4-Attachment A - Utah Department of Health and Human Services Terms Conditions.docx

Attachment A: Utah Department of Health and Human Services Rural Health Transformation Program Contractor Terms

1. Definitions “Authorized Persons” means the Contractor employees, officers, partners, subcontractors, sub-recipients or other agents of the Contractor who need to access State Data to enable the Contractor to perform its responsibilities under this contract.

“Contract Signature Page(s)” means the DHHS cover page(s), including the page(s) signed by the parties.

“Budget Period” means the 10-month beginning on December 29, 2025, and ending on October 30, 2026, for budget period 1, and each 12-month period beginning on October 31 and ending on October 30 for budget periods 2 – 5 as outlined in the NOA.

“C.F.R.” means the Code of Federal Regulations.

“CMS” means the federal Centers for Medicare and Medicaid Services.

"DHHS" means the Utah Department of Health and Human Services.

“Federal Pass Through Money” means federal money received by the Contractor but does not include federal money received as payment for goods or services purchased by DHHS.

“Local Money” means money that is owned, held or administered by a political subdivision of the State that is derived from fee or tax revenues but does not include money received as payment for goods or services purchased or contributions or donations received by the political subdivision.

“RHTP” means Rural Health Transformation Program, a five-year, federally funded initiative through CMS designed to improve clinical outcomes, access, and care quality while strengthening the healthcare workforce in rural communities.

"State" means the state of Utah, in its entirety, including its institutions, agencies, departments, divisions, authorities, instrumentalities, boards, commissions, elected or appointed officers, employees, agents, and authorized volunteers.

“State Data” means all confidential information, non-public data, personal data, and protected health information that is created or in any way originating with the State whether such data or output is stored on the State’s hardware, the Contractor’s hardware, or exists in any system owned, maintained or otherwise controlled by the State or by the Contractor. State Data includes any federal data that DHHS controls or maintains, that is protected under federal laws, statutes, and regulations. DHHS may identify, during and after this contract, additional reasonable types of categories of information that must be kept confidential under federal and State laws.

“State Money” means money that is owned, held, or administered by a State agency and derived from State fee or tax revenues but does not include contributions or donations received by the State agency.

"Contractor" means the non-federal entity that receives a subaward from a pass-through entity to carry out part of a federal program as per 2 C.F.R. § 200.1.

“Uniform Guidance” means Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards for the specified federal awarding agency set forth in Title 2 of the Code of Federal Regulations.

“Utah RHTP” means the RHTP operationalized at the state level through seven broad initiatives supported by approximately 24 key strategic activities according to Utah’s RHTP plan.

2. Governing Law and Venue: This contract is governed by the laws, rules, and regulations of Utah. Any action or proceeding arising from this contract must be brought in a court of competent jurisdiction in the State. Venue is in Salt Lake City, in the Third Judicial District Court for Salt Lake County.

3. Federal Award: The Contractor shall comply with the terms of the federal award(s).

4. Nonprofit Registration: If the Contractor is a nonprofit corporation that receives an amount of money requiring an accounting report under the Utah Code, it shall register and maintain the nonprofit corporation's registration as a limited purpose entity in accordance with code requirements.

5. No Automatic Renewals: This contract will not automatically renew.

6. Laws and Regulations: The Contractor shall comply with all applicable federal, state, and local laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements. Any federal regulation related to the federal funding, including CFR Appendix II to Part 200, will take precedence over any conflict with this Attachment A.

7. Conflict of Interest: The Contractor represents that none of its officers or employees are officers or employees of DHHS unless written disclosure has been made to DHHS. The Contractor shall comply and cooperate in good faith with all conflict of interest and ethic laws.

8. Independent Capacity: The Contractor and any subcontractors, in the performance of this contract, shall act in an independent capacity and not as officers, employees, or agents of DHHS.

9. Reporting Receipt of Federal and State Funds.

9.1. If the Contractor is a nonprofit corporation and receives Federal Pass Through Money or State Money, the Contractor shall disclose to DHHS, annually and in writing, whether it has received in the previous budget period or anticipates receiving any of the following amounts: (i) revenues or expenditures of Federal Pass Through Money, State Money that is not payment for goods or services purchased from the Contractor, and Local Money in the amount of $750,000 or more; (ii) revenues or expenditures of Federal Pass Through Money, State Money that is not payment for goods or services purchased from the Contractor, and Local Money at least $350,000 but less than $750,000; or (iii) revenues or expenditures of Federal Pass Through Money, State Money that is not payment for goods or services purchased from the Contractor, and Local Money of at least $100,000 but less than $350,000. This disclosure must be made when entering into this contract and annually thereafter no later than six months after the end of the Contractor’s budget period.

9.2. The Contractor shall provide to DHHS a written description and itemized report at least annually detailing the expenditure of State Money, and the intended expenditure of any State Money that has not been spent. The Contractor shall provide to DHHS a final written itemized report when all the State Money is spent. DHHS may require the Contractor to return an amount of money that is equal to the State Money expended in violation of the terms of this section. Reports must be submitted no later than July 31st of each year and no later than 30 days after the expenditure of all State funds, whichever is earlier.

9.3. The Contractor shall comply with all federal and State reporting requirements, including as applicable, but not limited to, 2 C.F.R. 200 and Utah Code §§ 51-2a-201, 51-2a-201.5, and 63G-6b-201.

9.4. Reports that are required to be sent to DHHS must be sent to dhhsfinancialreports@utah.gov.

10. Timely Reporting: The Contractor shall timely submit all reports and back-up data required by this contract or requested by the federal awarding agency or DHHS.

11. Invoicing: Unless otherwise stated in the scope of work, the Contractor shall submit invoices along with any supporting documentation within 20 days following the last day of the month in which the expenditures were incurred or the services provided. The Contractor shall list this contract number on all invoices and correspondence relating to this contract. The Contractor shall submit all final billings under this contract within 14 days of expiration or termination of this contract, regardless of the Contractor’s billing period. Notwithstanding the foregoing, the Contractor shall submit all billings for services performed on or before June 30th of a given budget period no later than July 14th of the following budget period, regardless of Contractor’s billing period or the expiration or termination date of this contract. DHHS may reject any invoice or claim for payment or reimbursement if received by DHHS after the requirements stated in this contract, but in no case will DHHS pay for items billed later than twelve months after the budget period ending June 30th that the Contractor’s services were provided or expected under the contract, or for contracts with Medicaid, later than Medicaid deadlines.

11.1. All invoices submitted must clearly itemize costs. Itemized costs must at minimum include administrative costs and Category J expenditures (capital expenditures and infrastructure) as defined in the federal RHTP Notice of Funding Opportunity (NOFO). Each billable item must correspond to a specific initiative and one or more underlying activities they support.

12. Supporting Documentation: The Contractor shall maintain documentation necessary to support the costs billed by the Contractor and shall submit the documentation with the billings, if requested. The Contractor shall store and file required documentation in a systematic and consistent manner.

13. Questioned Costs: DHHS may question any billing by the Contractor if the billing is not supported by proper documentation.

14. Payment:

14.1. Payment to the Contractor will be based on allowable costs incurred by the Contractor in providing services pursuant to this contract. The Contractor shall maintain documented expenditures that comply with federal cost principles and any attached budget. Expenditures must be reasonable and necessary to carry out contract requirements. The Contractor shall be responsible for any expenditures DHHS finds to be improper or unallowable, including personal expenses, and shall repay these expenditures from funds other than those provided pursuant to this contract or any other contract between DHHS and the Contractor. The Contractor consents to a follow-up audit and clawback of any state grant funds if an audit shows that such grant funds were inappropriately used. This provision will survive the expiration or termination of this contract.

14.2. DHHS shall make payments within 30 days after a correct invoice is received. All payments to the Contractor will be remitted by mail, electronic funds transfer, or the State’s purchasing card. If payment has not been made after 60 days from the date a correct invoice is received by DHHS, then interest may be added by the Contractor as prescribed in the Utah Prompt Payment Act. The acceptance by the Contractor of final payment, without a written protest filed with DHHS within 10 business days of receipt of final payment, will release DHHS and the State from all claims and all liability to the Contractor. DHHS’s payment for the services will not be deemed an acceptance of the services and is without prejudice to any and all claims that DHHS or the State may have against the Contractor. The Contractor shall not charge end users electronic payment fees of any kind.

14.3. If funding to DHHS is reduced due to an order by the legislature or the governor, or is required by State law, or if applicable federal funding is not provided to DHHS, DHHS shall reimburse the Contractor for products delivered and services performed through the date of cancellation or reduction, and DHHS shall not be liable for any future commitments, penalties, or liquidated damages.

14.4. Upon 30 days written notice, the Contractor shall reimburse DHHS for funds DHHS is required to reimburse a third party funding source resulting from the actions of the Contractor or its subcontractors.

15. Related Party Payments. The Contractor shall not make payments to Related Parties in any category of expenditure (administrative costs, capital expenditures, or program costs) without the prior written consent of DHHS. Among other items, payments to Related Parties include: salaries, wages, compensation under employment or service contracts, or payments under purchase, lease, or rental contracts. Payments made by the Contractor to Related Parties without prior written consent may be disallowed and require repayment to DHHS. “Related Parties” means (a) any person related to the vendor’s representative by blood or marriage including, but not limited to, father, mother, husband, wife, son, daughter, sister, brother, grandfather, grandmother, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law, uncle, aunt, nephew, niece, grandson, granddaughter, or first cousin; and (b) all business associates of the vendor: (i) who are partners, directors, or officers in the same business entity as the vendor; (ii) who have authority to make decisions or establish policies in the same business entity as the vendor; or (iii) who directly or indirectly own 10% or more in the same business entity as the vendor.

16. Repayment: Upon written request by DHHS, any overpayments, disallowed expenditures, excess payments, or questioned costs will be immediately due and payable by the Contractor. In the alternative, DHHS may withhold any or all subsequent payments pursuant to this contract until DHHS fully recoups these funds. In such cases, the Contractor shall not reduce the level of services required by this contract.

17. Excessive Expenditures: DHHS may question any amounts in excess of the total amount budgeted in either administrative costs or capital expenditures and may require the Contractor to refund the excesses to DHHS. Amounts in excess of the total amount budgeted in program costs will not normally result in questioned costs unless DHHS has placed restrictions on subcategories within this major category. If this contract restricts expenditures within defined subcategories, DHHS will consider any unapproved excesses to be a questioned cost.

18. Nonappropriation of Funds, Reduction of Funds, or Changes in Law: Upon written notice delivered to the Contractor, DHHS may immediately terminate this contract in whole or in part, or proportionately reduce the services and the amounts due, if DHHS reasonably determines that: (i) a change in federal or State legislation or applicable laws materially affects the ability of either party to perform under the terms of this contract; or (ii) a change in appropriations, available funds, or budgets affects DHHS’s ability to pay under this contract. A change of available funds as used in this paragraph includes, but is not limited to, a change in federal or State funding, whether as a result of a legislative act or by order of the President or the Governor. If a written notice is delivered under this section, DHHS shall reimburse the Contractor for the services properly ordered until the effective date of said notice. DHHS will not be liable for any performance, commitments, penalties, or liquidated damages that accrue after the effective date of said written notice.

19. Cost Accounting System: The Contractor shall maintain an accounting system that provides a general ledger and cost accounting records adequate to assure that costs incurred are reasonable, allowable, allocable to contract objectives, and separate from costs associated with other business activities of the Contractor. The Contractor shall ensure that its accounting system meets required reporting requirements and timely development of cost data in the required form.

20. Insurance

20.1. The Contractor shall at all times carry and maintain commercial general liability (“CGL”) insurance from an insurance company authorized to do business in the State. The limits of the CGL insurance policy must be no less than $1,000,000 per occurrence and $3,000,000 aggregate.

20.2. If the Contractor will use a vehicle in the performance of this contract, the Contractor shall at all times carry and maintain commercial automobile liability (“CAL”) insurance from an insurance company authorized to do business in the State. The CAL insurance policy must cover bodily injury and property damage liability and be applicable to all vehicles used in the performance of this contract whether owned, non-owned, leased, or hired. The minimum liability limit must be at least $1,000,000 per occurrence, combined single limit.

20.3. The Contractor shall provide proof of the CGL insurance policy and other required insurance policies to DHHS within 30 days of contract award. The Contractor shall add the State on the certificate of insurance with notice of cancellation.

20.4. Failure to provide proof of insurance as required will be deemed a material breach of this contract. The Contractor’s failure to maintain this insurance requirement for the term of this contract will be grounds for immediate termination of this contract.

21. Suspension of Work: DHHS shall give the Contractor written notice should DHHS suspend the Contractor’s responsibilities under this contract. The Contractor’s responsibilities may be reinstated upon advance written notice from DHHS.

22. Indemnification:

22.1. If the Contractor is a governmental entity, the parties mutually agree that each party assumes liability for the negligent and wrongful acts committed by its own agents, officials, or employees, regardless of the source of funding for this contract. Neither party waives any rights or defenses otherwise available under the Governmental Immunity Act.

22.2. If the Contractor is a non-governmental entity, the Contractor shall be fully liable for the actions of its agents, employees, officers, partners, and subcontractors. The Contractor shall fully indemnify, defend, and save harmless DHHS and the State from all claims, losses, suits, actions, damages, and costs of every name and description arising out of the Contractor’s performance of this contract caused by any intentional act or negligence of the Contractor, its agents, employees, officers, partners, or subcontractors, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss, or damage arising hereunder due to the sole fault of DHHS. The Contractor is solely responsible for all payments owed to any subcontractor arising from the Contractor's performance under this contract and will hold DHHS harmless from any such payments owed to the subcontractor. This provision survives the expiration or termination of this contract.

22.3. The parties agree that if there are any limitations of the Contractor’s liability, including a limitation of liability clause for anyone for whom the Contractor is responsible, such limitations of liability will not apply to injuries to persons, including death, or to damages to property.

23. Intellectual Property Indemnification: The Contractor shall indemnify and hold DHHS and the State harmless from and against any and all damages, expenses (including reasonable legal fees), claims, judgments, liabilities, and costs in any action or claim brought against DHHS or the State for infringement of a third party’s copyright, trademark, trade secret, or other proprietary right. The parties agree that if there are any limitations of the Contractor’s liability, such limitations of liability will not apply to this section.

24. No Subrogation or Contribution: The Contractor has no right of subrogation or contribution from the State or DHHS for any judgment rendered against the Contractor.

25. Debarment: DHHS may immediately terminate this contract if DHHS determines that the Contractor has been debarred, suspended, or otherwise lawfully excluded from participating in any contract issued by a governmental entity, including but not limited to, being determined ineligible as a subcontractor of any governmental entity. The Contractor certifies that it is not currently suspended, debarred, or otherwise prohibited to enter this contract. The Contractor shall immediately notify DHHS if the Contractor becomes suspended, debarred, or otherwise ineligible for this or any other contract issued by a governmental entity.

26. Termination and Default:

26.1. Termination for Convenience. DHHS may terminate this contract without cause, upon 30 days written notice to the Contractor. If the Contractor terminates this contract without cause, DHHS may treat the Contractor's action as a default under this contract.

26.2. Termination for Cause. Each party may terminate this contract with cause. If the cause for termination is due to the default of a party, the non-defaulting party shall give written notice to the defaulting party of its intent to terminate. The defaulting party may cure the default within 10 days of the notice. If the default is not cured within the 10 days, the party giving notice may terminate this contract 40 days from the date of the initial notice of default or at a later date. Time allowed for cure will not diminish or eliminate the Contractor's liability for damages.

26.3. Miscellaneous Grounds for Termination. In addition to other grounds for termination, DHHS may immediately terminate this contract if DHHS receives a notice of a lien against the Contractor’s payments or if the Contractor becomes debarred, becomes insolvent, files for bankruptcy or reorganization proceedings, is subject to an IRS levy, sells 30% or more of the company's assets or corporate stock, or gives notice of its inability to perform its obligations under this contract. The Contractor shall provide DHHS with proof of financial viability upon request.

26.4. Payment After Termination. DHHS shall pay the Contractor for the services properly performed under this contract up to the effective date of the notice of termination. The Contractor agrees that in the event of termination, the Contractor’s sole remedy and monetary recovery from DHHS or the State is limited to full payment for all services properly performed as authorized under this contract up to the date of termination, as well as any reasonable monies owed as a result of the Contractor having to terminate other contracts necessarily and appropriately entered into by the Contractor pursuant to this contract.

26.5. Default. Any of the following events will constitute cause for DHHS to declare the Contractor in default of this contract: (i) the Contractor’s non-performance of its contractual requirements and obligations under this contract; or (ii) the Contractor’s material breach of any term or condition of this contract. If the Contractor defaults in any manner in the performance of any obligation under this contract, or if audit exceptions are identified, DHHS may either adjust the amount of payment or withhold payment until satisfactory resolution of the default or exception. Default and audit exceptions for which payment may be adjusted or withheld include disallowed expenditures of federal or State funds as a result of the Contractor's failure to comply with federal regulations or State rules. In addition, DHHS may withhold amounts due the Contractor under this contract, any other current contract between DHHS and the Contractor, or any future payments due the Contractor to recover the funds. DHHS shall notify the Contractor of DHHS's action in adjusting the amount of payment or withholding payment. This contract is executory until such repayment is made.

27. Remedies: In addition to terminating this contract upon default or breach of the Contractor, DHHS may do one or more of the following: (i) exercise any remedy provided by law or equity; (ii) impose liquidated damages; (iii) debar or suspend the Contractor from receiving future contracts from DHHS or the State; and (iv) demand a full refund of any payment DHHS has made to the Contractor for services that do not conform to this contract.

28. Reviews: DHHS may perform plan checks or reviews and require changes when needed. Such reviews do not waive the requirement of the Contractor to meet all of the terms and conditions of this contract.

29. Performance Evaluation and Remediation: DHHS may conduct a performance evaluation of the Contractor’s services, including the Contractor’s subcontractors. DHHS may make the results of any evaluation available to the Contractor. DHHS may make scheduled and announced visits. The Contractor shall allow DHHS monitors and auditors to have access to any records related to this contract. The Contractor shall cooperate with all monitoring and audits. DHHS may require remediation. The Contractor shall comply with any remediation plan required by DHHS. The Contractor’s failure to comply with a DHHS remediation plan will be deemed a material breach of this contract.

30. Public Information: The Contractor agrees that this contract is a public document and may be posted on the DHHS website. Related purchase orders, pricing documents, and invoices will also be public documents and may be available for public and private distribution in accordance with the State’s Government Records Access and Management Act (“GRAMA”). DHHS and the State are not obligated to inform the Contractor of any GRAMA requests.

31. Publicity: The Contractor shall not advertise or publicize matters relating to this contract, or publicly use DHHS’s name, without the prior written approval of DHHS. The Contractor shall impose this restriction on its subawardees and subcontractors, and shall require subawardees and subcontractors to impose this restriction on each lower tier of subawardees and subcontractors.

32. Information Ownership: Except for confidential medical records held by direct care providers, DHHS shall own exclusive title to all information gathered, reports developed, and conclusions reached in performance of this contract. The Contractor shall not use or disclose, except in meeting its obligations under this contract, information gathered, reports developed, or conclusions reached in performance of this contract without prior written consent from DHHS. DHHS will own and retain unlimited rights to use, disclose, or duplicate all information and data (copyrighted or otherwise) developed, derived, documented, stored, or furnished by the Contractor under this contract. The Contractor shall not use confidential federal, state, or local government information without prior written consent from DHHS, and shall bind any subcontractor to the same requirement.

33. Information Practices: The Contractor shall establish, maintain, and practice information procedures and controls that comply with federal and State law including, as applicable, Utah Code Title 26B and the privacy and security standards promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) & the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”). DHHS may require the Contractor to enter into a business associate contract if applicable. The Contractor shall receive or request from DHHS only information about an individual that is necessary to the Contractor's performance of its duties and functions. The Contractor shall use the information only for purposes of this contract.

34. Secure Protection and Handling of State Data:

34.1. If the Contractor is given access to or will be storing State Data as part of this contract, the protection of State Data must be an integral part of the business activities of the Contractor to ensure that there is no inappropriate or unauthorized use of State Data. The Contractor shall safeguard the confidentiality, integrity, and availability of the State Data. The Contractor agrees to not copy, reproduce, sell, assign, license, market, transfer, or otherwise dispose of, give, or disclose such information to third parties or use such information for any purpose whatsoever other than the performance of this contract. The improper use or disclosure of confidential information is strictly prohibited.

34.2. Any and all transmission or exchange of State Data must take place via secure means. The Contractor shall create, store, and maintain any State Data on secure or encrypted computing devices or portable storage mediums. The Contractor agrees to protect and maintain the security of State Data with security measures including, but not limited to, maintaining secure environments that are patched and up to date with all appropriate security updates, network firewall provisioning, and intrusion detection. The Contractor agrees that any computing device or portable medium that has access to DHHS’s network or stores any non-public State Data is equipped with strong and secure password protection.

34.3. The Contractor shall: (i) limit disclosure of any State Data to Authorized Persons who have a need to know such information in connection with the current or contemplated business relationship between the parties to which this contract relates, and only for that purpose; (ii) advise its Authorized Persons of the proprietary nature of the State Data and of the obligations set forth in this contract and require Authorized Persons to keep the State Data confidential; (iii) keep all State Data strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (iv) not disclose any State Data received by it to any third parties, except as permitted by this contract or otherwise agreed to in writing by DHHS.

34.4. The Contractor shall promptly notify DHHS of any misuse or misappropriation of State Data that comes to the Contractor’s attention. The Contractor shall be responsible for any breach of this duty of confidentiality by any of its officers, agents, employees, subcontractors at any tier, and any of its respective representatives, including any required remedies or notifications under applicable law (Utah Code §§ 13- 44-101 through 301). This duty of confidentiality is ongoing and survives the term of this contract. Notwithstanding the foregoing, if there is a discrepancy between a signed business associate contract and this provision, the business associate contract language will take precedence.

35. Artificial Intelligence: The Contractor shall not use State Data in any generative artificial intelligence (“GAI”) queries, training, or program creation without prior written permission from DHHS. The Contractor attests that its GAI models use only properly licensed material. The Contractor shall fully indemnify and hold DHHS harmless from all claims, loss, or damages related to the Contractor’s use of GAI. Should the Contractor learn that State Data has been used in GAI queries without DHHS permission, the Contractor shall immediately notify DHHS. The Contractor shall inform DHHS of any GAI in the Goods or Services being contracted for prior to providing those Goods or Services to DHHS. The Contractor shall include annotations sufficient to comply with DTS Policy 4000-0008 (Generative AI Policy) when utilizing GAI in the creation of Goods and Services with the potential to impact DHHS intellectual property rights.

36. Ownership, Protection, and Return of Documents and Data upon Contract Termination or Completion: Except for records that must be retained for a longer period under section 40.2 and for confidential medical records held by direct care providers, all documents and data pertaining to work required by this contract will be the property of DHHS, and must be returned to DHHS or disposed of within 30 days after termination or expiration of this contract, regardless of the reason for contract termination, and without restriction or limitation to future use. If such return or destruction is not feasible, the Contractor shall notify DHHS. The Contractor shall extend any protections, limitation, and restrictions of this contract to any information retained after the termination of this contract and shall limit further uses and disclosures to those purposes that make the return or destruction of the data infeasible. Any disposal of State Data must be disposed of in such a manner that it cannot be recovered or recreated. Notwithstanding the foregoing, if there is a discrepancy between a signed business associate contract and this provision, the business associate contract language will take precedence.

37. Intellectual Property Ownership: DHHS and the Contractor recognize that each has no right, title, or interest, proprietary or otherwise in the intellectual property owned or licensed by the other, unless agreed upon by the parties in writing. All deliverables, documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by the Contractor prior to the execution of this contract, but specifically created or manufactured under this contract, is considered work made for hire, and the Contractor shall transfer any ownership claim to DHHS.

38. Equipment Purchase: Unless specifically approved under the terms of this contract, the Contractor shall obtain prior written DHHS approval before purchasing any equipment, as defined in the Uniform Guidance, with contract funds.

39. Standard of Care: The services of the Contractor and its subcontractors must be performed in accordance with the standard of care exercised by licensed members of their respective professions having substantial experience providing similar services, which similarities include the type, magnitude, and complexity of the services that are the subject of this contract. The Contractor shall be liable to DHHS and the State for claims, liabilities, additional burdens, penalties, damages, or third party claims, to the extent caused by wrongful acts, errors, or omissions that do not meet this standard of care.

40. Record Keeping, Audits, and Inspections:

40.1. For financial reporting, the Contractor shall comply with the Uniform Guidance and Generally Accepted Accounting Principles (“GAAP”).

40.2. The Contractor shall maintain or supervise the maintenance of all records necessary to properly account for the Contractor’s performance and the payments made by DHHS to the Contractor under this contract. The Contractor shall maintain all supporting documents, financial and statistical records, and other records related to this contract and the federal award for six years from the date of submission of the final expenditure report or, for federal awards that are renewed quarterly or annually, from the date of submission of the quarterly or annual financial report as reported to DHHS, with the exception of those situations identified in 2 C.F.R. §200.333. DHHS shall have access to these records for as long as the records exist. This provision survives the expiration or termination of this contract. The Contractor shall allow, at no additional cost, the State, federal auditors, and DHHS’s staff, access to all such records. The Contractor shall retain these records as required by GAAP, federal or state law, or specific program requirements, whichever is longer.

40.3. The Contractor shall retain all records which relate to disputes, litigation, audits, and claim settlements arising from contract performance or cost or expense exceptions, until all disputes, litigation, audits, claims, or exceptions are resolved.

40.4. The Contractor shall comply with federal and state regulations concerning cost principles, audit requirements, and contract administration requirements, including, but not limited to, the Uniform Guidance. Unless specifically exempted in the scope of work, the Contractor shall comply with applicable federal cost principles and contract administration requirements if State funds are received. Counties, cities, towns, and school districts are subject to the State Legal Compliance Audit Guide. The Contractor shall send copies of required reports to dhhsfinancialreports@utah.gov.

41. Employment Practices: The Contractor shall abide by the following employment laws, as applicable and as amended: Title VI and VII of the Civil Rights Act of 1964 (42 U.S.C. § 2000e et seq.) which prohibits discrimination against any employee or applicant for employment or any applicant or recipient of Services, on the basis of race, religion, color, or national origin; 45 C.F.R. § 90 and 29 C.F.R. Part 1625 which prohibits discrimination on the basis of age; Section 504 of the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990, which prohibits discrimination on the basis of disabilities; Utah Executive Order No. 2006-0012, dated December 13, 2006, which prohibits unlawful harassment in the workplace; Utah Code § 26B-7-503, Utah Indoor Clean Air Act which prohibits smoking in enclosed public places; 41 C.F.R. Part 60, which prohibits discrimination on the basis of sex, and Executive Order 11375, which implements those regulations for federal contractors; 45 C.F.R. Part 83, which prohibits the extension of federal support to any entity that discriminates on the basis of sex in the admission of individuals to its health manpower and nurse training programs; 40 U.S.C. § 3701 et seq., as supplemented by Department of Labor regulations (29 C.F.R. Part 5), Contract Work Hours and Safety Standards Act, for contracts that involve the employment of mechanics or laborers; Utah Code § 34A-5, the Utah Antidiscrimination Act; and Utah Code § 34A-11, the Genetic Testing Restrictions on Employment Act. The Contractor further agrees to abide by any other laws, regulations, or orders that prohibit the discrimination of any kind of any of the Contractor’s employees or persons served.

42. Federal Requirements: The Contractor shall abide by the following federal statutes, regulations, and requirements, as applicable and as amended: 2 C.F.R. § 200.327 (Contract Provisions); 2 C.F.R. § 200.322 (Domestic preferences for procurements); 2 C.F.R. § 200.323(Recovered Materials) and 42 U.S.C. § 6962 (Section 6002 of the Solid Waste Disposal Act); 31 U.S.C. § 1352 (Byrd Anti-Lobbying); 45 C.F.R. Part 75 (HHS Awards); P.L. 109-282 as amended (FFATA); 31 U.S.C. § 3729 et seq. and Chapter 38 (False Claims Act); P.L. 109-171 (Deficit Reduction Act of 2005); 42 U.S.C. § 289 et seq. (Institutional Review Boards); 45 C.F.R. Part 46 (Human Subjects); 21 C.F.R. Parts 50 & 56 (FDA Human Subjects/IRB); 42 U.S.C. § 290dd-2 and 42 C.F.R. Part 2 (Substance Use Confidentiality, including the 2024 Final Rule updates); 42 U.S.C. § 241(d) and 42 C.F.R. Part 2a (Certificates of Confidentiality); 42 C.F.R. Part 50, Subparts B & C (Sterilizations/Abortions); 42 C.F.R. Part 93 (Research Misconduct, updated 2026); and the current NIH Guidelines for Research Involving Recombinant or Synthetic Nucleic Acid Molecules; 42 U.S.C. § 2000d et seq. & 45 C.F.R. Part 80 (Title VI); 20 U.S.C. § 1681 et seq. & 45 C.F.R. Part 86 (Title IX); 42 U.S.C. § 6101 et seq. & 45 C.F.R. Part 91 (Age Discrimination); 42 U.S.C. § 12101 et seq. & 28 C.F.R. Parts 35 & 39 (ADA); 29 U.S.C. § 794 & 45 C.F.R. Part 84 (Section 504/Nondiscrimination, including 2024 updates); 42 U.S.C. § 10801 et seq. (Mental Illness Advocacy); 29 U.S.C. § 201 et seq. (FLSA); 29 U.S.C. § 206(d) (Equal Pay Act); 18 U.S.C. § 874 & 29 C.F.R. Part 3 (Copeland Anti-Kickback); 40 U.S.C. § 3142 & 29 C.F.R. Part 5 (Davis-Bacon); 40 U.S.C. § 3701 et seq. & 29 C.F.R. Part 5 (Contract Work Hours); 41 U.S.C. § 8101 et seq. (Drug-Free Workplace); 8 U.S.C. § 1324a (Employment Verification); 5 U.S.C. § 1501 et seq. (Hatch Act); 42 U.S.C. § 4321 et seq. & 40 C.F.R. Part 1500 et seq. (NEPA); 42 U.S.C. § 7401 et seq. (Clean Air Act); 33 U.S.C. § 1251 et seq. (Clean Water Act); 42 U.S.C. § 6322 (Energy Policy); 42 U.S.C. § 4106 (Flood Disaster Protection); 42 U.S.C. § 7181 et seq. (Pro-Children Act of 2001); 42 U.S.C. § 4728 et seq. (Merit System Standards); 37 C.F.R. § 401 et seq. (Rights to Inventions/Bayh-Dole Act); and 7 U.S.C. § 2131 et seq. (Animal Welfare). The Contractor shall include in any subcontracts termination clauses for cause and convenience, along with administrative, contractual, or legal remedies for instances where subcontractors violate or breach contract terms and provide for such sanctions and penalties as may be appropriate.

43. Incorporation of Legal Changes: References to any statute, executive order, rule, or regulation in this contract include amendments, modifications, extensions, recodifications, and successor provisions to such authority that are enacted after execution of this contract; provided, however, that the Contractor will not be required to comply with any such statute, executive order, rule, or regulation as of the date it is repealed or otherwise terminated in its entirety without a successor provision.

44. Background Screening: The Contractor and any individuals associated with the Contractor shall comply with the background screening requirements in Utah Code §26B-2-120 and Utah Administrative Code R501-14.

45. Provider Code of Conduct: If the Contractor and any individuals associated with the Contractor will be working with DHHS clients, the Contractor shall follow and enforce the DHHS Provider Code of Conduct set out in Utah Administrative Code Rule R380-80. Before allowing any employee or volunteer to work with clients, the Contractor shall: 1) provide a current copy of the DHHS Provider Code of Conduct to each employee or volunteer currently working for the Contractor and to new employees or volunteers; and 2) retain in each employee’s or volunteer's file a signed and dated statement in which that person certifies that he or she has read, understands, and will comply with the DHHS Provider Code of Conduct. Annually, the Contractor shall obtain the current DHHS Provider Code of Conduct poster and display the poster where its employees and volunteers can see it.

46. Abuse Reporting: The Contractor shall comply with abuse reporting requirements in Utah Code §§ 80-2-602 and 26B-6-205.

47. Waiver: A waiver of any right, power, or privilege will not be construed as a waiver of any subsequent right, power, or privilege.

48. Legal Fees: In the event of any judicial action to enforce rights under this contract, the prevailing party will be entitled its costs and expenses, including reasonable attorney’s fees incurred in connection with such action.

49. Subawards, Subcontracts and Assignment: Except for permissible subcontracting as provided by sections 60-61 of these Terms, the Contractor shall not assign, sell, or transfer, rights or responsibilities under this contract, in whole or part, without the prior written consent of DHHS. The Contractor retains ultimate responsibility for performance of all terms, conditions, and provisions of this contract that are subcontracted or performed by a subcontractor. When subcontracting, the Contractor agrees to use written subcontracts that conform to federal and State laws. The Contractor shall request DHHS approval for any assignment at least 20 days prior to its effective date. The Contractor shall apply 2 C.F.R. § 200.321 to any subcontracts, and the Contractor shall not subcontract to any party listed on the governmentwide exclusions in the System for Award Management (“SAM”).

50. Force Majeure: Neither party will be held responsible for delay or default caused by fire, riot, acts of God, or war which is beyond the party's reasonable control. DHHS may terminate this contract after determining that the delay or default will likely prevent successful performance of this contract.

51. Severability: The invalidity or unenforceability of any provision, term, or condition of this contract will not affect the validity or enforceability of any other provision, term, or condition of this contract, which will remain in full force and effect.

52. Survival of Terms: Termination or expiration of this contract will not extinguish or prejudice DHHS’s right to enforce this contract with respect to any default or defect in the services that has not been cured.

53. Notice: Notice must be in writing and sent to dhhscontracts@utah.gov.

54. Time is of the Essence: The Contractor shall complete services by any deadline stated in this contract. For all services, time is of the essence. The Contractor shall be liable for all reasonable damages to DHHS and the State, and anyone for whom the State may be liable, as a result of the Contractor’s failure to timely perform the services required under this contract.

55. Dispute Resolution: DHHS and the Contractor shall attempt to resolve contract disputes through available administrative remedies prior to initiating any court action. Prior to either party filing a judicial proceeding, the parties agree to participate in the mediation of any dispute. DHHS, after consultation with the Contractor, may appoint an expert or panel of experts to assist in the resolution of a dispute. If DHHS appoints such an expert or panel, DHHS and the Contractor agree to cooperate in good faith in providing information and documents to the expert or panel in an effort to resolve the dispute.

56. Prohibited Discriminatory Practices: The Contractor shall not use contract funds for any prohibited discriminatory practice as defined by Utah Code § 53H-1-504.

57. Certification: As required by 2 CFR 200.415, whenever the Contractor applies for funds, requests payment, and submits financial reports regarding federal awards under this contract, the Contractor hereby certifies as follows: “I certify to the best of my knowledge and belief that the information provided herein is true, complete, and accurate. I am aware that the provision of false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil, or administrative consequences including, but not limited to violations of U.S. Code Title 18, Sections 2, 1001, 1343 and Title 31, Sections 3729-3730 and 3801-3812.”

58. Entire Contract: This contract constitutes the entire contract between the parties. It supersedes any and all other prior and contemporaneous contracts and understandings between the parties, whether oral or written.

59. Order of Precedence: The terms of this contract will be reasonably interpreted and construed to avoid any conflict among the provisions. If there is any conflict between this contract's terms, or the terms of the federal award or applicable federal regulation, the order of precedence (listed in order of descending precedence) among the terms is: (1) the terms of the federal award and any applicable federal regulations and guidance; (2) contract Signature Page(s); (3) this Attachment A; (4) DHHS scope of work; (5) Utah RHTP Program Directives; ( (6) Contractor’s project plan; (7) itemized budget; (8) any other attachments.

60. Subcontracts. The Contractor may subcontract to meet the performance requirements of this contract.

61. Subcontracting Responsibilities. When the Contractor subcontracts, the Contractor shall:

61.1. conduct at least one annual monitoring review of each subcontract;

61.2. specify in its project plan how it will monitor its subcontracts;

61.3. ensure that the subcontractor has current insurance that is adequate for the services performed;

61.4. include provisions in its subcontracts that require the subcontractor to comply with all relevant:

61.4.1. provisions of this contract;

61.4.2. procurement statutes and regulations that apply to this contract;

61.4.3. provisions identified in Utah Code § 17-77 Part 1 through Part 3.;

61.4.4. financial regulations and policies that apply;

61.4.5. provisions identified in 45 C.F.R. § 92.36, "Uniform Administrative Requirements for Grants and Cooperative contracts to State and Local Governments”;

61.4.6. record retention requirements of this contract;

61.4.7. Utah RHTP Program Directives issued by DHHS regarding the use and expenditure of RHTP federal funds received from DHHS, whether directly or indirectly, for the purpose of administering and implementing program initiatives and activities; and

61.4.8. audits required by state or federal guidelines.

62. Amendments. With the exception of the financial reporting requirements, project plan, itemized budget, and Utah RHTP Program Directives, the parties may amend this contract only by written amendment signed by the parties. The project plans, itemized budget,Utah RHTP Program Directives, and financial reporting requirements may be issued or amended as follows:

62.1. Project Plans and Itemized budget. Project plans and itemized budgets will be considered amended only after all proposed changes to the current approved project plan have been submitted in writing and DHHS has notified the Contractor in writing that it approves the changes. Upon receipt of DHHS’ approval, the Contractor shall attach a copy of both the approved changes and DHHS’ approval to the project plan and itemized budget being amended.

62.2. Financial Reporting Requirements. If federal or state financial reporting requirements change during the course of this contract, DHHS may advise the Contractor of the changes in writing.

62.3. Utah RHTP Program Directives. Utah RHTP Program Directives that are changed or added during the course of this contract are considered amendments to this contract. DHHS will provide notice of these changes.

63. Funding for the Contractor.

63.1. Funding. The Contractor's funding will be determined annually for each budget period of the contract period and may vary throughout the year and from year to year based on legislative appropriations, federal appropriations, and other relevant factors. Payments to the Contractor in any given budget period must not exceed the maximum amount of funding allocated to the Contractor for that budget period. The Contractor will be notified of its annual funding allocation. If the Contractor fails to expend the full amount of its annual funding allocation by the end of the following federal fiscal year for which the allocation was made, the unexpended portion of the allocation will lapse and the Contractor will have no further claim to it. The Contractor's receipt of its annual funding is conditioned upon the Contractor having an approved project plan and itemized budget, for the corresponding budget period on file with DHHS.