8-RFP Background Screening Final.pdf

REQUEST FOR PROPOSALS FOR

EMPLOYEE BACKGROUND SCREENING SERVICES FOR

HARRIS HEALTH

JOB NO. 26/0101

4800 FOURNACE PLACE

BELLAIRE, TEXAS 77401

PROPOSALS ARE DUE NO LATER THAN:

May 4, 2026 @ 2:00 P.M. CDT

Job No 26/0101 Employee Background Screening Services for Harris Health

TABLE OF CONTENTS

SECTION PAGE

1.0 Procurement Schedule 3

2.0 Scope of Work 3

2.1 Overview and Purpose 3

2.2 Contract Term and Budget 3

2.3 Current State 4

2.4 Future State 4

2.5 Itemized Scope 4

2.6 Turn-around-time 5

3.0 Minimum Requirements 5

4.0 Evaluation Criteria 5

5.0 Submittals 6

6.0 Contract Documents 7

7.0 Instructions to Proposers 8

8.0 General Requirements for Proposers 9

9.0 Special Conditions for Proposers 10

10.0 Appendix 10

Exhibit A – Sample Contract 11

1.0 PROCUREMENT SCHEDULE

1.1 The Procurement Schedule is as follows, understanding that it is a tentative schedule and may be modified as necessary by the Sourcing Manager.

DATE ITEM

April 3, 2026 Release of RFP document and posting in Euna April 10, 2026 Pre-Proposal Conference (See Section 8.1) April 24, 2026 Questions Due (See Section 8.2)

May 4, 2026 Responses are due no later than 2:00 PM local time in Houston, Texas

May 15, 2026 Anticipated Vendor Selection June 25, 2026 Anticipated Contract Execution August 1, 2026 Vendor to begin providing services / delivery of items

2.0 SCOPE OF WORK

2.1. OVERVIEW AND PURPOSE

The Harris Health System (HHS) is seeking proposals from qualified vendors with the experience, capabilities and proven qualifications to provide Employee Background Screening Services for the Harris Health System. The purpose of this solicitation is to enter into a contract with a vendor that will provide professional background screening services to support HHS hiring and workforce onboarding processes. The contractor will conduct background screening that is in compliance with applicable federal and state laws.

2.2 CONTRACT TERM AND BUDGET

The initial term of the contract will begin on or about August 1, 2026 and end twelve (12) months thereafter.

The term of the Agreement may be extended for 4 (four) one-year renewal options, renewable one

(1) year at a time, based on the same terms and conditions with revised pricing permitted, but shall not exceed the increase of the Consumer Price Index for All Urban Consumers (CPI-U) for the preceding calendar year. Below is the index to be used for the calculations.

Consumer Price Index for All Urban Consumers (CPI-U) Series Id: CUURS37BSA0, CUUSS37BSA0

Not Seasonally Adjusted Series Title: All items in Houston-The Woodlands-Sugar Land, TX, all urban consumers, not seasonally adjusted Area: Houston-The Woodlands-Sugar Land, TX Item: All items Base Period: 1982-84=100

The current budget is $ 1,000,000 but is subject to change depending on the availability of funding.

2.3 CURRENT STATE

These services are currently provided by Carco/Precheck. Harris Health Systems uses PeopleSoft as its Human Resource Information System, and employs approximately 10,000 employees and anticipates approximately 2,100 pre-employment screens annually in addition to 100 post-employment searches annually.

2.4 FUTURE STATE

Under the new contract, the Harris Health Systems will continue to outsource employment background screening services. The selected vendor will be expected to comply with all applicable state and federal regulations.

2.5 ITEMIZED SCOPE

Background Screening should include the following:

1. Criminal History Report. Report criminal history per location where applicant resided (i.e.

county, state, and federal, as requested, for all names under which the applicant has worked for all areas of residency per the employment application for the last seven (7) years. Conduct criminal history check for areas of residency not provided by applicant as evidenced by social security number trace, if applicable. Criminal history reports regarding convictions shall include:

(i) case number, (ii) charge/offense, (iii) disposition date, and (iv) sentence-trace reports.

2. Social Media screening.

3. Cross-check of sex offender lists (state and federal).

4. Cross-check of child abuse registry.

5. Verification of Social Security Number (SSN). Verify that the SSN reported by the applicant is valid. The SSN verification report shall also provide the current or prior address information not listed by the applicant as well as any aliases.

6. Employment Verification: Verify applicant's current and previous employers and work experience for the most recent ten (10) year work history for all names under which the applicant has worked.

7. Education Verification: Confirm applicant's level of education as reported on application. The report shall include: education diplomas, degrees, number of college hours completed, trade school certifications or professional license(s) earned and/or awarded, dates of attendance and/or graduation, any suspensions or revocations of licensure, and Grade Point Average.

8. Professional licensure and certification verification: Verify professional license(s) earned or awarded and any suspensions or revocations of licensure. This includes, but is not limited to, registered nurses, licensed vocational nurses, social workers, certified public accountants, social workers,

9. Healthcare Compliance Search – Fraud and Abuse Control Information System (FACIS) Level 3 or equivalent background checks, which includes but is not limited to:

a. Federal Exclusion List. Check United States Department of Health and Human Services/OIG

List of Excluded individuals.

b. Texas Exclusion Lists. Check Texas Health and Human Services Medicaid and Title XX

Provider Exclusion Lists.

10. Other State Medicaid Program Exclusion Lists (list by state).

11. U.S. Department of Treasury Office of Foreign Asset Control Specially Designated Nationals

List.

12. Upon decision by Harris Health, applicants are notified of pre-adverse and adverse action to inform applicants of their rights under the Fair Credit Reporting Act, 15 U.S.C. §1681.

2.6 TURN-AROUND-TIME

1. Harris Health’s expectation is seventy-two (72) hours for local background checks and no more than five (5) days for non-local background checks. Local background checks shall be defined as those in Harris County and all contiguous Counties.

3.0 MINIMUM REQUIREMENTS

3.1 Harris Health has identified minimum vendor qualifications and solution requirements for proposals to be considered for evaluation of their proposal and award. These minimum requirements are listed below in this Section. Those vendors and their proposals that do not meet these minimum requirements described in this Section will not be evaluated and considered for award under this solicitation.

1. Minimum Qualifications Required – Vendor must have at least one (1) current client to whom vendor provides pre-employment background screening services for at least 2,000 candidates annually.

4.0 EVALUATION CRITERIA

4.1 All proposals will be examined by an Evaluation Committee which will consist of Harris Health Staff.

4.2 Proposals that do not meet the Minimum Requirements contained in Section 3.0 will be eliminated from consideration.

4.3 Proposals should be brief, straightforward, and concise demonstrating the vendor has an understanding on what is being requested and evaluated. Omissions, ambiguous and equivocal statements may be construed against the vendor. The proposal response may be incorporated into any contract which results from this RFP, and vendors are cautioned not to make claims or statements it is not prepared to commit to contractually.

4.4 Harris Health Sourcing Manager may hold discussions with one or more vendors to clarify their proposal for evaluation and possible award. Vendors shall not contact any Harris Health System personnel during the RFP process without the express permission from Harris Health Sourcing Manager identified herein. Harris Health may disqualify any vendor who has made site visits, contacted other Harris Health System personnel or distributed any literature without prior authorization from the Harris Health Sourcing Manager.

4.5 Vendors may be requested to make a presentation to the evaluation committee based on their submitted proposal and information requested by the committee. In addition to a presentation, the evaluation committee may request a tour of a vendor’s client site(s)s where the proposed solution can be demonstrated in a production environment.

4.6 All correspondence relating to this RFP, from advertisement to award shall be sent to Harris Health

Purchasing Department. All presentations and/or meetings between Harris Health and the vendor relating to this RFP shall be coordinated by the Sourcing Manager.

4.7 EVALUATION SCORING

Award shall be made to the highest scored responsive and responsible vendor whose proposal is determined to be the best evaluated offer taking into consideration the evaluation criteria in the following order of relative importance:

A. Qualifications 30% B. Solution 40% C. Pricing 30%

100%

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

5.0 SUBMITTALS

5.1 Harris Health is using the Euna platform (https://harriscountytx.bonfirehub.com/ ) to distribute this

RFP document, respond to questions, and receive proposals for this competitive solicitation. Below are the requirements a vendor must follow when submitting a proposal for consideration. Vendors are encouraged to register and become familiar with the platform prior to submitting a proposal.

5.2 Solution Narrative

Provide a narrative that describes your approach and methodology for providing the requested service. Vendors are to provide information that would highlight the vendor’s strengths in providing the requested service, information that would demonstrate vendor’s leadership in the field, and information that would distinguish vendor from its competitors.

5.3 Pricing information will be requested in Euna via a Pricing Sheet.

Should any travel reimbursement be applicable, reimbursement is subject to Harris Health’s policy.

Harris Health policies can be found here: https://www.harrishealth.org/Pages/vendor-relations.aspx. The most relevant is policy 3.55.00.

5.4 Vendor shall provide the average and maximum turnaround time, in days/hours, for background check results, and type of report to be provided by Vendor.

5.5 Technical

1. Describe your solution and whether it integrates with client applications.

2. Provide an example of timeline and requirements for when your solution was integrated with client applications. If available, provide the example specifically for a prior integration with PeopleSoft.

3. If your solution has integrated with PeopleSoft, provide the timeline and requirements specifically for the integration that was completed with PeopleSoft.

4. Include what resources are needed from the client to complete the integration in the timeline proposed. Example is if specific IT roles are needed, include approximately how many hours that role may be participating in the integration.

https://harriscountytx.bonfirehub.com/ https://www.harrishealth.org/Pages/vendor-relations.aspx https://www.harrishealth.org/Pages/vendor-relations.aspx

5. If integration is available, would it be able to be accomplished by August 1, 2026? What would need to occur to meet that date, and if that date is not plausible, what date would be?

6. Describe your technology platform for receiving Harris Health background screening requests and providing results. Include any web-based systems used and reporting functionality. For reporting functionality, how would clients be able to create or obtain customized reports?

7. Describe notifications that would be made to candidates to alert them that a background screening is occurring. Explain what communication methods are available for the notices (text, email, etc.) and whether any customization to the message and delivery are available.

Customization could be client branding or how the message or delivery would be designed to avoid appearing as spam.

8. Describe your technology platform’s capability to search for current and archived records individually or as a batch group.

9. Describe the data storage of information related to the screenings.

10. Provide a timeline indicating deliverables, vendor responsibilities, and what resources are needed from Harris Health to implement and maintain services in the timeliest manner.

11. Describe how you assess and ensure accuracy and compliance of all deliverables for each pre-and post-employment background screening.

12. Describe procedures for implementing administrative, physical, and technical safeguards to appropriately protect the confidentiality, integrity, and availability of results.

13. Describe how you comply with all federal, state, local laws and regulations applicable to the acquisition, maintenance, and distribution of background information, including but not limited to the Fair Credit Reporting Act, Americans with Disabilities Act, and the Driver’s Privacy Protection Act.

14. Training – Describe your training program for clients to use your solution.

15. If there is a dedicated support person or team, provide sufficient information for Harris Health to evaluate your team’s effectiveness to complete this project. Include individual resumes, credentials, and description of each individual’s experience.

6.0 Contract Documents

The awarded vendor is required to execute a contract with Harris Health which incorporates the terms and conditions set forth in vendor’s proposal, best and final offer, and any negotiations between vendor and Harris Health. The agreement is subject to review by Harris Health Legal Department.

A. Included in the RFP documents is the contract template (Exhibit A) to be used in the execution of an agreement with the awarded vendor. The contract template will be negotiated and its terms finalized at the time of contract award between Harris Health and the awarded vendor.

B. Harris Health will not be liable for any costs incurred by the vendor in preparing a response to this RFP. Vendors submit proposals at their own risk and expense. Harris Health makes no guarantee that any products or services will be purchased as a result of this RFP, and reserves the right to reject any and all proposals. All proposals and accompanying documentation will become the property of Harris Health. All proposals are open to negotiation. The vendor is expected to examine all documents, forms, specifications, and all instructions. Failure to do so will be at vendor’s risk.

C. At and after opening, proposals will NOT be part of the public record and subject to disclosure, but will be kept confidential until time of award and execution of an agreement. When an award is made and an agreement is executed, proposals are subject to review under the “Public Information Act.”

7.0 INSTRUCTIONS TO PROPOSERS

7.1 A Pre-Proposal conference will be conducted via Microsoft Teams on April 10, 2026, at 2:00 PM local time in Houston and is anticipated to last approximately thirty (30) minutes. Participation is not mandatory, but is encouraged in order to have a better understanding of the requirements of this

RFP.

When it’s time, join the meeting:

Microsoft Teams meeting

Join: https://teams.microsoft.com/meet/23197797068850?p=IR9iyTvIUb7KGz8RsS

Meeting ID: 231 977 970 688 50

Passcode: Dd2Sb6S4

Need help? | System reference

Dial in by phone

+1 469-848-0248,,75083184# United States, Seagoville

Find a local number

Phone conference ID: 750 831 84#

Join on a video conferencing device

Tenant key: harrishealthsystem@m.webex.com

Video ID: 117 162 849 7

7.2 It is each vendor’s responsibility to examine the entire Request for Proposal (RFP) package, seek clarification in writing, and review their response for accuracy before submitting. Questions relating to this RFP submitted in writing in Euna no later than the date listed in Section 1.0 Procurement Schedule. Questions received after the question deadline are not guaranteed responses. All questions submitted in writing prior to the deadline will be responded to via an addendum, and vendors will be notified of the addendum by public notice in Euna. Harris Health is not bound by any information conveyed verbally.

https://teams.microsoft.com/meet/23197797068850?p=IR9iyTvIUb7KGz8RsS https://aka.ms/JoinTeamsMeeting?omkt=en-US https://teams.microsoft.com/l/meetup-join/19%3ameeting_ODJmN2U5ZDItYjE1ZS00ZjI5LWEzNzAtNjlmMzY4YmUxZWU4%40thread.v2/0?context=%7b%22Tid%22%3a%22bc5dac35-ed8f-4d99-8e32-07005a81e2b2%22%2c%22Oid%22%3a%22bb1a42c4-1048-4fe9-bdaa-6e6712141546%22%7d tel:+14698480248,,75083184 https://dialin.teams.microsoft.com/ce23081e-c45f-4d32-96b6-87117995cea1?id=75083184

7.3 Responses to this Request for Proposal (RFP) shall be formatted and organized in the following order for consistency and easy screening:

A. Vendors are to follow the prompts in Euna when submitting a proposal, understanding to submit the information only when requested for each section. Vendors are not to submit information where it is not being requested, as different evaluation members may receive and review different sections of the proposal. An example would be submitting pricing in the experience section, as evaluation members evaluating experience are not involved in calculating points for pricing, which is the Sourcing Manager’s responsibility.

B. Harris Health reserves the right to request additional information and use as part of the RFP evaluation process.

C. If a vendor is unable to submit their proposal through Euna, a hardcopy is to be submitted to the Sourcing Manager prior to the submittal deadline listed in Section 1.1, at the address listed below in Section 7.6. Submitted proposal must be typed, single spaced, and printed single-sided on 8 ½” by 11” paper, delivered in a sealed envelope with the Vendor Name and RFP number typed on the envelope.

7.4 Harris Health anticipates awarding the goods or services described within this RFP to a single vendor. The RFP itself does not obligate Harris Health to the purchase of any described goods or services. The progress towards a potential award is solely at the discretion of Harris Health and may be terminated at any time prior to execution of an agreement.

7.5 The vendor may propose value added goods or services that it believes will benefit Harris Health in meeting the needs outlined in the RFP Document. The vendor must identify the use, functionality, and purpose of the optional/value-added item(s), and how Harris Health will benefit from these items. The pricing for the optional / value added goods or services shall be clearly labeled as optional/value-added and separate from the RFP requested pricing.

7.6 The following Procurement Staff member is the primary and sole vendor contact for this Request for Proposals. Vendors who communicate directly with the user department or others within the Harris Health organization in regards to this Request for Proposals may be eliminated from award, if it is determined the communication created an unfair advantage for the vendor.

Kendra Jackson Purchasing Department Harris Health 4800 Fournace Place Bellaire, Texas 77401 Phone: 346-426-1363 Email: Kendra.jackson@harrishealth.org

8.0 GENERAL REQUIREMENTS FOR PROPOSALS

8.1 The General Requirements for Proposals document dated 12/11/24 and which a copy is included in the Euna portal, shall be incorporated as part of this Request for Proposals document.

8.2 Vendors are to review and understand these requirements, with questions regarding these requirements be submitted in accordance with the Question Deadline listed in Section 1.0 Procurement Schedule.

9.0 SPECIAL REQUIREMENTS FOR PROPOSERS

The following Special Requirements shall supersede General Requirements for Proposals where applicable.

9.1 INSURANCE

The vendor shall provide a valid certificate of insurance prior to beginning any work in the insurance types and amounts specified in the attached Minimum Insurance Requirements document dated 08/17.

9.2 INVOICES

The Vendor shall submit an invoice upon completion of each deliverable. Deliverables will be considered complete upon written acceptance by Harris Health. Each invoice shall include the contract number along with the deliverable(s) completed and amount. No charges may be billed to Harris Health unless such costs are explicitly included in the agreement.

9.3 CERTIFICATE OF INTERESTED PARTIES (FORM 1295)

Texas law requires all parties who enter into any contract with Harris Health, which must be approved by its Board of Trustees to disclose all interested parties. If applicable, the Form 1295 must be completed and turned in prior to the contract. For more information, go to the following website: https://www.ethics.state.tx.us/filinginfo/1295

9.4 HIPAA COMPLIANCE

The vendor agrees to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 (codified at 45 C.F.R. Parts 160 and 164), as amended ("HIPAA"); privacy and security regulations promulgated by the United States Department of Health and Human Services ("DHHS"); Title XIII, Subtitle D of the American Recovery and Reinvestment Act of 2009, Pub. L. No. 111-5, as amended ("HITECH Act");

provisions regarding Confidentiality of Alcohol and Drug Abuse Patient Records (codified at 42 C.F.R. Part 2), as amended; and TEX. HEALTH & SAFETY CODE ANN. §§ 81.046, as amended,

181.001 et seq., as amended, 241.151 et seq., as amended, and 611.001 et seq., as amended collectively referred to as "HIPAA", to the extent that the vendor uses, discloses or has access to protected health information as defined by HIPAA. The vendor may be required to enter a Business Associate Agreement pursuant to HIPAA.

10.0 APPENDIX

10.1 The following documents shall be made a part of this Request for Proposals solicitation and shall be available on the Euna portal for completion and submittal as part of your proposal.

A. General Requirements for Proposals (v12/11/24) B. Pricing Sheet C. Proposal Acknowledgement D. Tax Residence Certification (v11/09) E. Vendor Certification of Eligibility to Participate F. Experience Form https://www.ethics.state.tx.us/filinginfo/1295

Exhibit A Sample Contract

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

HARRIS HEALTH SYSTEM AND [INSERT NAME OF VENDOR]

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

RECITALS

[TO BE FILLED IN WITH DETAILS]

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

TERMS

1. TERM

1.1. Initial Term. This Agreement will begin on August 1, 2022, (“Effective Date”) and shall continue for an initial period of one (1) year after the Effective Date (the “Initial Term”), unless terminated sooner by mutual consent of the parties or in accordance with Section 2 of this Agreement.

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

2. TERMINATION

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

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

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

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

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

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

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

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

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

3. CONTRACTOR’S RESPONSIBILTIES

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

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

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

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

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

4. COMPENSATION

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

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

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

5. INVOICES

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

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

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

6. CURRENT FUNDS

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

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

7. REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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

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

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

Section 1189;

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

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

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

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

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

(c) in a diligent and expeditious manner.

8. IMMUNITY, INDEMNIFICATION, AND LIABILITY

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

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

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

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

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

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

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

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

RESISTING SAID CLAIMS, PROCEEDINGS, OR LIABILITIES.

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

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

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

9. DISPUTE RESOLUTION

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

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

Dispute through informal negotiations.

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

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

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

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

11. TEXAS PUBLIC INFORMATION ACT (TPIA)

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

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

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

13. INTERPRETATIONAL RULES

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

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

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

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

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

14. MISCELLANEOUS

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

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

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

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

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

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

a) To Harris Health: Harris County Hospital District d/b/a Harris Health System

Attn: Chief Operating Officer P.O. Box 66769 Houston, TX 77266-6769

Copy To: Harris County Purchasing Department

1111 Fannin St., 12th Floor Houston, TX 77002 Attn: Purchasing Agent

(Such copy does not constitute notice)

b) To Contractor: _________________________________

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

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

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

13.6 Boycott Energy Companies.

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

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

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

HARRIS HEALTH SYSTEM [CONTRACTOR NAME]

By: _____________________________ By: _______________________________

Name: __________________________ Name: ____________________________

Title: ___________________________ Title: _____________________________

Date Signed: _____________________ Date Signed: ______________________ https://www.lawinsider.com/dictionary/force-majeure

EXHIBIT A

SCOPE OF SERVICES