Contract ID No. ____________

PROFESSIONAL SERVICES CONTRACT

THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into and made effective on date of full execution (“Effective Date”) by and between The Harris Center for Mental Health and IDD (“The Harris Center”), a Community Center and Agency Center of the State of Texas, with offices at 9401 Southwest Freeway, Houston, Texas 77074, under the provisions of Chapter 534 of the Texas Health and Safety Code Ann., as amended, and ___________________ (“Contractor” or “Provider”), with offices at ____________________, ____________ ________, for the purpose of providing specialized services currently not available to the Harris Center through its present staff of employees. Contractor and The Harris Center collectively herein as the “Parties” and individually as “Party”.

I. RECITALS

WHEREAS, the Harris Center is a Community Center as defined in Chapter 534 of the Texas Health and Safety Code, designated Local Mental Health Authority (“LHMA”) and the Local Intellectual and Development Disability Authority (“LIDDA”) for Harris County, Texas. The Harris Center is a Certified Community Behavioral Health Clinic by the State of Texas Health and Human Services Commission (“HHSC”); and

WHEREAS, the Harris Center is committed to providing mental health and intellectual developmental disability (“IDD”) services that are customer friendly and consumer focused;

WHEREAS, Contractor desires to contract with the Harris Center to provide Agency Wide Clinical Laboratory Services, Pursuant to the Request for Proposal (“RFP”) Project No. FY26-0273;

WHEREAS, this Agreement sets forth the terms and conditions evidencing the agreement of the Parties hereto;

NOW THEREFORE, in consideration of the mutual covenants, rights, and obligations set forth herein, the benefits to be delivered therefrom, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

II. PERSONNEL

The Harris Center staff member authorized to approve billing is _____________________. The Harris Center staff member responsible for overseeing this Agreement is Kia Walker, Chief Nursing Officer.

Contract ID No. ______________

III. INDEPENDENT CONTRACTOR RELATIONSHIP BETWEEN THE PARTIES

INDEPENDENT CONTRACTOR. The relationship between the Harris Center and Contractor shall be that of an Independent Contractor. It is agreed that Contractor and Contractor’s personnel will not be considered an employee, agent, partner, joint venturer, ostensible or apparent agent, servant or borrowed servant of the Harris Center.

Contractor understands and agrees that the Harris Center:

i) Will not withhold on behalf of Contractor any sums for income tax, unemployment insurance, social security, or any other withholding;

ii) Will not give to Contractor any of the benefits given to employees of the Harris Center.

IV. OBLIGATIONS OF CONTRACTOR

1. SERVICES. The Agency Wide Clinical Laboratory Services to be provided by Contractor and the locations where such services shall be delivered, rendered or given by Contractor are set forth in Exhibit “A” as attached hereto and incorporated herein as if fully set out. Any work schedule may be altered, after due notice has been given, by either Party when necessary. Services furnished to each Consumer shall be provided in accordance with Consumer’s Plan of Care (“POC”) or Treatment Plan.

(a) The POC and or Treatment Plan shall set forth the needs of the recipient of services being served pursuant to this Agreement in a manner consistent with Texas Health and Human Services Commission (“HHSC”) standards.

(b) Consumers to be served by Contractor shall be designated by The Harris Center after reasonable advance notice to the Contractor. The Harris Center will not pay for services provided before authorization to begin services has been given by appropriate Harris Center staff.

2. QUALIFICATIONS. Contractor will comply with relevant HHSC rules and community standards, certifications, accreditations, and licenses and any other professional and educational qualifications.

3. THE HARRIS CENTER APPROVAL OF CONTRACTOR PERSONNEL. Contractor agrees not to subcontract any services until approval of such subcontractor is obtained from the Harris Center.

Any subcontractor or employees of Contractor are the direct responsibility of Contractor.

4. REPRESENTATIONS

(a) Contractor represents and warrants that it is not currently an employee of the Harris Center.

(b) Contractor agrees that it shall comply with all applicable federal and state laws, rules and regulations including Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act Of 1973, the Americans with Disabilities Act of 1990 (ADA) and the Age Discrimination in Employment Act of 1967.

(c) Contractor agrees that it shall comply with the HHSC Community Services Standards Mental Health and IDD Services as specified by the Harris Center Program Compliance Department, all applicable policies of the Harris Center, and all applicable local, state, and federal laws and regulations now in effect and that become effective during the term of this Agreement.

A copy of the HHSC Community Services Standards Mental Health and IDD Services will be provided by the Harris Center. The Contractor agrees to allow the Program Compliance Department of the Harris Center to monitor the Contractor's programs on an annual or as needed basis. The Contractor understands that compliance with the HHSC Community Services Standards Mental Health and IDD Services and the Harris Center's Program Compliance Initiative is required for maintaining a contractual relationship with the Harris Center.

(d) Contractor represents to having ability, skills and resources to provide services in accordance with the terms and requirements of this Agreement.

5. TELEMEDICINE AND TELEHEALTH MEDICAL SERVICES

If Contractor provides Telemedicine or Telehealth medical services, Contractor shall ensure that the services are implemented in accordance with written policy and procedures as approved by the Harris Center’s Chief Medical Officer that includes but is not limited to the following requirements:

(a) Clinical oversight by Contractor’s Chief Medical Officer or designated physician responsible for medical leadership;

(b) Contraindication considerations for telemedicine use;

(c) Priority in scheduling the system for clinical care of Consumers;

(d) Quality oversight and monitoring of satisfaction of the Consumers served; and

(e) Management of information and documentation for services that ensures timely access to accurate information between the two sites.

6. TRAINING. Contractor agrees to obtain and maintain training as required by the Organizational Development Department and as approved by the Harris Center. A current list of training requirements may be obtained from the HR and Organizational Development Director. Proof of all required training shall be submitted to the Organizational Development Department within thirty

(30) calendar days of contract start date. Required training may be obtained from the Harris Center; however, Contractor shall not bill the Harris Center. Failure to obtain and/or keep current required training will be deemed non-compliance and may be considered grounds for termination of this Agreement.

7. IMMIGRATION REFORM AND CONTROL ACT. Contractor agrees to maintain appropriate identification and employment eligibility documents and complete an I-9 form to meet requirements of the Immigration Reform and Control Act of 1986.

8. REQUIRED REPORTING REGARDING LICENSURE. Contractor shall report to The Harris Center any allegation that a professional licensed or certified by the State of Texas and employed by the Contractor has committed an action that constitutes grounds for the denial or revocation of the certification or license. Contractor will further report to the Harris Center if any professional has had his/her professional license revoked. If Contractor's employee has such a denial or revocation, and Contractor fails to remove such employee, then this Agreement may be terminated without prior notice.

9. REPORTS OF ABUSE AND NEGLECT

(a) Contractor must report any allegation of abuse, neglect, or exploitation of persons served under this Agreement in accordance applicable law, including federal and state laws, HHSC rules, rules of the Texas Department of Protective and Regulatory Services, and rules of the Texas Department of Health, and the Harris Center policies and procedures.

(b) Contractor agrees that the Harris Center will be notified within twenty-four (24) hours of any significant incident which involves a consumer or consumers served under the Agreement with the Harris Center. Examples of significant incidents include but are not limited to:

(1.) Death of a consumer, (2.) Intentional injury inflicted on a consumer by another consumer, (3.) Accidental injuries requiring medical care, (4.) Elopement, (5.) Missing person, (6.) Any event that may put a consumer in a position different than the everyday routine such as: fire, flood, tornado, hurricane, bomb threat, loss of heating or air conditioning during extreme weather, or other incident of sufficient severity to require moving consumers from or evacuating a facility, (7.) Any armed robbery, attempted armed robbery, or theft of any medication, or the diversion of controlled drugs by staff or consumer, shall also be reported to the local law enforcement the Harris Center, (8.) Unusual occurrences while on outings or group trips including but not limited to near drowning or being detained/arrested/jailed by police, (9.) Allegations of physical, verbal, and/or sexual abuse of an individual. Allegations of physical, verbal, and/or sexual abuse shall also be reported to the local law enforcement the Harris Center. Visible injury does not have to occur for there to be abuse. Examples of abuse include but are not limited to: hitting, kicking, biting, subjecting someone to very hot or very cold water, unauthorized or illegal use of restraints, pushing, shoving, shouting, verbal threats, use of profane language, or involuntary sexual acts.

(c) Contractor shall report any incident in writing to the Harris Center staff person named as responsible for monitoring the Agreement.

10. REQUIRED INFORMATION FOR CRIMINAL CONVICTION CHECKS

(a) Contractor shall provide to the Harris Center proof that criminal history record checks have been conducted on Contractor/subcontractor's applicants or employees, whose duties place them in direct contact with clients, pursuant to Texas Health and Safety Code, Section 533.007 and Chapter 250, the Texas Government Code, Section 411.115, and Title 26 Texas Administrative Code, Chapter 301, Subchapters B and L (relating to Criminal History Clearance of Applicants for Employment); and

(b) That if an applicant or employee of the Contractor/subcontractor has a criminal history relevant to his or her employment as described in Title 26 Texas Administrative Code, Chapter 301, Subchapters B and L (relating to Criminal History Clearance of Applicants for Employment), then the Contractor/subcontractor will take appropriate action with respect to the applicant or employee, including terminating or removing the employee from direct contact with persons with a mental health disability and or intellectual development disability served by the Contractor/subcontractor; and

(c) If Contractor's employee has such a conviction, and Contractor fails to remove such employee, then this Agreement may be terminated without prior notice.

(d) Contractor shall provide the Harris Center a letter of assurance thirty (30) days prior to any renewal year that an annual criminal background check (such as the Texas DPS criminal check) has been conducted on any contractor/subcontractor’s employees who have direct contact with consumers. Failure to provide requested information may result in suspension of contract services.

11. CONTRACTOR’S GOVERNING BODY. Contractor agrees to provide the Harris Center with a list of the members of Contractor's governing body, if applicable.

12. INVOICE REQUIREMENTS

Invoices for payment must be submitted by the fifth (5th) calendar day of the month following the month in which the services were rendered. All invoices form must be received no later than forty-five (45) calendar days after the end of the month in which services were rendered. Invoices that are received later than forty-five (45) days after the end of the month in which the services were rendered will not be paid. Invoices must be submitted in the following manner:

(a) Invoice(s) must be submitted in DUPLICATE;

(b) Invoice(s) must include a purchase order number. The PO number will be forwarded to Contractor upon full execution of the Agreement.

(c) Send original invoice(s) by email to the Harris Center staff member authorized to approve billing kia.walker@theharriscenter.org and a second copy by email to Accounts Payable at AP@TheHarrisCenter.org.

13. CONTRACTUAL ABEYANCE OR BAR AND DISCLOSURE

Contractor certifies that the Contractor and all Subcontractors are not held in abeyance or barred from an award of federal or state contracts at the time of executing this Agreement. Contractor mailto:kia.walker@theharriscenter.org mailto:AP@TheHarrisCenter.org must notify the Harris Center if Contractor is now or later held in abeyance or barred from an award of a federal or state contract during the term of this Agreement.

V. RECORDS, CONFIDENTIALITY AND ACCESS

1. DISCLOSURE UNDER THE PUBLIC INFORMATION ACT

The Harris Center is an Agency of the State and a unit of government and is subject to the Texas Open Record Act, Chapter 552 of the Texas Government Code. The Harris Center operating under the Public Information Act is required upon written request to release information regarding Contractor which may include Contractor information or other documents. Information deemed confidential and proprietary by Contractor must be clearly indicated as such and may still be subject to disclosure depending on a ruling from the Texas Attorney General’s Office. Contractor shall be solely responsible for the contesting or defending the release of any information it deems to be proprietary and hereby releases the Harris Center from any duty, responsibility, or liability with regard to the release of any information delivered to the Harris Center by Contractor.

2. RECEIPTS AND RECORDS

Contractor must retain all financial records, supporting documents, statistical records, and any documents pertinent to the Agreement until seven (7) years after termination of this Agreement or until any audits, in progress at the end of the seven (7) year period, are complete, whichever is later. Contractor agrees to provide the Harris Center, upon request, with original receipts for the purchase of all goods and services involving the use of the Harris Center funds as well as any other financial and/or supporting documents or statistical records.

3. CONFIDENTIALITY OF RECORDS OF INDIVIDUALS SERVED BY THIS AGREEMENT

Contractor agrees to comply with all applicable State Confidentiality laws, Health Insurance Portability and Accountability Act regulations including the Business Associate Attachment (Exhibit), if applicable to services provided, incorporated by reference to this Agreement.

In accordance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Privacy and Security Rules (45 C.F.R. Parts 160 and 164) and HITECH ACT (Public Law 111-5), Tex. Health and Safety Code (Chapter 181 and 611), and Confidentiality of Substance Use Disorder Patient Records (42 CFR Chapter 1, Subchapter A, Part 2) as outlined below:

(a) Contractor agrees and acknowledges that in receiving, storing, processing, or otherwise dealing with client information, if any, accessed or generated during services as a Contractor for the Harris Center that Contractor and its officers, employees, agents and subcontractors are bound by the provisions of laws, statutes, and regulations protecting the confidentiality of this information.

(b) Contractor agrees and acknowledges that in receiving, storing, processing or otherwise dealing with consumer information, if any, pertaining to or about a person with respect to alcohol or drug abuse, Contractor and its officers, employees and agents are bound by the provisions of 42 CFR Chapter 1, Subchapter A, Part 2.

(c) Contractor agrees to follow, undertake, or institute appropriate procedures of safeguarding client information, if any, with particular reference to client identifying information or protected health information. The term “client identifying information” and/or “protected health information” includes, but is not limited to, a client’s medical record, graphs, or charts; statements made by the client, either orally or in writing, while receiving services; photographs, videotapes, etc., and any acknowledgment that a person is or has received services at the facility, center, or other designated Contractor.

(d) Contractor agrees to resist in judicial proceedings any efforts to obtain access to information pertaining to clients except as expressly stated in applicable laws, rules and regulations. Contractor agrees to inform the Harris Center of any attempts to gain access to information pertaining to clients.

(e) Contractor agrees to report to the Harris Center any use or disclosure of protected health information not provided for by this agreement of which it becomes aware.

As well as to mitigate, to the extent practicable, any harmful effect that it is aware of that results from a use or disclosure of protected health information by it in violation of the requirements of this Agreement.

(f) Contractor agrees to make available to the Secretary of the Department of Health and Human Services or its designee its internal practices, books, and records and policies and procedures or those of the Harris Center used by Contractor related to the use and disclosure of protected health information for the purpose of determining Contractor’s compliance with the Privacy Rule.

(g) Contractor agrees to maintain documentation of and information related to its uses and disclosures of protected health information to permit the Harris Center to provide an accounting of disclosures as prescribed by 45 CFR §164.528.

(h) Contractor acknowledges that the Harris Center is not permitted to enter into any agreement with a Contractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information, on behalf of the Harris Center without requiring that Contractor to first execute the Subcontractor Agreement Form (Exhibit), which ensures that the Contractor (Subcontractor) will comply with the identical terms, conditions, safeguards and restrictions as contained in the Data Use Agreement for PHI executed between the Harris Center and HHSC. A copy of the executed DUA is available upon request.

4. CONTRACTOR MONITORING AND ACCESS.

(a) Contractor agrees, pursuant to Texas Health and Safety Code, Section 534.061(a) that the

Harris Center and its representatives, including independent financial auditors, shall have unrestricted access to all facilities, service providers, records, data, and other information under the control of the contracting entity or its Contractors/subcontractors as necessary to enable the HHSC or the Harris Center to audit, monitor, and review all financial or programmatic activities and services associated with this Agreement.

(b) The Harris Center is responsible for routine monitoring of this Agreement to ensure compliance with the terms of this Agreement and to ensure that outcomes are appropriately managed. Upon no less than ten (10) days prior written notice by the Harris Center, Contractor shall participate in an audit, which may include on-site inspection of current records conducted by a representative of Harris Center to verify that Contractor is complying with the Harris Center standards. Contractor shall furnish such current administrative policies and procedures, data and/or documentation as the Harris Center may reasonably request. In the event deficits are found, the Harris Center reserves the right to re-audit Contractor’s site to ensure remedial efforts for improvement have been implemented. Following on-site audits, Harris Center will deliver to the Contractor a list of comments with regard to the manner in which services are being provided. Failure to provide a plan of improvement, and correction (or justification for lack of action) within a reasonable time as specified by the Harris Center may result in sanctions. Additionally, at a minimum in compliance with Chapter 301 of Tex. Admin. Code §301.23 and Chapter 2 of the Tex. Health and Safety Code Rule 2.57 the Harris Center shall monitor, as necessary as follows:

1. Contractor’s compliance with the Agreement and evaluate the Contractor’s provision of Services, including:

i. competency of the Contractor to provide care;

ii. Consumers' access to services;

iii. safety of the environment in which services are provided;

iv. Continuity of Care;

v. compliance with the performance expectations (referenced in

§301.13 of the Tex. Admin. Code (relating to Provisions for Community Services Contracts);

vi. satisfaction of Consumers and family members with services provided; and

vii. Utilization of resources.

5. STATE AUDIT

In compliance with Section 2262.154, Texas Government Code, as amended by House Bill 905 of the 79th Regular Session of the Texas Legislature, effective on June 18, 2005, and hereinafter amended; the Harris Center and the Contractor do hereby agree that:

(a) The Comptroller’s office may conduct an audit or investigation of any entity receiving funds from the state directly under the Agreement or indirectly through a subcontract under the Agreement;

(b) Acceptance of funds directly under the Agreement or indirectly through a subcontract under the Agreement acts as acceptance of the authority of the Texas State Auditor’s Office (SAO), under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds; and

(c) Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the SAO must provide the state auditor with access to any information the state auditor considers relevant to the audit or investigation.

6. ACCESS TO BOOKS AND RECORDS OF SUBCONTRACTOR FOR MEDICARE OR MEDICAID

If it shall be determined or asserted that this Agreement is a contract between a provider and a subcontractor within the meaning of 42 C.F.R. 420.300-420.304, as amended, or any rules, regulations, or judicial or administrative interpretations or decisions promulgated or made pursuant thereto, then Contractor hereby agrees that:

(a) Until the expiration of four (4) years after furnishing of any service pursuant to this Agreement, Contractor shall provide, upon written request by the Secretary of the Department of Health and Human Services (the "Secretary"), the Comptroller General of the States (the "Comptroller General"), or any of their duly authorized representatives, this Agreement, and books, documents and records that are necessary to certify the nature and extent of any costs incurred by the Harris Center with respect to this Agreement, and the services provided pursuant hereto; and

(b) If Contractor subcontracts any part of this Agreement that has a value or cost of $10,000 or more over a (12) month period, the subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization or individual shall make available, upon written request by the Secretary, the Comptroller General, or any of their duly authorized representatives, the subcontract, and such books, documents, and records of such organization or individual that are necessary to verify the nature and extent of the costs incurred with respect to such subcontract and the services provided pursuant thereto.

VI. INDEMNIFICATION

Contractor hereby agrees to indemnify and hold harmless The Harris Center and all of its Directors, Officers, Employees and Agents from all suits, actions, claims or cost of any character, type or description brought or made on account of any injuries, death or damage received or sustained by any person or persons or property, including but not limited to clients, arising out of or occasioned by any acts or negligence of Contractor or Contractor’s personnel, if any, or its agents or employees whether occurring during the performance of the services hereunder or in the execution of the performance of any of its duties pursuant to this Agreement.

VII. OBLIGATIONS OF THE HARRIS CENTER

1. PAYMENT

(a) In consideration of the obligations undertaken by Contractor, The Harris Center agrees to pay Contractor in accordance with the fee schedule attached as Exhibits A, in an amount not to exceed TO BE DETERMINED Dollars ($________.00) for the Harris Center fiscal year 2027.

(b) Payment amount will be based on a monthly invoice, which shall reflect a detailed description of services provided by the Contractor and as approved by the Harris Center employee authorized to approve billing(s) as set forth above. Payment shall be made by check or electronic payment forty-five (45) days after receipt of goods, services, or invoice, whichever is latest.

Payment may be delayed, adjusted or withheld, where a deficiency is noted in goods, services, or invoices received. The Harris Center retains the right to offset payments for prior invoices that were paid and later found to be deficient in any manner.

(c) This Agreement is at all times contingent upon the approval of The Harris Center’s Board of Trustees availability and receipt of state or federal funds. If funds for this Agreement become unavailable during the contract term, this Agreement may be immediately terminated or reduced at the discretion of The Harris Center.

2. FRANCHISE TAX. If Contractor is a corporation and is at the time of contracting or later becomes delinquent in the payment of its Texas franchise tax, then payments to the Contractor due under this Agreement may be withheld until such delinquency is remedied.

3. CONTRACT RATE CHANGE. If Contractor’s contracted rates change during the period of the Agreement, the Contractor will be notified in writing and the Agreement will be amended to reflect such changes.

4. OVERPAYMENT. IN THE EVENT CONTRACTOR RECEIVES OVERPAYMENT FOR SERVICES

PROVIDED. CONTRACTOR AND THE HARRIS CENTER AUTHORITY MUTUALLY AGREE THAT SUCH

IDENTIFIED OVERPAYMENT WILL BE DEDUCTED IN TOTAL FROM THE NEXT MONTH’S

REIMBURSEMENT UNLESS OTHERWISE AGREED UPON IN WRITING BY THE HARRIS CENTER.

VIII. INSURANCE

(1) POLICIES, COVERAGES, AND ENDORSEMENTS

Contractor agrees to maintain, or to cause its personnel providing services under this Agreement to maintain, at its sole cost and expense or the cost and expense of its personnel, the following insurance policies, with specified coverage and limits, as required by the Harris Center at the time of executing the Agreement, to protect and insure the Harris Center and Contractor against any claim for damages arising in connection with Contractor’s responsibilities or the responsibilities of Contractor's personnel under this Agreement and all extensions and amendments thereto.

The limits represent the minimum required coverage limits for this type of contract but if either Party later determines that an increase in coverage is required, the Parties agree to provide written notice to the other Party to request a revised Certificate of Insurance.

(a) Commercial General Liability

General Aggregate $2,000,000 Each Occurrence $1,000,000

(b) Professional Liability

General Aggregate $3,000,000 Each Occurrence $1,000,000

(c) Business Automobile if transporting our consumers.

Combined Single Limit Bodily Injury and $1,000,000 Property Damage

(d) Workers’ Compensation & Employers’ Liability if applicable

Medical & Indemnity Statutory Requirements Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Each Employee Bodily Injury by Disease $500,000 Policy Limit

(2) INSURED PARTIES

All policies excluding professional liability, employer’s liability and worker’s compensation shall contain a provision naming The Harris Center as Additional Insured on the original policy and all renewals or replacements during the term of this Agreement.

(3) SUBROGATION

All policies must contain a Waiver of Subrogation endorsement to the effect that the issuer waives any claim or right in the nature of subrogation to recover against The Harris Center, its officers, agents or employees.

(4) PRIMARY AND NON-CONTRIBUTORY WORDING

All policies will provide the Primary and Non-Contributory Wording. This wording will be included on the Certificate of Liability Insurance.

(5) PROOF OF INSURANCE

The policies, coverage and endorsements required by this provision shall be shown on a Certificate of Insurance on which The Harris Center must be listed as an Additional Insured Party (excluding professional liability or employer’s liability) and the Certificate Holder and which should be furnished to The Harris Center prior to the commencement of this Agreement. All such insurance shall be secured and maintained with an insurance company, or companies, licensed to do business in the State of Texas. The Harris Center may withhold payments under the terms of this Agreement until the Contractor furnishes the Harris Center copies of all Certificates of Insurance from the insurance carrier, or carriers, showing that such insurance is in full force and effect.

(6) CANCELLATION

New Certificates of Insurance shall be furnished to the Harris Center at the renewal date of all policies named on these Certificates. Contractor shall give the Harris Center thirty (30) days prior written notice of any proposed cancellation of any of the above described insurance policies.

IX. NOTICES

Any required notice shall be in writing and shall be sent, postage prepaid, by certified mail, return receipt requested, to Harris Center or Contractor at the address below. The notice shall be effective on the date of delivery indicated on the return receipt.

If to the Harris Center: With a copy to:

Chief Executive Officer Assistant General Counsel, Contract Services The Harris Center for MH and IDD The Harris Center for MH and IDD PO Box 25381 PO Box 25381 Houston, Texas 77265-5381 Houston, Texas 77265-5381

If to Contractor:

Name Title

X. TERM AND TERMINATION

(1) TERM. This Agreement is made effective from date of full execution until August 31, 2027, the end of the Harris Center’s fiscal year. In the event the Harris Center and Contractor are still negotiating, preparing, and/or reviewing the services or Contractor for renewal on the August 31, 2027 termination date, this Agreement shall automatically extend for ninety (90) days or until such time as a renewal agreement is approved by the Harris Center’s Board of Trustees whichever comes first.

(2) IMMEDIATE TERMINATION. The Harris Center may terminate this Agreement immediately if: The Harris Center does not receive the funding to pay for designated services under this Agreement from the Texas Legislature;

(a) The Harris Center has cause to believe that termination of the Agreement is in the best interests of the health and safety of the mentally disabled persons served under this Agreement, if applicable;

(b) Contractor has become ineligible to receive Harris Center funds;

(c) Contractor has its Texas license or certification suspended or revoked; if applicable

(d) In the case of the Contractor providing direct services to clients, failure to disclose a criminal conviction;

(e) If the Contractor submits falsified documents or fraudulent billings, or if the Contractor makes false statements.

(f) If the Contractor is noncompliant pursuant to Access, Program Standards, Insurance and/or Financial requirements of this Agreement.

(3) TERMINATION UPON DEFAULT. Either Party may terminate this Agreement after sixty (60) days written notice if the other Party is in default of any of the provisions herein and/or any of the provisions in the bid forms or specifications, which are attached hereto and incorporated herein by reference as if set out in full. Such termination shall be ineffective if within said sixty (60) day period Contractor cures such default to the satisfaction of the Harris Center. The Harris Center at its sole discretion may extend the period to cure the default for a reasonable time if the Harris Center determines that the Contractor has initiated action to cure the default within the sixty (60) day period. The Harris Center reserves the right to suspend services provided by the Contractor and payment for services not authorized during the sixty (60) day cure period, if at the Harris Center’s sole discretion it is determined that suspension is in the best interest of the Harris Center and/or its consumers.

(4) TERMINATION WITHOUT CAUSE. This Agreement may be terminated by either Party, without cause, after thirty (30) days written notice to the other Party.

(5) TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated by the mutual consent of both Parties after thirty (30) days written notice to the other Party.

(6) TERMINATION DUE TO BREACH OF CONFIDENTIALITY STATE AND FEDERAL RULES AND

LAWS. The Harris Center shall have the right to terminate this Agreement in the event that it becomes aware of any breach by Contractor of the Harris Center’s Privacy Policy, Procedures, and/or Practices or becomes aware that Contractor has violated a state and federal confidentiality regulations and laws.

(7) RENEWAL OPTIONS. The Harris Center at its option may renew the Agreement for up to four (4) one-year renewal options at rate fees specified in Exhibit A attached herein and incorporated by reference as if fully set out. Any subsequent term will begin September 1 and end August 31 of each successive year unless terminated as stated herein; subject to annual appropriation.

XI. MISCELLANEOUS PROVISIONS

(a) NONDISCRIMINATION. Each Party to this Agreement agrees that no person, on the basis of race, color, national origin, religion, sex, age, handicap, or political affiliation, will be excluded from participation, be denied the benefits of, or be subject to discrimination in the provision of any services hereunder. The Parties hereto agree to comply with Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Age Discrimination Act of 1975, Title IX of the Education Amendments of 1972, the Americans with Disabilities Act of 1990 and the Civil Rights Act of 1991 and all amendments to each and all requirements imposed by the regulations issued pursuant to these acts.

(b) ASSURANCE OF CONSUMER/PATIENT AND CLINICIAN CHOICE. Contractor and the Harris Center acknowledge that all consumers have the freedom to choose (and/or request referral to) any provider of services, and the Parties will advise clients of such right, subject to any valid restriction(s) imposed by participation in a managed care plan.

(c) AIDS/HIV WORKPLACE GUIDELINES. Contractor shall adopt and implement AIDS/HIV workplace guidelines similar to those adopted by HHSC, and AIDS/HIV confidentiality guidelines consistent with state and federal laws.

(d) PROHIBITED PROVISION OF GENDER TRANSITIONING OR GENDER REASSIGNMENT PROCEDURES AND TREATMENTS TO CERTAIN CHILDREN. Pursuant to the Texas Health & Safety Code §161.702, during the 88th Session of the Texas Legislative Session, a state law prohibiting use of public money for certain defined procedures and treatments was passed. Public funds may not be expended by the Harris Center on providing or facilitating gender-related procedures or treatments as prohibited by state law. Additionally, public funds may not be distributed to a Provider or Contractor that performs or facilitates prohibited procedures or treatment in Gender Transitioning Reassignment Treatment Related Care. Provider and /or Contractor hereby certifies that it nor any of its wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate at the time of during this Agreement provides or engages in such prohibited procedures including treatment related care.

(e) CHILD SUPPORT. Contractor shall certify that contractor or offeror is not more than thirty (30) days delinquent in child support payments and eligible to receive payments from state funds as required by the Texas Family Code Section 231.006. This provision also applies to a business entity in which such a person is the sole proprietor, partner, shareholder or owner with an ownership interest in at least 25%.

(f) BUSINESS ETHICS. During the course of pursuing contracts, and the course of contract performance, the Harris Center will maintain business ethics standards aimed at avoiding real or apparent impropriety, abuse, fraud, waste, or conflicts of interest. No substantial gifts, entertainment, payments, loans or other considerations beyond that which would be collectively categorized as incidental shall be made to any employees or officials of Contractor by the Harris Center employees, directors, officers and agents. At any time Contractor believes there may have been a violation of this obligation or any business ethics standard, Contractor shall notify the Harris Center of the possible violation.

(g) CERTIFICATION OF NON-VIOLATION. Under Texas Government Code §2261.053, Contractor certifies that Contractor has not been convicted of violating federal law in connection with contracts relating to relief, recovery, or reconstruction as a result of Hurricane Rita, Hurricane Katrina, or any other disaster occurring after September 24, 2005.

(h) CERTIFICATE/DISCLOSURE OF INTERESTED PARTIES. Effective as of January 1, 2016, as hereinafter modified pursuant to Texas Government Code §2252.908, a governmental entity or state agency may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested Parties to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency. The law applies only to a contract of a governmental entity or state agency that either

(1) requires an action or vote by the governing body of the entity or agency before the contract may be signed or (2) has a value of at least $1 million. This applies to any the Harris Center contract with a” Not to Exceed” value of $251,000 or more. Interested Party means a person who has a controlling interest in a business entity with whom the Harris Center contracts with or who actively participates in facilitating the contract, or negotiating the terms of the contract, including a broker, intermediary, advisor, or attorney for the business entity. This provision does not apply to an institution of higher education. For more information see https://www.ethics.state.tx.us/whatsnew/elf_info_form 1295.htm.

(i) LOBBYING AND POLITICAL ACTIVITY. Contractor shall not use funds received under this Agreement to pay any person for influence or attempting to influence an officer or employee or any the Harris Center, federal or state, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any contract or grant or the extension, continuation, renewal, amendment, or modification or any contract or grant.

(j) REMEDIES. All rights, powers, and remedies granted either Party by any particular term of this Agreement are in addition to, and not in limitation of, any rights, powers, or remedies which it has under any other term of this Agreement, at common law, in equity, by statute, or otherwise, and all such rights, powers, and remedies may be exercised separately or concurrently, in such order and as often as may be deemed expedient by either Party. No delay or omission by either Party to exercise any right, power, or remedy shall impair such right, power, or remedy or be construed to be a waiver of any breach or default or an acquiescence therein. A waiver by either Party of any breach or default thereunder shall not constitute a waiver of any subsequent breach or default.

https://www.ethics.state.tx.us/whatsnew/elf_info_form%201295.htm

(k) AMENDMENT. Unless otherwise specifically provided herein, this Agreement may be amended or changed only by mutual written consent and by an authorized representative of the Harris Center and Contractor. Notwithstanding the foregoing, the Harris Center may unilaterally amend, at its sole discretion, the pooled Not to Exceed Amount (NTE) of this Agreement without the necessity of obtaining a signature from Contractor, in order to manage the Harris Center’s internal budgets and compliance with Board procedures. Contractor will be noticed by letter if and when the NTE is modified for the sole purpose of record keeping.

(l) SEVERABILITY. The invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of any other term (s) or provision (s).

(m) DISPUTE RESOLUTION. In the event a dispute arises between the Parties involving the provisions or interpretation of any term or condition of the Agreement, and if both Parties desire to attempt to resolve the dispute prior to termination or expiration of the Agreement, or withholding payments, then the Parties may refer the issue to a mutually agreeable dispute resolution process in accordance with Tex. Gov’t. Code Ann. §2260.004.

(n) FORCE MAJEURE. Neither Party shall be liable nor deemed to be in default for any delay or failure in performance under the Agreement or other interruption of service deemed resulting, directly or indirectly, from acts of God, epidemic, pandemic, Governmental authority, order, requisition or necessity of the government, or specific cause beyond the reasonable control and not attributable to the Party's neglect or nonfeasance, acts of public enemy, war, accidents, fires, explosions, hurricanes, floods, failure of transportation, strikes, or other work interruptions by either Party’s employees, or any similar cause beyond the reasonable control of either Party.

(o) EXHIBITS. All Exhibits attached hereto are incorporated herein by reference as if fully set out.

(p) ELECTRONIC OR FACSIMILE SIGNATURES AND DUPLICATE ORIGINALS. Pursuant to the requirements of the Uniform Electronic Transactions Act in Chapter 322 of the Texas Business and Commerce Code and the Federal Electronic Signatures in Global and National Commerce Act (beginning at 15 U.S.C. Section 7001), the Parties have agreed that the transactions under this Agreement may be conducted by electronic means. Pursuant to these statutes, this Agreement may not be denied legal effect or enforceability solely because it is in electronic form or because it contains an electronic signature. This Agreement may be executed in duplicate counterparts and with electronic or facsimile signatures with the same effect as if the signatures were on the same document. Each multiple original of this document shall be deemed an original, but all multiple copies together shall constitute one and the same instrument.

(q) GOVERNING LAW AND VENUE. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas, and venue shall lie in Harris County, Texas.

(r) ENTIRE AGREEMENT. This Agreement constitutes the sole and only agreement of the Parties hereto and supersedes any prior understandings, written or oral agreement between the Parties respecting the subject matter herein.

(s) NO GUARANTEE OF UTILIZATION. In the event this Agreement identifies a “Pooled” Not-to- Exceed amount for services named herein, be advised that this amount represents an aggregate Not-to-Exceed limit that applies to all service providers in the pool. CONTRACTORS ARE NOT

GUARANTEED ANY WORK ASSIGNMENT(S) OR ANY MINIMUM AMOUNT UNDER THIS CONTRACT.

[SIGNATURE PAGE TO FOLLOW}

CONTRACTOR WARRANTS AND ASSURES THE HARRIS CENTER THAT IT POSSESSES ADEQUATE

LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT. THE CONTRACTOR’S GOVERNING BODY,

WHERE APPLICABLE HAS AUTHORIZED THE SIGNATORY OFFICIAL(S) TO ENTER INTO THIS

AGREEMENT AND BIND CONTRACTOR AND REPRESENTATIVE ENTITY TO THE TERMS OF THIS

AGREEMENT AND ANY SUBSEQUENT AMENDMENTS HERETO.

CONTRACTOR NAME

Name Date

Title

THE HARRIS CENTER FOR MENTAL HEALTH AND IDD

Name Date Chief Executive Officer

Reviewer Initials ___________ and _____________

APPROVED AS TO FORM

Kendra Thomas, JD, LPC Date General Counsel

EXHIBIT A

CONTRACTOR: {---Company Name---}

CONTRACT ID: {---Contract ID---}

CONTRACT PERIOD: Date ______ – August 31, 2027 With four (4) renewal options remaining.

SERVICE: Agency Wide Clinical Laboratory and Phlebotomy Services

SERVICE DESCRIPTION: Contractor will provide Clinical Laboratory Services and

Phlebotomy Services as described in the RFP attached hereto and incorporated herein as Exhibit __. Contractor shall provide Clinical Laboratory and Phlebotomy Services at the locations described in Exhibit __ attached hereto and incorporated herein.

Phlebotomists will be used at four (4) clinics (NW, SW, SE, NE) for four (4) hour per day (8a-12n).

Contractor shall provide comprehensive clinical laboratory services, including specimen collection, testing, reporting, and related support services for patients served by the Agency. Services shall include but not limited to:

• Routine and specialized laboratory testing

• Specimen collection and processing

• Courier and transportation services for specimens

• Electronic reporting of laboratory results

PERFORMANCE

TARGETS: Laboratory tests are to be performed in a manner consistent with national accreditation standards as specified in the RFP.

Contractor is to provide testing supplies necessary for obtaining, collecting, and transporting specimens for all lab services will be supplied in full within twenty-four (24) hours of request.

All laboratory tests listed under Agency Wide Laboratory

Services Price Sheet of the RFP will require next day reporting. (no later than twenty-four (24) hours turn-around)

Transmit lab results via online access at each draw site.

All critical values shall be reported within one (1) hour.

Contractor must be able to interface with Electronic Health Record (EHR) provider as described in the RFP attached hereto as Exhibit ___.

Ongoing Support and Maintenance: Support and training requests handled as needed. Inventory tracking and easy report generation.

Contractor must maintain all identification and employment eligibility documents to maintain the requirements of the Immigration Reform Act of 1986.

RATE AND DESCRIPTION: See Agency Wide Laboratory Services Price Sheet of the RFP attached hereto as Exhibit ____.

Contractor shall be required to supply 10% of all collection material and any other related supplies per draw site as necessary for the collection of the test to include centrifuges and lock boxes at no charge.

Contractor will provide electronic submission of laboratory results per draw site at no additional cost. Equal or better functionality with regard to auto printing, reprinting, billing and external portal access.

NOT TO EXCEED: {---TO BE DETERMINED NTE Amount---}

UNIT(S) INVOLVED: {---Unit Number---} - {---G/L Codes---}

PAYMENT DOCUMENTATION: Contractor will submit invoices for services including an itemized monthly statement of services that includes date of service, patient name or identification, ordering physician, test performed, test code and net cost due by 5th working day of each month, for previous month in accordance with § 4, paragraph 8 for approval.