefts, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefts of any kind. The Grant Agreement shall not create any joint venture, partnership, agency, or employment relationship between Grantee and System Agency. 11.11 GOVERNING LAW AVD 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 identifes 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 modifcation is not possible, by substituting another provision that is valid, legal and enforceable and that achieves the same objective. All other provisions of this Grant Agreement will continue in full force and effect. 11.13 SURVIVABILITY Expiration or termination of the Grant Agreement for any reason does not release Grantee from any liability or obligation set forth in the Grant Agreement that is expressly stated to survive any such expiration or termination, that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the Grant Agreement, including without limitation the provisions regarding return of grant funds, audit requirements, records retention, public information, warranty, indemnification, confidentiality, and rights and remedies upon termination. 11.14 FORCE MAJEURE Neither Grantee nor System Agency shall be liable to the other for any delay in, or failure of performance, of any requirement included in the Grant Agreement caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome. HHS Uniform Terms and Conditions Grant v. 3.2 Effective July 2022 Page 25 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 11.15 NO I�IPL[ED WAIVER OF PROVISIONS The failure of the System Agency to object to or to take affrmative 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. 11.1C FUNDING DISCLAI�IERS AVD LABELIVG 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 written consent from System Agency. The foregoing prohibition includes, without limitation, the placement of banners, pop-up ads, or other advertisements promoting Grantee's or a third party's products, services, workshops, trainings, or other commercial offerings on any website portal or internet-based service or software application hosted or managed by Grantee. This does not limit the Grantee's responsibility to comply with obligations related to the Texas Public Information Act or Texas Open Meetings Act. B. In general, no publication (including websites, reports, projects, etc.) may convey System Agency's recognition or endorsement of the Grantee's project without prior written approval from System Agency. Publications funded in part or wholly by HHS grant funding must include a statement that "HHS and neither any of its components operate, control, are responsible for, or necessarily endorse, this publication (including, without limitation, its content, technical infrastructure, and policies, and any services or tools provided)" at HHS's request. 11.17 MEDIA RELEASES A. Grantee shall not use System Agency's name, logo, or other likeness in any press release, marketing material or other announcement without System Agency's prior written approval. System Agency does not endorse any vendor, commodity, or service. Grantee is not authorized to make or participate in any media releases or public announcements pertaining to this Grant Agreement or the Services to which they relate without System Agency's prior written consent, and then only in accordance with explicit written instruction from System Agency. B. Grantee may publish, at its sole expense, results of Grantee performance under the Grant Agreement with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 11.18 PROHIBITION ON NON-001�1PETE RESTRICTIOVS Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements, that would limit or restrict such persons or entities from employment or contracting with the State ofTexas. 11.19 SOVEREIGN IMMUNITY Nothing in the Grant Agreement will be construed as a waiver of the System Agency's or the State's sovereign immunity. This Grant Agreement shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the HHS Uniform Terms and Conditions Grant v. 3.2 Effective July 2022 Page 26 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 System Agency or the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas under the Grant Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. System Agency does not waive any privileges, rights, defenses, or immunities available to System Agency by entering into the Grant Agreement or by its conduct prior to or subsequent to entering into the Grant Agreement. 11.20 ENTIRE CONTRACT AND MODIFICATIOV 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 extentpossible. 11.ZI COUVTERPARTS 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. l I.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. ll.24 CIVIL RIGHTS A. Grantee agrees to comply with state and federal anti-discrimination laws, including: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); ii. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); iii. Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.); iv. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); v. Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681-1688); vi. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and vii. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Grant Agreement. B. Grantee agrees to comply with all amendments to the above-referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability, political beliefs, or religion, be excluded from HHS Uniform Terms and Conditions Grant v. 3.2 Effective July 2022 Page 27 of 29 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. C. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15, prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information, both orally and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. D. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: https:�'�'hhs.texas.gov�about-hhs/ o��hts;civil-rights-office/civil-ri�posters. E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program benefciary or prospective program beneficiary on tY►e basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51 st Street, Mail CodeW206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Fax: (512) 438-5885 Email: HHSCivilRightsOffice@hhsc.state.tx.us. 11.25 ENTERPRISE IVFOR�IATIOV MAVAGEVIENT STAVDARDS Grantee shall conform to HHS standards for data management as described by the policies of the HHS Office of Data, Analytics, and Performance. These include, but are not limited to, standards for documentation and communication of data models, metadata, and other data definition methods that are required by HHS for ongoing data governance, strategic portfolio analysis, interoperability planning, and valuation of HHS System data assets. 11.2f) DISCLOSURE OF LITIGATION A. The Grantee must disclose in writing to the contract manager assigned to this Grant Agreement any material civil or criminal litigation or indictment either threatened or HHS Uniform Terms and Conditions Grant v. 3.2 Effective July 2022 Page 28 of 29 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 pending involving the Grantee. "Threatened litigation" as used herein shall include governmental investigations and civil investigative demands. "Litigation" as used herein shall include administrative enforcement actions brought by governmental agencies. The Grantee must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, "material" refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Grant Agreement or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with 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. 11.2% NO THIRD PARTY BENEFICIARIES The Grant Agreement is made solely and specifically among and for the benefit of the Parties named herein and their respective successors and assigns, and no other person shall have any right, interest, or claims hereunder or be entitled to any benefits pursuant to or on account of the Grant Agreement as a third-party beneficiary or otherwise. 11.2g BI�IDING 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 Terms and Conditions - Grant v. 3.2 Effective July 2022 Page 29 of 29 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B ATTACHMENT E UNIVERSITY OF TEXAS SYSTEM SUPPLEMENTAL CONDITIONS - GRANT The Uniform Terms and Conditions, Attachment E of this Contract, are revised as follows: Section 2.2, Taxes, is deleted in its entirety and replaced with the following: 2.2 Taxes Purchases made for the State of Texas use are exempt from the State Sales Tax and Federal Excise Tax. Grantee represents and warrants that it shall pay all applicable taxes or similar amounts resulting from the Contract. Section 3.1, Excess Obligations Prohibited, is deleted in its entirety and replaced with the following: 3.1 Excess Obligations Prohibited The Contract is subject to termination or cancellation, without penalty to the System Agency, either in whole or in part, subject to the availability of state funds. System Agency is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If System Agency becomes subject to a legislative change, revocation of statutory authority, or lack of appropriated funds that would render either System Agency's or Grantee's delivery or performance under the Contract impossible or unnecessary, the Contract will be terminated or cancelled and be deemed null and void. To the extent authorized under the constitution and laws of the state of Texas, Grantee agrees that in the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages that are caused or associated with such termination, or cancellation, and System Agency will not be required to give prior notice. Nothing in this Contract may be deemed (i) an admission or assumption of liability by Grantee or (ii) a waiver of any claim or defense available to Grantee under applicable laws. Section 3.3, Debt and Delinquencies, is deleted in its entirety. Section 3.4 (A), Refunds and Overpayments, is deleted in its entirety and replaced with the following: A. Subject to prior discussion and agreement with Grantee and exchange of supporting documentation, System Agency may: i. withhold all or part of any payments to Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or if any required financial status report(s) is not submitted by the due date(s); or ii. withhold payments to Grantee of any expenditures that System Agency disputes in good faith, or deduct from funding advancements to Grantee, until such time as System Agency has determined that Grantee has provided additional information, documentation, or justification that supports or justifies the expenditure(s). Section 5.1, Warranty, is deleted in its entirety and replaced with the following: HHSC-UT System Supplemental Conditions - Grant Page 1 �. i.i March 2020 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B 5.1 Representations Grantee represents that all Work under this Contract shall be completed in a manner consistent with standards under the terms of this Contract and shall conform to the specifications set forth in the Contract. The Grantee, at its sole expense, agrees to promptly repair or replace all Work that was defective or damaged Work upon delivery. Notwithstanding anything to the contrary in the Contract, Work modifications only may be made through formal written amendment signed by both Parties. Section 6.1, Ownership of Work Product, is deleted in its entirety and replaced with the following: 6.1 Ownership of Intellectual Property Rights Resulting from Work Product A. To the extent any Work results in the creation of intellectual property and Intellectual Property Rights, all right, title, and interest in and to such intellectual property shall vest in the Party that creates such intellectual property. B. Grantee hereby grants to the System Agency and the State of Texas a royalty-free, paid up, worldwide, perpetual, non-exclusive, non-transferable, non-commercial license to use all Deliverables and any intellectual property invented or created by Grantee, Grantee's contractor, or a subcontractor in the performance of the Work under this Contract. C. The System Agency shall have the right to review and provide comment to any written report, publication or other literature including copyrightable intellectual property invented or created in the performance of this Contract, prior to the publication of such literature. The Grantee agrees to provide the System Agency with an advance copy of any such report, publication, or literature at least 30 Calendar days prior to publication. The Grantee agrees to insert the following statement into any such report, publication or literature: "The views expressed do not necessarily reflect the official policies of the Department of Health and Human Services or the Texas Health and Human Services System; nor does any mention of trade names, commercial practices, or organizations imply endorsement by the U.S. or Texas Government or by any party other than Grantee." Section 6.2, Grantee's Pre-Existing Works, is deleted in entirety and replaced with the following: 6.2 Grantee's Pre-Existing Works A. To the extent the Grantee incorporates into the Work Product any works of Grantee that were created by Grantee or to which Grantee acquired rights prior to the Effective Date of this Contract ("Incorporated Pre-Existing Works"), Grantee retains ownership to such Incorporated Pre-Existing Works. For avoidance of doubt, Grantee also retains ownership of any works developed by Grantee that are unrelated to the Work under this Contract. B. To the extent legally permitted, Grantee hereby grants System Agency an irrevocable, perpetual, non-exclusive, royalty-free, worldwide right and license to use, reproduce, modify, copy, create derivative works of, publish, publicly perform and display the Incorporated Pre-Existing Works for the exclusive purpose of HHSC-UT System Supplemental Conditions - Grant Page 2 �. i.i March 2020 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 utilizing the Work Product for System Agency's non-commercial, governmental purposes. Section 6.4, Agreements with Employees and Subcontractors, is deleted in its entirety and replaced with the following: 6.4 Applicability to Employees and Subcontractors Grantee shall have written, binding agreements with its subcontractors and written policies applicable to its employees that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article V. Section 6.5, Delivery Upon Termination or Expiration, is deleted in its entirety and replaced with the following: 6.5 Delivery Upon Termination or Expiration Unless otherwise agreed in writing, no later than 5 business days, or such other time period as set forth within the Contract), after the termination or expiration of the Contract or upon System Agency's request, Grantee shall deliver to System Agency all completed, or partially completed, Work Product, including any Incorporated Pre- Existing Works, and any versions thereof. Grantee's failure to timely deliver such Work Product is a material breach of the Contract. Grantee is permitted to retain copies of the Work Product and any documentation or other products or results of Grantee's activities under the Contract for its internal academic, educational, non-commercial patient-care, and/or research use. Section 6.7, System Agency Data, is deleted in its entirety and replaced with the following: 6.7 System Agency Data Grantee will comply with all applicable federal and state privacy, security and breach notification laws and regulations. Grantee will comply with the terms of the then- current applicable HHS Data Use Agreement, Texas Statewide Data Exchange Compact, or the HHS Covered Entity Privacy, Security, and Breach Notifications Terms set forth in the Contract, which agreement will be incorporated herein by reference. Section 7.1(A), Use of State Property, is deleted in its entirety and replaced with the following: A. Grantee is prohibited from using state property belonging to System Agency ("State Property") for any purpose other than performing services authorized under the Contract. Section 7.1(E), Use of State Property, is deleted in its entirety and replaced with the following: E. Each party shall take responsibility for the actions of its employees, including but not limited to, the possibility of any damages (repairs and replacements) caused by its employees during the course and scope of their employment to the other Party's property. Nothing in this Contract may be deemed (i) an admission or assumption of liability by either Party or (ii) a waiver of any claim or defense available to either Party under HHSC-UT System Supplemental Conditions - Grant Page 3 �. i.i March 2020 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 applicable laws. Grantee shall notify System Agency of the loss, destruction, or damage of equipment or property within 5 business day of discovery. Section 7.2, Damage to State Property, is deleted in its entirety. Section 8.1(B), Record Maintenance and Retention, is deleted in its entirety and replaced with the following: B. Grantee shall maintain and retain legible copies of this Contract and all records relating to the performance of the Contract including supporting fiscal documents adequate to ensure that claims for contract funds are in accordance with applicable State of Texas requirements. These records shall be maintained and retained by Grantee for a minimum of: (i) 7 years after the Contract expiration date; (ii) 3 years after the completion of all audit, claim, litigation, or dispute matters involving the Contract are resolved; or (iii) as otherwise required under Texas law, whichever term is longer. Section 8.3(A), Response/Compliance with Audit of Inspection Findings, is amended by deleting the last sentence in its entirety. Section 8.5, Confidentiality, is deleted in its entirety and replaced with the following: 8.5 Confidentiality Parties shall maintain as confdential and shall not disclose to third parties without the disclosing Party's prior written consent, except to the extent required by the Texas Public Information Act, Chapter 552 of the Texas Government Code, or as otherwise required by law, any information identified in writing as confidential or that is included in the following definition of "confidential information": "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 a Party or that a Party may create, receive, maintain, use, disclose or have access to on behalf of the other Party (the "disclosing party") that consists of any or all of the following: (1) Education records as defined in the Family Educational Rights and Privacy Act, 20 U.S.C. §1232g; 34 C.F.R. Part 99; (2) Federal Tax Information as defined in Internal Revenue Code §6103 and Internal Revenue Service Publication 1075; (3) Personal Identifying Information (PII) as defined in Texas Business and Commerce Code, Chapter 521; (4) Protected Health Information (PHI) in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information as defined in 45 C.F.R. § 160.103; (5) Sensitive Personal Information (SPI) as defined in Texas Business and Commerce Code, Chapter 521; (6) Social Security Administration Data, including, without limitation, Medicaid information means disclosures of information made by the Social Security Administration or the Centers for Medicare and Medicaid Services from a federal HHSC-UT System Supplemental Conditions - Grant Page 4 �. i.i March 2020 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C43B system of records for administration of federally funded benefit programs under the Social Security Act, 42 U.S.C., Chapter 7; (7) Patient identifying information as defined in 42 C.F.R. Part 2; (8) All privileged work product; (9) 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. This Section will survive termination or expiration of this Contract. The obligations of the Parties to safeguard confidential information in compliance with all applicable federal and state laws and regulations under this Section will survive termination or expiration of this Contract until the Confidential Information is returned to the disclosing party, destroyed, or is deemed no longer confidential. For the avoidance of any doubt, Confidential Information is deemed no longer confidential if it: (i) is or later becomes generally available to the public through no act or omission of the non-disclosing party, unless made available by an unauthorized disclosure; (ii) was possessed by the non-disclosing party prior to the latest execution date of the Contract without being subject to an obligation to keep such information confidential; (iii) is lawfully obtained without restriction from a third party who had the lega( right to disclose the same; (iv) is independently developed by the non- disclosing party without the use or benefit of Confidential Information as evidenced by the non-disclosing party's written records; or (v) disclosing party has agreed in writing it is no longer subject to the restrictions applicable to Confidential Information under the term of this Contract. In the event the non-disclosing party becomes legally compelled or required by regulation to disclose any Confidential Information, it shall promptly provide to disclosing party notice thereof, shall use its reasonable efforts to minimize the disclosure of any Confidential Information, and shall cooperate with disclosing party should the disclosing party seek to obtain a protective order or other appropriate remedy. This requirement must be included in all subcontracts awarded by non-disclosing party. Section 9.1, Remedies, is amended by adding a new paragraph at the end of the section as follows: The Parties will attempt to resolve all Contract issues through good faith negotiations. If negotiations are unsuccessful then the Parties agrees to use the dispute resolution process in Texas Government Code Chapter 2260. Section 9.2, Termination for Convenience, is deleted in its entirety and replaced with the following: 9.2 Termination for Convenience Either Party may terminate the Contract, with at least 10 business days' advance written notice at any time when, in its sole discretion, it determines that termination is in its best interest. The termination will be effective on the date specified in the terminating Party's notice of termination. Section 9.4, Grantee Responsibility for System Agency's Termination Costs, is deleted in its entirety. HHSC-UT System Supplemental Conditions - Grant Page 5 �. i.� March 2020 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 Section 10.1, General Indemnity, is deleted in its entirety and replaced with the following: 10.1 Indemnity TO THE EXTENT ALLOWED BY LAW, GRANTEE SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS AND ITS OFFICERS AND EMPLOYEES, AND THE SYSTEM AGENCY AND ITS OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS, DEMANDS, PROCEEDINGS, COSTS, DAMAGES, AND LIABILITIES, INCLUDING ATTORNEYS' FEES AND COURT COSTS (IF SO AWARDED BY A COURT OF COMPETENT JURISDICTION� ARISING OUT OF, OR CONNECTED WITH, OR RESULTING FROM: a. GRANTEE'S PERFORMANCE OF THE CONTRACT, INCLUDING ANY NEGLIGENT ACTS OR OMISSIONS OF GRANTEE, OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERV[SION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR b. ANY BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD, RULE, OR BREACH OF CONTRACT BY GRANTEE, ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR C. EMPLOYMENT OR ALLEGED EMPLOYMENT, INCLUDING CLAIMS OF DISCRIMINATION AGAINST GRANTEE, ITS OFFICERS, OR ITS AGENTS. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING SOLELY FROM THE NEGLIGENCE OF THE SYSTEM AGENCY OR ITS EMPLOYEES. THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS CONTRACT. Section 11.7 Change in Laws and Compliance with Laws, is deleted in its entirety and replaced with the following: 11.7 Change in Laws and Compliance with Laws Grantee shall comply with all laws, regulations, requirements and guidelines applicable to a state agency performing work as required by the Contract, as these laws, regulations, requirements, and guidelines currently exist and as amended throughout the term of the Contract. The Parties will amend the Contract to incorporate any modifications necessary for the parties' compliance, as agencies of the State of Texas, with all applicable state and federal laws, regulations, requirements and guidelines. Section 11.9, Permitting and Licensure, is deleted in its entirety and replaced with the following: 11.9 Permitting and Licensure At Grantee's sole expense, Grantee will procure and maintain for the duration of this Contract any state, county, city, or federal license, authorization, insurance, waiver, HHSC-UT System Supplemental Conditions - Grant Page 6 �. i.i March 2020 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or Services required by this Contract. Grantee will be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Section 11.17, Media Releases, is deleted in its entirety and replaced with the following: 11.17 Media Releases Except as provided in this Contract or required under applicable law, neither party shall use the other party's name, logo, or other likeness in any press release, marketing material, or other announcement without prior written approval. System Agency does not endorse any vendor, commodity, or service. Grantee is not authorized to make or participate in any media releases or public announcements pertaining to this Contract or the Services to which they relate without System Agency's prior written consent, and then only in accordance with explicit written instruction from System Agency. However, Grantee will, if appropriate, acknowledge support received from the System Agency and/or other agency in any publication under 6.1(C) as revised herein by the UT System Supplemental Conditions to HHS Uniform Terms and Conditions — Grant. Section 11.19, Sovereign Immunity, is deleted in its entirety and replaced with the following: 11.19 Sovereign Immunity Nothing in this Contract shall be construed as a waiver of the State of Texas' sovereign immunity with respect to either the System Agency or the Grantee. This Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to either party or the State of Texas. The failure to enforce, or any delay in the enforcement of, any privileges, rights, defenses, remedies, or immunities available to the System Agency, Grantee, or the State of Texas under the Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. Neither party waives any privileges, rights, defenses, or immunities available to it by entering into the Contract or by its conduct prior to or subsequent to entering into the Contract. Section 11.23(B), E-Verify Program, is deleted in its entirety and replaced with the following: B. seek the same assurances from all subcontractors regarding their employees to perform Work pursuant to the Contract within the United States of America. Section 11.25, Enterprise Information Management Standards, is deleted in its entirety. Section 11.26, Disclosure of Litigation, is deleted in its entirety. Article XI, General Provisions, is amended by adding after Section 11.28, the following new Sections 11.29 and 11.30: 11.29 Texas Public Information Act HHSC-UT System Supplemental Conditions - Grant Page 7 �. i.i March 2020 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C43B It shall be the independent responsibility of the System Agency and Grantee to comply with the provisions of Chapter 552, Texas Government Code (the "Public Information AcY'), as those provisions apply to the Parties' respective information. Neither Party is authorized to receive public information requests or take any action under the Public Information Act on behalf of any other Party. 11.30 Limitations THE PARTIES ARE AWARE THERE ARE CONSTITUTIONAL AND STATUTORY LIMITATIONS ON THE AUTHORITY OF A STATE AGENCY TO ENTER INTO CERTAIN TERMS AND CONDITIONS THAT MAY BE PART OF THIS CONTRACT, INCLUDING TERMS AND CONDITIONS RELATING TO LIENS ON A PARTY'S PROPERTY; DISCLAIMERS AND LIMITATIONS OF WARRANTIES; DISCLAIMERS AND LIMITATIONS OF LIABILITY FOR DAMAGES; WANERS, DISCLAIMERS AND LIMITATIONS OF LEGAL RIGHTS, REMEDIES, REQUIREMENTS AND PROCESSES; LIMITATIONS OF PERIODS TO BRING LEGAL ACTION; GRANTING CONTROL OF LITIGATION OR SETTLEMENT TO ANOTHER PARTY; LIABILITY FOR ACTS OR OMISSIONS OF THIRD PARTIES; PAYMENT OF ATTORNEYS' FEES; DISPUTE RESOLUTION AND BINDING ARBITRATION; INDEMNITIES; AND CONFIDENTIALITY, AND TERMS AND CONDITIONS RELATED TO SUCH LIMITATIONS WILL NOT BE BINDING ON A PARTY EXCEPT TO THE EXTENT AUTHORIZED BY THE LAWS AND CONSTITUTION OF THE STATE OF TEXAS. HHSC-UT System Supplemental Conditions - Grant Page 8 �. i.i March 2020 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 Health and Human Services Health and Human Services (HHS) Additional Provisions Version 1.0 Effective: September 2021 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 ATTACHMENT F HHSC ADDITIONAL PROVISIONS TABLE OF CONTENTS 1. SPECIAL DEFINITIONS ............................................................................................ 1 2. GRANTEES PERSONAL AND SUBCONTRACTORS .......................................... 2 3. CONFIDENTIALITY - CONFIDENTIAL SYSTEM INFORMATION ............... 4 4. MISCELLANEOUS PROVISIONS ............................................................................ 4 5. HHSC VENDOR ACCESS .......................................................................................... 5 6. HHSC APPROVAL OF STAFFING .......................................................................... 5 7. TURNOVER PLAN ...................................................................................................... 6 8. TURNOVER ASSISTANCE ........................................................................................ 6 9. TRADEMARK LICENSE ........................................................................................... 6 10. TRADEMARK OWNERSHIP .................................................................................... 7 11. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS............ 7 12. NOTICE OF IRS OR TWC INSOLVENCY ............................................................. 7 13. DISASTER SERVICES ............................................................................................... 7 14. NOTICE OF A LICENSE ACTION ........................................................................... 8 15. NOTION OF A CONTRACT ACTION ..................................................................... 8 16. CHILD ABUSE REPORTING REQUIREMENT .................................................... 8 17. ABUSE, NEGLECT, EXPLOITATION ..................................................................... 9 18. GRANTEE'S NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEYPERSONNEL ...................................................................................................................... 9 19. NOTION OF ORGANIZATIONAL CHANGE ........................................................ 9 20. SIGNIFICANT INCIDENTS ....................................................................................... 9 21. RESPONSIBILITIES AND RESTRICTIONS CONCERNING GOVERNING BODY, OFFICERS AND EMPLOYEES ................................................................................... 9 22. DIRECT OPERATION .............................................................................................. 10 23. INTERIM EXTENSION AMENDMENT ................................................................ 10 24. MEDICAL RECORDS RETENTION ...................................................................... 10 25. GRANTEE'S CERTIFICATION OF MEETING OR EXCEEDING TOBACCO- FREE WORKPLACE POLICY MINIMUM STANDARDS ................................................. 11 26. ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY AND SECURITYSTANDARDS ........................................................................................................ 11 27. EQUIPMENT, SUPPLIES AND PROPERTY ........................................................ 13 DocuSign Envelope ID: D4E69EF8-6589-4CBE-8IFD-E841D431C43B ATTACHMENT F HHSC ADDITIONAL PROVISIONS 28. CLINICAL MANAGEMENT FOR BEHAVIORAL HEALTH SERVICES (CMBHS) SYSTEM .................................................................................................................... 19 29. HIV/AIDS MODEL WORKPLACE GUIDELINES .............................................. 21 30. MEDICAID ENROLLMENT .................................................................................... 21 31. BILLING FOR TREATMENT AND PAYMENT RESTRICTIONS ................... 21 32. PERSONS ON PROBATIONS OR PAROLE ............. ERROR! BOOKMARK NOT DEFINED. 33. SUBSTANCE ABUSE BLOCK GRANT (SABG) REQUIREMENTS ................. 21 34. MATCH AND PROGRAM INCOME ...................................................................... 22 35. CONTRACT RECONCILIATION .......................................................................... 22 36. BREACH OF CONTRACT AND LIQUIDATED DAMAGES ............................. 22 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C43B ATTACHMENT F HHSC ADDITIONAL PROVISIONS The terms and conditions of these Additional Provisions are incorporated into and made a part of the Contract. Capitalized items used in these Additional Provisons and not otherwise defined have the meanings assigned to them in HHSC Uniform Terms and Conditions. If any provision contained in this HHSC Special Conditions is in conflict with, or inconsistent with the HHSC Uniform Terms and Conditions (UTC), the provision contained in the UTCs shall prevail. 1. SPECIAL DEFINITIONS A. "Contlict of Interest" means a set of facts or circumstances, a relationship, or other situation under which Grantee, a Subcontractor, or individual has past, present, or currently planned personal or financial activities or interests that either directly or indirectly: (1) impairs or diminishes the Grantee's, or Subcontractor's ability to render impartial or objective assistance or advice to the HHSC; or (2) provides the Grantee or Subcontractor an unfair competitive advantage in future HHSC procurements. B. "Grantee Agents" means Grantee's representatives, employees, officers, as well as any contractor or subgrantee's employees, contractors, officers, principals and agents. C. "Data Use Agreement" means the agreement incorporated into the Contract to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information. D. "Item of Noncompliance" means Grantee's acts or omissions that: (1) violate a provision of the Contract; (2) fail to ensure adequate performance of the Project; (3) represent a failure of Grantee to be responsive to a request of HHSC relating to the Project under the Contract. E. "Minor Administrative Change" refers to a change to the Contract that does not increase the fees or term and done in accordance with Section 4. F. "Other Confidential System Information" means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to Grantee; or that Grantee may create, receive, maintain, use, disclose or have access to on behalf of HHSC or through performance of the Project, which is not designated as Confidential Information in a Data Use Agreement. G. "State" means the State of Texas and, unless otherwise indicated or appropriate, will be interpreted to mean HHSC and other agencies of the State of Texas that may participate in the administration of HHSC Programs; provided, however, that no provision will be interpreted to include any entity other than HHSC as the contracting agency. H. "Software" means all operating system and applications software used or created by Grantee to perform the work under the Contract. I. "Third Party Software" refers to software programs or plug-ins developed by companies or individuals other than Grantee which are used in performance of the Project. It does not include items which are ancillary to the performance of the Project, such as internal systems �ocuSign Envelope ID: D4E69EF8-6589-4CBE-8IFD-E841D431C438 ATTACHMENT F HHSC ADDITIONAL PROVISIONS of Grantee which were deployed by Grantee prior to the Contract and not procured to perform the Project. J. "UTC" means the HHSC Uniform Terms and Conditions — Grant, Version 2.16.1. 2. GRANTEES PERSONAL AND SUBCONTRACTORS A. Qualifications Grantee agrees to maintain the organizational and administrative capacity and capabilities to carry out all duties and responsibilities under the Contract. Grantee Agents assigned to perform the duties and responsibilities under the Contract must be and remain properly trained and qualified for the functions they are to perform. Notwithstanding the transfer or turnover of personnel, Grantee remains obligated to perform all duties and responsibilities under the Contract without degradation and in strict accordance with the terms of the Contract. A. Conduct and Removal While performing the Project, Grantee Agents must comply with applicable Contract terms, State and federal rules, regulations, HHSC's policies, and HHSC's requests regarding personal and professional conduct; and otherwise conduct themselves in a businesslike and professional manner. If HHSC determines in good faith that a particular Grantee Agent is not conducting himself or herself in accordance with the terms of the Contract, HHSC may provide Grantee with notice and documentation regarding its concerns. Upon receipt of such notice, Grantee must promptly investigate the matter and, at HHSC's election, take appropriate action that may include removing the Grantee Agent from performing the Project. B. Contracts with Subcontractors 1. Grantee may enter into contracts with subcontractors unless restricted or otherwise prohibited in the Contract. 2. Grantees are prohibited from subcontracting with for-profit organizations under this Contract. 3. Prior to entering into a subcontract agreement equaling or exceeding $100,000, Grantee will obtain written approval from the System Agency. 4. Grantee will obtain written approval from System Agency before modifying any subcontract agreement to cause the agreement to exceed $100,000. 5. Grantee will establish written policies and procedures for competitive procurement and monitoring of subcontracts and will develop a subcontracting monitoring plan. 6. Monitor subcontractors for both financial and programmatic performance and will maintain pertinent records. 7. Submit quarterly subcontracting monitoring reports to the System Agency in a format determined by the System Agency. 8. Ensure all subcontracts, must be in writing and include the following: i. Name and address of all parties and subcontractor's Vendor ldentification Number (VIN) or Employee Identification Number (EIN); ii. Detailed description of the services to be provided; iii. Measureable method and rate of payment and total not-to-exceed amount of the contract; � DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 ATTACHMENT F HHSC ADDITIONAL PROVISIONS iv. Clearly defined and executable termination clause; and v. Beginning and ending dates that coincide with the dates of the Contract. 9. Ensure and be responsible for the performance of the subcontractor(s). 10. Not contract with a subcontractor, at any tier, that is debarred, suspended, or excluded from or ineligible for participation in federal assistance programs or if the subcontractor would be otherwise ineligible to abide by the terms of this Contract. C. Status of Subcontractors Grantees will require that all subcontractors certify that they arelhave: 1. In good standing with all state and federal funding and regulatory agencies; 2. Not currently debaned, suspended or otherwise excluded from participation in federal grant programs; 3. Not delinquent on any repayment agreements; 4. Not had a required license or certification revoked; 5. Not ineligible under the terms of the Contract; and 6. Not had a System Agency contract terminated for cause. D. Incorporation of Terms in Subcontracts Grantee will include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts, without modifcation (except as required to make applicable to the subcontract) the following provisions: i. Statements of Work ii. Uniform Terms and Conditions iii. Special Conditions iv. Federal Assurances and Certifications v. Non-Exclusive List of Applicable Laws vi. A provision granting to the System Agency, State Auditor's Office (SAO), Office of Inspector General (OIG), and the Comptroller General of the United States, and any of their representatives, the right of access to inspect the work and the premises on which any work is performed, and the right to audit the subcontractor. 2.Grantee will ensure that all written agreements with subcontractors incorporate the terms of this Contract so that all terms, conditions, provisions, requirements, duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor. 3. No provision of this Contract creates privity of contract between the System Agency and any subcontractor of Grantee. E. Notice of Legal Matter or Litigation Grantee will send notice to the Substance Use Disorder (SUD) email box, SubstanceAbuse.Contracts�hhsc.state.tx.us of any litigation or legal matter related to or affecting this Contract within seven calendar days of becoming aware of the litigation or (egal matter. F. Unilateral Amendment DocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C43B ATTACHMENT F HHSC ADDITIONAL PROVISIONS The System Agency reserves the right to amend this Contract through execution of a unilateral amendment signed by the contract manager for this Contract and provided to the Grantee with ten days notice prior to execution of the amendment under the following circumstances to: 1. To comply with a court order or judgement 2. Incorporate new or revised federal or state laws, regulations, rules or policies 3. Correct an obvious clerical error in this Contract; 4. Change the name of the Contractor in order to reflect the Contractor's name as recorded by the Texas Secretary of State. 5. To correct the name, mailing address, or contact information for persons name in the Contract; 6. To update service descriptions or rates (if applicable); 3. CONFIDENTIALITY — CONFIDENTIAL SYSTEM INFORMATION HHSC prohibits the unauthorized disclosure of Other Confdential Information. Grantee and all Grantee Agents will not disclose or use any Other Confdential Information in any manner except as is necessary for the Project or the proper discharge of obligations and securing of rights under the Contract. Grantee will have a system in effect to protcct Other Confidential Information. Any disclosure or transfer of Other Confidential Information by Grantee, including information requested to do so by HHSC, will be in accordance with the Contract. If Grantee receives a request for Other Confidential Information, Grantee will immediately notify HHSC of the request, and will make reasonable efforts to protect the Other Confdential Information from disclosure until further instructed by the HHSC. Grantee will notify HHSC promptly of any unauthorized possession, use, knowledge, or attempt thereof, of any Other Confdential Information by any person or entity that may become known to Grantee. Grantee will furnish to HHSC all known details of the unauthorized possession, use, or knowledge, or attempt thereof, and use reasonable efforts to assist HHSC in investigating or preventing the reoccurrence of any unauthorized possession, use, or knowledge, or attempt thereof, of Other Confdential Information. HHSC will have the right to recover from Grantee all damages and liabilities caused by or arising from Grantee or Grantee Agents' failure to protect HHSC's Other Confidential Information as required by this section. IN COORDINATION WITH THE INDEMNITY PROVISIONS CONTAINED IN THE UTC, Grantee WILL IDEMNITY AND HOLD HARMLESS HHSC FROM ALL DAMAGES, COSTS, LIABILTIES, AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND COSTS) CAUSED BY OR ARISING FR01Vi Grantee OR Grantee AGENTS FAILURE TO PROTECT OTHER CONFIDENTIAL INFORMATION. Grantee WILL FULFILL THIS PROVISION WITH COUNSEL APPROVED BY HHSC. 4. MISCELLANEOUS PROVISIONS A. Minor Administrative Changes System Agency is authorized to provide written approval of mutually agreed upon Minor Administrative Changes to the Project or the Contract that do not increase the fees or term. 4 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C43B ATTACHMENT F HHSC ADDITIONAL PROVISIONS Upon approval of a Minor Administrative Change, HHSC and Grantee will maintain written notice that the change has been accepted in their Contract files. B. Conflicts of Interest Grantee warrants to the best of its knowledge and belief, except to the extent already disclosed to HHSC, there are no facts or circumstances that could give rise to a Conflict of Interest and further that Grantee or Grantee Agents have no interest and will not acquire any direct or indirect interest that would conflict in any manner or degree with their performance under the Contract. Grantee will, and require Grantee Agents, to establish safeguards to prohibit Contract Agents from using their positions for a purpose that constitutes or presents the appearance of personal or Organizational Conflict of Interest, or for personal gain. Grantee and Grantee Agents will operate with complete independence and objectivity without actual, potential or apparent Conflict of Interest with respect to the activities conducted under the Contract. Grantee agrees that, if after Grantee's execution of the Contract, Grantee discovers or is made aware of a Conflict of Interest, Grantee will immediately and fully disclose such interest in writing to HHSC. In addition, Grantee will promptly and fully disclose any relationship that might be perceived or represented as a conflict after its discovery by Grantee or by HHSC as a potential conflict. HHSC reserves the right to make a final determination regarding the existence of Conflicts of Interest, and Grantee agrees to abide by HHSC's decision. If HHSC determines that Grantee was aware of a Conflict of Interest and did not disclose the conflict to HHSC, such nondisclosure will be considered a material breach of the Contract. Furthermore, such breach may be submitted to the Office of the Attorney General, Texas. C. Flow Down Provisions Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modifed appropriately to preserve the State's rights under the Contract. S. HHSC VENDOR ACCESS At HHSC's request, Grantee will allow parties interested in responding to other HHSC solicitations to have reasonable access during normal business hours to the Work, software, systems documentation, and site visits to the Grantee's facilities. Grantee may elect to have such parties inspecting the Work, facilities, software or systems documentation to agree to use the information so obtained only in the State of Texas and only for the purpose of responding to the relevant HHSC solicitation. G. HHSC APPROVAL OF STAFFING A. Grantee shall not employ or contract with or permit the employment of unfit or unqualified persons or persons not skilled in the tasks assigned to them. Grantee shall at all times employ sufficient labor to carry out functions and services in the manner and time prescribed by the Contract. Grantee shall be responsible to HHSC for the acts and omissions of Grantee's employees, agents (including, but not limited to, lobbyists) and Subcontractors and Grantee shall enforce strict discipline among Grantee's employees, 5 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C43B ATTACHMENT F HHSC ADDITIONAL PROVISIONS agents (including, but not limited to, lobbyists) and Subcontractors performing the services under the Contract. B. Any person employed by Grantee shall, at the written request of HHSC, and within HHSC's sole discretion, be removed immediately by the Contractor from work relating to the Contract. 7. TURNOVER PLAN HHSC, in its sole discretion, may require Grantee to develop and submit a Turnover Plan at any time during the term of the Contract. Grantee must submit the Turnover Plan to HHSC for review and approval. The Turnover Plan must describe Grantee's policies and procedures that will ensure: A. The least disruption in the delivery of the Work during Turnover to HHSC or its designee; and B. Full cooperation with HHSC or its designee in transferring the Work and the obligations of the Contract. H. TURNOVER ASSISTANCE Grantee will provide any assistance and actions reasonably necessary to enable HHSC or its designee to effectively close out the Contract and transfer the Work and the obligations of the Contract to another vendor or to perform the Work by itsel£ Grantee agrees that this obligation survives the termination, regardless of whether for cause or convenience, or the expiration of the Contract and remains in effect until completed to the satisfaction of HHSC. 9. TRADEMARK LICENSE HHSC grants to Contractor, for the term of the Contract, a limited non-exclusive, royalty-free, non-assignable, non-transferable license to reproduce HHSC's trademarks on published materials in the United States related to the performance of the Contract, provided that such license is expressly conditional upon, and subject to, the following: A. Grantee is in compliance with all provisions of the Contract; B. Grantee's use of the trademarks is strictly in accordance with the quality standards and in conformance with the reproduction requirements set forth or as otherwise communicated by HHSC; C. Grantee takes no action to damage the goodwill associated with the trademarks, and refrains from any attempt to contest, attack, dispute, challenge, cancel and/or oppose HHSC's right, title and interest in the trademarks or their validity; D. Grantee makes no attempt to sublicense any rights under this trademark license; and E. Grantee complies with any marking requests HHSC may make in relation to the trademarks, including without limitation to use the phase "Registered Trademark," the registered trademark symbol "[�" for registered trademarks, and the system "TM" for unregistered trademarks. G DocuSign Envelope 10: D4E69EF8-6589-4CBE-61FD-E841D431C43B ATTACHMENT F HHSC ADDITIONAL PROVISIONS 10. TRADEMARK OWNERSHIP Grantee acknowledges and agrees that the trademarks remain the exclusive property of HHSC, that all right, title and interest in and to the trademarks is exclusively held by HHSC, and all goodwill associated with such trademarks inures solely to HHSC. 11. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS A. Grantee shall immediately report in writing to its assigned HHSC contract manager when Grantee learns of or has any reason to believe it or any person with ownership or controlling interest in Grantee, or their agent, employee, subcontractor or volunteer who is providing services under this Contract has: 1. Engaged in any activity that could constitute a criminal offense equal to or greater than a Class A misdemeanor or grounds for disciplinary action by a state or federal regulatory authority; or 2. Been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. B. Grantee shall not permit any person who engaged, or was alleged to have engaged, in any activity subj ect to reporting under this section to perform direct client services or have direct contact with clients, unless otherwise directed in writing by the System Agency. li. NOTICE OF IRS OR TWC INSOLVENCY Grantee shall notify in writing its assigned HHSC contract manager of any insolvency, incapacity or outstanding unpaid obligations of Grantee owed to the Internal Revenue Service (IRS) or the State of Texas, or any agency or political subdivision of the State of Texas within five days of the date of Grantee's becoming aware of such. 13. DISASTER SERVICES In the event of a local, state, or federal emergency, including natural, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster declared by the appropriate federal official, Grantee may be called upon to assist the System Agency in providing the following services: A. Expand, increase, or modify service delivery in impacted areas; B. Community evacuation; C. Health and medical assistance; D. Assessment of health and medical needs; E. Health surveillance; F. Medical care personnel; G. Health and medical equipment and supplies; H. Patient evacuation; I. In-hospital care and hospital facility status; J. Food, drug and medical device safety; �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C436 ATTACHMENT F HHSC ADDITIONAL PROVISIONS K. Worker health and safety; L. Mental health and substance abuse; M. Public health information; N. Vector control and veterinary services; and O. Victim identification and mortuary services. Disaster related services may not commence, or expenditures incurred, until System Agency provides Grantee with a written Notification to Proceed. The contract may be amended to incorporate additional funds and performance or reporting requirements to support disaster services in the event services must be expanded, increased, or modified. 14. NOTICE OF A LICENSE ACTION Grantee shall notify its assigned HHSC contract manager of any action impacting Grantee's license to provide services under this Contract within five days of becoming aware of the action and include the following: A. Reason for such action; B. Name and contact information of the local, state or federal department or agency or entity; C. Date of the license action; and D. License or case reference number. 1S. NOTION OF A CONTRACT ACTION Grantee will send notice to the Substance Use Disorder (SUD) email box, SubstanceAbusc.Contracts�hhsc.state.tx.us if Grantee has had any contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within five (5) business days of becoming aware of the action and include the following: A. Reason for such action; B. Name and contact information of the loca, state or federal department or agency or entity; C. Date of the contract; D. Date of suspension or termination; and E. Contract or case reference number. 16. CHILD ABUSE REPORTING REQUIREMENT Grantee will: A. Comply with child abuse and neglect reporting requirements in Texas Family Code Chapter 261. This section is in addition to and does not supersede any other legal obligation of the Grantee to report child abuse. B. Develop, implement and enforce a written policy that includes at a minimum the System Agency's Child Abuse Screening, Documenting, and Reporting Policy for Grantees/Providers and train all staff on reporting requirements. DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C43B ATTACHMENT F HHSC ADDITIONAL PROVISIONS 1. Use the System Agency Child Abuse Reporting Form located at https:llwww.dfps.state.tx.uslContact_Uslreport_abuse.asp as required by the System Agency. C. Retain reporting documentation on site and make it available for inspection by the System Agency. 17. ABUSE, NEGLECT, EXPLOITATION Grantee will; A. Take all steps necessary, to protect the health, safety and welfare of its clients and participants. B. Develop and implement written policies and procedures for abuse, neglect and exploitation. C. Notify appropriate authorities of any allegations of abuse, neglect or exploitation as required by 25 TAC § 448.703. 1H. GRANTEE'S NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL Within 10 business days, Grantee will submit notice to the SUD email box, SubstanceAbuse.Contracts cr,hhsc.state.tx.us and SUPrevention(c�hhs.texas.gov of any change in the Grantee's Contact Persons or Key Personnel. 19. NOTION OF ORGANIZATIONAL CHANGE Grantee will submit notice to the SUD email box, SubstanceAbuse.Contractsna,hhsc.state.t�c.us and SUPrevention (c�hhsc.state.tx.us within ten (10) business days of any change to Grantee's name, contact information, organizational structure, such as merger, acquisition, or change in form of business, legal standing, or authority to do business in Texas. 2O. SIGNIFICANT INCIDENTS In addition to notifying the appropriate authorities, Grantee will submit notice to the SUD email box, SubstanceAbuse.Contracts�hhsc.state.ts.us and SUPrevention�hhs.texas.� signifcant incidents involving substantial distruption of Grantee's program operation or affecting or potentially affecting the health, safety or welfare of the System Agency funded clients or participants within three calendar dys of discovery. 21. RESPONSIBILITIES AND RESTRICTIONS CONCERNING GOVERNING BODY, OFFICERS AND EMPLOYEES Grantee and its governing body will: A. Bear full responsibility for the integrity of the fscal and programmatic management of the organization. B. Be accountable for all funds and materials received from the System Agency. The responsibility of Grantee's governing body will also include accountability for compliance with the System Agency Rules, policies, procedures, and applicable federal and state laws and regulations; and correction of fiscal and program defciencies identified through self- evaluation and the System Agency's monitoring processes. C. Ensure separation of powers, duties, and functions of governing body members and staff. No member of Grantee's governing body, or officer or employee of Grantee will vote for, 0 )ocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C436 ATTACHMENT F HHSC ADDITIONAL PROVISIONS confirm or act to influence the employment, compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity (as defined in Texas Government Code Chapter 573) to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two years prior to the election, appointment or employment of the officer, employee, or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body, officers, and employees of Grantee's subcontractors. 22. DIRECT OPERATION System Agency may temporarily assume operations of a Grantee's program or programs funded under this Contract when the continued operation of the program by Grantee puts, at risk, the health or safety of clients and/or participants served by Grantee. 23. INTERIM EXTENSION AMENDMENT A. Prior to or on the expiration date of this Contract, the Parties agree that this Contract can be extended as provided under this Section, subject to the availability of funding. B. The System Agency will provide written notice of interim extension amendment to the Grantee under one of the following circumstances: 1. Continue provision of services in response to a disaster declared by the governor; or 2. To ensure that services to clients continue without interruption. C. The System Agency will provide written notice of the interim extension amendment that specifies the reason and length of time for the extension. D. Grantee will provide and invoice for services in the same manner as stated in the Contract. E. An interim extension under Section (b)(1) above will extend the term of the contract not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. F. An interim extension under Section (b)(2) above will be a one-time extension for time determined by the System Agency. 24. MEDICAL RECORDS RETENTION Grantee will; A. Retain medical records in accordance with 22 TAC § 165.1(b) or other applicable statutes, rules and regulations governing medical information. B. Retain and preserve records in accordance with applicable state and federal statutes, rules and regulations. C. Maintain all non-financial records that are generated or collected by Grantee under the provisions of this Contract for a period of at least seven years after the termination of this Contract. D. Retain the records in accordance with the federal retention period, if the federal retention period for services funded through Medicaid is more than seven years. 10 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B ATTACHMENT F HHSC ADDITIONAL PROVISIONS E. Retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. F. Include this provision concerning records retention in any subcontract it awards. G. Ensure that records relating to this Contract are securely stored and are accessible by the System Agency upon System Agency's request for at least seven years from the date Grantee ceases business or from the date this Contract terminates, whichever is sooner. H. Provide and update as necessary, the name and address of the party responsible for storage of records to the SUD email box, SubstanceAbuse.Contracts@hhsc.state.tx.us. 25. GRANTEE'S CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY MINIMUM STANDARDS Grantee certifes that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: A. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; B. Designating the property to which this Policy applies as a"designated area," which must at least comprise all buildings and structures where activities funded under this Contract are taking place, as well as Grantee owned, leased, or controlled sidewalks, parking lots, walkways, and attached parking structures immediately adjacent to this designated area; C. Applying to all employees and visitors in this designated area; and D. Providing for or referring its employees to tobacco use cessation services. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. 2G. ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY AND SECURITY STANDARDS A. Applicability The following Electronic and Information Resources (EIR) requirements apply to the Contract because the Grantee performs services that include EIR that the System Agency's employees are required or permitted to access or members of the public are required or permitted to access. This Section does not apply to incidental uses of EIR in the performance of the Agreement, unless the Parties agree that the EIR will become property of the State of Texas or will be used by HHSC's clients or recipients after completion of the Agreement. Nothing in this section is intended to prescribe the use of particular designs or technologies or to prevent the use of alternative technologies, provided they result in substantially equivalent or greater access to and use of a Product. B. Definitions 1."Accessibility Standards" means accessibility standards and specifications for Texas agency and institution of higher education websites and EIR set forth in 1 TAC Chapter 206 and/or Chapter 213. 2."Electronic and Information Resources" means information resources, including information resources technologies, and any equipment or interconnected system of 11 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C43B ATTACHMENT F HHSC ADDITIONAL PROVISIONS equipment that is used in the creation, conversion, duplication, or delivery of data or information. The term includes telephones and other telecommunications products, information kiosks, transaction machines, Internet websites, multimedia resources, and office equipment, including copy machines and fax machines. 3."Electronic and Information Resources Accessibility Standards" means the accessibility standards for electronic and information resources contained in 1 Texas Administrative Code Chapter 213. 4."Product" means information resources technology that is, or is related to EIR. 5."Web Site Accessibility Standards/Specifications" means standards contained in Volume 1 Tex. Admin. Code Chapter 206(c) Accessibility Requirements. Under Tex. Gov't Code Chapter 2054, Subchapter M, and implementing rules of the Texas Department of Information Resources, the System Agency must procure Products and services that comply with the Accessibility Standards when those Products are available in the commercial marketplace or when those Products are developed in response to a procurement solicitation. Accordingly, Grantee must provide electronic and information resources and associated Product documentation and technical support that comply with the Accessibility Standards. C. Evaluation, Testing and Monitoring 1. The System Agency may review, test, evaluate and monitor Grantee's Products and services, as well as associated documentation and technical support for compliance with the Accessibility Standards. Review, testing, evaluation and monitoring may be conducted before and after the award of a contract. Testing and monitoring may include user acceptance testing. Neither the review, testing (including acceptance testing), evaluation or monitoring of any Product or service, nor the absence of review, testing, evaluation or monitoring, will result in a waiver of the State's right to contest the Grantee's assertion of compliance with the Accessibility Standards. 2. Grantee agrees to cooperate fully and provide the System Agency and its representatives timely access to Products, records, and other items and information needed to conduct such review, evaluation, testing, and monitoring. D. Representations and Warranties 1. Grantee represents and warrants that: i. As of the Effective Date of the Contract, the Products and associated documentation and technical support comply with the Accessibility Standards as they exist at the time of entering the Agreement, unless and to the extentthe Parties otherwise expressly agree in writing; and ii. If the Products will be in the custodyof the state or a System Agency's client or recipient after the Contract expiration or termination, the Products will continue to comply with Accessibility Standards after the expiration or termination of the Contract Term, unless the System Agency or its clients or recipients, as applicable, use the Products in a manner that renders it noncompliant. 2. In the event Grantee becomes aware, or is notified that the Product or service and associated documentation and technical support do not comply with the Accessibility Standards, Grantee represents and warrants that it will, in a timely manner and at no cost to the System Agency, perform all necessary steps to satisfy the Accessibility 12 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 ATTACHMENT F HHSC ADDITIONAL PROVISIONS Standards, including remediation, replacement, and upgrading of the Product or service, or providing a suitable substitute. i. Grantee acknowledges and agrees that these representations and warranties are essential inducements on which the System Agency relies in awarding this Contract. ii. Grantee's representations and warranties under this subsection will survive the termination or expiration of the Contract and will remain in full force and effect throughout the useful life of the Product. E. Remedies 1. Under Tex. Gov't Code § 2054.465, neither the Grantee nor any other person has cause of action against the System Agency for a claim of a failure to comply with Tex. Gov't Code Chapter 2054, Subchapter M, and rules of the Department of Information Resources. 2. In the event of a breach of Grantee's representations and warranties, Grantee will be liable for direct, consequential, indirect, special, or liquidated damages and any other remedies to which the System Agency may be entitled under this Contract and other applicable law. This remedy is cumulative of any other remedies to which the System Agency may be entitled under this Contract and other applicable law. 27. EQUIPMENT, SUPPLIES AND PROPERTY A. Equipment Equipment is defined as tangible personal property having a useful lifetime of more than one year and a per-unit acquisition cost that exceeds $5,000 or more. Grantee will: 1. Inventory all equipment and report the inventory on the Grantees Property Inventory Form. 2. Initiate the purchase of all equipment, approved in writing by the System Agency, in the first quarter of the Contract or Contract term, as applicable. Failure to initiate purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Contract must be submitted to the SUD email box, SubstanceAbuse.Contracts(c�,hhsc.state.tx.us. B. Equipment List 1. All items of equipment to be purchased with funds under this Contract must be itemized in Grantee's equipment list as finally approved by the System Agency in the executed Contract. The equipment list must include: i. Description of the property; ii. Serial numer or other identification number; iii. Source of funding for the property (including the Federal Assistance Identifcation Number); iv. Who holds titile, v. Acquisition date and cost of the property; vi. Percentage of Federal particiapation of the project costs for the Federal award under which the property was acquired; 13 DocuSign Envelope ID: D4E69EF8-6589-4CBE-B1FD-E841D431C436 ATTACHiNENT F HHSC ADDITIONAL PROVISIONS vii. Location use and condition of the property; and viii. Any ultimate disposition data including the date of disposal and sale price of property. 2. Any changes to the approved equipment list in this Contract must be approved in writing by the System Agency prior to the purchase ofequipment. 3. Grantee will submit to the assigned contract manager, a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved, the System Agency will acknowledge its approval by means of a written amendment. C. Supplies 1. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies, drugs, janitorial supplies, offcesupplies, patient educational supplies, software, and any items of tangible personal property other than those defned as equipment above. 2. Tangible personal property includes controlled assets, including firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000, which includes 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 are also considered Supplies. 3. Prior approval by the System Agency of the purchase of Controlled Assets is not required, but such purchases must be reported on the Grantees Property Inventory Form. D. Property Inventory and Protection of Assets Grantee will; 1. Maintain an inventory of equipment, supplies defned as controlled assets, and property described in this Contract and submit to the assigned contract manager, upon request. 2. Maintain, repair and protect assets under this Contract to assure their full availability and usefulness. 3. If Grantee is indemnified, reimbursed or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, use the proceeds to repair or replace those assets. E. Assets as Collateral Prohibited Grantees will not encumber equipment purchased with System Agency funds without prior written approval from the System Agency. F. Bankruptcy In the event of bankruptcy, Grantee will; 1. Sever the System Agency property, equipment, and supplies in possession of Grantee from the bat�kruptcy, and title must revert to the System Agency. 2. When directed by the System Agency, return all such property, equipment and supplies to the System Agency. 3. Ensure that its subcontracts, if any, contain a specific provision requiring that in the 14 DocuSign Envelope ID: D4E69EF8-6589-4CBE-B1 FD-E841 D431 C436 ATTACHMENT F HHSC ADDITIONAL PROVISIONS event of the subcontractor's bankruptcy, the subcontractor must sever the System Agency property, equipment, and supplies in possession of the subcontractor from the bankruptcy, and title must revert to the System Agency, who may require that the property, equipment and supplies be returned to the System Agency. G. Title to Property At the expiration or termination of this Contact for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to System Agency. Title may be transferred to any other party designated by System Agency. The System Agency may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Grantee. H. Disposition of Property 1. Grantee will follow the procedures in the American Hospital Association's (AHA) "Estimated Useful Lives of Depreciable Hospital Assets" in disposing, at any time during or after the Contract term, of equipment purchased with the System Agency funds, except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state, or when the acquisition price of the equipment is equal to or greater than $5,000. 2. All other equipment not listed in the AHA reference (other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than $5,000) will be controlled by the requirements of UGMS. 3. If, prior to the end of the useful life, any item of equipment is no longer needed to perform services under this Contract, or becomes inoperable, or if the equipment requires licensure or registration or had an acquisition price equal to or greater than $5,000, Grantee will request disposition approval and instructions in writing from the contract manager assigned to this Contract. 4. After an item reaches the end of its useful life, Grantee will ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles, and any applicable federal guidance. I. Closeout of Equipment 1. At the end of the term of a Contract that has no additional renewals or that will not be renewed (Closeout), or when a Contract is otherwise terminated, Grantee will submit to the SUD email box, SubstanceAbuse.Contracts�hhsc.state.tx.us an inventory of equipment purchased with System Agency funds and request disposition instructions for such equipment. 2. All equipment purchased with System Agency funds must be secured by Grantee at the time of Closeout, or termination of this Contract, and must be disposed of according to the System Agency's disposition instructions, which may include return of the equipment to System Agency or transfer of possession to another System Agency Grantee, at Grantee's expense. J. Insurance In addition to the Insurance provision of the Uniform Terms and Conditions, Grantee will: 15 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 ATTACHMENT F HHSC ADDITIONAL PROVISIONS 1. Maintain insurance or other means of repairing or replacing assets purchased with System Agency funds. 2. Repair or replace with comparable equipment any such equipment not covered by insurance that is lost, stolen, damage or destroyed. If any insured equipment purchased with System Agency funds is lost, stolen, damaged or destroyed. 3. Notify the contract manager assigned to this Contract within 5 business days of learning of the lolss, to obtain instructions whether to submit and pursue an insurance claim. 4. Use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to System Agency. K. Travel The System Agency's travel policy will apply to all travel reimbursement if Grantee does not have a formal Travel Policy. If Grantee has a formal Travel Policy, Grantee will: 1. Submit Grantee's formal travel policy to be approved by the assigned contract manager. 2. Ensure travel policy specifies reimbursement limits for meals, lodging, and the mileage rate. 3. Ensure all travel costs are reasonable and necessary. 4. Ensure all out-of-state travel is approved by the assigned contract manager prior to travel. 5. Submit all out-of-state travel requests to the SUD email box, SubstanceAbuse.Contracts�hhsc.state.tx.us, at least, thirty (30) days prior to travel. L. Management and Control Systems Grantee will: l. Maintain an appropriate contract administration system to ensure that all terms, conditions, and specifications are met during the term of the contract through the completion of the closeout procedures. 2. Develop, implement, and maintain financial management and control systems that meet or exceed the requirements of Uniform Statewide Accounting System (UGMS). Those requirements and procedures include, at a minimum, the following: i. Financial planning, including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; ii. Financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Contract of this Contract, and original source documentation substantiating that costs are specifcally and solely allocable to a Contract and its Contract and are traceable from the transaction to the general ledger; iii. Effective internal and budgetary controls; iv. Comparison of actual costs to budget; determination of reasonableness, allowableness, and allocability of costs; v. Timely and appropriate audits and resolution of any fndings; vi. Billing and collection policies; and vii. Mechanism capable of billing and making reasonable efforts to collect from 16 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 ATTACHMENT F HHSC ADDITIONAL PROVISIONS clients and third parties. M. Property Acquistions System Agency funds must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable. N. Condition Precedent to Requesting Payment Grantee will disburse program income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting cash payments including any advance payments from the System Agency. O. Overtime Compensation 1. Except as provided in this section, Grantee will be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. 2. Funds provided under this Contract may be used to pay the premium portion of overtime only under the following conditions: i. With the prior written approval of System Agency; ii. Temporarily, in the case of an emergency or an occasional operationalbottleneck; iii. When employees are performing indirect functions, such as administration, maintenance, or accountmg; iv. In performance of tests, laboratory procedures, or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed; or v. When lower overall cost to System Agency will result. P. Fidelity Bond For the beneft of System Agency, Grantee is required to carry a fdelity bond or insurance coverage equal to the amount of funding provided under this Contract up to $100,000 that covers each employee of Grantee handling funds under this Contract, including person(s) authorizing payment of such funds. 1. The fidelity bond or insurance must provide for indemnification of losses occasioned by any fraudulent or dishonest act or acts committed by any of Grantee's employees, either individually or in concert with others, andlor failure of Grantee or any of its employees to perform faithfully hislher duties or to account properly for all monies and property received by virtue of hislher position or employment. The bond or insurance acquired under this section must include coverage for third party property. 2. Grantee will notify, and obtain prior approval from, the System Agency Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Q. Liability Coverage For the benefit of System Agency, Grantee will at all times maintain liability insurance coverage, referred to in Tex. Gov. Code § 2261.102, as "director and officer liability coverage" or similar coverage for all persons in management or governing positions within Grantee's i7 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 ATTACHMENT F HHSC ADDITIONAL PROVISIONS organization or with management or governing authority over Grantee's organization (collectively "responsible persons"). Grantee will: 1. Maintain copies of liability policies on site for inspection by System Agency and will submit copies of policies to System Agency upon request. 2. Maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of System Agency in the event an actionable act or omission by a responsible person damages System Agency's interests. 3. Notify, and obtain prior approval from, the System Agency Contract Oversight and Support Section before settling a claim on the insurance. R. Quality Management Grantee will: 1. Comply with quality management requirements as directed by the System Agency. 2. Develop and implement a Quality Management Plan (QMP) that conforms with 25 TAC § 448.504 and make the QMP available to System Agency upon request. The QMP must be developed no later than the end of the frst quarter of the Contract term. 3. Update and revise the QMP each biennium or sooner, if necessary. Grantee's governing body will review and approve the initial QMP, within the iirst quarter of the Contract term, and each updated and revised QMP thereafter. The QMP must describe Grantee's methods to measure, assess, and improve - i. Implementation of evidence-based practices, programs and research-based approaches to service delivery; ii. Client/participant satisfaction with the services provided by Grantee; iii. Service capacity and access to services; iv. Client/participant continuum of care; and v. Accuracy of data reported to the state. 4. Participate in continuous quality improvement (CQI) activities as defined and scheduled by the state including, but not limited to data verification, performing self- reviews; submitting self-review results and supporting documentation for the state's desk reviews; and participating in the state's onsite or desk reviews. 5. Submit plan of improvement or corrective action plan and supporting documentation as requested by System Agency. 6. Participate in and actively pursue CQI activities that support performance and outcomes improvement. 7. Respond to consultation recommendations by System Agency, which may include, but are not limited to the following: i. Staffng training; ii. Self-monitoring activities guided by System Agency, including use of quality management tools to self-identify compliance issues; and iii. Monitoring of performance reports in the System Agency electronic clinical management system S. Abuse, Neglect, Exploitation Grantee will: 18 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C436 ATTACHMENT F HHSC ADDITIONAL PROVISIONS 1. Take all steps necessary, to protect the health, safety and welfare of its clients and participants. 2. Develop and implement written policies and procedures for abuse, neglect and exploitation. 3. Notify appropriate authorities of any allegations of abuse, neglect, or exploitation as required by 25 TAC § 448.703. T. Personnel Requirements and Documentation Grantee will; 1. Maintain current personnel documentation on each employee. All documents must be factual and accurate. Health-related information must be stored separately with restricted access as appropriate under Tex. Gov. Code §552.102. training records may be stored separately from the main personnel f le but must be easily accessible upon request. Required documentation includes the following, as applicable: i. ii. iii. iv. v. vi. vii. A copy of the current job description signed by the employee; Application or resume with documentation of required qualifications and verification of required credentials; Verification of work experience; Annual performance evaluations; Personnel data that includes date hired, rate of pay, and documentation of all pay increases and bonuses; Documentation of appropriate screening and/or background checks, to include probation or parole documentation; Signed documentation of initial and other required training; and viii. Records of any disciplinary actions. 2. Document authentication must include signature, credentials when applicable, and date. If the document relates to past activity, the date of the activity must also be recorded. Documentation must be permanent and legible. When it is necessary to correct a required document, the error must be marked through with a single line, dated, and initialed by the writer. 2g. CLINICAL MANAGEMENT FOR BEHAVIORAL HEALTH SERVICES (CMBHS) SYSTEM The CMBHS is the official record of documentation by System Agency. Grantee shall: 1. request access to CMBHS via the CMBHS Helpline at (866) 806-7806. 2. use the CMBHS time frames specified by System Agency. 3. use System Agency-specified functionality of the CMBHS in its entirety. 4. submit all bills and reports to System Agency through the CMBHS, unless otherwise instructed A. Resources Grantee shall ensure that Grantee's employees have appropriate Internet access and an adequate number of computers of sufficient capabilities to use the CMBHS. Equipment purchased with System Agency funds must be inventoried, maintained in working order, and secured. 19 locuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 ATTACHMENT F HHSC ADDITIONAL PROVISIONS B. Security Administrator and Authorized Users Grantee shall: 1. Designate a Security Administrator and a back-up Security Administrator. The Security Administrator is required to implement and maintain a system for management of user accountsluser roles to ensure that all the CMBHS user accounts are current. 2. Have a security policy that ensures adequate system security and protection of confidential information. 3. Notify the CMBHS Help-desk within ten (10) business days of any change to the designated Security Administrator or the back-up Security Administrator. Grantee will: i. Ensure that access to CMBHS is restricted to only currently authorized users. ii. Within 24 hours, remove access to users who are no longer authorized to have access to secure data in CMBHS. iii. Maintain the CMBHS Authorized Users List which includes former and current Grantee's employees, contracted labor, subcontractors or any other users authorized to have access to secure data in CMBHS. The CMBHS Authorized Users List shall document whose authority has been added and terminated; and the date the authority was added and terminated. 4. Submit the CMBHS Security Attestation Form and the CMBHS Authorized Users List as stated in Attachment A, to the following e-mail address: SubstanceAbuse.Contracts(c�hhsc.state.tx.us. 5. continually maintain the current CMBHS Authorized Users List on file and make available to System Agency upon request within five business days. 6. immediately block access to CMBHS of any person who should no longer have access to CMBHS, due to severance of employment with Grantee or otherwise, i. immediately modify access when there is a change in a user's job responsibilities that affects the user's need for access to CMBHS, ii. update records on a daily basis to reflect any changes in account status. C. Security Violations and Accounts Updates Grantee will adhere to the Confidentiality Article requirements and HHS Data Usage Agreement of this contract and immediately contact System Agency if a security violation is detected, or if Grantee has any reason to suspect that the security or integrity of the CMBHS data has been or may be compromised in any way. D. Electronic Transfer of Information Grantee will establish and maintain adequate internal controls, security, and oversight for the approval and electronic transfer of information regarding payments and reporting requirements. Grantee certifies that the electronic payment requests and reports transmitted will contain true, accurate, and complete information. E. Access System Agency reserves the right to limit or deny access, to the CMBHS by Grantee, at any time for any reason deemed appropriate by System Agency. Grantee access to CMBHS will 20 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 ATTACHMENT F HHSC ADDITIONAL PROVISIONS be placed in inactive status when theGrantee ceases to have an executed contract with System Agency Mental Health and Substance Abuse Division. F. Customer Support and Training System Agency will provide support for the CMBHS, including problem tracking and problem resolution. System Agency will provide telephone numbers for Grantees to obtain access to expert assistance for CMBHS-related problem resolution. System Agency will provide initial CMBHS training. Grantee shall provide subsequent ongoing end-user training. 29. HIV/AIDS MODEL WORKPLACE GUIDELINES Grantee will: A. Implement the System Agency's policies based on the Human Immunodeficiency ViruslAcquired Immunodeficiency Syndrome (HIVIAIDS), AIDS Model Workplace Guidelines for Businesses at http:llwww.dshs.state.tx.uslhivstd/policylpolicies.shtm, State Agencies and State Grantees Policy No. 090.021. B. Educate employee and clients concerning HIV and its related conditions, including AIDS, in accordance with the Texas Health & Safety Code §§ 85.112-114. 3O. MEDICAID ENROLLMENT Treatment Grantees shall enroll as a provider with Texas Medicaid and Healthcare Partnership (TMHP) and all Medicaid Managed Care organizations in Grantee's service region within the first quarter of this procurement term and maintain through the procurement term. 31. BILLING FOR TREATMENT AND PAYMENT RESTRICTIONS Grantees will; A. Bill for only one intensity of service and service type (either outpatient or residential) per client per day B. Not bill for an intensity of service and service type if another System Agency-funded Treatment Grantee is providing and billing System Agency for another intensity of service and service type. The following are the exception to item b.: A client may receive; i. co-occuning psychiatric / substance use disorder services, ii. ambulatory detoxification, or iii. opioid substitution therapy services, at the same time the client receives SUD outpatient or residential treatment services or items 1-3 listed above. If two Grantees provide services to the same client under this exception, the Grantees must coordinate services and both Grantees must document the service coordination in CMBHS. 32. SUBSTANCE ABUSE BLOCK GRANT (SABG� REQUIREMENTS Grantee will comply with the requirements of the SABG, including the restrictions on expenditure of grant funds, stated in 45 CFR § 96.135 and the Notice of Grant Award: The State shall not expend the Block Grant on the following activities: 21 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B ATTACHMENT F HHSC ADDITIONAL PROVISIONS A. To provide inpatient hospital services, except as provided in �aragraph (c) of this section; B. To make cash payments to intended recipients of health services; C. To purchase or improve land, purchase, construct, or permanently improve (other than minor remodeling) any building or other facility, or purchase major medical equipment; D. To satisfy any requirement for the expenditure of non-Federal funds as a condition for the receipt of Federal funds; E. To provide financial assistance to any entity other than a public or nonprofit private entity; or F. To provide individuals with hypodermic needles or syringes so that such individuals may use illegal drugs, unless the Surgeon General of the Public Health Service determines that a demonstration needle exchange program would be effective in reducing drug abuse and the risk that the public will become infected with the etiologic agent for AIDS. 33. MATCH AND PROGRAM INCOME Grantee will: A. Contribute match that is, at minimum, the percentage, stated on Attachment B, of Total System Agency Share unless otherwise stated on Attachment B. B. Report match on each Financial Status Report (FSR) or Quarterly Match Report, including description, source, and dollar amount in the FSR comment section for the non-System Agency funding and in-kind contributions for the program or as directed by System Agency. C. Adhere to the Program Income requirements in Uniform Grants Management Standards (UGMS) or Texas Grant Management Standards (TxGMS) as appropriate. D. Not use program income as match without prior approval of the contract manager assigned to the Contract. E. If the match ratio requirement is not met by the beginning of the last three months ofthe term of the Contract, System Agency may withhold or reduce payments to satisfy match insufficiency or demand a refund of the amount of the match insufficiency. 34. CONTRACT RECONCILIATION Grantee, within 45 calendar days after the end of each fiscal term year, will submit to the System Agency email box, SubstanceAbuse.Contracts�hhsc.state.tx.us, financial and reconciliation reports required by System Agency in forms as determined by System Agency. 3S. BREACH OF CONTRACT AND LIQUIDATED DAMAGES A. Contract Monitoring System Agency: 1. Will monitor Grantee for programmatic and financial compliance with this Contract and; 22 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 ATTACHMENT F HHSC ADDITIONAL PROVISIONS 2. May impose liquidated damages for any breach of this Contract. 3. But its discretion, may place Grantee on accelerated monitoring, which entails more frequent or more extensive monitoring than ordinarily conducted by System Agency. 4. May allow the Grantee the opportunity to correct identified deficiencies prior to imposing actions stated in this section. B. Liquidated Damages. Grantee agrees that noncompliance with the requirements specifed in the Contract causes damages to System Agency that are difficult to ascertain and quantify. Grantee further agrees that System Agency may impose liquidated damages each month for so long as the noncompliance continues. Failure to comply with any of the Contract requirements, System Agency may impose liquidated damages of: 1. $500 for the first occurrence of noncompliance during a fiscal year; 2. $750 for the second occurrence of noncompliance with the same requirement during the same fiscal year; and 3. $1,000 for the third and subsequent occurrence(s) of noncompliance with the same requirement during the same fiscal year. C. Grantee Repayment System Agency may withhold payments to Grantee to satisfy any recoupment or liquidated damage imposed by System Agency under this Article. System Agency may take repayment from funds available under this Contract, active or expired, or any subsequent renewal, in amounts necessary to fulfill Grantee's repayment obligations. D. Notice of Liquidated Damages System Agency will formally notify Grantee in writing when liquidated damages action is imposed, stating the nature of the action, the reasons for imposing, and the method of appealing. Grantee must submit a written appeal, within ten (10) calendar days of receipt of the notice, to the SUD email box, SubstanceAbuse.Contracts(c�,hhsc.state.tx.us. A submitted appeal must; 1. Include documented proof that Grantee submitted the information by the due date or received an exemption from the assigned contract manager. 2. Demonstrate the fndings on which the Liquidated Damage is based are either invalid or do not warrant the action(s). If System Agency determines the liquidated damage is warranted, System Agency's decision is final and the remedy or sanction shall be imposed. 23 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C43B ATTACHMENT F HHSC ADDITIONAL PROVISIONS REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 24 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B ATTACHMENT G DATA USE AGREEMENT ARTICLE 1. PURPOSE AND APPLICABILITY The purpose of this Data Use Agreement (DUA) is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with Contractor, and describe Contractor's rights and obligations with respect to the Confidential Information and the limited purposes for which the Contractor may create, receive, maintain, use, disclose or have access to Confidential Information. 45 CFR 164.504(e)(1)-(3) This DUA also describes the System Agency's remedies in the event of Contractor's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of the System Agency, HHS, its programs or clients as described in the Base Contract. The Texas Health and Human Services Commission (HHSC) has the right to exercise all powers granted hereunder on behalf of the System Agency. ARTICLE 2. DEFINITIONS For the purposes of this DUA, the following terms have the meanings set forth in the following: Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (42 U.S.C. § 1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments, regulations and guidance issued thereafter; The Social Security Act, including Section 1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code, Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas Government Code §2054.1125. In addition, the following terms in this DUA are defined as follows: "Authorized Purpose" means the specific purpose or purposes described in the Scope of Work of the Base Contract for Contractor to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. "Authorized User" means a Person: (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential Information pursuant to this DUA; (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 create, receive, maintain, use, disclose or have access to on behalf of System Agency that consists of or includes any or all of the following: (1) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information; (2) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; HHS Data Use Agreement LJNIVERSITY OF TEXAS SYSTEM VERSION 10.24.2019 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B (3) (4) (5) (6) Federal Tax Information; Personally Identifable Information; Social Security Administration Data, including, without limitation, Medicaid information; All privileged work product; (7) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. "Legally Authorized Representative" of the Individual, as defined by Texas law, including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code § 166.164; Estates Code Ch. 752 and Texas Prob. Code § 3. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION Section 3.01 Obligations of Contractor Contractor agrees that: (A) Contractor will exercise reasonable care and no less than the same degree of care Contractor uses to protect its own confidential, proprietary and trade secret information to prevent any portion of the Confidential Information from being used in a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(b)(1); 45 CFR 164.514(d) (B) Contractor will not, without System Agency's prior written consent, disclose or allow access to any portion of the Confidential Information to any Person or other entity, other than Authorized User's Workforce or Subcontractors of Contractor who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Event or Breach to Contractor's management, to carry out the Authorized Purpose or as Required by Law. All of Contractor's Authorized Users, Workforce and Subcontractors with access to a state computer system or database will complete a cybersecurity training program certifed under Texas Government Code Section 2054.519 by the Texas Department of Information Resources. System Agency, at its election, may assist Contractor in training and education on specific or unique System Agency processes, systems and/or requirements. Contractor will produce evidence of completed training to System Agency upon request. 45 C.F.R. 164.308(a)(S)(i); Texas Health & Safery Code �181.101 (C) Contractor will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. Contractor will maintain evidence of sanctions and produce it to System Agency upon request. 45 C.F.R. 164.308(a)(1)(ii)(C); 164.530(e); 164.410(b); 164.530(b)(1) (D) Contractor will not, without prior written approval of System Agency, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying System Agency so that System Agency may have the opportunity to object to the disclosure or access and seek appropriate relief. If System Agency objects to such disclosure or access, Contractor will refrain from disclosing or providing access to the Confidential Information until System Agency has exhausted all alternatives for relief. 45 CFR 164.504(e)(2)(ii)(A) (E) Contractor will not attempt to re-identify or further identify Confidential Information or De-identified Information, or attempt to contact any Individuals whose records are contained in the Confidential Information, except for an Authorized Purpose, without express written authorization from System Agency or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and (ii) HHS Data Use Agreement UNIVERSITY OF TEXAS SYSTEM VERSION 10.24.2019 Page 2 of 10 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C43B (F) Contractor will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) and (4); Texas Health & Safery Code Ch. 181.002 (G) Contractor will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information, on behalf of Contractor without requiring that Subcontractor first execute the Form Subcontractor Agreement, Attachment 1, which ensures that the Subcontractor will comply with the identical terms, conditions, safeguards and restrictions as contained in this DUA for PHI and any other relevant Confidential Information and which permits more strict limitations; and 45 CFR 164.502(e)(1)(1)(ii); 164.504(e)(1)(i) and (2) (H) Contractor is directly responsible for compliance with, and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential Information and, to the extent permitted by law, 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. (I) If Contractor maintains PHI in a Designated Record Set, Contractor will make PHI available to System Agency in a Designated Record Set or, as directed by System Agency, provide PHI to the Individual, or Legally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Privacy Regulations. Contractor will make other Confidential Information in Contractor's possession available pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach of Unsecured PHI as defined in HIPAA. 45 CFR 164.524and 164.504(e)(2)(ii)(E) (J) Contractor will make PHI as required by HIPAA available to System Agency for amendment and incorporate any amendments to this information that System Agency directs or agrees to pursuant to the HIPAA. 45 CFR 164.504(e)(2)(ii)(E) and (F) (K) Contractor will document and make available to System Agency the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations. 45 CFR 164.504(e)(2)(ii)(G) and 164.528 (L) If Contractor receives a request for access, amendment or accounting of PHI by any Individual subject to this DUA, it will promptly forward the request to System Agency; however, if it would violate HIPAA to forward the request, Contractor will promptly notify System Agency of the request and of Contractor's response. Unless Contractor is prohibited by law from forwarding a request, System Agency will respond to all such requests, unless System Agency has given prior written consent for Contractor to respond to and account for all such requests. 45 CFR 164.504(e)(2) (M) Contractor will provide, and will cause its Subcontractors and agents to provide, to System Agency periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308; 164.530(c); 1 TAC 202 (N) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, Contractor may use or disclose PHI for the proper management and administration of Contractor or to carry out Contractor's legal responsibilities if: 45 CFR 164.504(e)(ii)(1)(A) (1) Disclosure is Required by Law, provided that Contractor complies with Section 3.01(D); (2) Contractor obtains reasonable assurances from the Person to whom the information is disclosed that the Person will: (a) Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person; and HHS Data Use Agreement UNIVERSITY OF TEXAS SYSTEM VERSION 10.24.2019 Page 3 of 10 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B (c) Notify Contractor in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 45 CFR 164.504(e)(4)(ii)(B) (0) Except as otherwise limited by this DUA, Contractor will, if requested by System Agency, use PHI to provide data aggregation services to System Agency, as that term is defined in the HIPAA, 45 C.F.R. § 164.501 and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B) (P) Contractor will, on the termination or expiration of this DUA or the Base Contract, at its expense, return to System Agency or Destroy, at System Agency's election, and to the extent reasonably feasible and permissible by law, all Confidential Information received from System Agency or created or maintained by Contractor or any of Contractor's agents or Subcontractors on System Agency's behalf if that data contains Confidential Information. Contractor will certify in writing to System Agency that all the Confidential Information that has been created, received, maintained, used by or disclosed to Contractor, has been Destroyed or returned to System Agency, and that Contractor and its agents and Subcontractors have retained no copies thereo£ Notwithstanding the foregoing, Contractor acknowledges and agrees that it may not Destroy any Confidential Information if federal or state law, or System Agency record retention policy or a litigation hold notice prohibits such Destruction. If such return or Destruction is not reasonably feasible, or is impermissible by law, Contractor will immediately notify System Agency of the reasons such return or Destruction is not feasible, and agree to extend indefinitely the protections of this DUA to the Coniidential Information and limit its further uses and disclosures to the purposes that make the retum of the Confidential Information not feasible for as long as Contractor maintains such Confidential Information. 45 CFR 164.504(e)(2)(ii)(J) (Q) 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) (R) If Contractor accesses, transmits, stores, and/or maintains Confdential Information, Contractor will complete and return to System Agency at infosecurity@hhsc.state.tac.t�s the System Agency information security and privacy initial inquiry (SPI) at Attachment 2. The SPI identifies basic privacy and security controls with which Contractor must comply to protect System Agency Confidential Information. Contractor will comply with periodic security controls compliance assessment and monitoring by System Agency as required by state and federal law, based on the type of Coniidential Information Contractor creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk. Contractor's security controls will be based on the National Institute of Standards and Technology (NIST) Special Publication 800-53. Contractor will update its security controls assessment whenever there are significant changes in security controls for System Agency Confidential Information and will provide the updated document to System Agency. System Agency also reserves the right to request updates as needed to satisfy state and federal monitoring requirements. 45 CFR 16�.306 (S) Contractor will establish, implement and maintain any and all appropriate procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality, integrity, and availability of the Confidential Information, and with respect to PHI, as described in the HIPAA Privacy and Security Regulations, or other applicable laws or regulations relating to Confidential Information, to prevent any unauthorized use or disclosure of Confidential Information as long as Contractor has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards); 164.530(c)(privacy safeguards) (T) Contractor will designate and identify, subject to System Agency approval, 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 HHS Data Use Agreement UNIVERSITY OF TEXAS SYSTEM VERSION 10.24.2019 Page 4 of 10 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C438 number and e-mail address for such designated officials to System Agency upon execution of this DUA and prior to any change. 45 CFR 164.308(a)(2) (U) Contractor represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further, that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.502; 164.514(d) (V) Contractor and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they agreed to be bound by the terms of this DUA, at all times and supply it to System Agency, as directed, upon request. (W) Contractor will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach, to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the DUA. 45 CFR 164.308; 164.316; 164.514(d); 164.530(i) (1) (X) Contractor will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Coni►dential Information received from, created by, or received, used or disclosed by Contractor on behalf of System Agency for System Agency's review and approval within 30 days of execution of this DUA and upon request by System Agency the following business day or other agreed upon time frame. 45 CFR 164.308; 164.514(d) (Y) Contractor will make available to System Agency any information System Agency requires to fulfill System Agency's obligations to provide access to, or copies of, PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. Contractor will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary, or other federal or state law. 45 CFR 164.504(e)(2)(i)(I) (Z) Contractor will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form. A secure transmission of electronic Confidential Information in motion includes secure File Transfer Protocol (SFTP) or Encryption at an appropriate level or otherwise protected as required by rule, regulation or law. System Agency Confidential Information at rest requires Encryption unless there is adequate administrative, technical, and physical security, or as otherwise protected as required by rule, regulation or law. All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system, media or device security and/or Encryption must be produced to System Agency no later than 48 hours after System Agency's written request in response to a compliance investigation, audit or the Discovery of an Event or Breach. Otherwise, requested production of such proof will be made as agreed upon by the parties. De-identification of System Agency Confidential Information is a means of security. With respect to de-identification of PHI, "secure" means de-identifed according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312; 164.530(d) (AA) Contractor will comply with the following laws and standards if applicable to the type of Conftdential Information and Contractor's Authorized Purpose: • 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); HHS Data Use Agreement UNIVERSITY OF TEXAS SYSTEM VERSION 10.24.2019 Page 5 of 10 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 • The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DUA; • Internal Revenue Publication 1075 - Tax Information Security Guidelines for Federal, State and Local Agencies; • National Institute of Standards and Technology (NIST) Special Publication 800-66 Revision 1 - An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A - Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 800-47 - Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88, Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI; • Texas Business and Commerce Code Chapter 521; and • Any other State or Federal law, regulation, or administrative rule relating to the specific System Agency program area that Contractor supports on behalf of System Agency. ARTICLE 4. BREACH NOTICE, REPORTING AND CORRECTION REQUIREMENTS Section 4.01. Breach or Event Notification to System Agency. 45 CFR 164.400-414 (A) Contractor will cooperate fully with System Agency in investigating, mitigating to the extent practicable and issuing notifications directed by System Agency, for any Event or Breach of Confidential Information to the extent and in the manner determined by System Agency. (B) Contractor's obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues, until all effects of the Event are mitigated to System Agency's satisfaction (the "incident response period"). 45 CFR 164.404 (C) Breach Notice: l. Initial Notice. a. For federal information, including without limitation, Federal Tax Information, Social Security Administration Data, and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after Discovery, or in a timejrame otherwise approved by System Agency in writing, initially report to System Agency's Privacy and Security Officers via email at: privacy@HHSC.state.tx.us and to the System Agency division responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, S U.S.C. � 552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contr•acts for information exchange. b. Report all infortnation reasonably available to Contractor about the Event or Breach of the privacy or security of Confidential Information. 45 CFR 164.410 c. Name, and provide contact information to System Agency for, Contractor's single point of contact who will communicate with System Agency both on and off business hours during the incident response period. HHS Data Use Agreement UNIVERSITY OF TEXAS SYSTEM VERSION 10.24.2019 Page 6 of 10 DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 2. 48-Hour Formal Notice. No later than 48 consecutive clock hours after Discovery, or a time within which Discovery reasonably should have been made by Contractor of an Event or Breach of Confidential Information, provide formal notification to the State, including all reasonably available information about the Event or Breach, and Contractor's investigation, including without limitation and to the extent available: For (a) -(m) below: 45 CFR 164.400- 414 a. The date the Event or Breach occuned; b. The date of Contractor's and, if applicable, Subcontractor's Discovery; c. A brief description of the Event or Breach; including how it occurred and who is responsible (or hypotheses, if not yet determined); d. A brief description of Contractor's investigation and the status of the investigation; e. A description of the types and amount of Confidential Information involved; 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 detertnined 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 System Agency 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 System Agency'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); j. The steps Contractor has taken, or will take, to prevent or reduce the likelihood of recurrence of a similar Event or Breach; k. Identify, describe or estimate of the Persons, Workforce, Subcontractor, or Individuals and any law enforcement that may be involved in the Event or Breach; l. A reasonable schedule for Contractor to provide regular updates to the foregoing in the future for response to the Event or Breach, but no less than every three (3) business days or as otherwise directed by System Agency, including information about risk estimations, reporting, notification, if any, mitigation, corrective action, root cause analysis and when such activities are expected to be completed; and m. Any reasonably available, pertinent information, documents or reports related to an Event or Breach that System Agency requests following Discovery. Section 4.02 Investigation, Response and Mitigation. For A-F below: 45 CFR 164.308, 310 and 312; 164.530 (A) Contractor will immediately conduct a full and complete investigation, respond to the Event or Breach, commit necessary and appropriate staff and resources to expeditiously respond, HHS Data Use Agreement UNIVERSITY OF TEXAS SYSTEM VERSION 10.24.2019 Page 7 of 10 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C436 and report as required to and by System Agency for incident response purposes and for purposes of System Agency's compliance with report and notification requirements, to the satisfaction of System Agency. (B) Contractor will complete or participate in a risk assessment as directed by System Agency following an Event or Breach, and provide the final assessment, corrective actions and mitigations to System Agency for review and approval. (C) Contractor will fully cooperate with System Agency to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. (D) Contractor will fully cooperate with System Agency's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any Confdential Information, including complying with reasonable corrective action or measures, as specified by System Agency in a Corrective Action Plan if directed by System Agency under the Base Contract. Section 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code �521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 (Authorities) (A) System Agency may direct Contractor to provide Breach notification to Individuals, regulators or third-parties, as specified by System Agency following a Breach. (B) Contractor must obtain System Agency's prior written approval of the time, manner and content of any notification to Individuals, regulators or third-parties, or any notice required by other state or federal authorities, including without limitation, Texas Business and Commerce Code, Chapter 521.053(b) and HIPAA. Notice letters will be in Contractor's name and on Contractor's letterhead, unless otherwise directed by System Agency, and will contain contact information, including the name and title of Contractor's representative, an email address and a toll-free telephone number, for the Individual to obtain additional information. (C) Contractor will provide System Agency with copies of distributed and approved communications. (D) Contractor will have the burden of demonstrating to the satisfaction of System Agency that any notification required by System Agency 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 System Agency delegates notice requirements to Contractor, System Agency 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. GENERAL PROVISIONS Section 5.01 Ownership of Confdential Information Contractor acknowledges and agrees that the Confidential Information is and will remain the property of System Agency. Contractor agrees it acquires no title or rights to the Confidential Information. Section 5.02 System Agency Commitment and Obligations System Agency 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 System Agency. Section 5.03 System Agency Right to Inspection At any time upon reasonable notice to Contractor, or if System Agency determines that Contractor has violated this DUA, System Agency, directly or through its agent, will have the right to inspect the HHS Data Use Agreement UNIVERSITY OF TEXAS SYSTEM VERSION 10.24.2019 Page 8 of l0 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 facilities, systems, books and records of Contractor to monitor compliance with this DUA. For purposes of this subsection, System Agency's agent(s) include, without limitation, the System Agency, HHS Office of the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal counsel or other designee. Section 5.04 Term; Termination of DUA; Survival (A) System Agency may immediately terminate the Contract upon a material violation of this DUA. (B) Termination or Expiration of the Contract will not relieve Contractor of its obligation to return or Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the Confidential Information until such time as determined by System Agency. (D) If System Agency determines that Contractor has violated a material term of this DUA; System Agency may in its sole discretion: 1. Exercise any of its rights including but not limited to reports, access and inspection under this DUA or as otherwise provided under the Contract; or 2. Require Contractor to submit to a corrective action plan, including a plan for monitoring and plan for reporting, as System Agency may determine necessary to maintain compliance with this DUA; or 3. Provide Contractor with a reasonable period to cure the violation as determined by System Agency; or 4. Terminate the Contract immediately, and seek relief in a court of competent jurisdiction. (E) If neither termination nor cure is feasible, HHS shall report the violation to the Secretary. (F) The duties of Contractor or its Subcontractor under this DUA survive the expiration or termination of Contract until all the Confidential Information is destroyed or returned to System Agency, as required by this DUA. Section 5.05 Injunctive Relief (A) Contractor acknowledges and agrees that System Agency may suffer irreparable injury if Contractor or its Subcontractor fails to comply with any of the terms of this DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information. (B) Contractor further agrees that monetary damages may be inadequate to compensate System Agency for Contractor's or its Subcontractor's failure to comply. Accordingly, Contractor agrees that System Agency 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. Section 5.06 Indemnification TO THE EXTENT PERMITTED BY LAW, CONTRACTOR WILL INDEMNIFY, DEFEND AND HOLD HARMLESS SYSTEM AGENCY AND ITS RESPECTIVE EXECUTIVE COMMISSIONER, EMPLOYEES, SUBCONTRACTORS, AGENTS (INCLUDING OTHER STATE AGENCIES ACTING ON BEHALF OF SYSTEM AGENC� OR OTHER MEMBERS OF ITS WORKFORCE (EACH OF THE FOREGOING HEREINAFTER REFERRED TO AS HHS Data Use Agreement UNIVERSITY OF TEXAS SYSTEM VERSION 10.24.2019 Page 9 of 10 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 "INDEMNIFIED PARTY") AGAINST ALL ACTUAL AND DIRECT LOSSES SUFFERED BY THE INDEMNIFIED PARTY AND ALL LIABILITY TO THIRD PARTIES ARISING FROM OR IN CONNECTION WITH ANY BREACH OF THIS DUA OR FROM ANY ACTS OR OMISSIONS RELATED TO THIS DUA BY CONTRACTOR OR ITS EMPLOYEES, DIRECTORS, OFFICERS, SUBCONTRACTORS, OR AGENTS OR OTHER MEI�IBERS OF ITS WORKFORCE. THE DUTY TO INDEMNIFY, DEFEND AND HOLD HARMLESS IS INDEPENDENT OF THE DUTY TO INSURE AND CONTINUES TO APPLY EVEN IN THE EVENT INSURANCE COVERAGE REQUIRED, IF ANY, IN THE DUA OR BASE CONTRACT IS DENIED, OR COVERAGE RIGHTS ARE RESERVED BY ANY INSURANCE CAR�t1ER. UPON DEMAND, CONTRACTOR WILL REIMBURSE SYSTEM AGENCY FOR ANY AND ALL LOSSES, LIABILITIES, LOST PROFITS, FINES, PENALTIES, COSTS OR EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) WHICH MAY FOR ANY REASON BE IMPOSED UPON ANY INDEMMFIED PARTY BY REASON OF ANY SUIT, CLAIM, ACTION, PROCEEDING OR DEMAND BY ANY THIRD PARTY TO THE EXTENT CAUSED BY AND WHICH RESULTS FROM THE CONTRACTOR'S FAILURE TO MEET ANY OF ITS OBLIGATIONS UNDER THIS DUA. TO THE EXTENT PERMITTED BY LAW, CONTRACTOR'S OBLIGATION TO DEFEND, INDEMNIFY AND HOLD HARMLESS ANY INDEMNIFIED PARTY WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS DUA. Section 5.07 Insurance As an agency of the State of Texas, Contractor hereby agrees to maintain the highest levels of insurance as required by applicable law. Contractor is self-insured with respect to Worker's Compensation Insurance (Texas Labor Code title 5, Chapter 503, Workers' Compensation Insurance for Employees of The University of Texas System). Under the law of the State of Texas, Contractor is unable to obtain Employer's Liability, Comprehensive General or Public Liability, and Comprehensive Automobile Insurance. In lieu of this, the Texas Tort Claims Act provides for remedies against the State for legal proceedings for claimants for personal injuries or death (Texas Civil Code Title 5, Chapter 101, Governmental Liability). Section 5.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, including but not limited to requirements to insure and/or indemnify System Agency, if any legal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract violation, Event, Breach, default, misrepresentation, or injunctive action, in connection with any of the provisions of this DUA, each party will bear their own legal expenses and the other cost incurred in that action or proceeding. Section 5.09 Automatic Amendment and Interpretation Upon the effective date of any amendment or issuance of additional regulations to HIPAA, or any other law applicable to Confidential Information, this DUA will automatically be amended so that the obligations imposed on System Agency or Contractor remain in compliance with such requirements. Any ambiguity in this DUA will be resolved in favor of a meaning that permits System Agency and Contractor to comply with HIPAA or any other law applicable to Confidential Information. HHS Data Use Agreement UNIVERSITY OF TEXAS SYSTEM VERSION 10.24.2019 Page l0 of 10 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B ATTACHMENT 1. SUBCONTRACTOR AGREEMENT FORM System Agency CONTRACT NUMBER The DUA between System Agency and Contractor establishes the permitted and required uses and disclosures of Confidential Information by Contractor. Contractor has subcontracted with (SUBContractor) for performance of duties on behalf of CONTACTOR which are subject to the DUA. SUBContractor acknowledges, understands and agrees to be bound by the identical terms and conditions applicable to Contractor under the DUA, incorporated by reference in this Agreement, with respect to System Agency Confidential Information. Contractor and SUBContractor agree that System Agency is a third-party beneficiary to applicable provisions of the subcontract. System Agency has the right but not the obligation to review or approve the terms and conditions of the subcontract by virtue of this Subcontractor Agreement Form. Contractor and SUBContractor assure System Agency that any Breach or Event as defined by the DUA that SUBContractor Discovers will be reported to System Agency by Contractor in the time, manner and content required by the DUA. If Contractor knows or should have known in the exercise of reasonable diligence of a pattern of activity or practice by SUBContractor that constitutes a material breach or violation of the DUA or the SUBContractor's obligations Contractor will: l. Take reasonable steps to cure the violation or end the violation, as applicable; 2. If the steps are unsuccessful, terminate the contract or arrangement with SUBContractor, if feasible; 3. Notify System Agency immediately upon reasonably discovery of the pattern of activity or practice of SUBContractor that constitutes a material breach or violation of the DUA and keep System Agency reasonably and regularly informed about steps Contractor is taking to cure or end the violation or terminate SUBCONTACTOR's contract or arrangement. This Subcontractor Agreement Form is executed by the parties in their capacities indicated below. CONTRACTOR BY: NAME: TITLE: DATE SUBCONTRACTOR BY: NAME' TITLE• 201 . DATE: DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C438 OMB Number: 4040-0007 Expiration Date: 02/28/2025 ASSURANCES - NON-CONSTRUCTION PROGRAMS Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0040), Washington, DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the awarding agency. Further, certain Federal awarding agencies may require applicants to certify to additional assurances. If such is the case, you will be notified. As the duly authorized representative of the applicant, I certify that the applicant: 1. Has the legal authority to apply for Federal assistance and the institutional, managerial and financial capability (including funds sufficient to pay the non-Federal share of project cost) to ensure proper planning, management and completion of the project described in this application. 2. Will give the awarding agency, the Comptroller General of the United States and, if appropriate, the State, through any authorized representative, access to and the right to examine all records, books, papers, or documents related to the award; and will establish a proper accounting system in accordance with generally accepted accounting standards or agency directives. 3. Will establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain. 4. Will initiate and complete the work within the applicable time frame after receipt of approval of the awarding agency. 5. Will comply with the Intergovernmental Personnel Act of 1970 (42 U.S.C. §§4728-4763) relating to prescribed standards for merit systems for programs funded under one of the 19 statutes or regulations specified in Appendix A of OPM's Standards for a Merit System of Personnel Administration (5 C.F.R. 900, Subpart F). 6. Will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C.§§1681- 1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; (d) the Age Discrimination Act of 1975, as amended (42 U. S.C. §§6101-6107), which prohibits discrimination on the basis of age; (e) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (� the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (g) §§523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (i) any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and, Q) the requirements of any other nondiscrimination statute(s) which may apply to the application. Will comply, or has already complied, with the requirements of Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646) which provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of Federal participation in purchases. 8. Will comply, as applicable, with provisions of the Hatch Act (5 U.S.C. §§1501-1508 and 7324-7328) which limit the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. Previous Edition Usable Standard Fortn 4246 (Rev. 7-97) Authorized for Local Reproduction Prescribed by oM6 Circular A-1oz DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B g. Will comply, as applicable, with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance Bacon Act (40 U.S.C. §§276a to 276a-7), the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended (16 U.S.C. §470), EO 11593 Work Hours and Safety Standards Act (40 U.S.C. §§327- (identification and protection of historic properties), and 333), regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of construction subagreements. 1974 (16 U.S.C. §§469a-1 et seq.). 10. Will comply, if applicable, with flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234) which requires recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of insurable construction and acquisition is $10,000 or more. 11. Will comply with environmental standards which may be prescribed pursuant to the following: (a) institution of environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190) and Executive Order (EO) 11514; (b) notification of violating facilities pursuant to EO 11738; (c) protection of wetlands pursuant to EO 11990; (d) evaluation of flood hazards in floodplains in accordance with EO 11988; (e) assurance of project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972 (16 U.S.C. §§1451 et seq.); (� conformity of Federal actions to State (Clean Air) Implementation Plans under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); (g) protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended (P.L. 93-523); and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93- 205). 12. Will comply with the Wld and Scenic Rivers Act of 1968 (16 U.S.C. §§1271 et seq.) related to protecting components or potential components of the national wild and scenic rivers system. 14. Will comply with P.L. 93-348 regarding the protection of human subjects involved in research, development, and related activities supported by this award of assistance. 15. Will comply with the Laboratory Animal Welfare Act of 1966 (P.L. 89-544, as amended, 7 U.S.C. §§2131 et seq.) pertaining to the care, handling, and treatment of warm blooded animals held for research, teaching, or other activities supported by this award of assistance. 16. Will comply with the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. §§4801 et seq.) which prohibits the use of lead-based paint in construction or rehabilitation of residence structures. 17. Will cause to be performed the required financial and compliance audits in accordance with the Single Audit Act Amendments of 1996 and OMB Circular No. A-133, "Audits of States, Local Governments, and Non-Profit Organizations." 18. Will comply with all applicable requirements of all other Federal laws, executive orders, regulations, and policies governing this program. �g_ Will comply with the requirements of Section 106(g) of the Trafficking Victims Protection Act (TVPA) of 2000, as amended (22 U.S.C. 7104) which prohibits grant award recipients or a sub-recipient from (1) Engaging in severe forms of trafficking in persons during the period of time that the award is in effect (2) Procuring a commercial sex act during the period of time that the award is in effect or (3) Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE oa�s;a��dbY: Assi stant Di rector, OSP .�,w�/Yn�- . A119DOACEf174Dd APPLICANT ORGANIZATION DATE SUBMITTED T e University o Texas at Austin ugus , Standard Form 424B (Rev. 7-97) Back DocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance The undersigned states, to the best of his or her knowledge and belief, that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required statement shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. ' APPLICANT'S ORGANIZATION The University of Texas at Austin * PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: ' First Name: El ena Middle Name: ' Last Name: MOtd Suffix: � � Title: Assi stant Di rector, OSP ' SIGNATURE: oo��s�9��anY: • DATE: UgUst , 2 [.��/m°�" AU9DOACEP174D4 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 Q�;, TEXAS `�; Health and Human Services July 20, 2022 The University of Texas at Austin Mark Featherston 3925 West Braker Lane, Building 156 Austin, Texas 78759 Cecile Erwin Young Executive Commissioner Re: Federal Funding Accountability and Transparency Act Reporting Guidance Dear Mr. Featherston The University of Texas at Austin: This letter provides background information regarding the Federal Funding Accountability and Transparency Act (FFATA) and outlines the requirements for contactors or awardees receiving federal funding. 2 Code of Federal Regulations Part 170 states that any person or entity receiving contract or grant funds directly from the federal government must report certain information regarding those funds through the Federal Funding Accountability and Transparency Act Subaward Reporting System (FSRS). FFATA requires the following: • Subrecipient contract awards equal to or greater than $30,000 must be reported. • Prime awardees (those agencies or entities receiving funds directly from the federal government) must report certain information regarding those funds. • Compensation of the top five executives within an organization must be reported as well, if certain criteria apply. You are receiving this letter because our records identify you as a subrecipient under a Health and Human Services Commission (HHSC) contract award. HHSC is the prime awardee for most of the federal awards that you receive from HHSC. As a result, HHSC is responsible for reporting sub-award information to the federal government via the FSRS website. To ensure information is accurately reported, subrecipients (sub-awardees) must provide HHSC with all required information. If a new award is initially below $30,000, but subsequent contract modifications result in a total award equal to or greater than $30,000, the award will be subject to FFATA reporting requirements as of the date the award exceeds $30,000. To comply with the FFATA reporting requirements, HHSC is requesting that your organization completes Attachment B, FFATA Certifcation Form. The FFATA Certification Form identifes the applicability of the FFATA requirements to your organization. P.O. Box 13247 • Austin, Texas 78711-3247 • 512-424-6500 • hhs.texas.gov Form 8040,02-2022-E �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B Fortn 8040 Page 2 ' 02-2022-E 2 Code of Federal Regulations Part 25 states that subrecipients are required to obtain a Unique Entity Identi�er (UEI) in order to receive federal subawards. If your organization does not have a UEI, follow the instructions outlined in Attachment A, How to Obtain a Unique Entity Identifer. The UEI must be obtained via the System for Award Management Registration and provided to HHSC. Please refer to Attachment A for additional guidelines regarding the UEI requirement. If your organization meets the FFATA reporting requirements, provide the compensation amount and names of your organization's top five highly compensated officers or senior executives on Attachment B, FFATA Certifcation Form. Only one certification per state fiscal year is required even if your organization has multiple contracts with HHSC. Summary of Information Requested: 1) Register your organization for a Unique Entity Identifer (Attachment A) if not already done; and 2) Complete and return the FFATA Certification Form (Attachment B). The required FFATA Certification Form and the FFATA Reporting Template must be completed and returned to HHSC by 07/27/2022. If you have any questions regarding this correspondence, contact Contract Management Branch of the Substance Use Disorder Contract Management Unit by email at SubstanceAbuse.Contracts@hhsc.state.tx.us or by phone at 512-206-5064. Sincerely, Santa Monica Esquivel Digitally signed by Santa Momca Esqwvel Alpizar Alpizar Date 2022.07.20 15:1929 -OS'00' Santa Monica Esquivel Alpizar, CTCM Health and Human Services Commission Contract Management Branch Enclosures: Attachment A: How to Obtain a Unique Entity Identiiier Attachment B: FFATA Certification Form DocuSign Envelope ID: D4E69EF8-6589-4CBE-61 FD-E841 D431 C436 �'� TEXAS Form 8040 Attachment A v February 2022-E `V Health and Human Services How to Obtain a Unique Entity Identifier By April of 2022, the federal government will stop using the DUNS number to uniquely identify entities. At that point, subrecipients receiving federal awards from HHSC will use a Unique Entity Identifier created in SAM.gov. The Unique Entity Identifier is provided to entities who request to only get a Unique Entity Identifier and to entities who complete an entity registration. The process of obtaining a Unique Entity Identifier will depend on the date your entity has received a federal award from HHSC. Your entity has received a federal award from HHSC before April of 2022 Before April of 2022, the DUNS number is issued by Dun & Bradstreet is the authoritative entity identifier used by the federal government. You need to get a DUNS Number first before you can request a Unique Entity Identifier. Requesting a DUNS Number 1) To verify an existing DUNS number or to request a new DUNS number, go to D&B D-U-N-S Request Service for US Federal Government Contractors and Assistance Awardees. 2) You will need the following information to obtain a DUNS number: a. Legal name of organization; b. Doing business as (DBA) or other name by which your organization is commonly known or recognized; c. Headquarters name and organization address; d. Name of Chief Executive Officer (CEO)/organization owner; e. Business structure of the organization (corporation, partnership, proprietorship); f. Year the organization started; g. Primary type of business; and h. Total number of employees (full and part time). Note: HHSC does not have the technical expertise to assist contractors in applying for a DUNS number. All questions regarding the DUNS number should be directed to Dun & Bradstreet. Requesting a Unique Entity Identifier You can get a Unique Entity Identifier (UEI) by going to SAM.gov and request to only get a Unique Entity Identifier. Your entity has received a federal award from HHSC after April of 2022 Requesting a Unique Entity Identifier You can get a Unique Entity Identifier (UEI) by going to SAM.gov and request to only get a Unique Entity Identifier. �ocuSign Envelope ID: D4E69EF8-6589-4CBE-BIFD-E841D431C436 ' TEXAS Form 8040 Attachment B �� February 2022-E `� Health and Human Services FFATA Certification Form The certifications enumerated below represent material facts upon which HHSC relies when reporting information to the federal government required under federal law. If HHSC later determines that the contractor knowingly rendered an erroneous certification, HHSC may pursue all available remedies in accordance with Texas and U.S. laws. The signer further agrees that they will provide immediate written notice to HHSC if at any time they learn that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. Note: If the signer cannot certify all of the statements contained in this section, they must provide written notice to HHSC detailing which of the below statements they cannot certify and why. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? Q Yes — Skip questions A, B and C and continue to section D. Q No — Answer questions A and B. A. Certification Regarding Percent of Annual Gross from Federal Awards Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? Q Yes Q No — Skip question C. B. Ce�tification Regarding Amount of Annual Gross from Federal Awards Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? Q Yes Q No — Skip question C. If your answer is Yes to both questions A and B, you must answer question C. If your answer is No to either question A or B, skip question C and continue to section D. C. Ce�tification Regarding Public Access to Compensation Information Does the public have access to information about the highly compensated officers/senior executives in your business or organization (including parent organization, all branches and all affiliates worldwide) through periodic reports filed under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or Section 6104 of the Internal Revenue Code of 1986? Q Yes Q No — Provide the names and total compensation of the top five highly compensated officers/senior executives. Name of Officer/Senior Executive Total Compensation 1. 2. 3. 4. 5. D. Signatures As the duly authorized representative (signer) of the contractor, I hereby certify that the statements made by me in this certification form are true, complete and correct to the best of my knowledge. DocuSipned by: .��}yt�A- August 8, 2022 ��yiiaiuie oi°Hu�r�urized Representative Date Printed Name of Authorized Representative Title of Authorized Representative Elena Mota Assistant Director, OSP Legal Name of Contractor Unique Entity Identifier V6AFQPN18437 The University of Texas at Austin Applicable HHSC Contract No.(s): HH5001190300001 DocuSign Envelope ID: D4E69EF8-6589-4CBE-BIFD-E841D431C436 '�� TEXAS `V Health and Human Services Texas Neahh and Human Services Commission �ecil� Envin Young Executiwe Commasiones October 28, 2020 Ms. Elena Mota The University of Texas at Austin PO Box 8179 Austin, TX 78713-9179 Re: Indirect Cost Rate Acknowledgement TIN 17460002037 Dear Ms. Mota: Thank you for your submission of the Indirect Cost Rate Questionnaire and related documentation for review and consideration by Texas Health and Human Services (HHS). The aforementioned documents have been reviewed using the criteria established by HHS and Title 2 Code of Federal Regulation (CFR), § 200.414, Indirect (F&A) Costs. HHS acknowledges the Federal Indirect Cost Rate(s) issued by Department of Health and Human Services. See below for details. RateType Pred. Pred. Pred. Pred. Pred. Pred. Prov. From 9/1/2018 9/1/2020 9/1/2018 9/1/2018 9/1/2018 9/1/2018 9/1/2022 To 8/31/2020 8/31/2022 8/31/2022 8/31/2022 8/31/2022 8/31/2022 Until Amended Rate 56.50% 58.50% 50.00% 14.50% 40.00% 26.00% Location On Campus On Campus On Campus ARL On Campus Off Campus A�olicable To (1) Org. Research (1) Org. Research Instruction (2) Org. Research Other Sponsored Activities All Programs Use same rates and conditions as those cited for fiscal year ending August 31, 2022. *Base: Modified total direct costs, consisting of all salaries and wages, fringe benefits, materials, supplies, services, travel and subgrants and subcontracts up to the first $25,000 of each subgrant or subcontract (regardless of the period covered 7ocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C43B by the subgrant or subcontract). Modified total direct costs shall exclude equipment, capital expenditures, charges for patient care, student tuition remission, rental costs of off-site facilities, scholarships, and fellowships as well as the portion of each subgrant and subcontract in excess of $25,000. Note(s): (1) Includes Main Campus, J.J. Pickle Research Campus, and Port Aransas Marine Science Institute. (2) Applied Research Lab Fringe Benefits Rates: Rate Tvoe From To Fixed 9/1/2019 8/31/2020 Fixed. 9/1/2019 8/31/2020 Fixed. 9/1/2020 8/31/2021 Fixed. 9/1/2020 8/31/2021 Fixed. 9/ 1/2021 8/31/2024 rov. 9/1/2021 Until mended Rate 29.80% 5.10% 30.10% 25.70% 5.68% Location Applicable To All Benefits Eligible All Benefits Eligible All Benefits Eligible All Campus All Benefits Eligible ARL Benefits Eligible Use same rates and conditions as those cited for fiscal year ending August 31, 2021 Acknowledgement of the rate is based on the condition that the information provided by your organization is accurate. When there are changes to your acknowledged rate(s), you must notify HHS Indirect Cost Rate Group via the . Select "Upload Additional Documents" from the drop- down menu and choose the appropriate document type. Failure to notify HHS may result in subsequent cost disallowance. Enclosed is the approved Federal indirect cost rate letter that is associated with this rate acknowledgement. If you have any additional questions, submit a Technical Assistance request via the . Sincerely, � �Gt,c..�t.Q v4,� �.�..�....,. Racheal Kane � Federal Funds Director Health and Human Services Commission 4900 N. Lamar Blvd. � Austin, Texas 78751 Office: (512) 424-6663 �Cell: (512) 466-4665 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 COLLEGES AND UNIVERSITIES RATE AGREEMENT EIN: 1746000203A4 ORGANIZATION: University of Texas at Austin The University of Texas System PO Box 8179 Austin, TX 78713-8179 DATE:05/08/2020 FILING REF.: The preceding agreement was dated 04/09/2019 The rates approved in this agreement are for use on grants, contracts and other agreements with the Federal Government, subject to the conditions in Section III. SECTION I: INDIRECT COST RATES RATE TYPES: FIXED FINAL PROV. (PROVISIONAL) PRED. (PREDETERMINED) EFFECTIVE PERIOD TYPE FROM TO RATE(�) LOCATION PRED. 09/O1/2018 08/31/2020 56.50 On Campus PRED 09/O1/2020 08/31/2022 58.50 On Campus PRED PRED PRED. 09/O1/2018 08/31/2022 o9/oi/aols os/31/aoaa o9/oi/aols os/3i/aoaa PRED. 09/O1/2018 08/31/2022 PROV. 09/Ol/2022 Until Amended *BASE 50.00 On Campus 14 . 50 ARL 40.00 On Campus 26.00 Off Campus APPLICABLE TO Org. Research (1) Org. Research (1) Instruction Org. Research i2) Other Sponsored Activities All Programs Use same rates and conditions as those cited for fiscal year ending August 31, 2022. Page 1 of 5 U27163 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-6IFD-E841D431C436 ORGANIZATION: University of Texas at Austin The University of Texas System AGREEMENT DATE: 5/8/2020 Modified total direct costs, consisting of all salaries and wages, fringe benefits, materials, supplies, services, travel and subgrants and subcontracts up to the first $25,000 of each subgrant or subcontract (regardless of the period covered by the subgrant or subcontract). Modified total direct costs shall exclude equipment, capital expenditures, charges for patient care, student tuition remission, rental costs of off-site facilities, scholarships, and fellowships as well as the portion of each subgrant and subcontract in excess of $25,000. (1) Includes Main Campus, J.J. Pickle Research Campus, and Port Aransas Marine Science Institute. (2) Applied Research Lab Page 2 of 5 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C436 ORGANIZATION: University of Texas at Austin The University of Texas System AGREEMENT DATE: 5/8/2020 SECTION I: FRINGE BENEFIT RATES** TYPE FROM TO RATE(`k) LOCATION APPLICABLE TO FIXED 9/1/2019 8/31/2020 29.80 Al1 Benefits Eligible FIXED 9/1/2019 8/31/2020 5.10 All Benefits FIXED 9/1/2020 8/31/2021 FIXED 9/1/2020 8/31/2021 FIXED 9/1/2020 8/31/2021 PROV. 9/1/2021 8/31/2024 30.10 All 25.70 All 5.68 Al1 ** DESCRIPTION OF FRINGE BENEFITS RATE BASE: Salaries and wages. Ineligible Benefits Eligible - Campus Bene f it s Eligible - ARL Benef its Ineligible Use same rates and conditions as those cited for fiscal year ending August 31, 2021. Page 3 of 5 �ocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B ORGANIZATION: University of Texas at Austin The University of Texas System AGREEMENT DATE: 5/8/2020 SECTION II: SPECIAL REMARKS TREATMENT OF FRINGE BENEFITS: The fringe benefits are specifically identified to each employee and are charged individually as direct costs. The directly claimed fringe benefits are listed below. Effective 09/O1/2018, the fringe benefits are charged using the rate(s) listed in the Fringe Benefits Section of this Agreement. The fringe benefits included in the rate(s) are listed below. OFF-CAMPUS DEFINITION: For all activities performed in facilities not owned by the institution and to which rent is directly allocated to the project(s) the off-campus rate will apply. Grants or contracts will not be subject to more than one F&A cost rate. If more than 50% of a project is performed off- campus, the off-campus rate will apply to the entire project. *TREATMENT OF PAID ABSENCES: Vacation, holiday, sick leave pay and other paid absences are included in salaries and wages and are claimed on grants, contracts and other agreements as part of the normal cost for salaries and wages. Separate claims for the costs of these paid absences are not made. ARL uses an absence time pool to pay for vacation, holiday, sick leave, and other paid absences. This pool is funded by a monthly charge to ARL grants, contracts and other agreements based on the historical experience of expense for absent time as a percent of salaries and wages. FRINGE BENEFITS: FICA, Unemployment Insurance, Retirement, Health Insurance, Worker's Compensation, Life Insurance, Unemployment Insurance, Termination Accrued Leave, Post Retirement Health Benefits *This Rate Agreement reflects new Fringe Benefits Rates only.* The next fringe benefit rate proposal, based on actual costs for the fiscal year ending 08/31/2020, is due in our office by 02/28/2021. The next indirect cost rate proposal, based on actual costs for the fiscal year ending 08/31/2021, is due in our office by 02/28/2022. Equipment means tangible personal property (including information technology systems) having a useful life of more than one year and a per-unit acquisition cost which equals or exceeds the lesser of the capitalization level established by the non-Federal entity for financial statement purposes, or $5,000. Page 4 of 5 DocuSign Envelope ID: D4E69EF8-6589-4CBE-61FD-E841D431C43B ORGANIZATION: University of Texas at Austin The University of Texas System AGREEMENT DATE: 5/8/2020 SECTION III: GENERAL A. LIMITATIONS: The rates in this Agreement are subject to any statutory or administrative limitations and apply to a given grant, contract or other agreement only to the extent that funds are available. Acceptance of the rates is subject to the following conditions: (1) Only costs incurred by the organization were included in its facilities and administrative cost pools as finally accepted: such costs are legal obligations of the organization and are allowable under the governing cost principles; (2) The same costs that have been treated as facilities and administrative costs are not claimed as direct costs; (3) Similar types of costs have been accorded consistent accounting treatment; and �4y The information provided by the organization which was used to establish the rates is not later found to be materially incomplete or inaccurate by the Federal Government. In such situations the rate(s) would be subject to renegotiation at the discretion of the Federal Government. B. ACCOUNTING CHANGES: This Agreement is based on the accounting system purported by the organization to be in effect during the Agreement period. Changes to the method of accounting for costs which aEfect the amount of reimbursement resulting fram the use of this Agreement require prior approval of the authorized representative of the cognizant agency. Such changes include, but are not limited to, changes in the charging of a particular type of cost from facilities and administrative to direct. Failure to obtain approval may result in cost disallowances. C. FIXED RATES: If a fixed rate is in this Agreement, it is based on an estimate of the costs for the period covered by the rate. When the actual costs for this period are determined, an adjustment will be made to a rate of a future year(s) to compensate for the difference between the costs used to establish the fixed rate and actual costs. D. USE BY OTHER FEDERAL AGENCI&S: The rates in this Agreement were approved in accordance with the authority in Title 2 of the Code of Federal Regulations, Part 200 (2 CFR 200), and should be applied to grants, contracts and other agreements covered by 2 CFR 200, subject to any limitations in A above. The organization may provide copies of the Agreement to other Federal Agencies to give them early notification of the Agreement. E. OTHER: If any Federal contract, grant or other agreement is reimbursing facilities and administrative costs by a means other than the approved rate(s) in this Agreement, the organization should (1) credit such costs to the affected programs, and (2) apply the approved rate(s) to the appropriate base to identify the proper amount of facilities and administrative costs allocable to these programs. BY THE INSTITUTION: University of Texas at Austin The University of Texas System (INSTITUTION) Crocusro�a W. �,,�.� a�� F.,CEeBCFBLEYf�L (SIGNATUR6) Darrell Bazzell (NAME) Senior Vice President and CFO (TITLE) 2020-05-21 � 16:21:24 CDT (DATE) ON BEHALF OF THE FEDERAL GOVERNMENT: DEPARTMENT OF HEALTH ANU HUMAN SERVICES (A CY) � (SIGNATUR Arif Karim (NAME) Director, Cost Alkocatian Services (TITLE) 5/B/2020 (DATE) 7163 HHS REPRESENTATIVE Telephone: Theodore Foster {214} 767-3261 Page 5 of 5 � DocuSign Certificate Of Compietion Envelope Id: D4E69EF865894CBE61 FDE841 D431 C436 Subject: New $16,250,000; HHS001190300001; UT at Austin; HHSC/MSS/IDD/BHS/SA Procurement Number: Source Envelope: Document Pages: 132 Signatures: 6 Certificate Pages: 2 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 7/21/2022 10:4022 AM Securiry Appliance Status: Connected Storage Appliance Status: Connected Holder: Texas Health and Human Services Commission PCS_DocuSign@hhsc. state.Uc. us Pool: FedRamp Pool: Texas Health and Human Services Commission Signer Events Trey Wood trey.wood@hhs.texas .gov Chief Financial Officer Texas Health and Human Services Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Andy Marker Edward. Marker@hhsc.state.tx.us Director, System Contracting Texas Health and Human Services Commission Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Elena Mota osp@austin. utexas.ed u Assistant Director, OSP The University of Texas at Austin Security Levei: Email, Account Authentication (None) Signature Completed Using IP Address: 167.137.1.9 Completed Using IP Address: 167.137.1.17 oocusq�roe ny: Cq7'gppq��7� Signature Adoption: Uploaded Signature Image Using IP Address: 99.159.84.37 Status: Completed Envelope Originator: Texas Health and Human Services Commission 1100 W. 49th St. Austin, TX 78756 PCS_DocuSign@hhsc. state.tx. us IP Address: 167.137.1.10 Location: DocuSign Location: DocuSign Timestamp Sent: 7/22/2022 10:45:10 AM Viewed: 7/28/2022 9:54:58 AM Signed: 7/28/2022 9:55:00 AM Sent: 7/28/2022 9:55:05 AM Viewed: 7/28/2022 12:56:11 PM Signed: 7/28/2022 12:56:15 PM Sent: 7/28/2022 12:56:19 PM Resent: 8/4/2022 10:55:55 AM Resent: 8/4/2022 10:57:02 AM Resent: 8/4/2022 11:28:02 AM Resent: 8/4/2022 11:30:20 AM Viewed: 8/4/2022 11:38:37 AM Signed: 8/8/2022 9:24:39 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sonja Gaines Sonja.Gaines@hhs.texas.gov SG Security Level: Email, Account Authentication (None) COocuSqnad br: d�n.�a �aiin.t,S iaLrc,u�xoeais Signature Adoption: Pre-selected Style Using IP Address: 204.65.82.76 Signed using mobile Sent: 8/8/2022 9:24:45 AM Viewed: 8/8/2022 9:31:37 AM Signed: 8/8/2022 9:31:49 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events HHSC SUD Contracts SubstanceAbuse. ContractsQ hhsc.state.tx, us Securiry Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign HHSC FS Budget Contracts FS_BudgetContracts@hhsc.state.tx. us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Santa Monica Esquivel Alpizar Santa Monica. EsquivelAlpizar@hhs. texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Payment Events Signature Status Status Status Status Status COPIED COPIED COPIED Signature Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Status Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 7/22/2022 10:45:10 AM Viewed: 7/26/2022 9:50:35 AM Sent: 7/22/2022 10:45:10 AM Viewed: 7/22/2022 11:28:32 AM Sent: 7/22/2022 10:45:10 AM Viewed: 7/24/2022 3:48:34 PM Timestamp Timestamp Timestamps 7/22/2022 10:45:10 AM 8/8/2022 9:31:37 AM 8/8/2022 931:49 AM 8/8/2022 931:49 AM Timestamps Attachment 7 Human Subjects Data Transfer and Use Terms Human Subjects Data ("Data") will be exchanged under this Subaward (check all that apply): ■❑ From Subrecipient to PTE � From PTE to Subrecipient 1. The Party providing the Data will be referred to as the "Provider," and the Party receiving the Data will be referred to as the "Reci ienY' as reflected above in this section. 2. The Data to be shared will be De-Identified � 3• Provider authorizes Recipient to share the Data as may be required under the data sharing plan for this project, and may be re uired b the Data Sharing & Access section of this Subaward. 4• Upon completion of the Project Period End Date � Recipient shall retain or destroy the Data as instructed by the Provider; provided, however, that Recipient may retain one (1) archival copy of the Data. 5. Description of Data (Required) Description of Data: City of Lubbock '� Population: Low income or poverty, higher rates of substance use disorders, alcohol and drug use, high foster care rates, and less access due to low density of inental health and behavioral health services for ages 6-17, 18-25, and parents and caregivers in Lubbock County. Demographic information will be collected along with scaled responses and checklists that will be scored based on individual responses. The scaled responses will be collected using the following measures and instruments: Outcome Measures: Personal Wellbeing Index (PWI) A 7-item, self-administered scale that includes seven items of happiness corresponding to seven life domains: standard of living, health, life achievement, personal relationships, personal safety, community connectedness, and future security. Screening Instruments: PRAPARE, CRAFT, TAPS, and Patient Health Questionnaire-9 (PHQ-9) A national standardized patient risk assessment protocol designed to engage patients in assessing & addressing social drivers of health (SDOH); 9-item screening for alcohol or drug risk or use; 4-item screen for tobacco use, alcohol use, prescription medication misuse, and illicit substance use in the past year; 9-item scale facilitates the recognition of depressive disorders, version for adolescents includes a brief screen for dysthymia and suicide risk. De-identified Additional Terms and Conditions: The Data will not include personally identifiable information as defined in NIST Special Publication 800-122. If the Data being provided is coded, the Provider will not release, and the Recipient will not request, the key to the code. If Provider is a Covered Entity, the Data will be de-identified data, as defined by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). Provider, to the best of its knowledge and belief, has the right and authority to provide the Data to Recipient for use under this Subaward. Recipient will not use the Data to identify or contact individuals who are or may be the sources of Data. Should Recipient inadvertently receive identifiable information or otherwise identify a subject, Recipient shall promptly notify Provider and follow Provider's reasonable written instructions, which may include return or destruction of the identifiable information. Recipient shall promptly report to the Provider any use or disclosure of the Data not provided for by this Subaward of which it becomes aware. Recipient shall only use the data for the purposes permitted under this SUbaward and shall protect the Data from any other unauthorized access, use or disclosure. Attachment 8 Subrecipient Close-out Form No later than sixty (60) days after the Subaward's ending date, Subrecipient shall submit a completed Subrecipient Close-Out Form as attached to the addressee named on the form. Other documentation shall accompany the form as applicable. Payment of Final I nvoice shall be withheld pending receipt and acceptance of the close-out documentation. Subrecipient Close-Out Form THE UNIVERSITY OF TEXAS AT AUSTIN Subaward No.: � UTAUS-SU600001039 Name of Subrecipient: � city of �ubbock PTE Award No.: HHS001190300001 Please complete ALL of the following sections and return to: Subrecipient Monitor Office of Sponsored Projects, Sponsored Projects Award Administration SPAA@austin.utexas.edu $ECTION I. FINANCIAL INFORMATION Total amount received under this subaward to date $ Are there any outstanding invoices, which PTE has not reimbursed yet? �* Please place an X by those that apply. Please see the attached copies of invoices previouslv submitted and totaling $ ❑but which have not yet been reimbursed; AND/OR, Invoices totaling $ have not vet been submitted to PTE Austin yet; or, � No. By selecting "No," you are confirming UT Austin has paid you/your institution for all invoices submitted for expenses and/or claims against this subaward. Any invoices submitted after this box is checked and this form is signed and returned to UT Austin, will not be honored. *Invoices returned wi[h this form are used for informational purposes originals must be submitted in accordance with the subaward. Reimbursement or payment of expenses is in all cases subject to the terms of the subaward, including submission of an invoice marked ,•Final.,• SECTION II. PATENTS Are there any inventions to be reported which resulted from work performed under this subaward? �No. �Yes. Please complete the following (attach additional pages as necessary): Name of Inventor: Name / Description of Invention(s): �' A COMPLETE INVENTION DISCLOSURE MUST ACCOMPANY THIS DOCUMENT FOR ANY INVENTIONS NOT PREVIOUSLY DISCLOSED TO UT AUSTIN, WHICH RESULTED FROM WORK PERFORMED UNDER THIS SUBAGREEMENT. INVENTION REPORTING SHALL BE IN THE SAME FORM AS REQUIRED BY THE PRIME AWARD. SECTION III. FEDERAL GOVERNMENT�SPONSOR PROVIDED OR FUNDED EQUIPMENT ACQUISITION Was any equipment provided by the Federal Government/Sponsor, or was any equipment purchased with Federal or Sponsor funds provided under this subaward? o. Yes, where all equipment either provided, or purchased with funds, under this subaward has been delivered to t e U.S. overnment or Sponsor through PTE or is it awaiting disposition instructions. (Please reference FAR 52.245-1 or other terms and conditions of the subaward.) Authorized Official's Signature: Printed Name: Date: Title: Email: Phone: No Text