SERVICES OPERATIONS AGREEMENT FOR

HARRIS COUNTY COMMUNITY SUPERVISION AND

CORRECTIONS DEPARTMENT

This Operations Agreement (the “AGREEMENT”) is made and entered into by and between Harris County Community Supervision and Corrections Department (“DEPARTMENT”), a political entity of the Judicial District and

_________ (“Physician Group”)

__________(“Manager”) as of the 1st day of February, 2026.

Manager and Physician Group are collectively referred to in this AGREEMENT as “VENDOR”, unless otherwise indicated by the terms and conditions herein.

RECITALS

WHEREAS, _____ Group, _____ (“Physician Group”) is a _______ (entity type), duly organized under the laws of _________, and qualified to provide professional services in other states; and

WHEREAS, Physician Group employs or contracts with physicians who are licensed and authorized to practice medicine in the state of Texas (each a “Physician” and, collectively, “Physicians”) and who have the training and experience necessary to provide clinical psychiatric services via telemedicine (“Telemedicine Services” or “Services” as defined and explained in greater detail herein) to criminal justice populations (“Online Care Practice”); and

WHEREAS, Physician Group is a party to a Management Services Agreement with Manager dated ___ ____, 20__ (“MSA”), a copy of which is annexed hereto as Exhibit B and incorporated by reference herein; and

WHEREAS, pursuant to the MSA, Manager provides Physician Group with administrative, management, and other business support services as necessary and appropriate to assist Physician Group with the development and the day to day administration of the non-medical aspects of its Online Care Practice; and

WHEREAS, Physician Group is willing and able to provide the Services through its Physicians and has the professional expertise and experience requested by the DEPARTMENT’s RFP; and

WHEREAS, Manager is willing and able to provide administrative, management, and other business support services as necessary and appropriate to assist Physician Group with the provision of Services requested by the DEPARTMENT’s RFP; and

WHEREAS, DEPARTMENT desires to contract with Manager and Physician Group for the provision of the Services at its Dual Diagnosis Program (“DDRP”) Facilities, as more fully described in this AGREEMENT and in the RFP Specifications; and

WHEREAS, Physician Group and Manager, collectively as “VENDOR”, agree to render and perform the Services on an independent contractor basis to DEPARTMENT, and pursuant to the terms and conditions set forth in this Agreement and the MSA.

WITNESSETH:

NOW, THEREFORE, for and in consideration of the foregoing, which are hereby incorporated into this AGREEMENT as an integral part hereof, and the mutual benefits contemplated hereby and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

APPOINTMENT OF VENDOR; TERM

Appointment of VENDOR. In accordance with the terms and conditions set forth herein, and in consideration of the Payments hereinafter provided, VENDOR is hereby appointed to provide to DEPARTMENT, and VENDOR hereby agrees to furnish to DEPARTMENT, the Services provided for herein.

Term. This AGREEMENT is effective on the date set forth in the initial paragraph hereof, and shall continue until January 31, 2027 (the “Initial Term”), unless it is terminated earlier pursuant to the provisions hereof, provided, however, that DEPARTMENT shall have the option to renew and extend this AGREEMENT for four (4) one-year terms (“Renewal Term(s)”), with such changes as to which VENDOR shall agree, upon the giving to VENDOR a written notice of such intention no later than thirty (30) days prior to the expiration of the Initial Term.

ARTICLE I

RATES, MINIMUM REQUIREMENTS, AND STATEMENT OF SERVICES

1.1 Vendor Rates. DEPARTMENT agrees to make Payments to VENDOR for the delivery of Services, not to exceed ___ Hundred ______Thousand Dollars ($____,000), for February 1, 2026 through January 31, 2027. VENDOR acknowledges that the total dollar amount of the AGREEMENT is subject to change, at DEPARTMENT’S discretion, based on needs and circumstances that arise within the overall DEPARTMENT program.

A. VENDOR agrees to the following rates for the Services:

Outpatient Telemedicine Clinical Services $_____.00 Per Clinic Hour (Scheduled Hours)

On Demand Phone Calls $___.00 Per Call (20 min. or less; 24 h/day, 365 days/year)

On Demand Telepsychiatry Crisis Evaluation $__.00 Hourly (24 h/day, 365 days/year)

B. Expenses.

1. In the event that VENDOR’s Physicians are required to attend trainings or staffing meetings with DEPARTMENT Personnel (including EMRS, facility security orientation, facility required competencies, on-boarding etc.), DEPARTMENT agrees to pay VENDOR the per Clinic Hour rate for Scheduled Hours for up to two (2) hours per Physician per AGREEMENT Term, for the time spent by VENDOR’s Physicians attending such trainings or staffing meetings (“Training and Staffing Fees”). In consideration of DEPARTMENT’s agreement to pay Training and Staffing Fees as indicated in this subsection, VENDOR agrees that the Training and Staffing Fees chargeable to DEPARTMENT shall be capped and shall not exceed two (2) hours per Physician, for up to five (5) Physicians per AGREEMENT Term (“Training and Staffing Cap”). VENDOR further agrees that any Training and Staffing Fees associated with training and staffing matters for VENDOR’s Physicians in excess of the Training and Staffing Cap shall be borne by VENDOR.

2. Time spent by VENDOR’s administrative, managerial, or non-physician healthcare staff on matters related to the Services provided by VENDOR Physicians under this AGREEMENT, including but not limited to, phone calls and meetings with DEPARTMENT Personnel, travel, trainings, staffing reviews, policies and procedures, and quality improvement/assurance reviews shall not be reimbursable to VENDOR or billable to DEPARTMENT.

3. In the event that court testimony is required by VENDOR’s Physicians, DEPARTMENT agrees to reimburse VENDOR for the expenses of VENDOR Physicians in accordance with Section 1.9 of this AGREEMENT. With the exception of court testimony by VENDOR Physicians in accordance with Section 1.9 of this AGREEMENT, DEPARTMENT will not pay or reimburse VENDOR for any expense(s) not expressly allowed by, or for which specific rate(s), is/are not set forth in this AGREEMENT, and payment or reimbursement for the following items is specifically disallowed: indirect and overhead expenses, as well as administrative, copying, postage, travel, parking fees, long distance telephone calls, mileage, hotel accommodations, meals, or other costs or expenses unless approved in writing in advance by DEPARTMENT.

C. Payment of Compensation to VENDOR.

1. As of the time of execution of this AGREEMENT, VENDOR has indicated that DEPARTMENT is to pay Physician Group for the Telemedicine Services provided under this AGREEMENT.

2. In the event that VENDOR wishes to change the payment arrangements in the future under this AGREEMENT, VENDOR must provide DEPARTMENT with at least thirty (30) business days’ written notice of any such contemplated change and must provide DEPARTMENT with the documentation required by the state of Texas, Harris County, and/or the DEPARTMENT to respond to any such change. VENDOR understands that the failure to provide such documentation may render DEPARTMENT and Harris County unable to process purchase orders or payments for Services until such time as the required documentation is provided.

3. DEPARTMENT, Physician Group, and Manager agree that Physician Group will have complete responsibility for compensating Manager, or another Manager of Physician Group’s choosing, for the administrative, management, and other operational services necessary to support Physician Group’s provision of the Telemedicine Services. Physician Group and Manager agree that DEPARTMENT shall have no obligations, duties, or liabilities with respect to the compensation of Manager for any services that it may provide to Physician Group or DEPARTMENT in conjunction with Physician Group’s provision of the Telemedicine Services. In the event that Physician Group fails to compensate Manager for any such services, other than providing documentation to Manager and/or Physician Group regarding any payments made by DEPARTMENT to Physician Group for the Telemedicine Services, DEPARTMENT shall have no further obligations, duties, or liabilities to Manager or Physician Group, and Physician Group agrees to indemnify and hold DEPARTMENT harmless from any and all such claims.

4. Manager agrees that DEPARTMENT shall not be liable to it for any payments made under this AGREEMENT to Physician Group for Services. Manager further agrees that DEPARTMENT has no duty or obligation to undertake collection activities or other legal action(s) against Physician Group for any payments made under this AGREEMENT.

1.2 Services.

A. VENDOR shall, in accordance with the terms of this AGREEMENT, provide all necessary personnel, equipment, materials, supplies, facilities, and services (except as may be furnished by the DEPARTMENT as specified in writing as part of this AGREEMENT) and do all things necessary for, or incidental to, the provision of the services listed as follows:

1. VENDOR shall provide professional psychiatric telemedicine services through specialist physicians, manage the provision of such services, and facilitate telemedicine consultations using DEPARTMENT Telemedicine Equipment (“Telemedicine Services” or “Services”) in accordance with, and as more particularly described in the Special Requirements and Specifications associated with the Request for Proposals (“RFP”) (Job 25/0___) (“Specifications”) attached hereto at Exhibit A-3 and incorporated by reference herein.

2. At the time of the full execution of this AGREEMENT, it is anticipated that Physician Group will provide the Physicians necessary to conduct the Telemedicine Services and Manager, as Manager, will provide the administrative, management, and other operational services necessary to support Physician Group’s provision of the Telemedicine Services.

It is the responsibility of VENDOR, through Physician Group, Manager, and/or the employees, contractors, other personnel, affiliates, subsidiaries, successors and/or assigns of each, to provide sufficient, qualified Physician and administrative, management, and operational personnel to conduct the Telemedicine Services. VENDOR agrees to notify DEPARTMENT in advance of any major corporate status changes, including, but not limited to, any changes to the Manager or management of its Online Care Practice, and to cooperate with DEPARTMENT in responding to the same, in accordance with Section

1.28 of this AGREEMENT.

3. The terms and conditions of the MSA shall govern the relationship between Physician

Group and Manager. The duties, obligations, and liabilities of Physician Group and Manager to each other shall be as set forth in the MSA. A copy of the MSA is annexed hereto and incorporated herein by reference as Exhibit B.

4. DEPARTMENT is not a party to the MSA, or to any other agreements associated with VENDOR’s provision of the Telemedicine Services. Physician Group and Manager agree that DEPARTMENT shall have no obligations, duties, or liabilities with respect to the terms and conditions of the MSA, or with respect to the terms and conditions of any other, or subsequent agreements, between or among VENDOR and its component entities, affiliates, subsidiaries, contractors, employees, and other personnel or agents.

DEPARTMENT, Manager, and Physician Group shall each be, and remain solely responsible for, all decisions relating to its personnel and for all costs associated with its personnel, including but not limited to salaries, wages, other compensation; income taxes, tax withholding, unemployment insurance, workers compensation, and social security, as required by law; and fringe benefits (if any). The personnel and contractors of Manager and Physician Group are not entitled to any contributions by or benefits from the DEPARTMENT for any pension plan, bonus plan, or any other benefit plan, or any fringe or similar benefits afforded to DEPARTMENT personnel. DEPARTMENT shall have no liability for payments to the personnel or contractors of Manager and Physician Group, and Manager and Physician Group shall indemnify and hold DEPARTMENT harmless from any and all such claims.

5. VENDOR will not assign, and DEPARTMENT will not pay for, the provision of any professional psychiatric telemedicine services by non-physician healthcare personnel. The Telemedicine Services to be provided include Scheduled Hours for Outpatient Telemedicine Clinical Services, On Demand Phone Calls, and On Demand Crisis Evaluation at the rates set forth in Section 1.1. above.

6. As of the time of the full execution of this AGREEMENT, it is anticipated that DEPARTMENT will utilize approximately twenty (20) hours per week of Scheduled Hours for Outpatient Telemedicine Clinical Services, with the majority of DEPARTMENT clients needing adult psychiatric care; however, DEPARTMENT may request that VENDOR staff additional Scheduled Hours, and VENDOR agrees to staff DEPARTMENT’s request for additional Scheduled Hours within thirty (30) business days of any such request.

B. In the event of a conflict between the RFP Special Requirements and Specifications and the VENDOR’s Proposal, a copy of which is attached hereto at Exhibit A-2, and incorporated by reference herein, the terms and conditions of the RFP Special Requirements and Specifications shall prevail, and in the event of a conflict between the RFP Special Requirements and Specifications and this AGREEMENT, the terms and conditions of this AGREEMENT shall prevail. In the event of any inconsistency or conflict between this AGREEMENT and the Exhibits, the terms of this AGREEMENT shall control.

C. All client treatment, including discharges, shall require the approval of the DEPARTMENT. VENDOR will not assess any additional fees to DEPARTMENT beyond those agreed to by the parties. VENDOR shall also not assess any fees directly to clients placed with or served by VENDOR or their family members, relatives, or guardians unless specifically authorized in this AGREEMENT or in writing by DEPARTMENT.

1.3 Operational Plan. The RFP Specifications attached at Exhibit A-3 of this AGREEMENT, the Executive Summary of DEPARTMENT’s Operational Guidelines for Telepsychiatry attached at Exhibit A-1, VENDOR’S Proposal attached at Exhibit A-2, and the Performance Measures become the Operational Plan by which the VENDOR will be audited and by which the DEPARTMENT will review the VENDOR’s performance of the Services. At no charge to DEPARTMENT, VENDOR agrees to provide the administrative and/or operational personnel necessary participate in DEPARTMENT’s quality assurance and utilization review programs relating to VENDOR’s Services, and DEPARTMENT will provide feedback to VENDOR, as necessary, regarding the Physicians who provide Services to DEPARTMENT clients. In addition, at no charge to DEPARTMENT, VENDOR agrees to provide the administrative and/or operational personnel necessary to participate in quarterly meetings with DEPARTMENT’s designees regarding the Services.

VENDOR shall provide qualified Physician personnel to meet applicable DEPARTMENT Policies, requirements and standards. All Physician personnel of VENDOR providing Services to clients shall have and maintain all required licenses, certifications, and other qualifications and shall diligently perform the Services in accordance with generally accepted standards applicable thereto, including, but not limited to, the Joint Commission Telemedicine Requirements, and shall comply with all applicable local, state, federal, Texas Department of Criminal Justice/Community Justice Assistance Division requirements, laws, ordinances, rules and regulations relating to the Services, medical records, and patient confidentiality.

1.4 Performance Measures. The VENDOR will document performance measures and evaluation criteria submitted as the Operational Plan. DEPARTMENT can negotiate with the VENDOR during the term of the AGREEMENT to establish new performance measures or evaluation criteria that both parties agree reflect quantity or quality of Services. The VENDOR shall comply with the Performance Measures included in this AGREEMENT to assist clients to change their behavior and become productive, contributing members of society by leading a life free of crime. Performance Measures, along with applicable adjustments, are as follows:

Strategy 1: VENDOR will have a psychiatrist available during Scheduled Hours 100% of the time.

Measures: No later than the fifteenth (15th) day after the end of the preceding month, the

VENDOR shall supply DEPARTMENT with monthly scheduling reports reflecting the psychiatrist(s) available during the DEPARTMENT’s Scheduled Hours for the preceding month.

Adjustment: For each day upon which VENDOR does not have a psychiatrist available for 100% of DEPARTMENT’s Scheduled Hours, the VENDOR shall reimburse the DEPARTMENT for ten percent (10%) of the aggregate of all charges for all DEPARTMENT clients treated on that particular day, and if requested by DEPARTMENT, shall agree to staff the same number of clinic hours on another business day within five (5) business days of the Scheduled Hours that were not staffed by VENDOR’s psychiatrist(s).

Strategy 2: VENDOR will respond to telephone consult requests within 24 hours 80% of the time.

Measures: No later than the fifteenth (15th) day after the end of the preceding month, the

VENDOR shall supply DEPARTMENT with summary monthly telephone consult reports reflecting the time and date of each telephone consult request and the time and date that VENDOR responded to each telephone consult request.

Adjustment: If the VENDOR does not respond to telephone consult requests within 24 hours 80% of the time, VENDOR shall reimburse the DEPARTMENT for ten percent (10%) of the charges for calls billed to the DEPARTMENT for the percentage of telephone consult requests by which VENDOR is below the 80% expected level.

Strategy 3: Services provided by VENDOR during each appointment or call will be documented in the DEPARTMENT’S electronic medical record system (“EMRS”) for each patient.

Measures: Documentation of the services provided to DEPARTMENT clients by VENDOR shall be electronically available for DEPARTMENT immediately after services are rendered. In an emergency, or in the event that DEPARTMENT’s EMRS experiences downtime, VENDOR shall document the services rendered in VENDOR’s EMRS and immediately transmit by facsimile a copy of any Physician notes or prescriptions from patient appointments or calls to the DEPARTMENT and scan any such notes into the EMRS as soon as possible, but no later than 24 hours, after the downtime incident is resolved and EMRS service is restored.

Adjustment: If the VENDOR does not immediately document the services provided to the

DEPARTMENT’s clients appropriately in the EMRS, VENDOR shall reimburse the DEPARTMENT for forty percent (40%) of all such undocumented appointments or calls.

1.5 Diagnosis. In its treatment or provision of services to offenders, VENDOR shall:

a) Ensure that VENDOR’s Physicians provide appropriate treatment or services as requested by DEPARTMENT, and VENDOR’s Physicians shall exercise discretion and judgment in providing Services, provided that Services are provided in a manner consistent with currently approved methods and practices in the professional medical specialty of Psychiatric Telemedicine Services, and in accordance with applicable law and the requirements of this AGREEMENT.

b) Coordinate with DEPARTMENT to identify needs of offenders that are beyond the scope of VENDOR’S Services and make appropriate referrals in such circumstances; and

c) Develop and implement procedures for Services (or referrals) for offenders with dual diagnosis and/or mental and physical disabilities.

1.6 Participation. In order to ensure maximum participation of offenders in its program, VENDOR shall:

a) Contact DEPARTMENT within twenty-four (24) hours whenever Vendor becomes aware that any offender has failed to comply with his or her recommended treatment;

b) The VENDOR must maintain a log of all contacts with the offender. The log must contain what service was performed, the time, and date.

1.7 Referrals. The DEPARTMENT retains control over the clients referred to VENDOR for the provision of Services. If a client is determined to be in need of inpatient psychiatric care, VENDOR will facilitate a doc to doc with the receiving facility at no additional charge beyond the fees for Services set forth in Section 1.1. In the event that a client is determined to be in need of additional or different services other than telepsychiatry services or inpatient psychiatric services, the client is to be referred back to the DEPARTMENT for further action.

1.8 No-Shows. DEPARTMENT will not pay the VENDOR for clients who fail to attend sessions. VENDOR understands and agrees that in accordance with the Texas Constitution, DEPARTMENT is not able to pay VENDOR in advance for any Services or for Services that are requested but not actually received (i.e., session charges and/or fees for no shows and late cancellations). DEPARTMENT will also not pay the VENDOR for clients who fail to attend sessions or for Scheduled Clinic Hours that are not utilized by clients.

1.9 Court Testimony.

A. VENDOR agrees to provide tele-video/remote testimony in court, if required and approved in advance by DEPARTMENT, at the per Clinic Hour rate for Scheduled Hours set forth in Section 1.1 of this AGREEMENT for any required court testimony, written court reports, review of court documents, etc., that cannot be completed during the normal course of the Scheduled Clinic Hours.

B. In the event that in-person testimony in court is required and approved in advance by

DEPARTMENT, VENDOR agrees to provide in-person testimony at the per Clinic Hour rate for Scheduled Hours set forth in Section 1.1 of this AGREEMENT for any required court testimony, written court reports, review of court documents, etc., that cannot be completed during the normal course of the Scheduled Clinic Hours. Time that may be compensated by DEPARTMENT for such in-person testimony, includes the time spent by the Physician in Court, starting from the required appearance time, and concluding with the end of the Physician’s testimony, plus up to one (1) hour of travel time to and from the required court appearance.

1. In addition, travel expenses for in-person court appearances eligible for reimbursement, include, and are limited to the following: mileage for use of personal vehicle at IRS rate or flight; parking or the cost of transportation to and from the airport; baggage fees and car rental; daily subsistence at the rate of $80 per day for on-site days; costs of consumables and supplies directly attributable to the services, such as copies and facsimiles.

2. In order to be considered eligible for reimbursement, costs associated with court testimony must fulfill the following general conditions:

a. Costs must have been necessary for the performance of the Services.

b. Costs must have been actually incurred during the performance period of the

AGREEMENT.

c. Costs must be identifiable, and supported by legible, itemized evidence (itemized invoices, receipts, or other payment documents).

1.10 Policies and Procedures. VENDOR shall comply with all DEPARTMENT operational policies and procedures. An Executive Summary of DEPARTMENT’s Operational Guidelines for Telepsychiatry is attached hereto at Exhibit A-1.

1.11 Coordination with other DEPARTMENT Service Providers. DEPARTMENT may engage the services of other Service Providers for work related to the work, products, services and/or deliverables in this AGREEMENT. VENDOR will reasonably cooperate with such other Service Providers, and will not commit or permit any act that may interfere with the performance of work by any other Service Provider. The DEPARTMENT Service Providers include, but are not limited to those individuals and entities providing DEPARTMENT Services as defined herein. VENDOR will promptly complete all records, forms, and reports required by DEPARTMENT during the Scheduled Hours.

1.12 Licenses, Permits and Credentials. VENDOR, its agents, employees, volunteers, and subcontractors, possess all special certifications licenses, inspections and permits required by law to perform the Services contemplated by this AGREEMENT and will maintain appropriate accreditation and licensing through the State of Texas or other applicable licensing entities during the Term of this AGREEMENT. VENDOR agrees to obtain and maintain the necessary credentialing required by DEPARTMENT, Harris Health, and the DEPARTMENT’s Community Correction Facility Operator, The Harris Center for Mental Health and IDD, in order to provide medical care and prescribe medications to clients.

VENDOR agrees to notify DEPARTMENT, within five (5) business days of being added to the Office of Inspector General Service Administration's ("GSA") List of Parties Excluded from Federal Procurement and Non-Procurement Programs, which shall constitute "Exclusion" from a federal/state health care program, for purposes of this AGREEMENT. In the event that VENDOR is excluded from any federal/state health care program, DEPARTMENT shall have the option to terminate this AGREEMENT within five (5) business days of issuing written notice to VENDOR.

If VENDOR is excluded from any federal/state health care program and fails to notify DEPARTMENT within five (5) business days of receipt of notice of exclusion, VENDOR agrees to indemnify DEPARTMENT for any sanctions, penalties, or fines incurred by DEPARTMENT under the federal Civil Monetary Penalty law (Section 1128A of the Social Security Act), the Health Insurance Portability and Accountability Act of 1996 or the Balanced Budget Act of 1997, as a result of the excluded party entering this AGREEMENT.

1.13 Definitions. The following terms used in this AGREEMENT shall, unless the context indicates otherwise, have the meanings set forth below:

AGREEMENT - means this Operations AGREEMENT with all exhibits hereto which are incorporated herein by reference.

AMENDMENT - means a Modification of Contract as defined in this Section (a sample of which is annexed to this Agreement at Exhibit G).

Contract Monitor - means the Person(s) designated by DEPARTMENT as such to ensure that VENDOR complies with the terms hereof, by conducting performance audits of the Operational Plan and financial audits of the Program Budget, if applicable.

Counselor - means a Person with appropriate licensure who renders counseling or counseling-related services to an individual, group, organization, corporation, institution, or the general public for compensation.

Offender – also referred to herein as “patient”, “Defendant” or “client”, and means each individual who receives Services from VENDOR hereunder who qualifies for Services and who has been ordered by a court of legal jurisdiction to participate in receiving Services.

DEPARTMENT Policies - means all written policies, procedures, standards, guidelines, directives, and manuals of DEPARTMENT, as same may be amended from time to time, which DEPARTMENT has made available to VENDOR and with which VENDOR has an affirmative obligation to be and remain familiar. DEPARTMENT Policies shall also be deemed by the parties to include the requirements and standards of Harris Health, as it is contemplated that Harris Health will have a greater role in the provision of healthcare services at DEPARTMENT’s Facilities in the foreseeable future.

DEPARTMENT Services – means the health care services provided by the DEPARTMENT through its designees, including, but not limited to, DEPARTMENT staff, The Harris Center for Mental Health and IDD, and The Gateway Foundation - Texas.

Downtime – means circumstances where the electronic medical record system is partially or completely unavailable for either DEPARTMENT and its authorized designees or VENDOR’s Physicians to record or to access patient medical records.

Electronic medical record – means a digital version of the traditional paper-based medical record for individual DEPARTMENT patients (“EMR”).

Electronic medical record system – means the system or systems used to electronically record and store health-related information of DEPARTMENT patients, including, but not limited to, patient treatment notes and prescriptions, so that such information can be created, gathered, managed, and consulted by authorized clinicians and staff (“EMRS”). As of the Effective Date of this AGREEMENT, the EMRS that VENDOR is required to use is DEPARTMENT’s EMRS, CorEMR. If the EMRS utilized by Harris Health becomes available at DEPARTMENT’s Facilities, VENDOR shall utilize that EMRS and agrees to complete any required trainings or credentialing processes required by Harris Health, DEPARTMENT, and DEPARMENT’s designee(s). In an emergency, or in the event that DEPARTMENT’s EMRS experiences downtime, VENDOR may utilize its own EMRS to document Services provided to DEPARTMENT’s clients, provided that any such documentation will be electronically available for DEPARTMENT immediately after services are rendered (i.e., images of such records will be immediately available to print out from VENDOR’s EMRS in read-only access mode by the DEPARTMENT or sent via facsimile to the DEPARTMENT’s designee(s) for upload to patient files).

Facilities - means the DEPARTMENT’S Harris County Residential Treatment Center Facilities (HCRTC) located at 2310 ½ Atascocita Road, Humble, Texas where DEPARTMENT’s clients reside, who will be receiving Services from the VENDOR’s Physicians under this AGREEMENT.

As of the Effective Date of this AGREEMENT, only DEPARTMENT’s Dual Diagnosis Residential Program (DDRP) clients will be utilizing Services under this AGREEMENT.

However, DEPARTMENT, at DEPARTMENT’s discretion, may issue written approval for additional clients beyond those in DEPARTMENT’s DDRP to receive Services under this

AGREEMENT.

Licensure Rules - means the terms and provisions contained in applicable regulatory guidelines.

Modification of Contract – means any change to this AGREEMENT, which must be: in accordance with Section 8.7, documented by means of the form attached hereto as Exhibit G, and signed by the authorized representatives of each party.

Monthly Invoice - means that certain form or electronic reporting mechanism that VENDOR shall prepare and submit to the Harris County Auditor (VendorInvoices@hctx.net) and DEPARTMENT (Harris County Community Supervision and Corrections Department, Attention: Accounts Payable, 49 San Jacinto, Suite 600, Houston, TX 77002) no later than the fifteenth (15th) day after the end of the preceding month, based on the VENDOR Rate and yielding the Monthly VENDOR Payment to be made by DEPARTMENT, a copy of which form is attached hereto as Exhibit C.

Operational Plan - means the written operating and audit system devised jointly by DEPARTMENT and VENDOR prior to and during the term hereof, whereby the delivery of Services shall be evaluated and monitored, and includes, but is not limited to the RFP Specifications, the Executive Summary of DEPARTMENT’s Operational Guidelines for Telepsychiatry, VENDOR’s Proposal, and the Performance Measures, to track and evaluate achievement results of offenders, which plan shall contain a mechanism for monthly self-monitoring reports by VENDOR.

Payment or Payments - means amount(s) agreed to be paid by DEPARTMENT to VENDOR.

Payment to VENDOR – means the mathematical product of the following: the VENDOR Rate calculated by the verified units of time (i.e., hours) or calls (i.e., per call) spent providing services to offenders for each day of the billing month.

Performance Measures - means the standards whereby VENDOR and DEPARTMENT will determine the effectiveness of the Services, as set forth in Article I hereto.

Person - means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, court or other tribunal, or government or any agency or political subdivision thereof.

Program Budget – if applicable, means the financial management system of proposed revenue and expenditures that VENDOR submitted, and whereby VENDOR implements and maintains its books regarding income and expenditures in the provision of Services at the Facilities in accordance with the approved Program Budget (i.e., a program-specific accounting or bookkeeping system).

Resident - means any offender who resides at the Facilities and receives Services pursuant to the terms hereof.

RFP – means that certain Request for Proposals for telemedicine services bearing Job Number 25/0___ attached hereto at Exhibit A-3.

Scheduled Hours – means the hours during which VENDOR shall provide Physician coverage for Outpatient Telemedicine Clinical Services to DEPARTMENT’s patients at the rate(s) set forth in Article I of this AGREEMENT. Scheduled Hours may be modified in the future upon seven (7) business days’ written notice and with the express written further agreement of DEPARTMENT and VENDOR. The initial Scheduled Hours shall be discussed between VENDOR and DEPARTMENT, and finalized between the parties, at the time of, or shortly after, the full execution of this AGREEMENT by the parties’ authorized signatories. VENDOR’s and DEPARTMENT’s authorized designees shall sign schedules reflecting the initial Scheduled Hours and any modifications to them before they become effective.

Service Provider – means health care professionals, other than the VENDOR, that may be engaged by the DEPARTMENT in rendering health care services to Offenders or Residents.

Services or Telemedicine Services - means the delivery by VENDOR of the psychiatric telemedicine services described in Article I and as set forth in this AGREEMENT and exhibits.

State - means the State of Texas.

Telemedicine Equipment - means all equipment owned by the DEPARTMENT and determined by the DEPARTMENT and the VENDOR to be necessary for the provision of Telemedicine Services.

Term - means the duration of this AGREEMENT as specified in Article I.

VENDOR – Manager and Physician Group are collectively referred to in this AGREEMENT as “VENDOR”, unless otherwise indicated by the terms and conditions herein. The terms “VENDOR”, “Physician Group”, and “Manager” shall be deemed to include the employees, agents, independent contractors, affiliates, subsidiaries and subcontractors, of each, as necessary.

The duties, obligations, and liabilities of Physician Group and Manager to each other shall be as set forth in the MSA annexed hereto as Exhibit B and incorporated by reference herein. The duties, obligations and liabilities of Physician Group and Manager to DEPARTMENT arising under this AGREEMENT shall be deemed to be joint and several.

Vendor Rate - means the amount paid by Department to VENDOR for Services during the Term hereof, determined in accordance with the rates set forth in Article I.

1.14 Employee Criminal Background.

VENDOR warrants and represents that it will not assign any person: 1) who fails or refuses to provide information necessary to obtain a criminal background history; or 2) whose criminal record information reveals a conviction or deferred adjudication that renders the person unqualified under state or federal law to perform services or unsuitable for assignment to DEPARTMENT. VENDOR shall not permit any employee or independent contractor, who is currently a fugitive or under deferred adjudication supervision, probation, parole, and/or supervision, to provide contract services, to prepare reports, or to have access to clients’ files during the course of providing services.

A. Furthermore, VENDOR will notify the DEPARTMENT within 24 hours of becoming aware of any employee or independent contractor, who provides services to clients is arrested for, pleads guilty or no contest to, and/or is convicted of misdemeanor (other than a Class C Misdemeanor traffic offense) or felony offenses.

B. VENDOR agrees that at least on an annual basis, DEPARTMENT will conduct criminal background checks (“Background Checks”) in accordance with DEPARTMENT standards and Texas law, including but not limited to, the review of Texas Department of Public Safety (DPS) and National Crime Information Center (NCIC) criminal records, for all VENDOR personnel who provide contract services, treat, prepare progress reports, or access client files, prior to allowing the personnel to provide any services, as well as annually thereafter, if the personnel are continuing to provide services. Copies of the NCIC and Texas Department of Public Safety records shall not be provided to VENDOR due to record access restrictions; DEPARTMENT will notify VENDOR whether candidates pass the background check, and if not, DEPARTMENT notifies the VENDOR that the criminal history prohibits the candidate from providing contract services to DEPARTMENT, including, but not limited to, working inside DEPARTMENT’s Facility or accessing clients’ files. DEPARTMENT shall not disclose such criminal history record information except as provided by law.

C. VENDOR must provide DEPARTMENT with an initial list of staff at the time the VENDOR signs a contract with DEPARTMENT, and upon request thereafter. Vendor’s staff physicians providing telepsychiatry services shall be required to provide digital fingerprints to IdentoGO at one of its locations. Vendor shall be charged the discounted price charged to criminal justice agencies of ten dollars ($10) per set of fingerprints. VENDOR must notify DEPARTMENT of any new and terminated personnel as such changes occur, and VENDOR must also notify DEPARTMENT at least once per contract term of VENDOR employees or independent contractors with a criminal background. In addition, at least quarterly, vendor is also responsible for supplying HCCSCD with a list of any changes to existing staff or independent contractors assigned in conjunction with the services provided at DEPARTMENT facilities, including but not limited to, new personnel and terminated personnel. VENDOR employees or independent contractors with a criminal background must be approved by DEPARTMENT to provide services. If determined to be applicable by DEPARTMENT, VENDOR may be requested to complete a Criminal Justice Information Security (CJIS) Addendum, in accordance with applicable laws. Additional information is available at:

https://www.dps.texas.gov/SecurityReview/documents/htm. DEPARTMENT reserves the right, in its sole discretion, to require vendor to prohibit any of its personnel from providing services.

D. Reports of Allegations Involving Violations of Penal Law. DEPARTMENT may report or a complainant/witness client may be directed to report alleged violations of any penal law directly to any licensing or certifying authority of the VENDOR, VENDOR’s employee(s) or VENDOR’s subcontractor(s).

1.15 Insurance. VENDOR shall obtain and maintain in force insurance coverage in accordance with all applicable laws and industry standards to cover the types of claims described in Section

6.1 of this Agreement.

A. More specifically, VENDOR shall maintain the following coverage at all times during the Initial Term and any Renewal Term(s) of this AGREEMENT:

1. Workers Compensation, as required by the laws of Texas, and Employers’ Liability, as well as All States, USL&H and other endorsements, if applicable to the Project, and in accordance with state law.

For Employers’ Liability, a minimum of One Million Dollars ($1,000,000.00) per Each Accident;

One Million Dollars ($1,000,000.00) per Disease-Each Employee; and One Million Dollars ($1,000,000.00) Policy Limit.

2. Commercial General Liability Coverage including, but not limited to, Premises and Operations, Products Liability, Broad Form Property Damage, Contractual Liability, Cross Liability, and Personal and Advertising Injury Liability.

A minimum of One Million Dollars ($1,000,000.00) each occurrence Limit; One Million Dollars ($1,000,000.00) Personal and Advertising Injury Limit; Products/Completed Operations One Million Dollars ($1,000,000.00) Limit; General Aggregate Limit Two Million Dollars ($2,000,000.00).

3. Automobile Liability Coverage, including coverage for all owned, hired, and non-owned vehicles used in connection with this AGREEMENT.

A minimum of One Million Dol1ars ($1,000,000.00) Combined (Bodily Injury and Property Damage) Single Liability Limit.

4. Umbrella/Excess Liability Coverage with a minimum of One Million Dollars ($1,000,000.00) Each Occurrence/Aggregate Limit.

5. Professional/Errors and Omissions Liability Coverage with a minimum of One Million Dollars ($1,000,000.00) Each Occurrence/Aggregate Limit. VENDOR shall maintain professional liability insurance for each Physician providing Services under this AGREEMENT with minimum liability limits of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate.

B. Certifications of insurance shall be filed with DEPARTMENT prior to execution of this AGREEMENT. VENDOR shall notify DEPARTMENT within fifteen (15) days of the cancellation, non-renewal, or proposed material change to, any policy required herein, and VENDOR shall provide evidence to DEPARTMENT of suitable replacement policies.

Certificates of insurance provided by VENDOR shall reflect that the DEPARTMENT has been named as an additional insured on all policies of insurance required by this AGREEMENT, including on any necessary policy endorsements.

C. Compliance with the foregoing insurance requirements shall not relieve VENDOR from any liability under the indemnity provisions of this AGREEMENT, and DEPARTMENT has the option to terminate this AGREEMENT in accordance with the provisions herein, due to the failure by VENDOR to keep in force the required insurance coverage.

D. All policies of insurance shall waive all rights of subrogation against the DEPARTMENT, its officers, employees, and agents.

E. The DEPARTMENT reserves the right to require additional insurance if it deems it necessary. In the event of any conflict between the minimum insurance requirements set forth in Section 6.1 of this AGREEMENT and those in this Section of the AGREEMENT, the minimum insurance requirements set forth in this Section of the AGREEMENT shall control.

1.16 Confidentiality. Under no circumstances, except as required to be disclosed by law, rule, regulation, subpoena or other administrative or legal process or by applicable regulatory or professional standards or rules, shall VENDOR at any time, during the term of this AGREEMENT or thereafter, release or divulge any confidential material, information or documents received from or on behalf of DEPARTMENT during the performance of the Services without the express written consent of DEPARTMENT, nor shall VENDOR copy, recreate or use any such confidential information or documents other than for the performance of this AGREEMENT. When applicable, records of identity, diagnosis, prognosis, or treatment of any client through this AGREEMENT shall be confidential and may be disclosed only in accordance with applicable laws. Absent specific statutory authority to the contrary, no confidential information may be released without the client's written consent as documented by a signed release form that complies with the requirements of the applicable laws and regulations. If applicable, prior to the disclosure or redisclosure of confidential client information, VENDOR must also obtain the consent of the Court with jurisdiction over the client’s case(s). VENDOR shall promptly notify the DEPARTMENT in writing if any legal process, including but not limited to subpoenas and other requests for access, requires disclosure of a client's record or records related to the Services, and shall obtain written acknowledgment of the DEPARTMENT's representative.

1.17 Texas Public Information Act.

A. The Parties expressly acknowledge that the AGREEMENT is subject to the Texas Public Information Act, TEX. GOV’T CODE ANN. §§ 552.001 et seq., as amended (the “Act”).

B. It is expressly understood and agreed that the DEPARTMENT, its officers and employees may request advice, decisions and opinions of the Attorney General of Texas (“Attorney General”) in regard to the application of the Act to any software, information, or data furnished to the DEPARTMENT, whether or not the same are available to the public. It is further understood that the DEPARTMENT, its officers and employees shall have the right to rely on the advice, decisions, and opinions of the Attorney General, and that the DEPARTMENT, its officers, and employees shall have no liability or obligations to VENDOR for the disclosure to the public, or to any person or persons, of any software, information, or data furnished to the DEPARTMENT in reliance on any advice, decision or opinion of the Attorney General.

C. In the event the DEPARTMENT receives a written request for information pursuant to the Act that affects VENDOR’s rights, title to, or interest in any information or data or a part thereof, furnished to the DEPARTMENT by VENDOR under this AGREEMENT, then the DEPARTMENT will promptly notify VENDOR of such request. VENDOR may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Act. VENDOR is solely responsible for submitting the memorandum brief and information to the Attorney General within the time period prescribed by the Act and for seeking any declaratory or injunctive relief regarding the disclosure of information that it deems confidential or privileged.

D. Electronic Mail Addresses. VENDOR affirmatively consents to the disclosure of its e-mail addresses that are provided to the DEPARTMENT, Harris County, or any regulator of the DEPARTMENT. This consent is intended to comply with the requirements of the Act, and shall survive termination of this AGREEMENT. This consent shall apply to e-mail addresses provided by VENDOR, agents acting on behalf of VENDOR, and to any e-mail address provided in any form related to this AGREEMENT.

1.18 HIPAA Requirements. The parties acknowledge that this AGREEMENT may be subject to the Health Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH Act"), the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as codified at 42 USC § 1320d-1 through d-8, and any current and future regulations promulgated under either the HITECH Act or HIPAA, including without limitation, the federal privacy regulations contained in 45 C.F.R. Parts 160 and 164 (the "Federal Privacy Regulations"), the federal security standards contained in 45 C.F.R. Parts 160, 162 and 164 (the "Federal Security Regulations"), and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160 and 162 (the "Federal Electronic Transactions Regulations"), all as may be amended from time to time, and all collectively referred to herein as "HIPAA Requirements."

VENDOR agrees to enter into any further agreements as necessary to facilitate compliance with HIPAA Requirements, and VENDOR agrees to comply with all applicable rules and regulations regarding protected health information, including, but not limited to, those set forth in the Health

Insurance Portability and Accountability Act (“HIPAA”). An excerpt outlining some of VENDOR’s HIPAA responsibilities is attached hereto and incorporated herein as Exhibit I.

1.19 Termination for Health and Safety Violations. In addition to the termination provisions set forth in Articles III and V, DEPARTMENT may terminate this AGREEMENT immediately without prior notice if VENDOR fails to perform any of its obligations in this AGREEMENT and the failure (a) created a potential threat to health or safety or (b) violated a law, ordinance, or regulation designed to protect health or safety, as such a failure shall be deemed a material breach of this AGREEMENT. This provision is not intended to waive or preclude any other remedies that the parties may otherwise have in law, equity, or elsewhere in this AGREEMENT, and the right to terminate for such a breach is in addition to, and not in lieu of, any other remedies.

1.20 Termination Statement. As soon as practicable after receiving notice of termination, VENDOR will submit a statement to DEPARTMENT that complies with the requirements in this AGREEMENT and details all unbilled services provided by VENDOR in accordance with this AGREEMENT to the date of termination.

1.21 Return of Documents after Termination. If permitted by law and any established ethical requirements applicable to specific professionals, VENDOR will deliver to DEPARTMENT copies of all completed or partially completed data, information, and documents prepared in the performance of this AGREEMENT. Within two (2) business days after the effective date of termination, VENDOR will return to DEPARTMENT all records, files, documents, notes and other items in VENDOR's possession that relate to any assignments or work that VENDOR has undertaken or has given in the performance of this AGREEMENT. Nothing in this section, however, is intended to require VENDOR to surrender VENDOR's own records to

DEPARTMENT.

1.22 Continued Telemedicine Services. Notwithstanding any terms and conditions in Articles III or V of this AGREEMENT that may appear to be to the contrary, following any notice of termination issued pursuant to this AGREEMENT, whether it is issued by VENDOR or DEPARTMENT, DEPARTMENT and VENDOR shall cooperate with each other with respect to the performance or discontinuance of Telemedicine…