23-1622ORD[NANCE NO. 23-1622
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT WITH THE TEXAS HEALTH AND HUMAN SERVICES
COMMISSION FOR THE PURPOSE OF ALLOW[NG VOLUNTEERS FROM THE FOSTER
GRANDPARENT PROGRAM TO ASSIST WITH CHILDREN’S PROGRAMS; AND
PROviDrNG AN EFFECTIVE DATE.
WHEREAS, The Foster Grandparent volunteers from the State of the Texas Health and
Human Services Commission (“THHSC”) provide one-on-one emotional support, mentoring,
and tutoring to children with exceptional needs in eight locations across the state of Texas; and
WHEREAS, The Foster Grandparent Program (’'FGP" or the "Program") serves a dual
purpose in that it provides income-eligible adults, age 55 and older, with meaningful volunteer
opportunities, while also meeting critical community needs by serving children with special and
exceptional needs; and
WHEREAS, THHSC has presented the City of Denton (“City”) with a proposed
Memorandum of Understanding (“MOU”) regarding the City’s provision of a Volunteer Station
(“VS”) for the FGP that would be effective from execution through August 31, 2026 unless
terminated earlier in accordance with the terms of the Agreement; and
WHEREAS, City staff has reviewed the MOU required by THHSC and is of the opinion
it should be approved; and
WHEREAS, the City Council finds it is in the public interest to approve the MOU; NOW
THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations contained in the preamble of this ordinance
are incorporated herein by reference.
SECTION 2. The City Manager, or designee, is hereby authorized to execute on behalf
of the City the Memorandum of Understanding between the Texas Health & Human Services
Commission and City of Denton for the provision of a Volunteer Station for the Foster
Grandparent Program, a copy of which is attached as Exhibit 3 and incorporated herein, or a
substantially similar agreement as may be required by THHSC.
SECTION 3. The City Manager, or designee, is further authorized to carry out all duties
and obligations to be performed by the City under the MOU.
SECTION 4. This ordinance shall become effective immediately upon its passage
and approval.
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Page 1 of 2
and seconded by Grt'B' Bed
approved by the following vote B -
' This Ordinance was passed and
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Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck. District 2 :
Paul Meltzer. District 3 :
Joe Holland. District 4:
Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:/
PASSED AND APPROVED thi, th, 1 qt- d,y ,f $( +, nUr , 2023.
GERARD aN
ATTEST:
,CRETARY b\\t 11111111
APPROVED AS TO LEGAL FORM:
MACK REINWAND CITY ATTORNEY
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BY:
Page 2 of 2
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Contract No. HHS00 1 302800038
MEMORANDUM OF UNDERSTANDING
BETWEEN THE
HEALTH & HUMAN SERVICES COMMISSION
AND
CITY OF DEVrON
FOR
PROVISION OF A VOLUNTEER STATION
FOR
THE FOSTER Gk&NDPARENT PROGRAM
Pursuant to the provisions of Title 45, Subtitle B, Chapter XXV, Part 2552, §2552.23 of the Code
of Federal Regulations, this Memorandum of Understanding (the “MOU”) is entered into between
the HEALTH AND HUMAN SERVICES COMMISSION (“HHSC” or the “SPONSOR’), an
administrative agency within the executive department of the State of Texas, with its central office
at 4601 W. Guadalupe Street, Austin Texas, 78751 and the City of Denton (“VS”) having an office
at 321 E. McKinney Street, Denton, TX 76201, for the purpose of providing a volunteer station
(VS). HHSC and VS may be referred to in this agreement individually as a “Party,” or collectively
as the “Parties.”
I. BACKGROUND AND PURPOSE
The Foster Grandparent Program ("FGP" or the "program") serves a dual purpose in that
it provides income-eligible adults, age 55 and older, with meaningful volunteer
opportunities, while also meeting critical community needs by serving children with
special and exceptional needs. The VS is a public agency, non-profit organization or
proprietary health care organization that accepts the responsibility for assignment and
supervision of Foster Grandparents in health, education, social service or related settings,
such as hospitals, homes for dependent and neglected children or similar establishments.
11.STATEMENT OF SERVICES TO BE PROVIDED
a) HHSC Statement of Duties:
HHSC, in support of the volunteers in the FGP, will:
1.
11.
Recruit, interview, select, and enroll volunteers in the program. The volunteers
will meet the criteria in Title 45, Subtitle B, Chapter XXV, Part. 2552, Subpart
D, for enrollment in the program;
Unless otherwise specified in this MOU, conduct and document a criminal
history check for all Foster Grandparents in accordance with the requirements
established for a National Service Criminal History Check by the Corporation
for National and Community Service;
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Contract No. HHS00130280003 8
111.Provide accident and liability insurance coverage as required by the program,
including excess automobile liability insurance for Foster Grandparents who
drive in connection with their service. Foster Grandparents are not covered by
worker's compensation coverage;
Be responsible for the management and fiscal control of the program;
Provide orientation to volunteers and provide in-service training on an on-going
basis
IV .
V.
Vl.
Vll.
VIii.
Provide orientation to VS staff; and
Provide additional Foster Grandparents at the request of the VS, if available.
Conduct an annual appraisal of the volunteer’s performance and an annual
review of their income eligibility .
b) VS Statement of Duties:
VS, in support of the FGP, will:
i. Develop a written volunteer assignment plan that:
(a) is approved by the Sponsor and accepted by the Foster Grandparent;
(b) identifies the child(ren) to be served with enough identifying information
that the Foster Grandparent is informed of their service assignment; this may
be a group (ex. children ages 8-12 in summer camp) or an individual child
and9
(c) identifies the role and activities of the Foster Grandparent and the expected
outcomes for the child(ren);
(d) addresses the period of time each child should receive such services;
(e) will be used to review the impact of the assignment of the child(ren).
11.
iIi.
IV .
V.
This Assignment Plan will be signed by the VS liaison and the Foster
Grandparent and will be used to review the Foster Grandparent’s services. The
volunteer assignments shall result in person-to-person supportive relationships.
Assure adequate health and safety provisions for the protection of volunteers.
Investigate incidents, accidents and injuries involving volunteers and notify the
FGP on a timely basis.
Assign children with designated special or exceptional needs or who are in
circumstances that limit their academic, social, or emotional development, and
who are less than 21 years of age to each volunteer.
Provide site specific orientation and training to the volunteers.
Keep detailed records and prepare reports as required by Sponsor. At a
minimum, records shall verify the number of children who were served, that the
child(ren) were eligible under the FGP rules, the number of hours served and
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Contract No. HHS00 1 302800038
activities conducted by the Foster Grandparent, and the benefits the child(ren)
served received. Records and reports shall be provided to Sponsor upon request.
Ensure that Foster Grandparents serve in a volunteer capacity. VS will verify that
Foster Grandparents will not: displace nor replace paid or contracted employees,
relieve staff of their routine duties or infringe upon the site supervisor's
supervisory role with the children.
Designate a staff member to oversee and ensure supervision of Foster
Grandparents at all times while they are performing as volunteers and not leave
the Foster Grandparent alone with children.
Ensure the Foster Grandparent volunteers undergo the same screening processes
required of other volunteers at the VS. VS shall not charge HHSC or the Foster
Grandparent volunteer for the cost of any screening requirements associated with
the site’s policies or licensure.
Provide confidentiality training for all Foster Grandparents in accordance with
VS policies and procedures (e.g., school districts will provide confidentiality
training in accordance with State education laws, rules and regulations, Federal
Regulations and statutes, including the Buckley and Hatch Amendments).
Provide a daily schedule of activities for the Foster Grandparents and designate
space, including reasonable accommodation, as needed, for volunteers with
disabilities for use in their activities with their assigned children.
Periodically review each child's continuing need for a Foster Grandparent and
recommend phase-out or reassignment of the assigned Foster Grandparent, as
necessary.
For in-home assignments, VS will obtain a Letter of Agreement signed by the
person or persons legally responsible for the child services, the VS liaison, and
the FGP liaison authorizing the assignment of a Foster Grandparent in the child’s
Vlll.
IX.
X.
Xl.
XIi.
xlli.
XIV .
Contract No. HHS00 1302800038
home, defining the Foster Grandparent’s activities, and specifying supervisory
arrangements. In-home assignments must be pre-approved in writing by msc .
XV .Maintain any license, or other certifications, where required by the appropriate
state or local government.
111.CIVIL RIGHTS
The VS agrees to comply with state and federal anti-discrimination laws, including
without limitation :
•
•
•
•
•
•
•
•
Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.);
Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794);
Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.);
Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107);
Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688);
Food and Nutrition Act of 2008 (7 U.S.C. §201 1, et seq.);
National and Community Service Act of 1990 (42 U.S.C. § 12501, et seq.), and
The HHSC’s administrative rules, as set forth in the Texas Administrative Code, to
the extent applicable to this Agreement.
a)The VS agrees to comply with all amendments to the above-referenced laws, and
all requirements imposed by the regulations issued pursuant to these laws. These
laws provide in part that no persons in the United States may, on the grounds of
race, color, national origin (including individuals with limited English
proficiency), gender, age, religion, sexual orientation, disability, gender identity
or expression, political affiliation, marital or parental status, or military service,
be excluded from participation in or denied any aid, care, service or other benefits
provided by Federal or State funding, or otherwise be subjected to discrimination.
The VS agrees to comply with Title VI of the Civil Rights Act of 1964, and its
implementing regulations at 45 C.F.R. Part 80, 7 C.F.R. Part 15 or 45 C.F.R. Part
1230, prohibiting the VS from adopting and implementing policies and
procedures that exclude or have the effect of excluding or limiting the
participation of people in its programs, benefits, or activities on the basis of
national origin. The VS agrees to provide alternative methods for ensuring access
to services for applicants and recipients who cannot express themselves fluently
in English.
The VS agrees to ensure that its policies do not have the effect of excluding or
limiting the participation of persons in its programs, benefits, and activities on the
basis of national origin.
The VS agrees to take reasonable steps to provide services and information, both
orally and in writing, in appropriate languages other than English, in order to
b)
C)
d)
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Contract No. HHS00 1302800038
ensure that persons with limited English proficiency are effectively informed and
can have meaningful access to programs, benefits, and activities.
The VS agrees to post applicable civil rights posters in areas open to the public
informing clients of their civil rights. The posters are available on the HHS
website at: https://hhs.texas.gov/about-hhs/your-rights/civil-rights-office/civil-
rights-posters
The VS agrees to comply with Executive Order 13279, and its implementing
regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any
organization that participates in programs funded by direct financial assistance
from the United States Department of Agriculture or the United States
Department of Health and Human Services shall not, in providing services,
discriminate against a program beneficiary or prospective program beneficiary on
the basis of religion or religious belief.
Upon request, the VS will provide the HHSC’s Civil Rights Office with copies of
all VS’s civil rights policies and procedures.
The VS must notify the HHSC’s Civil Rights Office of any civil rights complaints
received relating to its performance under this Agreement. This notice must be
delivered no more than ten (10) calendar days after receipt of a complaint. Notice
provided pursuant to this section must be directed to:
e)
f)
g)
h)
HHSC Civil Rights Office
701 W. 51 st Street, Mail Code W206
Austin, Texas 78751
Phone Toll Free: (888) 388-6332
Phone: (512) 438-43 13
Fax: (5 12) 438-5885
IV. PROVISION OF MEALS
At the discretion of the VS, meals may be provided to support the FGP. Meals, if
provided, will be at no-cost to the Foster Grandparent or HHSC. Please indicate by
placing an “X” next to the applicable statement.
X Yes, meals will be provided to the Foster Grandparents.
No, meals will not be provided to the Foster Grandparents.
The VS must notify HHSC thirty (30) calendar days in advance of discontinuing the
provision of meals.
V. PRIVACY, SECURITY AND BREACH NOTIFICATION
a) HHS Confidential Information
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Contract No. HHS00130280003 8
i. “Breach” means the acquisition, access, use, or disclosure of Confidential
Information in an unauthorized manner which compromises the security or
privacy of the Confidential Information.
ii. “IIHSC Confidential Information” means any communication or record
(whether oral, written, electronically stored or transmitted, or in any other
form) provided to or made available to VS electronically or through any other
means that consists of or includes any or all of the following:
(a) Protected Health Information in any form including without limitation,
Electronic Health Information or Unsecured Protected Health Information
(as these terms are defined in 45 C.F.R.§160.103);
(b)
(C)
Sensitive Personal Information defined by Texas Business and Commerce
Code Chapter 521 ;
Federal Tax Information (as defined in Internal Revenue Service
Publication 1075);
(d) Personal Identifying Information (as defined in Texas Business and
Commerce Code Chapter 521);
(e)Social Security Administration Data (defined as information received from
a Social Security Administration federal agency system of records),
including, without limitation, Medicare or Medicaid information (defined
as information relating to an applicant or recipient of Medicare or
Medicaid benefits);
(f)
(g)
(h)
Substance Use Disorder Treatment Records (as defined in 42 C.F.R. Part
2)
Education Records (as defined in the Family Educational Rights and
Privacy Act (F ERP A) (20 U.S.C. § 1232g; 34 CFR Part 99)
All information designated as confidential under the constitution and laws
of the State of Texas and of the United States, including the Texas Health
& Safety Code and the Texas Public Information Act, Texas Government
Code, Chapter 552.
111.Any HHSC Confidential Information received by VS under this MOU may be
disclosed only in accordance with applicable law and as authorized in this
MOU. By signing this MOU, VS certifies that it is and intends to remain for
the term of this MOU, in compliance with all applicable state and federal laws
and regulations with respect to privacy, security, and breach notification,
Contract No. HHS00 1 302800038
including without limitation the following:
(a) Title 5 United States Code (USC) Part I, Chapter 5, Subchapter Il,
Section552a, Records Maintained on Individuals, The Privacy Act of 1974,
(b) as amended by the Computer Matching and Privacy Protection Act of
1988;
(c) Title 26 USC, Internal Revenue Code,
Contract No. HHS00 1302800038
(d) Title 42 USC Chapter 7, Subchapter XI, Part C, Administrative
Simplification, the relevant portions of the Health Insurance Portability and
Accountability Act of 1996 (HIPAA);
(e) Title 42 USC Chapter 7, the relevant portions of the Social Security Act;
(f) Title 42 USC Chapter I, Subchapter A, Part 2, Confidentiality of Substance
Use Disorder Patient Records
(g) Title 45 Code of Federal Regulations (CFR) Chapter A, Subchapter C, Part
160, General Administrative Requirements
(h) Title 45 CFR Chapter A Subchapter C, Parts 160, 162 and 164, Security
and Privacy;
(i) 20 U.S.C. § 1232g; 34 CFR Part 99 (Family Educational Rights and
Privacy Act (FERPAy,
G) Internal Revenue Service Publication 1075, Tax Information Security
Guidelines for Federal, State and Local Agencies, Safeguards for
Protecting Federal Tax Returns and Return Information;
(k) Office of Management and Budget Memorandum 17-12, Preparing for and
Responding to a Breach of Personally Identifiable Information;
(1) Texas Business and Commerce Code Title 11, Subtitle B, Chapter 521
Unauthorized Use of Identifying Information;
(m)Texas Government Code, Title, 5, Subtitle A, Chapter 552, Public
Information, as applicable,
(n) Texas Health and Safety Code, Title 2, Subtitle D, Chapter 81, Section
81.006, Funds
(o) Texas Health and Safety Code Title 2, Subtitle I, Chapter 181, Medical
Records Privacy;
(p) Texas Health and Safety Code Title 7, Subtitle E, Chapter 611, Mental
Health Records;
(q) Texas Human Resources Code, Title 2, Subtitle A, Chapter 12, Section
12.003, Disclosure of Information Prohibited;
(r) Texas Occupations Code, Title 3, Health Professions, as applicable;
(s) Constitutional and common law privacy; and
(t) Any other applicable law controlling the release of information created or
obtained in the course of providing the services described in this MOU.
VS further certifies that it will comply with all amendments, regulations, and
guidance relating to those laws, to the extent applicable.
IV .
b) Cybersecurity Training
All of VS’s authorized users, workforce and subcontractors with access to a state
computer system or database will complete a cybersecurity training program certified
8
Contract No. HHS00 1302800038
under Texas Government Code, Title 10, Subtitle B, Chapter 2054, Section
2054.5192, Cybersecurity training Required: Certain State Contractors, by the Texas
Department of Information Resources.
C)Business Associate Agreement
VS will ensure that any subcontractor who has access to HHSC Confidential
Information will sign a HIPAA-compliant Business Associate Agreement. VS must
maintain the Business Associate Agreements on file and available for review by
HHSC upon request.
d)Incident Notice, Reporting and Mitigation
VS’s obligation begins at discovery of any unauthorized disclosure of Confidential
Information or any privacy or security incident that may compromise Confidential
Information. “Incident” is defined as an attempted or successful unauthorized access,
use, disclosure, modification, or destruction of information or interference with
system operations in an information system. VS’s obligation continues until all
effects of the Incident are resolved to HHSC’s satisfaction, hereafter referred to as the
"Incident Response Period" .
e) Notification to HHSC
i. VS must notify HHSC within the timeframes set forth in Section (c)
below.
ii. VS must require that its subcontractors and contractors take the necessary
steps to assure that VS can comply with all of the following Incident
notrce requrrernents.
(a) Incident Notice :
(1)Initial Notice.
Within twenty-four (24) hours of discovery, or in a timeframe
otherwise approved by HHSC in writing, VS must preliminarily
report on the occurrence of an Incident to the HHSC Privacy
and Security Officers via email at: privacy@HHSC.state.tx.us.
This initial notice must, at a minimum, contain:
(1) all information reasonably available to VS about the
Incident,
(2) confirmation that VS has met any applicable federal Breach
notification requirements, and
(3) a single point of contact for VS for HHSC communications
both during and outside of business hours during the Incident
Response Period.
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Contract No. HHS00 1302800038
(ii)Formal Notice.
No later than three (3) Business Days after discovery of an
Incident, or when VS should have reasonably discovered the
Incident, the VS must provide written formal notification to
HHSC using the Potential Privacy/Security Incident Form
which is available on the HHSC website at
https://hhsconnection.hhs.texas.gov/rights-
responsibilities/office-chief-counsel/privacy. The formal
notification must include all available information about the
Incident, and VS’s investigation of the Incident.
f)Investigation, Response, and Mitigation.
VS must fully investigate and mitigate, to the extent practicable and as soon as possible
or as indicated below, any Incident. At a minimum, VS will:
1.
11.
Iii.
IV .
V.
Vl.
Vll.
Immediately commence a full and complete investigation;
Cooperate fully with HHSC in its response to the Incident;
Complete or participate in an initial risk assessment;
Provide a final risk assessment;
Submit proposed corrective actions to HHSC for review and approval;
Commit necessary and appropriate staff and resources to expeditiously
respond;
Report to HHSC as required by HHSC and all applicable federal and state
laws for Incident response purposes and for purposes of HHSC’s
compliance with report and notification requirements, to the satisfaction of
HHSC;
Vlll.
IX.
X.
Xl.
Fully cooperate with HHSC to respond to inquiries and/or proceedings by
federal and state authorities about the Incident;
Fully cooperate with HHSC’s efforts to seek appropriate injunctive relief or
to otherwise prevent or curtail such Incidents;
Recover, or assure destruction of, any Confidential Information
impermissibly disclosed during or as a result of the Incident; and
Provide HHSC with a final report on the Incident explaining the Incident’s
resolution.
g) Breach Notification to Individuals and Reporting to Authorities
i. In addition to the notices required in this section, VS must comply with all
other applicable legal and regulatory requirements in the time, manner, and
content of any notification to individuals, regulators, or third-parties, or any
10
Contract No. HHS00 1302800038
notice required by other state or federal authorities, including without
limitation, notifications required in Title 45 CFR Chapter A, Subchapter C
Part 164, Subpart D, Notification in the Case of Breach of Unsecured
Protected Health Information and Texas Business and Commerce Code.
Title 1 1, Subtitle B, Chapter 521, Section 521.053(b), Notification
Required Following Breach of Security of Computerized Data, or as
specified by HHSC following an Incident.
VS must assure that the time, manner, and content of any Breach
notification required by this section meets all federal and state regulatory
requIrements .
Breach notice letters must be in VS’s name and on VS’s letterhead and
must contain contact information to obtain additional information,
including the name and title of VS’s representative, an email address, and
toll-free telephone number.
VS must provide HHSC with copies of all distributed communications
related to the Breach notification at the same time the Contractor distributes
the communications.
11.
111.
IV.
V.VS must demonstrate to the satisfaction of HHSC that any Breach
notification required by applicable law was timely made. If there are
delays outside of VS’s control, then VS must provide written
documentation to HHSC of the reasons for the delay.
VI. MUTUAL RESPONSIBILITIES
a) HHSC and the VS will communicate as necessary to successfully manage this
Agreement. They will work in good faith together to fulfill the purpose of this
Agreement.
b) Teleservice
Service functions include, but are not limited to : tutoring, mentoring, reading books
for children and youth; creating video demonstrations; serving as a pen pal;
supporting students in their efforts to complete special projects; assembling student
packets; connecting students with educational resources; and routine check-ins with
students, as directed by VS. Telesewice functions may be facilitated via
telecommunication channels including, but not limited to: virtual engagement
(computer/tablet) or telephone engagement.
1)HHSC Statement of Duties:
(a) Ensure Foster Grandparents have access to the appropriate
equipment as deemed necessary for the proposed activities;
(b) Provide activity specific training, as appropriate.
11
Contract No. HHS00 1302800038
11)VS Statement of Duties:
(a) Ensure Foster Grandparents have access to the appropriate
programs and materials, as required for proposed activities;
(b) Provide activity specific orientation and training to the volunteers;
(c) Supervise Foster Grandparents always while they are serving as a
volunteer with children present, whether the volunteer is
presenting to a group or to individual children.
VII. TERM OF AGREEMENT
This MOU is effective upon the signature date of the latter of the Parties to sign this
agreement and shall continue for a three (3) year period unless terminated sooner in
accordance with the terms of this MOU. This agreement does not include renewals.
VIII. TERMINATION OF AGREEMENT
a) Termination without Cause. This MOU may be terminated by either Party
without cause upon thirty (30) days written notice to the other Party.
b)Notice of Breach and Termination for Cause. If a Party fails to comply with a
term of this MOU, the non-breaching Party may provide notice to the breaching
Party of the breach. If the breach is not cured to the non-breaching Party’s
satisfaction within thirty (30) days of the date the notice is sent, the non-breaching
Party may proceed to terminate the MOU by providing notice of termination upon
the breaching Party, which shall include, among other things, the effective date of
the termination.
HHSC may terminate this Agreement immediately if VS improperly discloses
Social Security Numbers or client information, or breaches confidentiality and/or
securIty requlrernents.
c) Nonwaiver. Failure of either Party to insist on performance of any term or
condition of this MOU or to exercise any right or privilege under the terms of this
MOU shall not be construed as a continuing or future waiver of such term,
condition, right or privilege.
IX.CONTRACT REPRESENTATIVES
The following will act as the representative authorized to administer activities under this
MOU on behalf of its respective Party.
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Contract No. HHS00 1302800038
System Agency Contract Repr6entative VS Contract Reprmentative
Foster Grandparent Program
701 West 5 1 st Street
Austin. Texas 7875 1
E-mail: fgpfiscalspt@hhs.texas.gov
Phone: 512-944-9967
City of Denton
321 E. McKinney Street
Denton, TX 76201
Email: megan.thomas@cityofdenton.com
Phone Number: 940-349-7752
Attention: Megan Thomas
IX.NOTICE REQUIREMENTS
a) All notices given by VS shall be in writing, include the Contract number, comply with
all terms and conditions of this MOU, and be delivered to HHSC’s Contract
Representative identified above.
b) VS shall send legal notices to HHSC at the address below and provide a copy to the
HHSC’s Contract Representative:
Health and Human Services Commission
Ann: Office of Chief Counsel
4601 W. Guadalupe, MC 1100
Austin, Texas 78751
C)Notices given by HHSC to VS may be emailed, mailed or sent by common carrier.
Email notices shall be deemed delivered when sent by HHSC. Notices sent by mail shall
be deemed delivered when deposited by HHSC in the United States mail, postage paid,
certified, return receipt requested. Notices sent by common carrier shall be deemed
delivered when deposited by HHSC with a common carrier, overnight, signature
required.
d) Notices given by VS to HHSC shall be deemed delivered when received by HHSC.
e) Either Party may change its Contract Representative or Legal Notice contact by
providing written notice to the other Party.
XI.GENERAL TERMS
a) Amendments. The Parties to this MOU may modify this agreement only through
execution of a written amendment signed by both parties.
b) Assignment. VS shall not assign its rights under this MOU or delegate the
performance of its duties under the agreement without prior written approval from
HHSC. Any attempted assignment in violation of this provision is void and without
effect
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Contract No. HHS00 1302800038
C)No Partnership or Joint Venture. The Parties agree that nothing in this MOU shall
be deemed to create an association, partnership, or joint venture between HHSC and
VS, but is intended solely to guide the relationship between the Parties. Each Party
shall pay the cost of its participation in this MOU without cost to or reimbursement
by the other Party .
d)No Waiver of Sovereign Immunity. Nothing in this agreement shall be construed as
a waiver of VS’s, HHSC’s or the State’s sovereign immunity. This agreement shall
not constitute or be construed as a waiver of any of the privileges, rights, defenses,
remedies, or immunities available to HHSC or the State of Texas. The failure to
enforce, or any delay in the enforcement of, any privileges, rights, defenses, remedies,
or immunities available to HHSC or the State of Texas under this agreement or under
applicable law shall not constitute a waiver of such privileges, rights, defenses,
remedies or immunities or be considered a basis for estoppel. HHSC does not waive
any privileges, rights, defenses, or immunities available to HHSC by entering into
this agreement or by its conduct prior to or subsequent to entering into this
agreement.
e) Counterparts and Signatures. The MOU may be executed in any number of
counterparts, each of which will be an original, and all such counterparts will together
constitute but one and the same agreement.
f)Entire Agreement. This document constitutes the entire agreement of the Parties
and is intended as a complete and exclusive statement of the promises,
representations, negotiations, discussions, and other agreements that may have been
made in connection with the subject matter hereof Any additional or conflicting
terms in any future document incorporated into this agreement will be harmonized
with this agreement to the extent possible.
The Parties have read this MOU and agree to be bound by its terms. This MOU has been
signed by an authorized representative of each Party.
(Remainder of Page 1ntentionally Left Blank)
14
Contract No. HHS00 1302800038
SIGNATURE PACE FOR
MEMORANDUM OF UNDERSTANDING
HHSC COVrRACT No. HHS001302800038
HEALTH AND HUMAN SERVICES
COMMISSION
CITY OF DENTON
Signature
Name: Evelyn Greenfield-Johnson Name: Sara Hensley
Title: Associate Commissioner Title: City Manager
Date
Signed: 9-22-2023
Date
Signed:
15
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