STATE OF TEXAS

COUNTY OF BEXAR

The University of Texas Health Science Center at San Antonio by and through the undersigned duly authorized official, hereinafter called "the University" and ______________________, hereinafter called "Contractor", hereby agree to this Contract (also referred to herein as the Agreement) as follows:

That the Contractor, for and in consideration of the covenants, conditions, contracts, and stipulations hereinafter expressed, does hereby agree to furnish to the University collection services as outlined in the provisions below entitled "General Provisions" and "Specifications for Collections", which are a part of this Contract (the “Work” or the “Services.”)

A. GENERAL PROVISIONS

1. Contractor agrees to indemnify, defend and hold harmless the State of Texas, The University of Texas System and their Regents, The University and their officers, agents and employees from any and all liability, loss, damage or expense, including reasonable attorney's fees incurred in investigating, defending, or settling any of the forgoing, they may incur which result from any claims against them, individually or severally, for any acts, omissions, negligence, or willful misconduct of the Contractor or its officers, agents or employees in the performance of this contract or Contractor’s violation of state and federal debt collection statutes.

2. The Contractor, its officers, agents or employees, in the performance of this Contract, shall act in an independent capacity and as independent contractors and not as officers, agents or employees of The University of Texas System, the State of Texas or The University.

3. The University may terminate this Contract and be relieved of the payment of any further obligation to Contractor should Contractor fail to perform its obligations under this Contract and comply with the representations, warranties, and covenants herein contained within the time or in the manner provided. In the event of such termination, the University may proceed with specific performance of the Services provided for herein in any manner deemed proper by the University.

4. Except as specifically provided in any HUB Subcontracting Plan (“HSP”) attached hereto, this Contract is not assignable by Contractor either in whole or in part without the prior written consent of the University.

5. No amendment, alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties hereto. This Contract contains the entire Contract of the parties and no oral understanding or agreement not incorporated herein shall be binding on either of the parties hereto.

6. The consideration to be paid Contractor, as provided herein, shall be in compensation for all Services performed and expenses incurred, including travel and per diem, unless otherwise expressly provided.

7. The laws of the State of Texas shall govern the interpretation and performance of this Contract. ANY ACTION BROUGHT TO ENFORCE ANY PROVISION OF THIS CONTRACT SHALL BE BROUGHT IN A COURT OF COMPETENT JURISDICTION OF THE STATE OF TEXAS IN TRAVIS COUNTY, TEXAS UNLESS ANY OTHER VENUE IS STATUTORILY MANDATED, IN WHICH CASE THE SPECIFIC VENUE STATUTE WILL APPLY, SUBJECT TO ANY ALTERNATIVE DISPUTE RESOLUTION PROCEDURES ADOPTED BY THE UNIVERSITY PURSUANT TO CHAPTER 2009, TEXAS GOVERNMENT CODE.

8. The term of this Contract shall begin on the Effective Date and will expire three (3) years after the signing of contract with the right and option resting in the University to extend and renew the term of the Contract, subject to the same terms and conditions, for an additional two (2) one (1) year renewals.

9. The dispute resolution process provided for in Chapter , Texas Government Code, and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, will be used by the University and Contractor to attempt to resolve any claim for breach of contract made by Contractor that cannot be resolved in the ordinary course of business. The Chief Business Officer of the University will examine Contractor’s claim and any counterclaim and negotiate with Contractor in an effort to resolve such claims. The parties hereto specifically agree that (i) neither the execution of this Contract by the University nor any other conduct, action or inaction of any representative of the University relating to this Contract constitutes or is intended to constitute a waiver of the University’s or the state's sovereign immunity to suit; and (ii) the University has not waived its right to seek redress in the courts.

10. By its signature below, Contractor certifies that it has the authority to do business in Texas and shall provide a Certificate evidencing same upon its execution of this Contract. Further, by its signature below, Contractor certifies that, to the best of its knowledge, it is not currently delinquent in the payment of any taxes due under Chapter 171 of the Texas Tax Code, it is exempt from the payment of those taxes, or it is an out-of-state taxable entity that is not subject to those taxes, whichever is applicable. Contractor further certifies that there are no outstanding warrant holds in place against Contractor at the office of the Texas Comptroller of Public Accounts. Pursuant to Sections 2107.008 and 2252.903, Texas Government Code, Contractor further agrees that any payments owing to Contractor under this Contract may be applied directly toward any debt or delinquency that Contractor owes the State of Texas or any agency of the State of Texas regardless of when it arises, until such debt or delinquency is paid in full.

13. Contractor covenants and agrees that as required by Section 2155.4441, Texas Government Code, in performing its duties and obligations under this Contract, the Contractor shall purchase products and materials produced in Texas when such products and materials are available at a price and delivery time comparable to products and materials produced outside of Texas.

14. As used in this Section A.14, the term “Information” means any data or information Contractor creates, obtains, accesses, receives, stores, or uses in performing this Contract; for example, social security numbers, credit card numbers, or data protected or made confidential or sensitive by any applicable federal or Texas law or regulation, including the Gramm-Leach-Bliley Act (“GLB”, Public Law No. 106-102), the Family Educational Rights and Privacy Act (“FERPA”, 20 United States Code (USC) §1232g) and the Health Insurance Portability and Accountability Act (“HIPAA”, Public Law No. 104-191).

If the activities of Contractor under this Contract require Contractor to create, obtain, access, receive, store, or use Information then Contractor represents, warrants and certifies it will: (1) hold all Information in the strictest confidence; (2) not release any Information unless Contractor obtains University’s prior written approval and performs such a release in full compliance with all applicable privacy laws, including GLB, FERPA and HIPAA; (3) not otherwise use or disclose Information except as (a) permitted or required by this Contract, (b) required by law, or (c) authorized by University in writing; (4) safeguard Information according to the security controls that are proportionate to the University’s risk under this Contract based on the sensitivity of the Information and that are no less rigorous than the standards by which Contractor protects its own confidential information, including all commercially reasonable administrative, physical and technical standards (e.g., such standards established by the National Institute of Standards and Technology, the Center for Internet Security, or the Gramm-Leach Bliley Act - see Standards for Safeguarding Customer Information, 16 C.F.R. Part 314, keeping in mind the objectives of Section 314.3(b)), and periodically provide to University evidence that Contractor meets the security controls required under this Contract; (5) continually monitor its operations and take any action necessary to assure the Information is safeguarded in accordance with the terms of this Contract and as required by applicable federal or Texas law or regulation; and (6) comply with the University’s rules, policies, and procedures regarding the Information, including the UT System Administration Policy 165. At University’s request, Contractor agrees to provide University with a written summary of the procedures Contractor uses to safeguard Information.

If an impermissible use or disclosure of any Information occurs, Contractor will provide (1) written notice to University within one (1) business day after Contractor’s discovery of such use or disclosure and (2) all information University requests concerning such impermissible use or disclosure. If University determines that Contractor has breached the terms of this Section A.14, then University may immediately terminate this Contract without notice or opportunity to cure. Within 30 days after the expiration or earlier termination of this Contract for any reason, Contractor shall either return or destroy, at University’s direction, all information provided by University to Contractor under this Contract, including all University information provided to Contractor’s employees, subcontractors, agents, or other affiliated persons or entities (“Contractor Affiliates.”). Contractor will notify University prior to destruction of any of the information. Contractor will require all Contractor Affiliates to agree in writing to comply with all of Contractor’s obligations and responsibilities under this Section A.14 as if such persons or entities were the Contractor, and Contractor will be responsible for ensuring such compliance by such Contractor Affiliates. Notwithstanding any other provision of this Agreement, any terms and conditions in, incorporated into, or referenced by this Agreement (including, but not limited to, any contract language in a cybersecurity insurance contract) that prohibit or restrict the University or the State of Texas from complying with Section 2063.302 (formerly Section 2054.603) of the Texas Government Code or that otherwise circumvent the requirements of that Section 2063.302 are void and unenforceable. (Ref. House Bill 5331, 89th Regular Session of the Texas Legislature.) Contractor’s obligations under this Section A.14 shall survive the expiration or earlier termination of this Contract for any reason.

Contractor acknowledges that it will be handling University’s covered accounts, as those accounts are defined under 16 C.F.R. 681.1. Contractor certifies that it has a compliant Identity Theft Prevention, Detection and Mitigation Program in place, as required under 16 C.F.R, 681.1, and will handle University’s covered accounts in accordance with this Program.

If Contractor will process credit/debit card payments in conjunction with performing Services required under this Contract, Contractor agrees to comply with all applicable Payment Card Industry Data Security Standards (PCI DSS), including Payment Application Data Security Standards (PA DSS), promulgated by the Payment Card Industry Security Standards Council (PCI SSC). Contractor will cause its agents and subcontractors to comply with these standards as well. Contractor will achieve and maintain compliance under the current versions of PCI DSS and PA DSS published on the PCI SSC website for service providers and payment applications. Contractor will provide to University (1) on or before the date this Contract is signed by University, and (2) within ten (10) days after each anniversary of the date this Contract is signed by University, a copy of Contractor’s annual attestation of compliance signed by a Qualified Security Assessor (QSA) as described on the PCI SSC website.

15.

University is a HIPAA Covered Entity and some of the information Contractor receives, maintains or creates for or on behalf of University may constitute Protected Health Information (PHI) that is subject to HIPAA. Before Contractor may receive, maintain or create any University Records subject to HIPAA, Contractor will execute the HIPAA Business Associate Agreement (BAA) in EXHIBIT B, HIPAA Business Associate Agreement. To the extent that the BAA conflicts with any term contained in this Agreement, the terms of the BAA will control.

16. This Contract is not effective for any amount over five (5) million dollars until approved by the Board of Regents of The University of Texas System.

17. Performance by University under the Contract may be dependent upon the appropriation and allotment of funds by the Texas State Legislature (the “Legislature”) and/or allocation of funds by the Board of Regents of The University of Texas System (the “Board”). If the Legislature fails to appropriate or allot the necessary funds, or the Board fails to allocate the necessary funds, then the University will issue written notice to Contractor and the University may terminate this Contract without further duty or obligation hereunder. Contractor acknowledges that appropriation, allotment, and allocation of funds are beyond the control of the University.

18. Contractor is aware of, is fully informed about, and in full compliance with its obligations under existing applicable law and regulations, including but not limited to Title VI of the Civil Rights Act of 1964, as amended (42 USC 2000(D)), Executive Order 11246, as amended (41 CFR 60-1 and 60-2), Vietnam Era Veterans Readjustment Act of 1974, as amended (41 CFR 60-250), Rehabilitation Act of 1973, as amended (41 CFR 60-741), Age Discrimination Act of 1975 (42 USC 6101 et seq.), Non-segregated Facilities (41 CFR 60-1), Omnibus Budget Reconciliation Provision, Section 952, Fair Labor Standards Act of 1938, Sections 6, 7, and 12, as amended, Immigration Reform and Control Act of 1986, and Utilization of Small Business Concerns and Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged Individuals (PL 96-507), the Americans with Disabilities Act of 1990 (42 USC 12101 et seq.), the Civil Rights Act of 1991 and all laws and regulations and executive orders as are applicable.

Contractor certifies that, except for restrooms and wash rooms and one (1) or more lactation rooms each of which is segregated on the basis of sex: (1) it does not maintain or provide for its employees any segregated facilities at any of its establishments and that it does not permit its employees to perform their services at any location under its control where segregated facilities are maintained; (2) it will not maintain or provide for its employees any segregated facilities at any of its establishments; and (3) it will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. Contractor agrees that a breach of this certification is a violation of the Equal Opportunity clause in the Contract. The term "segregated facilities" means any waiting rooms, work areas, rest rooms and wash rooms, entertainment areas, transportation, or housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, sex, or national origin, because of habit, local custom, or otherwise. Contractor further agrees that, except where it has contracts prior to the award with subcontractors exceeding $10,000.00 which are not exempt from the provisions of the Equal Opportunity clause, Contractor will retain such certifications for each one of its subcontractors in Contractor’s files, and that it will forward the following notice to all proposed subcontractors (except where the proposed subcontractors have submitted identical certifications for specific time periods):

NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENTS FOR CERTIFICATIONS OF NONSEGREGATED FACILITIES - A Certification on Nonsegregated Facilities must be submitted prior to the award of any subcontract exceeding $10,000.00 which is not exempt from the provisions of the Equal Opportunity clause. The certification may be submitted either for each subcontract or for all subcontracts during a period (i.e. quarterly, semiannually, or annually).

Contractor understands that the penalty for making false statements regarding the subject matters of this Section is prescribed in 18 U.S.C. 1001.

19. If a HSP is attached to this Contract, Contractor agrees to comply with and to use good faith efforts to subcontract the Services in accordance with the HSP. Contractor will maintain records documenting its compliance with the HSP and submit a progress assessment report (PAR) to University in the format required by the Texas Comptroller of Public Accounts or successor entity (collectively, Texas Comptroller). Submission of a PAR will be required as a condition for any payments by University under this Contract. If University’s HUB Office/Department determines that Contractor has failed to comply with the HSP, University will notify Contractor of the deficiencies and give Contractor an opportunity to submit documentation and explain why its failure to comply with the HSP should not be attributed to a lack of good faith effort by Contractor. Any deficiencies identified by the University must be rectified by the Contractor prior to the next reporting period. If University’s HUB Office/Department determines that Contractor failed to implement the HSP in good faith, University, in addition to any other remedies, may report nonperformance to the Texas Comptroller in accordance with Texas law, including 34 TAC §§20.285(h)(4), 20.585 and 20.586. University may also terminate this Contract for default and make a claim against Contractor.

Changes to the HSP. If at any time during the term of this Contract, Contractor desires to change the HSP or to perform or subcontract any part of this Contract in a manner that is not consistent with its existing HSP, then before doing so Contractor must submit an amended HSP to the University’s HUB Office/Department for its review and approval. Contractor will demonstrate good faith by complying with the requirements of 34 TAC §20.285(d) in the development of the amended HSP. If University’s HUB Office/Department approves the amended HSP, this Contract must be amended in accordance with Section A.5 to replace the existing HSP with the amended HSP. Failure by Contractor to comply with this paragraph may be deemed a breach by Contractor of this Contract subject to any remedies provided by Texas Government Code, Chapter 2161 and other applicable laws.

Expansion of the Services. If University expands the scope of Services through a change order or contract amendment, including a renewal that expands the scope of Services, University’s HUB Office/Department will determine if the expanded Services contains additional probable subcontracting opportunities. If University’s HUB Office/Department so determines additional probable subcontracting opportunities exist, Contractor will submit an amended HSP covering those opportunities to University’s HUB Office/Department for its review and approval. Contractor will demonstrate good faith by complying with the requirements of 34 TAC §20.285(d) in the development of the amended HSP. Such an amended HSP must be approved by the University’s HUB Office/Department and this Contract must be amended in accordance with Section A.5 to replace the existing HSP with the amended HSP before Contractor may perform the expanded scope of Services. If Contractor performs any such expanded scope of Services or subcontracts any of the additional probable subcontracting opportunities identified by University’s HUB Office/Department without prior authorization and without complying with 34 TAC §20.285, Contractor will be deemed to be in breach of this Contract and will be subject to any remedial actions provided by applicable laws, including Chapter 2161, Texas Government Code, and 34 TAC §20.285. In addition, University may report Contractor’s noncompliance with this Contract to the Texas Comptroller in accordance with 34 TAC §§20.285(h)(4), 20.585 and 20.586.

20. Contractor confirms that neither Contractor nor its Principals are suspended, debarred, proposed for debarment, declared ineligible, or voluntarily excluded from the award of contracts from United States (“U.S.”) federal government procurement or nonprocurement programs, or are listed in the List of Parties Excluded from Federal Procurement or Nonprocurement Programs issued by the U.S. General Services Administration. “Principals” means officers, directors, owners, partners, and persons having primary management or supervisory responsibilities within a business entity (e.g. general manager, plant manager, head of a subsidiary, division or business segment, and similar positions). Contractor shall provide immediate written notification to the University if, at any time prior to award, Contractor learns that this certification was erroneous when submitted or has become erroneous by reason of changed circumstances. This certification is a material representation of fact upon which reliance will be placed when the University executes the Contract. If it is later determined that Contractor knowingly rendered an erroneous certification, in addition to the other remedies available to the University, the University may terminate the Contract for default by Contractor.

21. Contractor acknowledges that the University may be prohibited by federal regulations from allowing any employee, representative, subcontractor, or agent of Contractor to work on site at the University’s premises or facilities if that individual is not eligible to work on federal healthcare programs such as Medicare, Medicaid, or other similar federal programs. Therefore, Contractor shall not assign any employee, representative, subcontractor or agent that appears on the List of Excluded Individuals issued by the United States Office of the Inspector General ("OIG") to work on site at the University’s premises or facilities. Contractor shall perform an OIG sanctions check quarterly on each of its employees, representatives, subcontractors and agents during the time such employees, representatives, subcontractors and agents are assigned to work on site at the University’s premises or facilities. Contractor acknowledges that the University will require immediate removal of any employee, representative, subcontractor or agent of Contractor assigned to work at their premises or facilities if such employee, representative, subcontractor, or agent is found to be on the OIG's List of Excluded Individuals. The OIG's List of Excluded Individuals may be accessed through the following Internet website: https://exclusions.oig.hhs.gov.

22. Contractor agrees that a written copy of Contractor’s Civil Rights "Affirmative Action Compliance Program" will be provided simultaneously with the Contract and incorporated for all purposes, or if Contractor is not required to have such a written program, the reason Contractor is not subject to such requirement will be provided in writing.

23. Contractor represents and warrants that all articles and services furnished under the Contract meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (Public Law 91-598) and its regulations in effect or proposed as of the date of the Contract.

24. If the Contract requires Contractor’s presence on the University’s premises or in the University’s facilities, Contractor agrees to cause its representatives, agents, employees and permitted subcontractors (if any) to become aware of, fully informed about, and in full compliance with all applicable University rules and policies, including, without limitation, those relative to personal health, security, environmental quality, safety, fire prevention, noise, smoking, and access restrictions.

25. Except as otherwise provided in this paragraph, all notices, consents, approvals, demands, requests or other communications provided for or permitted to be given under any of the provisions of this Contract shall be in writing and shall be deemed to have been duly given or served when delivered by hand delivery or when deposited in the U.S. mail by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

or such other person or address as may be given in writing by either party to the other in accordance with the aforesaid.

26.

Contractor represents and warrants (EIR Accessibility Warranty) the electronic and information resources and all associated information, documentation, and support Contractor provides to University under this Agreement (EIRs) comply with the accessibility requirements in federal and Texas law and regulation applicable to University and/or Contractor, including (1) 28 C.F.R. Part 35, Subpart H and (2) 1 TAC Chapter 213 and 1 TAC §206.70 (ref. Subchapter M, Chapter 2054, Texas Government Code) the Level A and Level AA success criteria and conformance requirements specified in Web Content Accessibility Guidelines (WCAG) 2.1, 1 TAC §206.70, and 1 TAC §213.30. To the extent Contractor becomes aware the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, then Contractor represents and warrants it will, at no cost to University, either (1) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty or (2) replace the EIRs with new EIRs that satisfy the EIR Accessibility Warranty. If Contractor fails or is unable to do so, University may terminate this Agreement and, within thirty (30) days after termination, Contractor will refund to University all amounts University paid under this Agreement. Contractor will provide all assistance and cooperation necessary for performance and documentation of accessibility testing, planning, and execution criteria conducted by University or University’s third party testing resources, as required by 1 TAC §213.38(g).

27. University strictly adheres to all statutes, court decisions and the opinions of the Texas Attorney General with respect to disclosure of public information under the Texas Public Information Act (“TPIA”), Chapter 552, Texas Government Code In accordance with Section 552.002 of the TPIA and Section2252.907, Texas Government Code, and at no additional charge to University, Contractor will make any information created or exchanged with University pursuant to this Contract (and not otherwise exempt from disclosure under TPIA) available in a format reasonably requested by University that is accessible by the public. Pursuant toSection 552.372 of the Texas Government Code, Contractor must:

(1) preserve all contracting information (ref. Section 552.003(1-a), Texas Government Code) related to this Contract as provided by the records retention requirements applicable to University for the duration of this Contract;

(2) promptly provide to the University any contracting information related to this Contract that is in the custody or possession of Contractor on request of the University; and

(3) on completion of this Contract, either:

(A) provide at no cost to the University all contracting information related to this Contract that is in the custody or possession of Contractor, or

(B) preserve the contracting information related to this Contract as provided by the records retention requirements applicable to the University.

The requirements of Subchapter J, Chapter 552, Government Code (“Subchapter J”) may apply to this Agreement and Contractor agrees that the Agreement can be terminated if Contractor knowingly or intentionally fails to comply with a requirement of Subchapter J.

University may not accept a bid for a contract described by Section 552.371, Texas Government Code or award the contract to an entity that the University has determined has knowingly or intentionally failed to comply with Subchapter J in a previous bid or contract described by Section 552.371 unless the University determines and documents that the entity has taken adequate steps to ensure future compliance with the requirements of Subchapter J.

If Contractor fails to comply with the requirements of Subchapter J applicable to Contractor, then University shall provide written notice to Contractor stating the requirement(s) of Subchapter J that Contractor has violated.

Such notice will also advise Contractor that University may terminate this Contract without further obligation to Contractor if (a) Contractor does not cure the violation on or before the 10th business day after the date the University provides the notice, (b) the University determines that Contractor has intentionally or knowingly failed to comply with a requirement of that Subchapter J, and (c) the University determines that Contractor has not taken adequate steps to ensure future compliance with the requirements of Subchapter J. For purposes of the above, Contractor has taken adequate steps to ensure future compliance with Subchapter J if: (1) Contractor produces contracting information requested by the University that is in the custody or possession of Contractor not later than the 10th business day after the date the University makes the request and (2) Contractor establishes a records management program to enable Contractor to comply with Subchapter J.

28. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy, University’s Standards of Conduct Guide and applicable state ethics laws and rules at https://www.utsystem.edu/offices/systemwide-compliance/ethics. Neither Contractor nor its employees, agents, representatives or subcontractors will assist or cause University employees to violate University’s Conflicts of Interest Policy, University’s Standards of Conduct Guide, or applicable state ethics laws or rules. Contractor represents and warrants that no member of the Board of Regents of The University of Texas System has a direct or indirect financial interest in the transaction that is the subject of this Contract. To the extent applicable to it, Contractor agrees to comply with §2252.908, Texas Government Code (Disclosure of Interested Parties Statute), and 1 TAC §§46.1 through 46.5 (Disclosure of Interested Parties Regulations), as implemented by the Texas Ethics Commission (TEC) and, including, among other things, providing the TEC and University with information required on the form promulgated by TEC. Contractor may learn more about these disclosure requirements, including the use of TEC’s electronic filing system, by reviewing the information on TEC’s website at:

https://www.ethics.state.tx.us/resources/FAQs/FAQ_Form1295.php.

29. Pursuant to Chapter 2271, Texas Government Code, Contractor certifies that Contractor does not currently boycott Israel and will not boycott Israel during the term of this Contract. Contractor acknowledges this Contract may be terminated and payment withheld if this certification is inaccurate.

30. Pursuant to Subchapter F, Chapter 2252, Texas Government Code, Contractor certifies Contractor is not engaged in business with Iran, Sudan, or a foreign terrorist organization. Contractor acknowledges this Contract may be terminated and payment withheld if this certification is inaccurate.

31. If this Contract is translated into other foreign languages and executed by the parties, the English language version will be the original and controlling contract, and any other language versions will be considered translations for informational purposes only. If the terms and conditions of the original English language Contract conflict with those in any foreign language translation of this Contract, the terms and conditions of the original English language Contract will prevail.

32. If Contractor and/or its subcontractors, officers, or employees will have an account on a state computer system (for example, an account to an application, database, or network), then pursuant to Section 2063.104, Texas Government Code, Contractor and its subcontractors, officers, and employees must complete a cybersecurity training program certified under Section 2063.102, Texas Government Code and selected by the University. The cybersecurity training program must be completed by Contractor and its subcontractors, officers, and employees during the term and any renewal period of this Agreement. Contractor shall verify completion of the program to the University.

33. Contractor Verification Regarding Discrimination Against Firearm Entities or Trade Associations. Pursuant to Chapter 2274, Texas Government Code, Contractor verifies (1) it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and (2) it will not discriminate during the term of this Agreement against a firearm entity or firearm trade association. Contractor acknowledges this Agreement may be terminated and payment withheld if this verification is inaccurate.

34. Contractor Verification Regarding Boycotting Energy Companies. Pursuant to Chapter 2276, Texas Government Code, Contractor verifies (1) it does not boycott energy companies and (2) it will not boycott energy companies during the term of this Agreement. Contractor acknowledges this Agreement may be terminated and payment withheld if this verification is inaccurate.

35. Contractor Certification Regarding COVID-19 Vaccination. Pursuant to Section 161.0085, Texas Health and Safety Code (enacted by SB 968, 87th Texas Legislature, Regular Session (2021)), Contractor certifies that it does not require a customer to provide any documentation certifying the customer's COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from Contractor’s business. Contractor acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate.

36. Critical Infrastructure. Pursuant to Chapter 2275, Texas Government Code, Contractor certifies (A) it is neither owned by nor is the majority of stock or other ownership interest of the Contractor held or controlled by (i) individuals who are citizens of China, Iran, North Korea, Russia, or a country designated by the Governor of Texas as a threat to critical infrastructure under Section 2275.0103 of the Texas Government Code (a “designated country”) or (ii) a company or other entity, including a governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country; and (B) it is not headquartered in China, Iran, North Korea, Russia, or a designated country. Contractor understands that the prohibitions set forth in the preceding sentence apply regardless of whether (1) Contractor’s or its parent company's securities are publicly traded or (2) Contractor or its parent company is listed on a public stock exchange as either (a) a Chinese, Iranian, North Korean, or Russian company or (b) a company of a designated country. Contractor acknowledges that this Agreement may be terminated and payment withheld if this certification is inaccurate.

Pursuant to Executive Order GA-48 of the Governor of Texas effective November 19, 2024, as Contractor will research, work on, or have access to critical infrastructure as defined in Section 117.001(2), Texas Business and Commerce Code, Contractor represents and warrants that it and its Personnel will maintain the security or integrity of that infrastructure. Contractor and its Personnel must be routinely reviewed to determine whether or not their backgrounds, criminal history, or continuous connections to the government or political apparatus of a foreign adversary might prevent Contractor or its Personnel from being able to maintain the security or integrity of the infrastructure. Contractor will be responsible for performing such reviews and will provide University with a written report detailing the results of each review. Contractor must cooperate with the University and the State of Texas in any investigation into whether it and its Personnel are able to maintain the security or integrity of such critical infrastructure, including providing all information and documentation requested by the University or the State of Texas. Before commencing the performance of research or work on or any access to such critical infrastructure, Contractor will provide University with a list of all Personnel who may be assigned to perform that research or work or provided such access. Contractor will update that list each time there is a change in such Personnel. Personnel means any and all persons associated with Contractor who provide any work or work product pursuant to this Agreement, including officers, managers, supervisors, full-time employees, part-time employees, and independent contractors. Contractor acknowledges University may immediately terminate and withhold payment under this Agreement if Contractor does not comply with this Section, including but not limited to University’s determination, in its sole discretion, that Contractor or any of its Personnel has (1) failed to maintain the security or integrity of critical infrastructure, (2) failed to perform or cooperate in the performance of required reviews or investigations, or (3) provided materially inaccurate or incomplete reports, information, or documentation as required by this Section.

37. Contractor Compliance and Warranty Relating to Cloud Computing Services. Pursuant to Section 2063.408 of the Texas Government Code, the Texas Cyber Command has established and implemented a state risk and authorization management program providing a standardized approach for security assessment, authorization, and continuous monitoring of cloud computing services (CCSs) that store, process, or transmit the data of Texas state agencies (TX-RAMP).

Contractor represents and warrants that throughout the term of this Agreement it will comply with the requirements of TX-RAMP and that all CCSs subject to TX-RAMP will comply with the requirements of and be certified under TX-RAMP. The CCSs subject to TX-RAMP include those provided by Contractor either through this Agreement or in furtherance of this Agreement, including CCSs provided through Contractor’s subcontractors or third-party providers. A CCS used in furtherance of this Agreement includes a CCS that Contractor or its subcontractors or third-party providers use to store, process, or transmit University data, even if the University itself does not access or use that CCS. Contractor’s subcontractors or third-party providers responsible solely for servicing or supporting a CCS provided by Contractor or another Contractor subcontractor or third-party provider shall not be required to provide evidence of TX-RAMP certification; instead, Contractor will be responsible for providing such evidence.

Contractor understands and agrees that the University may not enter into or renew a contract with Contractor to purchase CCSs that are subject to TX-RAMP unless Contractor demonstrates compliance with TX-RAMP requirements. Contractor acknowledges this Agreement may be terminated and payment withheld if Contractor does not comply with TX-RAMP or this Section.

38. Data Security Controls. Pursuant to Section 2054.138 of the Texas Government Code effective June 14, 2021 (as enacted by SB 475, 87th Reg. Session of the Texas Legislature), as Contractor will be authorized to access, transmit, use, or store data for the University, Contractor is required to meet the security controls the University determines are proportionate with the University's risk under this Agreement based on the sensitivity of the University's data. Contractor must periodically provide to the University evidence that Contractor meets the security controls required under this Agreement.

39. Responsibility for Individuals Performing Work; Criminal Background Checks. Each individual who is assigned to perform Work under this Agreement will be an employee of Contractor or an employee of a subcontractor engaged by Contractor. Contractor is responsible for the performance of all individuals performing Work under this Agreement. Prior to commencing Work, Contractor will (1) provide University with a list (List) of all individuals who may be assigned to perform Work, and (2) have an appropriate criminal background screening performed on all the individuals. Contractor will determine on a case-by-case basis whether each individual assigned to perform Work is qualified to provide the services. Contractor will not knowingly assign any individual to provide services on University’s campus who has a history of criminal conduct unacceptable for a university campus or healthcare center, including violent or sexual offenses. Contractor will update the List each time there is a change in the individuals assigned to perform Work.

Prior to commencing performance of Work under this Agreement, Contractor will provide University a letter signed by an authorized representative of Contractor certifying compliance with this Section. Contractor will provide University an updated certification letter each time there is a change in the individuals assigned to perform Work.

40. Certification Required by Texas Governor Executive Order GA-48. Pursuant to Executive Order GA-48 of the Governor of Texas effective November 19, 2024, Contractor certifies that it and, if applicable, any of its holding companies or subsidiaries, is not:

41. Force Majeure.

Neither party hereto will be liable or responsible to the other for any loss or damage or for any delays or failure to perform due to causes beyond its reasonable control including acts of God, strikes, epidemics, war, riots, flood, fire, sabotage, or any other circumstances of like character (force majeure occurrence). Provided, however, in the event of a force majeure occurrence, Contractor agrees to use its best efforts to mitigate the impact of the occurrence so that University may continue to provide healthcare, research and other mission critical services during the occurrence. Taxes, tariffs, or other charges imposed by a governmental entity do not constitute a force majeure occurrence.

42. Prohibited Activities. Contractor represents, certifies, and warrants that Contractor and its employees, agents, representatives, and subcontractors (1) have not violated and will not violate Chapter 2261, Subchapter G of the Texas Government Code (“Subchapter G”), including engaging in any of the prohibited activities identified in Subchapter G and (2) will fully cooperate in any investigations conducted under Subchapter G. Contractor understands and agrees that violations of Subchapter G may result in enforcement actions, contract terminations (including, but not limited to, termination of this Agreement), liabilities, disqualifications, causes of action, lawsuits, damages, costs, and injunctive relief as provided by Subchapter G.

B. SPECIFICATIONS FOR COLLECTIONS

1. Contractor agrees to accept for collection, upon the terms and conditions prescribed in this Contract, all unpaid accounts that the University may choose to refer to the Contractor. The number and origin of these accounts and the means by which Contractor shall receive the accounts shall be determined solely by, and may be altered at the discretion of, the University. At least 3 different University departments may refer accounts to the Contractor.

2. Contractor shall acknowledge to the UTHSA Physicians, the Multi-Specialty & Research Hospital, the Medical Management Program, the School of Dentistry and to any other office or entity designated in writing by the University, the receipt of all accounts referred to Contractor for collection. Contractor shall transmit this acknowledgment in a form acceptable to the University no later than seven (7) calendar days after accounts are referred to Contractor.

3. Contractor shall promptly undertake, through proper and lawful means, the collection of every account referred by the University without regard to the amount. Contractor agrees and warrants that all collection activities will be in conformity with existing federal, state or local laws and regulations. Contractor agrees to indemnify the University for any costs of whatever kind and nature incurred by the University as a result of any legal action against the University from the collection practices or methods of Contractor's officers, agents or employees.

4. Contractor shall implement thorough collection procedures in its attempt to achieve a maximum recovery of debts. Such procedures shall include telephone calls, mail efforts and skip tracing procedures whenever necessary.

5. Contractor acknowledges the privacy rights of debtors and shall not release information concerning the delinquent debtor to any credit bureau or other third parties without full compliance with all federal and state privacy laws and prior written approval from the University.

6. Contractor shall furnish to the UTHSA Physicians, the Multi-Specialty & Research Hospital, the Medical Management Program, and the School of Dentistry of the University the reports outlined in Exhibit A.

These reports shall be in a form acceptable to the University, shall include information required by the University, and be furnished at times prescribed by the University. All reports must be kept separate by the particular department of the University that referred the account to the Contractor.

7. Payments received by Contractor shall be direct deposited in the University's Bank Account Number _______________, at (bank) once a week. The Contractor shall upon such deposit provide a copy of said weekly deposit to the University along with a statement of collections received on each debtor's account to include a listing of the accounts and amounts collected per account.

8. The following collection fees shall be the sole consideration paid to Contractor for its Services under this Contract:

_________% collection fee on the delinquent balance of each account collected without the filing of suit. To the extent allowed by the Debtor's signed agreement or as otherwise authorized by law, this collection fee is to be collected in addition to the balance due. The percentage collection fee shall be based on the money actually collected which is past due and which is deposited in the University's bank account.

The University shall not be liable to the Contractor for any costs, fees or expenses incurred by Contractor in the collection of accounts over and above the percentage commission allowed in Item B.8. above. THE CONTRACTOR WILL NOT BE AUTHORIZED TO FILE LAWSUITS ON BEHALF OF THE UNIVERSITY IN ORDER TO COLLECT ACCOUNTS. The University will be responsible only for the specified commission and no other expenses incurred by Contractor. Said commission fee shall be paid to Contractor on the fifteenth (15th) day of each month.

9. Contractor shall be responsible for ensuring that the accounts are updated to reflect the amount actually past due. Contractor shall return an account to the University as soon as the delinquency has been paid. Contractor shall exercise special care to ensure that the entire principal with interest and penalties assessed and collection fees, as authorized by the Debtor's signed agreement or as otherwise authorized by law, have been paid before informing the borrower or debtor that the debt is paid in full.

10. Contractor shall reimburse the University for any amount which becomes uncollectible or which is lost due to any act or omission of the Contractor or its officers, agents or employees. Such acts or omissions may include, but are not limited to, accepting a compromise settlement for less than the total amount due without authorization of the University, acknowledging that a payment constitutes payment in full when in fact the loan or account is not paid in full, and failing to immediately refer any Notice of Bankruptcy to the University.