2-RFO 02122026 Workers Compensation Consultant Services.pdf

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Workers Compensation Claims Consultant

Date Issued:

Questions Deadline:

Responses Due:

February 12, 2026

February 26, 2026

March 5, 2026

Contact Person: Kendra Jackson kendra.jackson@harrishealth.org

Project Summary: Harris Health is seeking offers from qualified consultants to provide Workers Compensation Claims Consultant services.

REQUEST FOR OFFER

SOLICITATION # KJ02122026

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TABLE OF CONTENTS

OVERVIEW AND PURPOSE 3

I. SCOPE OF WORK 3

II. RENEWAL OPTIONS 3

III. BACKGROUND 3

IV. CURRENT STATE 4

V. FUTURE STATE 4

VI. MINIMUM REQUIREMENTS 4

VII. EVALUATION CRITERIA AND AWARD 4

VIII. PRICING 4

IX. SAMPLE CONTRACT TEMPLATE 5

X. SUBMITTALS 5

EXIBIT A PROPOSED PRICING 6

EXHIBIT B - SAMPLE CONTRACT 7

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OVERVIEW AND PURPOSE

The Harris Health System (HHS) is seeking offers from qualified vendors to provide Consulting Services to review Workers Compensation Claims. The expectation of these services is to begin within the first quarter of 2026. The initial term of the contract will be for one year, with four annual renewal options. Consultant shall provide the services listed below as they arise out of the formal quarterly claims review process and by specific phone via email requests for consulting opinions.

I. SCOPE OF WORK

Claims Management Services to include but not limited to:

a) Monthly review of all new claims.

b) Monthly review of reserves and issues for all open claims.

c) Quarterly Claim Reviews with Harris Health (Third Party Administrator (“TPA")) to discuss individual claims and to resolve claim issues and communication issues.

d) Assist in the management of duties specified in this scope of work.

e) Quarterly review of cost containment services.

f) Provide advice on the filing of state forms - such as the Division of Worker's Compensation

(DWC) 20SI annually required notification of self-funded participation in the Workers' Compensation program.

g) Analyze Workers' Compensation claim disputes for recommendations for resolution as they are presented during the quarterly claim reviews or by a separate specific request or analysis.

h) Advice to Harris Health on possible recoveries from the Secondary Injury Fund (Managed by the DWC) as they apply to situations where Harris Health is obliged by DWC rule or regulation to continue payment for issues still in dispute. Such disputes continue long after payments are made and if the Harris Health position is upheld - requests are made to the Secondary Injury Fund to repay Harris Health funds made in good faith.

i) Provide pragmatic advice on evaluating Subrogation opportunities for 3rd party recoveries –against a manufacturer, a service provider, another entity or in auto liability situations that appear to be fully or partially responsible for a Harris Health injured worker's condition and expenses.

j) To the extent issues present themselves at the quarterly claim reviews - provide feedback and advice related to the collection of Workers' Compensation data and reporting and its efficacy in streamlining the management of claims or collecting meaningful data about accident trends for application in the loss control program.

k) It is contemplated that these services be triggered by issues presenting themselves during the quarterly claim’s discussions, or by a specific phone or email request from Harris Health officials for a consulting opinion and or advice. In addition to the above - and triggered by issues in the Quarterly Claim reviews - the Consultant will also provide advice for future loss mitigation as it might affect employee training issues, claim investigation issues, data collection issues, employment good practices, issues related Workers' Compensation internal procedures or more broadly HR policy, site inspection practices and forms of documentation or the mitigation of unsafe conditions as they present themselves in the claims discussions and review

II. RENEWAL OPTIONS

Harris Health Systems may consider four (4) one-year renewal options, renewable one (1) year at a time, based upon the same terms and conditions and pricing as contracted. Renewal may be subject to approval by the Board of Trustees. Harris County reserves the right to rebid at any time as is in its best interest and is not automatically bound to renew.

III. BACKGROUND

Harris Health System is a fully integrated publicly funded/tax supported healthcare system that cares for all residents of Harris County, Texas. Harris Health is the first accredited healthcare institution in Harris County to be designated by the National Committee for Quality Assurance as a Patient-Centered Medical Home, and is one of the largest systems in the country to achieve the quality standard. The system includes eighteen (18) community health centers, five (5) same day clinics, school-based clinics, a dental center and dialysis center, mobile health units, three multi-specialty locations and two (2) full-service hospitals.

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IV. CURRENT STATE

Currently, these services are provided by Zen Insurance Services. Harris Health System employs approximately 10,000 employees. On average, approximately 300 claims annually are reported.

Additionally, during quarterly claim reviews, approximately 20 to 25 files per session are examined.

V. FUTURE STATE

Under the new contract, the Harris Health System will continue to outsource workers compensation claims reviewing. The selected Consultant will be expected to comply with all applicable state and federal regulations

VI. MINIMUM REQUIREMENTS

Harris Health has established minimum vendor qualifications and solution requirements that must be met for an offer to be eligible for award consideration. These mandatory requirements are outlined below. Any vendor or proposal that does not meet these minimum standards will be disqualified from further evaluation under this solicitation.

1. Minimum Qualifications Required - Vendor must have provided workers compensation claims review services for two (2) clients or more who have a minimum of 5,000 employees within the last 5 (five) years. Documentation supporting this requirement must be submitted with proposal

2. Minimum Solution Requirements – Vendor must be able to provide a narrative that describes their approach for reviewing worker’s compensation claims. Vendors are advised to provide information that would highlight the vendor’s strengths in providing these services. Vendor must be compliant with all State of Texas workers’ compensation laws and regulations.

VII. EVALUATION CRITERIA AND AWARD

Award shall be made to the responsible vendor whose submission is determined to be the best evaluated offer resulting from negotiations and taking into consideration all aspects of submission impact items and the following in order of relative importance:

1. Solution 40%

2. Qualification 30%

3. Pricing 30%

Submission implies the vendor's acceptance of the evaluation criteria and vendor’s recognition that subjective judgments must be made by the Evaluation Committee.

VIII. PRICING

Offerors shall submit proposed pricing (see Exhibit A) in the following format:

1. Per-Claim-Reviewed Rate The Offeror shall provide a fixed unit price for each claim reviewed. This rate must include all labor, materials, overhead, administrative costs, and any other expenses required to perform the services described in this solicitation.

2. Quarterly Lump-Sum Amount The Offeror shall also provide a quarterly lump-sum price covering all services to be rendered during the quarter. The lump-sum amount must reflect the Offeror’s complete cost to fulfill all contractual obligations for that period.

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All pricing must be firm, fixed, and presented in U.S. dollars. Offerors are responsible for ensuring that all proposed amounts are accurate, complete, and consistent with the scope of work. Additionally, all associated costs and fees that Harris Health may incur should be detailed in the submission. Please note that any costs not specified in the proposal will not be reimbursed. If there are any exceptions, vendors must provide written documentation to justify them.

Proposed pricing must be submitted for per claim reviewed and quarterly lump sum. Additionally, all associated costs and fees that Harris Health may incur should be detailed in the submission. Please note that any costs not specified in the proposal will not be reimbursed. If there are any exceptions, vendors must provide written documentation to justify them.

The lowest responsive and qualified price earns the highest points, and all other prices will be scored in comparison to it.

IX. SAMPLE CONTRACT TEMPLATE

Exhibit B sets forth the Service Agreement to be executed by the awarded vendor. Upon receipt of the award, the vendor shall sign and return the agreement to Harris Health.

X. SUBMITTALS

Proposal and all required attachments must be submitted using the Harris County online Bonfire bidding system by the submittal deadline date.

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EXHIBIT A

Proposed Pricing

Please provide “Unit” and “Quarterly Lump-sum” pricing based on an estimate of 20-25 claims reviewed quarterly.

Line 1 Description Quantity Unit Pricing

Per-Claim-Reviewed Pricing 1 $

Line 2 Description Quantity Lump-sum Pricing

Quarterly Lump-sum Pricing 1 $

EXHIBIT B

SERVICES AGREEMENT BETWEEN THE HARRIS COUNTY HOSPITAL DISTRICT D/B/A

HARRIS HEALTH SYSTEM AND [INSERT NAME OF VENDOR]

This Services Agreement (the “Agreement”) is entered between the Harris County Hospital District d/b/ a Harris Health System (“Harris Health”), a political subdivision of the State of Texas whose enabling statute is Texas Health & Safety Code Chapter 281 (“Chapter 281”), and [INSERT NAME OF VENDOR], a [INSERT BUSINESS ORGANIZATION TYPE AND ADDRESS] (“Contractor”). Harris Health and Contractor may be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

[TO BE FILLED IN WITH DETAILS]

THERFORE, in consideration of the foregoing premises, the Parties agree as follows:

TERMS

1. TERM

1.1. Initial Term. This Agreement will begin on, (“Effective Date”) and shall continue for an initial period of one (1) year after the Effective Date (the “Initial Term”), unless terminated sooner by mutual consent of the parties or in accordance with Section 2 of this Agreement.

1.2. Renewal Term. This Agreement will automatically renew under the same terms and conditions for (4) four additional one (1) year terms (each such 1 year term, a “Renewal Term”) unless either Party notifies the other Party in writing of its intent not to renew this Agreement prior to the expiration of the then-current one (1) year term. The Initial Term and any Renewal Term shall be referred to collectively as the “Term.” This Agreement, however, is subject to annual funding for each Renewal Term as set forth in Section 2 of this Agreement. Harris Health shall not be liable for payment of any fees regardless of their nature or origin that are incurred after the effective date of termination or non-renewal of this Agreement.

2. TERMINATION

2.1 Termination for Cause. A Party may terminate this Agreement for default (as such term is defined below) by giving written notice to the defaulting Party, which notice shall identify the Default and the date on which the Agreement will terminate if the defaulting Party is unable to cure it. A “Default”, for purposes of this Agreement, shall mean:

2.1.1. Breach of Covenant or Warranty. The failure of Contractor to perform any of its obligations hereunder.

2.1.2. Breach of Warranty. Contractor has made an inaccurate representation or has breached a warranty given in connection with this Agreement.

2.1.3. Noncompliance with Health & Safety Laws. Contractor acts in a manner that violates a law, ordinance, or regulation designed to protect the health or safety of others.

2.1.4. Monetary Default. The failure of Harris Health to timely pay any amount due to Contractor under this Agreement if the failure continues for fifteen (15) business days after Harris Health’s receipt of written notice of nonpayment.

2.1.5. Bankruptcy. If Contractor shall make a general assignment for the benefit of creditors or a receiver, liquidator, or trustee is appointed for all or a substantial portion of Contractor’s assets on account of the Contractor’s bankruptcy or insolvency.

2.2. Termination for Convenience (or Without Cause). Harris Health may terminate this Agreement without cause and without any further obligation or liability to Contractor upon sixty (60) days written notice to Contractor. Should the Agreement be terminated pursuant to this section, Contractor will bill Harris Health within thirty (30) days after the effective date of termination, only for Services completed by Contractor prior to termination.

2.3. Termination for Lack of Appropriations. In the event all funds appropriated for this Agreement are depleted, Harris Health may terminate this Agreement, and Harris Health shall have no further obligation to Contractor. Contractor expressly acknowledges and agrees that Harris Health shall not be subject to any early termination fees or penalty for a termination resulting from this section.

2.4. Effect of Termination. Contractor’s sole and exclusive remedy at termination will be payment for any Services rendered prior to the effective date of termination. Contractor is not entitled to any other compensation, and Contractor shall refund to Harris Health any unearned funds on a prorated basis within thirty (30) days of the effective date of termination. If Contractor fails or refuses to refund the unearned amounts, Harris Health may deduct the amount of any refunds due and owing from any amount Harris Health may owe Contractor and may pursue all other remedies it has at law or in equity.

3. CONTRACTOR’S RESPONSIBILTIES

3.1. Services. Contractor will provide the services listed in Exhibit A (“Services”) to Harris Health in a timely manner. Contractor understands that time is of the essence.

3.2. Records Keeping. Contractor shall maintain full and accurate records of the Services it performs under this Agreement, its request for payment, and any other records created in connection with this Agreement for six (6) years after final payment or such longer period as may be required by law. Contractor will allow Harris Health to access such records, without charge, during regular business hours for the purpose of examination, audit, transcription, copying, or an audit.

3.3. Criminal Background History. Contractor will obtain a criminal background history on each individual who may enter or have access to areas where patients are located in Harris Health facilities. Contractor shall release such criminal background history information to Harris Health, in accordance with TEX. GOV’T CODE ANN. §§ 411.135, 411.136, as amended, so that Harris Health can determine whether a person with a criminal background is unqualified or unsuitable for assignment in Harris Health facilities.

Immunization. Contractor will inform any individuals who provide direct patient care at Harris Health facilities of the testing and immunization requirements set forth in Harris Health's Vaccine Preventable Diseases Policy. This policy includes immunization requirements for individuals who provide direct patient care, as required by Title 25, Chapter 97 of the Texas Administrative Code, as amended, and for individuals who have the potential to be exposed to infectious materials, such as medical supplies and equipment. For the purpose of this Agreement, “direct patient care” means care performed in a manner that can result in contact with a patient’s blood, blood-contaminated body fluids, or other bodily fluids.

Contractor agrees to provide Harris Health with appropriate documentation of each individual’s vaccination status or consent for Harris Health to obtain appropriate documentation from the Texas Immunization Registry.

4. COMPENSATION

4.1. Compensation. Harris Health will pay Contractor the Services, including reasonable and necessary travel and lodging expenses, if-pre authorized by Harris Health, and in accordance with Harris Health’s travel policy. Contractor is neither authorized to seek reimbursement nor is Harris Health obligated to pay for any other costs or expenses.

4.2. Timing of Payment. Pursuant to TEX. GOV’T CODE ANN. §2251.021(b), payments by Harris Health to Contractor shall be due on the 45th day after Harris Health receives an invoice for Services from Contractor.

4.3. Withholding Payment. In the event that Harris Health disputes an invoice, it shall pay all undisputed portions of such invoice, if any, and the Parties shall use their best efforts to resolve the dispute over the remaining charges as soon as reasonably practical. Each Party shall continue to perform its obligations under this Agreement pending final resolution of the disputed charge(s). Neither Party waives any right of termination or any other remedies, including non-binding mediation that are available under applicable laws.

5. INVOICES

5.1. Invoice Submission. As a condition of payment, Contractor must submit a detailed, written invoice to electronicinvoices@harrishealth.org within fifteen (15) days of the end of each month in which Services are performed. The invoice must include the following content: hours worked by each individual assigned to perform Services and their hourly rate; a description of Services provided by each individual during said billing period; the total amount of payment requested;

an itemized listing of expenses claimed for reimbursement; and such other details as requested by Harris Health for verification purposes.

5.2. Review of Invoices. Harris Health will endeavor to review each invoice within twenty-one (21) days and to notify Contractor of any questions or disputes it may have.

6. CURRENT FUNDS

6.1. Funding. Contractor understands, such understanding and agreement being of the absolute essence to this Agreement, that Harris Health must make payments using funds currently on hand. As of the Effective Date, Harris Health has available the total maximum sum of $50,000 specifically allocated to fully discharge any and all liabilities which may be incurred by Harris Health for the Services during the Initial Term of this Agreement, including any and all costs arising under or out of the performance of Services under this Agreement, irrespective of their nature, and notwithstanding any word, statement, or thing contained in or which may be inferred from other provisions of this Agreement that might, in any light, by any individual, be interpreted to the contrary.

6.2. Continued Funding. Contractor understands that continued funding for this Agreement is not guaranteed and that funding for any Renewal Term is subject to an annual budget approval process that involves the Harris County Commissioners Court. Should (a) Harris Health’s Board of Trustees determine, in their sole discretion, not to include additional funds for the continuance of this Agreement in its annual budget or (b) the Harris County Commissioners Court fail to adopt a budget for Harris Health that includes funds for the continuance of this Agreement, then and upon the occurrence of such event, Harris Health can terminate this Agreement, and Harris Health shall have no further obligation to Contractor hereunder.

7. REPRESENTATIONS AND WARRANTIES

Good Standing and Authority. Contractor represents and warrants to Harris Health that:

(a) it is a limited liability company that is duly organized, validly existing and in good standing with the Texas Comptroller;

(b) it is not delinquent in the payment of any property taxes assessed against property located in Harris County, Texas;

(c) it has the full right and authority to enter into this Agreement, to grant the rights and licenses, if any, granted under this Agreement, and to fully perform all of its obligations under this Agreement;

(d) the execution of this Agreement has been duly authorized by all necessary action of Contractor; and

(e) when executed and delivered by Contractor and Harris Health, this Agreement shall be binding and enforceable against Contractor in accordance with the terms of this Agreement.

7.2. Impermissible Ties. Contractor represents and hereby verifies that it:

(a) has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant who is in a position to influence the award of this Agreement or its renewal;

(b) is not engaged in business with Iran, Sudan, or an organization designated as a foreign terrorist organization by the United States secretary of state as authorized by 8 U.S.C.

Section 1189;

(c) as of the effective date of this Agreement, Contractor’s name is not included on the Texas State Comptroller’s list of companies known to have contracts with or to provide supplies or services to the countries listed in 7.2(b) or terrorist organizations; and

(d) will complete and submit the Conflict of Interest Questionnaire (“CIQ”) Form along with this Agreement and, if required, update this CIQ Form no later than the seventh business day after the date of the event that makes a statement on the Conflicts Form(s) inaccurate.

7.3. Service. Contractor warrants and represents that any Services performed by Contractor, or by a permitted subcontractor of Contractor, shall be performed:

(a) in a professional manner, consistent with the best practices in the industry and with integrity;

(b) in compliance with all applicable federal, state, and local laws (e.g., statutes, rules and regulations, codes and ordinances), including, without limitation, laws related to worker's compensation, minimum salary and wage, nondiscrimination, occupational health, vaccination, and licensing; and

(c) in a diligent and expeditious manner.

8. IMMUNITY, INDEMNIFICATION, AND LIABILITY

8.1. Governmental Immunity. No provision of this Agreement is in any way intended to constitute a waiver by Harris Health of any immunities from suit or liability that Harris Health may have by operation of law. Further, nothing herein shall be construed as creating any individual liability on the part of any officer or agent of Harris Health.

8.2. Indemnification by Contractor. CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS

HARRIS HEALTH, ITS BOARD OF TRUSTEES, EMPLOYEES, AGENTS, AND REPRESENTATIVES

(COLLECTIVELY, “HARRIS HEALTH”) FROM AND AGAINST ALL CLAIMS, PROCEEDINGS, AND

LIABILITY THAT MAY ARISE FROM THE ACTIONS OR OMISSIONS OF CONTRACTOR, ITS AGENTS, EMPLOYEES, OR PERMITTED SUBCONTRACTORS IN THE PERFORMANCE OF THIS AGREEMENT, FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR

SUPPLIER. CONTRACTOR SHALL ALSO INDEMNIFY AND HOLD HARMLESS HARRIS HEALTH FROM

AND AGAINST ANY AND ALL EXPENSES, INCLUDING COURT COSTS AND DAMAGES, WHICH MIGHT

BE INCURRED BY OR ASSESSED AGAINST HARRIS HEALTH, IN LITIGATION OR OTHERWISE

RESISTING SAID CLAIMS, PROCEEDINGS, OR LIABILITIES.

8.3. Duty to Defend. Contractor shall, at its own expense, defend Harris Health, by attorneys and other professionals approved by Harris Health, from any claims, suits, actions or proceedings arising out of or related to Contractor’s performance or actions. Contractor shall not enter into any settlement that imposes any obligation or liability on Harris Health without Harris Health’s prior written consent.

8.4. Texas Torts Claim. Harris Health’s liability for the wrongful acts, omissions, or negligence of its employees is limited by the Texas Tort Claims Act, TEX. CIV. PRAC. & REM. CODE ANN. §§

101.001 et seq., as amended. No provision of this Agreement shall extend Harris Health's liability beyond the liability provided in the Texas Tort Claims Act or the Constitution and the laws of the State of Texas.

9. DISPUTE RESOLUTION

9.1. Definition of Dispute. “Dispute” means any and all disagreements, questions, claims, or controversies arising out of or relating to this Agreement, including the validity, construction, meaning, performance, effect, or breach of this Agreement between the Parties.

9.2. Negotiation. The parties shall promptly, amicably, and in good faith attempt to resolve any Dispute through informal negotiations.

9.3. Mediation. If the Parties are unable to resolve the Dispute within thirty (30) days of the date that informal negotiations began, the Parties may submit to mediation The Parties agree to use a mutually agreed upon mediator, or someone appointed by a Court of competent jurisdiction, as the provider of mediators and to commence mediation before the 120th day after the date notice of the dispute was received. Unless both Parties are satisfied with the result of the mediation, the mediation will not constitute a final and binding resolution of the dispute.

9.4. Confidentiality. All communications which occur during and within the scope of the mediation described in Section 9.3 shall remain confidential, in accordance with Section 154.073 of the Texas Civil Practice and Remedies Code, unless both Parties agree, in writing, to waive the confidentiality.

9.5. Expenses. In the event an action is brought by one Party against the other, each Party shall pay its own expenses including attorney’s fees, collection fees, legal expenses, mediation expenses, and all costs and expenses incurred upon appeal.

10. INSURANCE. During the Term of this Agreement, Contractor shall maintain the following insurance policies: (a) a Worker’s Compensation; (b) Employer’s Liability; and (c) Commercial General Liability in amounts appropriate for Contractor’s Services. These minimum amounts are not intended to nor shall they be construed to limit Contractor’s legal or financial liability in the event of any claim, demand, lawsuit, settlement, or judgment arising out of this Agreement.

11. TEXAS PUBLIC INFORMATION ACT (TPIA)

11.1 TPIA Acknowledgement. Contractor acknowledges that Harris Health is a governmental entity subject to the Texas Public Information Act, TEX. GOV’T CODE ANN., Chapter 552 et seq., as amended. Contractor also acknowledges that Harris Health shall comply with the Texas Public Information Act and with all opinions of the Texas Attorney General’s Office concerning the Texas Public Information Act.

11.2 Release of Information. Harris Health, its officers, employees, agents, and representatives may request advice, decisions, and opinions of the Attorney General of the State of Texas in regards to the application of the Texas Public Information Act to any information, or any part thereof, furnished to Harris Health and/or whether or not the same are available to the public. Contractor hereby releases Harris Health, its officers, employees, agents, and representatives from any liability it may have to Contractor for the disclosure to the public of any information furnished to Harris Health by Contractor in reliance on any advice, decision, or opinion of the Attorney General of the State of Texas.

12. RELATIONSHIP OF PARTIES. Contractor is an independent Contractor, and neither it, nor its employees or agents, shall be considered an employee, agent, partner, or representative of Harris Health for any purpose. Contractor shall furnish all equipment, materials, and tools necessary for the completion of its obligations at no additional charge to Harris Health.

13. INTERPRETATIONAL RULES

13.1. Drafting. The provisions in this Agreement reflect the product of discussion and negotiation among the Parties and shall not be construed against either Party for being the drafter thereof.

13.2. Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Texas. Venue for any action, controversy, dispute, or claim shall be in a court of appropriate jurisdiction in Harris County, Texas, exclusively.

13.3. Severability. If any provision in this Agreement or the application thereof to any individual or circumstance shall, to any extent, be invalid or deemed unenforceable by a court of competent jurisdiction, the remainder of this Agreement or the application of such term or provision to individuals or circumstances other than those to which it is held invalid or unenforceable shall not be effected thereby, and each other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

13.4. Survival. Any provision of this Agreement that is intended, by its plain meaning, to survive the expiration or earlier termination of this Agreement including, but not limited to the indemnification provision, shall survive such expiration or earlier termination.

13.5. Waiver. The failure of either Party to insist on any one or more instances upon strict performance of any of the terms or provisions of this Agreement, or to exercise any option or election, should not be construed as a future waiver or relinquishment of these terms, provisions, option or election, but the same shall continue and remain in full force and effect. Similarly, no waiver by any Party of any one or more of its rights or remedies under this Agreement shall be deemed to be a waiver of any prior or subsequent right or remedy under this Agreement or available to the Party at law.

14. MISCELLANEOUS

14.1 Amendment. This Agreement may only be amended by mutual written agreement of the Parties

14.2 Assignment. Neither Party may assign, delegate, and/or otherwise transfer this Agreement or its rights and obligations hereunder without the prior written consent of the other Party.

Notwithstanding the foregoing, this Agreement may be unilaterally assigned by Harris Health to its health maintenance organization or any charitable organization created pursuant to Tex.

Health & Safety Code Sec. 281.0565 and to a successor governmental entity, if such entity is authorized by law to be merged with or supplant the functions of Harris Health.

14.3 No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

14.4 Notice. Any notice required to be given pursuant to the terms and provisions of this Agreement shall be in writing and deemed to be given: (a) upon hand delivery to the Party, (b) three (3) days after the date deposited with or sent by U.S. Mail (first class, postage paid, return receipt requested), or (c) upon receipt by commercial delivery service, in each case if addressed as follows, or to such addresses as either Party may subsequently designate to the other in writing:

a) To Harris Health: Harris County Hospital District d/b/a Harris Health System Attn: Chief Operating Officer

P.O. Box 66769 Houston, TX 77266-6769

Copy To: Harris County Purchasing Department 1111 Fannin St., 12th Floor Houston, TX 77002 Attn: Purchasing Agent (Such copy does not constitute notice)

b) To Contractor: _________________________________

13.4 Boycott Gun Shop. In accordance with Section 2272.002 of the Texas Government Code (relating to prohibition on contracts with companies that discriminate against firearm and ammunition industries). Contractor warrants and represents that: (1) it does not, and shall not for the duration of the Contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Section

2274.002 of the Texas Government Code does not apply to the Contract. If the circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify Harris Health.

13.5 Boycott Israel. In accordance with Chapters 808 and 2271 of the Texas Government Code, if Contractor employs 10 or more full-time employees, Contractor warrants and represents that it does not boycott Israel and shall not boycott Israel during the term of this Agreement. “Boycott Israel” is defined as a refusal to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a individual or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action taken for ordinary business purposes.

13.6 Boycott Energy Companies.

13.7Force Majeure. In the event that either Party is unable to perform any of its obligations under this Agreement or to enjoy any of the benefits thereof because of a Force Majeure Event (see definition below) that was not contemplated by the Parties at the time of entering this Agreement, the Party so affected shall give notice to the other Party of the Force Majeure Event and do everything possible to resume performance within fifteen (15) days. If the period of nonperformance exceeds fifteen (15) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may, by giving written notice, terminate this Agreement. For purposes of this Agreement, the phrase “Force Majeure Event” means any event or occurrence which is outside the reasonable control of the Party concerned and which is not attributable to any act or failure to take preventative action by that Party, https://www.lawinsider.com/dictionary/force-majeure including fire; flood; hurricane; armed conflict; acts of terrorism; nuclear, biological or chemical warfare; or any other disaster, natural or man-made, but excluding ongoing epidemics or pandemics.

13.8 Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, commitments, representations and agreements between the Parties relating to the subject matter hereof. The Parties specifically acknowledge that in entering into and executing this Agreement they rely solely upon the representations and agreements contained in this Agreement and no others.

In witness whereof, the undersigned Parties hereto have executed this Agreement in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

HARRIS HEALTH SYSTEM [CONTRACTOR NAME]

By: _____________________________ By: _______________________________

Name: __________________________ Name: ____________________________

Title: ___________________________ Title: _____________________________

Date Signed: _____________________ Date Signed: ______________________

EXHIBIT A

SCOPE OF SERVICES