Contract - CAPCOG - 10/22/2015 Amendment No.5 to the Contract for Older American Act Programs
(Capital Area Council of Government Subcontractors)
The Capital Area Council of Governments(CAPCOG)and City of Round Rock (Contractor)agree to
amend to the contract between them for Older American Act Programs(the"Base Contract")in accordance
with the terms and conditions set forth in this amendment(CAPCOG and Contractor,collectively,the
"parties,"each a"party").
The parties hereby agree as follows:
Purpose.This amendment will modify provisions of the Base Contract relating to the protection of
confidential information.
1. Data Use Agreement.The Health and Human Services(HHS)Data Use Agreement(DUA),Attachment
A,is hereby incorporated by reference and made therefore,a part of the Base Contract.The DUA,will,
as of the effective date of this amendment,govern the handling of"Confidential Information,"as that
term is defined in the DUA,under the Base Contract.
2. Liability.By signature and acceptance of this amendment and the Data Use Agreement,CONTRACTOR
agrees to fully cooperate with the direction of the HHS and the Office of the Attorney General of
Texas in any claim arising from a disclosure of information subject to this DUA.To the extent
permitted by the Texas Constitution,laws and rules,CONTRACTOR will hold harmless CAPCOG and its
workforce against all actual and direct losses,suffered by CAPCOG and its workforce arising from or in
connection with any breach of this DUA or from any acts or omissions related to this DUA by
CONTRACTOR or its employees,directors,officers,subcontractors,or agents or other members of its
workforce,including,without limitation the costs of reasonable attorneys'fees,required notices and
mitigation of a breach and any fines or penalties imposed on CAPCOG by any regulatory authority.
CONTRACTOR will be solely responsible for any damages resulting from its disclosure of information
made in violation of this DUA.
3. Insurance. CONTRACTOR either maintains commercial insurance or self-insures with policy limits in
an amount sufficient to cover CONTRACTOR's liability arising under this DUA and under which policy
CAPCOG is a beneficiary.CONTRACTOR shall identify CAPCOG as an additional insured under any and
all insurance policies used to satisfy this provision and provide proof to CAPCOG. CAPCOG 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.
CONTRACTOR will provide CAPCOG with written proof that required insurance coverage is in effect,at
the request of CAPCOG.
4. Effective Date.This amendment is effective when signed by both parties.
S. Terms Remain in Effect.The parties agree the terms of the Base Contract shall remain in effect and
continue to govern except to the extent modified in this amendment.
5. Amendment Execution.By signing this amendment,the parties expressly understand and agree this
amendment is hereby made a part of the Base Contract as though it were set out word for word in the
Base Contract.This amendment may be executed in counterparts,each of which will be deemed an
original,and both of which taken together will constitute one and the same document.Electronically
transmitted signatures will be deemed originals for all purposes relating to the Base Contract.
7. Entire Amendment.By signing below,the parties acknowledge they have read the amendment and
agree to its terms,and the persons whose signatures appear below have the requisite authority to
execute this amendment on behalf of the named party.
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Ca tal Area unc*lof Governments
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BY: j BY:
NAME: Be ty VDlg[ NAME:
TITLE: Executive Director TITLE: (� n�~
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