Terms and Conditions

Pennsylvania Department of Health Long Term Care Transformation Office

Long-Term Care Quality Investment Program

Request for Applications (RFA) #67-212

(Rev. 6/2026)

EXHIBIT C

GRANT PAYMENT PROVISIONS

1. Invoices. The Grantee shall submit monthly invoices and supporting documentation for eligible costs and expenses to the email address listed on the itemized invoice for services in Attachment 1 to Exhibit C (“Invoice Form”) unless otherwise directed by the Department’s Project Officer. The Grantee shall submit each invoice by the 30th day of the month following the month in which the costs and expenses were incurred.

2. Final Invoice. The Grantee shall submit a final invoice within 45 days of the termination or expiration of this agreement.

3. Reimbursement. Upon the Department’s receipt and approval of each monthly invoice, the

Department shall reimburse the Grantee for eligible costs and expenses incurred by the Grantee during the Initial Period of Performance and Subsequent Performance Periods, not to exceed the dollar amounts for each state fiscal year (“SFY”) accounted for in the Budget.

4. Withholding of Payment. The Department may withhold any payment if the Department determines, in its sole discretion, that the Grantee has failed to fulfill its obligations under any previous agreement or another contract between the parties. Upon the Grantee’s fulfillment of its obligations under the prior agreement or contract, the Department shall initiate the disbursement of the applicable payment.

5. Changes. The Grantee shall advise and receive approval from the Department’s Project Officer of any changes from the budget details pages that are part of the project file, except for changes made under section 6(a)(ii) that do not require Department approval.

6. Budget Revision. The Grantee may reallocate funds between and within budget categories

(“Budget Revision”) in accordance with the following provisions.

a. General Conditions for Budget Revisions.

i. Budget Revisions at or Exceeding 20%.

A. The Grantee shall not reallocate funds between budget categories in an amount equal to or exceeding 20% of the Initial Grant Award per budget period, or Subsequent Grant Awards per budget period, without prior written approval of the Department’s Project Officer.

B. The Grantee shall request prior written approval from the Department’s

Project Officer when the cumulative total of all prior Budget Revisions in the budget period is 20% or greater of the Initial Grant Award per budget period, or Subsequent Grant Awards per budget period.

C. Reallocations at or exceeding 20% of the Initial Grant Award per budget period, or Subsequent Grant Awards per budget period, may not occur more than once per budget period unless the Department’s Project Officer finds that there is good cause for approving one additional request. The Department’s Project Officer’s determination of good cause is final.

ii. Budget Revisions Under 20%. The Grantee shall notify the Department’s

Project Officer in writing of any Budget Revision under 20% of the Initial Grant Award per budget period, or Subsequent Grant Awards per budget period, but need not request Department approval, except as provided for in section 6(a)(i)(B) above.

iii. The Grantee shall obtain written approval from the Department’s Project Officer prior to reallocating funding into a previously unfunded Budget category or prior to eliminating all funding from an existing Budget category, regardless of the percentage amount.

iv. Administrative/Indirect cost rates cannot be increased via a Budget Revision.

b. Budget Revisions Relating to Personnel.

i. The Grantee shall not reallocate funds to, or move funds within, the Personnel

Services Category of the Budget without prior written approval of the Department’s Project Officer. Any reallocation at 20% or greater of the Initial Grant Award, or Subsequent Grant Awards, will be counted as one Budget Revision under section 6(a)(i).

ii. The Grantee shall not reallocate funds to the Personnel Services Category of the Budget to increase that category, or move funds within the Personnel Services Category of the budget details pages that are part of the project file to increase salaries or hourly rates, unless the Department determines in its sole discretion that one of the following circumstances apply:

A. The Grantee is subject to a collective bargaining agreement or other union agreement and, during the term of this agreement, salaries, hourly wages, or fringe benefits under this agreement are increased because of a renegotiation of that collective bargaining agreement or other union agreement. The Grantee shall submit to the Department’s Project Officer written documentation of the new collective bargaining or other union agreement, which necessitates such reallocation.

B. The Grantee is unable to fill a position that is vacant or becomes vacant at or after the effective date of this agreement. The Grantee shall submit to the Department’s Project Officer written justification for the request to increase line item amounts and reallocation of funds in connection with filling such a position in sufficient detail for the Department to evaluate the impact of that reallocation on the performance of the work of this agreement, as well as the Grantee’s inability to fill the position.

Justification may include, for example, documentation of salaries for the same or similar positions in the same geographic area.

C. The Grantee is unable to perform the work of this agreement with the existing positions, titles or classifications of staff. The Grantee may add or change a position, title or classification in order to perform work that is already required. The Grantee shall submit to the Department’s Project Officer for approval written justification for the request to reallocate funds in connection with changing or adding a position, title or classification, in sufficient detail for the Department to evaluate the impact of that reallocation on the performance of the work of this agreement, as well as the Grantee’s inability to fill the current position.

Justification may include, for example, documentation of salaries for the same or similar positions in the same geographic area.

iii. This section does not prohibit the Grantee from increasing its employee’s salaries with funds other than the Initial Grant Award or Subsequent Grant Awards.

iv. The Grantee shall not decrease the number of positions accounted for by any one line item, or consolidate the positions accounted for by any one line item into one position, without the prior written approval of the Department.

Revised 8/26

Also email to designated Project Officer

Budget Amount

Expenditures to Date for Prior

Periods

Balance to Date from Prior

Periods

Invoice Amount for Current

Period

Cumulative Expenditures through Current Period

Action Amount (Tolerance Exceeded)

(1)

I.

Track 1.A: Leadership Development / Management Training 0.00 0.00 0.00

II.

Track 1.B: 120-Hour Nursing Home Administrator Course 0.00 0.00 0.00

III.

Track 2: Clinical & Non- Clinical Skills Training – Specialized Skills 0.00 0.00 0.00

IV.

Track 3: Nurse Aide Training Program 0.00 0.00 0.00

V.

Track 4.A: Telehealth Kiosks 0.00 0.00 0.00

VI.

Track 4.B: Internet Access / Wi-Fi Connectivity 0.00 0.00 0.00

VII.

Track 4.C: Call Bell Installation / Upgrades 0.00 0.00 0.00

VIII.

Track 4.D: Software / Virtual Visits / Resident Wearables 0.00 0.00 0.00

IX.

Track 5: Electronic Health Record (EHR) 0.00 0.00 0.00

X.

Track 6.A: Communal / Visitation Space Upgrades 0.00 0.00 0.00

XI.

Track 6.B: Resident Movement / Mobility Equipment 0.00 0.00 0.00

XII.

Track 6.C: Support of Resident Councils 0.00 0.00 0.00

XIII.

Track 6.D: PCR Point-of- Care Testing Unit 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00 0.00

Date

(1) The Action Amount is the amount at which action is required, either a budget revision or written approval. Please refer to the payment provisions within the contractual document for allowability of reallocating funds between budget categories.

Date

Current Billing Period

Invoice Number

Contractor or Grantee's Authorized Signature

Category

Total Costs

Long Term Care Transformation Office

SAP Document Number

SAP Vendor Number

Telephone Number

Attachment 1 to Exhibit C

INVOICE

Payee Name and Address

Invoices should be sent to:

Department of Health

RA-DHLTCTRANSFORM@pa.gov

LOCATION CODE: 67

EXHIBIT D

AUDIT REQUIREMENTS

(Rev. 11/25)

I. INTRODUCTION

The Department provides federal and state financial assistance to a variety of entities.

The Grantee must comply with all applicable federal and state grant requirements including The Single Audit Act Amendments of 1996; 2 CFR Part 200 as amended; and any other applicable law or regulation, and any amendment to such other applicable law or regulation which may be enacted or promulgated by the federal government.

II. FEDERALLY MANDATED AUDITS

A. General Requirements

If the Grantee is a local government or non-profit organization and expends $1,000,000 or more of federal funds during the Grantee’s fiscal year, received either directly from the federal government or indirectly from a recipient of federal funds, the Grantee is required to provide the appropriate single or program-specific audit in accordance with 2 CFR Part 200.501.

If the Grantee expends less than $1,000,000 of federal funds in a year, the Grantee is exempt from federal audit requirements for that year, but records must be available for review or audit by appropriate officials, or designees, of the federal agency, pass-through entity, and Government Accountability Office.

If a federal program-specific audit guide is available, the Grantee shall prepare the audit report package for a program-specific audit in accordance with the appropriate audit guide, Government Auditing Standards, and 2 CFR Part 200, Subpart F – Audit Requirements (“Subpart F”).

B. Additional Components of the Single Audit Reporting Package

In addition to the requirements of Subpart F, the Department requires that the single audit report packages include the following additional components in the Schedule of Expenditures of Federal Awards, or supplemental schedules:

1. A breakdown of federal funds passed through the Department by the federal agency granting the funds, Assistance Listing (“AL”) number, AL name and state program name (if different from AL name), state program year, and the agreement(s) SAP number, if applicable;

2. Program or award amount for each agreement the Grantee has with the

Department and the beginning and ending date for each agreement;

3. Total federal funding received during the year for each Department grant;

4. Accrued or deferred federal revenue at the beginning of the year for each

Department grant;

5. Federal revenue recognized during the year for each Department grant;

6. Accrued or deferred federal revenue at the end of the year for each Department grant.

C. Submission of the Audit Report

The Grantee shall submit an electronic copy of the audit reporting package to the Federal Audit Clearinghouse that must include the elements outlined in Subpart F.

D. Submission of the Federal Audit Clearinghouse Confirmation

The Grantee shall send a copy of the confirmation from the Federal Audit Clearinghouse to the resource account RA-BOASingleAudit@pa.gov.

III. STATE FUNDED DEPARTMENT MANDATED AUDITS

A. General Requirements

The Grantee shall have a program-specific audit performed when it expends $500,000 or more of state funds under this agreement during the SFY, unless notified in writing by the Department prior to the termination of the applicable audit period that the audit requirement has been waived. If this agreement or any successive period is for a period shorter than the SFY, but the agreement amount expended by the Grantee during this period includes $500,000 or more of state funds, the Grantee is also required to have a program-specific audit performed for the entire agreement or successive period, unless notified in writing by the Department prior to the termination of the applicable audit period that the program-specific audit requirement has been waived.

When the Grantee is required to have a program-specific audit performed, it must be a financial audit conducted in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Government Accountability Office (“GAO”). The audit must meet the audit requirements of the laws and regulations governing the program in which the Grantee participates, and the terms of this agreement. With the written consent of the Department, the Grantee may be permitted to vary the audit period for these audits.

The Department shall reimburse the costs of program-specific audits performed in accordance with the provisions of this exhibit when these costs are specifically identified in the Budget as audit expenses.

B. Minimum Audit Reporting Requirements When a program-specific audit is performed, the audit report must include the following at a minimum:

1. A statement of financial position (balance sheet) for each agreement the Grantee includes in the program-specific audit. The statement of financial position must identify any unused funds at the end of the audit period.

2. A separate statement of contractual performance, which must reflect the

Budget and reporting period and include a comparison of budgeted to actual expenditures, must be prepared for each agreement the Grantee includes in the program-specific audit. The schedules must reconcile to the SFY’s affected.

3. Notes to the financial statements. The following must be included:

a. Definition of the reporting entity;

b. Summary of significant accounting policies used in preparing the statements; and

c. Other informative disclosures as necessary.

4. Auditor's report on the financial statements and any additional statements required in the terms of this agreement. The report must identify each agreement included in the program–specific audit by its Department agreement number.

5. Auditor's report on internal control, including, where applicable, references to the requirements of this agreement and Department audit guidance. The report must identify each agreement included in the program–specific audit by its Department agreement number. This report must describe the scope of testing of internal control and the results of the tests, and, where applicable, refer to the separate Schedule of Findings and Questioned Costs in paragraph 7.

6. Auditor's report on compliance with laws, regulations, and the provisions of this agreement, noncompliance with which could have a material effect on the financial statements. The report must identify each agreement included in the program–specific audit by its Department agreement number. This report must include, where applicable, references to this agreement’s requirements and Department audit guidance.

7. Schedule of Findings and Questioned Costs. If applicable, this schedule must include the views of responsible officials of the Grantee concerning the auditors’ findings, conclusions, and recommendations. This schedule must contain all findings and questioned costs for the financial statements which are required to be reported under Government Auditing Standards.

Specifically, the schedule must include the following as audit findings:

a. Reportable conditions in internal control over the state program(s) that provide funding under this agreement. The schedule must identify reportable conditions which are individually or cumulatively material weaknesses.

b. Material noncompliance with the provision of laws, regulations, and the provisions of this agreement.

c. Questioned costs specifically identified by the auditor. In evaluating the effect of the questioned costs, the auditor must consider the best estimate of total costs questioned (likely questioned costs), not just the questioned costs specifically identified by the auditor. In reporting questioned costs, the audit must include information to provide proper perspective for judging the prevalence and consequences of the questioned costs.

d. Known fraud that has a material effect on the financial statements.

8. Corrective Action Plan. If applicable at the completion of the audit, the Grantee shall prepare a corrective action plan (“CAP”) to address each audit finding included in the audit report. The CAP must provide the names of the contact persons responsible for corrective actions, the corrective actions planned, and the anticipated completion dates for the corrective actions planned. Further, if the Grantee does not agree with an audit finding, the Grantee shall clearly and completely explain the nature of its disagreement with the finding in the CAP. Finally, if the Grantee believes that corrective action is not required, the Grantee shall provide the specific reasons in the CAP.

9. Status of Prior Audit Findings and Recommendations. If applicable, the auditor must include the status of uncorrected material findings and recommendations from prior audits that affect the current audit.

10. Management Letter. If a letter is issued to management disclosing non-reportable conditions or other matters that warrant the attention of management, the Grantee shall furnish the letter to the Department with the audit report.

11. Subcontractor Audit Requirements. If applicable, the Grantee shall have a subcontractor obtain audits of their subcontracts in accordance with Section III of this exhibit. The Grantee shall make the requirements of Section III of this exhibit applicable to any subcontractor when it meets the thresholds of subsection A. The Grantee shall be responsible for the receipt, review, and resolution of the audits. The Grantee shall follow up on all findings disclosed in the audit reports. The Grantee shall retain these audits for a period of six years after the termination or expiration of this agreement, except when otherwise required by law or in those cases where unresolved claims or audit questions may require the Grantee to continue to maintain some or all records until the claim or question is finally resolved.

C. Submission of Audit Reports

1. The Grantee shall submit a program-specific audit in accordance with the provisions of the Department’s audit requirements referenced above.

2. The Grantee shall complete and submit the audit report within 120 days after the termination or expiration of this agreement or 120 days following the end of each SFY if this agreement term is greater than one SFY. The Grantee shall submit electronic copies of the audit report to the Department electronically in a single Portable Document Format (“PDF”) file to both the Department’s Project Officer and to the e-mail resource account RA-DHPROGRAMAUDIT@pa.gov.

3. Electronic Submission Process.

a. The Grantee shall complete the Program-Specific Audit Reporting Package Checklist to ensure the package contains all required elements.

b. The Grantee shall upload the completed Program-Specific Audit Reporting Package along with the checklist in a single PDF file to an e-mail addressed to both the Department’s Project Officer for the agreement and to the e-mail resource account RA- DHPROGRAMAUDIT@pa.gov. In the subject line of the e-mail the Grantee shall identify the exact name on the Program-Specific Audit Reporting Package and the period end date to which the package applies.

c. The Department shall send the Grantee an e-mail to confirm the receipt of the Grantee’s Program-Specific Audit Reporting Package, including the completed checklist.

The Department’s audit resolution section shall provide technical assistance with respect to program-specific audits performed in accordance with Section I of this exhibit. The Department’s audit resolution section can be reached at the following address:

Pennsylvania Department of Health

Audit Resolution Section RA-DHPROGRAMAUDIT@pa.gov

IV. CONTRACTS FUNDED BY FEDERAL AND STATE FUNDS

The Grantee is required to have a federally mandated audit made in accordance with the requirements of Section II of this exhibit when the Grantee expends more than $1,000,000 of total federal awards received from all sources during its fiscal year, regardless of the amount of state funds received under this agreement during the SFY.

The Grantee is required to have a program-specific audit made in accordance with the requirements of Section III of this exhibit, if the Grantee expends more than $500,000 of state funds received under this agreement during the SFY and the Grantee is not required to have a federally mandated audit in accordance with this exhibit that covers the entire

SFY.

V. AUDIT EXEMPTION CONDITIONS

The Grantee is not required to have an audit performed when the Grantee expends less than $1,000,000 of federal funds from all sources during the Grantee’s fiscal year.

The Grantee is not required to have an audit performed when all grant funds expended during the Grantee’s fiscal year are received on a fee for service basis.

VI. GENERAL AUDIT PROVISIONS

A. Auditor Selection The Grantee shall obtain the necessary audit and secure the services of a certified public accountant or independent governmental auditor.

The Office of the Budget, Office of Comptroller Operations, or Bureau of Audits may decide to perform program-specific audits that are required under this exhibit.

The Bureau of Audits will give the Grantee written notification if it decides to perform a program-specific audit. If the Bureau of Audits does perform a program-specific audit, the Department will pay for any audit costs included in this agreement.

B. Questioned Costs The Grantee shall return all questioned costs identified in audit reports of either the Grantee or its subcontractors to the Department, unless resolved to the satisfaction of the Department, DHHS, Office of the Budget, Office of State Inspector General, Department of the Auditor General, Office of Attorney General Department or their designees.

C. Remedies for Noncompliance with Audit Requirements The Grantee's failure to provide an acceptable audit in accordance with the requirements of this exhibit may result in the Department initiating sanctions against the Grantee including, but not limited to, the following actions:

1. Disallowing the cost of the audit.

2. Withholding a percentage of the Initial Grant Award or Subsequent Grant Awards in accordance with section 20 (Offset, Withhold, and Recoup) of this agreement.

3. Withholding or disallowing administrative/overhead costs in accordance with section 20 (Offset, Withhold, and Recoup) of this agreement.

4. Suspending subsequent grant funds.

D. Additional Audits Federal and state agencies or their authorized representatives may perform additional audits of a financial or performance nature, if deemed necessary by commonwealth or federal agencies. Additional audit work will rely on work already performed by the Grantee's auditor and the costs for any additional work performed by the federal or state agencies will be paid by those agencies at no additional expense to the Grantee.

E. Audit Working Papers and Reports The Grantee shall maintain audit documentation and audit reports by the Grantee’s auditor for a minimum of five years from the date of issuance of the audit report, unless the Grantee’s auditor is notified in writing by the Commonwealth, the relevant federal agency for audit, or the oversight federal agency for audit to extend the retention period. Audit documentation will be made available upon request to authorized representatives of the Commonwealth, the relevant federal agency for audit, the oversight federal agency for audit, the federal funding agency, or the Government Accountability Office.

F. Funding Sources

The audit report must identify the amounts of funding that is included in the report. This identification must include the breakdown of federal and state dollars provided and the related federal and state financial assistance program name and number.

EXHIBIT E

DEPARTMENT STANDARD GENERAL TERMS AND CONDITIONS

1. OTHER GRANTEES OR CONTRACTORS.

The Grantee shall coordinate its services and cooperate with other grantees and Department employees for work within, or related to, the scope of this agreement. The Grantee shall not commit or permit any act that will interfere with the performance of work by any other grantee or by Department employees. The Department will include this paragraph in the agreements of all grantees with whom the Grantee will be required to cooperate with. The Department will equitably enforce this paragraph as to all grantees to prevent the imposition of unreasonable burdens on any grantee.

2. QUALITY ASSURANCE.

Unless otherwise provided in this agreement, the Grantee shall furnish all necessary qualified personnel, material and equipment required by this agreement and shall manage and direct the same to complete the work required by this agreement. The Grantee shall provide special reports related to quality assurance upon request of the Department and in the form requested by the Department.

3. WRITTEN COMMITMENT.

Any written commitment or representation of the Grantee made within the scope of the Work Statement, if accepted by the Department’s Project Officer in writing, will be binding upon the Grantee, part of this agreement, and subject to this agreement’s provisions.

4. KEY PERSONNEL.

The personnel specified in this agreement are considered to be essential to the work being performed. Prior to diverting any of the specified individuals to other programs, the Grantee shall notify the Department’s Project Officer, in writing, reasonably in advance and shall submit justification including proposed substitutions in sufficient detail to permit evaluation of the impact on the program. The Grantee shall not make the diversion without the written consent of the Department’s Project Officer.

5. INSURANCE.

A. Standard Liability Insurance. The Grantee shall, at its sole expense, procure and maintain during the Term of this agreement standard liability insurance policies that protect or are endorsed to protect, the Commonwealth from claims of bodily injury, property damage, or both arising out of any activities performed or services provided by the Grantee or its employees or agents under this agreement, including business and non-business invitees, and their property and all other property sustaining damage as a result of the activities or services when validly present on the Grantee’s premises, whether or not actually engaged in the activities or providing services at the time the claim arises. These policies must not include any provision limiting the Commonwealth’s sovereign immunity. Upon request, the Grantee shall provide proof of insurance to the Department.

B. Workers Compensation Insurance. The Grantee, at its sole expense, shall provide workers’ compensation insurance where required and shall be solely responsible for the payment of premiums for workmen’s compensation, social security, and any other taxes or payroll deductions required by law for its employees who are performing activities or providing services funded by this agreement. Upon request, the Grantee shall provide proof of insurance to the Department.

6. OWNERSHIP RIGHTS.

A. Definitions. For purposes of this Ownership Rights paragraph, the following definitions apply:

(i) Data means written reports and analyses, diagrams, maps, system designs, computer programs, flow charts, software, magnetic tapes, diskettes, drawings, studies, manuals, brochures, advertisements, documents, sketches, papers, files, information, computer documentation, other tangible materials, and work of any similar nature that is required to be performed by or for the Grantee under this agreement or that is incidentally prepared by or for the Grantee in the performance of this agreement. Data includes background material prepared by or for the Grantee incidental to the performance of this agreement.

(ii) Background material means original work papers, notes, and drafts prepared by or for the Grantee to support conclusions in any final report or product delivered under this agreement, including completed questionnaires, and material in electronic data processing form, computer programs, and other tangible materials produced by or for the Grantee during the term of this agreement and directly related to the services being rendered. Background material does not mean the Grantee’s financial reports or other information incidental to the administration of this agreement.

B. Preexisting Materials Brought by Grantee.

(i) The Department has no ownership rights to the Grantee’s data, proprietary materials, methodologies, or other intellectual property that the Grantee brings to this agreement or has previously developed with or obtained from third parties.

(ii) The Grantee shall provide a list of all preexisting data, proprietary materials, methodologies, or other intellectual property in connection with this agreement prior to starting work.

(iii) The Grantee grants the Department a nonexclusive, nontransferable license for any portion of the preexisting data, proprietary materials, methodologies, and other intellectual property brought by the Grantee to this agreement to:

a. use;

b. modify;

c. prepare derivative works; and

d. grant to third parties engaged by the Department the right to use, modify, and prepare derivative works.

C. Ownership of Data.

(i) The Grantee assigns to the Department all data qualifying as “work made for hire” as defined in United States copyright law. The Department shall have sole and exclusive ownership of such “work made for hire” data.

(ii) The Grantee assigns to the Department all copyright interests, proprietary rights, trade secrets, and other right, title and interest in and to data. The Department shall have all the rights accorded a holder of copyright under United States copyright law including the exclusive right to reproduce the data in copies; the right to distribute copies by sale or other transfers; the right to register all copyrights in its own name as author in the United States and foreign countries; the right to prepare derivative works based upon the data; and the right to display the data.

D. Delivery. Upon completion or termination of this agreement, the Grantee shall immediately deliver all data and background materials to the Department. The Grantee warrants that the data and background materials are original and do not infringe the rights of any other work.

E. Data Processing. The Grantee shall provide, in a form compatible to the Department’s computer systems, by electronic means, or other means specified by the Department, all computer programs, tapes, software, data, background materials, and information developed under this agreement. Upon request by the Grantee, the Project Officer will provide the Grantee specifications on the form compatible to the Department’s computer systems if such specifications are not included elsewhere in this agreement.

F. Federal Government Interests. The Grantee acknowledges that certain funding under this agreement may be provided by the federal government. The Grantee’s and subcontractors’ rights are further subject to the federal government’s rights set as set forth in Chapter 18 (Patent Rights In Inventions Made With Federal Assistance) of Part II of Title 35 of the United States Code and the regulations promulgated under at Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts, and Cooperative Agreements) of Chapter IV of Title 37 of the Code of Federal Regulations, 37 CFR 401.1 et seq. and as set forth in other applicable law. The Department may share information with the federal government relating to data developed under a wholly state-funded grant agreement.

7. DEPARTMENT APPROVAL AND ATTRIBUTION.

A. Preapproval.

(i) The Grantee shall submit all notices, surveys, questionnaires, informational pamphlets, press releases, research reports, brochures, manuals, labels, newsletters, artwork, print advertisements, and other similar material (“Printed Materials”) to the Department for written preapproval before the Grantee disseminates the Printed Materials unless otherwise specified by the Department in writing. Unless otherwise authorized in writing by the Department, the Grantee shall include the Department logo and the names and titles of the Governor and the Secretary of Health on all Printed Materials.

(ii) The Grantee shall submit all radio, television, or online streaming materials to the Department for written preapproval of the Printed Materials prior to and after its final production.

B. Attribution. The Department may require that the Grantee attribute the Department. If the Department requires attribution on Printed Materials, the Grantee shall include the following statement on Printed Materials: “This project is funded, in part, under a grant with the Pennsylvania Department of Health. Basic data for use in this study were supplied by the Pennsylvania Department of Health, Harrisburg, Pennsylvania. The Department takes no part in and is in no way responsible for any analyses, interpretations or conclusions,” or another statement approved by the Department. If the Department requires attribution on radio, television, or online streaming materials, the Grantee shall include a statement approved by the Department in writing.

8. CONFIDENTIALITY.

A. Confidential Information. The parties shall protect the confidentiality of each other’s confidential information. To designate information as confidential, the party claiming confidentiality must designate the information as “confidential” in such a way as to give notice to the other party (notice may be communicated by describing the information, and the specifications around its use or disclosure, in the Work Statement). The Grantee shall additionally use the process outlined in sub-paragraph F. of this Confidentiality paragraph, below, when submitting information to the Department that the Grantee believes to be confidential, proprietary information, or trade secrets, or some combination thereof. Neither party may assert that information owned by the other party is the asserting party’s confidential information.

(i) Medical Information. The Grantee shall protect the confidentiality of medical records of individuals served by the Grantee under this agreement.

The Grantee shall not disclose such medical information except as permitted by sub-paragraph B. of this Confidentiality paragraph, below, or to disclose such medical records to the Department for purposes of consultation or for the Department's monitoring of this agreement.

(ii) Sensitive Information.

(a) Sensitive information means a document or information that contains the description, design, operational plan, or other vital information about a critical facility or infrastructure located in Pennsylvania and bordering states (for example, nuclear power plants, hazardous chemical plant, oil refinery, bridge, dam, tunnel, or similar), or contains information about the operational protocols or emergency response capabilities of state and local agency personnel, the content of which could be used by a terrorist or enemy of the United States to plan an attack upon a critical facility located in Pennsylvania and bordering states or engage in other activities that could cause death or injury to fire, police, medical, military, or other emergency response personnel, public officials, or the general public.

(b) The Grantee shall protect the confidentiality of sensitive information.

The Grantee shall not disclose sensitive information except: (1) as permitted by sub-paragraph B. of this Confidentiality paragraph, below;

(2) to the Department for purposes of consultation or for the Department’s monitoring of this agreement; or (3) matters of public record.

B. Copy, Use, and Disclosure. The parties shall not copy, use, or disclose confidential information, medical information, or sensitive information except as permitted below:

(i) it is essential for activities under this agreement;

(ii) the party of the confidential information has authorized it in writing; and

(iii) in the case of disclosure, where the recipient of the information has agreed to be bound by confidentiality terms no less restrictive than those set forth in this agreement.

Each copy of such confidential information, medical information, and sensitive information shall be marked by the party making the copy with any notices appearing in the original.

C. Termination or Expiration. Upon termination or expiration of this agreement, or any license granted under it, the receiving party shall return to the party of the confidential, medical, or sensitive information all copies of it in the receiving party’s possession, other than one copy. The receiving party may keep one copy for archival purposes only; such copy is subject to this agreement’s security, privacy, data retention, data destruction, and confidentiality provisions, all such provisions surviving the termination or expiration of this agreement.

D. Material Breach. The parties acknowledge that a material breach of this Confidentiality paragraph may—after failure to cure within the time period specified in this agreement, and at the discretion of the non-breaching party— result in termination for default pursuant to section 22 (Termination) of this agreement in addition to other remedies available to the non-breaching party.

E. Nonapplicable. Unless the information is otherwise protected by law, this confidentiality paragraph does not apply to information:

(i) that are matters of public record;

(ii) where the parties have obtained the informed consent of the party or affected person or agency whose information it is;

(iii) already known to the recipient at the time of disclosure other than through the contractual relationship;

(iv) independently generated by the recipient and not derived by the information supplied by the disclosing party;

(v) known or available to the public, except where such knowledge or availability is the result of unauthorized disclosure by the recipient of the protected information;

(vi) disclosed to the recipient without a similar restriction by a third party who has the right to make such disclosure; or

(vii) required to be disclosed by law, court order, or other legal process.

There shall be no restriction with respect to the use or disclosure of any ideas, concepts, know-how, or data processing techniques developed alone or jointly with the Department in connection with services provided under this agreement.

F. Additional Grantee Designation of Confidential Information. The Grantee shall use the following process when submitting information to the Department that the Grantee believes to be confidential, proprietary information, or trade secrets, or some combination thereof:

(i) Prepare an un-redacted version of the appropriate document;

(ii) Prepare a redacted version of the document that redacts the information that is asserted to be confidential or proprietary information or a trade secret;

and

(iii) Prepare a signed written statement that states:

(a) the attached document contains confidential or proprietary information or trade secrets;

(b) the Grantee is submitting the document in both redacted and un-redacted format in accordance with 65 P.S. § 67.707(b); and

(c) the Grantee is requesting that the document be considered exempt under 65 P.S. § 67.708(b)(11) from public records requests.

(iv) Submit the two documents along with the signed written statement to the Department.

9. INTEREST OF GRANTEE.

A. The Grantee represents and warrants that it has no present or future direct or indirect interest that conflicts with the performance of its services under this agreement. The Grantee shall not acquire any direct or indirect interest that conflicts with the performance of its services under this agreement.

B. The Grantee represents and warrants that none of the Grantee’s employees have a direct or indirect interest that conflicts with the performance of its services under this agreement. The Grantee shall take appropriate action to resolve such conflict with the employee as acceptable to the Department. If the Grantee seeks to hire as an employee any person who has a direct or indirect interest that conflicts with the performance of its services under this agreement, the Grantee shall notify the Department and take appropriate action to resolve such conflict as acceptable to the Department. For purposes of this provision, the Grantee officers and directors are considered employees of the Grantee.

C. The Grantee represents and warrants that no members of its board of directors have a direct or indirect interest that conflicts with the performance of its services under this agreement. The Grantee shall take appropriate action to resolve such conflict with a member of its board of directors as acceptable to the Department. If the Grantee seeks to appoint a person who has a direct or indirect interest that conflicts with the performance of its services under this agreement, the Grantee shall notify the Department and take appropriate action to resolve such conflict as acceptable to the Department.

10. ASSIGNMENT OF ANTITRUST CLAIMS.

The Grantee and the Commonwealth recognize that in actual economic practice, overcharges by Grantee’s suppliers resulting from violations of state and federal antitrust laws are in fact borne by the Commonwealth. As part of the consideration for the award of this agreement, and intending to be legally bound, the Grantee hereby assigns to the Commonwealth all rights, title, and interest in and to any claims Grantee now has or may hereafter acquire under state and federal antitrust laws relating to the goods and services which are subject to this agreement.

11. HEALTH EQUITY.

A. The Grantee shall comply with the following:

(i) The Grantee shall provide services in an equitable manner to all populations served and especially those currently underserved, socially disadvantaged, and ethnically diverse groups which includes services that are culturally and linguistically appropriate. Services shall be consistent with the provisions of the National Standards for Culturally and Linguistically Appropriate Services in Health Care (CLAS Standards).

(ii) The Grantee shall identify specific group(s) or population segments to be served who experience a disproportionate burden of disease, health condition or problem being addressed by this agreement.

(iii) The Grantee shall identify and address the specific social and environmental conditions (social determinants of health) that put disproportionately affected groups at increased risk of the disease, health condition or problem being addressed by this agreement.

B. The Grantee shall include these Healthy Equity Provisions in its subgrant agreements, contracts, and subcontracts with all subgrantees, contractors, and subcontractors providing goods or services under this agreement. The incorporation of this provision in the Grantee’s subgrant agreements, contracts, and subcontracts shall not create privity of contract between the Department and any subgrantee, contractor, or subcontractor, and no third-party beneficiaries are created by the inclusion of these provisions. If the Grantee becomes aware of a subgrantee’s, contractor’s, or subcontractor’s violation of these provisions, the Grantee shall use its best efforts to ensure their compliance with these provisions.

EXHIBIT F

Commonwealth Standard Terms and Conditions Grant Version

(Revised – 10/1/2024)

1. DEFINITIONS

Capitalized terms used in these Commonwealth standard terms and conditions that are not otherwise defined in these provisions have the meanings specified in the agreement to which they are attached.

2. INDEMNIFICATION

The Grantee shall indemnify and defend the Commonwealth against all third-party claims, suits, demands, losses, damages, costs, and expenses, including without limitation, litigation expenses, attorneys’ fees, and liabilities, arising out of or in connection with any activities performed by the Grantee or its employees and agents pursuant to this agreement, as determined by the Commonwealth in its sole discretion.

3. NONDISCRIMINATION/SEXUAL HARASSMENT

a. Representations. The Grantee represents that it is presently in compliance with and will remain in compliance with all applicable federal, state, and local laws, regulations, and policies relating to nondiscrimination and sexual harassment for the term of the agreement. The Grantee shall, upon request and within the time periods requested by the Commonwealth, furnish all necessary employment documents and records, including EEO-1 reports, and permit access to its books, records, and accounts by the Commonwealth for the purpose of ascertaining compliance with provisions of this Nondiscrimination/Sexual Harassment Clause.

b. Nondiscrimination/Sexual Harassment Obligations. The Grantee shall not:

i. in any manner discriminate in the hiring of any employee(s) for the performance of the activities required under this agreement or any subgrant agreement, contract, or subcontract, by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the Pennsylvania Human Relations Act (“PHRA”) and applicable federal laws, against any citizen of this Commonwealth who is qualified and available to perform the work to which the employment relates.

ii. in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, against or intimidate any of its employees.

iii. in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, in the provision of services under this agreement or any subgrant agreement, contract, or subcontract.

iv. in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of PHRA and applicable federal laws, against any subgrantee, contractor, subcontractor, or supplier who is qualified to perform the work to which this agreement relates.

v. in any manner discriminate against employees by reason of participation in or decision to refrain from participating in labor activities protected under the Public Employee Relations Act, Pennsylvania Labor Relations Act, or National Labor Relations Act, as applicable, and to the extent determined by entities charged with the Acts’ enforcement and shall comply with any provision of law establishing organizations as employees’ exclusive representatives.

c. Establishment of Grantee Policy. The Grantee shall establish and maintain a written nondiscrimination and sexual harassment policy that complies with the applicable law and these Nondiscrimination/Sexual Harassment provisions and shall inform its employees in writing of the policy. The policy must contain a provision that states that sexual harassment will not be tolerated and employees who practice it will be disciplined. For the entire period of this agreement, the Grantee shall: (1) post its written nondiscrimination and sexual harassment policy or these Nondiscrimination/Sexual Harassment provisions conspicuously in easily accessible and well-lighted places customarily frequented by employees at or near where the grant activities are performed; or (2) provide electronic notice of the policy or this clause to its employees not less than annually.

d. Notification of Violations. The Grantee’s obligations pursuant to these provisions are ongoing from the effective date and through the termination date of the agreement. Accordingly, the Grantee shall notify the Commonwealth if, at any time during the term of this agreement, it becomes aware of any actions or occurrences that would result in violation of these provisions.

e. Cancellation or Termination of Agreement. The Commonwealth may cancel or terminate this agreement and all money due or to become due under this agreement may be forfeited for a violation of the terms and conditions of these Nondiscrimination/Sexual Harassment provisions. In addition, the granting agency may proceed with debarment or suspension and may place the Grantee in the Contractor Responsibility File.

f. Subgrant Agreements, Contracts, and Subcontracts. The Grantee shall include these Nondiscrimination/Sexual Harassment provisions in its subgrant agreements, contracts, and subcontracts with all subgrantees, contractors, and subcontractors providing goods or services under this agreement. The incorporation of these provisions in the Grantor’s subgrants, contracts, or subcontracts does not create privity of contract between the Commonwealth and any subgrantee, contractor, or subcontractor, and no third-party beneficiaries are created by those provisions. If the Grantee becomes aware of a subgrantee’s, contractor’s, or subcontractor’s violation of these provisions, the Grantee shall use its best efforts to ensure the subgrantee’s, contractor’s, or subcontractor’s compliance with these provisions.

4. GRANTEE INTEGRITY

a. Definitions. For purposes of these Grantee Integrity Provisions, the following definitions apply:

i. “Affiliate” means two or more entities where (a) a parent entity owns more than 50% of the voting stock of each of the entities; (b) a common shareholder or group of shareholders owns more than 50% of the voting stock of each of the entities; or (c) the entities have a common proprietor or general partner.

ii. “Grantee” means the individual or entity, that has entered into this agreement with the Commonwealth.

iii. “Grantee Related Parties” means any Affiliates of the Grantee and the

Grantee’s executive officers, Pennsylvania officers and directors, or owners of five percent or more interest in the Grantee.

iv. “Financial Interest” means ownership of more than a five percent interest in any business or holding a position as an officer,…