AGREEMENT FOR ___ BY AND BETWEEN TRAVIS COUNTY

HEALTHCARE DISTRICT D/B/A CENTRAL HEALTH AND ____

This Agreement for ___ (“Agreement”) is entered into by and between the Travis County Healthcare District d/b/a Central Health, a hospital district created under Chapter 281 of the Texas Health and Safety Code, (“Central Health”), and ___, a [corporation/partnership/etc] (“Consultant”) (each a “Party” and collectively the “Parties”), effective as of ___, 20__ (the “Effective Date”).

WHEREAS, Central Health desires to obtain consultants to provide ___ services for Central Health[, CommUnityCare, Sendero Health Plans, Community Care Collaborative (the “Central Health Enterprise”)]; and

WHEREAS, Central Health issued a Request for Proposal (RFP) ___ on ___ (the “RFP”), which sought qualified entities to perform the aforementioned services; and

WHEREAS, Central Health received and evaluated the proposals submitted in response to the RFP and selected Consultant as the most qualified entity, providing the best value to Central Health; and

WHEREAS, Consultant has the desire, ability, experience, and knowledge to provide the desired services; and

WHEREAS, Consultant is willing to perform these services on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the amount and sufficiency of which are acknowledged, Central Health and Consultant agree as follows:

I. PERFORMANCE OF SERVICES

1.1 Services. Consultant will provide ___ (“Services”) identified in the Scope of Services, attached hereto as Attachment A.

1.2 Additional Costs and Services. The Parties acknowledge that the scope of Services is based on information, assumptions, and beliefs that the Parties have as of the Effective Date. Given that the Services may be contingent on circumstances that neither Party can control or foresee, the scope of Services that Consultant is required to provide may change. The Parties acknowledge this situation and agree that, as soon as either recognizes that a development is likely to result in a change to the Scope of Services, it will so inform the other Party so that Parties can discuss the situation and determine what, if any, adjustments to the Agreement are required as a result of the development.

No change in compensation or any other provision of this Agreement is effective unless and until this Agreement is amended pursuant to Section 17.1 of this Agreement.

1.3 Cooperation and Coordination. Consultant will cooperate and coordinate with Central Health staff in the performance of the Services. Consultant will meet on an as-needed basis with Central Health staff to discuss the progress and goals of the services and, when requested, will make reports to the Central Health Board of Managers on the same.

1.4 Standard of Care. Consultant will provide Central Health with high quality and cost-effective Services meeting a standard that a reasonably prudent and consultant would provide in similar circumstances performing the same services in Travis County, Texas.

1.5 Licenses and Equipment. Consultant warrants that it will possess and maintain during the duration of the Agreement all permits, licenses and professional credentials necessary to perform the Services. Consultant must also own and provide the appropriate equipment necessary to provide the Services.

II. TERM OF AGREEMENT

2.1 Initial Term. This Agreement is for a period of time, beginning on ___, 20__, and ending on ___, 20__ (the “Initial Term”). Consultant will not be compensated until the Agreement has been executed by both Parties.

2.2 Renewal Term. Central Health may unilaterally extend this Agreement for up to ___ (___) additional ___ (___) [month/year] period(s) (each a “Renewal Term”). All provisions of this Agreement will remain unchanged and in full force and effect during the Renewal Term, unless otherwise amended by the Parties pursuant to the terms of the Agreement.

2.3 Agreement Extension. Upon expiration of the Initial or any Renewal Term, Consultant agrees to hold over under the terms and conditions of this Agreement for such a period of time as is reasonably necessary to negotiate or award a new contract.

III. COMPENSATION

3.1 Compensation. For and in consideration of the satisfactory performance of the Services referred to in Section 1 and Attachment A of this Agreement, Central Health will pay Consultant a total of ___ dollars ($___) during the Initial Term (the “Not to Exceed Amount”) and any Renewal Term.

The Parties agree that this Not to Exceed Amount is inclusive of all administrative and travel expenses incurred to perform the Services and further agree that this amount is not a guaranteed minimum.

3.2 Administrative and Travel Expenses. With Central Health’s prior written approval, Consultant may bill Central Health for those administrative and travel expenses that are beyond the reasonable and ordinary expenses Consultant incurs in connection with the performance of Services under the Agreement. For avoidance of doubt, the phrase “expenses that are beyond reasonable and ordinary expenses” means expenses the Consultant incurs due to abnormal circumstances. An example of an abnormal circumstance would be a circumstance that required Consultant to travel outside of the Austin, Texas metropolitan area at the express direction of Central Health to perform the Services under this Agreement.

3.3 Satisfactory Completion of Services. Central Health will not pay Consultant for any Services that are not satisfactorily completed or for any additional fees or costs, not including those to which Central Health has given its express, written approval.

3.4 Payment Method. Subject to Section 3.1 above, Central Health will make payment to Consultant by electronic payment upon submission of an invoice that meets the requirements of Section 3.5 below. Invoices must be submitted to: finance@centralhealth.net.

3.5 Invoice. Consultant will submit invoices to Central Health within thirty (30) days of the end of the month in which the Services encompassed by the invoice were rendered. Failure to submit the invoice timely will result in a delay of payment. At a minimum, invoices will include: (i) name, address, and telephone number of Consultant and similar information if payment is to be made to a different address; (ii) Central Health contract or purchase order number, as applicable, (iii) identification of Service(s) performed; (iv) the number of hours each Service took to complete or mailto:finance@centralhealth.net perform; and (v) any additional payment information, including expense information, which may be called for by the Agreement. Central Health shall pay all invoices within thirty (30) days following receipt in accordance with the Prompt Payment Act, Chapter 2251 of the Texas Government Code.

3.6 W-9 Taxpayer Identification Form. Consultant will provide Central Health with an Internal Revenue Service Form W-9, Request for Taxpayer Identification Number and Certification, which is completed in compliance with the Internal Revenue Code and its rules and regulations.

Consultant acknowledges that this W-9 Form must be provided to Central Health before any funds are payable under this Agreement. If there are any changes in the W-9 form during the term of the Agreement, Consultant will provide Central Health with a new and correct W-9 form before the next payment is due.

3.7 Overpayment. Consultant will refund to Central Health any money that has been paid to Consultant by Central Health, which Central Health determines has resulted in an overpayment to Consultant. This refund will be made by Consultant within thirty (30) days of the date that the refund is requested by Central Health. If Consultant fails to refund any money owed to Central Health within thirty (30) days of Central Health’s request for same, Central Health may deduct the amount owed to it from the next payment payable to Consultant.

3.8 Delinquent Property Taxes. Notwithstanding anything to the contrary contained herein, if Consultant is delinquent in the payment of Travis County property taxes at the time of invoicing, Consultant agrees to assign any payments to be made by Central Health for Services provided hereunder to the Travis County Tax Assessor-Collector.

3.9 Sales Tax. In recognition of the fact that Central Health is a political subdivision of the State of Texas, all payments due hereunder will exclude any sales or excise taxes imposed by any federal, state, or local government. Central Health agrees to provide Consultant with sales and use tax exemption certificates or other documentation necessary to support sales or use tax exemptions, upon request.

IV. TERMINATION

4.1 Termination for Default. If either Party defaults in the performance of its obligations (including compliance with any covenants) under this Agreement and such default is not cured within thirty

(30) days of the receipt of written notice thereof, then the non-defaulting Party will have the right (in addition to any other rights that it may have) by further written notice to terminate the Agreement on any future date that is not less than thirty (30) days from the date of that further notice.

4.2 Termination for Convenience. In addition to, and without restricting any other legal, contractual, or equitable remedies otherwise available, Central Health may terminate the Agreement without cause and penalty, by giving the Consultant at least thirty (30) days written notice.

4.3 Termination for Gratuities. Central Health may terminate this Agreement if it is found that gratuities of any kind, including entertainment or gifts, were offered or given by the Consultant or any agent or representative of the Consultant to any Central Health official or employee with a view toward securing this Agreement. If this Agreement is terminated by Central Health pursuant to this provision, Central Health will be entitled, in addition to any other rights and remedies, to recover from the Consultant at least three times the cost incurred by Consultant in providing the gratuities.

4.4 Funding Out. If Central Health fails to provide funding for this Agreement, Central Health may terminate this Agreement without penalties by giving Consultant written notice that this Agreement is terminated due to the failure to fund it.

V. INDEPENDENT CONTRACTOR

5.1 Independent Contractor. This Agreement does not create and will not be construed as creating an employer/employee relationship, a partnership, or a joint venture between Central Health and Consultant. Consultant’s Services are, and will remain throughout the term of this Agreement, those of an independent contractor. Consultant further acknowledges that neither Consultant nor any employee of Consultant will be considered an employee of Central Health or gain any rights against Central Health pursuant to Central Health’s personnel or workplace policies.

5.2 Consultant Employees, Insurance, and Taxes. Consultant assumes all of the rights, obligations, and liabilities applicable to it as an independent contractor, including the responsibility for the compensation of employees, the withholding and payment of taxes, and for purchasing any liability, disability, or health insurance coverage deemed necessary by Consultant. Consultant acknowledges and agrees that neither federal, state, nor local income tax, nor payroll tax of any kind, will be withheld or paid by Central Health on behalf of Consultant or its employees. Payment of all income tax is the responsibility of Consultant.

VI. DISPUTES AND APPEALS

6.1 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 the Agreement.

6.2 Notice of a Dispute. When a Dispute arises under this Agreement, the disputing Party shall give the other Party written notice of the Dispute that shall contain a brief statement of the nature of the Dispute.

6.3 Negotiation. In the event of a Dispute between the Parties, the Parties will promptly, amicably, and in good faith attempt to resolve the Dispute through informal negotiations. If the Parties are unable to resolve the Dispute within thirty (30) days of the date on which the disputing Party sent written notice of the Dispute, the Parties may submit to mediation as set forth herein.

6.4 Mediation. If the Parties are unable to resolve the Dispute within sixty (60) days after commencing negotiation, the Parties may submit that Dispute to mediation. The Parties agree to use a mutually agreed upon mediator, or someone appointed by the Court having jurisdiction, as the provider of mediators for mediation as described in Section 154.023 of the Texas Civil Practice and Remedies Code. Unless both Parties are satisfied with the result of the mediation, the mediation will not constitute a final and binding resolution of the dispute. All communications within the scope of the mediation will remain confidential as described in Section 154.073 of the Texas Civil Practice and Remedies Code, unless both Parties agree, in writing, to waive the confidentiality.

VII. CONSULTANT’S CERTIFICATIONS & WARRANTIES

7.1 Certification. Consultant certifies that Consultant is a duly qualified, capable, and licensed business entity or individual; Consultant has the skills necessary to provide the specialized Services set forth in this Agreement; Consultant is not in receivership and does not contemplate it; and, Consultant has not filed for bankruptcy and does not contemplate it. Further Consultant certifies that it is not currently delinquent with respect to payment of property taxes within Travis County, Texas.

7.2 Debarment, Suspension, and Other Responsibility Matters. Consultant, by signing this Agreement, hereby certifies that, to the best of its knowledge and belief, it:

7.2.1 is not listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts;

7.2.2 is not presently debarred suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency;

7.2.3 has not within a three-year period preceding this Agreement been convicted of—or had a civil judgment rendered against it for—commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

7.2.4 is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in Section 7.2.3; and

7.2.5 has not within a three-year period preceding this Agreement had one or more public transactions (Federal, State, or local) terminated for cause or default.

Where Consultant is unable to certify to any of the statements in this Section, Consultant shall provide an explanation of such inability prior to the Effective Date of this Agreement for Central Health’s consideration and evaluation, with the understanding that such may result in termination of this Agreement by Central Health. The certifications contained in this Section are material representations of fact upon which reliance were placed at Agreement execution. If Central Health later discovers that Consultant knowingly made a false certification, then, in addition to other remedies available to Central Health, Central Health may terminate this Agreement.

7.3 Non-Solicitation. Consultant warrants that neither Consultant nor any of its directors, officers, or employees has:

7.3.1 employed or retained any person to solicit this Agreement upon an understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial selling agencies maintained by the Consultant to secure business;

7.3.2 agreed, as an express or implied condition to obtaining this Agreement, to employ or retain the services of any firm or person; or

7.3.3 paid or agreed to pay any firm, organization, or person (other than bona fide employees working solely for Consultant) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the Services provided under this Agreement.

For breach or violation of the above-stated warranty, Central Health shall have the right to terminate this Agreement without liability or, in its discretion and as applicable, to add to or deduct from the Agreement price or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

7.4 Intellectual Property. Consultant warrants that all applicable copyrights, patents, and other forms of intellectual property rights that may exist or be incorporated on materials used in this Agreement have been adhered to; Central Health will not be liable for any infringement of those rights; and any rights not granted to Central Health hereunder will apply for the duration of the Agreement.

7.5 Comptroller’s List and Boycott Verification. Consultant warrants that:

7.5.1 it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code, and that its name is not included on the list maintained by the Texas State Comptroller of companies known to have contracts with or provide supplies or services to a foreign terrorist organization; and

7.5.2 if it has ten (10) or more full-time employees and, at any point during the term of the Agreement, Consultant has received one hundred thousand dollars ($100,000) or more for the Services or goods provided under this Agreement, Consultant will verify that it does not:

i. boycott Israel, as defined by Texas Government Code Chapter 2271, and will not boycott Israel during the Agreement Term and for so long as Texas Government Code Chapter 2271 is in effect;

ii. boycott energy companies, as defined in Texas Government Code Chapter 2276, and will not boycott energy companies during the Agreement Term; or

iii. have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, as defined in Texas Government Code Chapter 2274, and will not discriminate against a firearm entity or firearm trade association during the Agreement Term.

VIII. EXPRESS ACKNOWLEDGEMENTS

8.1 No Third-Party Beneficiary. The Parties acknowledge and agree that no provision of this Agreement is intended to benefit any person or entity not a Party to this Agreement, nor will any person or entity that is not a Party to this Agreement have any right to seek to enforce or recover any right or remedy with respect hereto.

8.2 Non-Exclusivity. The Parties acknowledge and agree that this is not an exclusive agreement and that Central Health is free to retain any other contractor(s) in addition to or in lieu of Consultant.

IX. ACCESS AND AUDIT; RECORDS

9.1 Access and Audit. During the term of this Agreement and for a period of four (4) years following termination of this Agreement or the expiration of any ongoing audit or Dispute, whichever occurs later, Central Health maintains the right to access, inspect, and audit any of the Consultant’s books, documents, or records that relate to Consultant’s receipt of payments hereunder. Central Health may conduct its inspection or audit through its own employees, agents, or representatives or through independent external auditors selected by Central Health upon at least seventy-two (72) hours’ notice to the Consultant. Any inspection or audit will be conducted at Central Health’s expense, on Consultant’s’ property, and during regular business hours. Consultant agrees to provide

Central Health, its authorized employees, agents, or representatives with adequate and appropriate workspace to review these books, documents, and records, and further agrees that any materials which Central Health requests a copy of will be made available to Central Health.

9.2 Records Maintenance. Consultant will maintain all information and data created, sent, or received under this Agreement in accordance with all applicable laws and regulations, including state records retention requirements. To the extent that Consultant receives, or comes into contact with, information that Central Health or its affiliated entities may consider confidential, Consultant agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Central Health employees, agents, or representatives, or, when authorized to do so, in the course of performing Services under the Agreement. Consultant agrees that all data maintained, created, transmitted, or received under this Agreement will only be (i) accessed by authorized personnel, (ii) from within the United States, (iii) in accordance with all applicable laws and regulations of the United States and Texas; and (iv) in the course of performing the services under this Agreement. Consultant further agrees that all such data, information, and records will be maintained, created, transmitted, and received solely within the contiguous forty-eight (48) United States.

9.3 Public Information Act. Notwithstanding Section 9.2, Consultant understands that Central Health is subject to the provisions of the Texas Public Information Act (“PIA”), Chapter 552 of the Texas Government Code, and all legal authorities relating to the Act, including decisions and letter rulings issued by the Texas Attorney General’s Office. If Central Health receives a request for disclosure of any information related to the Services provided under this Agreement, including any procurement documents, or for information provided to Central Health under this Agreement that constitutes a record under the PIA, Central Health will utilize its best efforts to comply with the PIA. Consultant authorizes Central Health to submit any information provided under the Agreement or otherwise requested to be disclosed, including information that the Consultant has labeled as confidential or proprietary, to the Office of the Attorney General for a determination as to whether any such information may be excepted from public disclosure under the PIA. It is the Consultant’s responsibility and obligation to make any legal argument to the Attorney General or court of competent jurisdiction regarding the exception of the information in question from disclosure. Consultant waives any claim against and releases from liability Central Health, its directors, officers, employees, agents, and representatives with respect to disclosure of information provided under this Agreement or otherwise created, assembled, maintained, or held by the Consultant, including that information marked as confidential or proprietary and determined by the Attorney General or a court of competent jurisdiction to be subject to disclosure under the Act. This Section will survive the termination of this Agreement.

X. INDEMNIFICATION, CLAIMS NOTIFICATION, AND INSURANCE

10.1 INDEMNIFICATION. IN THE PERFORMANCE OF THIS AGREEMENT,

CONSULTANT AGREES TO AND WILL INDEMNIFY AND HOLD CENTRAL

HEALTH, ITS DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS

FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, DAMAGES,

LOSSES, AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF

LITIGATION, COURT COSTS, AND ATTORNEY’S FEES, THAT ARISE IN WHOLE

OR IN PART FROM ANY ACT OR OMISSION BY CONSULTANT OR ANY OF ITS

OFFICERS, EMPLOYEES, OR SUBCONTRACTORS. CONSULTANT ALSO AGREES

TO INDEMNIFY CENTRAL HEALTH, ITS DIRECTORS, OFFICERS, AGENTS, AND

EMPLOYEES FROM ALL CLAIMS, CAUSES OF ACTION, DAMAGES, LOSSES, AND

LIABILITIES OF EVERY KIND, INCLUDING COURT COSTS AND ATTORNEY’S

FEES, FOR DAMAGES TO ANY PERSON, ENTITY, OR PROPERTY ARISING IN

CONNECTION WITH ANY ALLEGED OR ACTUAL INFRINGEMENT OF EXISTING

INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO MATERIALS USED BY

CONSULTANT IN THE PERFORMANCE OF THIS AGREEMENT. THE FOREGOING

INDEMNIFICATION OBLIGATIONS WILL SURVIVE THE TERMINATION OF THIS

AGREEMENT AND WILL BE LEGALLY BINDING UPON CONSULTANT, EVEN IF

THE CLAIM, CAUSE OF ACTION, DAMAGE, LOSS, OR LIABILITY RESULTS FROM

THE JOINT NEGLIGENCE OF CONSULTANT AND ANY OTHER THIRD PARTY.

10.2 Claims Notification. If Consultant receives notice or becomes aware of any claim or other action, including proceedings before an administrative agency, that are made or brought by any person or entity against Consultant and such claim is related to the Services and may affect Consultant’s ability to perform the Services in a timely manner, Consultant will give written notice to Central Health of: (a) the claim or other action within ten (10) working days after being notified of it; (b) the name and address of the person or other entity that made a claim, or that instituted any type of action or proceeding; (c) the alleged basis of the claim, action or proceeding; (d) the court or administrative tribunal, if any, where the claim, action or proceeding was instituted; and (e) the name or names of any person against whom this claim is being made. This written notice will be given in the manner provided in Section 13 of this Agreement. Except as otherwise directed, Consultant will furnish to Central Health copies of all pertinent papers received by Consultant with respect to these claims or actions and all court pleadings related to the defense of these claims or actions.

10.3 Insurance. Consultant shall have, and shall require all subcontractors of every tier providing Services under this Agreement to have, insurance meeting the requirements set forth in Attachment D and sufficient to cover the needs of Consultant and/or Subcontractor pursuant to applicable generally accepted business standards.

XI. INTERPRETATIONAL GUIDELINES

11.1 Headings. Headings and titles at the beginning of the various provisions of this Agreement have been included only to make it easier to locate the subject matter covered by that provision or subsection and will not be used in construing this Agreement.

11.2 Computation of Time. Whenever an obligation must be performed within a specific period of time under this Agreement, the Parties agree that the time period will exclude the first day of the period and will include the last day of the same period. The Parties further agree that, if the last day of any period falls on a Saturday, Sunday, or a day that Central Health has declared a holiday for its employees, the last day of the period in which an obligation must be performed is the next business day that is not a Central Health holiday.

11.3 Gender and Number. Words of any gender in this Agreement will be construed to include any other gender, and words in either singular or plural form will be construed to include the other unless the context in the Agreement clearly requires otherwise.

11.4 Conflicts Among Documents – Order of Priority. The Parties understand and agree that if there is any conflict between the provisions in this Agreement and any provision in the RFP or Proposal, the documents will prevail in the order set forth below:

i. Business Associate Agreement (Attachment E).

ii. This Agreement, including any attachments other than those set out in the order below.

iii. The RFP including all attachments, clarifications, and questions/answers, plus any specific deviations to the RFP submitted in Consultant’s Proposal that were expressly accepted by Central Health (Attachment F).

iv. Consultant’s Proposal (Attachment G).

XII. ENTIRE AGREEMENT, COUNTERPARTS, SEVERABILITY, AND SURVIVAL

12.1 Attachments. The attachments enumerated and denominated below are hereby made a part of this Agreement as if set forth verbatim herein and constitute promised performances by the Parties in accordance with all terms of the Agreement.

i. Attachment A – Scope of Services

ii. Attachment B – Conflict of Interest Questionnaire

iii. Attachment C – Form 1295, Certificate of Interested Parties

iv. Attachment D – Insurance

v. Attachment E – Business Associate Agreement

vi. Attachment F – The RFP

vii. Attachment G – Consultant’s Proposal

12.2 Entire Agreement. All oral and written agreements between the Parties to this Agreement relating to the subject matter of this Agreement that were made prior to the execution of this Agreement have been reduced to writing and are contained in this Agreement.

12.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed an original, and all of which together will constitute one and the same Agreement.

12.4 Severability. If any portion of this Agreement is ruled invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the remainder of the Agreement shall remain valid and binding.

12.5 Survival. Any term of this Agreement that logically should survive the termination of the Agreement shall survive and be enforceable by the Parties.

XIII. NOTICES

13.1 Notices. Any notice required or permitted to be given under this Agreement by one Party to the other will be in writing. Notice will be deemed to have been given immediately if delivered in person to the intended Party or sent via email with read receipt requested. Notice will be deemed to have been given on the third day following mailing if placed in the United States Mail, postage prepaid, by registered or certified mail with return receipt requested, and addressed to the Party to whom the notice is to be given at the address set forth in this section.

13.1.1 The address of Central Health for all purposes under this Agreement is:

Dr. Patrick Lee (or his successor in office) President and CEO Travis County Healthcare District 1111 E. Cesar Chavez St.

Austin, Texas 78702 CHpurchasing@centralhealth.net mailto:CHpurchasing@centralhealth.net

13.1.2 The address of the Consultant for all purposes under this Agreement is:

13.2 Change of Address. The Parties may change the person or address to which notice will be sent by giving notice of the change to the other Party in compliance with this section.

XIV. ASSIGNMENTS AND SUBCONTRACTS

14.1 Assignment. Central Health may assign any of its obligations under this Agreement. Consultant may assign any of its rights or obligations under this Agreement only with the prior written consent of Central Health. No official, employee, representative, or agent of Central Health has the authority to approve any assignment under this Agreement unless that specific authority is expressly granted by Central Health Board of Managers.

14.2 Successors Bound. The terms, provisions, covenants, obligations, and conditions of this Agreement are binding upon and inure to benefit of the successor-in-interest and assigns of the Parties to this Agreement if the assignment or transfer is made in compliance with the provisions of this Agreement.

14.3 Subcontracting. Consultant shall not enter into any subcontracts for any service or activity relating to the performance of this Agreement without the prior written approval or the prior written waiver of this right of approval from Central Health. To the extent that Consultant submitted subcontracts as part of its proposal to the RFP, those subcontracts are hereby approved. No official, employee, representative, or agent of Central Health has the authority to approve any subcontract under this Agreement unless that specific authority is expressly granted by Central Health Board of Managers.

Should Consultant subcontract any of the services required in this Agreement, Consultant expressly understands and acknowledges that in entering into such subcontract(s), Central Health is in no manner liable to any subcontractor(s) of Consultant. In no event shall this provision relieve Consultant of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with this Agreement.

14.4 HUB Subcontracting. If a subcontract is approved, Consultant must (i) make a “good faith” effort to take all necessary and reasonable steps to ensure that HUBs (Historically Underutilized Business, as defined in Texas Government Code, Section 2161.001) have a maximum opportunity to be subcontractors under this Agreement and (ii) verify that the proposed subcontractor is not debarred, suspended, declared ineligible, or voluntarily excluded from participation in a covered transaction.

Consultant’s failure to make a good faith effort to employ HUBs as subcontractors or to verify that the proposed subcontractor is not debarred, suspended, or ineligible, or excluded from covered transactions constitutes a breach of this Agreement and may result in termination of this Agreement.

Additionally, Consultant shall include the requirements of this section and of Section 7.2 (related to debarment, suspension, ineligibility, and voluntary exclusion) without modification in any subcontracts or solicitations for subcontracts.

XV. LAW AND VENUE

15.1 Compliance with Federal, State, and Local Laws. Both Parties will comply with the Constitutions of the United States and Texas and with all applicable federal, state, and local laws, orders, regulations, and rules that govern any promises made, or obligations created, by this Agreement. For example, Consultant will not discriminate against any employee or applicant for employment based on race, religion, color, gender, national origin, age, or handicapped condition.

15.2 Law and Venue. The laws of the State of Texas (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement and all of the transactions it contemplates, including, without limitation, its validity, interpretation, construction, performance, and enforcement. Venue for any dispute arising out of this Agreement will lie in the appropriate court of Travis County, Texas.

XVI. CONFIDENTIALITY AND PRIVACY

16.1 Confidentiality. In providing Services to Central Health, Consultant may receive confidential and proprietary information. Consultant will preserve the confidentiality of Central Health’s information and agrees not to discuss or divulge such information to anyone other than Central Health, its appropriate personnel, designees, or appropriate third parties as required in the course of performing Services under the Agreement. Consultant shall treat all information maintained, created, sent, or received under this Agreement in accordance with all applicable laws and regulations of the United States and Texas. If access to any of the materials in Consultant’s possession relating to this Agreement is sought by a third party, or Consultant is requested or compelled to testify as a fact witness in any legal proceeding related to Consultant’s work for Central Health, by subpoena or otherwise, or Consultant is made a party to any litigation related to Consultant’s work for Central Health, Consultant will promptly notify Central Health of such action, and cooperate with Central Health concerning Consultant’s response thereto. At its sole discretion, Central Health may choose to defend Consultant regarding such request or proceeding or may direct Consultant to retain counsel for Consultant’s defense for which Central Health shall reimburse Consultant for all reasonable attorney’s fees and costs-. In such event, Central Health will compensate Consultant at Consultant’s standard billing rates for Consultant’s professional fees and expenses for Consultant’s staff time involved in responding to such action.

16.2 Work Product. All documents produced by Consultant under this Agreement, including analyses, assessments, projections, reports, plans, drawings, maps, or records, and all data contained therein that are developed, conceived, or prepared by Consultant in connection with the Services (collectively “Work Product”), whether or not accepted or rejected by Central Health, are the property of Central Health.

16.2.1 Consultant hereby grants and assigns to Central Health all rights and claims of whatever nature whether now or hereafter arising in and to the Work Product and will cooperate fully with Central Health in any steps Central Health may take to obtain patent, copyright, trademark, or like protections with respect to the Work Product.

16.2.2 Central Health will have the exclusive right to use the Work Product for the completion of the Services or otherwise, the Work Product will not be used or published by Consultant or any other person unless expressly authorized by Central Health in writing.

16.2.3 Consultant will treat all Work Product as confidential, and, upon termination of this Agreement, Consultant will deliver the original Work Product to Central Health at no cost.

16.3 Secure Erasure. All equipment that may be used by Consultant and that is known to store Central

Health’s information will have the capability to securely erase such information prior to the end of the equipment’s useful life or the termination or expiration of this Agreement.

16.4 Business Associate. Consultant shall maintain all records and health information it receives from Central Health in accordance with all applicable laws and regulations, including but not limited to the federal Health Information Portability and Accountability Act of 1986, (“HIPAA”), Health Information Technology For Economic and Clinical Health Act (“HITECH”), and its implementing regulations, as amended. A Business Associate Agreement (“BAA”) is attached hereto as Attachment E and shall be separately signed by the Parties. Among the obligations a Business Associate has under HIPAA and which Consultant will observe are the following:

16.4.1 Consultant shall secure against unauthorized access or use of Central Health's records and information and shall protect the confidentiality of this information at all times.

16.4.2 Consultant shall perform periodic backups and archiving of Central Health’s records and information. Backups shall be performed according to the schedule provided by Central Health.

16.4.3 Consultant shall maintain the integrity and readability of all data provided by Central Health, or which Consultant gains access to under this Agreement, and shall provide for secure storage of all data, whether on-line or archived. Central Health shall have the right to review backup and archival procedures and to request and witness demonstration runs.

16.4.4 Consultant shall provide off-site storage of archival and backup data. Archival retrieval shall be available within 48 hours of a request.

Upon termination of this Agreement for any reason, all data will promptly be returned to Central Health in such format and media as Central Health may reasonably request. Upon confirmation by Central Health that the returned data is complete, readable, and in the agreed upon format, Consultant shall certify deletion of Central Health’s data from its systems. Consultant shall cooperate with Central Health in transferring data processing servicing to such provider as Central Health may designate upon payment by Central Health of Consultant's direct labor, service, and materials costs. The provisions of the Business Associate Agreements attached to this Agreement shall govern in the event that return of the data is infeasible.

XVII. MISCELLANEOUS

17.1 Amendment. This Agreement may be amended only by an instrument in writing that is signed by both Parties. Amendments to this Agreement will be effective as of the date stipulated therein.

Consultant acknowledges that no Central Health officer, agent, employee, or representative has any authority to amend this Agreement unless expressly granted that specific authority by the Central Health Board of Managers.

17.2 Conflict of Interest. Consultant will complete the Conflict-of-Interest Questionnaire (“Questionnaire”), attached to this Agreement as Attachment B, as required by Chapter 176 of the Local Government Code, and submit it together with this signed Agreement. To the extent applicable, Consultant will also complete the Disclosure of Interested Parties Form (“Form 1295”), attached to this Agreement as Attachment C, which pursuant to Section 2252.908 of the Texas Government Code, must be filed with the Texas Ethics Commission no later than thirty (30) days after the execution of this Agreement. Consultant will update this Questionnaire and Form 1295 if any statement on either document becomes incomplete or inaccurate. The updated document(s) must be submitted to Central Health no later than the seventh (7th) business day after the date on which Consultant becomes aware of an event that makes a statement incomplete or inaccurate.

17.3 Force Majeure. Neither Central Health nor Consultant will be deemed to have breached this Agreement or be held liable for failure or delay in the performance of all or any portion of its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control. Without limiting the generality of the foregoing, such causes include acts of God or the public enemy, fires, floods, storms, earthquakes, riots, strikes, boycotts, lock-outs, wars and war operations, acts of terrorism, restraints of government, or other circumstances beyond such Party’s control, or by reason of the judgment, ruling, or order of any court or agency of competent jurisdiction, or changes in law or regulation (or change in the interpretation thereof) subsequent to the execution of this Agreement.

17.4 Non-Waiver of Default. No payment, act, or omission by Central Health may constitute or be construed as a waiver of any breach or default of Consultant that then exists or may subsequently exist. All rights of Central Health under this Agreement are specifically reserved, and any payment, act, or omission will not impair or prejudice any remedy available to Central Health under it. Any right or remedy in this Agreement will not preclude the exercise of any other right or remedy under this Agreement or under any law, except as expressly provided for herein, nor will any action taken in the exercise of any right or remedy be deemed a waiver of any other rights or remedies.

17.5 Non-Disparagement. Consultant shall not, at any time during the Term of this Agreement and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage, defame or induce others to disparage, or defame Central Health, the Central Health Enterprise, or Central Health staff or any of its subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations.

17.6 Media Inquiries. All inquiries from the media received by Consultant related to the Services must be referred to Central Health for response. No public comment on the Services may be made without prior approval from Central Health.

17.7 Publicity. Neither Party will use the other Party’s name in connection with any publication, promotion, or media inquiries without the other Party’s prior express written consent.

IN WITNESS WHEREOF, the Parties duly execute this Agreement to be effective as of the Effective Date.

TRAVIS COUNTY HEALTHCARE

DISTRICT D/B/A CENTRAL HEALTH

Signature

Dr. Patrick Lee President and CEO

Date

CONSULTANT

Signature Name Printed Title

Date

ATTACHMENT A

SCOPE OF SERVICES

ATTACHMENT B

CONFLICT OF INTEREST QUESTIONNAIRE

ATTACHMENT C

FORM 1295

ATTACHMENT D

INSURANCE

ATTACHMENT E

BUSINESS ASSOCIATE AGREEMENT

For purposes of this Attachment, Central Health is referred to as “Covered Entity,” and ____ [Consultant] is referred to as “Business Associate.” Central Health and Consultant are collectively referred to as the “Parties,” and any reference in this Attachment to the “Service Agreement” means the Agreement for ________ services between the Parties.

1. OBLIGATIONS

1.1. In the course of performing the services contemplated by the Service Agreement, Business Associate acknowledges and agrees that it will create, receive, maintain, or transmit information that is protected by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Insurance Technology for Economic and Clinical Health Act of 2009 (“HITECH Act”), and current and future regulations promulgated under HIPAA and/or the HITECH Act, as well as Texas laws related to the privacy and security of health information, including, but not limited to, Texas Health and Safety Code Chapters 181 and 182.

1.2. To the extent that Business Associate uses, discloses, maintains, or transmits protected health information (“PHI”) that concerns alcohol and substance abuse treatment, Business Associate acknowledges and agrees that:

(i) such information is protected by 42 C.F.R. Part 2 (“Part 2”), and Business Associate is bound by these regulations;

(ii) Part 2 prohibits Business Associate from further disclosing such information unless disclosure is authorized by Part 2, Subparts D or E, or Business Associate obtains the written consent of the individual whose PHI is to be further disclosed; and

(iii) if necessary, Business Associate will resist any effort to obtain access to such information by initiating judicial proceedings against the person or entity attempting to gain access in contravention of Part 2.

1.3. Obligations of Business Associate and Business Associate’s Subcontractors. Business Associate agrees (and its Subcontractors will agree through the execution of a written Agreement) to comply with all of the provisions of this Section 1.3. For purposes of clarification, the obligations set forth in this Section shall apply to all of Business Associate’s subcontractors (as that term is defined in 45 C.F.R. 160.103) and subcontractors’ downstream subcontractors who create, receive, use, disclose, or have access to Covered Entity’s PHI. Any reference to Business Associate in this Agreement includes all of Business Associate’s subcontractors, directors, officers, employees, affiliates, agents, and representatives, as well as subcontractor’s downstream subcontractors. Business Associate expressly acknowledges and agrees that it will be liable for the actions and omissions of its subcontractor(s) and its subcontractors’ downstream subcontractors (collectively referred to as “Subcontractor” or “Subcontractors”).

1.3.1 Use Reasonable Safeguards to Secure Protected Health Information. The HITECH Act and final Omnibus Rule as published at 78 Federal Register 5566 (January 25, 2013) require Business Associate to comply with 45 C.F.R. Sections 164.308, 164.310, 164.312 and 164.316 as if Business Associate were a Covered Entity, and Business Associate agrees that it will comply with those provisions of the Security Standards for the Protection of Electronic Protected Health Information (the “Security Rule”). Business Associate acknowledges and agrees that the provisions of the Security Rule with which it must comply require Business Associate to:

(i) employ appropriate administrative and physical safeguards, consistent with the size and complexity of Business Associate’s operations, to protect the confidentiality of PHI and to prevent the use or disclosure of PHI in any manner inconsistent with the terms of this Business Associate Agreement. These safeguards will include, without limitation:

(a) implementing written policies and procedures in compliance with HIPAA, HITECH, and the Privacy and Security Rule;

(b) performing a security risk assessment; and

(c) regularly and adequately training its employees, and any Subcontractors who will have access to PHI on the policies and procedures required by HIPAA, HITECH, their implementing regulations, and state law.

(ii) use, to the extent possible, commercially reasonable efforts to secure electronic protected health information (“EPHI”) through technical safeguards that render such EPHI unusable, unreadable, and undecipherable to individuals unauthorized to acquire or otherwise have access to such EPHI.

At a minimum, Business Associate will use technical safeguards that are compliant with 45 C.F.R.

Section 164.312, or such later regulations or guidance promulgated by the U.S. Department of Health and Human Services (“HHS”) or issued by the National Institute for Standards and Technology (“NIST’) that concern the protection of identifiable data such as PHI.

(iii) provide Covered Entity with a copy of its written information security program before execution of this Business Associate Agreement.

1.3.2 Use and Disclose Protected Health Information for Permissible Purposes.

(i) Business Associate agrees that it will:

(a) use or disclose PHI only in connection with fulfilling its duties and obligations under this Business Associate Agreement and the Service Agreement;

(b) not use or disclose PHI other than as permitted by Section 2 of this Business Associate Agreement or as required by Section 1.3.3 of this Agreement; and

(c) not use or disclose PHI in any manner that violates applicable federal and state laws or would violate such laws if used or disclosed in such manner by Covered Entity.

(ii) Business Associate may disclose PHI that is not protected by Part 2 to Subcontractors as necessary to perform its obligations under the Service Agreement and as permitted or required by applicable federal or state law.

(iii) Under no circumstances will Business Associate:

(a) sell PHI in such a way as to violate Texas Health and Safety Code, Chapter 181.153;

(b) use or further disclose genetic information for underwriting purposes;

(c) attempt to re-identify any information in violation of Texas Health and Safety Code Section 181.151, regardless of whether such action would be permitted if performed by the Covered Entity; or

(d) use PHI for marketing purposes in such a manner as to violate Texas Health and Safety Code Section 181.152.