Contract - The Health and Human Services Commission - 4/12/2018 DocuSign Envelope ID:44FAB3D8-42F1-44CQ-B71A-79D59E8245CD
INTERLOCAL COOPERATION CONTRACT
HEALTH AND HUMAN SERVICES COMMISSION
CONTRACT NO.HHS000.122100001
The Health and Human Services Commission(*"Receiving Agency" or the "System Agency")
and Citv of Round Rock, ("Grantee"'), each a"Party" and collectively the "Parties," enter into the
following contract to provide funding for the Opioid Emergency Response Pilot( I'RG) (the
"Contract"')pursuant to the provisions of the "Interlocal Cooperation Act,*" Chapter 791 of the'Texas
Government Code.
I. Contract Representatives
The following will act as the Representative authorized to act on behalf of their respective Party.
Performing A.Rency Receiving Agency.
Name: City of Round Rock. Name: Health and Hunan Services Coni nission
Medical and Social Services Division
Address: 221 E. Main Street Address: P.O. Box 1.49347
City and Lip: Round Rock., 'I"exas 78664 City and lip: Austin, Texas 78714-9347
Contact Person: Angelo I..una Contact Persson: Jason Jahnke, Contract
Manager
Telephone: 51.2-21.8-6625 Telephone: 512-206-5343
E-Mail: aluna�_1roundrocktexas.gov E-Mail Address: Jason.Jahnke(a hhsc.state.tx.us
Agency Number: 729
II. Statement of Services to be Provided
The Parties agree to cooperate to provide necessary and authorized services and resources in.
accordance with the terms of this Contract as described in Attachment A—Statement of Work.
III. Contract Period and Renewal
The Contract is effective on February 1, 2018, and terminates on April 30, 2019, unless renewed or
terminated pursuant to the terms and conditions of the Contract. The Parties may extend this Contract
subject to mutually agreeable terms and conditions.
IV. Amendment
The Parties to this Contract may modify this contract only through the execution of a written
amendment signed by both parties.
V. Contract Amount and Pavment for Services
U
The total amount of this Contract shall not exceed One Million, Five Hundred Seventy-five
Thousand Dollars ($1,575,000.00), as provided for in Attachment B—Budget.
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V.I. Legal Notices
Legal Notices under this Contract shall be deemed delivered when. deposited either in the United
States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight,
signature required,to the appropriate address below:
System Agency
Department of State Health Services
Attention: General Counsel
I 100 W. 49th Street, MC 1911
Austin, TX 78756
Performing Agency
City of Round Rock
221 E. Main Street
Round Rock, Texas 78664
Attention: Angelo Luna
Notice given in any other manner shall be deemed. effective only if and when received by the Party
to be .notified. Either Party may change its address for receiving legal notice by notifying the other
Party in writing.
VII. Certifications
The undersigned Parties certify that:
A. The services specified above are necessary and essential for activities that are properly
within the statutory functions and programs of the affected agencies of state government;
B. Each Party executing this Contract on its behalf has full power and authority to enter into
this Contract;
C. The proposed arrangements serve the interest of efficient and economical administration
of state government; and
D. The services contracted fo.r are not required by Section 21, Article XVI of the
Constitution of Texas to be supplied under a contract awarded to the lowest responsible
bidder.
The Receiving Agency further certifies that it has statutory authority to contract for the
services described in this contract under Texas Health and Safety Code Chapters 1.2 and 1001
and Texas Government Code Chapter 531, Subchapter D,to the extent applicable.
The Local Government further certifies that it has statutory authority to contract for the
services described in this contract under Texas Government Code Chapter 791, The Interlocal
Cooperation Act.
Signature Page Follows
DocuSign Envelope ID:44FAB3D8-42F1-44CQ-B71A-79D59E8245CD
Signature Page for System Agency Contract No. HHS000122100001
Health and Human Services Commission City of Round Rock
A/
SignatureSignat re
11'rinted N ne
Title
Date of Execution Date of Execution I .
The following Attachments to System Agency Contract No. HHS000122100001
are hereby incorporated by reference:
ATTACHMENT A- STATEMENT OF WORK
ATTACHMENT A-1 - STATEMENT OF WORK SUPPLEMENTAL
ATTACHMENT B- BUDGET
ATTACHMENT C - UNIFORM TERMS AND CONDITIONS
ATTACHMENT D - SUPPLEMENTAL AND SPECIAL CONDITIONS
ATTACHMENT E - F"DF.RAt.ASSURANCES AND CERTIFICATIONS
ATTACHMENT F- DATA USAGE AGREEMENT
ATTACHMENT G- GENERAL AFFIRMATIONS
A"1 TACHM1+:NT H- NON-ExaXIS1VE I.,IST OF APPLICAI3I.,E LAWS
ATTACHMENT I - FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY'ACT
(FFATA)
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ATTACHMENT A
STATEMENT OF WORK
I. PURPOSE
The purpose of the Opioid Emergency Response Pilot is to develop, implement, and
analyze a program aimed at decreasing overdose mortality prevalence and increase the
prevalence of recovery initiation by connecting individuals identified as being at high
risk for overdose with induction and engagement into Medication.Assisted Treatment
(MAT), community paramedicine support, and recovery support services.
II. GOAL
Develop, implement, and analyze the efficacy of a community-based, overdose
prevention outreach pilot program in collaboration with DATA 2000 waivered
practitioners, local first responders, and certified recovery support professionals.
Ill. GRANTEE RESPONSIBILITIES
Grantee will:
A. Attend System Agency approved trainings on overdose prevention, same-day induction
model, and post-overdose reversal Recovery Support Services follow-up models by
April 1, 2018.
B. For Contractor providing EMS Opioid Response follow-up training (City of :Round
Rock only),provide and document training on.EMS Opioid Response follow-up model
to pilot sites. Documentation shall be made available at the request of the System
Agency.
C. Develop a needs assessment that identifies the community needs for. overdose survivor
linkage to care, engagement, and support. The needs assessment must include direct
and full representation of.members of the affected population. The needs assessment
will be submitted to System Agency for approval by April 15, 201.8.
D. Purchase and have available :for distribution, on or before April. 30, 201.8, supplies that
aid in reducing opioid overdose risk including but not limited to overdose reversal kits
that include overdose reversal medications and fentanyl testing supplies. See
Attachment B :for amount to be expended.
E. Develop an interventional pilot program model and implementation plan for individuals
identified as being at high risk for overdose tailored to the community piloted. The
proposed model will be submitted to System Agency for approval by April 30, 2018.
F. Ensure the interventional pilot model includes the following:
1. The model. will be based on the System Agency approved local needs assessment,
same day induction models, EMS follow-up models, and post-overdose reversal
recovery support services follO -up models.
2. The model will include the -following basic components:
a. Working agreement with the Data 2000 Waiver certified practitioner;
b. Same-day induction on medications used to treat opioid use disorders;
c. EMS follow-up and support;
d. Recovery support services; and
e. Ensure access and delivery of Naloxone to opioid overdose survivors and any
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individual identified as being high.risk for opioid overdose.
3. The implementation plan will include the following basic components:
a. Patient identification and selection criteria;
b. Induction processes and protocols;
c. Linkage to MAT processes and protocols;
d. EMS engagement and support processes and protocols;
e. Plans and processes to ensure access to overdose reversal medication;
f. Patient outcomes tracking system.
G. Upon System Agency approval of the implementation plan, the contractor will begin
the implementation phase of the project.
H. Obtain documented working agreements with the Data 2000 Waiver certified
practitioner, paramedic and certified recovery coach by April 30, 2018. The
agreements, at a minimum.shall incorporate the following responsibilities:
L The DATA 2000 Waiver certified practitioner (physician, nurse practitioner, or
physician assistant), will provide induction onto medications used to treat opioid
use disorders for individuals identified as being at high risk for overdose. The
practitioner will ensure the patients with an opioid use disorder at high risk for
overdose are inducted into services before discharge from ED or EMS first response
or when applicable, within 24 hours of identification;
2. The trained paramedic will provide follow-up services to assess both physical and
mental well-being for individuals identified as being at high risk for overdose for
eight consecutive days or until engaged in MAT, then once a week thereafter;
3. The certified recovery coach shall be available on an on call basis to provide follow-
up recovery coaching services for individuals identified as being at high risk for
overdose for eight consecutive days or until engaged in MAT and then once a week
thereafter;
4. The agreements shall include requirements regarding documenting all patient
support activities and the documentation will be submitted to System Agency.
I. Maintain routine multi-discipline community outreach with public and private
organizations.
J. Provide and document System Agency approved trainings to community partners on
components of the pilot model. Per System Agency request, provide documentation
supporting the training to include sign-in sheet, agendas, and other training materials.
K. Provide the services and deliverables described in this Contract in the time and manner
prescribed within the not-to-exceed amount of this Contract, as stated on Attachment B.
L. Submit bill, and System Agency will pay Grantee, in accordance with Texas
Government Code Chapter 771.. Interagency Cooperation Act, and OMB Circular A-21
(2 CFR Part 220), up to the total amount of this Contract as stated.on Attachment B.
M. Maintain accounting records that adequately identify and support all costs incurred in
the performance of this Contract.
N Reporting Requirements:
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Grantee will:
1. Submit documents identified in table below to the Substance Abuse mailbox at the
SxlbstanceAbuse.Coll.tract5(Ll-dshs.state.tx.us by the required due dates.
Due Date Report
April 1, 2018 Item A- Attends System Agency approved trainings
April 15, 2018 Item C - Community Needs Assessment
April 30, 2018 Items E, F - Project Development and Implementation
Plan
Item H- Documented working agreements with
April 30, 2018 physician,paramedic, and certified recovery coach
151"day of each month for the Item N, 2 - .Patient Outcome Report(see Exhibit A)
duration of project beginning
May 15, 2018.
October 15, 2018 Item N, 4- Summary Report(May 2018 —October 2018)
April 1.5, 2019 Item N, 5 - Final Summary Report(May 2018—April
2019)
April 30, 2019 Item N, 6 - Final Summary Report Presentation to HHSC
staff in Austin, Texas.
The last day of the month Item. N. 7 - Invoice
proceeding the month when cost
are incurred
The last day of the month Item N, 8 - Financial Status Report(FSR)
following the end of the quarter.
The final FSR is due 45 days atter
the end of the contract term
September 15, 2018 Item N, 3 - Provide in-person summary presentation
2. Submit, on monthly basis, Patient Outcome Report, Patient Outcome Report
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(Exhibit A)will be submitted on document approved by the System Agency.
3. Provide in-person summary presentation at System Agency offices in location to be
determined by System.Agency.
4. Submit a Summary Report detailing prior submitted reports, patient outcomes,
program design,sustainability plan,and implementation strategies to include patient
induction rates and rates of linkage for MAT protocols,EMS support protocols, and
recovery support protocols.
5. Submit a Final Summary Report that details all submitted reports,patient outcomes,
program design, sustainability plan and implementation strategies including patient
induction.rates and rates of linkage for MAT protocols, EMS support protocols, and
recovery support protocols.
b. Provide System Agency a presentation of the Final Summary Report in Austin,
Texas.
7. Submit monthly invoice for cost incurred in preceding month.
8. Submit a Financial.Status Report(FSR)for all expenses incurred in the performance
of activities within this Contract. Grantee shall utilize the FSR Form#GC-4a(269a)
located at: htt s://xN.--\,N-,,,v.dslis.texas.gov!,�rants/forms/shtiii
9. Collect, maintain, and make available upon request, documentation for all reports
required in this section of Program Attachment as well as documentation of
purchased supplies and services.
10. Submit reports in a format approved by System Agency.
11. If Due Date is on a weekend or holiday,the Due Date is the next business day.
L. BILLING INSTRUCTIONS:
Grantee will:
1. Submit all bills on its own invoice(s) and all supporting documentation to the System
Agency contract management unit for Substance Abuse on a monthly basis. Invoice(s)
along with supporting documentation and all reports must be sent to the following
addresses:
a. E-mail: SubstanceAbuse.Con tractsia).dshs.state.tx.us
b. With a copy to: Jesusita.Flores@pHHSC.state.tx.us
2. Ensure, at a minimum, Grantee's invoices will include the following:
a. Grantee letterhead
b. Name, address, and telephone number of Grantee;
c. System Agency Contract or.Purchase Order Number:
d. Identification of service(s) provided;
e. Billing period for service,
f.. Total invoice amount; and
a. Any additional supporting documentation, which is required by this Contract or as
requested by System Agency.
DocuSign Envelope ID:44FAB3D8-42F1-44CO-B71A-79D59E8245CD
Exhibit A
TTOR Emergency Response Pilot
Measures and Definitions reporting template
1. Beginning May 2018, Grantee shall submit a monthly report by the 15t'of the month,which
documents the following pleasures:
a. Number of patients who received same day 11,'1AT induction only, (which may include
buprenorphine or methadone as clinically determined by attending physician).
Definition of measure: total number of individuals who initiate predication assisted
treatment within 24 hours of first response to overdose.
b. Number of patients who received same day MAT induction and EMS follow-up services.
Definition of measure:total number of individuals who initiate MAT services within
24 hours of EMS first response, along with follow-up services provided by trained
paramedics. Hollow up services shall be rendered f"or eight (8) consecutive days or
until engaged in MAT and then once a weer: thereafter, following patient discharge
Brom the local ED c:ir EMS first response.
c. Number of patients who received same clay MAT induction, EMS follow-up services,
and recovery coach support.
Definition of measure:total number of individuals who initiate MAT services within
24 hours of EMS first response, who are also receiving follow-up services with
trained paramedics. and, who are also receiving recovery coach
engagement/support. Follow up services shall be rendered for eight (8) consecutive
days or until engaged in MAT and then once a week thereafter, following patient
discharge from the local ED or EMS first response.
d. Number of patients who received EMS follow up services alone.
Definition of measure: total number of individuals who receive paramedical follow
up using face-to-face and technology-based engagement; providing support and
1 inkage to MAT, before, during, and after initiation of emergency treatment episode.
Follow up services shall be rendered for eight(8) consecutive days or until engaged
in MAT and then once a week thereafter, following patient discharge from the local
ED or EMS first response.
e. Number of patients who received recovery support alone.
Definition of measure: total number of individuals who receive recovery coach
engagement and support prior to ED discharge, or first response within the
community; including support and linkage to MAT. Follow Lip services shall be
rendered for eight (8) consecutive days or until engaged in MAT and then once a
week. thereafter, following patient discharge from the local ED or EMS f%rst
response.
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f Number of patients who .received recovery and EMS follow up and support services
without same day MAT induction.
Definition of measure: total number of individuals who decline on-demand
induction to MAT,but receive follow-up services with trained paramedics,and who
also receive recovery coach engagement and ongoing support prior to ED
discharge, or first response within the community. Follow up services shall be
rendered for eight (8) consecutive days or until engaged in MAT and then once a
week thereafter, following patient discharge from the local. ED or EMS first
response.
g. Number of patients who received same day MAT induction onto buprenorphine or
methadone, as clinically determined by physician, as follows:
i. Report the number of patients engaged in MAT after 30', 60, 90 days.
ii. Report the number of patients engaged in recovery coaching after 30, 60, 90 days;
iii. Report the number of patients who reported a decrease in illicit opioid use;
iv. Report the number of patients who report improved.employment or
education status;
V. Report the number of patients who report improved quality of life;
vi. Report the number of'patients reporting a subsequent overdose; and
vii. Report the number of patients who reported.using naloxone to reverse an overdose.
h. Number of patients who receivedsame day MAT induction onto buprenorphine or
methadone, as clinically determined by physician, and EMS follow-up, as follows:
i. Report the number of patients engaged in MAT after 30, 60, 90 days;
ii. Report the number of patients engaged.in recovery coaching after 30, 60, 90 days.
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iii. Report the number of�patients who reported a decrease in illicit opioid use;
iv. Report the number of patients who report improved employment or education
status;
V. Report the number of patients who report improved quality of life;
vi. Report the number of patients reporting a subsequent overdose; and
vii. Report the number of patients who reported using naloxone to reverse an overdose.
i. Number of patients who received same day MAT induction onto buprenorphine or
methadone, as clinically determined by physician, EMS follow-up, and recovery coach
support, as follows:
i. Report the number of patients engaged in MAT after 30, 60, 90 days;
i i. Report the number of patients engaged in recovery coaching after 30, 60, 90 days:
iii. Report the number of patients who reported a decrease in illicit opioid use;
iv. Report the number of patients who report improved employment or education
status;
V. Report the dumber of patients who report improved quality of life;
vi. Report the number of patients reporting a subsequent overdose; and
vii. Report the number of patients who reported using naloxone to reverse an overdose.
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j. Number of patients who received recovery support alone, as follows:
i. Report the number of patients engaged in MAT after 30, 60, 90 days;
ii. Report the number of patients engaged in recovery coaching after 30,60,90 days;
iii. Report the number of patients who.reported a decrease in illicit opioid use;
iv. Report the number of patients who report improved employment or education
status;
V. Report the number of patients who report improved quality of life;
vi. Report the number of patients reporting a subsequent overdose; and
vii. Report the number of patients tvho reported using naloxone to reverse an
overdose.
k. Number of patients who received EMS follow-up alone
i. Report the number of patients engaged in MAT after 30, 60, 90 days;
ii. Report the number of patients engaged in recovery coaching after 30, 60, 90 days;
iii. Report the number of patients who reported a decrease in illicit opioid use;
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iv. Report the number of patients who report improved employment or education
status;
V. Report the number of patients who report improved duality of life;
vi. Report the number of patients reporting a subsequent overdose; and
vii. Report the number of patients who reported using naloxone to reverse an overdose.
1. Number of patients who received recovery and EMS follow-up and support without same
day induction, as follows:
i. Report the number of patients engaged in IIvIAT after 30, 60, 90 days;
ii. Report the number of patients engaged in recovery coaching after 30, 60, 90 days;
iii. Report the number of patients who reported a decrease in illicit opioid use;
iv. Report the number of patients who report improved employment or education status;
V. Report the number of patients who report irnproved quality of life;
vi. Report the nu.niber of patients reporting a subsequent overdose; and
vii. Report the number of patients who reported using naloxone to reverse an overdose.
DocuSign Envelope ID:44FAB3D8-42F1-44C0-B71A-79D59E8245CD
Attachment A-1
Statement of Work Supplemental
A. CONTRACT INFORNIATION
VendorID: 1746017485
City of Round Rock
Contractor Name:
HHSOOO 122 100001
Contract Number: (CAPPS)
Type Subrecipient
Contract
Cost Reimbursement
Payment Method:
10-274-0792
DIJNS Number:
T1080272
Federal Award Identification
Number(FAIN)
Governmental
Solicitation Document:
B. SERVICE AREA:.
Services or activities will be provided to participants and/or clients from the -following
counties:
Statewide
POPULATION SERVED:
Adults —Mate and Female
C. CONTACT INFORMATION
Name: Jason Jahnke
Email: Jason.Jahnk.erfJHSC.state.tx.us
Tele hone: (512) 206-5-343)
Address: 909 W 451h Street. Bldo- 552 (MC 2058)
. .Cit y/Zie:.............I.. AustinTX 78751
DocuSign Envelope ID:44FAB3D8-42F1-44C0-B71A-79D59E8245CD
Attachment B
Budget Summary
A. Funding from The United States Health and Humans Services (IIItS) and the Substance
Abuse and Mental Health Services Administration(SAMSHA) fund the I11-ISC
Substance Use Disorder project(s), which includes this contract.
B. Fable of Funding
1. Services provided will not exceed the amounts stated in each Fiscal Year column.
2. Texas Targeted Opioid Response (TTOR) funding to be expended by:
a. l Y2018,through April 30, 2018 - $1,-100,000.00
b. FY2018, May 1, 2018 through April 30, 2019 - $37.5,000.00
Fund Title FY2018 FV2018 Totals
Through April 30,2018 May 1,2018 -
April 30,2019.
SystemAgency Share $l,200,000.00 $375,000.00 $1,575,000.00
Contractor Share(Match) $0.00 $0.00 $0.00
"Fotal Contract Value: $1,200,000.00 $375.0()0.00 $1.575,000.00
C. System Agency Share may contain funds from the following:
1. Substance Abuse Prevention Treatment (SHPT) Grant, CFDA 93.959
2. Texas "Targeted Opioid Response (TT OR), CFDA 9-33.788
3. State
PERSONNEL $7,500.00
FRINGE BENEFITS $900.00
TRAVEL $0.00
EQUIPMENT $0.00
SUPPLIES $750,000.00
CONTRACTUAL $441,600.00
017Hf:R $375,000.00
TOTAL DIRECT'CHARGES $1,575,0()0.00
INDIRECT Cl-IARGES $.00
TOTAL CONTRACT AMOUNT $1,575.000.00
SYSTEM AGENCY SHARE $1,575,000.00
MATCH $0.00
DocuSign Envelope ID:44FAB3D8-42F1-44CO-B71A-79D59E8245CD
HHSC Uniform Terms and Conditions Version 2.14
Published and Effective: September 1,2017
Responsible Office: Chief Counsel
41,
e-
tXAS
Y
Health and Humin S-ftrvioftsc c
Health and Human Services Commission HHSC Uniform Terms and
Conditions - Local Governmental Body
Version 2.14
oocmSignEnvelope ID:44pAa000Aopl-44co-ar1/-rmoaueuz4000
TABLE OF CONTENTS
/\FlTkCLlB I [)EFIN[[l()N'8 AND INTERP}lETI\/B PT{()\/l8l(}N8 ............................................ 3
|.] Defind\ona----------------------------------------.�
1.2 Interpretive Provisions......................................................................................................4
A.R[DCLEUC(]N8DDER-A- I1(]N................................................................................................... 5
I.l Expenses............................................................................................................................5
2.2 Funding.............................................................................................................................5
ARTICLE D[ WARRANTY. AFFIRMATlONS, ASSURANCES AND CERTIFICATIONS .... 6
3./ Federal Assurances............................................................................................................6
3.2 Federal Certifications........................................................................................................6
ARTICLE I\/ INTELLECTUAL PROPERTY -------------------------- 6
4.01 TutclkeCtuu Property......................................................................................................... 6
ARTICLE \/ RECORDS, /\L/[)lT� /\ND [}1BCl/]80QF.............................................................. 6
5.1 Access to records, books, and documents------------------------.6
5.2 R.es |iaoue with audit orinspection findings...................................................7
5.3 SAO Audit.........................................................................................................................7
5'4 Recapture o[Funds ...........................................................................................................7
5.5 Public Information and Confidentiality -------------------------.0
5.6 Data Security --------------------------------------..0
/\R]DClE \/I CONTRACT MANA(]EMENT /\N[) E/\.Rl YTBRMINA]`lON ......................... 0
6.1 Contract Management................ ......................................................................................0
6.2 Ternohuo ioofbrCooveoieoce ------------------------------.0
6.3 Termination for Cause.......................................................................................................q
6.4 Equitable Settlement.........................................................................................................g
ARTICLE VII MISCELLANEOUS PR()\/lSD]N8 -----------------------. g
7.1 Technical Guidance Letters...............................................................................................q
7.2 Survivobi|hy---------------------------------------.V
7.3 NoWaiver.........................................................................................................................n
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ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS
1.1 Definitions
As used in this Contract, unless the context clearly indicates otherwise or defined in the Signature
Document, the following terms and conditions have the meanings assigned below:
"Amendment" means a written agreement, signed by the parties hereto, which documents changes to the
Contract other than those permitted by Technical Guidance Letters,as herein defined.
"Attachment" means documents, terms, conditions, or additional information physically added to this
Contract following the execution page or included by reference, as if physically, within the body of this
Contract.
"Contract" means the Signature Document, these Uniform Terms and Conditions, along with any
Attachments, and any Amendments, purchase orders, or Technical Guidance Letters that may be issued
by the System Agency,to be incorporated by reference herein for all purposes if issued.
"Deliverables" means any item, report, data, document, photograph, or other submission requiredto be
delivered under the terms of this Contract, in whatever form.
"Effective Date" means the date agreed to by the Parties as the date on which the Contract takes effect.
"Federal Assurances" means Standard Form 424B (Rev. 7-97), as prescribed by OMB Circular
A-102 (non-construction projects); or Standard Form 424D (Rev. 7-97), as prescribed by OMB
Circular A.-102 (construction projects).
``Federal Certifications" means U.S. Department of Commerce Form CD-512 (12-04),
"Certifications Regarding.Lobbying—Lower Tier Covered Transactions."
"Federal Fiscal Year" means the period beginning October 1 and ending September 30 each year, which
is the annual accounting period for the United States government.
"(:►AAP"means Generally Accepted Accounting Principles.
"GASB"means the Governmental Accounting Standards Board.
"'Health_ and. Human._Services -Co1111 fission" or ",HHSC" means the administrative agency established
under Chapter-53 1,Texas Government Code or its designee.
"Intellectual Property" means patents, rights to apply for patents, trademarks, trade names, service marks,
domain names, copyrights and all applications and worldwide registration of such, schematics, industrial
models, inventions, know-how, trade secrets, computer software programs,and other intangible proprietary
information.
"Local Government" means the Party to this Contract that meets the definition of this term cinder Tex.
Gov't Code § 791.003(4).
"Parties"means the System Agency and Local Government, collectively.
v. 9.1.17
DOCUSign Envelope ID:44FAB3D8-42F1-44CQ-B71A-79D59E8245CD
"P 'means either the System Agency or Performing Agency, individually.
"Proms" means the goods and/or Services described in the Signature Document or an Attachment to this
Contract.
"Public Information Act"or'`PIA''means Chapter 552 of the Texas Government Code.
"Services" means the tasks, functions, and responsibilities assigned. and. delegated to Local Government
under the Contract.
"Si_nature Document" means the document executedby both Parties that specifically sets forth all of the
documents that constitute the Contract.
"System. Agency" means HHSC or any of the agencies of the State of Texas that are overseen
by HHSC under authority granted under State law and the officers, employees, and designees
of those agencies. These agencies include: HHSC and the Department of State Health Services.
"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 T?xtr avel" means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C.
Section 5.22,relative to travel reimbursements under this Contract, if any.
"Subcontractor"means an individual or business that performs part or all of the obligations of Local
Government under this Contract.
"'echnical. Guidance -Letter." or "TGL" means an. instruction, clarification, or interpretation of the
requirements of the Contract, issued by the System Agency to the Local Government.
.'.Work" means all Services to be performed, goods to be delivered, and any appurtenant actions performed
and items produced, conceived,or developed, including Deliverables.
1.2 Interpretive Provisions
A. The meanings of defined terms are equally applicable to the singular and plural forms of the
defined terms.
B. The words "hereof;" "herein," "hereunder," and similar words refer to this Contract as a
whole and not to any particular provision, section. Attachment, or schedule of this Contract
unless otherwise specified.
C. The terns "including" is not limiting and means "including without limitation" and., unless
otherwise expressly provided in this Contract, (i) references to contracts (including this
Contract) and other contractual. instruments shall. be deemed to include all subsequent
Amendments acid other modifications thereto, but only to the extent that such Amendments and other
modifications are not prohibited by the terms of this Contract,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 "sections," "appendices," or "attachments" are references to sections,
appendices, or attachments of the Contract.
E. Any references to agreements, contracts, statutes, or administrative rules or regulations in the
Contract are references to these documents as amended, modified,or supplemented from time to time during
the term of the Contract.
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F. The captions and headings of this Contract are for convenience of reference only and shall
not affect the interpretation of this Contract.
G. All Attachments within this Contract, including those incorporated by reference, and any
Amendments are considered part of the terms of this Contract.
H. This Contract may use several different limitations, regulations, or policies to regulate the
same or similar matters. All such limitations, regulations, and policies are cumulative and
each shall be performed in accordance with its terms.
1. Unless otherwise expressly provided,reference to any action of the System Agency or by the
System Agency by way of consent, approval, or waiver shall be deemed modified by the
phrase"in its sole discretion."
J. Time is of the essence in this Contract.
ARTICLE II CONSIDERATION
:2.01 Expenses
Except as otherwise provided in the Contract, no ancillary expenses incurred by the Local Government 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.
When. the reimbursement of travel expenses is authorized by the Contract, all such. expenses shall be
reimbursed in accordance with the rates set by the State of Texas Textravel.
2.2 Funding
A. This Contract shall not be construed as creating any debt on behalf of the State of Texas
or the System Agency in violation of Article 111, Section 49, of the Texas Constitution.
In compliance with Article VIII, Section 6 of the Texas Constitution, it is understood
that all obligations of the System .Agency hereunder are subject to the availability of
state funds. If such funds are not appropriated or become unavailable,this Contract may
be terminated. :In that event, the Parties shall be discharged from further obligations,
subject to the equitable settlement of their respective interests, accrued up to the date of
termination.
B. Furthermore, any claim by Local Government for damages under-this Contract may not
exceed the amount of funds appropriated for payment, but not yet paid to Local
Government, under the annual budget in effect at the time of the breach. Nothing in
this provision shall be construed as a waiver of sovereign immunity.
C. This Contract is contingent upon the availability of sufficient and adequate funds. If
funds become unavailable through lack. of appropriations, budget cuts, transfer of
funds between programs or agencies. amendment of the Texas General
Appropriations Act, agency consolidation, or any other disruptions of current funding
for this Contract, the System Agency may restrict, reduce, or terminate funding under
this Contract. This Contract is also subject to immediate cancellation or termination.
without penalty to the System Agency, if sufficient and adequate funds are not
available. Contractor will have no right of action against the System Agency if the
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System Agency cannot perform its obligations under this Contract as a result of lack of funding
for any activities or functions contained within the scope of this Contract. In the event of
cancellation or termination under this Section, the System Agency shall not be required to give
notice and shall not be liable for any damages or losses caused or associated with such termination
or cancellation.
ARTICLE III WARRANTY, AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS
3.1 Federal Assurances
Local. Government further certifies that,to the extent Federal Assurances are incorporated into the Contract
under the Signature Document.the Federal Assurances have been reviewed and that Local Government is in
compliance with each of the requirements reflected therein.
3.2 Federal Certifications
Local Government further certifies, to the extent Federal Certifications are incorporated. into the Contract
under the Signature Document, that the Federal'Certifications have been reviewed, and. that Local
Government is in compliance with each of the requirements reflected therein. In addition, Local
Government certifies that it is in compliance with all applicable federal laws, rules,or regulations,as
they may pertain to this Contract.
AR"T"ICLE IV INTELLECTUAL PROPERTY
4.1 Intellectual Property
A. To the extent any Work results in the creation of Intellectual Property, all right, title, and
interest in and to such Intellectual. Property shall vest in the System Agency upon creation and shall
be deemed to be a"work made for hire"and made in the course of the services rendered pursuant
to this Contract.
B. To the extent that title to any such Intellectual Property may not by law vest in the System
Agency, or such Intellectual Property-may not be considered a"work made for hire,"all rights,
title, and interest therein are hereby irrevocably assigned to the System Agency. The System
Agency shall have the right to obtain and to hold in its name any and all patents, copyrights,
trademarks, service marks, registrations, or such other protection as may be appropriate to the
subject matter, including extensions and.renewals thereof.
C. Local Government must give the System Agency and the State of Texas, as well as any person
designated by the System. Agency or the State of Texas, all assistance required to perfect the
rights defined.herein without any charge or expense beyondthe stated amount payable to Local
Government for the set-vices authorized under this Contract.
ARTICLE V RECORDS,AUDIT,AND DISCLOSURE
5.1 Access to records,books,and documents
In addition to any right of access arising by operation of law, Local Government and any of Local
Government'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 Contract. If the Contract includes federal funds, federal. agencies that
shall have a right of access to records as described in
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this section include: the federal agency providing the fiends, the Comptroller General of the United States,
the General Accounting Office, the Office of the Inspector General, and any of their authorized
representatives. In addition, agencies of the State of Texas that shall have a right of access to records as
described in this section include: the System Agency, HHSC, HHSC's contracted examiners, the State
Auditor's Office, the Texas Attorney General's Office, and any successor agencies. Each of these entities
may be a duly authorized authority. If deemed necessary by the System Agency or any duly authorized
authority, for the purpose of investigation or hearing,Local Government shall produce original documents
related to this Contract. 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. Local
Government shall include this provision concerning the right of access to, and examination of, sites and
information related to this Contract in any Subcontract it awards.
5.2 Response/compliance with audit or inspection findings
A. At Local Government's sole expense, Local Government must take action to ensure its or a
Subcontractor's compliance with a correction of any finding of noncompliance with any law,
regulation, audit requirement, or generally accepted accounting principle relating to the
Services and Deliverables or any other deficiency contained in any audit, .review, or inspection
conducted under the Contract. Whether Local Goveniment's action corrects the noncompliance
shall be solely the decision.of the System Agency.
B. As part of the Services, Local Government must provide to HHSC upon request a copy of those
portions of Local Government's and its Subcontractors' internal audit reports relating to the
Services and Deliverables provided to the State under the Contract.
5.3 SAO Audit
Local Government understands that acceptance of funds directly under the Contract or indirectly through.
a Subcontract under the Contract acts as acceptance of the authority of the State Auditor's Office (SAO),
or any successor agency, 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
SAO must provide the SAO with access to any information the SAO considers relevant to the investigation
or audit. Local Government agrees to cooperate fully with the SAO or its successor in the conduct of the
audit or investigation, including providing all records requested. Local Government will ensure that this
clause concerning the authority to audit funds received indirectly by Subcontractors through Local
Government and the requirement to cooperate is included in any Subcontract it awards.
5.4 Recapture of Funds
The System Agency may withhold all or part of any payments to Local Government to offset
overpayments made to the Local Government. Overpayments as used in this Section include payments
(i) made by the System Agency that exceed the maximum allowable rates; (ii) that are not allowed under
applicable laws, rules, or regulations; or (iii) that are otherwise inconsistent with this Contract,including any
unapproved expenditures. Local Government 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
Contract. Local Government .further understands and agrees that reimbursement of such disallowed costs
shall be paid by Local Government from funds which were not provided or otherwise made available to
Local Government under this Contract.
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5.5 Public Information and Confidentiality
Information related.to the performance of this Contract may be subject to the Public Information Act
and will be withheld from public disclosure or released to the public only in accordance therewith.
Local Government shall make any information required under the Public Information Act available
to the System .Agency in portable document file (".pdf')format or any other fort-nat agreed between
the Parties.
To the extent permitted by law, Local Government and the System Agency agree to keep all
information confidential, in whatever form produced, prepared, observed, or received by Local
Government or the System Agency. The provisions of this section remain in full :force and
effect following termination. or cessation of the services performed under this Contract.
5.6 Data Security
Each Party and its Subcontractors will maintain reasonable and appropriate administrative,
physical, and technical safeguards to ensure the integrity and confidentiality of information
exchanged in the performance of services pursuant to this Contract and protect against any
reasonably anticipated threats or hazards to the security or integrity of the information and
unauthorized use or disclosure of the infoima.tion in accordance with applicable federal and state
laws, rules, and regulations.
Upon notice, either Party will provide, or cause its subcontractors and agents to provide, the
other .Party or its designee prompt access to any hiforination security records, books, documents,
and papers that relate to services provided under this Contract.
ARTICLE VI CONTRACT.MANAGEMENT AND EARLY TERMINATION
6.1 Contract Management
To ensure full performance of the Contract and compliance with applicable law, the System Agency
may take actions including:
A. suspending all or part of the Contract;
B. requiring the Local. Government to take specifle corrective actions in order to remain in
compliance with term of the Contract;
(,. recouping payments made to the Local Government found to be in error;
D. suspending and/or limiting any services and placing conditions on any such suspensions
and/or limitations of services;
E. imposing any other remedies authorized under this Contract; and.
F. imposing any other remedies. sanctions or penalties peinnitted by federal or state statute,
law,regulation, rule.
6.2 Termination for Convenience
The System Agency may terminate the Contract at any time when, in its sole discretion,the System.Agen.cy
determines that ternnination is in the best interests of the State of Texas. The termination will be effective
on the date specified in HHSC's notice of termination.
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6.3 Terinination for Cause
The System Agency will have the right to terminate the Contract in whole or in part if the System
Agency determines, at its sole discretion, that Local Government has materially breached the
Contract or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public
authority having jurisdiction and. such violation prevents or substantially impairs performance
of Local Government's duties under the Contract.
6.4 Equitable Settlement
.Any early termination under this Article shall be subject to the egt.iitable settlernent of the respective interests
of the Parties up to the date of termination.
ARTICLE VII MISCELLANEOUS PROVISIONS
7.1 Technical Guidance Letters
In the sole discretion of the System Agency, and in conformance with federal and state law, the System
Agency may issue instructions, clarifications, or interpretations as may be required during Work
performance in the form of a Technical Guidance Letter. A TGL must be in writing, and may be delivered
by regular mail, electronic mail, or facsimile transmission. Any TGL issued by the System Agency shall
be incorporated. into the Contract by reference herein for all purposes when it is issued..
7.2 Survivability
All obligations and duties of the Local Government not fully performed as of the expiration or
termination of this Contract will survive the expiration or termination of the Contract.
7.3 No Waiver
Neither failure to enforce any provision of this Contract nor payment for services provided under it constitute
waiver of any provision of the Contract.
7.4 Standard Terms and Conditions
A. In the performance of this Contract, each Party shall comply with all applicable federal,
state, and local laws, ordinances, and regulations. Each Party shall make itself familiar
with and at all times shall observe and comply with all federal, state, and local laws,
ordinances, and regulations that in any manner affect performance tinder this Contract.
Each Party will be deemed to have knowledge of all applicable laws and regulations
and be deemed to understand them.
B. All records relevant to this Contract shall be retained for a minimum of seven (7) years.
The period of retention begins at the date of final payment by the System Agency, or from the
date of termination of the Contract, whichever is later. The period of retention shal_I be extended for
a period reasonably necessary to complete an audit or to complete any administrative proceeding
or litigation that may ensue.
C. The System Agency shall own, and Local Government hereby assigns to the System
Agency, all right,title, and interest in all tangible Work.
D. Local Government 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
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State Auditor's Office, the United States Government, and/or their authorized representatives
sufficient information to determine compliance with the terns and conditions of this Contract and
all state and federal rules, regulations, and statutes.
E. This Contract and the rights and obligations of the Parties hereto shall be governed by,
and construed according to, the laws of the State of Texas, exclusive of conflicts of law
provisions. Venue of any suit brought under this Contract shall be in a court of
competent jurisdiction in Travis County, Texas. Local Government irrevocably waives
any objection, including any objection to personal jurisdiction or the laying of venue or
based on the grounds of forum non conveniens, which it may now or hereafter have to
the bringing of any action or proceeding in such jurisdiction in respect of this Contract
or any document related hereto. NOTHING IN THIS SECTION SFLALL BE CONSTRUED AS
A WAIVER OF SOVEREIGN IMMUNITY BY THE SYSTEM AGENCY.
F. If any provision contained in this Contract is held to be unenforceable by a court of law
or equity, this Contract shall be construed as if such provision did not exist and the non-
enforceability of such provision shall not be held to render any other provision or
provisions of this Contract unenforceable.
G. Except with respect to the obligation of payments under this Contract, if either of the
Parties,after a good faith effort, is prevented from complying with any express or implied
covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of
God; any valid order, rule, or regulation of governmental authority; or similar events that
are beyond the control of the affected Party (collectively referred to as a "Force
Majeure"), then, while so prevented, the affected Partys obligation to comply with such
covenant shall be suspended, and the affected Party shall not be liable for damages for
failure to comply with such covenant. Iii any such event, the Party claiming Force
Majeure shall promptly notify the other Party of the Force Majeure event in writing and,
if possible, such notice shall set forth the extent and duration thereof. The Party claiming
Force Majeure shall exercise due diligence to prevent, eliminate, or overcome such.Force
Majeure event where it is possible to do so and shall resume performance at the earliest
possible date. However, if non-performance continues for more than thirty(30) days, the
System Agency may terminate this Contract immediately upon written notification to
Local Government.
FT. This Contract, its integrated Attachment(s), and any purchase order issued in conjunction
with this Contract constitute the entire agreement of the Parties and are intended as a
complete and exclusive statement of the promises, representations, negotiations,
discussions, and other agreements that may have been made in connection with the
subject matter hereof. Any additional or conflicting terms in such Attachment(s) and/or
purchase order shall be harmonized with this Contract to the extent possible. Unless such.
integrated Attachment or purchase order specifically displays a mutual intent to amend a
particular part of this Contract, general conflicts in language shall be construed
consistently with the tears of this Contract.
1. Neither party shall assign or subcontract the whole nor any part of the contract,
including any right or duty required under it, without the other party's prior written
consent. Any assignment made contrary to this shall be void.
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J. This Contract may be executed in any number of counterparts, each of which shall be
an original, and all such counterparts shall together constitute but one and the same
Contract. If the Contract is not executed by the System Agency within thirty (30) days
of execution by the other Party,this Contract shall be null and void.
K. Pursuant to Chapter 2259 of the Texas Government Code entitled, "Self-Insurance by
Governmental Units,"Each Party is self-insured and, therefore, is not required to
purchase insurance.
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AT'TACHMEN'T D
SUPPLEMENTAL CONDITIONS
SECTION 1.01 NariCE OF CON'I'EtACI'AC:'rION
Grantee (``Performing Agency".
gency "Contractor") shall notify their assigned contract manager if
Performing Agency has had any contract suspended or terminated :for cause by any local, state or
federal department or agency or nonprofit entity within five days of becoming aware of the action
and include the following:
a. Reason.for such action;
b. Name and contact information of the local, state or federal department or agency or entity;
c. Date of the contract;
d. Date of suspension or termination; and.
e. Contract or case reference number.
SECTION 1.02 NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINTARY ACTIONS
a. Performing Agency shall immediately report in writing to their contract manager when Performing
Agency has knowledge or any reason to believe that they or any person with ownership or
controlling interest in the organization/business, or their agent, employee, contractor or volunteer
that is providing services under this Contract has:
1. Engaged. in any activity that could constitute a criminal offense equal to or greater than a.Class
A misdemeanor or grounds for disciplinary action by a state or federal regulatory authority; or
2. Been placed on community supervision, received deferred adjudication, or been indicted for or
convicted of a criminal offense relating to involvernent in any financial matter, federal. or state
program or felony sex crime.
b. Performing Agency shall not permit any person who engaged,or was alleged to have engaged, in any
activity subject to reporting under this section to perform direct client services or have direct contact
with clients, unless otherwise directed in writing by the System Agency.
SECTION 1.03 PERFORMING AGENCY'S NOTIFICATION OF CHANCE OF CONTACT PERSON OR
KEY PERSONNEL
The .Performing Agency shall notify in writing their contract manager assigned within te.n days of
any change to the Performing Agency's Contact Person or. Key Personnel.
SEX—FION 1.05 DISASTER SERVICES
In the event of a local, state,or federal emergency, including natural,man-made, criminal, terrorist,
and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by
the appropriate federal official, Performing Agency may be called upon to assist the System Agency
in providing the following services:
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a. Community evacuation;
b. Health and medical assistance;
c. Assessment of health and medical needs;
d. Health surveillance;
e. Medical care personnel;
f Health and medical equipment and supplies;
g. Patient evacuation;
h. In-hospital care and hospital facility status;
i. Food, drug and medical device safety;
J. Worker health and safety;
k. Mental health and substance abuse;
L Public health information;
m. Vector control and veterinary services; and
n. Victim identification and.mortuary services.
SECTION 1.06 CONSENT BY NON-PARENT OR OTHER STATE LAW TO MEDICAL CARE OF A
MINOR
Unless a federal law applies, before a Performing Agency or its contractor can provide medical,
dental. psychological or surgical treatment to a minor without parental consent, informed consent
must be obtained as required by Texas Family Code Chapter 32.
SEC'r10N 1.07 TELf,(.M I)ICINE/T1:
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involved in the operation of the system and provision of the services prior to initiating the
protocol;
g. Priority in scheduling the system for clinical care of individuals;
h. Quality oversight and monitoring of satisfaction of the individuals served; and
i. Management of information and documentation for telemedicine services that ensures timely
access to accurate information between the two sites. Telemedicine Medical Services does
not include chemical dependency treatment services provided by electronic means under 25
Texas Administrative Code Rule § 448.911.
SECTION 1.08 SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFIC,'IENCv
a. Performing Agency shall take reasonable steps to provide services and information both
orally and in writing, in appropriate languages other than English, to ensure that persons
with limited English proficiency are effectively informed and can have meaningful access
to programs, benefits and activities.
b. Performing Agency shall identify and document on the client records the primary
language/dialect of a client who has limited English proficiency and the need for
translation or interpretation services and. shall not require a client to provide or pay for the
services of a translator or interpreter.
c. Performing Agency shall make every effort to avoid use of any persons under the age of
18 or any family member or friend of the client as an interpreter for essential
communications with a client with limited English proficiency, unless the client has
requested that person and using the person would not compromise the effectiveness of
services or violate the client's confidentiality and the client is advised that a free
interpreter is available.
SECHOrr 1.09 THIRD PARTY PAYORS
Except as provided in this Conti-act, .Performing Agency shall. screen all clients and may not bill the
System Agency for services eligible for reimbursement from third party payors, who are any person
or entity who has the legal responsibility for paying for all or part of the services provided, including
commercial health or liability insurance carriers, Medicaid, or other federal, state, local and private
funding sources.
As applicable,the Performing Agency shall.:
a. Enroll as a provider. in Children's Health.Insurance Program and Medicaid if providing approved
services authorized under this Contract that may be covered by those programs and bill those
programs for the covered.services;
b. Provide assistance to individuals to enroll in such program.s when the screening process indicates
possible eligibility for such programs;
e. Allow clients that are otherwise eligible for System Agency services, but cannot pay a deductible
required by a third party payor, to receive services up to the amount of the deductible and to bill
e System Agency for the deductible;
d. Not bill the System Agency for any services eligible for third party reimbursement until all appeals
to third party payors have been exhausted;
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e. Maintain appropriate documentation from the third party payor reflecting attempts
to obtain reimbursement;
f-. Bill all third party payors for services provided under this Contract before submitting any request
for reimbursement to System Agency; and
g. Provide third party billing functions at no cost to the client.
SECTION 1.10 HIV/AIDS MODEL WORKPLACE,GuIDEI..INES
Performing .Agency shall implement System Agency's policies based on the Human
Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS), AIDS Model
Workplace Guidelines for Businesses at htt ://w-%,N-�v.dslis.state.tx.us/hivstd/)olicN,/' olicies.shtrii.
State Agencies and State Performing Agency's Policy No. 090.021.
Performing Agency shall also educate employees and clients concerning HIV and its related.
conditions, including.AIDS, in accordance with the Texas. health& Safety Code §§ 85.1.12-114.
SECTION 1.11 MEDICAL RECORDS RETENTION
Performing Agency shall retain medical records in accordance with 22 TAC §165.1(b) or other
applicable statutes, rules and regulations governing medical information.
SECTION.1..1.2 NOTICE OF A LICENSE.ACTION
Performing Agency shall notify their contract manager of any action impacting its license to
provide services under. this Contract within five days of becoming aware of the action and include
the following:
a. Reason for such action;
b. Name and contact information of the local, state or federal department or agency or entity;
c. Date of the license action; and
d. License or case reference number.
SECTION 1.13 INTERIM EXTENSION AMENDMENT
a. Prior to or on the expiration date of this Contract, the Parties agree that this Contract can he
extended as provided under this Section.
b. The System Agency shall provide written notice of interim extension amendment to the
Performing Agency under one of the following circumstances:
1. Continue provision of services in response to a disaster declared by the governor; or
2. `I'o ensure that services are provided to clients without interruption.
c. The System.Agency will provide written notice of the interim extension amendment that specifies
the reason for it and period of time for the extension.
d. Performing Agency will provide and invoice for services in the same manner that is stated in the
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Contract.
e. An interim extension under Section(b)(1)above shall extend the term of the contract not longer
than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter
period of time.
f. An interim extension under Section(b)(2)above shall be a one-time extension for a period
of time determined by the System Agency.
SECTION 1.14 ELECTRONIC AND INFORMATIONRESOURCES ACCESSIBIL.ITI'AND SECURITY
STANDARDS
a. Applicability:
The following Electronic and Information Resources (.EIR) requirements apply to the
Contract because the Performing Agency performs services that include EIR that the System
Agency's employees are required or permitted to access or members of the public are
required or permitted to access.
This Section does not apply to incidental uses of EIR.in the performance of the Agreement,
unless the Parties agree that the EIR will become property of the State of Texas or will. be
used by HHSC's clients or recipients after completion of the Agreement.
Nothing in this section is intended to prescribe the use of particular designs or technologies
or to prevent the use of alternative technologies, provided they result in. substantially
equivalent or greater access to and use of a Product.
b. Definitions:
"Accessibility Standards" means accessibility standards and specifications for Texas
agency and institution of higher education websites and EIR set forth in 1 TAC Chapter 206
and/or Chapter 213.
"Electronic and Information Resources" means information resources, including
information resources technologies, and any equipment or interconnected system of
equipment that is used in the creation, conversion, duplication, or delivery of data or
information. The term includes telephones and other telecommunications products,
information kiosks, transaction machines, Internet websites, multimedia resources, and
office equipment, including copy machines and fax machines.
"Electronic and Information Resources Accessibility Standards" means the
accessibility standards for electronic and information resources contained in 1 'Texas
Administrative Code Chapter?13.
"Product" means information resources technology that is, or is related to EIR..
"Web Site Accessibility Standards/ Specifications" means standards contained in
Volume 1 Tex. Admin. Code Chapter 206(c) Accessibility Requirements.
Under Tex. Gov't Code Chapter 2054, Subchapter M.and implementing rules of the Texas
Department of Information Resources, the System Agency must procure Products and
services that comply with the Accessibility Standards when those Products are available
in the commercial marketplace or when those Products are developed in response to a
procurement solicitation. Accordingly, Performing Agency must provide electronic and
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information resources and associated Product documentation. and technical support that
comply with the Accessibility Standards.
c. Evaluation, Testing, and Monitoring
1. The System Agency may review, test, evaluate and monitor Performing Agency's
Products and services, as well as associated documentation and technical support for
compliance with the Accessibility Standards. Review,testing,evaluation and monitoring
may be conducted before and after the awardof a contract. Testing and monitoring may
include user acceptance testing. Neither the review, testing (including acceptance
testing), evaluation or monitoring of any Product or service, nor the absence of review,
testing, evaluation or monitoring, will result in a waiver of the State's right to contest the
Performing Agency's assertion of compliance with the Accessibility Standards.
2. Performing Agency agrees to cooperate fully and provide the System Agency and
its representatives timely access to Products, records, and other items and
information.needed to conduct such review, evaluation,testing, and monitoring.
d. Representations and Warranties
1. Performing Agency represents and warrants that:
L As of the Effective Date of the Contract, the Products and associated
documentation and technical support comply with the Accessibility Standards as
they exist at the time of entering the Agreement, unless and to the extent the
Parties otherwise expressly agree in writing; and
ii. If the Products will be in the custody of the state or a System Agency's client or
recipient after the Contract expiration,or termination, the Products will continue to
comply with Accessibility Standards after the expiration or termination of the
Contract Term, unless the System Agency or its clients or recipients, as applicable,
use the Products in a manner that renders it noncompliant.
2. In the event Performing Agency becomes aware, or is notified that the Product or
service and associated documentation and technical support do not comply with the
Accessibility Standards, Performing Agency represents and warrants that it will., in
a timely manner and at no cost to the System Agency,perform all necessary steps to
satisfy the Accessibility Standards, including remediation, replacement, and
upgrading of the Product or service, or providing a suitable substitute.
3. Performing .Agency acknowledges and agrees that these representations and
warranties are essential inducements on which the System Agency relies in
awarding this Contract.
v. 1.17
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4. Performing Agency's representations and warranties under this subsection will
survive the termination or expiration of the Contract and will remain in full.force and
effect throughout the useful life of the Product.
e. Remedies
1. Under Tex. Gov't Code § 2054.465, neither the Performing Agency nor any other
person has cause of action against the System Agency for a claim of a failure to
comply with Tex. Gov't Code Chapter 2054, Subchapter M, and rules of the
.Department of Information Resources.
2. In the event of a breach of Performing Agency's representations and warranties,
Performing Agency will be liable for direct, consequential, indirect, special, or
liquidated damages and any other remedies to which the System Agency may be
entitled under this Contract and other applicable law. This remedy is cumulative of
any other remedies to which the System Agency may be entitled under this Contract
and.other applicable law.
SECTION 1..15 CHILD ABUSE REPORTING REQUIREMENT
a. Performing Agency 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 Performing Agency to report child abuse.
b. Perfonning Agency shall develop, implement and enforce a written policy that includes at a
minimum the System Agency's Child Abuse Screening, Documenting, and Reporting Policy
for Performing Agency/Providers and train all staff on reporting requirements.
c. Perfonning Agency shall use the System Agency's Child Abuse Reporting Form located at
Lvw%V.dshs.state.tx.us/chiIdabusereporuing as required by the System. Agency. Performing
Agency shall retain reporting documentation on site and make it available for inspection by
the System Agency.
DocuSign Envelope ID:44FAB3D8-42F1-44C0-B71A-79D59E8245CD
OMB Number:4040-0007
Expiration Date:01/31/2019
ASSURANCES-NON-CONSTRUCTION PROGRAMS
Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing
instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of
information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for
reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project(0348-0040),Washington, DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND
IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY.
NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the
awarding agency. Further, certain Federal awarding agencies may require applicants to certify to additional assurances.
If such is the case, you will be notified.
As the duly authorized representative of the applicant, I certify that the applicant:
1. Has the legal authority to apply for Federal assistance Act of 1973, as amended(29 U.S.C. §794),which
and the institutional, managerial and financial capability prohibits discrimination on the basis of handicaps; (d)
(including funds sufficient to pay the non-Federal share the Age Discrimination Act of 1975, as amended(42 U.
of project cost)to ensure proper planning, management S.C. §§6101-6107),which prohibits discrimination on
and completion of the project described in this the basis of age; (e)the Drug Abuse Office and
application. Treatment Act of 1972(P.L. 92-255), as amended,
relating to nondiscrimination on the basis of drug
2. Will give the awarding agency,the Comptroller General abuse; (f)the Comprehensive Alcohol Abuse and
of the United States and, if appropriate, the State, Alcoholism Prevention, Treatment and Rehabilitation
through any authorized representative, access to and Act of 1970(P.L. 91-616), as amended, relating to
the right to examine all records, books, papers, or nondiscrimination on the basis of alcohol abuse or
documents related to the award; and will establish a alcoholism; (g)§§523 and 527 of the Public Health
proper accounting system in accordance with generally Service Act of 1912(42 U.S.C. §§290 dd-3 and 290
accepted accounting standards or agency directives. ee-3), as amended, relating to confidentiality of alcohol
and drug abuse patient records; (h)Title VIII of the Civil
3. Will establish safeguards to prohibit employees from Rights Act of 1968(42 U.S.C. §§3601 et seq.), as
using their positions for a purpose that constitutes or amended, relating to nondiscrimination in the sale,
presents the appearance of personal or organizational rental or financing of housing; (i)any other
conflict of interest, or personal gain, nondiscrimination provisions in the specific statute(s)
under which application for Federal assistance is being
4. Will initiate and complete the work within the applicable made; and, (j)the requirements of any other
time frame after receipt of approval of the awarding nondiscrimination statute(s)which may apply to the
agency. application.
5. Will comply with the Intergovernmental Personnel Act of 7. Will comply, or has already complied,with the
1970(42 U.S.C. §§4728-4763)relating to prescribed requirements of Titles II and III of the Uniform
standards for merit systems for programs funded under Relocation Assistance and Real Property Acquisition
one of the 19 statutes or regulations specified in Policies Act of 1970(P.L. 91-646)which provide for
Appendix A of OPM's Standards for a Merit System of fair and equitable treatment of persons displaced or
whose property is acquired as a result of Federal or
Personnel Administration (5 C.F.R. 900, Subpart F). federally-assisted programs.These requirements
6. Will comply with all Federal statutes relating to apply to all interests in real property acquired for
project purposes regardless of Federal participation in
nondiscrimination. These include but are not limited to: purchases.
(a)Title VI of the Civil Rights Act of 1964(P.L. 88-352)
which prohibits discrimination on the basis of race, color 8, Will comply, as applicable,with provisions of the
or national origin; (b)Title IX of the Education Hatch Act(5 U.S.C. §§1501-1508 and 7324-7328)
Amendments of 1972, as amended (20 U.S.C.§§1681- which limit the political activities of employees whose
1683, and 1685-1686),which prohibits discrimination on principal employment activities are funded in whole
the basis of sex; (c)Section 504 of the Rehabilitation or in part with Federal funds.
Previous Edition Usable Standard Form 4248(Rev.7-97)
Authorized for Local Reproduction Prescribed by OMB Circular A-102
DocuSign Envelope ID:44FAB3D842F1-44CO-B71A-79D59E8245CD
9. Will comply, as applicable, with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance
Bacon Act(40 U.S.C. §§276a to 276a-7),the Copeland Act with Section 106 of the National Historic Preservation
(40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended(16 U.S.C. §470), EO 11593
Work Hours and Safety Standards Act(40 U.S.C. §§327- (identification and protection of historic properties), and
333), regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of
construction subagreements. 1974(16 U.S.C. §§469a-1 et seq.).
10. Will comply, if applicable,with flood insurance purchase 14. Will comply with P.L. 93-348 regarding the protection of
requirements of Section 102(x)of the Flood Disaster human subjects involved in research,development, and
Protection Act of 1973(P.L. 93-234)which requires related activities supported by this award of assistance.
recipients in a special flood hazard area to participate in the
program and to purchase flood insurance if the total cost of 15. Will comply with the Laboratory Animal Welfare Act of
insurable construction and acquisition is$10,000 or more. 1966(P.L. 89-544, as amended, 7 U.S.C. §§2131 et
seq.)pertaining to the care, handling, and treatment of
11. Will comply with environmental standards which may be warm blooded animals held for research,teaching, or
prescribed pursuant to the following: (a)institution of other activities supported by this award of assistance.
environmental quality control measures under the National
Environmental Policy Act of 1969(P.L. 91-190)and 16. Will comply with the Lead-Based Paint Poisoning
Executive Order(EO) 11514; (b)notification of violating Prevention Act(42 U.S.C. §§4801 et seq.)which
facilities pursuant to EO 11738; (c)protection of wetlands prohibits the use of lead-based paint in construction or
pursuant to EO 11990; (d)evaluation of flood hazards in rehabilitation of residence structures.
floodplains in accordance with EO 11988; (e)assurance of 17 Will cause to be performed the required financial and
project consistency with the approved State management compliance audits in accordance with the Single Audit
program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No.A-133,
Act of 1972(16 U.S.C. §§1451 et seq.); (f)conformity of "Audits of States, Local Governments, and Non-Profit
Federal actions to State(Clean Air)Implementation Plans Organizations."
under Section 176(c)of the Clean Air Act of 1955, as
amended(42 U.S.C. §§7401 et seq.); (g)protection of 18. Will comply with all applicable requirements of all other
underground sources of drinking water under the Safe Federal laws, executive orders, regulations, and policies
Drinking Water Act of 1974, as amended(P.L. 93-523); governing this program.
and, (h)protection of endangered species under the
Endangered Species Act of 1973, as amended(P.L. 93- 19. Will comply with the requirements of Section 106(8)of
205)• the Trafficking Victims Protection Act(TVPA)of 2000, as
12. Will comply with the Wild and Scenic Rivers Act of amended (22 U.S.C. 7104)which prohibits grant award
recipients or asub-recipient from (1) Engaging in severe
1968(16 U.S.C. §§1271 et seq.)related to protecting forms of trafficking in persons during the period of time
components or potentia(components of the national that the award is in effect(2) Procuring a commercial
wild and scenic rivers system, sex act during the period of time that the award is in
effect or(3) Using forced labor in the performance of the
award or subawards under the award.
SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE
APPLICANT ORGANIZATION DATE SUBMITTED
Standard Form 424B(Rev.7-97)Back
DocuSign Envelope ID:44FAB3D8-42F1-44C0-B71A-79D59E8245CD
CERTIFICATION REGARDING LOBBYING
Certification for Contracts,Grants, Loans,and Cooperative Agreements
The undersigned certifies,to the best of his or her knowledge and belief,that:
(1)No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any
person for influencing or attempting to influence an officer or employee of an agency,a Member of
Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with
the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the
entering into of any cooperative agreement,and the extension,continuation,renewal,amendment,or
modification of any Federal contract,grant,loan,or cooperative agreement.
(2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an
officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal
contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard
Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions.
(3)The undersigned shall require that the language of this certification be included in the award documents
for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants,loans,and
cooperative agreements)and that all subrecipients shall certify and disclose accordingly.This certification
is a material representation of fact upon which reliance was placed when this transaction was made or
entered into.Submission of this certification is a prerequisite for making or entering into this transaction
imposed by section 1352,title 31,U.S.Code.Any person who fails to file the required certification shall be
subject to a civil penalty of not less than$10,00 0 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 subjec t to a civil penalty of not less than$10,000 and not more than$100,000
for each such failure.
*APPLICANT'S ORGANIZATION
PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE
Prefix: ' First Name: Middle Name:�—
t Last Name: Suffix:
*Title:
SIGNATURE: ' DATE:
DocuSign Envelope ID:44FAB3D8-42F1-44CQ-B71A-79D59E8245CD
DATA USE AGREEINIENT BETWEEN THE
TEXAS HEALUI AND H JMAN SERVICES ENTERPRISE
AND
CITY OF ROUND ROCK("CONTRACTOR")
This Data Use Agreement("DUA"),effective as of the Base Contract("Effective Date"),is entered into by and
between the Texas Health and I lun an Senvices Enterprise agency HEALTH AND HUMAN SERVICES
COMMISSION(`IIHS")and CITY OF ROUND ROCK("CONTRACTOR"),and incorporated into the terms
of HHS Contract No.HHS000122100001, in Travis County,Texas(the"Base Contract").
ARTICLE 1.PURPOSE; APPLICABILITY; ORDER OF PRECEDENCE
The purpose of this DUA is to facilitate creation,receipt, maintenance,use,disclosure or access to Confidential
Information with. CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the
Confidential Information and the limited purposes for which the CONTRACTOR may create,receive,maintain,
use, disclose or have access to Confidential Information. 45 CFR 164.504(e)(1)-(3) This DUA also describes
HHS's remedies in the event of CONTRA.CTO:R's noncompliance with its obligations under this DUA. This
DUA applies to both Business Associates and contractors who are not Business Associates who create,
receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or
clients as described in the Base Contract.
As of the Effective Date of this DUA, if any provision of the Base Contract. including any General Provisions
or Uniform Terms and Conditions,conflicts with this DUA,this DUA controls.
ARTICLE 2. DEFINITIONS
For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following:
Health :Insurance Portability and Accountability Act of 1996, Public Law 104-191 (42 U.S.C.
§13320d, ems.) and regulations thereunder in 45 CFR Parts 160 acid 164, including all amendments,
regulations and guidance issued thereafter; The Social Security Act, including Section 1137 (42 U.S.C.
§§ 1.320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the Computer Matching and
Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue
Code,Title 26 of the United States Code and regulations and publications adopted under that code,including IRS
Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas
Government Code, Ch. 552, and Texas Government Code §20.54.1125. In addition,the following terms in this
DUA are defined as follows:
"Authorized Purno�means the specific purpose or purposes described in the Scope of Work of the Base
Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly
authorized by HHS in writing in advance.
"Authorized User"means a Person:
(1) Who is authorized to create, receive, maintain, have access to, process, view, handle,
examine,interpret,or analyze Confidential Information pursuant to this DUA;
(2) For whom CON"TRACTOR 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.
FIRS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015 GOVERNMENTAL
ENTITY VERSION
DocuSign Envelope ID:44FAB3D8-42F1-44CO-B71A-79D59E8245CD
"Conf4lgntia „InfU[nlatio_n" means any conununication 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) Client Information;
(2) Protected Health Information in any form including without limitation, Electronic
Protected Health Information or Unsecured Protected Health Information;
(3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521;
(4) Federal Tax Information;
(5) Personally Identifiable Information;
(6) Social Security Administration Data, including, without limitation, Medicaid
information;
(7) All privileged work product;
(8) All information designated as confidential under the constitution and laws of the State of
Texas and of the United States, including the Texas Health & Safety Code and the Teras Public
Information Act,Texas Government Code,Chapter 552.
"Legally Authorized ReUresentative" of the Individual, as defined by Texas law, including as provided
in 45 C.F.R.435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6);Tex.H.&S.
Code§166.164;Estates Code Ch.7.52 and.Texas Prob.Code§3.
ARTICLE 3.CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION
Section 3.01 Obligations of CONTRACTOR
CONTRACTOR agrees that:
(A.) CONTRACTOR will exercise reasonable care and no less than the same degree of care
CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent
any portion of the Confidential Information from being used. in a manner that is not expressly an
Authorized PuMgse under this DUA or as Required by Law.45 CFR.164 502(b)(1);45 CFR 1641514(d)
(B) CONTRACTOR will not, without I l:[IS's prior written consent, disclose or allow access
to any portion of the Confidential Information to any Person or other entity, other than Authorized. User's
Workforce or Subcontractors of CONTRACTOR who have completed training i.n confidentiality,privacy,
security and the importance of promptly reporting any Event or Breach to CONTRACTOR's
management,to carry out the Authorized Pur2ose or as Required by Law.
HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS
processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training
to FJHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas.11'ealth&Safety Code§181.101
(C) CONTRACTOR. will establish, implement and maintain appropriate sanctions against
any member of its Workforce or Subcontractor who fails to comply with this DUA,the Base Contract or
applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon
request.45 CF.R.164 308(a)(1)(ii)(C);164.530(e);164.410(b);164.530(b)(1)
(D) CONTRACTOR. will not, without prior written. approval of HHS, disclose or provide
access to any Confidential Information on the basis that such act is Required by Law without notifying
HHS so that I-IFIS may have the opportunity to object to the disclosure or access and seek appropriate
DocuSign Envelope ID:44FAB3D8-42F1-44CO-B71A-79D59E8245CD
I II iS(_'€nlracl No, I II:IS{1OO 1-22210000 1
relief. If HHS objects to such disclosure or access, CONTRACTOR will refrain from disclosing or
providing access to the Confidential Information. until HHS has exhausted all alternatives for relief. 45
CFR 164.504(e)(2)(U)(4)
(E) CONTRACTOR will not attempt to re-identify or further identify Confidential
Information or De-identified Information, or attempt to contact any Individuals whose records are
contained in the Confidential Information, except for an Authorized Purpose, without express written
authorization from HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(i)and(ii)
CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR
164.501, 164.508(a)(3)and(4);Texas Health&Safety Code Ch. 181.002
(F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to,
create. receive, maintain, use, disclose, have access to or transmit Confidential Information on behalf of
CONTRACTOR without requiring that Subcontractor first execute the:Form Subcontractor Agreement,
Attachment 1, which ensures that the Subcontractor will comply with the identical terms, conditions,
safeguards and restrictions as contained in this DUA for PHI and any other relevant Confidential
Information and which permits more strict limitations; and 45 CFR 164.502(e)(I)(1)(ii);164.504(g)(1)(i)
and(2)
(G) CONTRACTOR is directly responsible for compliance with, and enforcement of, all
conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential.
:Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent
unauthorized use. 45 CFR 164.504(t,9(5);42 CFR 431.300,et seq.
(H) 'If CONTRACTOR maintains PHI in a Designated Record Set, CONTRACTOR will
make :PHI: available to HHS in a Designated Record Set or, as directed by HHS, provide PHI to the
Individual, or Legally Authorized Representative of the Individual who is requesting PHI in compliance
with the requirements of the HIPAA Privacy Regulations. CONTRACTOR.will make other Confidential
Information in CONTRACTOR's possession available pursuant to the requirements of HIPAA or other
applicable law upon a determination of a Breach of Unsecured PHI as defined in IIIPAA. 45 CFR
164.524and 164 504(e)(2)(ii)(E)
(1) CONTRACTOR will make PHI as required by HIPAA available to HHS for amendment
and incorporate any amendments to this information that II[IS directs or agrees to pursuant to the HIP.A.A.
45 CFR 164.504(e)(2)(ii)(E)and(F)
(J) CONTRACTOR.will document and make available to.H.HS the PHI required to provide
access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA
Privacv Regulations.45 CFR 164.504(e)(2)(ii)(G)and 164.528
(K.) I'f CONTRACTOR receives a request for access, amendment or accounting of PHI by
any Individual subject to this DUA, it will promptly forward the request to HHS; however, if it would
violate FIIPA.A to forward the request, CONTRACTOR will. promptly notify FIHS of the request and of
CONTRACTOR's response. Unless CONTRACTOR is prohibited. by law from forwarding a request,
FI[IS will.respond to all such requests.unless HHS has given prior written consent for CONTRACTOR to
respond to and account for all such requests. 45 CFR 164.504(e)(2)
(L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide,to
HHS periodic written certifications of compliance with controls and provisions relating to information
privacy,security and breach notification, including without limitation information related to data transfers
and the handling and disposal of Confidential Information.45 CFR.164.308;.164 530(c);1 TAC 202
(M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the
Confidential Information, CONTRACT OR may use or disclose PHI Ifor the proper management and
HHS Data Use Agreement V.$.3 HIPAA Omnibus Compliant April 1,2015
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administration of CONTRACTOR or to cairy out CONTRACTOR's legal responsibilities if: 45 CTR
164.504(e)(ii)(1)(4)
(1) Disclosure is Required by Laws provided that CONTRACTOR complies with Section
3.01(D);
(2) CONTRACTOR obtains reasonable assurances from the Person to whom.the information
is disclosed that the Person will:
(a) Maintain the confidentiality of the Confidential.Information in accordance with this DIJA.;
(b) Use or further disclose the information only as Required by Law or .for the Authorized
Purpose for which it was disclosed to the Person;and
(c) Notify CONTRACTOR. in accordance with Section 4.01 of any Event or Breach of
Confidential Information of which the Person discovers or should have discovered. with the exercise
of reasonable diligence. 45 CFR.164.504(e)(4)(ii)(B)
(N) Except as otherwise limited by this DUA, CONTRACTOR will, if requested by HHS,
use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA, 45 C.F.R.
§164.501 and permitted by H.1PAA. 45 CFR.164.504(e)(2)(i)(B)
(0) CONTRACTOR.will,on the termination or expiration of this DU.A or the fuse Contract,
at its expense, return to HHS or Destroy, at HHS's election, and to the extent reasonably feasible and
permissible by law, all Confidential Information received from HHS or created or maintained by
CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data
contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the
Confidential. Information that has been created, received, maintained, used by or disclosed to
CONTRACTOR, has been 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 Destroy 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 impermissible by law, CONTRACTOR will. immediately
notify HHS of the reasons such return or Destruction is not feasible, and agree to extend indefinitely the
protections of this DUA to the Confidential Information and limit its further uses and disclosures to the
purposes that make the return of the Confidential Information not feasible for as long as CONTRACTOR
maintains such Confidential Information.45 CFR 164.504(e)(2)(ii)(.1)
(P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential
Information in a secure .fashion that protects against any reasonably anticipated threats or hazards to the
security or integrity of such information or unauthorized uses. 45 CFR 164.306;164.530(c)
(Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential
Information, CONTRACTOR will complete and return to HHS at infiosecurity(ii`lxlisc.state.t.x.rrs the HH.'S
information security and privacy initial inquiry (SPI) at Attachment 2 . The SPI identifies basic privacy
and security controls with which CONTRACTOR.must comply to protect HI-IS Confidential Information.
CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by
HHS as required by state and federal law,based on the type of Confidential Information CONTRACTOR
creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk.
CONTRACTOR's security controls will be based on the National Institute of Standards and.Technology
(NIST") Special Publication 800-53. CONTRACTOR will update its security controls assessment
whenever there are significant changes in security controls for FIHS Confidential Information and will
provide the updated document to HHS. HHS also reserves the right to request updates as needed to
satisfy state and federal monitoring requirements. 45 CFR 164.306
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I[I IS No, H]MOO 122 100001
(R) CONTRACTOR will establish, implement and maintain any and all appropriate
procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality,
integrity, and availability of the Confidential Information and with respect to PHI, as described.in the
HIPAA Privacy and Securi 1 Regulations,or other applicable laws or regulations relating to Confidential
Information, to prevent any unauthorized use or disclosure of Confidential Information as long as
CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR
164.308(administrative safeguards);164.310(physical safeguards);164.312(technical safeguards);
164.530(e)(privacy safeguards)
(S) CONTRACTOR will designate and identify, subject to HHS approval, a. Person or
Pet-sons, as Privacy Official 45 CFR 164.530(a)(1) and :Information Security Official, each of whom is
authorized to act on. behalf of CONTRACTOR and is responsible for the development and
implementation of the privacy andsecurity requirements in this DUA. CONTRACTOR will provide
name and current address, phone number and e-trail address for such. designated officials to H1IS upon
execution of this DUA and prior to any change. 45 CFR 164.308(a)(2)
(T) CONTRACTOR represents and warrants that its Authorized Users each have a
demonstrated need to know and have access to Confidential Information solely to the minimum extent
necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract,and further,
that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the
Confidential Information contained in this.DUA. 45 CFR 164.502;164.514(d)
(U) CONTRACTOR and its Subcontractors will maintain an updated,complete,accurate and
numbered list of Authorized Users, their signatures, titles and the date they agreed to be bound by the
terms of this DUA,at all times and supply it to HHS,as directed, upon request.
(V) CONTRACTOR will implement, update as necessary, and document reasonable and
appropriate policies and procedures for privacy, security and Breach of Confidential Information and an
incident response plan for an Event or Breach, to comply with the privacy, security and breach notice
requirements of this DUA prior to conducting work under the DUA. 45 CFR 164.30&164.316;
.164.51 4(tl);I 64.530(i)(1)
(W) CONTRACTOR will produce copies of its information security and privacy policies and
procedures and records relating to the use or disclosure of Confidential Information received from,
created by, or received, used or disclosed by CONTRACTOR on behalf of HHS for HHS's review and
approval within 30 days of execution of this DC1A and upon request by HHS the following business day
or other agreed upon time fi ame. 45 CFR 164.308;1641514(d)
(X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's
obligations to provide access to, or copies of, PHI.in accordance with HIPAA and other applicable laws and
regulations relating to Confidential Infonnation. CONTRACTOR will provide such information in a time
and manner reasonably agreed upon or as designated.by the Secretary,or other federal or state law. 45 CFR
164.504(e)(2)(i)(I)
(Y) CONTRACTOR will only conduct secure transmissions of Confidential Information
whether in paper,oral or electronic form. A secure transmission of electronic Confidential Information in
motion includes secure File Transfer Protocol (SFTP)or Encryption at an appropriate level or otherwise
protected as required.by rule,regulation or law.HHS Confidential Information at rest requires Engyption
unless there is adequate administrative, technical, and physical security, or as otherwise protected as
required by rule, regulation or law. All electronic data transfer and communications of Confidential
Information will be through secure systems. Proof of system, media or device security and/or Encryption
must be produced to HHS no later than 48 hours after FIHS's written request in response to a compliance
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investigation, audit or the DiscoveQ,! of an Event or Breach. Otherwise, requested production of such
proof will be made as agreed upon by the parties. De-identification of HHS Confidential Information is
a means of security. With respect to de-identification of PHI,HI_"secure" means de-identified according to
I-IIPAA Privacy standards and regulatory guidance.45 CFR 164.312; 164.530(11)
(7) CONTRACTOR will comply with the following laws and standards if applicable to the type of
CL)1jJj&1,dajLU f{l=ct1 ion and Contructor'sjLjdjo&.ed j'ur :
• Title 1,Part 10,Chapter 202, Subchapter B,'Texas Administrative Code;
'rhe Privacy:pct of 1974;
OMB Memorandum 07-16;
• The Federal Information Security Management Act of 2002(FISMA);
• The I..lealth Insurance Portability and Accountability Act of 1996 (H1PI A.A.) as defined in the
DL1A;
Internal Revenue Publication 1075 —Tax Information Security Guidelines for Federal, State and Local
Agencies;
• National Institute of Standards and Technology (NISI") Special Publication 800-66 Revision 1 — An
Introductory Resource Guide for Implementing the Health Insurance Portability and
Accountability Act(EIIPAA)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 500-47 — Security Guide for Interconnecting Information Technology
Systems;
NIST Special Publication 800-88,Guidelines for Media Sanitization;
NIST Special. Publication 800-1 1 1, Guide to Storage of Encryption Technologies for End.
User Devices containing PHI;and
Any other State or Federal law, regulation. or administrative rule relating to the specific 11145 prograt»area
that CONTRACTOR supports on behalf of HHS.
ARTICLE 4. BREACH NOTICE,REPORT.ING AND CORRECTION REQUIRKMENTS
Sectiones Breach or LLLULjN,otificafion to.III.IS. 45 CFR 164.400-414
(A) CONTRACTOR will cooperate fully with HHS in. investigating, mitigating to the extent
practicable and issuing notifications directed by 1--IF-IS, for any Event or Breach of Confidential
Information to the extent and in the:mariner determined by 1111S.
(B) CONTRACTOR'S obligation begins at the Disco��of an Event or Breach and
continues as long as related activity continues, until all effects of the Event are mitigated to HHS's
satisfaction(the"incident response period"). 45 CFR 164.404
(C) Breach Notice:
1. Initial Notice.
a. For federal information, including without limitation, Federal Tax Information, Social Security
Administration Data and Medicaid Client Information within the first, consecutive clock hour of
Discovery, and for all other types of Confidential Information not more than 24 hours after
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III l`;t::;c�r 9 <tct No, 11114(00 1-2-2 10000 1
Discovery, or in a timeframe otherwise approved by HHS in writing, initially report to HHS's Privacy
and Security Officers via email at: privacy(a�HHSC.state.tx..us and to the HHS division responsible .for this
DUA; and. IRS Publication 1075; Privaey7 Act of 1974, as amended by the Computer 11latching and
Privacy Protection Act of 1988, 5 US.0 § 552a; OW Memorandum 07-16 as cited in HHSC-CIMS
Contracts for information exchange
b. Report all information reasonably available to CONTRACTOR about the Event or Breach of
the privacy or security of Confidential Information. 45 CFR 164.410
C. Name, and provide contact info.rniation to H'H:S for, CONTRACTOR's single point of contact
who will. communicate with HHS both on and off business hours during the incident response period.
2. 48-Hour Formal Notice. No later than 48 consecutive clock hours after Discovery, or a
time within which Discovery reasonably should have been made by CONTRACTOR of an Event or
Breach of Confidential Information, provide formal notification to the State, including all reasonably
available information about the Event or Breach,and CONTRACTOR's investigation, including without
limitation and to the extent available: For(a)- (ne) below: 45 CFR 164.400-4.14
a. The date the Event or Breach occurred;
b. The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery
C. A brief description of the Event or Breach; including how it occurred and who is responsible
(or hypotheses,if not yet determined);
d. A brief description of CONTRACTOR's investigation and the status of the investigation;
e. A description of the types and amount of Confidential Information involved;
f. Identification of and number of all Individuals reasonably believed to be affected, including
first and last name of the individual and if applicable the, Legally authorized representative last known
address, age, telephone number, and email. address if it is a preferred contact method, to the extent known
or can.be reasonably determined by CONTRACTOR at that time;
g. CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether
individual or other notices are required by applicable law or. this DUA for HHS approval, including
an analysis of whether there is a low probability of compromise of the Confidential Information or
whether any legal exceptions to notification apply;
li.
CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or
CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential harm,
including without limitation CONTRACTOR's provision of notifications,credit protection,claims
monitoring, and any specific protections for a Legyally Authorized Representative to take on behalf of an
Individual-with special capacity or circumstances,
i. The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including
without limitation the provision of sufficient resources to mitigate);
j. The steps CONTRACTOR has taken, or will take, to prevent or reduce the likelihood of
recurrence of a similar Event or Breach,
k. Identify,describe or estimate of the Persons,Workforce, Subcontractor,or Individuals and any
law enforcement that may be involved in the Event or Breach;
1. A reasonable schedule for CONTRACTOR to provide regular updates to the foregoing in the
future for response to the Event or Breach, but no less than every three (3) business days or as
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otherwise directed by HHS, including information about risk estimations, reporting, notification, if any,
mitigation,corrective action,root cause analysis and when such activities are expected to be completed;and
M. Any reasonably available, pertinent information, documents or reports related to an Event or
Breach that HHS requests following Discovery.
Vection 4.02 Investigation,Response and Mitigation. For A-F below: 45 CTR 16.1.308, 310
and 312;.164.530
(A) CONTRACTOR will immediately conduct a full and complete investigation, respond to
the Event or Breach, commit necessary and appropriate staff and resources to expeditiously respond,
and report as required to and by HHS for incident response purposes gild for purposes of HHS's
compliance with report and notification requirements,to the satisfaction of HHS.
(B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS
following an. Event or Breach, and provide the final assessment, corrective actions and mitigations to
HHS for review and approval.
(C) CONTRACTOR will frilly cooperate with HHS to respond to inquiries and/or
proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach.
(D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive
relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any Confidential
Information,including complying with reasonable corrective action or measures,as specified by HHS in a
Corrective Action Plan if directed by HHS under the Base Contract.
Section ATO 4 Bleach A'otification to InvdZ1s• and Reportingto Authorities. Tex. Bars. &
Comm. Code§521.053;45 CFR.164.404(Individuals), 164.406(LTedia); 164.408(Authorities)
(A) HHS may direct CONTRACTOR to provide Breach notification to Individuals,
regulators or third-parties,as specified by HHS following a Breach.
(B) CONTRACTOR mist obtain HHS's prior written approval of the time, manner and
content of anv notification to Individuals, regulators or third-parties, or any notice required by other
state or federal authorities. 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 will provide HHS with copies of distributed and approved
communications.
(D) CONTRACTOR will have the burden of demonstrating to the satisfaction of:FIHS that
any notification required by HHS was timely made. If there are delays outside of CONTRACTOR's
control, CONTRACTOR will provide written documentation of the reasons far the delay.
(E) If 14HS delegates notice requirements to CONTRACTOR, HHS shall, in the time and
manner reasonably requested by CONTRACTOR, cooperate and. assist with CONTRACTOR's
information requests in order to make such notifications and reports.
ARTICLE 5. SCOPE Or" WORK
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1 II IS I.'m'Oract No, III:IS(1001-'..:Itr0001
Scope of Work means the services and deliverables to be performed or provided by CONTRACTOR,or on
behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base
Contract. The Scope of Work, including any future amendments thereto, is incorporated by reference in this
DLIA as if set out word-for-word herein.
ARTICLE 6. GENERAL PROVISIONS
Section 6.01 Oivnersliip of Confidential lnfoi niatioiI
CONTRACTOR acknowledges and agrees that the Confidential Information is and will remain the property of
HHS. CONTRACTOR agrees it acquires no title or rights to the Confidential Information.
Section 6.02 -IIIS 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.
Sectio, n 6.03 IHS Riglit 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 Mth this DUA. For purposes of this subsection,HHS's
agent(s)include,without limitation,the HHS Office ofthe Inspector General or the Office ofthe Attorney General
of Texas,outside consultants or legal counsel or other designee.
Section 6.04 Terni;Termination ofDU4;Survival
This DUA will be effective on. the date on which CONTRACTOR. executes the DUA, and will terminate
upon termination of the Base Contract and as set forth herein.If the Base Contract is extended or amended,this
DUA is updated automatically concurrent with such extension or amendment.
(A.) 1-IHS may immediately terminate this DUA and Base Contract upon a material violation
of this DUA.
(B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation
to return.or:Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the
Confidential Information until such time as determined.by HHS.
(D) 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 arid/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 irriniediately, and seek relief in a court of
competent jurisdiction in Travis County,Texas.
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Before exercising any of these options, HHS will provide written notice to CONTRACTOR
describing the violation and the action it intends to take.
(E) If neither termination.nor cure is feasible,HHS shall.report the violation to the Secretary.
(F) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or
termination of this DUA. until all the Confidential Information is Destroyed or returned to HHS, as
required by this DUA.
Sec boll 6.05 Governing Law, Venue and Litigation
(A) The validity,construction and performance of this DUA and the legal.relations among the
Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas.
(B) The Parties agree that the courts of Travis County, Texas,will be the exclusive venue for
any litigation., special proceeding or other proceeding as between the parties that may be brought,or arise
out of,or in connection with,or by reason of this DUA.
5eclion 6.06 Injunctive 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 further agrees that monetary damages may be inadequate to compensate
HHS for CONTRACTOR's or its Subcontractor's failure to comply. Accordingly, CONTRACTOR
agrees that HHS will, in addition to any other remedies available to it at law or in equity, be entitled to
seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages,
to enforce the terms of this DUA.
!Section 6.07 Indemnification
To the extent permitted by law, CONTRACTOR will indemnify, defend and hold harmless HHS and its
respective Executive Commissioner,employees,Subcontractors,agents(including other state agencies acting ori
behalf of HHS) or other members of its Workforce jeach of the foregoing hereina.lfer 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, Subcontractors, or agents or other
members of its Workforce. The duty to indemnify, defend and hold harmless is independent of the duty to
insure and continues to apply even in the event insurance coverage required, if any, in the DUA or Base
Contract is denied, or coverage rights are reserved by any insurance carrier. Upon demand, CONTRACTOR.
will reimburse HHS for any and all losses, liabilities, lost profits, fines, penalties, costs or expenses (including
reasonable attorneys' fees) which may for any reason be imposed upon any lndemnified Party by reason of
any suit, claim, action, proceeding or demand by any third party to the extent caused by and which results
from the CONTRACTOR's failure to meet any of its obligations under this DUA. To the extent permitted by
law, CONTRACTOR's obligation to defend., indenulify and hold. harmless any Indemnified Party will
survive the expiration or termination of this DUA.
lection 6.08 Insurance
(A) CONTRACTOR represents and warrants that it maintains either self-insurance or
commercial insurancewith policy Iimits sufficient to cover any liability arising from any acts or omissions
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by CONTRACTOR or its employees, directors, officers, Subcontractors, or agents or other members of its
Work-force under this DUA. CONTRACTOR warrants that H.HS will be a loss payee and beneficiary for any
such claims. .
(B) CONTRACTOR will provide HHS with written proof that required insurance coverage is
in effect,at the request of H.HS.
Section 6,09 Fees and Costs
Except as otherwise specified in this DU"A or the Base Contract, including but not limited to requirements
to insure and/or indemnify HHS, if any legal action or other proceeding is brought for the enforcement of
this DUA, or because of an alleged dispute, contract violation, Event. Breach, default,misrepresentation,or
injunctive action, in connection with any of the provisions of this DUA, each party will bear their own legal
expenses and the other cost incurred in that action or proceeding.
,Schon 6.10 Entirety of the Contract
This Data Use Agreement 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 6.11 _Automatic Amendment and Interpretation
Upon the effective date of any amendment or issuance of additional regulations to HIPAA, or any other law
applicable to Confidential Information, this DUA will automatically be amended so that the obligations
imposed on 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
HIPAA or any other law applicable to Confidential Information.
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ATTACHMENT 1.. SUBCONTRACTOR AGREE JN,t.EYr FORNI
Ii IIS CONTRACT NUMBER HHS000122100001
T'he DUA between I-IMS and CONTRACTOR establishes the permitted and rewired uses and disclosures
of Confidential Information by CONTRACTOR.
CONTRACTOR has subcontracted with
(SUBCONTRACTOR)for performance of duties on behalf of CONTACTOR which are subject to the
DUA. SUBCONTRACTOR acknowledges, understands and agrees to be bound by the identical terms
and conditions applicable to CON`I'R.ACTOR under the DUA.incorporated by reference in.this
Agreement,with respect to HHS Confidential Information.CONTRACTOR and SUBCONTRACTOR
agree that MHS 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 Ofthe subcontract
by virtue of this Subcontractor Agreement Form.
CONTRACTOR and SUBCONTRACTOR assure HHS that any Breach or Event as defined by the DUA
that St.JBCON 1'RAC'IKC:}R Discovers will be reported to F.IFIS by CON'FRACI,()R in the time,manner gild
content required by the DUA.
If CONI'RAC"I'OR knows or should have known in the exercise of reasonable diligence of a pattern of
activity or practice by SUBCONTRACTOR that constitutes a material breach or violation of the DUA or
the SUBCONTRACTOR's obligations CONTRACTOR will:I. Tale reasonable steps to cure the violation or end the violation,as applicable;
2. If the steps are unsuccessful,terminate the contract or arrangement with SUBCONTRACTOR,if feasible;
3. Notify HHS immediately upon reasonably discovery of the pattern of activity or practice of
SUBCONTRACTOR that constitutes a material breach or violation of the D[JA and keep HFIS
reasonably and regularly informed about steps CONTRACTOR is taking to cure or end the violation.or
terminate SUBCONTACTOR's contract or arrangement.
'chis Subcontractor Agreement Form is executed by the parties in their capacities indicated below.
CONTRACTOR SUBCONTRACTOR
BY: BY:
MNIF.: NAME:
I'VITY: Tt"FLE:
DATF. ,201DATE ,201
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ATTACHMENT G
GENERAL AFFIRMATIONS
By entering into this Contract, Contractor affirms, Without exception, as follows:
1. Contractor represents and warrants that these General Affinnations 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 tinder, who have a financial interest in, or otherwise are interested in
this Contract.
2. Contractor represents and warrants that all statements and information provided to the
Svstem Agency are current, complete, and accurate. This includes all statements and
information relating in any manner to this Contract and any solicitation resulting in this
Contract.
3. Contractor has not given, has not offered to give, and does not intend to give at any time
hereafter any economic opportunity, future employment, gift, loan, gratuity, special
discount, trip, favor, or service to a public servant in connection with this Contract.
4. Under Section 21.55.004, Texas Government Code (relating to financial. participation in
preparing solicitations), Contractor certifies that it is not ineligible to receive this Contract
and acknowledges that this Contract may be terminated and payment withheld if this
certification is inaccurate.
5. Under Section 2155.006, Texas Government Code (relating to convictions and penalties
regarding Hurricane Rita, Hurricane Katrina, and other disasters), Contractor certifies that
it is not ineligible to receive this Contract and acknowledges that this Contract may be
terminated and payment withheld if this certification is inaccurate.
6. Under Section 2261.053, Texas Government Code (relating to convictions and penalties
regarding Hurricane Rita, Ffurricane Katrina, and other disasters), Contractor certifies that
it is not ineligible to receive this Contract and acknowledges that this Contract may be
terminated and payment withheld if this certification is inaccurate.
7. [.Under Section 231.006, Texas Family Code (relating to delinquent child support),
Contractor certifies that it is not ineligible to receive the specified grant, loan, or payment
and acknowledges that this Contract may be terminated and payment nlay be withheld if
this certification is inaccurate.
8. Contractor certifies that: (a) the entity executing this Contract; (b) its principals; (c) its
Subcontractors; and (d) any personnel designated to perform services related to this
Contract are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation in this transaction by any federal
Department or Agency.This certification is made pursuant to the regulations implementing
Executive (:order 12549 and Executive Carder 12689, Debarment and Suspension, 2 C.F.R.
Part 376, and any relevant regulations promulgated by the Department or Agency funding
this project. This provision shall be included in its entirety in Contractor's Subcontracts if
payment In Whole or in part is from federal funds.
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9. Contractor certifies that it, its principals, its Subcontractors, and any personnel designated
to perform services related to this Contract are eligible to participate in this transaction and
have not been subjected to suspension., debarment, or similar ineligibility determined by
any federal, state, or local governmental entity.
10. Contractor certifies it is in compliance with all State of Texas statutes and rules relating to
procurement; and that (a) the entity executing this Contract; (b) its principals; (c) its
Subcontractors; and (d) any personnel designated to perform services related to this
Contract are not listed on the federal government's terrorism watch list described in
Executive Order 13224. Entities ineligible for federal procurement are listed at
httlis;//Nvww.sain.t4ov/12oi-tal/eut)lic/SAM/. which Contractor may review in malting; this
certification. Contractor acknowledges that this Contract may be terminated and payment
withheld if this certification is inaccurate. This provision shall be included in its entirety-in
Contractor's Subcontracts if'payment in whole or in part is from federal funds.
11. In accordance with Texas Government Code Section 669.003 (relating to contracting with
the executive head of a state agency), Contractor certifies that it (l) is not the executive
head of the System Agency; (2)was not at any time during the past four years the executive
head of the System Agency; and (3)does not employ a current or former executive head of
the System Agency.
12. Contractor represents and warrants that it is not currently delinquent in the payment of any
franchise taxes owed the State of Texas under Chapter 171 of the Texas Tax Code.
13. Contractor represents and warrants that payments to Contractor and Contractor's receipt of
appropriated or other funds under this Contract 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).
14. Contractor represents and warrants that it will comply with Texas Government Code
Section 2155.4441, relating to the purchase of products produced in the State of Texas
under service contracts.
15. Pursuant to Section 2252.901, Texas Government Code (relating to prohibitions regarding
contracts with and. involving former and retired state agency employees), Contractor will
not allow any former employee of the System Agency to perform services under this
Contract during the tw=elve (12) month period immediately following the employee's last
date of employment at the System Agency.
16. Contractor acknowledges that, pursuant to Section 572.069 of the 'Texas Government
Code, a former state officer or employee ofthe System Agency who during the period of.
state service or employment participated on behalf of the System Agency in a procurement
or contract negotiation involvinContractor may not accept employment from Contractor
before the second anniversary of the date the officer's or employee's service or employment
with the System Agency ceased.
17. Contractor understands that the System Agency does not tolerate any type of fraud. The
System Agency's policy is to promote consistent, legal,and ethical org
by assigni . anizational behavior
ng responsibilities andproviding guidelines to enforce controls. Violations of
law, agency policies, or standards of ethical conduct will be investigated, and appropriate
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actions will be taken. All employees or contractors who suspect fraud, waste or abuse
(including employee misconduct that would constitute fraud,waste, or abuse)are required
to immediately report the questionable activity to both the Health and Human Services
Commission's Office of the inspector General at 1.-800-436-6184 and the State Auditor's
Office.Contractor agrees to comply with all applicable laws,rules,regulations,and System
Agency policies regarding fraud including, but not limited to, HHS Circular C-027.
18. Contractor represents and warrants that it has not violated state or federal antitrust laws
and.has not communicated its bid.for this Contract directly or indirectly to any competitor
or any other person engaged in such line of business. Contractor hereby assigns to System
Agency any claims for overcharges associated with this Contract under 15 U.S.C. § 1, et
seq., and Texas Business and Commerce Code § 15.0 1, et seq.
19. Contractor represents and warrants that it is not aware of and has received no notice of any
court or governmental agency proceeding, investigation, or other action pending or
threatened against Contractor or any of the individuals or entities included numbered
paragraph 1 of these General Affirmations within.the five (5) calendar years immediately
preceding the execution of this Contract 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 the System Agency's consideration of entering into this
Contract. If Contractor is unable to make the preceding representation and warranty, then
Contractor instead represents and warrants that it has provided to the System Agency a
complete, detailed disclosure of any such. court or governmental. agency proceeding,
investigation, or other action that would or could impair Contractor's performance under
this Contract, relate to the contracted or similar goods or services, or otherwise be relevant
to the System Agency's consideration of entering into this Contract. in addition,Contractor
represents and warrants that it shall notify the 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 the System Agency shall constitute breach of
contract and may result in immediate termination of this Contract.
20. Pursuant to Texas Government Code §2270.002, Contractor affirms that it: (a) does not
boycott Israel; and (b)will not boycott Israel during the term of this Contract.
21. Contractor affirms that it is not engaged in business with Iran, Sudan, or any :Foreign
terrorist organization.
22. Contractor understands. acknowledges, and agrees that anti• false representation or any
failure to comply with a representation, warranty, or certification made by Contractor is
subject to all civil and criminal consequences provided at law or in equity including, but
not limited to, immediate termination of this Contract.
23. Contractor represents and warrants that it will comply with all applicable laws and maintain
all permits and licenses required by applicable city, COUiltV, state, and federal rules.
regulations, statues, codes, and other laws that pertain to this Contract.
24. Contractor represents and warrants that the individual signing this Contract .is authorized
to sign on.behalf of Contractor and to bind Contractor.
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ATTACHMENT H.
NON-EXCLUSIVE. LIST OF APPLICABLE LAWS
Contractor is responsible for reviewing and complying with any applicable statutes, rules,regulations,
executive orders
and policies. To the extent applicable to Grantee.Grantee shall comply with the following:
a. Statutes,rules,regulations, and HHSC policy(anal any of their subsequent amendments)that
collectively prohibit discrimination,exclusion from or limitation.of participation in programs,
benefits or activities or denial of any aid,care, service or other benefit on the basis of race,color,
national.origin, limited English proficiency, sex,sexual orientation.(where applicable),
disabilities, age, substance abuse,political belief or religion:
1. Title VI of the Civil Rights Act of 1964,42 USC §§ 2000d et seq.;
2. Title IX of the Education Amendments of 1.972,20 USC §§ 1681-1.683,and 1685-
1686:
3. Section 504 of the Rehabilitation Act of 1973, 29 tJSC § 794(a);
4. Americans with Disabilities Act of 1990,42 USC §§ 12101 et seq.;
5. Age Discrimination Act of 1975,42 USC §§ 6101-6107;
6. Comprehensive Alcohol Abuse and Alcoholism Prevention,'Treatment and
Rehabilitation Act of 1970,42 USC § 290dd.(b)(1); 7)45 CFR Parts 80, 84, 86 and 91;
7. U.S. Department of Labor,Equal Employment Opportunity E.O. 11246;
8. Tex. Labor Code Chapter 21;
9. Food Stamp Act of 1977(7 USC §§ 2011 et seq.);
10. Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding;equal treatment
and opportunity for religious organizations;
11. Drug Abuse Office and Treatment Act of 1972,21 LTSC §§ 1101 et seq., relating to
drug abuse;
12. Public Health Service Act of 1912, §§ .523 and 527,42 USC § 290dd-2, and 42 CFR
pt. 2,relating to confidentiality of alcohol and drug abuse patient records;
13. Title VIII of the Civil Rights Act of 1968,42 USC §§ 3601 et seq.,relating to
nondiscrimination in housing; and
14.Non-discrimination Policy for HHSC Programs;
b. Immigration Reform and Control Act of 1986, 8 USC § 1.324a, and Immigration Act of 1990, 8
USC 11.01. et seq.,as amended by Public Law].13-4(March 7,2013),regarding employment
verification, and Illegal Immigration Reform and Immigrant Responsibility Act of 1996;
c. Pro-Children Act of 1.994,20 USC §§ 6081-6084,and the Pro-Children Act of 2001, 20 USC §
7183,regarding the non-use of all tobacco products;
d. National Research Service Award Act of 1971, 42 LJSC §§ 289a-I et seq., and 6601. (P.L. 93-
348 and P.L. 1.03-43),regarding human subjects involved in research;
e. Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-26, which limits the political
activity of employees whose employment is funded with federal funds;
f. Fair Labor Standards Act, 29 USC §§ 201 et seq.,and the Intergovernmental.Personnel Act of
1970,42 USC §§ 4701 et seq., as applicable, concerning minimum wage and maximum hours;
g. -Texas Government Code Chapter 469 pertaining to eliminating architectural barriers for
persons with disabilities;
h. Texas Workers' Compensation Act,Texas Labor Code Chapters 401-406,and 28 Texas
Administrative Code(TAC)pt.2, regarding compensation for employees' injuries;
i. The Clinical Laboratory Improvement Amendments of 1988,42 USC § 263a,regarding the
regulation and certification of clinical laboratories;
j.The Occupational Safety and Health Administration Regulations on Blood. Borne Pathogens,29
CFR§ 1910.1030, or Title 25 Tex. Admin Code Chapter 96 regarding safety standards for
handling blood borne pathogens;
DocuSign Envelope ID:44FAB3D8-42F1-44CQ-B71A-79D59E8245CD
k. Laboratory Animal Welfare Act of 1966, 7 USC §§ 213.1 et seq.,pertaining to the treatment of
laboratory animals;
1. Environmental standards pursuant to the following:
I. Institution of environmental quality control measures under the National
Environmental Policy Act of 1969,42 USC §§ 4321-4347 and Executive Order 11514
(35 Fed. Reg.4247),``Protection and Enhancement of Environmental Quality;"
2. Notification of violating facilities pursuant to Executive Order 11738(40 C.FR Part
32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution
Control Act with respect to Federal Contracts,Grants,or Loans;''
3. Protection of wetlands pursuant to Executive Order 11990,42 Fed. Reg.26961;
4. Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,
42 Fed. Reg. 26951 and, if applicable,flood insurance purchase requirements of Section
102(a)of the Flood Disaster Protection Act of 1973 (P.L. 93-234);
5. Assurance of project consistency with the approved State Management program
developed under the Coastal Zone Management.Act of 1972, '16 USC §§ 1451 et seq.;
6. Federal Water Pollution Control Act, 33 USC §§ 1251 et seq.;
7. Protection of underground sources of drinking water under the Safe Drinking Water
Act of 1974,42 USC §§ 300f-300j;
8. Protection of endangered species under the Endangered Species Act of 1973, 16 USC
§§ 1531 et seq.;
9. Conformity of federal actions to state clean air implementation plans under the Clean
Air Act of 1.955, 42 USC §§ 7401 et seq.;
10. Wild and Scenic Rivers Act of 1968, 16 USC §§ .1271 et seq.,related to protecting
certain river systems; and
m. Lead-Based Paint Poisoning Prevention Act, 42 USC §§4821 et seq.,prohibiting the use of
lead-based paint in residential construction or rehabilitation;
n. Intergovernmental Personnel Act of 1970,42 USC §§ 4278-4763, regarding personnel merit
systems for programs specified in Appendix A of the federal Office of Program Management's
Standards fora Merit System of Personnel Administration, 5 CFR Part.1200 et seq;
o. Titles 11 and III of the Uniform Relocation Assistance and Real Property Acquisition Policies
.Act of 42 tJSC §§4601 et seq(PL 91.-646),relating to fair treatment of persons displaced or
whose property is acquired as a.result ofFederal or federally-assisted programs;
p. Davis-Bacon Act, 40 USC §§ 3141-3148;
q. Copeland Act,40 USC §§ 276c and 1.8 tJSC § 874.
r. Contract Work Hours and Safety Standards Act,40 USC § 3702 et seq.,regarding labor
standards for federally-assisted.construction subagreements;
s.National Historic Preservation Act of 1966, § 106, 1.6 USC § 470; Executive Order 11593: and
the Archaeological and Historic Preservation Act of 1974(1.6 USC §§ 469a-1 et seq.)regarding
historic property to the extent necessary to assist HHSC in complying with the Acts;
t. Trafficking Victims Protection Act of 2000, Section 106(g)(22 USC § 7104);
u. Executive Order 13513 (Oct. 1, 2009), Federal Leadership on Reducing Text Messaging While
Driving, October 1,2009, if required by a federal funding source of this Contract;
v. Whistleblower Protection Enhancement Act(5 U.S.C. 2302(b)(8))and Texas Whistleblower
Act(Tex. Gov. Code Chapter 554); and
w. Requirements of any other applicable state and federal statutes,executive orders,regulations,
rules and policies.
DocuSign Envelope ID:44FAB3D842F1-44CO-B71A-79D59E8245CD
Fiscal Federal Funding Accountability and Transparency Act
(FFATA) CERTIFICATION
The certifications enumerated below represent material facts upon which DSHS relies when reporting
information to the federal government required under federal law. If the Department later determines
that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available
remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate
written notice to DSHS if at any time Signor learns that any of the certifications provided for below were
erroneous when submitted or have since become erroneous by reason of changed circumstances. !f the
Signor cannot certify all of the statements contained in this section, Signor must provide written
notice to DSHS detailing which of the below statements it cannot certify and why.
Legal Name of Contractor: FFATA Contact#1 Name, Email and Phone Number:
Primary Address of Contractor: FFATA Contact#2 Name, Email and Phone Number:
ZIP Code:9-digits Required www.usps.com DUNS Number:9-digits Required www.sam.gov
State of Texas Comptroller Vendor Identification Number(VIN) 14 Digits
Printed Name of Authorized Representative Signature of Authorized Representative
Title of Authorized Representative Date
-1 -
Department of State Health Services Form 4734—June 2013
DocuSign Envelope ID:44FAB3D8-42F1-44C0-B71A-79D59E8245CD
Fiscal Federal Funding Accountability and Transparency Act
(FFATA) CERTIFICATION
As the duly authorized representative (Signor)of the Contractor, I hereby certify that
the statements made by me in this certification form are true, complete and correct to
the best of my knowledge.
Did your organization have a gross income, from all sources, of less than $300,000 in
your previous tax year?❑ Yes ❑ No
If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification.
If your answer is "No", answer questions "A" and "B".
A. Certification Regarding% of Annual Gross from Federal Awards.
Did your organization receive 80% or more of its annual gross revenue from federal
awards during the preceding fiscal year? ❑ Yes ❑ No
B. Certification Regarding Amount of Annual Gross from Federal Awards.
Did your organization receive $25 million or more in annual gross revenues from federal
awards in the preceding fiscal year? ❑ Yes ❑ No
If your answer is "Yes" to both question "A" and "B", you must answer question "C".
If your answer is "No" to either question "A" or "B", skip question "C" and finish the
certification.
C. Certification Regarding Public Access to Compensation Information.
Does the public have access to information about the compensation of the senior
executives in your business or organization (including parent organization, all branches,
and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the
Internal Revenue Code of 1986?❑ Yes [❑ No
If your answer is"Yes"to this question, where can this information be accessed?
If your answer is "No" to this question, you must provide the names and total
compensation of the top five highly compensated officers below.
Provide compensation information here:
-?-
Department of State Health Services Farm 4734—June 2013
DOCU5
Ai SECURED
Certificate Of Completion
Envelope Id:44FAB3D842Fl44COB7lA79D59E8245CD Status:Sent
Subject:New$1,575,000;HHS000122100001 City of Round Rock;HHSC/MSS/BHS
Source Envelope:
Document Pages:56 Signatures:0 Envelope Originator:
Certificate Pages:2 Initials:0 Texas Health and Human Services Commission
AutoNav:Enabled 1860 Michael Faraday Dr
Envelopeld Stamping:Enabled Reston,VA 20190
Time Zone:(UTC-06:00)Central Time(US&Canada) PCS_DocuSign@hhsc.state,tx.us
IP Address: 167.137.1.16
Record Tracking
Status:Original Holder:Texas Health and Human Services Location:DocuSign
March 22,2018 Commission
PCS_DocuSign@hhsc.state.tx.us
Signer Events Signature Timestamp
Greta Rymal Completed Sent:March 22,2018
Greta.Rymal@hhsc.state.tx.us Viewed:March 23,2018
Texas Health and Human Services Commission Signed:March 23,2018
Security Level:Email,Account Authentication Using IP Address: 167.137.1.17
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Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Robert Isbell Sent:March 22,2018
aluna@roundrocktexas.gov Resent:March 23,2018
Security Level:Email.Account Authentication Viewed:March 23.2018
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Electronic Record and Signature Disclosure:
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Andy Marker
Edward.Marker@hhsc.state.tx,us
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Karen Ray
Karen.Ray@hhsc.state.tx.us
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Charles Smith
Ctiarles.Smitl7@hhsc.state.tx.us
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Substance Abuse Contracts Sent:March 22,2018
substanceAbuse.Contracts@dshs.texas.gov COPIED
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Electronic Record and Signature Disclosure:
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William Potthoff °*�" Sent:March 22,2018
william.potthoff@hhsc.state.tx.us COPIED
E
DocuSign Administrator
Texas Health and Human Services Commission
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Electronic Record and Signature Disclosure:
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Jason Jahnke COPIED Sent:March 22,2018
Jason.Jahnke@hhsc.state.tx.us
Contract Specialist II
Texas Health and Human Services Commission
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Electronic Record and Signature Disclosure:
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Pam Wells
parn.wells@hhsc.state.tx.us
hhsc.state.tx.us
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