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HomeMy WebLinkAboutResolution - 2023-R0525 - HHSC Contract HHS000537900338, Medicaid Admin Claiming Program - 10/24/2023Resolution No. 2023-R0525 Item No. 5.20 October 24, 2023 RESOLUTION BE I1' RESOLVED BY TIIE CITY COUNCIL OF TH� CITY OP LUBBOCK: THAT the acts of the Mayor of the City of Lubbock in executing, on behalf of the City of Lubbock, Health and Human Services Commission Contract No. IIHS000537900338, under the Medicaid Administrative Claiming Program, by and between the City of Lubbock and the State of Texas' Health and Human Services Commission, and related documents are hereby ratified in full. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on __ October 24, 2023 / TRAY P�1YN ., OR ^ AT" 'EST: Courtney Paz, City Secretary APPROVED AS TO CONTEN"1': ill V�D AS TO 1�ORM: Foster, Ei,ss�tant City Attorney RGS.I II ISC Contract No. I IHS000537900338 Ratification 9.25.23 DocuSign Envelope ID: 5A1 l3E3D1 -l3CDl3-4D2F-8436-04874F1 0543A Resolution No. 2023-RO525 SIGNATURE DOCUMENT FOR TEXAS HEALTH AND HUMAN SERVICES COMMISSION GRANT AGREEMENT, CONTRACT No. HHS000537900338 UNDER THE MEDICAID ADMINISTRATIVE CLAIMING PROGRAM The parties to this agreement ("Grant Agreement" or "Contract") are the Texas Health and Human Services Commission ("HHSC" or "System Agency"), a pass -through entity, and City of Lubbock ("Grantee"), having its principal office at 1314 Avenue K, Lubbock, TX 79401 (each a "Party' and collectively the "Parties"). I. PURPOSE The purpose of this Grant Agreement is to assist HHSC in providing effective and timely access to care for Medicaid -eligible clients and their families, more appropriate utilization of Medicaid covered services, and to promote activities that reduce the risk of poor health outcomes for the state's most vulnerable populations. II. LEGAL AUTHORITY This Grant Agreement is entered into pursuant to 42 U.S.0 § 1396b; 2 C.F.R. pt. 200, subpts. E and F; 45 C.F.R. pt. 75, subpts. E and F; 1 Texas Administrative Code pt. 15, ch. 355, subch. J, div. 5, § 355.8095; and authorized by and in compliance with Texas Government Code ch. 531. III. DURATION This Grant Agreement is effective on October 1, 2023 and expires on September 30, 2028, unless extended or terminated pursuant to the terms and conditions of this Grant Agreement. Notwithstanding the limitation in the preceding paragraph and with at least 30 calendar days' advance written notice to Grantee, at the end of the initial term or any renewal period, System Agency, at its sole discretion, may extend this Grant Agreement as necessary to ensure continuity of service, for purposes of transition, or as otherwise determined by HHSC to serve the best interest of the State for up to twelve months, in one -month intervals, at the then -current contracted rate or rates (if applicable) as modified during the term of this Grant Agreement. IV. STATEMENT OF SERVICES TO BE PROVIDED The Statement of Services to be Provided to which Grantee is bound under the Medicaid Administrative Claiming Services ("MAC Program") is included as Attachment A and incorporated into and made a part of this Grant Agreement. V. PAYMENT FOR SERVICES PROVIDED A. All reimbursements under this Grant Agreement are limited to the adopted rate established pursuant to the approved HHSC Time Study and Medicaid Administrative Claiming Guide, and will be made in accordance with Attachment B, Payment for Services Provided. This Grant Agreement is funded through a match of Federal and State funds. Template Updated 2022-09-16 Page I of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A B. Indirect Cost Rate: The Grantee's acknowledged or approved Indirect Cost Rate ("ICR") and the ICR Letter are attached to this Contract and incorporated as Attachment H. Grantee must have an approved or acknowledged indirect cost rate in order to recover indirect costs under this Contract. C. If HHSC approves or acknowledges an updated indirect cost rate, this Grant Agreement will be amended to incorporate the new rate (and the new indirect cost rate letter, if applicable) and the budget revised accordingly. VI. REPORTING REQUIREMENTS Grantee shall submit all reports in compliance with the requirements in attachments A and B. The Grantee shall submit the reports within the timeframes listed below, as may be modified or revised in the MAC Financial Participation Guide ("MAC Financial Guide"). The MAC Financial Guide is available online and can be accessed at: https://pfd.hhs.texas.gov sites/rad/fi les/documents/2022/mac-part- guide-mhdd.pdf. The MAC Financial Participation Guide may be modified or revised by HHSC at any time. HHSC will provide written notice of modifications or revisions to the Grantee's designated Representative in Section VII below. Any modifications or revisions will be deemed incorporated into this Agreement effective upon the date the notice is posted on the MAC Program website. The reports are as follows: Report Frequency Due Date Quarterly Participation On or before the 5th day October P Data following the close of January 5t' each Federal fiscal April 5`" quarter July 5a' Financial Expenditure On or before the 5th day October 5a' Data — Quarterly following the close of January 5t' each Federal fiscal April 5a' quarter July 5a' VII. CONTRACT REPRESENTATIVES The following will act as the representative authorized to administer activities including, but not limited to, non -legal notices, consents, approvals, requests, or other general communications provided for or permitted to be given under this Grant Agreement on behalf of their respective party. System Agency Amy Greene, CTCM Health and Human Services Commission 701 West 51` Street; Mail Code W-359 Austin, Texas 78751 (512) 438-3430 CAPM—MedicaidAdministrativeClaims Contracts@hhsc.state.tx.us Grantee Tray Payne City of Lubbock 1314 Avenue K Lubbock, TX 79401 (806) 775-2010 traypayne(a_)mylubbock.us Page 2 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 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 this Grant Agreement, and be delivered to System Agency's Contract Representative identified above. B. Grantee shall send legal notices to System Agency at the address below and email a copy to System Agency's Contract Representative: Health and Human Services Commission Attn: Office of Chief Counsel 4601 W. Guadalupe Street, Mail Code 1100 Austin, Texas 78751 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 the System Agency. Notices sent by mail shall be deemed delivered when deposited by 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 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 UNIQUE ENTITY IDENTIFIER IS: LXDNEKWRVKJ6 Federal funding under this Grant Agreement is a subaward under the following federal award. Federal Award Identification Number ("FAIN"): 2005TX5MAP A. Assistance Listings Title, Number, and Dollar Amount: Medical Assistance Program, 93.778, $8,251,624,655.00 B. Federal Award Date: October 1, 2022 C. Federal Award Period: October 1, 2022 — September 30, 2023 D. Name of Federal Awarding Agency: U.S. Department of Health and Human Services, Centers for Medicare and Medicaid Services E. Federal Award Project Description: To provide financial assistance to States for payments of medical assistance on behalf of cash assistance recipients, children, pregnant women, and the aged who meet income and resource requirements, and other categorically - eligible groups. F. Awarding Official Contact Information: Director, Division of Payment Management, 1- 877-614-5533 G. Total Amount of Federal Funds Awarded to HHSC: $8,251,624,655.00 Page 3 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A H. Amount of Funds Awarded to Grantee: This is cost reimbursement with no funding limit for eligible claims I. Identification of Whether the Award is for Research and Development: No *The Grantee acknowledges and agrees that this Grant Agreement may be executed with the prior year's Federal award information, and that HHSC will provide written notice to the Grantee of the updated Federal award and subaward information once made available by the Federal Awarding Agency. Updates will be deemed incorporated into this Grant Agreement as of the date of the notice. X. CONTRACT DOCUMENTS In addition to this Signature Document, 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 HHSC documents take precedence over Grantee's documents, if any, and the HHS Data Use Agreement takes precedence over all other Grant Agreement documents. ATTACHMENT A STATEMENT OF SERVICES TO BE PROVIDED ATTACHMENT B PAYMENT FOR SERVICES PROVIDED ATTACHMENT C HHS UNIFORM TERMS AND CONDITIONS — GRANT, VERSION 3.2 ATTACHMENT D HHS CONTRACT AFFIRMATIONS, VERSION 2.2 ATTACHMENT E HHS DATA USE AGREEMENT, GOVERNMENTAL ENTITY VERSION, VERSION 8.5, OCTOBER 23, 2019 ATTACHMENT F FEDERAL ASSURANCES FOR NON -CONSTRUCTION PROGRAMS ATTACHMENT G FEDERAL CERTIFICATION REGARDING LOBBYING ATTACHMENT H INDIRECT COST RATE LETTER XI. MODIFICATIONS TO THE HHS UNIFORM TERMS AND CONDITIONS The IIHS Uniform Terms and Conditions — Grant, Version 3.2, incorporated as Attachment C of this Contract, are revised as follows: A. Section 2.1, PROMPT PAYMENT, is deleted in its entirety and replaced with the following: 2.1 PAYMENT METHODS Except as otherwise provided by the provisions of this Grant Agreement, the payment method will be one or more of the following: a. Cost reimbursement. This payment method is based on requests for reimbursement of expenses Grantee has incurred at the time of the request. Claims for reimbursements must be submitted quarterly; b. Unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s) or fee(s) for delivery of a specified unit(s) of service and acceptable submission of all required documentation, forms and/or reports. This payment method will only be utilized with advance written approval by the System Agency; or c. Advance payment. This payment method is based on disbursal of funds in advance at the request of Grantee based on projected expenses for covered services. This payment method requires Grantee to adopt appropriate safeguards Page 4 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A to ensure payments do not exceed actual expenses and is subject to state and federal law. Payments will only be made with advance written approval by the System Agency. B. Section 2.4, BILLING, is amended to read as follows: Unless otherwise provided by the System Agency, Grantee shall submit quarterly requests for reimbursement of expenses Grantee has incurred. Additionally, Grantee shall submit a reimbursement request as a final close-out not later than 90 days following the end of the term of this Grant Agreement. Reimbursement or payment requests received in the System Agency's offices more than 90 days following the termination of this Grant Agreement may not be paid. C. Section 10.1, Subpart A, GENERAL INDEMNITY, is amended to add at the beginning of the first sentence: TO THE EXTENT PERMITTED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS, D. Section 10.2, INTELLECTUAL PROPERTY, is amended to add at the beginning of the first sentence: TO THE EXTENT PERMITTED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS, E. Section 10.3, subparts A and C, ADDITIONAL INDEMNITY PROVISIONS, is amended to add at the beginning of the first sentence: TO THE EXTENT PERMITTED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS, F. Section 11.5, INSURANCE AND BONDS, is amended to add a new paragraph at the end of the section as follows: Notwithstanding the foregoing paragraphs, if Grantee is a governmental unit as defined by Texas Government Code ch. 2259, then nothing in this Grant Agreement should be construed to restrict the Grantee's right to self -insure in accordance with state law, or purchase insurance through the Texas Association of Counties, Texas Municipal League, or a private insurance carrier. G. Section 11.19, NO WAIVER of SOVEREIGN IMMUNITY, is amended to add a new paragraph at the end of the section as follows: Notwithstanding the foregoing paragraph, if Grantee is a governmental unit as defined by Texas Government Code ch. 2259, then nothing in this Grant Agreement should be construed to abrogate any rights or affirmative defenses available to Grantee under doctrines of sovereign and official immunity. Neither Party waives any privileges, rights, defenses, or immunities available to it by entering into this Grant Agreement or by its conduct prior to or subsequent to entering into this Grant Agreement. Page 5 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A XII. 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 Page 6 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A SIGNATURE PAGE FOR SYSTEM AGENCY GRANT AGREEMENT, CONTRACT NO. HHS000537900338 HEALTH AND HUMAN SERVICES COMMISSIO Do'c/u.Si-gne'!/ hd by: n �A I�'UUA�I bQ By: Michael Blood Deputy Associate Commissioner Medicaid and CHIP Services Date of Execution: 09/22/2023 City of Lubbock DocuSigned by: By: Tray Payne Mayor Date of Execution: 09/22/2023 Page 7 of 70 7ocuSign Envelope ID: 5A1 BE3D1-BCDB-4D2F-8436-04874F10543A Attachment A Statement of Services to be Provided 1. Program Background The MAC Program, which has been operating in Texas since 1995, is the cost -based reimbursement methodology utilized to draw down federal matching funds for activities that facilitate Medicaid -eligible client access to medically necessary Medicaid -funded services. HHSC awards grants to eligible entities that include Early Childhood Intervention Programs, Independent School Districts, Charter Schools, Local Health Districts, Mental Health Mental Retardation/Intellectual or Developmental Disabilities Authorities, and Aging and Disability Resource Centers, to implement MAC Program services throughout Texas. 2. Grantee Responsibilities To participate as a provider under this Grant Agreement, the Grantee must: 2.1 Ensure compliance with this Grant Agreement, including these Grantee requirements; 2.2 Ensure compliance with all applicable federal and state laws, rules, regulations, standards, guidelines, and policies in effect on the beginning date of this Grant Agreement unless amended, including, but not limited to, 2 C.F.R. pt. 200, subpts. E and F. and 45 C.F.R pt. 75, subpts. E and F; 2.3 Ensure compliance with all state and federal statutes and regulations, HHSC rules, policies, procedures, and guidelines governing the MAC Program, included but not limited to, 1 Tex. Admin. Code ch. 355, subch. J, div. 5, § 355.8095. The foregoing rules in Texas Administrative Code Title 1 as they relate to the Program may be further modified, revised, and moved within their existing title or into Texas Administrative Code Title 26 during the term of this Grant Agreement. In the event of such modifications or moves, Grantee shall be required to comply with said rules; 2.4 Ensure compliance at all times with the current Time Study and Medicaid Administrative Claiming Guide ("MAC Guide"), as it may be modified or revised, that is available online and can currently be accessed at: https: pfd.hhs.texas.gov/time-study; 2.5 Stay informed and comply with any MAC Guide revisions by the effective date, which may be revised when deemed necessary by HHSC, and other HHSC published guides, appendices, policies, rules, guidelines, notices, or guidance letters, which may be found on the HHSC program webpage that is currently available online and can be accessed at: https: /'/pfd.hhs.texas. govimedicaid-administrative-claiming. 2.6 Comply with all requirements under the Texas Grant Management Standards ("TxGMS"), including any revisions to those standards. TxGMS is currently available online at: https://comptroller.texas.gov purchasing_grant-mana eg ment/. The Texas Comptroller of Public Accounts ("CPA"), from time to time and in its sole discretion, may revise the TxGMS and/or the online link provided in this subsection. Grantee is responsible for Page 8 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A contacting CPA at any time that Grantee is not able to access the online materials to request the updated link; 2.7 Spend the state general revenue, in an amount equal to the federal match claimed, for health - related services for clients in order to receive the federal match of actual and reasonable costs for Medicaid administration; 2.8 Attend all required state -sponsored trainings on an annual basis; 2.9 Submit participation data using the HHSC Standardized Time Study Medicaid Administrative Claiming Financial System (the "MAC Financial System") in adherence with the timeframes as set forth in Section VI of the Signature Document to this Grant Agreement; 2.10 All financial expenditure data must be submitted to HHSC via the MAC Financial System in adherence with the timeframes as set forth in Section VI of the Signature Document to this Grant Agreement; 2.11 Provide supporting documentation, when requested by HHSC, for any expenditure information included in the quarterly claims data Grantee submits to HHSC in the manner and timeframes set by HHSC. Grantee must respond within 30 days of HHSC's request; and 2.12 Maintain supporting documentation for and fully cooperate with any audit, and be responsible for any related costs or necessary recoupments identified through an audit. 3. HHSC Responsibilities 3.1 HHSC will include the Grantee's expenditures for Medicaid administration in the claim it submits to the Centers for Medicare and Medicaid Services for Title XIX federal participation, if said claim is submitted in accordance with the timeframes set by HHSC; 3.2 HHSC will host random moment time study and MAC Financials training sessions yearly to educate Grantees and to authorize Grantee staff/representatives to enter and submit TS/MAC data via the MAC Financial System; 3.3 HHSC will provide guidance and technical support to Grantees as needed; and 3.4 HHSC will reimburse claims for Medicaid administration from the Grantee only if the Grantee has certified that sufficient funds are available to support the non-federal share of the cost of the claim. This Grant Agreement is subject to any additional restrictions, limitations, or conditions required by federal or state laws, rules, or regulations. 4. Performance Measures HHSC will actively monitor Grantee's performance under this Grant Agreement including, but not limited to, the requirements as set forth in this Attachment. All services and deliverables under this Grant Agreement shall be provided at an acceptable quality level and in a manner consistent with acceptable industry standard, custom, and practice. Page 9 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A Attachment B Payment for Services Provided 1. Basis for Calculating Reimbursable Costs 1.1 HHSC will pass through to the Grantee no less than 95% of the Title XIX federal share of actual and reasonable costs for Medicaid administration provided by its staff for Medicaid administrative activities under this Grant Agreement. HHSC reserves the right to retain 5% of the Title XIX federal share of actual and reasonable costs for said Medicaid administration for HHSC's own administrative costs. These costs shall be based upon a time accounting system, which is in accordance with the provisions of 2 C.F.R. pt. 200, subpts. E and F, and 45 C.F.R. pt. 75, subpts. E and F, and the expense and equipment costs necessary to collect data, disseminate information, and carry out the staff functions. 1.2 The rate of reimbursement for allowable administrative activities performed by personnel other than skilled professional medical personnel ("SPMP") shall be 50% of such costs. See, 42 C.F.R. §§432.2 and 432.50. The rate of reimbursement for activities qualifying under regulations applying to SPMP and their direct supporting clerical staff shall be 75% of such costs for activities identified as "enhanced" or 50% for activities identified as "non - enhanced." Categories of costs eligible for 75% reimbursement include the following items only: compensation and applicable fringe benefits, and travel and training of SPMP and their direct supporting clerical staff. 1.3 Changes in federal regulations affecting the matching percentage or costs eligible for enhanced or administrative match that become effective subsequent to the execution of this Grant Agreement shall be incorporated herein via formal Contract amendment. 2. Availability of Funds This Grant Agreement is contingent upon the availability of sufficient and adequate funds as stated in Section 3.1 of the HHSC Uniform Terms and Conditions, which is attached as Attachment C and incorporated herein. (Remainder of Page Intentionally Left Blank) Page 10 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A Attachment C HHS Uniform Terms and Conditions — Grant TEXAS 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 Page 11 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 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 C FR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; requirements of the entity that awarded the funds to 11 IS; Chapter 783 of the Texas Government Code; Texas Comptroller of Public Accounts' agency rules (including Uniform Grant and Contract Standards set forth in Title 34, Part 1, Chapter 20, Subchapter E, Division 4 of the Texas Administrative Code); the Texas Grant Management Standards (TxGMS) developed by the Texas Comptroller of Public Accounts; and the Funding Announcement, Solicitation, or other instrument/documentation under which HHS was awarded funds. HHS, in its sole discretion, reserves the right to add requirements, terns, or conditions. HHS Uniform Tenns and Conditions Grant v 3 2 Effective July 2022 Page 2 of 29 Page 12 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS ........................... 6 1.1 DEFINITIONS......................................................................................................... 6 1.2 INTERPRETIVE PROVISIONS.................................................................................. 7 ARTICLE II. PAYMENT PROVISIONS......................................................................... 8 2.1 PROMPT PAYMENT................................................................................................ 8 2.2 TAXES....................................................................................................................8 2.3 ANCILLARY AND TRAVEL EXPENSES................................................................... 9 2.4 BILLING.................................................................................................................9 2.5 USE OF FUNDS....................................................................................................... 9 2.6 USE FOR MATCH PROHIBITED.............................................................................. 9 2.7 PROGRAM INCOME............................................................................................... 9 2.8 NONSUPPLANTING.................................................................................................9 2.9 INDIRECT COST RATES....................................................................................... 10 ARTICLE III. STATE AND FEDERAL FUNDING ..................................................... 10 3.1 EXCESS OBLIGATIONS PROHIBITED................................................................... 10 3.2 NO DEBT AGAINST THE STATE........................................................................... 10 3.3 DEBTS AND DELINQUENCIES.............................................................................. 10 3.4 REFUNDS AND OVERPAYMENTS......................................................................... 10 ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS .................. 11 4.1 ALLOWABLE COSTS............................................................................................ 11 4.2 AUDITS AND FINANCIAL STATEMENTS............................................................... 11 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS .................................... 12 ARTICLE V. WARRANTY, AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS........................................................................................................... 12 5.1 WARRANTY......................................................................................................... 12 5.2 GENERAL AFFIRMATIONS................................................................................... 13 5.3 FEDERALASSURANCES....................................................................................... 13 5.4 FEDERAL CERTIFICATIONS................................................................................ 13 5.5 STATE ASSURANCES............................................................................................ 13 H HS Uniform Tema and Conditions - Grant v 3 2 Effective July 2022 Page 3 of 29 Page 13 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A ARTICLE VI. INTELLECTUAL PROPERTY............................................................. 13 6.1 OWNERSHIP OF WORK PRODUCT....................................................................... 13 6.2 GRANTEE'S PRE-EXISTING WORKS................................................................... 14 6.3 THIRD PARTY IP................................................................................................. 14 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS ............................... 14 6.5 DELIVERY UPON TERMINATION OR EXPIRATION .............................................. 15 6.6 SURVIVAL............................................................................................................ 15 6.7 SYSTEM AGENCY DATA...................................................................................... 15 ARTICLEVII. PROPERTY............................................................................................ 15 7.1 USE OF STATE PROPERTY................................................................................... 15 7.2 DAMAGE TO STATE PROPERTY.......................................................................... 16 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT....... 16 7.4 EQUIPMENT AND PROPERTY............................................................................... 16 ARTICLE VIII. RECORD RETENTION, AUDIT, AND CONFIDENTIALITY..... 17 8.1 RECORD MAINTENANCE AND RETENTION......................................................... 17 8.2 AGENCY'S RIGHT TO AUDIT............................................................................... 17 8.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS ................... 18 8.4 STATE AUDITOR'S RIGHT TO AUDIT.................................................................. 18 8.5 CONFIDENTIALITY .............................................................................................. 18 ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES...................................................................................................................... 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................................................................ 20 9.6 POLITICAL ACTIVITIES....................................................................................... 20 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 AMENDMENTS..................................................................................................... 22 11.2 NO QUANTITY GUARANTEES.............................................................................. 22 HHS Uniform Terris and Conditions Grant v 3.2 Effective July 2022 Page 4 of 29 Page 14 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 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 11.6 LIMITATION ON AUTHORITY.............................................................................. 23 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS ............................................ 24 11.8 SUBCONTRACTORS..............................................................................................24 11.9 PERMITTING AND LICENSURE............................................................................ 24 11.10 INDEPENDENT CONTRACTOR............................................................................. 24 11.11 GOVERNING LAW AND VENUE........................................................................... 25 11.12 SEVERABILITY.....................................................................................................25 11.13 SURVIVABILITY...................................................................................................25 11.14 FORCE MAJEURE................................................................................................ 25 11.15 NO IMPLIED WAIVER OF PROVISIONS............................................................... 26 11.16 FUNDING DISCLAIMERS AND LABELING............................................................ 26 11.17 MEDIA RELEASES............................................................................................... 26 11.18 PROHIBITION ON NON -COMPETE RESTRICTIONS ............................................. 26 11.19 SOVEREIGN IMMUNITY....................................................................................... 26 11.20 ENTIRE CONTRACT AND MODIFICATION........................................................... 27 11.21 COUNTERPARTS.................................................................................................. 27 11.22 PROPER AUTHORITY........................................................................................... 27 11.23 E-VERIFY PROGRAM.......................................................................................... 27 11.24 CIVIL RIGHTS...................................................................................................... 27 11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS ................................. 28 11.26 DISCLOSURE OF LITIGATION.............................................................................. 28 11.27 NO THIRD PARTY BENEFICIARIES..................................................................... 29 11.28 BINDING EFFECT................................................................................................. 29 HHS Uruform Terms and Conditions Grant v 3.2 Effective July 2022 Page 5 of 29 Page 15 of 70 DocuSign Envelope ID: 5A1 BE3D1-BCDB-4D2F-8436-04874F10543A ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.1 DEFINITIONS As used in this Grant Agreement, unless a different defmition is specified, or the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amendment" means a written agreement, signed by the Parties, which documents changes to the Grant Agreement. "Contract" or "Grant Agreement" means the agreement entered into by the Parties, including the Signature Document, these Uniform Terms and Conditions, along with any attachments and amendments that may be issued by the System Agency. "Deliverables" means the goods, services, and work product, including all reports and project documentation, required to be provided by Grantee to the System Agency. "DSHS" means the Department of State Health Services. "Effective Date" means the date on which the Grant Agreement takes effect. "Federal Fiscal Year" means the period beginning October I and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP" means Generally Accepted Accounting Principles. "GASB" means the Governmental Accounting Standards Board. "Grantee" means the Party receiving funds under this Grant Agreement. May also be referred to as "subrecipient" or "contractor" in this document. "HHSC" means the Texas Health and Human Services Commission. "Health and Human Services" or "HHS" includes HHSC and DSHS. "Intellectual Property Rights" means the worldwide proprietary rights or interests, including patent, copyright, trade secret, and trademark rights, as such right may be evidenced by or embodied in: i. any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement; ii. any work of authorship, including any compilation, computer code, website or web page design, literary work, pictorial work, or graphic work; iii. any trademark, service mark, trade dress, trade name, branding, or other indicia of source or origin; iv. domain name registrations; and v. any other proprietary or similar rights. The Intellectual Property Rights of a Party include all worldwide proprietary rights or interests that the Party may have acquired by assignment, by exclusive license, or by license with the right to grant sublicenses. "Parties" means the System Agency and Grantee, collectively. "Party" means either the System Agency or Grantee, individually. HHS Uniform Terms and Conditions - Grant v. 3.2 Effective July 2022 Page 6 of 29 Page 16 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A "Project" means specific activities of the Grantee that are supported by funds provided under this Grant Agreement. "Signature Document" means the document executed by all Parties for this Grant Agreement. "Solicitation," "Funding, Announcement" or "Request for Applications WAY' 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 "AAwlication" means Grantee's full and complete Solicitation response (including any attachments and addenda), which is incorporated by reference in the Grant Agreement for all purposes in its entirety. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Textravel" means the Texas Comptroller of Public Accounts' state travel rules, policies, and guidelines. "Statement of Work" means the description of activities Grantee must perform to complete the Project, as specified in the Grant Agreement and as may be amended. "System Agency" means HHSC or DSHS, as applicable. "Work Product" means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software, programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and whether or not included in the deliverables, that are developed, produced, generated or provided by Grantee in connection with Grantee's performance of its duties under the Grant Agreement or through use of any funding provided under this Grant Agreement. "Texas Grant Management Standards" or "TxGMS" means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code, to promote the efficient use of public funds in local government and in programs requiring cooperation among local, state, and federal agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency. Additionally, except as otherwise provided by applicable law, in the event of a conflict between TxGMS and applicable federal or state law, federal law prevails over state law and state law prevails over TxGMS. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. B. The words "hereof," "herein," "hereunder," and similar words refer to this Grant Agreement as a whole and not to any particular provision, section, attachment, or schedule of this Grant Agreement unless otherwise specified. C. The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Grant Agreement, (i) references to contracts HHS Umform Terms and Conditions - Grant v 3 2 Effective July 2022 Page 7 of 29 Page 17 of 70 DocuSign Envelope ID: 5A1 BE3131-BCDB-4D2F-8436-04874F10543A (including this Grant Agreement) and other contractual instruments shall be deemed to include all subsequent Amendments and other modifications, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Grant Agreement, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. D. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Grant Agreement are references to these documents as amended, modified, or supplemented during the term of the Grant Agreement. E. The captions and headings of this Grant Agreement are for convenience of reference only and do not affect the interpretation of this Grant Agreement. F. All attachments, including those incorporated by reference, and any Amendments are considered part of the terms of this Grant Agreement. G. This Grant Agreement may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative. H. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver will be deemed modified by the phrase "in its sole discretion." I. Time is of the essence in this Grant Agreement. J. Prior to execution of the Grant Agreement, Grantee must notify System Agency's designated contact in writing of any ambiguity, conflict, discrepancy, omission, or other error. If Grantee fails to notify the System Agency designated contact of any ambiguity, conflict, discrepancy, omission or other error in the Grant Agreement prior to Grantee's execution of the Grant Agreement, Grantee: i. Shall have waived any claim of error or ambiguity in the Grant Agreement; and ii. Shall not contest the interpretation by the System Agency of such provision(s). No grantee will be entitled to additional reimbursement, relief, or time by reason of any ambiguity, conflict, discrepancy, exclusionary specification, omission, or other error or its later correction. ARTICLE II. PAYMENT PROVISIONS 2.1 PROMPT PAYMENT Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment. 2.2 TAXES Grantee represents and warrants that it shall pay all taxes or similar amounts resulting from the Grant Agreement, including, but not limited to, any federal, State, or local income, sales or excise taxes of Grantee or its employees. System Agency shall not be liable for any taxes resulting from the Grant Agreement. HHS Uniform Terms and Conditions — Grant v. 3.2 Effective July 2022 Page 8 of 29 Page 18 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 2.3 ANCILLARY AND TRAVEL EXPENSES A. Except as otherwise provided in the Grant Agreement, no ancillary expenses incurred by the Grantee in connection with its provision of the services or deliverables will be reimbursed by the System Agency. Ancillary expenses include, but are not limited to, costs associated with transportation, delivery, and insurance for each deliverable. B. Except as otherwise provided in the Grant Agreement, when the reimbursement of travel expenses is authorized by the Grant Agreement, all such expenses will be reimbursed in accordance with the rates set by the Texas Comptroller's Textravel guidelines, which can currently be accessed at: https: fmx.cpa.texas.gov fmx/travel textravel . 2.4 BILLING Unless otherwise provided in the Grant Agreement, Grantee shall bill the System Agency in accordance with the Grant Agreement. Unless otherwise specified in the Grant Agreement, Grantee shall submit requests for reimbursement or payment monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.5 USE OF FUNDS Grantee shall expend funds under this Grant Agreement only for approved services and for reasonable and allowable expenses directly related to those services. 2.6 USE FOR MATCH PROHIBITED Grantee shall not use funds provided under this Grant Agreement for matching purposes in securing other funding without the written approval of the System Agency. 2.7 PROGRAM INCOME Program income refers to gross income directly generated by a supporting activity during the period of performance. Unless otherwise required under the Grant Agreement, Grantee shall use Program Income, as provided in TxGMS, to further the Project, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report Program Income in accordance with the Grant Agreement, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Grant Agreement term, when earned, and may not carry Program Income forward to any succeeding term. Grantee shall refund Program Income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding levels, in part, upon Grantee's proficiency in identifying, billing, collecting, and reporting Program Income, and in using Program Income for the purposes and under the conditions specified in this Grant Agreement. 2.8 NONSUPPLANTING Grant funds must be used to supplement existing, new or corresponding programming and related activities. Grant funds may not be used to supplant (replace) existing funds that have been appropriated, allocated, or disbursed for the same purpose. System Agency may conduct Grant monitoring or audits may be conducted to review, among other things, Grantee's compliance with this provision. HHS Um form Tema and Cond Lions Grant v. 3.2 Effechve July 2022 Page 9 of 29 Page 19 of 70 DocuSign Envelope ID- 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 2.9 INDIRECT COST RATES The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for all applicable Grant Agreements. For subrecipients receiving federal funds, indirect cost rates will be determined in accordance with applicable law including, but not limited to, 2 CFR 200.414(f). For recipients receiving state funds, indirect costs will be determined in accordance with applicable law including, but not limited to, TxGMS. Grantees funded with blended federal and state funding will be subject to both state and federal requirements when determining indirect costs. In the event of a conflict between TxGMS and applicable federal law or regulation, the provisions of federal law or regulation will apply. Grantee will provide any necessary financial documents to determine the indirect cost rate in accordance with the Uniform Grant Guidance (UGG) and TxGMS. ARTICLE III. STATE AND FEDERAL FUNDING 3.1 EXCESS OBLIGATIONS PROHIBITED This Grant Agreement is subject to termination or cancellation, without penalty to System Agency, either in whole or in part, subject to the availability and actual receipt by System Agency of state or federal funds. System Agency is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If System Agency becomes subject to a legislative change, revocation of statutory authority, or lack of appropriated funds that would render either System Agency's or Grantee's delivery or performance under the Grant Agreement impossible or unnecessary, the Grant Agreement will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages that are caused or associated with such termination or cancellation, and System Agency will not be required to give prior notice. Additionally, System Agency will not be liable to Grantee for any remaining unpaid funds under this Grant Agreement at time of termination. 3.2 NO DEBT AGAINST THE STATE This Grant Agreement will not be construed as creating any debt by or on behalf of the State of Texas. 3.3 DEBTS AND DELINQUENCIES Grantee agrees that any payments due under the Grant Agreement shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including, but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support during the entirety of the Grant Agreement term. 3.4 REFUNDS AND OVERPAYMENTS A. At its sole discretion, the System Agency may (i) withhold all or part of any payments to Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or if any required financial status report(s) is not submitted by the due date(s); or (ii) require Grantee to promptly refund or credit - within thirty (30) calendar days of written notice to System Agency any funds erroneously paid by System Agency which are not expressly authorized under the Grant Agreement. HHS t. niformTeens and Conditions Grant v 3 2 Effective July 2022 Page 10 of 29 Page 20 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 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, roles, or regulations; or (iii) that are otherwise inconsistent with this Grant Agreement, including any unapproved expenditures. Grantee understands and agrees that it shall be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Grant Agreement. Grantee further understands and agrees that reimbursement of such disallowed costs shall be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Grant Agreement. ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.1 ALLOWABLE COSTS A. Allowable Costs are restricted to costs that are authorized under Texas Uniform Grant Management Standards (TxGMS) and applicable state and federal rules and laws. This Grant Agreement is subject to all applicable requirements of TxGMS, including the criteria for Allowable Costs. Additional federal requirements apply if this Grant Agreement is funded, in whole or in part, with federal funds. B. System Agency will reimburse Grantee for actual, allowable, and allocable costs incurred by Grantee in performing the Project, provided the costs are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Grant Agreement. At its sole discretion, the System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. The System Agency may take repayment (recoup) from remaining funds available under this Grant Agreement in amounts necessary to fulfill Grantee's repayment obligations. Grantee and all payments received by Grantee under this Grant Agreement are subject to applicable cost principles, audit requirements, and administrative requirements including applicable provisions under 2 CFR 200, 48 CFR Part 31, and TxGMS. C. OMB Circulars will be applied with the modifications prescribed by TxGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.2 AUDITS AND FINANCIAL STATEMENTS A. Audits i. Grantee understands and agrees that Grantee is subject to any and all applicable audit requirements found in state or federal law or regulation or added by this Grant Agreement ii. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the form within thirty (30) calendar days after receipt of notice, Grantee maybe subject to sanctions and remedies for non-compliance. iii. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in federal funds awarded, Grantee shall have a single audit or program -specific audit in accordance with 2 CFR 200. The federal HHS Uniform Tema and Conditions Grant v. 3 2 Effective July 2022 Page I I of 29 Page 21 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 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 financial statements for the audit period. 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS A. Audits. Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year, Grantee shall submit one electronic copy of the single audit or program -specific audit to the System Agency via: i. HHS portal at https: /hhsvortal.hhs.state.tx.us heartwebextr hhscSau or, ii. Email to: single audit report(a.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: /hhsportal.hhs.state.tx.us heartwebextr.'hhscSau; or, ii. Email to: single audit report(aJ) ihsc.state.tx.us. ARTICLE V. WARRANTY, AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.1 WARRANTY Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement; and all deliverables shall be fit for ordinary use, of good quality, and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement, the System Agency may require Grantee, at its sole expense, to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith, require Grantee to accept the return of such work; and, HHS Uniform Terms and Conditions - Grant v. 3.2 Effective July 2022 Page 12 of 29 Page 22 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A iii. Take necessary action to ensure that Grantee's future performance and work conform to the Grant Agreement requirements. 5.2 GENERAL AFFIRMATIONS Grantee certifies that, to the extent affirmations are incorporated into the Grant Agreement, the Grantee has reviewed the affirmations and that Grantee is in compliance with all requirements. 5.3 FEDERAL ASSURANCES Grantee further certifies that, to the extent federal assurances are incorporated into the Grant Agreement, the Grantee has reviewed the federal assurances and that Grantee is in compliance with all requirements. 5.4 FEDERAL CERTIFICATIONS Grantee further certifies that, to the extent federal certifications are incorporated into the Grant Agreement, the Grantee has reviewed the federal certifications and that Grantee is in compliance with all requirements. In addition, Grantee certifies that it is in compliance with all applicable federal laws, rules, and regulations, as they may pertain to this Grant Agreement. 5.5 STATE ASSURANCES Except to the extent of any conflict under applicable law or requirements or guidelines of any federal awarding agency from which funding for this Grant Agreement originated, the Grantee must comply with the applicable state assurances included within the TxGMS which are incorporated here by reference. ARTICLE VI. INTELLECTUAL PROPERTY 6.1 OWNERSHIP OF WORK PRODUCT A. All right, title, and interest in the Work Product, including all Intellectual Property Rights therein, is exclusively owned by System Agency. Grantee and Grantee's employees will have no rights in or ownership of the Work Product or any other property of System Agency. B. Any and all Work Product that is copyrightable under United States copyright law is deemed to be "work made for hire" owned by System Agency, as provided by Title 17 of the United States Code. To the extent that Work Product does not qualify as a "work made for hire" under applicable federal law, Grantee hereby irrevocably assigns and transfers to System Agency, its successors and assigns, the entire right, title, and interest in and to the Work Product, including any and all Intellectual Property Rights embodied therein or associated therewith, and in and to all works based upon, derived from, or incorporating the Work Product, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing. C. Grantee agrees to execute all papers and to perform such other acts as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. HHS Urriform Terms and Conditions Grant v 32 Effective July 2022 Page 13of29 Page 23 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 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. 6.2 GRANTEE'S PRE-EXISTING WORKS A. To the extent that Grantee incorporates into the Work Product any works of Grantee that were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this Grant Agreement ("Incorporated Pre-existing Works"), Grantee retains ownership of such Incorporated Pre-existing Works. B. Grantee hereby grants to System Agency an irrevocable, perpetual, non-exclusive, royalty -free, transferable, worldwide right and license, with the right to sublicense, to use, reproduce, modify, copy, create derivative works of, publish, publicly perform and display, sell, offer to sell, make and have made, the Incorporated Pre-existing Works, in any medium, with or without the associated Work Product. C. Grantee represents, warrants, and covenants to System Agency that Grantee has all necessary right and authority to grant the foregoing license in the Incorporated Pre- existing Works to System Agency. 6.3 THIRD PARTY IP A. To the extent that any Third Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency, or shall obtain from the applicable third party for System Agency's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty -free right and license, for System Agency's internal business or governmental purposes only, to use, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Third Party 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. 6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI, Intellectual Property. HHS Uniform Terns and Conditions - Grant v. 3.2 Effective Judy 2022 Page 14 of 29 Page 24 of 70 DocuSign Envelope ID: 5AtBE3Dt-BCDB-4D2F-8436-04874F10543A 6.5 DELIVERY UPON TERMINATION OR EXPIRATION No later than the first calendar day after the termination or expiration of the Grant Agreement or upon System Agency's request, Grantee shall deliver to System Agency all completed, or 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 ofthe Grant Agreement. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee's activities under the Grant Agreement without the prior written consent of System Agency. 6.6 SURVIVAL The provisions and obligations of this Article survive any termination or expiration of the Grant Agreement. 6.7 SYSTEM AGENCY DATA A. As between the Parties, all data and information acquired, accessed, or made available to Grantee by, through, or on behalf of System Agency or System Agency contractors, including all electronic data generated, processed, transmitted, or stored by Grantee in the course of providing data processing services in connection with Grantee's performance hereunder (the "System Agency Data"), is owned solely by System Agency. B. Grantee has no right or license to use, analyze, aggregate, transmit, create derivatives of, copy, disclose, or process the System Agency Data except as required for Grantee to fulfill its obligations under the Grant Agreement or as authorized in advance in writing by System Agency. C. For the avoidance of doubt, Grantee is expressly prohibited from using, and from permitting any third party to use, System Agency Data for marketing, research, or other non -governmental or commercial purposes, without the prior written consent of System Agency. D. Grantee shall make System Agency Data available to System Agency, including to System Agency's designated vendors, as directed in writing by System Agency. The foregoing shall be at no cost to System Agency. E. Furthermore, the proprietary nature of Grantee's systems that process, store, collect, and or transmit the System Agency Data shall not excuse Grantee's performance of its obligations hereunder. ARTICLE VII. PROPERTY 7.1 USE OF STATE PROPERTY A. Grantee is prohibited from using State Property for any purpose other than performing Services authorized under the Grant Agreement. B. State Property includes, but is not limited to, System Agency's office space, identification badges, System Agency information technology equipment and networks (e.g., laptops, portable printers, cell phones, iPads or tablets, external hard drives, data storage devices, any System Agency -issued software, and the System Agency Virtual Private Network (VPN client)), and any other resources of System Agency. HHS Uniform Tenns and Conditions Grant v 3 2 Effective July 2022 Page 15 of 29 Page 25 of 70 DocuSign Envelope ID 5A1BE3D1-BCDB-4D2F-8436-04874F10543A C. Grantee shall not remove State Property from the continental United States. hi addition, Grantee may not use any computing device to access System Agency's network or e- mail while outside of the continental United States. D. Grantee shall not perform any maintenance services on State Property unless the Grant Agreement expressly authorizes such Services. E. During the time that State Property is in the possession of Grantee, Grantee shall be responsible for: i. all repair and replacement charges incurred by State Agency that are associated with loss of State Property or damage beyond normal wear and tear, and ii. all charges attributable to Grantee's use of State Property that exceeds the Grant Agreement scope. Grantee shall fully reimburse such charges to System Agency within ten (10) calendar days of Grantee's receipt of System Agency's notice of amount due. Use of State Property for a purpose not authorized by the Grant Agreement shall constitute breach of contract and may result in termination of the Grant Agreement and the pursuit of other remedies available to System Agency under contract, at law, or in equity. 7.2 DAMAGE TO STATE PROPERTY A. In the event of loss, destruction, or damage to any System Agency or State of Texas owned, leased, or occupied property or equipment by Grantee or Grantee's employees, agents, Subcontractors, or suppliers, Grantee shall be liable to System Agency and the State of Texas for the full cost of repair, reconstruction, or replacement of the lost, destroyed, or damaged property. B. Grantee shall notify System Agency of the loss, destruction, or damage of equipment or property within one (1) business day. Grantee shall reimburse System Agency and the State of Texas for such property damage within ten (10) calendar days after Grantee's receipt of System Agency's notice of amount due. 7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT In the event the Grant Agreement is terminated for any reason or expires, State Property remains the property of the System Agency and must be returned to the System Agency by the earlier of the end date of the Grant Agreement or upon System Agency's request. 7.4 EQUIPMENT AND PROPERTY A The Grantee must ensure equipment with a per -unit cost of $5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro -rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment, whether acquired in part or whole with grant funds, until disposition occurs. a 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 L ruform Terms and Conditions Grant v 3 2 Effective July 2022 Page 16 of 29 Page 26 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 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 8.1 RECORD MAINTENANCE AND RETENTION A. Grantee shall keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office, the United States Government, and their authorized representatives sufficient information to determine compliance with the terms and conditions ofthis Grant Agreement and all state and federal rules, regulations, and statutes. B. Grantee shall maintain and retain legible copies of this Grant Agreement and all records relating to the performance of the Grant Agreement, including supporting fiscal documents adequate to ensure that claims for grant funds are in accordance with applicable State of Texas requirements. These records shall be maintained and retained by the Grantee for a minimum of seven (7) years after the Grant Agreement expiration date or seven (7) years after all audits, claims, litigation or disputes involving the Grant Agreement are resolved, whichever is later. 8.2 AGENCY's RIGHT TO AUDIT A. Grantee shall make available at reasonable times and upon reasonable notice, and for reasonable periods, work papers, reports, books, records, supporting documents kept current by Grantee pertaining to the Grant Agreement for purposes of inspecting, monitoring, auditing, or evaluating by System Agency and the State of Texas. B. In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors shall permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, unrestricted access to and the right to examine any site where business is conducted or services are performed, and all records, which includes but is not limited to financial, client and patient records, books, papers or documents related to this Grant Agreement. If the Grant Agreement includes federal funds, federal agencies that shall have a right of access to records as described in this section include: the federal agency providing the funds, the Comptroller General of the United States, the General Accounting Office, the Office of the Inspector General, and any of their authorized HHS Uniform Terms and Conditions - Grant v. 3.2 Effective July 2022 Page 17 of 29 Page 27 of 70 )ocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 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/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS A. Grantee must act to ensure its and its Subcontractors' compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Grant Agreement and the services and Deliverables provided. Any such correction will be at Grantee's or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the services, Grantee must provide to HHS upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the services and Deliverables provided to the State under the Grant Agreement. 8.4 STATE AUDITOR'S RIGHT TO AUDIT The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement. The acceptance of funds directly under the Grant Agreement or indirectly through a subcontract under the Grant Agreement acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. 8.5 CONFIDENTIALITY Grantee shall maintain as confidential and shall not disclose to third parties without System Agency's prior written consent, any System Agency information including but not limited to System Agency's business activities, practices, systems, conditions and services. This section will survive termination or expiration of this Grant Agreement. This requirement must be included in all subcontracts awarded by Grantee. HHS Uniform Terms and Conditions Gant v 32 Effective Jdy 2022 Page 18of29 Page 28 of 70 DocuSign Envelope ID: 5A1BE3D1-BCD84D2F-8436-04874F10543A ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES 9.1 REMEDIES A To ensure Grantee's full performance of the Grant Agreement and compliance with applicable law, System Agency reserves the right to hold Grantee accountable for breach of contract or substandard performance and may take remedial or corrective actions, including, but not limited to the following: i. temporarily withholding cash disbursements or reimbursements pending correction of the deficiency; ii. disallowing or denying use of funds for the activity or action deemed not to be in compliance; iii. disallowing claims for reimbursement that may require a partial or whole return of previous payments or reimbursements; iv. suspending all or part of the Grant Agreement; v. requiring the Grantee to take specific actions in order to remain in compliance with the Grant Agreement; vi. recouping payments made by the System Agency to the Grantee found to be in error; vii. suspending, limiting, or placing conditions on the Grantee's continued performance of the Project; viii. prohibiting the Grantee from receiving additional funds for other grant programs administered by the System Agency until satisfactory compliance resolution is obtained; ix. withholding release of new grant agreements; and x. imposing any other remedies, sanctions or penalties authorized under this Grant Agreement or permitted by federal or state statute, law, regulation or rule. 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 TERMINATION FOR CONVENIENCE The System Agency may terminate the Grant Agreement, in whole or in part, at any time when, in its sole discretion, the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in the System Agency's notice of termination. 9.3 TERMINATION FOR CAUSE A. Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Grant Agreement, in whole or in part, upon either of the following conditions: HHS Uniform Terms and Conditions Grant v 3 2 Eff•ctivc 1Wy 2022 Pagc 19 of 29 Page 29 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 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 (identification in SAM as an excluded entity) may also constitute a material breach of the Grant Agreement. ii. Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement. B. System Agency will specify the effective date of such termination in the notice to Grantee. If no effective date is specified, the Grant Agreement will terminate on the date of the notification. 9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS If the System Agency terminates the Grant Agreement for cause, the Grantee shall be responsibleto the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include, but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to Grantee's failure to perform any work in accordance with the terms of the Grant Agreement. 9.5 INHERENTLY RELIGIOUS ACTIVITIES Grantee may not use grant finding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may engage in inherently religious activities; however, these activities must be separate in time or location from the grant - funded program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. These requirements apply to all grantees, not just faith -based organizations. 9.6 POLITICAL ACTIVITIES Grant funds cannot be used for the following activities: A. Grantees and their relevant sub -grantees or subcontractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying, advocating for legislation, campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties, and voter registration campaigns. Grantees may use private, or non -System Agency money or contributions for political purposes but may not charge to, or be reimbursed from, System Agency contracts or grants for the costs of such activities. B. Grant -funded employees may not use official authority or influence to achieve any political purpose and grant funds cannot be used for the salary, benefits, or any other compensation of an elected official. HHS Uniform Terms and Conditions Grant v 3 2 Effective hily 2022 Page 20 of 29 Page 30 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 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 10.1 GENERAL INDEMNITY A. GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS' FEES, AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE GRANT AGREEMENT AND ANY PURCHASE ORDERS ISSUED UNDER THE GRANT AGREEMENT. B. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS 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; 1 ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR Gi 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 Uniform Tenns and Conditions Grant v 3 2 Effective July 2022 Page 21 of 29 Page 31 of 70 )ocuSign Envelope ID: 5A1BE3Dt-BCDB-4D2F-8436-04874F10543A AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE UNDER THE GRANT AGREEMENT. 10.3 ADDITIONAL INDEMNITY PROVISIONS A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. B. THE DEFENSE S11.-%LL 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 AMENDMENTS Except as otherwise expressly provided, the Grant Agreement may only be amended by a written Amendment executed by both Parties. 11.2 NO QUANTITY GUARANTEES The System Agency makes no guarantee of volume or usage of work under this Grant Agreement. All work requested may be on an irregular and as needed basis throughout the Grant Agreement term. 11.3 CHILD ABUSE REPORTING REQUIREMENTS A. Grantees shall comply with child abuse and neglect reporting requirements in Texas Family Code Chapter 261. This section is in addition to and does not supersede any other legal obligation of the Grantee to report child abuse. B. Grantee shall use the Texas Abuse Hotline Website located at httas:/ www.txabusehotline.ore Loein/Default.asnx 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 Jmly 2022 Page 22 of 29 Page 32 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO -FREE WORKPLACE POLICY MINIMUM STANDARDS A. Grantee certifies that it has adopted and enforces a Tobacco -Free Workplace Policy that meets or exceeds all of the following minimum standards of: i. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; ii. Designating the property to which this Policy applies as a "designated area," which must at least comprise all buildings and structures where activities funded under this Grant Agreement are taking place, as well as Grantee owned, leased, or controlled sidewalks, parking lots, walkways, and attached parking structures immediately adjacent to this designated area; iii. Applying to all employees and visitors in this designated area; and iv. Providing for or referring its employees to tobacco use cessation services. B. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. 11.5 INSURANCE AND BONDS Unless otherwise specified in this Contract, Grantee shall acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee shall provide evidence of insurance as required under this Contract, including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee shall secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. In addition, if required by System Agency, Grantee must obtain and have on file a blanket fidelity bond that indemnifies System Agency against the loss or theft of any grant funds, including applicable matching funds. The fidelity bond must cover the entirety of the grant term and any subsequent renewals. The failure of Grantee to comply with these requirements may subject Grantee to remedial or corrective actions detailed in section 10.1, General Indemnity, above. These and all other insurance requirements under the Grant apply to both Grantee and its Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 11.6 LIMITATION ON AUTHORITY A. Grantee shall not have any authority to act for or on behalf of the System Agency or the State of Texas except as expressly provided for in the Grant Agreement; no other authority, power, or use is granted or implied. Grantee may not incur any debt, HHS Uniform Terms and Conditions Gant v 3 2 Effective July 2022 Page 23 of 29 Page 33 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 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 IN LAWS AND COMPLIANCE WITH LAWS Grantee shall comply with all laws, regulations, requirements and guidelines applicable to a Grantee providing services and products required by the Grant Agreement to the State of Texas, as these laws, regulations, requirements and guidelines currently exist and as amended throughout the term of the Grant Agreement. Notwithstanding Section 11.1, Amendments, above, System Agency reserves the right, in its sole discretion, to unilaterally amend the Grant Agreement to incorporate any modifications necessary for System Agency's compliance, as an agency of the State of Texas, with all applicable state and federal laws, regulations, requirements and guidelines. 11.8 SUBCONTRACTORS Grantee may not subcontract any or all of the Work and or obligations under the Grant Agreement without prior written approval of the System Agency. Subcontracts, if any, entered into by the Grantee shall be in writing and be subject to the requirements of the Grant Agreement. Should Grantee subcontract any of the services required in the Grant Agreement, Grantee expressly understands and acknowledges System Agency is in no manner liable to any subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Grant Agreement. 11.9 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant Agreement any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or services required by this Grant Agreement. Grantee shall be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Grant Agreement. 11.10 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third -party service providers shall serve as independent contractors in providing the services HHS Umform Terms and Conditions Grant v. 3.2 Effective July 2022 Page 24 of 29 Page 34 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and neither may make any comnutments on the other parry's behalf. The Grantee is not a "governmental body" solely by virtue of this Grant Agreement or receipt of grant funds under this Grant Agreement. Grantee shall have no claim against System Agency for vacation pay, sick leave, retirement benefits, social security, worker's compensation. health or disability benefits. unemployment insurance benefits, or employee benefits of any kind. The Grant Agreement shall not create any joint venture, partnership. agency, or employment relationship between Grantee and System Agency_ 11.11 Goer G L,kt'i' .%,N-D t�E-N-CTE The Grant Agreement shall be governed by and construed in accordance with the laws of the State of Texas. without regard to the conflicts of law provisions_ The venue of any suit arising under the Grant Agreement is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the System Agency. 11.12 SE-v ER"nxrY If any provision contained in this Grant Agreement is held to be unenforceable by a court of law or equity, such construction will not affect the legality, validity, or enforceability of any other provision or provisions of this Grant Agreement. It is the intent and agreement of the Parties this Grant Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is valid, legal and enforceable and that achieves the same objective. All other provisions of this Grant Agreement will continue in full force and effect. 11.13 StTR« .kBn= 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 falfill the essential purpose of the Grant Agreement, including without limitation the provisions regarding return of grant fiords, audit requirements, records retention; public information, warranty, indemnification, confidentiality, and rights and remedies upon termination. 11.14 FORCE 11 UEURE 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 failtme 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. HITS Uniform Terms and Con&troms — Cnamt v. 32 Effective July 2022 Page 25 of 24 Page 35 of 70 DocuSign Envelope ID: 5A1 BE3D1-BCDB-4D2F-8436-04874F10543A 11.15 NO IAiPLIED AN'An-F-R OF PRO-%'ISIO\S The failure of the System Agency to object to or to take affirmative action with respect to any conduct of the. Grantee which is in violation or breach of the terms of the Grant Agreement shall not be construed as a waives of the violation or breach, or of any future violation or breach 11.16 FLrDrG DisciLAnfxs AND 1-4,BELING 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 lumit 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 fimded in part or wholly by HHS giant fimdmg 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 '-NIEDL1.R miF-A sEs A. Grantee shall not use System Agency's name. logo. or other likeness in any press release, marketing material or other announcement without System Agency's prior written approval. System Agency does not endorse any vendor, commodity, or service. Grantee is not authorized to make or participate in any media releases or public announcements pertaining to this Grant Agreement or the Services to which they relate without System Agency's prior written consent. and then only in accordance with explicit written instruction from System Agency. B. Grantee may publish: at its sole expense. results of Grantee performance under the Grant Agreement with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 11.18 PROHIBITION ON NoN--COMPETE RE5TRICTIONs 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 SOX'EREIG.N 1?,afL-N- = Nlothmg 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 Uui&rm Terms and Conditions — Grant v. 3.2 Effective July 2022 Page 26 of 29 Page 36 of 70 DocuSign Envelope ID: 5A1BE3131-BCDB-4D2F-8436-04874F10543A 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 E*,TERE Corrr icr .kND MODI ATIOn The Grant Agreement constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement ofthe promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Grant Agreement will be harmonized with this Grant Agreement to the extent possible. 11.21 Cot-N-rERP tm This Grant Agreement may be executed in any number of counterparts, each of which will be an original, and all such coumterparts will together constitute but one and the same Grant Agreement_ 11.22 PROPER AvrHORri Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement_ 11.23 E-VEMT PROGR IM Grantee certifies that it utilizes and will continue to utilize the U.S. Department of Homeland Security's E-Verify system to determine the eligibility of: A. all persons employed to perform duties within Texas during the term of the Grant Agreement; and B. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant to the Grant Agreement within the United States of America. 11.24 C.nn 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 Ai. The System Agency's administrative mules, 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. 32 Effecth a Jury 2022 Page 27 of 29 Page 37 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A participation in or denied any aid care. service or other benefits provided by Federal or State finding, 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_FR. 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: https7 'lhhs.te.xas.gove'about-hhs yotu-rights`civil-rights-officelci , l-rights-posters. E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R Part 87 or 7 CF_R- Part 16. These provide in part that any organization that participates in programs ftmded by direct financial assistance from the United States Department of Agriculttire or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request; Grantee shall provide HHSC-s Civil Rights Office with copies of the Grantee's civil rights policies and procedures_ G_ Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination received relating to its performance under this Grant Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street, Mail C'ode.W206 Austin, Texas 78751 Phone Toll Free-- (888) 388-6332 Phone: (512) 4384313 Fax: (512) 438-5885 Email: HHSCivilRightsOffice@hhsc.state..tx.us. 11.25 EA' "RisE DiFORALMON MANAGENMST STANDARDS 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 docuumentation and communication of data models, metadata, and other data definition methods that are required by HHS for ongoing data governance, strategic portfolio analysis, interoperability planning, and valuation of HHS System data assets. 11.26 DisuosuRE OF Lmc—&.non 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 HMS Uniform Terms and Conditions — Grrmt v. 3 2 Effective July 2022 Page 28 of 29 Page 38 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 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 mist 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 fiilly 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. 11.27 No T>ntn PARTY BENTmcLuuzs The Grant Agreement is made solely and specifically among and for the benefit of the Parties named herein and their respective successors and assigns, and no other person shall have any right, interest. or claims hereunder or be entitled to any benefits pursuant to or on account of the Grant Agreement as a third -party beneficiary or otherwise. 11.28 BnNnwc EFFEcr 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 Teams and Conditions - Grant v. 3 2 Effective My 2022 Page 29 of 29 Page 39 of 70 :)ocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A Attachment D HEALTH AND HUMAN SERVICES CONTRACT AFFIRMATIONS (Version 2.2, Effective May 2022) For purposes of these Contract Affirmations. HHS includes both the Health and Huunan Services C'onunission (HHSC) and the Department of State Health Ser%-ices (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. ,vithout exception. understands. and agrees to comply with the follovvung 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 Gover nient 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 maybe subject to public disclosure pursuant to the Texas Public Infonniation Act. In accordance with Section 2252.907 of the Texas Goverrument 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 hnfornation 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 Govenunent 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 Senices Contract Affirmations v. 2.2 Effective May 2022 Page 1 of 13 Page 40 of 70 DocuSign Envelope ID: 5A1 BE3D1 -BCDB-4D2F-8436-04874F1 0543A 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 fiomn 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 assignunent. 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 .vell as terms and conditions advanced by Contractor that differ in any manner from HHS' tenors 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 goverYnmental 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 lags. S. 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 opportutnity. firture 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 Governnnent 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 Govenuuent Code (relating to convictions and penalties regarding Hurricane Rita. Hurricane Katrina. and other disasters). the Contractor certifies that the individual or business entity named m this Contract and any related Solicitation Response is not ineligible to receive this Contract Health and Human Senices Contract Affrmtations v. 2.2 Effective May 2022 Page 2 of 13 Page 41 of 70 DocuSign Envelope ID: 5A1BE31)1-BCDB-4D2F-8436-04874F10543A and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 12. Child Support Obligation Under Section 231.006(d) of the Texas Family Code regarding child support. Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive the specified payment and acknowledges that the Contract may be terminated and payment may be withheld if this certification is inaccurate. If the certification is shown to be false. Contractor may be liable for additional costs and damages set out in 231.006(f). 13. Suspension and Debarment Contractor certifies that it and its principals are not suspended or debarred fi•om doing business with the state or federal govenninnent as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management (SA* maintained by the General Services Administration, This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12659. 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 Treastuy. Office of Foreign Assets Control.' 15. Foreign Terrorist Organizations Contractor represents and warrants that it is not engaged in business with Iran. Sudan. or a foreign terrorist organization. as prohibited by Section 2252.152 of the Texas Governinnent Code. 16. Executive Head of a State Agencti In accordance with Section 669.003 of the Texas Government Code. relating to contracting -,itlm 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 Govermnent Code. Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive this Contract and acknowledges that this Contract may be ternmiimated and payment withheld if this certification is inaccurate. Health and Human Senices Contract Affirmations v 2 2 Effective May 2022 Page 3 of 13 Page 42 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 18. Franchise Tax Status Contractor represents and warrants that it is not currently delinquent in the payment of any fianchise 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. Lobb- .t-ing 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 Govennnnent Code. requiring the purchase of products and materials produced in the State of Texas in performing service contracts. 22. Disaster Recover- 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 Cormmission on Environrnental 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. Cvbersecurity Training A. Contractor represents and warrants that it will comply with the requirements of Section 2054.5192 of the Texas Governnnent Code relating to cybersecurity training and required verification of completion of the training program. B. Contractor represents and warrants that if Contractor or Subcontractors. officers. or employees of Contractor have access to any state computer system or database, the Contractor. Subcontractors. officers. and employees of Contractor shall complete cybersecurity training pursuant to and in accordance with Goverinnnent Code. Section 2054.5192. Health and Human Sen-ices Contract Affirmations v. 2 2 Effective May 2022 Page 4 of 13 Page 43 of 70 )ocuSign Envelope ID: 5A1 BE3D1-BCDB-4D2F-8436-04874F10543A 26. Restricted Employment for Certain State Personnel Contractor acknowledges that. pursuant to Section 572.069 of the Texas Govermnent Code. a former state officer or employee of a state agency vvho 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. 1\o 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 minder 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 innnediately and filly disclose such interest in writing to System Agency. In addition. Contractor n•ill promptly and fully disclose any relationship that nnight 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 fiaud. waste. or abuse. Violations of law. agency policies. or standards of ethical conduct will be investigated. and appropriate actions will be taken. Puisuant 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 fi•orn 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 unlawfinl 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 fi•aud. waste. or abuse has occurred (including misconduct by any HHS employee, Grantee officer. agent. employee. or subcontractor that would constitute fraud. waste, or abuse) are required to innnediately report the questioned activity to the Health and Hurman Services Comunission's Office of Inspector General. Contractor agrees to comply with all applicable laws, rules, regulations, and System Agency policies regarding fi•aud, 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 -%vebsite: lnttp. s ao.fraud. state. tx.us All reports made to the OIG must be made through one of the following avenues: Health and Human Senices Contract Affirmations v. 2.2 Effective May 2022 Page 5 of 13 Page 44 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A • OIG Toll Free Hotline 1-800-436-6184 • OIG Website: ReportTexasFraud.com • Internal Affairs Email: IrmternalAffairsReferal a lmhsc.state.tx.us • OIG Hotline Email: OIGFraudHotline@lilmsc.state.tx.uus. • OIG Mailing Address: Office of Inspector General Attn: Fraud Hotline MC 1300 P.O. Box 85200 Austin. Texas 78708-5200 29. Antitrust The widersigned affirms under penalty of perjuuy 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. R Conun. 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 coninit micated 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 Regulator• 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 pendi112 or threatened against Contractor or any of the individuals or entities included in numbered paragraph 1 of these Contract Affirmations within the five (5) calendar years inunediately 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 v.. arrants 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 innpair Contractor's performance uuider 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 -, arrants 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 Ser %ices Contract Affirmations v 2.2 Effective May 2022 Page 6 of 13 Page 45 of 70 DocuSign Envelope ID: 5AtBE3Dt-BCDB-4D2F-8436-04874F10543A 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 filly advised System Agency in writing of the facts and circurmstances sla rounding 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 Conunrerce 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. uncluding subcontractors. assigned by Contractor to performs work pursuant to this Contract within the United States of America. 35. Former Agenc}' Employees — Certain Contracts If this Contract is an employment contract. a professional services contract sunder Chapter 2254 of the Texas Government Code. or a consulting services contract sunder 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 am HHS Agency during the twelve (12) month period irmmediately prior to the date of the execution of the Contract. Health and Human Senices Contract Affirmations v 2 2 Effective bfay 2022 Page 7 of 13 Page 46 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 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 -,vho 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 mfoiniation in its offer to provide services. Contractor hereby certifies that this information was provided and remains trice. correct, and complete: 1. Name of individual(s) (Contractor of 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 tune 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 t-%vo 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 fiunds are appropriated under the Act: 1. performs an abortion procedure that is not reimbursable under the state's Medicaid program: 2. is connunonly owned, managed. or controlled by an entity that performs an abortion procedure that is not reimbursable tumder the state's Medicaid program: or 3. is a franchise or affiliate of arm 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 tunder 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 finding 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 ivith an abortion provider or an affiliate of an abortion provider. Contractor certifies that it is not ineligible to contract with HHSC under the terms of Chapter 2272 (eff. Sept. 1. 2021, Ch. 2273) of the Texas Goverimient Code. Health and Human Services Contract Affirmations v. 2 2 Effective May 2022 Page 8 of 13 Page 47 of 70 DocuSign Envelope ID: 5A1 BE31)1-BCDB-4D2F-8436-04874F10543A 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 C'FR 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 C'OVID-19 vaccination or post -transmission recovery on entry to. to gain access to. or to receive service fiom 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 xvith 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 Goverrnnnent 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 Govenunent Code (relating to prohibition on contracts with companies that discriminate against firearim and anunmunition industries). Contractor verifies that: (1) it does not. and will not for the duration of the Contract. have a practice. policy. guidance. or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract. Contractor shall promptly notify System Agency. 43. Security Controls for State Agency Data In accordance with Senate Bill 475, Acts 2021. 87th Leg.. R.S., pursuant to Texas Goverrunent 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 -,vitln 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 Ser %ices Contract Affirmations v. 2.2 Effective May 2022 Page 9 of 13 Page 48 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 44. Cloud Computing State Risk and Authorization Management Program (TX-RAJIP) In accordance with Senate Bill 475. Acts 2021. 87th Leg.. R.S., pursuant to Texas Government Code. Section 2054.0593. Contractor acknowledges and agrees that. if providing cloud computing services for System Agency. Contractor must comply with the requirements of the state risk and authorization management program and that System Agency may not enter or renew a contract with Contractor to purchase cloud computing services for the agency that are subject to the state risk and authorization management prograirr runless Contractor demonstrates compliance with program requirements. If providing cloud computing services for System Agency that are subject to the state risk and authorization management program. Contractor certifies it will maintain program compliance and certification throughout the tern 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 Goy ermnent Code. Section 531.102(nn-1)(2) is applicable to this Contract, Contractor affrnis that it possesses the necessary occupational licenses and experience. 46. Contract for Professional Services of Physicians, Optometrists, and Registered Nurses In accordance with Senate Bill 799, Acts 2021. 87th Leg.. R.S., if Texas Govermient Code. Section 2254.008(a)(2) is applicable to this Contract. Contractor affrrns that it possesses the necessary occupational licenses and experience. 47. Foreign -Owned Companies in Connection with Critical Infrastructure If Texas Govermnent 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 infi•astructure. 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 couuitry. 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 Page 49 of 70 DocuSign Envelope ID: 5A1 BOW -BCDB-4D2F-8436-04874F10543A access to or control of critical infrastructure. as defined by Section 113.001 of the Texas Business R 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 Govermrnent Code. Section 2.101 is applicable to Contractor. Contractor certifies that it is not ineligible to receive state grant fitnds pursuant to Texas Government Code. Section 2.103. 50. Prohibition on Abortions Contractor understands. acluiowledges. and agrees that. pursuant to Article II of the General Appropriations Act. (1) no fluids shall be used to pay the direct or indirect costs (iucludung nnarketing. overhead. rent. phones, and utilities) of abortion procedures provided by contractors of HHSC: and (2) no fitnds appropriated for Medicaid Family Planning. Healthy Texas Women Program. or the Family Planning Program shall be distributed to indivrduuals or entities that perform elective abortion procedures or that contract with or provide fitnds 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 fitnding pursuant to Article II. 51. False Representation Contractor understands. acknowledges, and agrees that any false representation or any failure to comply with a representation. -,vaa•anty. or certification made by Contractor is subject to all civil and crimunal consequences provided at law or in equity including. but not limited to. irmmnediate terunination 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 durung the performance of this Contract or any related Solicitation is a material breach of contract and may void this Contract. Further. Contractor understands. acknowledges. and agrees that any false representation or any failure to comply with a representation. warranty. or certification made by Contractor is subject to all civil and crinnirnal consequences provided at law or in equity including. but not limited to, inumediate termination of this Contract. 53. Permits and License Contractor represents and warrants that it will comply with all applicable laws and maintairn 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 Senices Contract Affirmations v. 2.2 Effective May 2022 Page 11 of 13 Page 50 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 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 Se111ces Contract AM=tions v 2 2 Effective May 2022 Page 12 of 13 Page 51 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A Authorized representative on behalf of Contractor must complete and sign the following: of Lubbock Legal Name of Contractor Assumed Business Name of Contractor, if applicable (d/b/a or `doing business as') Texas County(s) for Assumed Business Name (d/b/a or `doing business as') Attach Assumed Name Certificate(s) filed with the Texas Secretary of State and Assumed Name Certificate(s), if any, for each Texas County Where Assumed Name Certificate(s) has been filed. ,e—DocuSigned by: 09/22/2023 Signature of Authorized Representative Date Signed Tray Payne Mayor Printed Name of Authorized Representative Title of Authorized Representative First, Middle Name or Initial, and Last Name 1314 Avenue K Lubbock, TX 79401 Physical Street Address City, State, Zip Code PO Box 2000 _Lubbock, TX 79457 Mailing Address, if different City, State, Zip Code (806) 775-2010 Phone Number Fax Number traypayne@mylubbock.us UEI is required now Email Address DUNS Number 756000590 17560005906 Federal Employer Identification Number Texas Identification Number (TIN) Texas Franchise Tax Number Texas Secretary of State Filing Number LXDNEKWRVKJ6 SAM.gov Unique Entity Identifier (UEI) MaM and Haman Serum Coauact AfBrmmons v 2 2 EBecuvc %Say 2022 Page 13 of 13 Page 52 of 70 DocuSign Envelope ID 5A1BE3D1-BCDB-4D2F-8436-04874F10543A Attachment E HHS Data Use Agreement with Security and Privacy Inquiry Form (Governmental Entity Version) DATA USE AGREEMENT BETR`EEN THE TEXAS HEALTH AND 11111LLN SER\'ICES SYSTEM AND CONTRACTOR This Data Use Agreement (-DUA-) is effective as of the date of the Base Contract into which it is incorporated ("Effective Date'), by and between the Texas Health and Human Services System, which includes the Texas Health and Human Services Commission and the Department of State Health Services (,HHS") and Contractor (the "Base Contract"). .ARTICLE 1. PURPOSE; APPLICABILITY; ORDER OF PRECEDENCE The purpose of this DUA is to facilitate access to, creation, receipt, maintenance, use, disclosure or transmission of 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. This DUA also describes HHS 's remedies in the event of Contractor's noncompliance with its obligations under this DUA. This DUA applies to both HHS busmess_associates, as "business associate" is defined in the Health Insurance Portability and Accountability Act HWAA , and contractors who are not business associates, who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As a best practice, HHS requires its contractors to comply with the terms of this DUA to safeguard all types of Confidential Information As of the Effective Date of this DUA, if any provision of the Base Contract conflicts with this DUA, this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA capitalized_ underlined terms have the following meanings "Authoiized Purpose" means the specific purpose or purposes described in 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. "Breach" means an impermissible use or disclosure of electronic or non-electromc sensitive personal information by an unauthorized person or for an unauthonzed purpose that compromises the security or GOVERNMENTAL ENTITY VERSION HHS Data Use Agreement v.8 5 October 23.2019 1of11 Page 53 of 70 DocuSign Envelope ID: 5A1 BE3D1-BCDB-4D2F-8436-04874F10543A privacy of Confidential Information such that the use or disclosure poses a risk of reputational harm, theft of financial information, identity theft, or medical identity theft_ Any acquisition, access, use, disclosure or loss of Confidential Information other than as permitted by this DUA shall be presumed to be a Breach unless Contractor demonstrates, based on a risk assessment, that there is a low probability that the Confidential Information has been compronmed. "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 HHS that consists of or includes 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 (§PD 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 system of records for administration of federally funded benefit programs under the Social Security Act, 42 U.S-C., Chapter 7; (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. "Destr•ol", "Desh-uction", for Confidential Information, means: (1) Paper, film, or other hard copy media have been shredded or destroyed such that the Confidential Information cannot be read or otherwise cannot be reconstructed. Redaction is specifically excluded as a means of data destruction. (2) Electronic media have been cleared, purged, or destroyed consistent with MST Special Publication 800-88, "Guidelines for Media Sanitization," such that the Confidential Information cannot be retrieved. "Discover, Discover•" means the first day on which a Breach becomes known to Contractor, or, by exercising reasonable diligence would have been known to Contractor. GOVERNN ENTAL ENTITY VERSION HHS Data Use Agreement v.8.5 October 23, 2019 2of11 Page 54 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A "Legally Authorized Representative" of an individual, including as provided in 45 CFR 435.923 (authorized representative); 45 CFR 164.502(g)(1) (personal representative); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code § 166.164 (medical power of attorney), and Texas Estates Code § 22.031(representative) "Required by Law" means a mandate contained in law that compels an entity to use or disclose Confidential Information that is enforceable in a court of law, including court orders, warrants, subpoenas or investigative demands. "Subcontractor" means a person who contracts with a prime contractor to work, to supply commodities, or to contribute toward completing work for a governmental entity. "Workforce" means employees, volunteers, trainees or other persons whose performance of work is under the direct control of a party, whether or not they are paid by that party. ARTICLE 3. CONTRACTOR'S DL-HES REGARDLNG CONFIDENMAL, LNFOR'%LkTION Section 3.01 Obligations of Contractor Contractor agrees that: (A) With respect to PHI, Contractor shall: (1) Make PHI available in a designated record set if requested by HHS, if Contractor maintains PHI in a designated record set, as defined in HIPAA. (2) Pro -tide to HHS data aggregation services related to the healthcare operations Contractor performs for HHS pursuant to the Base Contract, if requested by HHS, if Contractor provides data aggregation services as defined in H1PAA. (3) Provide access to PHI to an individual who is requesting his or her own PHI, or such individual-s Legally Authorized Representative, in compliance with the requirements of HIPAA. (4) Make PHI available to HHS for amendment, and incorporate any amendments to PHI that HHS directs, in compliance with HIPAA. (5) Document and make available to HHS, an accounting of disclosures in comphance with the requirements of HIPAA. (6) If Contractor receives a request for access, amendment or accounting of PHI by any individual, promptly forward the request to HHS or, if forwarding the request would violate HIPAA, promptly notify HHS of the request and of Contractor-s response. HHS will respond to all such requests, unless Contractor is Required by Law to respond or HHS has given prior written consent for Contractor to respond to and account for all such requests. (B) R'ith respect to ALL Confidential Information, Contractor shall: (1) 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 Confidential Information from being used in a manner that is not expressly an Authorized Purpose or as Required by Law. Contractor will access, create, maintain, receive, use, disclose, transmit or Des froy 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. GOVERNMENTAL ENTITY VERSION HHS Data Use Agreement v.8 5 October 23, 2019 3ofIt Page 55 of 70 )ocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A (2) Establish, implement and maintain appropriate procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality, integrity, and availability of the Confidential Information, in accordance with 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. (3) Implement, update as necessary, and document privacy, security and Breach notice policies and procedures and an incident response plan to address a Breach, to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the Base Contract. Contractor shall produce, within three business days of a request by HHS, copies of its policies and procedures and records relating to the use or disclosure of Confidential Information- (4) Obtain HHS's prior written consent to disclose or allow access to any portion of the Confidential Information to any person, other than Authorized Users, Workforce or Subcontractors of Contractor who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Breach to Contractor's management and as pennitted in Section 3.01(A)(3), above. Contractor shall produce evidence of completed training to HHS upon request. HHS, at its election, may assist Contractor in training and education on specific or unique HHS processes, systems and/or requirements. All of Contractor's Authorized Users, Workforce and Subcontractors with access to a state computer system or database will complete a cybersecurity training program certified under Texas Government Code Section 2054.519 by the Texas Department of Information Resources. (5) 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 shall maintain evidence of sanctions and produce it to HHS upon request. (6) Obtain prior written approval of HHS, to disclose or provide access to any Confidential Information on the basis that such act is.Required by Lawso that HHS may have the opportunity to object to the disclosure or access and seek appropriate relief. If HHS objects to such disclosure or access, Contractor shall refiam from disclosing or providing access to the Confidential Information until HHS has exhausted all alternatives for relief. (7) Certify that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the immmu m extent necessary to accomplish the Authorized Purpose and that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. Contractor and its Subcontractors shall maintain at all tines an updated, complete, accurate list of Authorized Users and supply it to HHS upon request. (8) provide, and shall cause its Subcontractors and agents to provide, to HHS periodic written confirmation of compliance with controls and the terms and conditions of this DUA. (9) Return to HHS or Destroy, at HHS's election and at Contractor's expense, all Confidential Information received from HHS or created or maintained by Contractor or any of Contractor's agents or Subcontractors on HHS's behalf upon the termination or expiration of this DUA, if reasonably feasible and permitted by law. Contractor shall certify in writing to HHS that all such Confidential Information has been Destroyed or returned to HHS, and that Contractor and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, Contractor acknowledges and agrees that it may not Destro any Confidential Information if federal or state law, or HHS record retention policy or a litigation hold notice prohibits such Destruction. If such return or Destruction is not reasonably feasible, or is GOVERNMENTAL ENTITY VERSION HHS Data Use Agreement v.8.5 October 23, 2019 4of11 Page 56 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A impermissible by law, Contractor shall immediately notify HHS of the reasons such return or Destruction is not feasible and agree to extend the protections of this DUA to the Confidential Information for as long as Contractor maintains such Confidential Information. (10) Complete and return with the Base Contract to HHS, attached as Attachment 2 to this DUA, the HHS Security and Privacy Initial Inquiry (SPI) at https://hhs.texas.gov/laws- reVIations/fonvs/nuscellaneous/hhs-information-secunty_pnvacy-initial-inquiry-spi The SPI identifies basic privacy and security controls with which Contractor must comply to protect Confidential Information. Contractor shall comply with periodic security controls compliance assessment and monitoring by HHS as required by state and federal law, based on the type of Confidential Information Contractor creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk. Contractor's security controls shall be based on the National Institute of Standards and Technology (NIST) Special Publication 800-53. Contractor shall update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Information and shall provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements_ (11) Comply with the HHS Acceptable Use Policy (AUP) and require each Subcontractor and Workforce member who has direct access to HHS Information Resources, as defined in the AUP, to execute an HHS Acceptable Use Agreement. (12) 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 as required by rule, regulation or law. Confidential Information at rest requires encryption unless there is adequate administrative, technical, and physical security as required by rule, regulation or law. All electronic data transfer and communications of Confidential Information shall be through secure systems. Contractor shall provide proof of systems media or device security and/or encryption to HHS no later than 48 hours after HHS's written request in response to a compliance investigation, audit, or the Discovery of a Breach. HHS may also request production of proof of security at other times as necessary to satisfy state and federal monitoring requirements. Derdentrfication of Confidential Information in accordance with HIPAA de -identification standards is deemed secure. (13) Designate and identify a person or persons, as Privacy Official 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 shall provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change. Upon wntten notice from HHS, Contractor shall promptly remove and replace such official(s) if such official(s) is not performing the required functions. (14) Make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to, or copies of, Confidential Information in accordance with applicable laws, regulations or demands of a regulatory authority relating to Confidential Information. Contractor shall provide such information in a time and manner reasonably agreed upon or as designated by the applicable law or regulatory authority. (15) Comply with the following laws and standards if applicable to the ttpe of Confidential Information and Contractor's Authorized Purpose: GOVERNMENTAL ENTITY VERSION HHS Data Use Agreement v 8.5 October 23, 2019 5of11 Page 57 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A • Title 1. Part 10, Chapter 202, Subchapter B, Texas Administrative Code; • The Privacy Act of 1974; • OMB Memorandum 17-12; • The Federal Information Security Management Act of 2002 (FISMA); • The Health Insurance Portability and Accountability Act of 1996 QPAA • Internal Revenue Publication 1075 — Tax Information Security Guidelines for Federal, State and Local Agencies; • National Institute of Standards and Technology (MIST) Special Publication 800-66 Revision 1 — An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A — Recommended Security Controls for Federal Information Systems and Organizations, as currently revised-, • NIST Special Publication 800-47 — Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88, Guidelines for Media Sanitization, • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI; • Family Educational Rights and Privacy Act • Texas Business and Commerce Code Chapter 521 • Any other State or Federal law, regulation, or administrative rile relating to the specific HHS program area that Contractor supports on behalf of HHS. (16) Be pernutted to use or disclose Confidential Information for the proper management and administration of Contractor or to carry out Contractor's legal responsibilities, except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, if: (a) Disclosure is Required by Law; (b) Contractor obtains reasonable assurances from the person to whom the information is disclosed that the person shall. 1. Maintain the confidentiality of the Confidential Information in accordance with this DUA; 2. Use or further disclose the information only as Required by Law or for the Authorized Putpose for which it was disclosed to the person; and 3. Notify Contractor in accordance with Section 4.01 of a Breach of Confidential Information that the person Discovers or should have Discovered with the exercise of reasonable diligence. GOVERNMENTAL ENTITY VERSION HHS Data Use Agreement v.8.5 October 23, 2019 6 of 11 Page 58 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A (C) «-ith respect to ALL Confidential Information, Contractor shall NOT: (1) Attempt to re -identify or further identify Confidential Information that has been deidentified or attempt to contact any persons whose records are contained in the Confidential Information except for an Authorized Purpose, without express written authorization from HHS. (2) Engage in prohibited marketing or sale of Confidential Information- (3) 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 HHS without requiring that Subcontractor first execute either the Form Subcontractor Agreement, Attachment 1, or Contractor's own Subcontractor agreement that ensures that the Subcontractor shall comply with the same safeguards and restrictions contained in this DUA for Confidential Information. Contractor is directly responsible for its Subcontractors' compliance with, and enforcement of, tins DUA. ARTICLE 4. BREACH NOTICE, REPORTING :A\rD CORRECTION REQUIRE_3*IE_N­TS Section 4.01. Cooperation and Financial Responsibility. (A) Contractor shall, at Contractor's expense, cooperate fully with HHS in investigating, mitigating to the extent practicable, and issuing notifications as directed by HHS, for any Breach of Confidential Information- (B) Contractor shall make Confidential Information in Contractor's possession available pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach. (C) Contractor's obligation begins at the Discovery of a Breach and continues as long as related activity continues, until all effects of the Breach are mitigated to HHS's satisfaction (the "incident response period"). Section 4.02. Initial Breach Notice. For federal information obtained from a federal system of records, including Federal Tax Information and Social Security Administration Data (which includes Medicaid and other governmental benefit program Confidential Information), Contractor shall notify HHS of the Breach within the first consecutive clock hour of Discovery. The Base Contract shall specify whether Confidential Information is obtained from a federal system of records. For all other types of Confidential Information Contractor shall notify HHS of the Breach not more than 24 hours after Discovery, or in a timeframe otherwise approver! by RHS in writing. Contractor shall initially report to HHS's Privacy and Security Officers via email at: privacy9_BHSC.state.tx.us and to the HHS division responsible for the Base Contract. Contractor shall report all information reasonably available to Contractor about the Breach. Contractor shall provide contact information to HHS for Contractor's single point of contact who will communicate with HHS both on and off business hours during the incident response period. Section 4.03 Third Business Day Notice: No later than 5 p.m. on the third business day after Discovery, or a time within which Discovery reasonably should have been made by Contractor of a Breach of Confidential Information, Contractor shall provide written notification to HHS of all reasonably available information about the Breach, and Contractor's investigation, including, to the extent known to Contractor: a. The date the Breach occurred; GOVERNMENTAL ENTITY VERSION HHS Data Use Agreement v.8.5 October 23, 2019 7of11 Page 59 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A b. The date of Contractor's and, if applicable, Subcontractor's Discovery; c. A brief description of the 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; g. Contractor's initial risk assessment of the Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; h. Contractor's recommendation for HHS's approval as to the steps individuals and/or Contractor on behalf of individuals, should take to protect the individuals from potential harm, including 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 curumstances; 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 Breach; k. Identify, describe or estimate of the persons, Workforce, Subcontractor, or individuals and any law enforcement that may be involved in the Breach; 1. A reasonable schedule for Contractor to provide regular updates regarding response to the Breach, but no less than every three (3) business days, or as otherwise directed by HHS in writing, including information about risk estimations, reporting, notification, if any, itiation, 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 a Breach that HHS requests following DiscoM. Section 4.04. Investigation, Response and Mitigation. (A) Contractor shall immediately conduct a full and complete investigation, respond to the Breach commit necessary and appropriate staff and resources to expeditiously respond, and report as required to HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the satisfaction of HHS. (B) Contractor shall complete or participate in a risk assessment as directed by HHS following a Breach, and provide the final assessment, corrective actions and mitigations to HHS for review and approval GOVERNMENTAL ENTITY VERSION HHS Data Use Agreement v 8 5 October 23, 2019 8of11 Page 60 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A (C) Contractor shall fully cooperate with HHS to respond to ingtunes and/or proceedings by state and federal authorities, persons and/or individuals about the Breach. (D) Contractor shall fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Breach or to recover or protect any Confidential Information including complying with reasonable corrective action or measures, as specified by HHS in a Corrective Action Plan if directed by HHS cinder the Base Contract Section 4.05. Breach Notification to Individuals and Reporting to Authorities. (A) HHS may direct Contractor to provide Breach notification to individuals, regulators or third -parties, as specified by HHS following a Breach. (B) Contractor must comply with all applicable legal and regulatory requirements in the time, manner and content of any notification to individuals, regulators or third -parties, or any notice required by other state or federal authorities, including without limitation, notifications required by Texas Business and Commerce Code, Chapter 521.053(b) and HIPAA. Notice letters will be in Contractor's name and on Contractor's letterhead, unless otherwise directed by HHS, and will contain contact information, including the name and title of Contractor's representative, an email address and a toll -free telephone number, for the individual to obtain additional information (C) Contractor shall provide HHS with draft notifications for HHS approval prior to distribution and copies of distributed and approved communications (D) Contractor shall have the burden of demonstrating to the satisfaction of HHS that any required notification was timely made. If there are delays outside of Contractor's control, Contractor shall provide written documentation to HHS of the reasons for the delay. (E) If HHS directs Contractor to provide notifications, HHS shall, in the tune and manner reasonably requested by Contractor_ cooperate and assist with Contractor's information requests in order to make such notifications ARTICLE 5. GEAER.AL PRONTSIOrS Section 5.01 Ownership of Confidential Information Contractor acknowledges and agrees that the Confidential Information is and shall remain the property of HHS. Contractor agrees it acquires no title or rights to the Confidential Information. Section 5.02 HHS Commitment and Obligations HHS will not request Contractor to create, maintain, transmit, use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. Section 5.03 HHS Right to Inspection At any time upon reasonable notice to Contractor, or if HHS determines that Contractor has violated this DUA, HHS, directly or through its agent, will have the right to inspect the facilities, systems, books and records of Contractor to monitor compliance with this DUA For purposes of this subsection, HHS's agent(s) include, without limitation, the HHS Office of the Inspector General, the Office of the Attorney General of Texas.. the State Auditor's Office, outside consultants, legal counsel or other designee. GOVERNMENTAL ENTITY VERSION HHS Data Use Agreement v,8 5 October 23, 2019 9ofII Page 61 of 70 DocuSign Envelope ID: 5A1 BUM -BCDB-4D2F-8436-04874F10543A Section 5.04 Term, Termination of DUA, Survival This DUA will be effective on the date on which Contractor executes the Base Contract and will terminate upon termination of the Base Contract and as set forth herem. If the Base Contract is extended, this DUA is extended to run concurrent with the Base Contract. (A) If HHS determines that Contractor has violated a material term of this DUA; HHS may in its sole discretion: (1) Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or (2) Require Contractor to submit to a corrective action plan, including a plan for monitoring and plan for reporting as HHS may determine necessary to maintain compliance with this DUA; or (3) Provide Contractor with a reasonable period to cure the violation as determined by HHS; or (4) Terminate the DUA and Base Contract immediately and seek relief in a court of competent jurisdiction in Travis County, Texas. Before exercising any of these options, HHS will provide written notice to Contractor describing the violation and the action it intends to take- (B) If neither ternumation nor cure is feasible, HHS shall report the violation to the applicable regulatory authorities- (C) The duties of Contractor or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destroyed or returned to HHS, as required by this DUA. Section 5.05 Iniunctiv-e Relief (A) Contractor acknowledges and agrees that HHS may suffer irreparable injury if Contractor or its Subcontractor fails to comply with any of the terms of this DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information- (B) Contractor fiuther agrees that monetary damages may be inadequate to compensate HHS for Contractor's or its Subcontractor's failure to comply. Accordingly, Contractor agrees that HHS will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages, to enforce the terms of this DUA. Section 5.06 Indemnification To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity, Contractor shall indemnify, defend and hold harmless HHS and its respective Executive Commissioner, employees, Subcontractors, agents (including other state agencies acting on behalf of HHS) or other members of HHS' Workforce (each of the foregoing hereinafter referred to as "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, GOVERNMENTAL ENTITY VERSION HHS Data Use Agreement v.8.5 October 23.2019 10 of 11 Page 62 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A Subcontractors, or agents or other members of Contractor's Workforce_ The duty to indemnify, defend and hold harmless is independent of the duty to insure Upon demand, Contractor shall reimburse HHS for any and all losses, liabilities, lost profits, fines, penalties, costs or expenses (including costs of required notices, investigation, and mitigation of a Breack fines or penalties imposed on an Indemnified Party by a regulatory authority, and reasonable attorneys' fees) which may be unposed upon any Indemnified Party to the extent caused by and which results from the Contractor's failure to meet any of its obligations under this DUA. 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 (A) As a governmental entity, CONTRACTOR either maintains commercial insurance or self - insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this DUA. CONTRACTOR will either require that the policy name HHS as an additional insured or assign any payments from the insurer related to CONT'RACTOR's liability arising under this DUA directly to HHS. HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA. Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain insurance. (B) Contractor shall provide HHS with written proof that required insurance coverage is in effect, at the request of HHS. Section 5.08 Entirety of the Contract This DUA is incorporated by reference into the Base Contract and, together with the Base Contract, constitutes the entire agreement between the parties_ No change, waiver, or discharge of obligations arising under those documents will be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be enforced. Section 5.09 Automatic Amendment and Interpretation Upon the effective date of any amendment or issuance of additional regulations to any law applicable to Confidential Information, this DUA will automatically be amended so that the obligations unposed on HHS and/or Contractor remain in compliance with such requirements_ Any ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and Contractor to comply with laws applicable to Confidential Information. Section 5.10 Notices; Requests for Approval All notices and requests for approval related to this DUA must be directed to the HHS Chief Privacy Officer at pnvacy@Jihsc.state.tx.us. GOVERNMENTAL ENTITY VERSION HHS Data Use Agreement v-8.5 October 23, 2019 11 of 11 Page 63 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A ATTACHMENT 1. SUBCONTRACTOR AGREEJIENT FORM HHS CONTRACT NUMBER The DUA between HHS 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 CONTRACTOR which are subject to the DUA. Subcontractor acknowledges, understands and agrees to be bound by the same terms and conditions applicable to Contractor under the DUA, incorporated by reference in this Agreement, with respect to HHS Confidential Information. Contractor and Subcontractor agree that HHS is a third -party beneficiary to applicable provisions of the subcontract. HHS 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 HHS that any Breach as defined by the DUA that Subcontractor Discovers shall be reported to HHS 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 Subcontractors obligations, Contractor shall: Take reasonable steps to cure the violation or end the violation, as applicable; If the steps are unsuccessful, terminate the contract or arrangement with Subcontractor, if feasible; Notify HHS immediately upon Discovery of the pattern of activity or practice of Subcontractor that constitutes a material breach or violation of the DUA and keep HHS reasonably and regularly informed about steps Contractor is taking to cure or end the violation or terminate Subcontractor's contract or arrangement. This Subcontractor Agreement Form is executed by the parties in their capacities indicated below. CONMACTOR StTBCONTRICTOR BY: BY: NAME: NAME: FIB DATE , 201 . DATE: HHS Data Use Agreement v 8.5 Page 64 of 70 DocuSign Envelope ID: 5A1BE31)1-BCDB-4D2F-8436-04874F10543A DUA Attachment 2-- Security and Privacy Initial Inquiry SPI is attached to the contract packet (Remainder of Page Intentionally Left Blank) Page 65 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A Attachment F Federal Assurances for Non -Construction Programs View Burden stetament OMB Number. 4040-0007 Expiration Date: 02282025 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 protect cost) to ensure proper planning. management and completion of the protect described in this application 2 WIII give the awarding agency, the Comptroller General of the United States and, if appropriate, the State, through any authorized representative, access to and the right to examine all records, books, papers, or documents related to the award; and will establish a proper accounting system in accordance with generally accepted accounting standards or agency directives. 3 Will establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. 4 Will initiate and complete the work within the applicable time frame after receipt of approval of the awarding agency 5 Will comply with the Intergovernmental Personnel Act of 1970 (42 U S C §§4728-4763) relating to prescribed standards for merit systems for programs funded under one of the 19 statutes or regulations specified in Appendix A of OPM's Standards for a Merit System of Personnel Administration (5 C.F.R. 900, Subpart F). 6 Will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C.§§1681- 1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Previous Edition Usable 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; (0 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; () any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and, (t) 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. Standard Form 424B (Rev. 7.97) Authorized for Local Reproduction Prescribed by OMB circular A-102 Page 66 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A 9 Will comply. as applicable with the provisions of the Davis - Bacon Act (40 U S C §§276a to 276a-7)_ the Copeland Act (40 U S C §276c and 18 U S C §874), and the Contract Work Hours and Safety Standards Act (40 U S C §§327- 333), regarding labor standards for federally -assisted construction subagreements 10 Will comply, d 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 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 protect consistency with the approved State management program developed under the Coastal Zone Management Act of 1972 (16 U S C §§1451 et seq ) (0 conformity of Federal actions to State (Clean Au) Implementation Plans under Section 176(c) of the Clean Air Act of 1955. as amended (42 U S C §§7401 et seq ), (g) protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended (P L 93.523), and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P L. 93- 205). 12 Will comply with the Wild and Scenic Rivers Act of 1968 (16 U S.0 §§1271 et seq ) related to protecting components or potential components of the national wild and scenic rivers system 13 Will assist the awarding agency in assuring compliance with Section 106 of the National Historic Preservation Act of 1966, as amended (16 U.S.C. §470), EO 11593 (identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974 (16 U.S.C. §§469a-1 et seq.). 14 Will comply with P.L. 93-348 regarding the protection of human subjects involved in research, development, and related activities supported by this award of assistance 15 Will comply with the Laboratory Animal Welfare Act of 1966 (P.L. 89-544, as amended, 7 U.S.C. §§2131 et seq.) pertaining to the care, handling, and treatment of warm blooded animals held for research, teaching, or other activities supported by this award of assistance 16 Will comply with the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. §§4801 et seq.) which prohibits the use of lead -based paint in construction or rehabilitation of residence structures. 17 Will cause to be performed the required financial and compliance audits in accordance with the Single Audit Act Amendments of 1996 and OMB Circular No. A-133, "Audits of States, Local Governments, and Non -Profit Organizations." 18 Will comply with all applicable requirements of all other Federal laws, executive orders, regulations, and policies governing this program. 19 Will comply with the requirements of Section 106(g) of the Trafficking Victims Protection Act (TVPA) of 2000, as amended (22 U.S.C. 7104) which prohibits grant award recipients or a sub -recipient from (1) Engaging in severe forms of trafficking in persons during the period of time that the award is in effect (2) Procuring a commercial sex act during the period of time that the award is in effect or (3) Using forced labor in the performance of the award or subawards under the award. SI URESWO THORIZED CERTIFYING OFFICIAL TITLE APPLICANT ORGANIZATION ^ DATE SUBMITTED City of Lubbock 19/2-212023 Standard Form 424E (Rev. 7-97) Back Page 67 of 70 )ocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A Attachment G Federal Certification Regarding Lobbying 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 faits 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 then $10 000 and not more than $100.000 for each such failure. APPLICANTS ORGANIZATION I silty Oi 1rU13IZOCK I PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: • First Name: Middle Name: ` Last Name:'Fray Payne Suffix: • Title: or •DAT Page 68 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A Attachment H Indirect Cost Rate Letter .4 TEXAS Health and Human Services Ms. Katherine Wells City of Lubbock P.O. Box 2000 Lubbock, TX 79457-0001 Texas Health and Human Services Commission March 31, 2021 Re: Declined Indirect Cost Recovery Letter TIN 17560005906 Dear Ms. Escobedo: C6616l6wla v6ueg &eC"tWConr *Wrw The Texas Health and Humans Services (HHS) Indirect Cost Rate Group reviewed your Indirect Cost Rate Questionnaire. Your organization chose to decline the recovery of indirect costs for the Department of State Health Services (DSHS) and Health and Human Services Commission (HHSC) contracts or grant awards. Please coordinate with your contract managers to ensure your contract budgets do not include indirect costs. If any indirect costs were charged to HHS, please consult with your contract managers to determine if a refund or budget adjustment is necessary. Any costs which were reimbursed for indirect costs should be remitted to HHS. In addition, your organization can not use any unrecovered indirect costs as cost - sharing or match on any HHS grants unless prior approval is granted by the HHS Indirect Cost Rate Group and a negotiated indirect cost rate is established. Texas HHS requires all organizations to establish an approved rate to recover indirect costs. To establish an approved method to recover indirect costs later, submit a request to the HHS Indirect Cost Rate Group via the Subrecipient Landing Page. The approved method for indirect cost recovery includes the following: • Request to use the de minimis • Submit a federally or state approved indirect cost rate • Negotiate a rate with the HHS Indirect Cost Rate Group or your Cognizant Agency If you have additional questions, please send an email to the ecioi�-Lmailbc;� or submit a Technical assistance request via the Subrecipient Landing Page. Thank You, Page 69 of 70 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A Ms. Katherine Wells March 31, 2021 Page 2 Sincerely, utt%m Christina Lundy ederal Fund. Health and Human Services Cc 1100 West 49t' Street I Austin, Office: (512) 776-2326 Cell: ( Page 70 of 70 DocuSian Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A Texas HHS System - Data Use Agreement - Attachment 2 �and Health Human SECURITY AND PRIVACY INQUIRY (SPI) Lv Services If you are a bidder for a new procurement/contract, in order to participate in the bidding process, you must have corrected any "No" responses (except A9a) prior to the contract award date. If you are an applicant for an open enrollment, you must have corrected any "No" answers (except A9a and A11) prior to performing any work on behalf of any Texas HHS agency. For any questions answered "No" (except A9a and A11), an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. SECTION A: APPLICANT/BIDDER INFORMATION (To be completed by Applicant/Bidder) I. Does the applicant/bidder access, create, disclose, receive, transmit, maintain, or store Texas Q Yes HHS Confidential Information in electronic systems (e.g., laptop, personal use computer, No mobile device, database, server, etc.)? IF NO, STOP. THE SPI FORM IS NOT REQUIRED. 2. Entity or Applicant/Bidder Legal Name Legal Name: City of Lubbock Legal Entity Tax Identification Number (TIN) (Last Four Numbers Only): 590 Procurement/Contract#: HHS001331300015 Address: PO Box 2000 City: Lubbock State: TX Zip: 79457 Telephone #: (806) 775-2941 Email Address: kwells@mylubbock.us 3. Number of Employees, at all locations, in Total Employees: 47 Applicant/Bidder's Workforce "Workforce" means all employees, volunteers, trainees, and other Persons whose conduct is under the direct control of Applicant/Bidder, whether or not they are paid by Applicant/ Bidder. If Applicant/Bidder is a sole proprietor, the workforce may be only one employee. 4. Number of Subcontractors Total Subcontractors: 0 (if Applicant/Bidder will not use subcontractors, enter "0") S. Name of Information Technology Security Official A. Security Official: and Name of Privacy Official for Applicant/Bidder Legal Name: Christopher Wade Nelson (Privacy and Security Official may be the same person.) Address: PO Box 2000 City: Lubbock State: TX ZIP: 79457 Telephone #: (806) 775-2390 Email Address: cwnelson@mylubbock.us B. Privacy Official: Legal Name: Christopher Wade Nelson Address: PO Box 2000 City: Lubbock State: TX ZIP: 79457 Telephone #: (806) 775-2390 Email Address: cwnelson@mylubbock.us SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 1 of 18 SECURITY AND PRIVACY INQUIRY (SPI) -)ocuaign tnveiope iu: o/A iatau wo,#am 6. Type(s) of Texas HHS Confidential Information the HIPAA CJIS IRS FTI CMS SSA PII Applicant/Bidder will create, receive, maintain, use, ❑ �✓ disclose or have access to: (Check all that apply) Other (Please List) • Health Insurance Portability and Accountability Act (HIPAA) data • Criminal Justice Information Services (UIS) data • Internal Revenue Service Federal Tax Information (IRS FTI) data • Centers for Medicare & Medicaid Services (CMS) • Social Security Administration (SSA) • Personally Identifiable Information (Pll) 7. Number of Storage Devices for Texas HHS Confidential Information (as defined in the Total # Texas HHS System Data Use Agreement (DUA)) (Sum a-d) Cloud Services involve using a network of remote servers hosted on the Internet to store, 4925 manage, and process data, rather than a local server or a personal computer. A Data Center is a centralized repository, either physical or virtual, for the storage, management, and dissemination of data and information organized around a particular body of knowledge or pertaining to a particular business. a. Devices. Number of personal user computers, devices or drives, including mobile 4,900 devices and mobile drives. b. Servers. Number of Servers that are not in a data center or using Cloud Services. 2 c. Cloud Services. Number of Cloud Services in use. 20 d. Data Centers. Number of Data Centers in use. 3 8. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to Select Option handle Texas HHS Confidential Information during one year: (a-d) a. 499 individuals or less E) a. b. 500 to 999 individuals 0 b. c. 1,000 to 99,999 individuals 0 C. d. 100,000 individuals or more 0 d. 9. HIPAA Business Associate Agreement a. Will Applicant/Bidder use, disclose, create, receive, transmit or maintain protected 0 Yes health information on behalf of a HIPAA-covered Texas HHS agency for a HIPAA- No covered function? b. Does Applicant/Bidder have a Privacy Notice prominently displayed on a Webpage or a 0 Yes Public Office of Applicant/Bidder's business open to or that serves the public? (This is a 0 No HIPAA requirement. Answer "N/A" if not applicable, such as for agencies not covered N/A by HIPAA.) Action Plan for Compliance with a Timeline: Compliance Date: 10. Subcontractors. If the Applicant/Bidder responded "0" to Question 4 (indicating no subcontractors), check "N/A" for both 'a.' and 'b.' a. Does Applicant/Bidder require subcontractors to execute the DUA Attachment 1 0 Yes Subcontractor Agreement Form? 0 No Q N/A Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 2 of 18 SECURITY AND PRIVACY INQUIRY (SPI) uocuoign tnvewpe iu. or{ior-au i-a� va wucr-oyoo-�yoiyr iu�yoM b. Will Applicant/Bidder agree to require subcontractors who will access Confidential 0 Yes Information to comply with the terms of the DUA, not disclose any Confidential No Information to them until they have agreed in writing to the same safeguards and to N/A discontinue their access to the Confidential Information if they fail to comply? Action Plan for Compliance with a Timeline: I Compliance Date: 11. Does Applicant/Bidder have any Optional Insurance currently in place? Yes Optional Insurance provides coverage for: (1) Network Security and Privacy; (2) Data Breach; (3) Cyber Q No Liability (lost data, lost use or delay/suspension in business, denial of service with e-business, the Internet, networks and informational assets, such as privacy, intellectual property, virus transmission, extortion, N/A sabotage or web activities); (4) Electronic Media Liability; (5) Crime/Theft; (6) Advertising Injury and Personal Injury Liability; and (7) Crisis Management and Notification Expense Coverage. SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 3 of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A SECTION B: PRIVACY RISK ANALYSIS AND ASSESSMENT (To be completed by Applicant/Bidder) For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of Confidential Information must be confirmed within 90 calendar days from the date the form is signed. 1. Written Policies & Procedures. Does Applicant/Bidder have current written privacy and Yes or No security policies and procedures that, at a minimum: a. Does Applicant/Bidder have current written privacy and security policies and 0 Yes procedures that identify Authorized Users and Authorized Purposes (as defined in the 0 No DUA) relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: b. Does Applicant/Bidder have current written privacy and security policies and (F) Yes procedures that require Applicant/Bidder and its Workforce to comply with the No applicable provisions of HIPAA and other laws referenced in the DUA, relating to creation, receipt, maintenance, use, disclosure, access or transmission of Texas HHS Confidential Information on behalf of a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: c. Does Applicant/Bidder have current written privacy and security policies and procedures (F) Yes that limit use or disclosure of Texas HHS Confidential Information to the minimum that is O No necessary to fulfill the Authorized Purposes? Action Plan for Compliance with a Timeline: Compliance Date: d. Does Applicant/Bidder have current written privacy and security policies and procedures Yes that respond to an actual or suspected breach of Texas HHS Confidential Information, to "No" "No" O No include at a minimum (if any responses are check for all three): i. Immediate breach notification to the Texas HHS agency, regulatory authorities, and other required Individuals or Authorities, in accordance with Article 4 of the DUA; ii. Following a documented breach response plan, in accordance with the DUA and applicable law; & iii. Notifying Individuals and Reporting Authorities whose Texas HHS Confidential Information has been breached, as directed by the Texas HHS agency? SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 4 of 18 SECURITY AND PRIVACY INQUIRY (SPI) UMU01911 CIIVCIVP", 1✓. UM I OGJ✓ 1-Oli✓D--t"4 -OYJV-VYOf YF IVJ10- Action Plan for Compliance with a Timeline: Compliance Date: e. Does Applicant/Bidder have current written privacy and security policies and procedures (F) Yes that conduct annual workforce training and monitoring for and correction of any training Q No delinquencies? Action Plan for Compliance with a Timeline: Compliance Date: f. Does Applicant/Bidder have current written privacy and security policies and Yes procedures that permit or deny individual rights of access, and amendment or correction, when appropriate? Q No Action Plan for Compliance with a Timeline: Compliance Date: g. Does Applicant/Bidder have current written privacy and security policies and procedures (F) Yes that permit only Authorized Users with up-to-date privacy and security training, and Q No with a reasonable and demonstrable need to use, disclose, create, receive, maintain, access or transmit the Texas HHS Confidential Information, to carry out an obligation under the DUA for an Authorized Purpose, unless otherwise approved in writing by a Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: h. Does Applicant/Bidder have current written privacy and security policies and procedures (E) Yes that establish, implement and maintain proof of appropriate sanctions against any Q No Workforce or Subcontractors who fail to comply with an Authorized Purpose or who is not an Authorized User, and used or disclosed Texas HHS Confidential Information in violation of the DUA, the Base Contract or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: L Does Applicant/Bidder have current written privacy and security policies and (F) Yes procedures that require updates to policies, procedures and plans following major Q No changes with use or disclosure of Texas HHS Confidential Information within 60 days of identification of a need for update? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 5 of 18 SECURITY AND PRIVACY INQUIRY (SPI) JOOU019rl rr1V@IUPe W. JN IOCJUiVaYam j. Does Applicant/Bidder have current written privacy and security policies and Yes procedures that restrict permissions or attempts to re -identify or further identify O No de -identified Texas HHS Confidential Information, or attempt to contact any Individuals whose records are contained in the Texas HHS Confidential Information, except for an Authorized Purpose, without express written authorization from a Texas HHS agency or as expressly permitted by the Base Contract? Action Plan for Compliance with a Timeline: Compliance Date: k. If Applicant/Bidder intends to use, disclose, create, maintain, store or transmit Texas HHS (F) Yes Confidential Information outside of the United States, will Applicant/Bidder obtain the O No express prior written permission from the Texas HHS agency and comply with the Texas HHS agency conditions for safeguarding offshore Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 1. Does Applicant/Bidder have current written privacy and security policies and procedures (F) Yes that require cooperation with Texas HHS agencies' or federal regulatory inspections, O No audits or investigations related to compliance with the DUA or applicable law? Action Plan for Compliance with a Timeline: Compliance Date: m. Does Applicant/Bidder have current written privacy and security policies and E) Yes procedures that require appropriate standards and methods to destroy or dispose of O No Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: n. Does Applicant/Bidder have current written privacy and security policies and procedures (F) Yes that prohibit disclosure of Applicant/Bidder's work product done on behalf of Texas HHS O No pursuant to the DUA, or to publish Texas HHS Confidential Information without express prior approval of the Texas HHS agency? Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder have a current Workforce training program? i) Yes Training of Workforce must occur at least once everyyear, and within 30 days of date of hiring a new Q No Workforce member who will handle Texas HHS Confidential Information. Training must include: (1) privacy and security policies, procedures, plans and applicable requirements for handling Texas HHS Confidential Information, (2) a requirement to complete training before access is given to Texas HHS Confidential Information, and (3) written proof of training and a procedure for monitoring timely completion of training. SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 6 of 18 SECURITY AND PRIVACY INQUIRY (SPI) ✓UI:UO1911 CIIVW1UPU 1✓. JM 1ICJ✓ I-Ol.✓O'Y✓Gf 'OYJU'VYD/Yf 1UU"OJ Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder have Privacy Safeguards to protect Texas HHS Confidential (F) Yes Information in oral, paper and/or electronic form? O No "Privacy Safeguards" means protection of Texas HHS Confidential Information by establishing, implementing and maintaining required Administrative, Physical and Technical policies, procedures, processes and controls, required by the DUA, HIPAA (45 CFR 164.530), Social Security Administration, Medicaid and laws, rules or regulations, as applicable. Administrative safeguards include administrative protections, policies and procedures for matters such as training, provision of access, termination, and review of safeguards, incident management, disaster recovery plans, and contract provisions. Technical safeguards include technical protections, policies and procedures, such as passwords, logging, emergencies, how paper is faxed or mailed, and electronic protections such as encryption of data. Physical safeguards include physical protections, policies and procedures, such as locks, keys, physical access, physical storage and trash. Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder and all subcontractors (if applicable) maintain a current list of O Yes Authorized Users who have access to Texas HHS Confidential Information, whether oral, C) No written or electronic? Action Plan for Compliance with a Timeline: Compliance Date: S. Does Applicant/Bidder and all subcontractors (if applicable) monitor for and remove Yes terminated employees or those no longer authorized to handle Texas HHS No Confidential Information from the list of Authorized Users? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 7 of 18 SECURITY AND PRIVACY INQUIRY (SPI) uocuoign tnveiope iu: or+iornu i-t5uua-4ucr-o4Jv-coot-tr wJ4JA SECTION C: SE101-RITY RISA ANALYSTS AND ASSESSMENT (to be completed by Applicant/ Bidder) This section is about your electronic system. If your business DOES NOT store, access, or No Electronic transmit Texas HHS Confidential Information in electronic systems (e.g., laptop, personal Systems use computer, mobile device, database, server, etc.) select the box to the right, and "YES" will be entered for all questions in this section. For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the designated area below the question. The timeline for compliance with HIPAA-related items is 30 calendar days, PII-related items is 90 calendar days. 1. Does the Applicant/Bidder ensure that services which access, create, disclose, receive, Yes transmit, maintain, or store Texas HHS Confidential Information are maintained IN the O No United States (no offshoring) unless ALL of the following requirements are met? a. The data is encrypted with FIPS 140-2 validated encryption b. The offshore provider does not have access to the encryption keys c. The Applicant/Bidder maintains the encryption key within the United States d. The Application/Bidder has obtained the express prior written permission of the Texas HHS agency For more information regarding FIPS 140-2 encryption products, please refer to: http://csrc.nist. aov/publications/tips Action Plan for Compliance with a Timeline: Compliance Date: 2. Does Applicant/Bidder utilize an IT security -knowledgeable person or company to maintain 0 Yes or oversee the configurations of Applicant/Bidder's computing systems and devices? lO No Action Plan for Compliance with a Timeline: Compliance Date: 3. Does Applicant/Bidder monitor and manage access to Texas HHS Confidential Information lO Yes (e.g., a formal process exists for granting access and validating the need for users to access O No Texas HHS Confidential Information, and access is limited to Authorized Users)? Action Plan for Compliance with a Timeline: Compliance Date: 4. Does Applicant/Bidder a) have a system for changing default passwords, b) require user (F) Yes password changes at least every 90 calendar days, and c) prohibit the creation of weak lO No passwords (e.g., require a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numerals, where possible) for all computer systems that access or store Texas HHS Confidential Information. If yes, upon request must provide evidence such as a screen shot or a system report. Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 8 of 18 SECURITY AND PRIVACY INQUIRY (SPI) ✓VI.UJII�II CIIVCIV'!C 1✓. J/'11OGJ✓ 1-✓V✓✓--✓GI-VYJV-VYVl�I IVJ1J/' S. Does each member of Applicant/Bidder's Workforce who will use, disclose, create, receive, O Yes transmit or maintain Texas HHS Confidential Information have a unique user name O No (account) and private password? Action Plan for Compliance with a Timeline: Compliance Date: 6. Does Applicant/Bidder lock the password after a certain number of failed attempts and (F) Yes after 15 minutes of user inactivity in all computing devices that access or store Texas No HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 7. Does Applicant/Bidder secure, manage and encrypt remote access (including wireless (F) Yes access) to computer systems containing Texas HHS Confidential Information? (e.g., a formal O No process exists for granting access and validating the need for users to remotely access Texas HHS Confidential Information, and remote access is limited to Authorized Users). Encryption is required for all Texas HHS Confidential Information. Additionally, FIPS 140-2 validated encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CIIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data. For more information regarding FIPS 140-1 encryption products, please refer to: http://csrc.nist. aov/publications/figs Action Plan for Compliance with a Timeline: Compliance Date: 8. Does Applicant/Bidder implement computer security configurations or settings for all Q Yes computers and systems that access or store Texas HHS Confidential Information? No (e.g., non -essential features or services have been removed or disabled to reduce the threat of breach and to limit exploitation opportunities for hackers or intruders, etc.) Action Plan for Compliance with a Timeline: Compliance Date: 9. Does Applicant/Bidder secure physical access to computer, paper, or other systems (F) Yes containing Texas HHS Confidential Information from unauthorized personnel and theft O No (e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the passenger area, etc.)? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 9 of 18 SECURITY AND PRIVACY INQUIRY (SPI) JUGUJ I CJrI GrIVUlUpt! IU. U/A I6CJU I -MLJD-'1U4r-oYJU-U•+o(-+r tvu-+o I 10. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential IO Yes Information that is transmitted over a public network (e.g., the Internet, WiFi, etc.)? IO No If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all HHS Confidential Information. Additionally, FIP5140-2 validated encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CIIS) data, Internal Revenue Service Federal Tax Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data. For more information regarding FIPS 140-2 encryption products, please refer to: http://csrc.nist.gov/publications/tips Action Plan for Compliance with a Timeline: Compliance Date: 11. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential (j) Yes Information stored on end user devices (e.g., laptops, USBs, tablets, smartphones, external C) No hard drives, desktops, etc.)? If yes, upon request must provide evidence such as a screen shot or a system report. Encryption is required for all Texas HHS Confidential Information. Additionally, FIP5140-2 validated encryption is required for Health Insurance Portability and Accountability Act (HIPAA) data, Criminal Justice Information Services (CIIS) data, Internal Revenue Service Federal Tax Information (IRS FTl) data, and Centers for Medicare & Medicaid Services (CMS) data. For more information regarding F1PS 140-2 encryption products, please refer to: http://csrc.nis! gov/publications/fips Action Plan for Compliance with a Timeline: Compliance Date: 12. Does Applicant/Bidder require Workforce members to formally acknowledge rules outlining IO Yes their responsibilities for protecting Texas HHS Confidential Information and associated IO No systems containing HHS Confidential Information before their access is provided? Action Plan for Compliance with a Timeline: Compliance Date: 13. Is Applicant/Bidder willing to perform or submit to a criminal background check on Q Yes Authorized Users? () No Action Plan for Compliance with a Timeline: Compliance Date: 14. Does Applicant/Bidder prohibit the access, creation, disclosure, reception, transmission, O Yes maintenance, and storage of Texas HHS Confidential Information with a subcontractor IO No (e.g., cloud services, social media, etc.) unless Texas HHS has approved the subcontractor agreement which must include compliance and liability clauses with the same requirements as the Applicant/Bidder? Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 10 of 18 SECURITY AND PRIVACY INQUIRY (SPI) UVI:UJI!JII CIIVCIVPt: IU. UP%I DCJL! I-D%,UD-'IUGr-OYJV-U-t0/Yr IVJYJ/ 15. Does Applicant/Bidder keep current on security updates/patches (including firmware, Yes software and applications) for computing systems that use, disclose, access, create, No transmit, maintain or store Texas HHS Confidential Information? Action Plan for Compliance with a Timeline: Compliance Date: 16. Do Applicant/Bidder's computing systems that use, disclose, access, create, transmit, O Yes maintain or store Texas HHS Confidential Information contain up-to-date anti- O No malware and antivirus protection? Action Plan for Compliance with a Timeline: Compliance Date: 17. Does the Applicant/Bidder review system security logs on computing systems that access O Yes or store Texas HHS Confidential Information for abnormal activity or security concerns on O No a regular basis? Action Plan for Compliance with a Timeline: Compliance Date: IS. Notwithstanding records retention requirements, does Applicant/Bidder's disposal Yes processes for Texas HHS Confidential Information ensure that Texas HHS Confidential No Information is destroyed so that it is unreadable or undecipherable? Action Plan for Compliance with a Timeline: Compliance Date: 19. Does the Applicant/Bidder ensure that all public facing websites and mobile (F) Yes applications containing Texas HHS Confidential Information meet security testing No standards set forth within the Texas Government Code (TGC), Section 2054.516; including requirements for implementing vulnerability and penetration testing and addressing identified vulnerabilities? For more information regarding TGC, Section 2054.516 DATA SECURITY PLAN FOR ONLINE AND MOBILE APPLICATIONS, please refer to: https://leoiscan.com/TX/textlHB812017 Action Plan for Compliance with a Timeline: Compliance Date: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 11 of 18 SECURITY AND PRIVACY INQUIRY (SPI) rN ,,c: ... C... -f- Irl• rAI12C'ZfN_Qr`nD-Arl9C_GAZC._IIA.Q7Ag:lnrAAA SECTION D: SIGNATURE AND SUBMISSION (to be completed by Applicant/Bidder) Please sign the form digitally, if possible. If you can't, provide a handwritten signature. 1. 1 certify that all of the information provided in this form is truthful and correct to the best of my knowledge. If I learn that any such information was not correct, I agree to notify Texas HHS of this immediately. 2. Signature 3. Title . Date: signedGloria Daz Gloria Diaz Datle:tally 2023.0721y12:28:56!05.00. Financial Analyst 7/21/23 To submit the completed, signed form: • Email the form as an attachment to the appropriate Texas HHS Contract Manager(s). Section E: To Be Completed by Texas HHS Agency Agency(s): Requesting De artment(s): HHSC: 11 DFPS: 11 DSHS:13 Legal Entity Tax Identification Number (TIN) (Last four Only): PO/Contract(s) #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: Contract Manager: Contract Manager Email Address: Contract Manager Telephone #: SPI Version 2.1 (06/2018) Texas HHS System - Data Use Agreement - Attachment 2: Page 12 of 18 SECURITY AND PRIVACY INQUIRY (SPI) DocuSign Envelope ID: 5A1BUM -BCDB-4D2F-8436-04874F10543A PC S.504 Texas Health and Human Services Commission Vendor Information Form (VIF) nstructions: This formmustbecompletedand submitted with each new contract amendment, renewal, and/orextens ion. (Please type or print information.) SECTION 1: Contractor's General Information Legal Contractor's Name: City of Lubbock Legal Doing Business As (DBA) Name: Physical Address: 1314 Avenue K, Lubbock, TX 79401 Rem itTo (Payment) Address: PO Box 2000, Lubbock Texas 79457 @Texas Identification Number (TIN): 75-60000590 Enter one of the following: ❑ Federal EmployerIdentification Number(FEIN): ❑ Social Security Number SSN : Select the Legal Status: ❑ For -profit Entity ❑ Non-profitEntity ❑ Corporation ❑ Joint Venture ❑ Partnership* ❑ Limited(Liability)Company ❑ Limited(Liability)Partnership ❑ Sole Proprietorship O Governmental Entity (mustspecify): municipality Selectthe Business Structure: ❑ Other (mustspecify): * If Partnership, mustprovide SSN or TIN for minim um oftwo partners Partner Name: TIN or SSN: Partner Name: TIN or SSN: If applicable, enter State of Incorporation: Texas Charter Number: Name of Parent Entity appropriate information: SECTION 2: Contractor's Contact Information Person Who Will Sign the Contract Point of Contact for Contract Name:Tray Payne Name:Katherine Wells Title: Mayor Title: Director of Public Health Mailing Address:1314 Avenue K, Lubbock TX 79401 Mailing Address:1314 Avenue K, Lubbock TX 79401 Telephone: (806) 775-2010 Telephone:806-775-2941 Fax Fax E-mail:traypayne@mylubbock.us E-mail: kwells@mylubbock.us SECTION 3: Contractor's Authorized Signature (or HHSC Contract Manager) Printed Name Doc$ig"milure Date Phone Number Tray Payne - 1 r P lAA1 09 22 2023 SECTION 4: PCS Contract Administration Office Use Only Contractorto Receive Payment ❑ No ❑ Yes Contract Number: Effective Date: June, 2006 Revision Date: March 3, 2017 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A •, TEXAS Form 4109 Health and Human February 2022-E se,won Application for Texas Identification Number Section 1. Texas Identification Number (TIN) The number provided in this section will be used to report payments to the IRS, if applicable. A person or entity that has not received payment from Texas Health and Human Services Commission is a "new HHSC payee." An answer of "Yes" requires completion of Sections I through VI. An answer of "No" requires completion of Sections I, III, V and VI. Indicate the type of number you are providing to be used for your TIN. © 1 — Employer Identification No. (EIN) as assigned by IRS (9 digits, no dash) 1715161010101 5 9 0 Is this a new HHSC payee? (see specific instructions) Q Yes Q No Location/TIN Mail Code: ❑ 2 — Social Security No. or Individual Taxpayer Identification No (ITIN) (9 digits, no dashes) ❑ 3 — Current Texas Identification No. (II digits) Are you currently reporting any Texas tax other than unemployment (e.g., sales tax, franchise tax)? Q Yes Q No If "Yes," enter the Texas Taxpayer No. (I f digits, no dashes): SectionOwnership Check only one code by the appropriate ownership type that applies to you or your business and enter any required additional information. ❑ I — Individual Recipient (not owning a business) ❑ A — Professional Association ❑ E — State Employee Enter File No. Employing Agency No,: ❑ c — Professional Corporation ❑ S —Sole Ownership of Business (if chocked, enter the following below:) Enter File No. Owners Name: I I❑ T — Texas Corporation: O Profit Q Non -Profit Enter File No. Social Security No.: ❑ P —Partnership O — Out-of-state Corporation p Profit p Non -Profit ❑ (If checked, enter two partner's names and SSNs, If partner is a ❑ R — Foreign (out of U.S.) W8 BEN is required O Profit O Non -Profit corporation, use the corporation's name and EIIV) ❑✓ G — Governmental Entity Name: SSNIEIN: ❑ U — State Agency/University Name: I ❑ F — Financial Institution SSN/EIN: ❑ N — Other (if checked, explain.) O Profit O Non -Profit ❑ L — Limited Partnership Enter File No. Section• • Name of Payee — Individual or Legal Entity to be Paid (maximum 50 characters, Including spaces) City of Lubbock DBA—Doing Business As, if applicable — Mailing address where you want to receive payments (maximum 35 characters per line) DBA name or 1st line of address: PO BOX 2000 Up to 4lines Including 2nd line of address (if needed): DBA name. This Is the address where your 3rd line of address (ifneeded): payments will be sent. 4th line of address (if needed): City State ZIP Code Zone Lubbock TX 76457 Business/Daytime Area Code and Phone No. Payment T PDT I_J_! SIC Code SecurityT Vendor Type 806-775-2941 DocuSign Envelope ID: 5A1BE3D1-BCDB-4D2F-8436-04874F10543A Form 4109 Page 2 / 02-2022-E An assignment is a legal transfer of a right or property. For the purposes of this form, it is the transfer of the right to payment. A copy of the assignment agreement signed by both parties must be attached. Assignee Name Name of Applicant or Authorized Contact (please print) Tray Payne Section VI. HHSC Representative Information (Require Name of HHSC Representative and Division/Facility (please print) Amy Greene, MCS, CAPM Assignee SSWEIN I Date Area Code and Phone No. Date 806-775-2010 1 09/14/2023 Area Code and Phone No. Date (512) 438-3430 Who Must Submit This Application This application must be submitted by every person (sole owner, individual recipient, corporation or other organization) who Intends to bill or receive payment from the Texas Health and Human Services Commission for goods, services provided, refunds, public assistance, etc. Your Texas Identification Number (TIN) will be required on all vouchers submitted by any state agency. Your use of this TIN on all billings will reduce the time required to process your billings to the state of Texas. General Instructions • An HHSC representative may complete the form for the payee. • Payees submit the form to their contract manager or HHSC representative responsible for their billings/invoices. • The HHSC representative reviews the form for completeness prior to submitting to Accounting, Mail Code E-411. • Do not use dashes when entering Social Security No., Employer Identification No. or Comptroller's assigned number. • Disclosure of your Social Security No. is required If you are an Individual or sole ownership. This disclosure requirement has been adopted under the Federal Privacy Act of 1974 (5 U.S.C.A. Section 552a(note)(West 1977), the Tax Reform Act of 1976 (42 U.S.CA. Section 405(c)(2)(c) (West 1992). and Texas Government Code Section 403.056 (Vernon Supp. 1992). Your Social Security No. will be used to help the Comptroller of Public Accounts administer the state's tax laws and for other purposes. See Op Texas Attorney General No. H-1255(1978). • Be advised that incomplete or incorrect information may cause delays in processing this application. Specific Instructions • Section I: The HHSC representative may enter the TIN location/Mail Code (last 3 digits of the TIN) to be set up, if known. • Section 11: This section is not required for current HHSC payees who are adding additional payment locations, unless there has been a change in ownership information. Section 1, Texas Identification Number (TIN) EIN: For all ownership codes other than the individual listed in Section 3, enter a 9-digit Employer Identification Number (EIN) issued by the Internal Revenue Service. SSN: For the individual or sole owner without an EIN, enter your 9-digit Social Security number (SSN) issued by the Social Security Administration. ITIN: For the individual or sole owner without an EIN, enter your 9-digit Individual Taxpayer Identification Number (ITIN) issued by the IRS. Are you currently reporting any Texas tax to the Comptrollers office such as sales tax or franchise tax? If "Yes," enter Texas Taxpayer. Section 2, Ownership Codes • Check the box next to the appropriate ownership code and enter additional information as requested. Check only one box in this section. The Secretary of State's office may be contacted at 512463-5555 for information regarding Texas file numbers. Section 3, Payee Information • Enter the complete name and mailing address where you want payments to be received. Names of individuals must be entered first name first. Each line cannot exceed 50 characters, including spaces. If the name is more than 50 characters, continue the name on the next line down and begin the address in the next line down. City, state and ZIP code are required. Payee phone number is optional. Section 4, Payment Assignment Information Use when one payee is assigning payment to another payee. When setting up an assignment payment, fill out this section completely and Include a copy of the assignment agreement between the assignee and the assignor. For assistance in completing this application, call HHSC Accounting at 737-867-7580. With a few exceptions, you have the right to request and be informed about the information that the Health and Human Services Commission (HHSC) obtains about you. You are entitled to receive and review the information upon request. You also have the right to ask HHSC to correct information that is determined to be incorrect. (Government Code, Sections 552.021, 552.023, 559.004). To find out about your information and your right to request correction, contact your local contract manager, caseworker or HHSC representative. No Text