114494-O4.pdf

SCOPE OF WORK AND DELIVERABLES

STATE OF NEBRASKA – DEPARTMENT OF HEALTH AND HUMAN SERVICES

SERVICE CONTRACT

DHHS – Contract SOW and Deliverables Page of Ver. 05/2023

The following Scope of Work (“SOW”) consists of the work to be provided by Legacy Therapy, and paid under the associated Service Contract Award. This SOW is subject to the DHHS General Terms – Services Contracts, and any other addenda referenced in the Service Contract Award.

SCOPE OF WORK MANAGER

Kristine Pothast

801 W Prospector Pl, Lincoln, NE 68522 402-479-5244

Kristine.Pothast@nebraska.gov

SCOPE OF WORK

1. THE CONTRACTOR shall do the following:

1.1. Provide services throughout Douglas, Sarpy, Washington and Saunders with the possibility of serving other counties TBD depending on availability of existing personnel in those areas.

1.2. Ensure all providers attend and complete mandatory provider training for OCR hosted by the

University of Nebraska-Lincoln (UNL) Public Policy Center (PPC) or another entity designated by

DHHS.

1.3. Ensure all providers are licensed by the DHHS Division of Public Health to deliver medication management and counseling services.

1.4. Comply with all applicable state licensing, accreditation, and certification requirements, including those referenced in this Contract.

1.5. Maintain the capacity to provide, or arrange for, medication management, care management, and competency counseling to each defendant and maintain one locus of accountability for each service provision. When applicable, Contractor shall provide all subcontracts or letters of agreement to DHHS for review and approval in advance of subcontract execution.

1.6. For each defendant referred by DHHS, ensure completion of an intake, needs assessment, and competency-based treatment and service plan (CBP), within 7 (seven) days of defendant’s referral, as approved by the Court. The CBP must include the defendant’s:

1.6.1. Physical health concerns and issues;

1.6.2. Medication and medication management;

1.6.2.1. Note that any issues related to medication or medication management require contact with the DHHS Contract Manager as soon as Contractor becomes aware of the issues.

1.6.2.2. Level of family support;

1.6.3. Level of community/other natural supports;

1.6.4. Co-occurring psychiatric and substance use concerns or issues;

1.6.5. Housing concerns or issues;

1.6.6. Transportation; and

1.6.7. Goals, measurable objectives, staff accountable and frequency and route of service delivery for service provision.

1.6.8. Crisis plan to be implemented in instances of dangerous behaviors.

1.7. Provide direct face-to face competency counseling services and monitoring with a minimum of 2-3 sessions per week for therapy and a minimum 3-7 days per week for care management services to ensure engagement and participation, progress in treatment, adherence to treatment, and to assess that the defendant’s living environment is safe and basic needs, such as food, clothing, and hygiene, are being met. As needed, coordinate the provision of transportation for defendants to travel to and from appointments.

1.8. Ensure the availability of both face-to-face and telehealth services. Telehealth services shall not exceed twenty-five percent (25%) of care management services and fifty (50%) percent of competency counseling services provided per week.

114494-O4 Docusign Envelope ID: B0171D2E-CA5D-4C77-A288-48F02FD776FD

SERVICE CONTRACT

DHHS – Contract SOW and Deliverables Page of Ver. 05/2023

1.9. Provide competency didactic education as trained in accordance with section 1.2. of this Contract and therapy based on the needs of the defendant’s identified in the CBP.

1.10. Maintain and follow written procedures to monitor the defendant’s restoration to competency and readiness to return to court.

1.11. Refer all inquiries or other communications from representatives of the Courts including, attorneys, judges, and other criminal justice agencies to DHHS.

1.12. Provide a continuity of care plan for defendants completing OCR services. Contractor shall create discharge plans that ensure, at a minimum, the following are provided or have been addressed:

1.12.1. Plan for maintaining housing for at least 3 (three) months post discharge;

1.12.2. Coordinate ongoing services, as appropriate and available, before discharge;

1.12.3. Coordinate referral and transfer of medication management services for individuals discharging from OCR to ensure no lapse in medication compliance once discharged from OCR; and

1.12.4. Complete all appropriate benefits applications on behalf of any discharged individuals.

1.13. Provide continued service for persons who are determined to be incapable of restoration to competency until directed otherwise by DHHS.

1.14. Within 24 (twenty-four) hours notify DHHS, in writing, of any instances of non-compliance including absconding, re-offending, or other behaviors for potential reporting to the Court System.

1.15. When applicable, provide DHHS with the contact information of all dedicated and trained staff;

any changes must be reported, in writing, within 72 (seventy-two) hours of any change.

1.16. Provide services in designated areas of Nebraska, as agreed upon in-writing by the Parties.

1.17. Provide all supplies and provisions necessary to provide the services.

1.18. Participate and provide data in ongoing OCR evaluation facilitated by the University of

Nebraska-Lincoln (UNL) Public Policy Center (PPC) or another entity designated by DHHS.

1.19. Be enrolled as a Medicaid provider and contracted with each Heritage Health Managed Care

Organization for Medicaid eligible applicable services, as identified in this Contract.

1.20. Refer all inquiries or other communications from representatives of the Courts including, attorneys, judges, and other criminal justice agencies to DHHS.

2. For Pre-treatment services, THE CONTRACTOR shall do the following:

2.1. Provide consultation services throughout counties identified in 1.20. with the possibility of serving other counties depending on availability of existing personnel in those areas and in mutual agreement with DHHS.

2.2. Meet the requirements outlined in section 1.2. through 1.14 of this Contract.

2.3. Maintain the capacity to provide, or arrange for, consultation or pre-treatment services provided by appropriately licensed personnel and maintain one locus of accountability for each service provision. When applicable, Contractor shall provide all subcontracts or letters of agreement to DHHS for review and approval in advance of subcontract execution.

2.4. For each defendant referred by DHHS, the Contractor shall:

2.4.1. Provide consultation or pre-treatment interventions specific to improving functional abilities within his/her current setting, recommendations to current treatment providers to target barriers to competence and routinely re-assess for appropriateness for Outpatient Competency Restoration.

2.4.2. Provide consultation or pre-treatment services at a maximum of 1 (one) time per week and a minimum of 1 (one) time per month for the duration of the referral. For each session, the provider must be available for a minimum of 60 (sixty) minutes, which can be used for direct client contact, or for consultation with staff at the facility housing the individual, or a combination of time spent with direct client contact and facility consultation.

2.4.3. Such consultation or pre-treatment services may be facilitated virtually, via a telehealth platform, or in-person, subject to the facility housing the defendant permits and the individual defendant’s needs and abilities.

2.4.4. Document each consultation or pre-treatment service in the Competency Restoration - Level of Care Checklist for Pre-Treatment/Consultation Sessions form.

2.4.5. Provide continued Pre-treatment services for persons referred until directed

PAYMENT STRUCTURE

Payment shall be made as provided below, consistent with DHHS General Terms – Services Contracts.

Payment Structure Type Deliverable-Based

3. PAYMENT TERMS AND STRUCTURE

3.1. TOTAL PAYMENT. DHHS shall pay the Contractor a total amount estimated to be Forty Thousand dollars ($40,000.00), subject to actual utilization, for the services specified herein during the initial term of the Contract.

3.1.1. For the first renewal period, DHHS shall pay the Contractor a total amount estimated to be Forty Thousand Dollars($40,000.00), subject to actual utilization, for the services specified herein during the initial term of the Contract.

3.1.2. For the second renewal period, DHHS shall pay the Contractor a total amount estimated to be Forty Thousand Dollars($40,000.00), subject to actual utilization, for the services specified herein during the initial term of the Contract.

3.2. PAYMENT STRUCTURE. Payment shall be structured as follows.

3.2.1. Contractor shall submit monthly invoices to the DHHS Contract Manager or their designee on a billing document provided by DHHS upon execution of this Contract for payment of services rendered the previous month. As a minimum, invoices must include, but are not limited to:

3.2.1.1. Client identification numbers.

3.2.1.2. Dates services were provided.

3.2.1.3. Type of services performed.

3.2.1.4. Units of service provided for each service type.

3.2.1.5. Route of service delivery (face-to-face or telehealth).

3.2.1.6. Provider name.

3.2.1.7. Dates service(s) was provided, broken down by service type.

3.2.1.8. Length of service(s) provided each date, broken down by service type and delivery method.

3.2.1.9. Date of invoice.

3.2.1.10. Information identified in section 3.2.2. of this Contract.

3.2.1.11. Total amount due.

3.2.1.11.1. Identify the total amount billed at the established daily care rate for competency counseling and care management. Identify the total amount billed for medication management. Provide grand total amount due.

3.2.2. Contractor shall bill medication management and medications to any third-party payers as applicable and report on monthly billing document.

3.2.3. Payment shall be based on the following rates per individual served:

Competency Counseling and Care

Management

(from day of intake to court discharge)

$253.22 per day

($135.42 per day Competency Counseling;

$117.79 per day care management)

Pre-Treatment In-reach/Consultation $200.94 per 60 minutes

3.2.4. Contractor shall not bill for any days that that the defendant is inaccessible due to incarceration (with the exception of the provision of pre-treatment services) or hospitalization.

3.2.5. Contractor may be reimbursed for mileage on a case-by-case basis with the written approval of DHHS. In the event milage is approved, DHHS shall set the rate paid per mile.

DELIVERABLES

The Contractor shall provide the following deliverables. Standards for approval of these deliverables are set forth in the DHHS General Terms – Services Contracts.

Number Deliverable Title Description Deadline Price

1. Competency

Counseling and Care Management

Provide direct face-to face competency counseling services and monitoring with a minimum of 2-3 sessions per week for therapy and a minimum 3-7 days per week for care management services to ensure engagement and participation, progress in treatment, adherence to treatment, and to assess that the defendant’s living environment is safe and basic needs, such as food, clothing, and hygiene, are being met.

Monthly $253.22 per day $135.42 per day Competen cy Counseling $117.79 per day care manageme nt)

2. Pre-Treatment In-reach/Consultatio n

Provide consultation or pre-treatment services at a maximum of 1 (one) time per week and a minimum of 1 (one) time per month for the duration of the referral. For each session, the provider must be available for a minimum of 60 (sixty) minutes, which can be used for direct client contact, or for consultation with staff at the facility housing the individual, or a combination of time spent on direct client contact and facility consultation.

Monthly $200.49 per 60 minutes

3. Report information related to each defendant served

28th of each month

4. OCR Application For each provider hired to provide OCR services for review and approval.

Due within 5 business days of hiring provider

SERVICE CONTRACT AWARD

DHHS – Service Contract Award Page 1 of 2 Ver. 10/2023

The Nebraska Department of Health and Human Services, Behavioral Health, Outpatient Competency Restoration (OCR) (“DHHS”), has awarded this service contract (“Contract”) to Legacy Therapy (“Contractor”).

This Contract is to provide the services set forth in the attached Scope of Work, Statement of Work, or Direct Services Standards Attachment, as applicable, and is subject to the DHHS General Terms – Services Contracts, and any other terms incorporated below.

CONTRACT DETAILS

Purpose of Contract Authority to Contract

The purpose of this Contract is to provide direct competency restoration services to individuals in need of outpatient competency restoration (OCR) treatment throughout Nebraska.

Exemption (2)(e) Contracts with a value of fifteen million dollars or less with direct providers of medical behavioral or developmental health services child care or child welfare services to an individual

Other Relevant Legal Authority

None

CONTRACTOR INFORMATION

Contractor Name Contractor Address Legacy Therapy 1941 S 42ND ST STE 416-W

OMAHA, NE 68105-2939

AGREEMENT DURATION

This Contract begins and ends on the dates specified below. If any renewals are designated, said renewals must be agreed to, in writing, between DHHS and Contractor.

Term Contract Begins Contract Ends October 01, 2025 June 30, 2026

Optional Renewals Number of Renewals Length of Renewals

2 One year

SERVICE CONTRACT AWARD

DHHS – Service Contract Award Page 2 of 2 Ver. 10/2023

Unilateral Termination Required Notice DHHS Contractor

30 Days 30 days

FINANCIAL/BUDGETARY

Total Amount of Contract (including Renewals)

Type of Funding

$120,000 (one hundred twenty thousand dollars)

State Funds Only

Total Amount Type Payment Structure Type This Total Amount is an estimated. Actual value of the contract shall be based on actual utilization of the services by DHHS.

Deliverable-Based

ADDENDA AND ATTACHMENTS

Addenda Attachments Addendum A – DHHS General Terms – Service Contracts

Addendum B – Insurance Requirements – Service Contracts

Addendum C – DHHS HIPAA Business Associate Agreement Provisions – Services Contracts

None

SIGNATURES

IN WITNESS HEREOF, the parties hereto have duly executed this Contract, and each individual signing below certifies that he or she has the authority to legally bind the party to this Contract.

FOR DHHS FOR CONTRACTOR

Dr. Thomas Janousek

Mikala Patterson

DATE: DATE:

9/30/2025 | 19:33:20 CDT9/30/2025 | 19:58:19 CDT

DHHS GENERAL TERMS – SERVICES CONTRACTS

DHHS General Terms – Services Contracts Page 1 of 11 Ver. 09/2025

GENERAL TERMS

1. ORDER OF PREFERENCE.

1.1. Unless otherwise specifically stated in an amendment to the Contract, in case of any conflict between the incorporated documents, the documents shall govern in the following order of preference:

1. Amendments to the Contract, with the most recently dated amendment having highest priority;

2. The Contract, excluding attachments, with the following addenda in order of preference: DHHS

General Terms – Services Contracts; DHHS HIPAA Business Associate Agreement Provisions

– Services Contracts (if included); DHHS Insurance Requirements – Services Contracts (if included); and

3. Any attachments to the Contract.

1.2. These documents constitute the entirety of the Contract. Any ambiguity or conflict in the Contract discovered after its execution and not otherwise addressed herein, shall be resolved in accordance with the rules of contract interpretation as established in the State of Nebraska.

2. NOTICES. Notices shall be in writing and shall be effective upon mailing or e-mailing. All deliverables and required reports under any Scope of Work shall be sent to the DHHS Scope of Work Manager designated under the applicable Scope of Work or Statement of Work. Written notices, such as notices of termination or notice of breach, shall be mailed or e-mailed to the designated Scope of Work Manager, and to the DHHS Contracts Administrator.

NOTICES

DHHS Contractor Individual designated as Scope of Work Manager

AND

Contracts Administrator Nebraska Department of Health and Human Services 301 Centennial Mall South Lincoln, NE 68509-5026 DHHS.ContractAdmin@nebraska.gov

Unless otherwise provided in the Scope of Work or Statement of Work, the designated contact for the Contractor is the same individual executing the Contract on behalf of the Contractor.

The Contractor shall provide a Notices contact to DHHS in writing at the time the Contract is executed.

Unless otherwise specified in writing to DHHS, the individual who executes the Contract on behalf of the Contractor shall be the Notices contact.

3. GOVERNING LAW.

3.1. Notwithstanding any other provision of the Contract, or any amendment or addendum entered into contemporaneously or at a later time, the parties understand and agree that: (1) the State of Nebraska is a sovereign state and DHHS’ authority to contract is therefore subject to limitation by Nebraska’s Constitution, statutes, common law, and regulations; (2) the Contract shall be interpreted and enforced under the laws of Nebraska; (3) any action to enforce the provisions of the Contract must be brought in Nebraska, per state law; (4) the person signing the Contract on behalf of DHHS does not have the authority to waive Nebraska's sovereign immunity, statutes, common law, or regulations;

(5) the indemnity, limitation of liability, remedy, and other similar provisions of the Contract, if any, are entered into subject to Nebraska’s Constitution, statutes, common law, regulations, and sovereign immunity; and (6) all terms of the Contract, including, but not limited to, any clauses concerning third party use, licenses, warranties, limitations of liability, governing law and venue, usage verification, indemnity, liability, remedy, or other similar provisions of the Contract, are entered into specifically subject to Nebraska’s Constitution, statutes, common law, regulations, and sovereign immunity.

114494-O4 mailto:DHHS.ContractAdmin@nebraska.gov

DHHS General Terms – Services Contracts Page 2 of 11

3.2. The parties shall comply with all applicable federal, state, county, and municipal laws, ordinances, rules, and regulations in the performance of the Contract.

4. AMENDMENT. The Contract may be modified only by written amendment executed by both parties. No alteration or variation of the terms of the Contract shall be valid unless made in writing and signed by the parties.

5. CONTRACT MANAGEMENT.

5.1. Deliverable Approval Process. This subsection applies to applicable Scopes of Work or Statements of Work, but does not apply to Direct Services Standards.

5.1.1. DHHS must review all deliverables submitted by Contractor. DHHS must approve a deliverable submitted by Contractor if it is of sufficient quality and meets the requirements in the Scope of Work or Statement of Work. Approval of a deliverable must be communicated by DHHS to Contractor in writing within a reasonable time period. DHHS shall not disburse payment for a deliverable until the deliverable is approved.

5.1.2. DHHS must reject the deliverable submitted by Contractor if it is not of sufficient quality or does not meet the requirements in the Scope of Work or Statement of Work. Rejection of a deliverable must be communicated by DHHS to Contractor in writing within a reasonable time period, and DHHS’ written communication must include its reasons for rejection.

5.1.3. Within a reasonable time period established by DHHS, Contractor may correct the defects identified by DHHS and resubmit the rejected deliverable. Any corrections or improvements requested by DHHS are not changes in the scope of the Contract. If a rejected deliverable requires more than two corrections, DHHS may permanently reject the deliverable and deny payment for the deliverable. Nothing in this section limits any other remedies available to DHHS under the Contract or at law.

5.2. Corrective Action Plan. If Contractor fails to meet the Scope of Work, Statement of Work, or Direct Services Standards, as set forth in the Contract, DHHS may require Contractor to complete a Corrective Action Plan (hereinafter, “CAP”).

5.2.1. DHHS shall set a deadline for the CAP to be provided to DHHS, but shall provide Contractor reasonable notice of said deadline. In its notice, DHHS shall identify each issue to be resolved.

5.2.2. The CAP shall include, but is not limited to, a written response noting the steps being taken by Contractor to resolve each issue, including a date that the issue(s) will be resolved.

5.2.3. If Contractor fails to provide a CAP by the deadline set by DHHS, or fails to provide DHHS with a CAP demonstrating how the issues regarding performance will be remedied, or fails to meet the deadline(s) set in the CAP for resolution of the issue(s), DHHS may withhold payments (for the work or deliverables) related to the issues identified by DHHS, or exercise any other remedy set forth in the Contract or available under law.

5.3. Suspension of Services. DHHS may, at any time and without advance notice, require Contractor to suspend any or all activities provided or performed under the Contract. A suspension may be the result of a reduction in federal or state funds, budget freeze, emergency, contract compliance issues, investigation, or other reasons not stated here.

5.3.1. In the event of such suspension, the DHHS Chief Operating Officer/Contracts Administrator or designee will issue a written Stop Work Order to Contractor. The Stop Work Order will specify which activities are to be immediately suspended, the reason(s) for the suspension, and, if possible, the known duration or period of the suspension.

5.3.2. Upon receipt of the Stop Work Order, Contractor shall immediately comply with its terms, and take all necessary steps to minimize the incurrence of costs allocable to the work affected by the Stop Work Order during the period of suspension.

5.3.3. The DHHS Chief Operating Officer/Contracts Administrator or designee may extend the duration of the suspension by issuing a modified Stop Work Order, which states the new end date of the suspension and the reason for the extension.

5.3.4. The suspended activity may resume when: (i) the suspension period identified in the Stop Work Order has ended; or (ii) when the DHHS Chief Operating Officer/Contracts Administrator or designee has issued a formal written notice cancelling the Stop Work Order or directing Contractor to resume partial services.

DHHS General Terms – Services Contracts Page 3 of 11

5.4. Breach of Contract. DHHS may terminate the Contract, in whole or in part, if Contractor fails to perform its obligations under the Contract in a timely and proper manner. DHHS may, by providing a written notice to Contractor, allow Contractor to cure a breach of contract within a period of thirty (30) days or longer at DHHS’ discretion, upon considering the gravity and nature of the breach. Said notice shall be delivered by certified mail, return receipt requested; or in person, with proof of delivery.

Allowing Contractor time to cure a breach of contract does not waive DHHS’ right to immediately terminate the Contract for the same or a different breach at a different time.

5.4.1. DHHS may, at its discretion, contract for any services required to complete the Contract and hold Contractor liable for any excess cost caused by Contractor’s default.

5.4.2. This provision shall not preclude the pursuit of other remedies for breach of contract as allowed by law.

5.4.3. DHHS’ failure to make payment shall not be a breach, and Contractor shall retain all available statutory remedies and protections.

6. SEVERABILITY. If any term or condition of the Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid.

7. INDEMNIFICATION.

7.1. Contractor shall defend, indemnify, hold, and save harmless DHHS and its employees, volunteers, agents, and its elected and appointed officials (“the indemnified parties”) from and against any and all claims, liens, demands, damages, liability, actions, causes of action, losses, judgments, costs, and expenses of every nature, including investigation costs and expenses, settlement costs, and attorney fees and expenses (“the claims”) sustained or asserted against DHHS, arising out of, resulting from, or attributable to the willful misconduct, negligence, error, or omission of Contractor, its employees, subcontractors, consultants, representatives, and agents, except to the extent such Contractor liability is attenuated by any action of DHHS that directly and proximately contributed to the claims.

7.2. Contractor shall, at its sole cost and expense, defend, indemnify, and hold harmless the indemnified parties from and against any and all claims, to the extent such claims arise out of, result from, or are attributable to the actual or alleged infringement or misappropriation of any patent, copyright, trade secret, trademark, or confidential information of any third party by Contractor or its employees, subcontractors, consultants, representatives, and agents; provided, however, DHHS gives Contractor prompt notice in writing of the claim. Contractor may not settle any infringement claim that will affect DHHS’ use of the intellectual property used in the performance of the Contract without DHHS’ prior written consent, which consent may be withheld for any reason.

7.2.1. If a judgment or settlement is obtained or reasonably anticipated against DHHS’ use of any intellectual property for which Contractor has indemnified DHHS, Contractor shall, at Contractor’s sole cost and expense, promptly modify the item or items which were determined to be infringing, acquire a license or licenses on the State’s behalf to provide the necessary rights to DHHS to eliminate the infringement, or provide DHHS with a non-infringing substitute that provides DHHS the same functionality. At DHHS’ election, the actual or anticipated judgment may be treated as a breach of warranty by Contractor, and DHHS may receive the remedies provided under the Contract.

7.3. DHHS’ liability is limited to the extent provided by the Nebraska State Tort Claims Act, Neb. Rev. Stat.

§§ 81-8,209 to 81-8,235, the Nebraska State Contract Claims Act, Neb. Rev. Stat. §§ 81-8,302 to 81- 8,306, the Nebraska State Miscellaneous Claims Act, Neb. Rev. Stat. §§ 81-8,294 to 81-8,301, and any other applicable provisions of law. DHHS does not assume liability for the actions of its contractors.

7.4. Contractor understands that the Nebraska Constitution, Article XIII, § 3, prohibits DHHS from indemnifying a private party. Any terms to the contrary set forth in any attachments included with the Contract regarding indemnification shall have no effect.

7.5. Notwithstanding the above, if Contractor is a constitutional officer, state agency, local governmental agency, or political subdivision of the State of Nebraska, nothing in the Contract shall be construed as an indemnification by one party of the other for liabilities of a party or third parties for property loss or damage or death or personal injury arising out of and during the performance of the Contract. Any

DHHS General Terms – Services Contracts Page 4 of 11 liabilities or claims for property loss or damages or for death or personal injury by a party or its agents, employees, contractors, assigns, or by third persons shall be determined according to applicable law.

8. ASSIGNMENT. Contractor shall not assign or transfer any interest, rights, or duties under the Contract without prior written consent of DHHS. In the absence of such written consent, any assignment, or attempt to assign, shall constitute a breach of the Contract.

9. FORCE MAJEURE. Neither party shall be liable for any costs or damages resulting from its inability to perform any of its obligations under the Contract due to a natural disaster or other similar event outside the control and not the fault of the affected party (“Force Majeure Event”). A Force Majeure Event shall not constitute a breach of the Contract. The party so affected shall immediately give notice to the other party of the Force Majeure Event. Upon such notice, all obligations of the affected party under the Contract, which are reasonably related to the Force Majeure Event, shall be suspended, and the affected party shall do everything reasonably necessary to resume performance as soon as possible. Labor disputes with the impacted party’s own employees shall not be considered a Force Majeure Event, and shall not suspend performance requirements under the Contract.

10. CONFIDENTIALITY.

10.1. Any and all information gathered in the performance of the Contract, either independently or through DHHS, shall be held in the strictest confidence and shall be released to no one other than DHHS without the prior written authorization of DHHS. Contrary contract provisions set forth in the Contract shall be deemed to be authorized exceptions to this general confidentiality provision.

10.2. Nothing in this section or the Contract shall relieve Contractor of the obligation to comply with all applicable statutes and regulations, current and as amended, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA).

11. OFFICE OF PUBLIC COUNSEL. In the event Contractor provides health and human services to individuals on behalf of DHHS under the terms of the Contract, Contractor shall submit to the jurisdiction of the Public Counsel under Neb. Rev. Stat. §§ 81-8,240 through 81-8,254 with respect to the provision of services under the Contract. Pursuant to Neb. Rev. Stat. § 73-401, this provision shall not apply to contracts between DHHS and long-term care facilities that are subject to the jurisdiction of the state long-term care ombudsman pursuant to the Long-Term Care Ombudsman Act, Neb. Rev. Stat. §§ 81-2237 to 81-2264.

12. LONG-TERM CARE OMBUDSMAN. As applicable, Contractor must comply with the Long-Term Care Ombudsman Act, Neb. Rev. Stat. §§ 81-2237 to 81-2264.

13. EARLY TERMINATION.

13.1. DHHS and Contractor, by mutual written agreement, may terminate the Contract at any time.

13.2. DHHS, in its sole discretion, may termination the Contract for any reason upon thirty (30) calendar days written notice to Contractor. Such termination shall not relieve Contractor of warranty or other service obligations incurred under the terms of the Contract. In the event of termination, Contractor shall be entitled to payment, determined on a pro rata basis, for products or services satisfactorily performed or provided.

13.3. Contractor may terminate the Contract for any reason, if expressly stated in the Service Contract Award, and only upon the notice provided therein.

13.4. DHHS may terminate the Contract immediately for the following reasons:

13.4.1. If directed to do so by statute;

13.4.2. Contractor has made an assignment for the benefit of creditors, has admitted in writing its inability to pay debts as they mature, or has ceased operating in the normal course of business;

13.4.3. A trustee or receiver of Contractor, or of any substantial part of Contractor’s assets, has been appointed by a court;

13.4.4. Fraud, misappropriation, embezzlement, malfeasance, misfeasance, or illegal conduct pertaining to performance under the Contract has been committed by Contractor, its employees, officers, directors, or shareholders;

13.4.5. An involuntary proceeding has been commenced by any party against Contractor under any one of the chapters of Title 11 of the United States Code, and (i) the proceeding has been

DHHS General Terms – Services Contracts Page 5 of 11 pending for at least sixty (60) calendar days; or (ii) Contractor has consented, either expressly or by operation of law, to the entry of an order for relief; or (iii) Contractor has been decreed or adjudged a debtor;

13.4.6. A voluntary petition has been filed by Contractor under any of the chapters of Title 11 of the United States Code;

13.4.7. Contractor has intentionally disclosed confidential information; or

13.4.8. Contractor has discontinued (or announces it will discontinue) support of the deliverable.

13.5. In the event either party terminates the Contract for any reason, Contractor shall provide to DHHS all work in progress, work completed, and materials provided to it by DHHS in connection with the Contract immediately.

13.6. In the event of termination, Contractor shall be entitled to payment, determined on a pro rata basis, for products or services satisfactorily performed or provided.

14. DOCUMENTS INCORPORATED BY REFERENCE. All references in the Contract to laws, rules, regulations, guidelines, directives, addenda, and attachments that set forth standards and procedures to be followed by Contractor in discharging its obligations under the Contract shall be deemed incorporated by reference and made a part of the Contract with the same force and effect as if set forth in full text herein.

15. CONTRACT CLOSEOUT. Upon Contract closeout for any reason, Contractor shall within thirty (30) days, unless stated otherwise herein:

15.1. Transfer all completed or partially completed deliverables to DHHS;

15.2. Transfer ownership and title to all completed or partially completed deliverables to DHHS;

15.3. Return to DHHS all information and data, unless Contractor is permitted to keep the information or data by contract or rule of law. Contractor may retain one copy of any information or data as required to comply with applicable work product documentation standards or as are automatically retained in the course of Contractor’s routine back up procedures;

15.4. Cooperate with any successor Contactor, person, or entity in the assumption of any or all of the obligations of the Contract;

15.5. Cooperate with any successor Contactor, person, or entity in the transfer of information or data related to the Contract;

15.6. Return or vacate any state-owned real or personal property; and

15.7. Return all data in a mutually acceptable format and manner.

Nothing in this section should be construed to require Contractor to surrender intellectual property, real or personal property, or information or data owned by Contractor for which DHHS has no legal claim.

16. FEDERAL FINANCIAL ASSISTANCE. If the Contract involves federal funds, Contractor shall comply with all applicable provisions of 45 CFR §§ 87.1 and 87.2. Contractor shall not use direct federal financial assistance to engage in inherently religious activities, including, but not limited to, worship, religious instruction, or proselytization.

17. INTEGRATION. The written Contract, along with addenda and any attachments, represents the entire agreement between the parties, and any prior or contemporaneous representations, promises, or statements by the parties, which are not incorporated herein, shall not serve to vary or contradict the terms set forth in the Contract.

18. SUBCONTRACTORS. Contractor shall not subcontract any portion of the Contract without notice to DHHS.

DHHS reserves the right to reject a subcontractor; such rejection shall not be arbitrary or capricious.

Contractor shall ensure that all subcontractors comply with all requirements of the Contract and applicable federal, state, county, and municipal laws, ordinances, rules, and regulations.

19. SURVIVAL. All provisions hereof that by their nature are to be performed or complied with following the expiration or termination of the Contract, including, but not limited to, the obligations in the Confidentiality section herein, shall survive the expiration or termination of the Contract.

20. TAXPAYER TRANSPARENCY ACT. Pursuant to Neb. Rev. Stat. § 84-602.04, all state contracts which include, at least in part, state funds, and that are in effect as of January 1, 2014, shall be posted on a public

DHHS General Terms – Services Contracts Page 6 of 11 website. All non-proprietary and non-confidential information as defined by law will be posted for public viewing. Contractor hereby waives any copyrights for any material posted with the Contract, either as an attachment, schedule, or other subpart of the Contract, to the public website.

21. CLEAN AIR ACT AND CLEAN WATER ACT. If the Contract involves federal funds and the total value exceeds one hundred fifty thousand dollars ($150,000), Contractor shall ensure that it is in compliance with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act, 42 U.S.C. § 7401 et seq., and the Federal Water Pollution Control Act as amended (the Clean Water Act), 33 U.S.C. § 1251 et seq.

22. FEDERAL FUNDING AGENCY APPROVAL. If the Contract involves federal funds and requires pre-approval by the federal funding agency, said approval is a condition precedent to the Contract, and absent said approval, the Contract shall be considered void and unenforceable.

23. NO THIRD-PARTY BENEFICIARY RIGHTS. The Contract (including any and all terms and conditions thereof) shall not be enforceable by any individual or entity that is not a party to the Contract. No individual or entity that is not a party to the Contract is an intended beneficiary of the Contract.

24. TIME IS OF THE ESSENCE. Time is of the essence to Contractor’s performance under the Contract. The acceptance of late performance, with or without objection or reservation by DHHS, shall not waive any rights of DHHS nor constitute a waiver of the requirement of timely performance of any obligations on the part of Contractor remaining to be performed.

CONTRACTOR DUTIES

25. INDEPENDENT CONTRACTOR. Contractor is an independent contractor, and neither Contractor nor any of its employees shall for any purpose be deemed employees of DHHS. Contractor shall employ and direct such personnel as it requires to perform its obligations under the Contract, exercise full authority over its personnel, and comply with all workers’ compensation, employer’s liability, and other federal, state, county, and municipal laws, ordinances, rules, and regulations required of an employer providing services as contemplated by the Contract.

26. NEW EMPLOYEE WORK ELIGIBILITY STATUS. Contractor shall use a federal immigration verification system to determine the work eligibility status of new employees physically performing services within the State of Nebraska. A federal immigration verification system means the electronic verification of the work authorization program authorized by the Illegal Immigration Reform and Immigrant Responsibility Act of 1996, 8 U.S.C. § 1324a, known as the E-Verify Program, or an equivalent federal program designated by the United States Department of Homeland Security or other federal agency authorized to verify the work eligibility status of a newly hired employee.

26.1. If Contractor is an individual or sole proprietorship, the following applies:

26.1.1. Contractor must complete the United States Citizenship Attestation Form, available on the Department of Administrative Services website, at https://das.nebraska.gov;

26.1.2. If Contractor indicates on such attestation form that he or she is a qualified alien, Contractor agrees to provide the U.S. Citizenship and Immigration Services documentation required to verify Contractor’s lawful presence in the United States using the Systematic Alien Verification for Entitlements (SAVE) Program; and

26.1.3. Contractor understands and agrees that lawful presence in the United States is required, and Contractor may be disqualified, or the Contract terminated, if such lawful presence cannot be verified as required by Neb. Rev. Stat. §§ 4-108 through 4-114.

27. COMPLIANCE WITH CIVIL RIGHTS AND EQUAL EMPLOYMENT OPPORTUNITY LAW.

27.1. Contractor shall comply with all applicable local, state, and federal laws regarding civil rights, including, but not limited to, Title VI of the Civil Rights Act of 1964, 42 U.S.C. § 2000d et seq.; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. § 794; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et

114494-O4 https://das.nebraska.gov/

DHHS General Terms – Services Contracts Page 7 of 11 seq.; the Age Discrimination Act of 1975, 42 U.S.C. § 6101 et seq.; and the Nebraska Fair Employment Practice Act, Neb. Rev. Stat. §§ 48-1101 to 48-1125.

27.2. Contractor, by execution of the Contract, also understands and acknowledges that, to the extent it utilizes federal funds, the Contract is subject to the following regulations regarding nondiscrimination:

45 CFR Part 80 (nondiscrimination under programs receiving federal assistance through the U.S.

Department of Health and Human Services (“HHS”) effectuation of Title VI of the Civil Rights Act of 1964); 45 CFR Part 84 (nondiscrimination on the basis of handicap in programs or activities receiving federal financial assistance); 45 CFR Part 85 (enforcement of nondiscrimination on the basis of handicap in programs or activities conducted by the HHS); 45 CFR Part 86 (nondiscrimination on the basis of sex in education programs or activities receiving federal financial assistance); 45 CFR Part 87 (equal treatment for faith-based organizations); and 45 CFR Part 91 (nondiscrimination on the basis of age programs or activities receiving federal financial assistance from HHS).

27.3. Violation of the above statutes and regulations shall constitute a material breach of the Contract.

27.4. Contractor shall insert an anti-discrimination provision similar to subsection 27.1 into all subcontracts.

28. FREE ON BOARD (FOB) DESTINATION. If goods or commodities are to be provided as part of the Contract, delivery charges to the goods or commodities’ destination are to be prepaid by the vendor or Contractor. No additional charges shall be allowed against DHHS for packing, packages, or partial delivery costs. When an arithmetic error has been made in the extended total, the unit price shall govern. Contractor is responsible for all claims associated with damages during delivery of any goods or commodities.

29. DATA OWNERSHIP AND INTELLECTUAL PROPERTY.

29.1. Data. All data collected as a result of the Contract shall be the property of DHHS. If the Contract involves federal funds, the federal funding agency reserves the right to obtain, reproduce, publish, or otherwise use the data produced under the Contract, and to authorize others to receive, reproduce, publish, or otherwise use such data for federal purposes.

29.2. Copyright. Contractor shall not copyright any material produced in conjunction with the performance required under the Contract without written consent from DHHS. DHHS, and any federal funding agency (if the Contract involves federal funds), hereby reserve a royalty-free, nonexclusive, and irrevocable right, for federal or state government purposes, to reproduce, publish, or otherwise use, and to authorize others to use, the material produced in conjunction with the performance required under the Contract.

29.3. Software and Patent Rights. If the Contract involves federal funds:

29.3.1. All software ownership rights shall be consistent with 45 CFR § 95.617, if applicable, and with all other applicable federal law; and

29.3.2. All patent rights under the Contract shall be as set forth in the clause contained in 37 CFR §

401.14, and consistent with all other applicable federal law.

30. CONFLICTS OF INTEREST. In the performance of the Contract, Contractor shall avoid all conflicts of interest and all appearances of conflicts of interest. Contractor shall immediately notify DHHS, in writing, of any such conflict.

31. NEBRASKA TECHNOLOGY ACCESS STANDARDS.

31.1. The State of Nebraska is committed to ensuring that all information and communication technology

(ICT), developed, leased, or owned by the State of Nebraska, affords equivalent access to employees, program participants and members of the public with disabilities, as it affords to employees, program participants and members of the public who are not persons with disabilities.

31.2. By entering into this Contract, Contractor understands and agrees that if the Contractor is providing a product or service that contains ICT, as defined in subsection 31.3 below and such ICT is intended to be directly interacted with by the user or is public facing, such ICT must provide equivalent access, or be modified during implementation to afford equivalent access, to employees, program participants, and members of the public who have and who do not have disabilities. The Contractor may comply with this section by complying with Section 508 of the Rehabilitation Act of 1973, as amended, and its implementing standards adopted and promulgated by the U.S. Access Board.

DHHS General Terms – Services Contracts Page 8 of 11

31.3. ICT means information technology and other equipment, systems, technologies, or processes, for which the principal function is the creation, manipulation, storage, display, receipt, or transmission of electronic data and information, as well as any associated content. Contractor hereby agrees ICT includes computers and peripheral equipment, information kiosks and transaction machines, telecommunications equipment, customer premises equipment, multifunction office machines, software, applications, web sites, videos, and electronic documents. For the purposes of these assurances, ICT does not include ICT that is used exclusively by a Contractor.

32. DRUG-FREE WORKPLACE. Contractor certifies that it maintains a drug-free workplace environment to ensure worker safety and workplace integrity. Contractor shall provide a copy of its drug-free workplace policy at any time upon request by DHHS.

33. ACCESS TO RECORDS.

33.1. All of Contractor’s books, records, and documents, regardless of physical form, including data maintained in computer files or on magnetic, optical, or other media, relating to work performed or monies received under the Contract, shall be subject to audit by DHHS, or its authorized representative, at any reasonable time and upon the provision of reasonable notice.

33.2. Notwithstanding any other requirement in the Contract to maintain certain records (as identified in that requirement) for a longer period, Contractor shall maintain all records for five (5) years from the date of final payment. As required by law, records that fall under the provisions of the Health Insurance Portability and Accountability Act (HIPAA), and all associated rules and regulations, including, but not limited to, the policies and procedures identified in 45 CFR § 164.316, shall be maintained for six (6) years from the date of their creation or the date when the policy or procedures were last in effect.

33.3. In addition to the foregoing retention periods, all records shall be maintained until all issues related to an audit, litigation, or other action are resolved to the satisfaction of DHHS.

33.4. All records shall be maintained in accordance with generally accepted business practices.

34. LOBBYING.

34.1. As set forth in 45 CFR Part 93:

34.1.1. No federal appropriated funds shall be paid by or on behalf of Contractor to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the Contract or any of the following actions: (a) the awarding of any federal contract; (b) the making of any federal grant; (c) the making of any federal loan; (d) the entering into of any cooperative agreement; and (e) the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

34.1.2. 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 the Contract, Contractor shall complete and submit Federal Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions.

34.2. If the Contract involves federal funds, and if the below is consistent with the terms of the applicable federal funding source of the Contract, then:

34.2.1. No funds under the Contract shall be used, other than for normal and recognized executive-legislative relationships, for publicity or propaganda purposes, for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, electronic communication, radio, television, or video presentation designed to support or defeat the enactment of legislation before the Congress or any state or local legislature or legislative body, except in presentation to the Congress or any state or local legislature itself, or designed to support or defeat any proposed or pending regulation, administrative action, or order issued by the executive branch of any state or local government, except in presentation to the executive branch of any state or local government itself. (See Pub. L. 113-235, Division G, Title V, Sec. 503(a)).

34.2.2. No funds under the Contract shall be used to pay the salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative action, or executive order proposed or pending before the Congress or any state government, state

DHHS General Terms – Services Contracts Page 9 of 11 legislature or local legislature or legislative body, other than normal and recognized executive-legislative relationships or participation by an agency or officer of a state, local or tribal government in policymaking and administrative processes within the executive branch of that government. (See Pub. L.