HomeMy WebLinkAboutPR 19598: APPROVAL OF THE FY 2017 CONTRACT BETWEEN THE CITY AND THE DEPARTMENT OF STATE HEALTH SERVICES, WIC DIVISION i
City of
; )l
girt 1"I1111r
7, ,,r.
DATE: November 17, 2017
To: Brian McDougal, City Manager
From: Judith A. Smith, RN, BSN
RE: Approval of the FY 2017 Contract between the City of Port Arthur and the Department of
State Health Services for the WIC Program
Nature of the Request: The WIC program provides supplemental food vouchers and nutrition
education to enhance good health care at no cost to low-income pregnant and postpartum
women, infants, and children identified to be at nutritional risk. A set reimbursement rate is
established for each WIC program participant; therefore, the total amount of reimbursement
varies from month to month based on the level of participation. The total amount for this contract
from October 1, 2016 to September 30, 2017 is $ 608,867.00.
Staff Analysis, Considerations: This grant covers 10 full time employees and 1 contractor
(Registered Dietitian)
Recommendations: It is recommended that the City Council approve P.R. No.19598, which is
the FY 2017 contract between the City of Port Arthur and Texas Department of State Health
Services in the amount of$608,867.00 to continue WIC services in Port Arthur.
Budget Considerations: Reimbursements for WIC services covers the costs of personnel,
fringe,travel, equipment, and supplies to operate the program for 12 month.
"REMEMBER WE ARE HERE TO SERVE THE CITIZENS OF PORT ARTHURP.O.BOX 1089•PORT ARTHUR,7X 77641-1089•
409/983-8101.FAX 409/982-6743
P.R.NO. 19598
11/17/2016-js
RESOLUTION NO.
A RESOLUTION APPROVING THE FY 2017 CONTRACT BETWEEN
THE CITY OF PORT ARTHUR AND THE DEPARTMENT OF STATE
HEALTH SERVICES,WIC DIVISION IN THE AMOUNT OF$608,867.00.
WHEREAS, the contract between the City of Port Arthur and the Department of State
Health Services, will provide financial assistance to the Port Arthur City Health Department to
supplement the delivery of public health services; and,
WHEREAS, WIC Participation provides for supplemental food instruments, nutrition
education and counseling to enhance good health care at no cost to low-income pregnant and
postpartum women, infants and children identified to be at nutritional risk. The grant award is
based on monthly client participation.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PORT ARTHUR:
Section 1. That, the facts and opinions in the preamble are true and correct.
Section 2. That, the City Council of the City of Port Arthur hereby approves the
contract renewal between the City of Port Arthur and the Department of State Health Services
for the period October 1. 2016 through September 30, 2017.
Section 3. That, the City Council deems it is in the best interest of the City to approve
and authorize the City Manager and the Director of the City's Health Department to execute the
contract between the Department of State Health Services and the City of Port Arthur, Texas, to
continue the Women, Infants and Children(WIC)program as delineated in Exhibit"A".
P.R.NO. 19598
11/17/2016-js
Section 4. That, a copy of the caption of this Resolution be spread upon the Minutes of
the City Council.
READ, ADOPTED, AND APPROVED, this day of
2016 at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following
Vote: AYES:
Mayor:
Councilmembers:
NOES:
Mayor
ATTEST:
Sherri Bellard, City Secretary
AP ROVED AS TO FORM:
v
(^%-1 ,6(itil )
Valecia Ti no, City Attorney
APPROVED FOR ADMINISTRATION:
çtct hw* /thl
Brian McDougal, City Manager J ith Smith, R.N., Director of Health
EXHIBIT "A"
SIGNATURE DOCUMENT FOR
DEPARTMENT OF STATE HEALTH SERVICES
CONTRACT No.2017-049740-001
UNDER THE
WOMEN,INFANT AND CHILDREN'S NUTRITION PROGRAM GRANT PROGRAM
I. PURPOSE
The Department of State Health Services ("System Agency"), a pass-through entity, and City of
Port Arthur ("Grantee") (each a "Party" and collectively the "Parties") enter into the following
grant contract to provide funding for Women, Infant and Children's Nutrition Program (the
"Contract").
II. LEGAL AUTHORITY
This Contract is authorized by and in compliance with the provisions of 42 U.S.C. § 1786, 7
CFR Part 246,and Chapter 32 of the Texas Health & Safety Code.
II. DURATION
This Contract is effective on October 1, 2016 and terminates on September 30, 2017, unless
renewed or terminated pursuant to the terms and conditions of the Contract. The System
Agency, at its own discretion, may extend this Contract subject to terms and conditions mutually
agreeable to both Parties.
HI. BUDGET
The total amount of this Contract will not exceed SIX HUNDRED EIGHT THOUSAND EIGHT
HUNDRED SIXTY-SEVEN DOLLARS($608,867 00). All expenditures under the Contract will be in
accordance With ATTACHMENT A.STATEMENT OF WORK.
IV. CONTRACT REPRESENTATIVES
The following will act as the Representative authorized to administer activities under this
Contract on behalf of their respective Party.
System Agency
Department of State Health Services
1100 W. 49th Street,Austin, TX 78756
Attention: Cynthia Wright, DSHS Contract Manager
cynthia.wright@dshs.state.tx.us
Grantee
City of Port Arthur
P.O.Box 1089,Port Arthur,TX 77641
Attention: Brian McDougal
brian.mcdougal@portarthurtx.gov
System Agency Contract No.2017-049740-001
Page 1 of 3
v.02.01.2016
V. LEGAL NOTICES
Any legal notice required under this Contract shall be deemed delivered when deposited by the
System Agency either in the United States mail, postage paid, certified, return receipt requested; or
with a common carrier,overnight,signature required,to the appropriate address below:
System Agency
Department of State Health Services
Attention: Lisa Hernandez
1100 W.49th Street, MC 1911
Austin, TX 78756
Grantee
City of Port Arthur
P.O.Box 1089,Port Arthur,TX 77641
Attention:Brian McDougal
Notice given by Grantee will be deemed effective when received by the System Agency. Either
Party may change its address for notice by written notice to the other Party.
VI. ADDITIONAL GRANT INFORMATION
Federal Award Identification Number(FAIN): 16166TX506W1003
Federal Award Date: 10/01/16 thru 09/30/17
Name of Federal Awarding Agency: United States Department of Agriculture Food and
Nutrition Service
CFDA Name and Number: 10.557
Awarding Official Contact Information:
FNS Southwest Regional Office
Food and Nutrition Service
1100 Commerce Street, Room 522
Dallas,TX 75242-9980
Telephone (214)290-9810
DUNS: 137134909
SIGNATURE PAGE FOLLOWS
System Agency Contract No.2017-049740-001
Page 2 of 3
v.02.01.2016
SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No. 2017-049740-001
DEPARTMENT OF STATE HEALTH SERVICES GRANTEE
Evelyn Delgado Name:
Associate Commissioner Title:
Family and Community Health Services
Date of execution: Date of execution:
THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No. 2017-049740-001 ARE
HEREBY INCORPORATED BY REFERENCE:
ATTACHMENT A-STATEMENT OF WORK
ATTACHMENT B-UNIFORM TERMS AND CONDITIONS
ATTACHMENT C -GENERAL AFFIRMATIONS
ATTACHMENT D -SUPPLEMENTAL&SPECIAL CONDITIONS
ATTACHMENT E-FEDERAL ASSURANCES AND CERTIFICATIONS
ATTACHMENT F- FFATA
ATTACHMENT G-DATA USE AGREEMENT
ATTACHMENT H -NON-EXCLUSIVE LIST OF APPLICABLE LAWS
ATTACHMENTS FOLLOW
System Agency Contract No.2017-049740-001
Page 3 of
v.02.01.2016
ATTACHMENT A
STATEMENT OF WORK
L GRANTEE RESPONSIBILITIES
Grantee will:
A. Perform professional, administrative and clerical services necessary to determine
eligibility, provide food benefits, and provide appropriate nutrition education and
counseling to qualified women, infants and children in a specified geographic area.
Grantee shall ensure adequate staff coverage and uninterrupted delivery of services.
Services shall be performed according to the statutes,rules,policies,and directives of the
Special Supplemental Nutrition Program for Women,Infants,and Children(WIC)and/or
as directed by the United States Department of Agriculture(USDA)as referenced in this
Contract. During the term of this Contract,the USDA may issue regulations,instructions,
policies and/or directives,which may be incorporated into the current System Agency WIC
Program Policy and Procedures Manual and program rules.
B. Provide services within the state boundaries of Texas and in the approved clinic locations
described in Grantee's approved application which is incorporated herein by reference and
made a part of this Contract.
C. Assist System Agency or USDA in the collection of data that will identify benefits of this
nutrition intervention program and furnish financial, health, nutrition education and any
other special reports in a timely manner as required by System Agency's WIC Program
policies and procedures for the compilation of such data.
D. Determine eligibility of applicants through assessment of their categorical income,
residence and nutritional status,and provide nutrition education and counseling to eligible
participants.
E. Become and maintain designation as a Mother-Friendly Worksite in accordance with 25
Tex. Admin. Code § 31.1.
F. Appoint a Grantee WIC Director/Supervisor.
G. Train Local Agency staff. The term "Local Agency" is defined at 7 CFR§ 246.2.
H. Conduct outreach to potential participants.
I. Complete surveys as requested.
J. Complete part one,part two, or both,as follows:
1. Part One:Coordinate with System Agency to visit the physical address of a proposed
grocery store outlet and determine if a store exists.Grantee shall send System Agency
an email correspondence indicating findings.
2. Part Two: In accordance with current System Agency WIC policies and procedures,
coordinate with System Agency to schedule and conduct an on-site evaluation of the
WIC authorized vendor upon request by System Agency and complete the On-site
Evaluation within thirty (30) days and submit the form electronically to System
Agency within one (1)business day.
System Agency Contract No.2017-049740-001
v.06.22.2016 Page 1
ATTACHMENT A
STATEMENT OF WORK
K. Determine participants' access to health care,medical care and other human services,and
make appropriate referrals. Grantee shall have a system in place to provide participants
with appropriate health services or make appropriate referrals to health care providers
under written agreements that ensure confidentiality of participants'personal information.
L. Issue pre-numbered WIC Electronic Benefit Transfer (EBT) cards furnished by System
Agency to qualified participants who shall use such EBT cards to obtain specified food
items from participating vendors;maintain complete accountability and security of all WIC
EBT cards received from System Agency. Grantee shall be held financially responsible for
all unaccounted WIC EBT cards and/or for the redeemed value of those issued to ineligible
participants. In addition, Grantee shall be held financially liable for issuance of infant
formula instruments that are not authorized or prescribed according to the System Agency
WIC Policy and Procedures Manual.
M. Permit System Agency or its agent to install telecommunications equipment at all Grantee
WIC clinics and administrative offices using Management Information System(MIS),or
software on a network or stand-alone personal computer. Grantee is required to permit
installation at all its permanent WIC sites. Grantee will notify System Agency not less than
forty-five(45)days prior to the relocation of a site or the deployment of a new site to allow
System Agency or its agent to install telecommunications equipment.
N. Connect portable computers(e.g. notebooks or laptops) that use MIS software daily to a
System Agency-provided telecommunications access point to transfer data to and receive
updates from System Agency. Data transfer and update connection must be made on each
day that Grantee provides WIC services. Portable computers may use the provided
wireless connection or go to any of the Grantee's permanent WIC sites for data transfer.
O. Review the immunization records of WIC Program applicants/participants to ensure that
immunizations are current. Make appropriate referrals to health care providers for
necessary immunizations according to WIC Program policy.
P. Offer services during extended hours of operation outside the traditional times of 8:00 a.m.
to 5:00 p.m.,Monday through Friday,according to the Grantee's System Agency-approved
Annual Plan of Operations, which incorporated by reference and made a part of this
Contract.
Q. Implement or expand Grantee's Breastfeeding Peer Counseling program to provide training
and salary of peer counselors who assist pregnant and breastfeeding WIC program
participants in normal breastfeeding situations. Provide clients with after-hours peer
counseling services. Funding for this activity will be contingent on availability and written
approval by System Agency.
R. Implement or expand Grantee's Breastfeeding Peer Dad Program if approved by the
System Agency.
System Agency Contract No.2017-049740-001
v.06.22.2016 Page 2
ATTACHMENT A
STATEMENT OF WORK
1. If selected by the System Agency to participate in the Breastfeeding Peer Dad
Program,Grantee shall submit to System Agency for review and approval a quarterly
activity report in a format designated by System Agency. The activity report shall
include goals and objectives,strategies,activities,timeline of events and performance
measures for implementing and evaluating the program. Grantee shall submit the
activity report to System Agency within 30 calendar days after the end of the each
quarter during the Contract term.
S. Implement special projects according to System Agency-approved plan related to nutrition
education, outreach or breastfeeding if project is requested by Grantee and approved by
System Agency. Funding for special projects is contingent upon availability and approval
in writing by System Agency of the Grantee's plan for the special project.
T. Implement lactation services for WIC program participants who have breastfeeding
problems that are beyond the scope of practice of Grantee's WIC staff and/or peer
counselors using International Board Certified Lactation Consultants(IBCLC)or the most
qualified equivalent. Lactation services may also include Local Agency staff training and
the provision of lactation equipment. System Agency will provide written approval of
Grantee's plan to use lactation funding.
U. Ensure adequate staff coverage and uninterrupted delivery of WIC services if any member
of Grantee's staff is approved in writing by System Agency to participate in the System
Agency's dietetic Internship program. This internship will consist of no less than 1,200
hours of supervised learning experiences in a variety of nutrition-related facilities. Grantee
is responsible for:
1. Designating a WIC Nutritionist,preferably a registered dietitian,to be the Community
Nutrition WIC Preceptor and oversee and evaluate intern's performance for the
Community Nutrition (CN)/WIC portion of the System Agency dietetic internship.
2. The Community Nutrition Preceptor to ensure that the dietetic interns meet all
requirements,standards and required supervised practice hours for the CN Supervised
Practice as outlined by the System Agency's WIC Program.
3. Ensuring that the intern is not used for regular WIC duties during the internship period.
4. Collecting pay-back monies from intern in the event that the intern does not fulfill
dietetic internship local agency contract requirements. Monies must be returned to
System Agency.
V. Stock System Agency provided manual pumps, single-user electric breast pumps and
multi-user electric breast pumps, collection kits, and purchase additional sized flanges.
Distribute the appropriate pumps, kits, and/or additional sized flanges to eligible WIC
participants. System Agency reserves the right to withhold payment if Grantee fails to
accurately complete and submit online breast pump receiving reports within three (3)
business days of receiving a System Agency breast pump delivery as documented in the
current WIC Local Agency policy and procedure manual.
System Agency Contract No.2017-049740-001
v.06.22.2016 Page 3
ATTACHMENT A
STATEMENT OF WORK
W. Implement or expand Grantee's use of a Registered Dietitian(RD)who is registered with
the Commission on Dietetic Registration to provide for Grantee that includes, but not
limited to: assistance with quality assurance, staff training, assistance with the Annual
Nutrition Education and Breastfeeding plan, individual counseling for high-risk
participants, and facilitated discussion classes.
X. Implement or expand the obesity grant now named the Improving the Client Experience
(ICE)grant. The ICE grant will enable Grantee to develop and implement initiatives and
strategies to improve the client experience and alleviate client "pain points," thus
improving the quality of services and client satisfaction.
Examples of Grantee initiatives to access these funds include, but are not limited to,
enhancing nutrition education activities such as cooking demonstrations, gardening
activities,and supermarket tours; improving the WIC participant shopping experience by
using funding for vendor liaison expenses to ensure local area grocery stores are complying
with policies;cultivating Grantee staff and participant collaborations by making the clinic
environment more conducive to open communication with round tables, sofas, etc.;
incorporating materials and methods that will improve customer service and clinic flow;
and upgrading the clinic to make it more child-friendly.
Grantee shall submit proposed initiatives and required reports in a frequency and format
designated by System Agency for review and approval. If selected by System Agency,
Grantee shall appoint a grant coordinator to oversee the implementation and evaluation of
each initiative.
Y. If selected by System Agency,serve as an Innovation Center to implement special nutrition
education and retention projects as proposed to System Agency. Innovation Center
projects include, but not limited to, emotion-based counseling techniques,
telecommunication health and nutrition support via web-cam,phone,and/or e-mail,parent-
child support groups,child-friendly activities,unique group nutrition education including
physical activity,hands-on components,or cooking demonstrations,program evaluations,
community education and outreach, and other special projects related to health and
behavior change proposed by the Grantee if approved by System Agency. Grantee shall
designate an Innovation Lead who is responsible for overseeing local agency stafftraining,
implementation, and evaluation of Center activities.
Grantee shall participate in activities as requested by System Agency, including but not
limited to, providing observation and training activities to staff from other WIC local
agencies,writing news articles,participating in training and evaluation efforts,attending
workgroup meetings, and presenting progress on activities to various audiences Grantee
activities will comply with written Innovation Center plan submitted and approved by
DSHS which is incorporated by reference. Grantee will submit reports in a frequency and
in a format designated by System Agency.
Z. Grantee shall resolve all possible dual participation records each month. System Agency
reserves the right to withhold payment if Grantee fails to accurately resolve all possible
System Agency Contract No.2017-049740-001
v.06.22.2016 Page 4
ATTACHMENT A
STATEMENT OF WORK
dual participation records within three(3)months from the month of the automated alert
within the MIS system.
AA. All activities related to WIC program, including timeframes, budget, and any revisions
shall be approved by System Agency.
BB. Submit to System Agency the following deliverables in a format designated by System
Agency:
1. Monthly WIC Local Agency Performance Measure Report submitted by the 15th
calendar day of the following month; and
2. Monthly Extended Hours Summary Report submitted by the 15th calendar day of the
following month.
II. PERFORMANCE MEASURES
The System Agency will monitor the Grantee's performance of the requirements in this Attachment
A and compliance with the Contract's terms and conditions.
The following performance measures will be used to assess, in part, Grantee's effectiveness in
providing the services described in the Contract, without waiving the enforceability of any of the
other terms of the contract.
A. Grantee shall ensure:
1. An average of 95% of families each quarter who participate in WIC Program by
receiving food benefits shall also receive nutrition education classes or individual
counseling services to coincide with food instrument issuance;
2. An average of 20%of all pregnant women who enter the WIC Program each quarter
shall be certified as eligible during the period of the first trimester of their pregnancy;
3. An average of 80% of clients a quarter who are enrolled in the WIC Program,
excluding dual participants,transfer locked and/or migrant clients,shall participate as
food benefit recipients each month (breast-feeding infants are also included in the
client count); and
4. 100% of participants who indicate during the enrollment process for the WIC
Program that they have no source of health care shall be referred to at least one(1)
source of health care at certification of eligibility.
III. INVOICE AND PAYMENT
A. Grantee will request monthly payments using the State of Texas Purchase Voucher(Form
B-13) at http://www.dshs.texas.gov/grants/forms.shtm and submit with any supporting
System Agency Contract No.2017-049740-001
v.06.22.2016 Page 5
ATTACHMENT A
STATEMENT OF WORK
documentation by electronic mail to DSHS Contract Development and Support Branch at
WicVouchers( dshs.state.tx.us.
1. Grantee shall indicate separately on the face of the State of Texas Purchase Voucher,
the costs associated with nutrition education,breast-feeding,and other administrative
costs.
B. Grantee will submit Financial Status Reports(FSR)by electronic mail to the DSHS Contract
Development and Support Branch at WicVouchers@dshs.state.tx.us by the last business day
of the month following the end of each quarter of the Contract term for review and financial
assessment.
C. Grantee will be paid on a cost categorical basis and in accordance with the terms of this
Contract.
D. All payments made by System Agency to Grantee under this Contract will be
reimbursements subject to the following requirements,conditions and stipulations:
1. All categories of costs billed to System Agency and allocation of such costs,shall be
in accordance with the Plan to Allocate Direct Costs(PADC)submitted by Grantee
and accepted by the System Agency. This document is incorporated in the Contract
by reference.
2. System Agency will reimburse Grantee for administrative costs incurred when
determining eligibility, providing appropriate nutrition education and counseling,
issuing WIC Electronic Benefit Transfer(EBT)cards,making participant referrals,
vendor evaluation, outreach, start-up costs and general administrative support.
3. Administrative costs will be reimbursed based on actual costs,but not to exceed the
"maximum reimbursement"based upon the sum of the participants who were issued
WIC EBT cards each month plus infants who do not receive any WIC EBT cards
whose breastfeeding mothers were participants to the extent that the total so derived
does not exceed Grantee's total assigned caseload within any given month. Surplus
funds(the amount by which maximum reimbursements exceed actual costs)can be
accumulated and carried forward within the Contract term.
4. The participant caseload will be assigned by System Agency by giving written notice
to Grantee. The participant caseload is subject to change upon written notice to
Grantee from System Agency with Grantee's concurrence. Grantee assumes liability
for all food costs resulting from Grantee exceeding its assigned caseload. The
number of individuals served in excess of assigned caseload are not to be included in
the calculation of earned administrative funds as described below.
5. Grantee will be allowed the option of receiving a two (2) month cash advance in
accordance with current System Agency's WIC program policy and procedures.
System Agency Contract No.2017-049740-001
v.06.22.2016 Page 6
ATTACHMENT A
STATEMENT OF WORK
6. Surplus encumbered by September 30 shall be billed and vouchers received by
System Agency no later than 45 calendar days following the Contract term.
E. Grantee shall earn administrative funds at the rate of$14.08_for each participant served
as defined in this Contract. Grantee agrees that:
1. Grantee shall identify and document separately not less than 19% of total
administrative costs as expenditures directly related to nutrition education and
counseling. Nutrition education and counseling expenditures shall be supported by
documentation of participant attendance or non-attendance within the WIC Program.
2. System Agency will reimburse Grantee for administrative expenses at a rate not
greater than 5.26 times the amount of properly documented expenditures for nutrition
education and counseling,but not more than is earned based on actual participation
not to exceed Grantee's assigned participant caseload, plus any incentive funds
allocated to Grantee by System Agency.
3. System Agency will reimburse Grantee's indirect costs by one of the following:
a. Amount calculated in accordance with Grantee's current valid federally
negotiated indirect cost rate(IDCR),
b. Amount calculated in accordance with Grantee's accepted System Agency Cost
Allocation Plan (CAP). System Agency will limit CAP reimbursement at
twenty (20) percent applied to Grantee's total direct salaries plus benefits
reimbursed by System Agency,or
c. A Grantee that has never negotiated an IDCR may elect to charge a de minimis
rate of 10%of modified total direct costs.
4. System Agency will identify annually to Grantee an amount of funds that shall be
spent for breastfeeding promotion. The allocation of breastfeeding funds to Grantee
will be based on Grantee's proportional share of the statewide combined total of
pregnant and breastfeeding participants as reported to System Agency.
5. System Agency reserves the right to withhold a proportionate amount of earned
administrative funds when evidence exists that nutrition education and/or
breastfeeding promotion is not being provided by Grantee, or Grantee is not
complying with the provisions of USDA and/or System Agency directives.
6. System Agency may amend or terminate the Contract if available funds become
reduced,depleted,or unavailable during the term of the Contract to the extent that the
WIC Program is unable to provide administrative funding at the rate(s)stated in this
Contract.
System Agency will notify Grantee if a change in funding occurs and Grantee will have
sixty (60) days to provide written notice to System Agency with intention to
terminate this contract.
System Agency Contract No. 2017-049740-001
v.06.22.2016 Page 7
ATTACHMENT A
STATEMENT OF WORK
7. During the term of the Contract, System Agency may, at its sole discretion,
unilaterally adjust the base reimbursement rate as defined in this attachment if it is in
the best interest of System Agency and if administrative WIC Grant funds change.
8. System Agency may, at its sole discretion, pay for additional goods or services, as
specified in this attachment, if provided by Grantee during the term of the Contract
and not otherwise paid during the Contract term if it is in the best interest of System
Agency. If Grantee exceeds the amount of earned administrative funds as stated
above, Grantee shall continue to bill System Agency for the services provided. If
additional funds become available at a later date for the provision of these services,
System Agency may elect to pay Grantee a share of these funds.
9. System Agency may provide extended hours funding to Grantee for participants who
are provided WIC services outside the normal traditional hours to the extent that
federal funding is available.
System Agency Contract No.2017-049740-001
v.06.22.2016 Page 8
Attachment C: GENERAL AFFIRMATIONS
By entering into this Contract,Contractor affirms, without exception, as follows:
1. Contractor represents and warrants that these General Affirmations apply to Contractor and all of
Contractor's principals, officers, directors, shareholders, partners, owners, agents, employees,
Subcontractors, independent contractors, and any other representatives who may provide services
under,who have a financial interest in,or otherwise are interested in this Contract.
2. Contractor represents and warrants that all statements and information provided to the Enterprise
Agency are current, complete, and accurate. This includes all statements and information relating in
any manner to this Contract and any solicitation resulting in this Contract.
3. Contractor has not given, has not offered to give, and does not intend to give at any time hereafter any
economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service
to a public servant in connection with this Contract.
4. Under Section 2155.004, Texas Government Code (relating to financial participation in preparing
solicitations), Contractor certifies that it is not ineligible to receive this Contract and acknowledges
that this Contract may be terminated and payment withheld if this certification is inaccurate.
5. Under Section 2155.006, Texas Government Code (relating to convictions and penalties regarding
Hurricane Rita, Hurricane Katrina, and other disasters), Contractor certifies that it is not ineligible to
receive this Contract and acknowledges that this Contract may be terminated and payment withheld if
this certification is inaccurate.
6. Under Section 2261.053, Texas Government Code (relating to convictions and penalties regarding
Hurricane Rita, Hurricane Katrina, and other disasters), Contractor certifies that it is not ineligible to
receive this Contract and acknowledges that this Contract may be terminated and payment withheld if
this certification is inaccurate.
7. Under Section 231.006, Texas Family Code (relating to delinquent child support), Contractor certifies
that it is not ineligible to receive the specified grant, loan, or payment and acknowledges that this
Contract may be terminated and payment may be withheld if this certification is inaccurate.
8. Contractor certifies that: (a)the entity executing this Contract; (b) its principals; (c) its Subcontractors;
and (d) any personnel designated to perform services related to this Contract are not presently
debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction by any federal Department or Agency. This certification is made
pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689,
Debarment and Suspension, 2 C.F.R. Part 376, and any relevant regulations promulgated by the
Department or Agency funding this project. This provision shall be included in its entirety in
Contractor's Subcontracts if payment in whole or in part is from federal funds.
9. Contractor certifies that it, its principals, its Subcontractors, and any personnel designated to perform
services related to this Contract are eligible to participate in this transaction and have not been
subjected to suspension, debarment, or similar ineligibility determined by any federal, state, or local
governmental entity.
10. Contractor certifies it is in compliance with all State of Texas statutes and rules relating to
procurement; and that (a) the entity executing this Contract; (b) its principals; (c) its Subcontractors;
and (d) any personnel designated to perform services related to this Contract are not listed on the
federal government's terrorism watch list described in Executive Order 13224. Entities ineligible for
federal procurement are listed at https://www.sam.gov/portal/public/SAM/, which Contractor may
Enterprise Agency Contract No. 2017-049740-001
review in making this certification. Contractor acknowledges that this Contract may be terminated and
payment withheld if this certification is inaccurate. This provision shall be included in its entirety in
Contractor's Subcontracts if payment in whole or in part is from federal funds.
11. In accordance with Texas Government Code Section 669.003 (relating to contracting with the
executive head of a state agency), Contractor certifies that it (1) is not the executive head of the
Enterprise Agency; (2) was not at any time during the past four years the executive head of the
Enterprise Agency; and (3) does not employ a current or former executive head of the Enterprise
Agency.
12. Contractor represents and warrants that it is not currently delinquent in the payment of any franchise
taxes owed the State of Texas under Chapter 171 of the Texas Tax Code.
13. Contractor represents and warrants that payments to Contractor and Contractor's receipt of
appropriated or other funds under this Contract are not prohibited by Sections 556.005, 556.0055, or
556.008 of the Texas Government Code (relating to use of appropriated money or state funds to
employ or pay lobbyists, lobbying expenses,or influence legislation).
14. Contractor represents and warrants that it will comply with Texas Government Code Section
2155.4441,relating to the purchase of products produced in the State of Texas under service contracts.
15. Pursuant to Section 2252.901, Texas Government Code (relating to prohibitions regarding contracts
with and involving former and retired state agency employees), Contractor will not allow any former
employee of the Enterprise Agency to perform services under this Contract during the twelve (12)
month period immediately following the employee's last date of employment at the Enterprise
Agency.
16. Contractor acknowledges that, pursuant to Section 572.069 of the Texas Government Code, a former
state officer or employee of the Enterprise Agency who during the period of state service or
employment participated on behalf of the Enterprise Agency in a procurement or contract negotiation
involving Contractor may not accept employment from Contractor before the second anniversary of
the date the officer's or employee's service or employment with the Enterprise Agency ceased.
17. Contractor understands that the Enterprise Agency does not tolerate any type of fraud. The Enterprise
Agency's policy is to promote consistent, legal, and ethical organizational behavior by assigning
responsibilities and providing guidelines to enforce controls. Violations of law, agency policies, or
standards of ethical conduct will be investigated, and appropriate actions will be taken. All employees
or contractors who suspect fraud, waste or abuse (including employee misconduct that would
constitute fraud, waste, or abuse) are required to immediately report the questionable activity to both
the Health and Human Services Commission's Office of the Inspector General at 1-800-436-6184 and
the State Auditor's Office. Contractor agrees to comply with all applicable laws,rules,regulations, and
Enterprise Agency policies regarding fraud including,but not limited to,HHS Circular C-027.
18. Contractor represents and warrants that it has not violated state or federal antitrust laws and has not
communicated its bid for this Contract directly or indirectly to any competitor or any other person
engaged in such line of business. Contractor hereby assigns to Enterprise Agency any claims for
overcharges associated with this Contract under 15 U.S.C. § 1, et seq., and Texas Business and
Commerce Code § 15.01,et seq.
19. Contractor represents and warrants that it is not aware of and has received no notice of any court or
governmental agency proceeding, investigation, or other action pending or threatened against
Contractor or any of the individuals or entities included numbered paragraph 1 of these General
Affirmations within the five (5) calendar years immediately preceding the execution of this Contract
that would or could impair Contractor's performance under this Contract, relate to the contracted or
similar goods or services,or otherwise be relevant to the Enterprise Agency's consideration of entering
Enterprise Agency Contract No.2017-049740-001
into this Contract. If Contractor is unable to make the preceding representation and warranty, then
Contractor instead represents and warrants that it has provided to the Enterprise Agency a complete,
detailed disclosure of any such court or governmental agency proceeding, investigation,or other action
that would or could impair Contractor's performance under this Contract, relate to the contracted or
similar goods or services,or otherwise be relevant to the Enterprise Agency's consideration of entering
into this Contract. In addition, Contractor represents and warrants that it shall notify the Enterprise
Agency in writing within five (5) business days of any changes to the representations or warranties in
this clause and understands that failure to so timely update the Enterprise Agency shall constitute
breach of contract and may result in immediate termination of this Contract.
20. Contractor understands, acknowledges, and agrees that any false representation or any failure to
comply with a representation, warranty, or certification made by Contractor is subject to all civil and
criminal consequences provided at law or in equity including, but not limited to, immediate
termination of this Contract.
21. Contractor represents and warrants that it will comply with all applicable laws and maintain all permits
and licenses required by applicable city, county, state, and federal rules, regulations, statues, codes,
and other laws that pertain to this Contract.
22. Contractor represents and warrants that the individual signing this Contract is authorized to sign on
behalf of Contractor and to bind Contractor.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Enterprise Agency Contract No. 2017-049740-001
ATTACHMENT D
SUPPLEMENTAL & SPECIAL CONDITIONS
SUPPLEMENTAL CONDITIONS
THE FOLLOWING SUPPLEMENTAL CONDITIONS APPLY TO THIS CONTRACT AND
MODIFY THE HHS UNIFORM TERMS AND CONDITIONS
Section 2.03 Financial Status Reports (FSRs), of the Health and Human Services Commission
Uniform Terms and Conditions—Grant,Version 2.13,is amended by adding the following underlined
language and deleting the struck-through language:
Except as otherwise provided in these Genera' Provisions Uniform Terms and Conditions or in the
terms of any ftregFaal Attachment(s) that is incorporated into the Contract, for contracts with
categorical budgets, Grantee shall submit quarterly FSRs to DSHS Contract Development and
Support Branch(CDSB) by the last business day of the month following the end of
each quarter of the Program Attachment term for System Agency review and financial assessment.
Grantee shall submit the final FSR no later than forty-five(45)calendar days following the end of the
applicable term.
Article IV, Allowable Costs and Audit Requirements of the Health and Human Services
Commission Uniform Terms and Conditions—Grant,Version 2.13 is modified to include:
4.04 Cost Allocation Plan.
a. Grantee shall implement and follow the applicable Cost Allocation Plan.
b. Grantee shall submit a Cost Allocation Plan on the format approved by System Agency to the
DSHS Contract Oversight and Support Section, Mail Code 1326, P.O. Box 149347, Austin,
Texas 78714-9347, or by email to: coscap(a�dshs.state.tx.us, or to such other email address or
follow such other process as requested by System Agency, no later than the 60th calendar day
after the effective date of the Contract, except when a Grantee has a current Cost Allocation
Plan on file with the System Agency. If Grantee's plan is the same as the plan previously
submitted to System Agency, by signing this Contract, Grantee certifies that its current Cost
Allocation Plan for the current year is the same as the plan previously submitted.
c. If the Cost Allocation Plan changes during the Contract term, Grantee shall submit a new Cost
Allocation Plan to the Contract Oversight and Support Section within 30 calendar days after the
effective date of the change.
Section 9.02 Insurance, of the Health and Human Services Commission Uniform Terms and
Conditions-Grant,Version 2.13,is deleted in its entirety and replaced with the following:
9.02 Insurance
Pursuant to Chapter 2259 of the Texas Government Code entitled, "Self-Insurance by Governmental
Units,"Grantee is self-insured and,therefore,is not required to purchase insurance.
Section 9.21 Civil Rights, of the Health and Human Services Commission Uniform Terms and
Conditions—Grant,Version 2.13,is modified to add the following:
g. Grantee shall comply with all provisions required by implementing the regulations of the
Department of Agriculture, 7 CFR Part 246, 248; Department of Justice Guidelines for
Enforcement of Title VI; 28 CFR § 50.3 and 28 CFR Part 42; and Food & Nutrition Service
(FNS)directives and guidelines,to the effect that no person will, on the grounds of race, color,
national origin, sex, age, or disability be excluded from participation under any program or
v. 03.10.2016 Page 1
ATTACHMENT D
SUPPLEMENTAL& SPECIAL CONDITIONS
activity for which Grantee receives federal financial assistance from FNS; and hereby gives
assurance that it shall immediately take measures necessary to implement this Contract.
h. Grantee shall compile data,maintain records and submit reports,as required,to permit effective
enforcement of the nondiscrimination laws and permit authorized USDA and System Agency
personnel,during normal working hours,to review such records,books,and accounts as needed
to ascertain compliance with the nondiscrimination laws. The Department of Agriculture,Food
and Nutrition Service (USDA), has the right to seek judicial enforcement if Grantee violates
any nondiscrimination laws. This Assurance is binding on Grantee, its successors, transferees,
and assignees, as long as they receive assistance or retain possession of any assistance from the
Department of Agriculture. The person or persons whose signatures appear on the Contract are
authorized to sign this Assurance on behalf of Grantee.
Article IX Miscellaneous Provisions of the Health and Human Services Commission Uniform
Terms and Conditions—Grant,Version 2.13,is modified by adding the following:
Section 9.22 Equipment and Supplies
a. Reportable Capital Assets.
Grantee shall maintain an inventory of reportable capital assets placed in the custody of the
Grantee by System Agency. Grantee shall conduct an annual inventory for each administrative
and clinic site and submit to DSHS Property Management in a format and upon a delivery date
designated by System Agency. Grantee shall administer a program of maintenance, repair and
protection of assets under this Contract so as to assure their full availability and usefulness. In
the event Grantee is indemnified, reimbursed, or otherwise compensated for any loss of,
destruction of,or damage to the assess provided under this Contract,it shall use the proceeds to
repair or replace said assets.
b. Grant Purchased Equipment.
Equipment means tangible personal property having a useful lifetime of more than one year and
a per-unit acquisition cost that exceeds the lesser of the capitalization level established by the of
$5,000 or more. Grantee shall inventory all equipment, and report the inventory on the DSHS
Contractor's Property Inventory Report form.
c. Supplies.
1. Supplies are defined as consumable items necessary to carry out the services under this
Contract including medical supplies, drugs, janitorial supplies, office supplies, patient
educational supplies, software, and any items of tangible personal property other than
those defined as equipment above.
2. Tangible personal property includes controlled assets, including firearms, regardless of
the acquisition cost, and the following assets with an acquisition cost of$500 or more,but
less than $5,000, which includes desktop and laptop computers (including notebooks,
tablets and similar devices), non-portable printers and copiers, emergency management
equipment, communication devices and systems, medical and laboratory equipment, and
media equipment are also considered Supplies.
3. Prior approval by System Agency of the purchase of Controlled Assets is not required,but
such purchases must be reported on the System Agency Contractors Property Inventory
Form as detailed in this section.
v.03.10.2016 Page 2
ATTACHMENT D
SUPPLEMENTAL& SPECIAL CONDITIONS
d. Property Inventory and Protection of Assets.
1. Grantee shall maintain an inventory of equipment, supplies defined as controlled assets,
and property described in this Section and submit an annual cumulative report of the
equipment and other property on DSHS Contractor's Property Inventory Report to the
DSHS Contract Oversight and Support Section, Mail Code 1326, P.O. Box 149347,
Austin, Texas 78714-9347, no later than October 15th of each year. The report is located
at: http://www.dshs.state.tx.us/contracts/forms.shtm.
2. Grantee shall maintain, repair, and protect assets under this Contract to assure their full
availability and usefulness.
3. If Grantee is indemnified, reimbursed, or otherwise compensated for any loss of,
destruction of, or damage to the assets provided or obtained under this Contract, Grantee
shall use the proceeds to repair or replace those assets.
e. Assets as Collateral Prohibited.
Grantees on a cost reimbursement payment method shall not encumber equipment purchased
with System Agency funds without prior written approval from the System Agency.
f. Disposition of Property.
1. Grantee shall follow the procedures in the American Hospital Association's(AHA)
"Estimated Useful Lives of Depreciable Hospital Assets"in disposing,at any time during
or after the Contract term,of equipment purchased with System Agency,except when
federal or state statutory requirements supersede or when the equipment requires licensure
or registration by the state,or when the acquisition price of the equipment is equal to or
greater than$5,000.
2. All other equipment not listed in the AHA reference(other than equipment that requires
licensure or registration or that has an acquisition cost equal to or greater than$5,000)will
be controlled by the requirements of UGMS.
3. If,prior to the end of the useful life,any item of equipment is no longer needed to perform
services under this Contract,or becomes inoperable,or if the equipment requires licensure
or registration or had an acquisition price equal to or greater than$5,000,Grantee shall
request disposition approval and instructions in writing from the contract manager
assigned to this Contract.
4. After an item reaches the end of its useful life,Grantee shall ensure that disposition of any
equipment is in accordance with Generally Accepted Accounting Principles, and any
applicable federal guidance.
g. Closeout of Equipment.
At the end of the term of a Contract that has no additional renewals or that will not be renewed
(Closeout), or when a Contract is otherwise terminated,Grantee shall submit to the contract
manager assigned to this,an inventory of equipment purchased with grant funds and request
disposition instructions for such equipment.
All equipment purchased with grant funds must be secured by Grantee at the time of Closeout,
or termination of this Contract,and must be disposed of according to System Agency's
disposition instructions,which may include return of the equipment to System Agency or
v.03.10.2016 Page 3
ATTACHMENT D
SUPPLEMENTAL & SPECIAL CONDITIONS
transfer of possession to another System Agency contractor,at Grantee's expense.
Article IX Miscellaneous Provisions of the Health and Human Services Commission Uniform
Terms and Conditions—Grant,Version 2.13,is modified by adding the following:
Section 9.23 Contracts with Subrecipient and Vendor Subcontractors.
a. Grantee may enter into contracts with subrecipient subcontractors unless restricted or otherwise
prohibited in the Contract.
b. Prior to entering into a subrecipient agreement equaling or exceeding $100,000, Grantee shall
obtain written approval from System Agency.
c. Grantee shall establish written policies and procedures for competitive procurement and
monitoring of subcontracts and shall produce a subcontracting monitoring plan.
d. Grantee shall monitor subrecipient subcontractors for both financial and programmatic
performance and shall maintain pertinent records that must be available for inspection by
System Agency.
e. Grantee shall ensure that subcontractors are fully aware of the requirements placed upon them
by state/federal statutes, rules, and regulations and by the provisions of this Contract.
f. Contracts with all subcontractors, whether vendor or subrecipient, must be in writing and
include the following:
1. Name and address of all parties and the subcontractor's Vendor Identification Number
(VIN)or Employee Identification Number(EIN);
2. Detailed description of the services to be provided;
3. Measurable method and rate of payment and total not-to-exceed amount of the contract;
4. Clearly defined and executable termination clause;and
5. Beginning and ending dates that coincide with the dates of the Contract.
g. Grantee is responsible to System Agency for the performance of any subcontractor.
Article VIII Contract Management and Early Termination Provision of the Health and Human
Services Commission Uniform Terms and Conditions — Grant, Version 2.13, is modified by adding
the following:
8.05 Termination by Grantee
If Grantee seeks to terminate this Contract, Grantee shall give System Agency no less than sixty(60)
calendar days prior written notice and shall submit a transition plan to ensure client services are not
disrupted.
SPECIAL CONDITIONS
Section 1.01 Notice of Legal Matter or Litigation.
Grantee shall notify the contract manager assigned to this Contract of any litigation or legal matter related
to or affecting this Contract within seven calendar days of becoming aware of the litigation or legal matter.
Section 1.02 Notice of a Contract Action.
Grantee shall notify their assigned contract manager assigned to the contract if Grantee has had any
contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit
entity within five days of becoming aware of the action and include the following:
v.03.10.2016 Page 4
ATTACHMENT D
SUPPLEMENTAL & SPECIAL CONDITIONS
a. Reason for such action;
b. Name and contact information of the local,state or federal department or agency or entity;
c. Date of the contract;
d. Date of suspension or termination; and
e. Contract or case reference number.
Section 1.03 Notice of Bankruptcy.
Grantee shall notify in writing their assigned contract manager assigned of its plan to seek bankruptcy
protection within five days of such action by Grantee.
Section 1.04 Notice of Criminal Activity and Disciplinary Actions.
a. Grantee shall immediately report in writing their contract manager when the Grantee has
knowledge or reason to believe any that they or any person with ownership or controlling interest
in the organization/business, or their agent, employee, subContractor or volunteer that is
providing services under this Contract has engaged in any activity that:
1. Would constitute a criminal offense equal to or greater than a Class A misdemeanor;and
2. Reasonably would constitute grounds for disciplinary action by a state or federal regulatory
authority;or
3. Has been placed on community supervision, received deferred adjudication, or been indicted
for or convicted of a criminal offense relating to involvement in any financial matter, federal
or state program or felony sex crime.
b. Grantee shall not permit any person who engaged, or was alleged to have engaged, in any activity
subject to reporting under this section to perform direct client services or have direct contact with
clients,unless otherwise directed in writing by DSHS.
Section 1.05 Grantee's Notification of Change of Contact Person or Key Personnel.
Within ten days shall notify in writing the contract manager assigned to the Contract of any change
enumerated in the Grantee's Contact Person or Key Personnel.
Section 1.06 Notice of IRS or TWC Insolvency.
Grantee shall notify in writing their assigned contract manager their insolvency, incapacity or
outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission
within 5 days of the date of becoming aware of such.
Section 1.07 Disaster Services.
In the event of a local, state, or federal emergency, including natural, man- made, criminal, terrorist,
and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the
appropriate federal official, Grantee may be called upon to assist System Agency in providing the
following services:
a. Community evacuation;
b. Health and medical assistance;
c. Assessment of health and medical needs;
d. Health surveillance;
e. Medical care personnel;
f. Health and medical equipment and supplies;
g. Patient evacuation;
h. In-hospital care and hospital facility status;
i. Food,drug and medical device safety;
j. Worker health and safety;
v.03.10.2016 Page 5
ATTACHMENT D
SUPPLEMENTAL & SPECIAL CONDITIONS
k. Mental health and substance abuse;
1. Public health information;
m. Vector control and veterinary services;and
n. Victim identification and mortuary services.
Section 1.08 Consent by Non-Parent or Other State Law to Medical Care of a Minor.
Unless federal law applies, when a Grantee provides medical, dental, psychological or surgical treatment
to a minor without parental consent, either directly or through contracts with subContractors, before the
Grantee provides treatment to minor unless informed consent to treatment is obtained pursuant to Texas
Family Code Chapter 32.
Section 1.09 Services and Information for Persons with Limited English Proficiency.
a. Grantee shall take reasonable steps to provide services and information both orally and in writing,
in appropriate languages other than English, to ensure that persons with limited English
proficiency are effectively informed and can have meaningful access to programs, benefits and
activities.
b. Grantee shall identify and document on the client records the primary language/dialect of a client
who has limited English proficiency and the need for translation or interpretation services and
shall not require a client to provide or pay for the services of a translator or interpreter.
c. Grantee shall make every effort to avoid use of any persons under the age of 18 or any family
member or friend of the client as an interpreter for essential communications with a client with
limited English proficiency unless the client has requested that person and using the person would
not compromise the effectiveness of services or violate the client's confidentiality and the client
is advised that a free interpreter is available.
Section 1.10 Third Party Payors.
Except as provided in this Contract, Grantee shall screen all clients and may not bill the System Agency for
services eligible for reimbursement from third party payors, who are any person or entity who has the legal
responsibility for paying for all or part of the services provided, including commercial health or liability
insurance carriers,Medicaid,or other federal,state,local and private funding sources.
As applicable,the Grantee shall:
a. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved
services authorized under this Contract that may be covered by those programs and bill those
programs for the covered services;
b. Provide assistance to individuals to enroll in such programs when the screening process indicates
possible eligibility for such programs;
c. Allow clients that are otherwise eligible for Department services, but cannot pay a deductible
required by a third party payor,to receive services up to the amount of the deductible and to bill the
Department for the deductible;
d. Not bill the Department for any services eligible for third party reimbursement until all appeals to
third party payors have been exhausted;
e. Maintain appropriate documentation from the third party payor reflecting attempts to obtain
reimbursement;
f. Bill all third party payors for services provided under this Contract before submitting any request for
reimbursement to Department;and
g. Provide third party billing functions at no cost to the client.
v.03.10.2016 Page 6
ATTACHMENT D
SUPPLEMENTAL & SPECIAL CONDITIONS
Section 1.11 HIV/AIDS Model Workplace Guidelines.
Grantee shall implement Department's policies based on the Human Immunodeficiency Virus/Acquired
Immunodeficiency Syndrome (HIV/AIDS), AIDS Model Workplace Guidelines for Businesses at
http://www.dshs.state.tx.us/hivstd/policy/policies.shtm, State Agencies and State Grantees Policy No.
090.021.
Grantee shall also educate employees and clients concerning HIV and its related conditions, including
AIDS,in accordance with the Texas.Health& Safety Code §§85.112-114.
Section 1.12 Medical Records Retention.
Grantee shall retain medical records in accordance with 22 TAC §165.1(b) or other applicable statutes, rules
and regulations governing medical information.
Grantee shall maintain full and complete records concerning WIC Program operations and the following
requirements:
a. Records shall include, but not be limited to, information pertaining to financial operations, food
delivery systems, food benefit issuance and redemption, equipment purchases and inventory,
certification,nutrition education,civil rights and fair hearing procedures.
b. If United States Department of Agriculture(USDA)deems any of the WIC program records to be
of historical interest, it may require System Agency or the Grantee to forward such records to the
USDA whenever either entity is disposing of them.
c. All records shall be available during normal business hours for representatives of the USDA,
System Agency and the Comptroller General of the United States to inspect, audit, and copy.
Any reports or other documents resulting from the examination of such records that are publicly
released may not include confidential applicant or participant information.
Section 1.13 Notice of a License Action.
Grantee shall notify their contract manager of any action impacting its license to provide services under
this Contract within five days of becoming aware of the action and include the following:
a. Reason for such action;
b. Name and contact information of the local,state or federal department or agency or entity:
c. Date of the license action;and
d. License or case reference number.
Section 1.14 Interim Extension Amendment.
a. Prior to or on the expiration date of this Contract, the Parties agree that this Contract can be
extended as provided under this Section.
b. DSHS/HHSC shall provide written notice of interim extension amendment to the Grantee under
one of the following circumstances:
1. Continue provision of services in response to a disaster declared by the governor;or
2. To ensure that services are provided to clients without interruption.
c. DSHS will provide written notice of the interim extension amendment that specifies the reason for
it and period of time for the extension.
d. Grantee will provide and invoice for services in the same manner that is stated in the Contract.
v.03.10.2016 Page 7
ATTACHMENT D
SUPPLEMENTAL & SPECIAL CONDITIONS
e. An interim extension under Section (b)(1) above shall extend the term of the contract not longer
than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter
period of time.
f. An interim extension under Section(b)(2)above shall be a one-time extension for a period of time
determined by HHS/DSHS.
Section 1.15 Electronic and Information Resources Accessibility and Security Standards.
a. Applicability.
The following Electronic and Information Resources (EIR) requirements apply to the Contract
because the Grantee performs services that include EIR that DSHS employees are required or
permitted to access or members of the public are required or permitted to access.
This Section does not apply to incidental uses of EIR in the performance of the Agreement,unless
the Parties agree that the EIR will become property of the State of Texas or will be used by
I-IHSC's clients or recipients after completion of the Agreement.
Nothing in this section is intended to prescribe the use of particular designs or technologies or to
prevent the use of alternative technologies, provided they result in substantially equivalent or
greater access to and use of a Product.
b. Definitions.
For purposes of this Section:
"Accessibility Standards" means accessibility standards and specifications for Texas agency and
institution of higher education websites and EIR set forth in 1 TAC Chapter 206 and/or Chapter
213.
"Electronic and Information Resources" means information resources, including information
resources technologies, and any equipment or interconnected system of equipment that is used in
the creation, conversion, duplication, or delivery of data or information. The term includes
telephones and other telecommunications products, information kiosks, transaction machines,
Internet websites, multimedia resources, and office equipment, including copy machines and fax
machines.
"Electronic and Information Resources Accessibility Standards" means the accessibility
standards for electronic and information resources contained in 1 Texas Administrative Code
Chapter 213.
"Product"means information resources technology that is, or is related to EIR.
"Web Site Accessibility Standards/Specifications" means standards contained in Volume 1
Tex.Admin.Code Chapter 206(c)Accessibility Requirements.
Under Tex. Gov't Code Chapter 2054, Subchapter M, and implementing rules of the Texas
Department of Information Resources, DSHS must procure Products and services that comply
with the Accessibility Standards when those Products are available in the commercial marketplace
or when those Products are developed in response to a procurement solicitation. Accordingly,
Grantee must provide electronic and information resources and associated Product documentation
and technical support that comply with the Accessibility Standards.
v. 03.10.2016 Page 8
ATTACHMENT D
SUPPLEMENTAL & SPECIAL CONDITIONS
c. Evaluation,Testing,and Monitoring.
1. DSHS may review, test, evaluate and monitor Grantee's Products and services, as well as
associated documentation and technical support for compliance with the Accessibility
Standards. Review, testing, evaluation and monitoring may be conducted before and after the
award of a contract.Testing and monitoring may include user acceptance testing.
Neither the review, testing (including acceptance testing), evaluation or monitoring of any
Product or service, nor the absence of review,testing, evaluation or monitoring, will result in
a waiver of the State's right to contest the Grantee's assertion of compliance with the
Accessibility Standards.
2. Grantee agrees to cooperate fully and provide DSHS and its representatives timely access to
Products,records,and other items and information needed to conduct such review,evaluation,
testing,and monitoring.
d. Representations and Warranties.
1. Grantee represents and warrants that:
i. As of the Effective Date of the Contract, the Products and associated documentation and
technical support comply with the Accessibility Standards as they exist at the time of
entering the Agreement, unless and to the extent the Parties otherwise expressly agree in
writing;and
ii. If the Products will be in the custody of the state or a DSHS client or recipient after the
Contract expiration or termination, the Products will continue to comply with
Accessibility Standards after the expiration or termination of the Contract Term, unless
DSHS or its clients or recipients, as applicable, use the Products in a manner that renders
it noncompliant.
2. In the event Grantee becomes aware, or is notified that the Product or service and associated
documentation and technical support do not comply with the Accessibility Standards, Grantee
represents and warrants that it will, in a timely manner and at no cost to DSHS, perform all
necessary steps to satisfy the Accessibility Standards, including remediation,replacement,and
upgrading of the Product or service, or providing a suitable substitute.
3. Grantee acknowledges and agrees that these representations and warranties are essential
inducements on which DSHS relies in awarding this Contract.
4. Grantee's representations and warranties under this subsection will survive the termination or
expiration of the Contract and will remain in full force and effect throughout the useful life of
the Product.
e. Remedies.
1. Under Tex. Gov't Code § 2054.465, neither the Grantee nor any other person has cause of
action against DSHS for a claim of a failure to comply with Tex. Gov't Code Chapter 2054,
Subchapter M,and rules of the Department of Information Resources.
2. In the event of a breach of Grantee's representations and warranties,Grantee will be liable for
direct,consequential, indirect,special,or liquidated damages and any other remedies to which
DSHS may be entitled under this Contract and other applicable law. This remedy is
cumulative of any other remedies to which DSHS may be entitled under this Contract and
other applicable law.
v.03.10.2016 Page 9
ATTACHMENT D
SUPPLEMENTAL& SPECIAL CONDITIONS
Section 1.16 Child Abuse Reporting Requirement.
a. Grantees shall comply with child abuse and neglect reporting requirements in Texas Family Code
Chapter 261. This section is in addition to and does not supersede any other legal obligation of the
Grantee to report child abuse.
b. Grantee shall develop, implement and enforce a written policy that includes at a minimum the
Department's Child Abuse Screening, Documenting, and Reporting Policy for Grantees/Providers
and train all staff on reporting requirements.
c. Grantee shall use the DSHS Child Abuse Reporting Form located at
www.dshs.state.tx.us/childabusereporting as required by the Department. Grantee shall retain
reporting documentation on site and make it available for inspection by DSHS.
d. If Grantee chooses to interview a client to determine if an affirmative defense to prosecution
exists, as defined by System Agency, which would allow them under the System Agency policy
to not make a report of child abuse, the Grantee shall conduct these interviews in the following
manner:
1. For ineligible clients,the interview shall be conducted after the entire WIC visit is done. For
eligible clients, the interview may occur at the point in time when all WIC activities,
including communication of eligibility and individual counseling, are completed with the
exception of food instrument issuance.
2. The interview shall be conducted only by a competent authority or a supervisor and in a
confidential setting.
3. Prior to asking the client any questions, the interviewer shall inform the client that the
questions have no bearing on the client's WIC eligibility and receipt of services.
Section 1.17 Additional Requirements
a. Grantee shall comply with all applicable federal and state laws, rules, regulations, standards, and
guidelines in effect on the beginning date of this Attachment as amended, including, but not
limited to:
1. Uniform Federal Assistance Regulations, 7 CFR Parts 15, 15a, 15b,246,248,3016,3017 and
3018;
2. WIC Program and Farmers' Market Nutrition Program Rules, 25 Texas Administrative Code,
§§31.11-31.37;and
3. Child Nutrition Act of 1966, as amended,42 USC 1786.
4. Uniform Grant Guidance Federal Regulations,2 CFR Part 200;
b. The following documents are incorporated by reference and made a part of this Contract:
1. DSHS Standards for Public Health Clinic Services,revised August 2004,or latest revision;
2. USDA Food and Nutrition Service(FNS)Guidelines;
3. USDA FNS Instructions issued under the FNS Directives Management System;
v. 03.10.2016 Page 10
ATTACHMENT H
DSHS NON-EXCLUSIVE LIST OF APPLICABLE LAWS
Contractor is responsible for reviewing and complying with any applicable statutes,rules,regulations,
executive orders and policies. To the extent applicable to Contractor,Contractor shall comply with the
following:
a. Statutes,rules,regulations,and DSHS policy(and any of their subsequent amendments)that
collectively prohibit discrimination,exclusion from or limitation of participation in programs,
benefits or activities or denial of any aid,care,service or other benefit on the basis of race,color,
national origin, limited English proficiency,sex, sexual orientation(where applicable),disabilities,
age,substance abuse,political belief or religion:
1. Title VI of the Civil Rights Act of 1964,42 USC§§ 2000d et seq.;
2. Title IX of the Education Amendments of 1972,20 USC§§ 1681-1683,and 1685-1686;
3. Section 504 of the Rehabilitation Act of 1973,29 USC§794(a);
4. Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.;
5. Age Discrimination Act of 1975,42 USC§§6101-6107;
6. Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act
of 1970,42 USC§290dd(b)(1); 7)45 CFR Parts 80,84,86 and 91;
7. U.S. Department of Labor,Equal Employment Opportunity E.O. 11246;
8. Tex.Labor Code Chapter 21;
9. Food Stamp Act of 1977(7 USC §§2011 et seq.);
10. Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and
opportunity for religious organizations;
11. Drug Abuse Office and Treatment Act of 1972,21 USC §§ 1101 et seq.,relating to drug
abuse;
12. Public Health Service Act of 1912, §§ 523 and 527,42 USC§ 290dd-2,and 42 CFR pt. 2,
relating to confidentiality of alcohol and drug abuse patient records;
13. Title VIII of the Civil Rights Act of 1968,42 USC §§ 3601 et seq.,relating to
nondiscrimination in housing;and
14. DSHS Policy AA-5018,Non-discrimination Policy for DSHS Programs;
b. Immigration Reform and Control Act of 1986,8 USC§ 1324a,and Immigration Act of 1990,8
USC 1101 et seq.,as amended by Public Law113-4(March 7,2013),regarding employment
verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996;
c. Pro-Children Act of 1994,20 USC§§6081-6084,and the Pro-Children Act of 2001,20 USC§
7183,regarding the non-use of all tobacco products;
d. National Research Service Award Act of 1971,42 USC §§289a-1 et seq.,and 6601 (P.L.93-348
and P.L. 103-43),regarding human subjects involved in research;
e. Hatch Political Activity Act,5 USC§§ 1501-1508 and 7324-26,which limits the political activity
of employees whose employment is funded with federal funds;
f. Fair Labor Standards Act,29 USC§§201 et seq.,and the Intergovernmental Personnel Act of
1970,42 USC §§4701 et seq.,as applicable,concerning minimum wage and maximum hours;
g. Texas Government Code Chapter 469 pertaining to eliminating architectural barriers for persons
with disabilities;
h. Texas Workers' Compensation Act,Texas Labor Code Chapters 401-406,and 28 Texas
Administrative Code(TAC)pt.2,regarding compensation for employees' injuries;
i. The Clinical Laboratory Improvement Amendments of 1988,42 USC §263a,regarding the
regulation and certification of clinical laboratories;
j. The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29
CFR§1910.1030,or Title 25 Tex.Admin Code Chapter 96 regarding safety standards for
handling blood borne pathogens;
k. Laboratory Animal Welfare Act of 1966,7 USC §§2131 et seq., pertaining to the treatment of
laboratory animals;
I. Environmental standards pursuant to the following:
v.02.01.2016 Page 1
ATTACHMENT H
DSHS NON-EXCLUSIVE LIST OF APPLICABLE LAWS
1. Institution of environmental quality control measures under the National Environmental
Policy Act of 1969,42 USC §§4321-4347 and Executive Order 11514(35 Fed.Reg.4247),
"Protection and Enhancement of Environmental Quality;"
2. Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32),
"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control
Act with respect to Federal Contracts,Grants,or Loans;"
3. Protection of wetlands pursuant to Executive Order 11990,42 Fed. Reg.26961;
4. Evaluation of flood hazards in floodplain in accordance with Executive Order 11988,42 Fed.
Reg.26951 and,if applicable,flood insurance purchase requirements of Section 102(a)of the
Flood Disaster Protection Act of 1973 (P.L.93-234);
5. Assurance of project consistency with the approved State Management program developed
under the Coastal Zone Management Act of 1972, 16 USC§§ 1451 et seq.;
6. Federal Water Pollution Control Act,33 USC§§ 1251 et seq.;
7. Protection of underground sources of drinking water under the Safe Drinking Water Act of
1974,42 USC §§300f-300j;
8. Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531
et seq.;
9. Conformity of federal actions to state clean air implementation plans under the Clean Air Act
of 1955,42 USC §§ 7401 et seq.;
10. Wild and Scenic Rivers Act of 1968, 16 USC§§ 1271 et seq.,related to protecting certain
river systems; and
m. Lead-Based Paint Poisoning Prevention Act,42 USC§§ 4821 et seq.,prohibiting the use of lead-
based paint in residential construction or rehabilitation;
n. Intergovernmental Personnel Act of 1970,42 USC §§4278-4763,regarding personnel merit
systems for programs specified in Appendix A of the federal Office of Program Management's
Standards for a Merit System of Personnel Administration, 5 CFR Part1200 et seq;
o. Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act
of,42 USC§§4601 et seq(PL 91-646),relating to fair treatment of persons displaced or whose
property is acquired as a result of Federal or federally-assisted programs;
p. Davis-Bacon Act,40 USC§§ 3141-3148;
q. Copeland Act,40 USC§§276c and 18 USC § 874;
r. Contract Work Hours and Safety Standards Act,40 USC § 3702 et seq.,regarding labor standards
for federally-assisted construction subagreements;
s. National Historic Preservation Act of 1966, § 106, 16 USC §470;Executive Order 11593;and the
Archaeological and Historic Preservation Act of 1974(16 USC §§469a-1 et seq.)regarding
historic property to the extent necessary to assist DSHS in complying with the Acts;
t. Trafficking Victims Protection Act of 2000,Section 106(g)(22 USC§ 7104);
u. Executive Order 13513 (Oct. 1,2009), Federal Leadership on Reducing Text Messaging While
Driving,October 1,2009,if required by a federal funding source of this Contract;
v. Whistleblower Protection Enhancement Act(5 U.S.C.2302(b)(8))and Texas Whistleblower Act
(Tex.Gov.Code Chapter 554);and
w.Requirements of any other applicable state and federal statutes,executive orders,regulations,rules
and policies.
v.02.01.2016 Page 2
HHS Contract No. 20 I 7-049740-001
ATTACHMENT 1. SUBCONTRACTOR AGREEMENT FORM
HHS CONTRACT NUMBER: 2017-049740-001
The DUA between HHS and CONTRACTOR establishes the permitted and required uses and disclosures
of Confidential Information by CONTRACTOR.
CONTRACTOR has subcontracted with
(SUBCONTRACTOR)for performance of duties on behalf of CONTACTOR which are subject to the
DUA. SUBCONTRACTOR acknowledges,understands and agrees to be bound by the identical terms
and conditions applicable to CONTRACTOR under the DUA,incorporated by reference in this
Agreement,with respect to HHS Confidential Information.CONTRACTOR and SUBCONTRACTOR
agree that HHS is a third-party beneficiary to applicable provisions of the subcontract.
HHS has the right but not the obligation to review or approve the terms and conditions of the subcontract
by virtue of this Subcontractor Agreement Form.
CONTRACTOR and SUBCONTRACTOR assure HHS that any Breach or Event as defined by the DUA
that SUBCONTRACTOR Discovers will be reported to HHS by CONTRACTOR in the time,manner
and content required by the DUA.
If CONTRACTOR knows or should have known in the exercise of reasonable diligence of a pattern of
activity or practice by SUBCONTRACTOR that constitutes a material breach or violation of the DUA or
the SUBCONTRACTOR's obligations CONTRACTOR will:
1. Take reasonable steps to cure the violation or end the violation,as applicable;
2. If the steps are unsuccessful,terminate the contract or arrangement with SUBCONTRACTOR,if
feasible;
3. Notify HHS immediately upon reasonably discovery of the pattern of activity or practice of
SUBCONTRACTOR that constitutes a material breach or violation of the DUA and keep HHS
reasonably and regularly informed about steps CONTRACTOR is taking to cure or end the
violation or terminate SUBCONTACTOR's contract or arrangement.
This Subcontractor Agreement Form is executed by the parties in their capacities indicated below.
CONTRACTOR SUBCONTRACTOR
BY: BY:
NAME: NAME:
TITLE: TITLE:
DATE ,201 . DATE:
HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015
Page 12 of 11
HHS Contract No. 2017-049740-001
DATA USE AGREEMENT
BETWEEN THE
TEXAS HEALTH AND HUMAN SERVICES ENTERPRISE
AND
PORT ARTHUR CITY HEALTH DEPARTMENT("CONTRACTOR")
This Data Use Agreement("DUA"),effective as of the date signed below("Effective Date"),is
entered into by and between the Texas Health and Human Services Enterprise agency TEXAS
DEPARTMENT OF STATE HEALTH SERVICES("HHS")and PORT ARTHUR CITY HEALTH
DEPARTMENT("CONTRACTOR"),and incorporated into the terms of HHS Contract No.2017-049740-
001,in Travis County,Texas(the"Base Contract").
ARTICLE 1.PURPOSE; APPLICABILITY; ORDER OF PRECEDENCE
ATTACHMENT 1. The purpose of this DUA is to facilitate creation, receipt, maintenance,
use, disclosure or access to Confidential Information with CONTRACTOR, and describe
CONTRACTOR's rights and obligations with respect to the Confidential Information
and the limited purposes for which the CONTRACTOR may create, receive, maintain, use,
disclose or have access to Confidential Information. 45 CFR 164.504(e)(1)-(3) This DUA
also describes HHS's remedies in the event of CONTRACTOR's noncompliance with
its obligations under this DUA. This DUA applies to both Business Associates and contractors who
are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential
Information on behalf of HHS,its programs or clients as described in the Base Contract.
As of the Effective Date of this DUA, if any provision of the Base Contract, including any General
Provisions or Uniform Terms and Conditions,conflicts with this DUA,this DUA controls.
ARTICLE 2. DEFINITIONS
For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the
following: Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (42 U.S.C.
§1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments,
regulations and guidance issued thereafter; The Social Security Act, including Section 1137 (42 U.S.C.
§§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the Computer Matching and
Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue
Code,Title 26 of the United States Code and regulations and publications adopted under that code,including
IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas
Government Code, Ch. 552, and Texas Government Code §2054.1125. In addition, the following terms in
this DUA are defined as follows:
"Authorized Purpose"means the specific purpose or purposes described in the Scope of Work of
the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract,or any other purpose
expressly authorized by HHS in writing in advance.
"Authorized User"means a Person:
(1) Who is authorized to create, receive, maintain, have access to, process, view, handle,
examine, interpret,or analyze Confidential Information pursuant to this DUA;
(2) For whom CONTRACTOR warrants and represents has a demonstrable need to create,
receive,maintain,use,disclose or have access to the Confidential Information;and
HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015
GOVERNMENTAL ENTITY VERSION
HHS Contract No. 2017-049740-001
(3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to
the Confidential Information as required by this DUA.
"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 CONTRACTOR
or that CONTRACTOR may create,receive,maintain,use,disclose or have access to on behalf of HHS that
consists of or includes any or all of the following:
(1) Client Information;
(2) Protected Health Information in any form including without limitation, Electronic
Protected Health Information or Unsecured Protected Health Information;
(3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521;
(4) Federal Tax Information;
(5) Personally Identifiable Information;
(6) Social Security Administration Data, including, without limitation, Medicaid
information;
(7) All privileged work product;
(8) 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.
"Legally Authorized Representative" of the Individual, as defined by Texas law, including as
provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6);
Tex.H.&S.Code§166.164;Estates Code Ch.752 and Texas Prob.Code §3.
ARTICLE 3.CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION
Section 3.01 Obligations of CONTRACTOR
CONTRACTOR agrees that:
(A) CONTRACTOR will exercise reasonable care and no less than the same degree of care
CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent
any portion of the Confidential Information from being used in a manner that is not expressly an
Authorized Purpose under this DUA or as Required by Law.45 CFR 164.502(6)(1);45 CFR 164.514(d)
(B) CONTRACTOR will not, without HHS's prior written consent, disclose or allow access
to any portion of the Confidential Information to any Person or other entity, other than Authorized User's
Workforce or Subcontractors of CONTRACTOR who have completed training in confidentiality,privacy,
security and the importance of promptly reporting any Event or Breach to CONTRACTOR's
management,to carry out the Authorized Purpose or as Required by Law.
HHS, at its election, may assist CONTRACTOR in training and education on specific or unique
HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed
training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health&Safety Code§181.101 •
(C) CONTRACTOR will establish, implement and maintain appropriate sanctions against
any member of its Workforce or Subcontractor who fails to comply with this DUA,the Base Contract or
applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon
request.45 C.F.R. 164.308(a)(1)(ii)(C); 164.530(e); 164.410(b);164.530(b)(1)
HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015
Page 2 of 11
HHS Contract No. 2017-049740-00I
(D) CONTRACTOR will not, without prior written approval of HHS, disclose or provide
access to any Confidential Information on the basis that such act is Required by Law without notifying
HHS so that HHS may have the opportunity to object to the disclosure or access and seek appropriate
relief. If HHS objects to such disclosure or access, CONTRACTOR will refrain from disclosing or
providing access to the Confidential Information until HHS has exhausted all alternatives for relief. 45
CFR 164.504(e)(2)(i i)(A)
(E) CONTRACTOR will not attempt to re-identify or further identify Confidential
Information or De-identified Information, or attempt to contact any Individuals whose records are
contained in the Confidential Information, except for an Authorized Purpose, without express written
authorization from HI-IS or as expressly permitted by the Base Contract.45 CFR 164.502(d)(2)(i) and(ii)
CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR
164.501,164.508(a)(3)and(4); Texas Health& Safety Code Ch. 181.002
(F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to,
create, receive, maintain, use, disclose, have access to or transmit Confidential Information, on behalf of
CONTRACTOR without requiring that Subcontractor first execute the Form Subcontractor Agreement,
Attachment 1, which ensures that the Subcontractor will comply with the identical terms, conditions,
safeguards and restrictions as contained in this DUA for PHI and any other relevant Confidential
Information and which permits more strict limitations; and 45 CFR 164.502(e)(1)(1)(i0; 164.504(e)(1)(0
and(2)
(G) CONTRACTOR is directly responsible for compliance with, and enforcement of, all
conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential
Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent
unauthorized use. 45 CFR 164.504(e)(5);42 CFR 431.300,et seq.
(H) If CONTRACTOR maintains PHI in a Designated Record Set, CONTRACTOR will
make PHI available to HHS in a Designated Record Set or, as directed by HHS, provide PHI to the
Individual, or Legally Authorized Representative of the Individual who is requesting PHI in compliance
with the requirements of the HIPAA Privacy Regulations. CONTRACTOR will make other Confidential
Information in CONTRACTOR's possession available pursuant to the requirements of HIPAA or other
applicable law upon a determination of a Breach of Unsecured PHI as defined in HIPAA. 45 CFR
164.524and 164.504(e)(2)(ii)(E)
(I) CONTRACTOR will make PHI as required by HIPAA available to HHS for amendment
and incorporate any amendments to this information that HHS directs or agrees to pursuant to the HIPAA.
45 CFR 164.504(e)(2)(ii)(E)and(F)
(J) CONTRACTOR will document and make available to HHS the PHI required to provide
access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA
Privacy Regulations.45 CFR 164.504(e)(2)(ii)(G)and 164.528
(K) If CONTRACTOR receives a request for access, amendment or accounting of PHI by
any Individual subject to this DUA, it will promptly forward the request to HHS; however, if it would
violate HIPAA to forward the request, CONTRACTOR will promptly notify HHS of the request and of
CONTRACTOR's response. Unless CONTRACTOR is prohibited by law from forwarding a request,
HHS will respond to all such requests, unless HHS has given prior written consent for CONTRACTOR to
respond to and account for all such requests. 45 CFR 164.504(e)(2)
(L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to
HHS periodic written certifications of compliance with controls and provisions relating to information
privacy, security and breach notification,including without limitation information related to data transfers
and the handling and disposal of Confidential Information.45 CFR 164.308;164.530(c);1 TAC 202
HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015
Page 3 of 11
HHS Contract No. 2017-049740-001
(M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the
Confidential Information, CONTRACTOR may use or disclose PHI for the proper management and
administration of CONTRACTOR or to carry out CONTRACTOR's legal responsibilities if: 45 CFR
164.504(e)(ii)(1)(A)
(1) Disclosure is Required by Law, provided that CONTRACTOR complies with Section
3.01(D);
(2) CONTRACTOR obtains reasonable assurances from the Person to whom the information
is disclosed that the Person will:
(a)Maintain the confidentiality of the Confidential Information in accordance with this DUA;
(b) Use or further disclose the information only as Required by Law or for the Authorized
Purpose for which it was disclosed to the Person;and
(c) Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of
Confidential Information of which the Person discovers or should have discovered with the
exercise of reasonable diligence. 45 CFR 164.504(e)(4)(ii)(B)
(N) Except as otherwise limited by this DUA, CONTRACTOR will, if requested by HHS,
use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA. 45 C.F.R.
§164.501 and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B)
(0) CONTRACTOR will,on the termination or expiration of this DUA or the Base Contract,
at its expense, return to HHS or Destroy, at HHS's election, and to the extent reasonably feasible and
permissible by law, all Confidential Information received from HHS or created or maintained by
CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data
contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the
Confidential Information that has been created, received, maintained, used by or disclosed to
CONTRACTOR, has been Destroyed or returned to HHS, and that CONTRACTOR and its agents and
Subcontractors have retained no copies thereof. Notwithstanding the foregoing, CONTRACTOR
acknowledges and agrees that it may not Destroy any Confidential Information if federal or state law, or
HHS record retention policy or a litigation hold notice prohibits such Destruction. If such return or
Destruction is not reasonably feasible, or is impermissible by law, CONTRACTOR will immediately
notify HHS of the reasons such return or Destruction is not feasible, and agree to extend indefinitely the
protections of this DUA to the Confidential Information and limit its further uses and disclosures to the
purposes that make the return of the Confidential Information not feasible for as long as CONTRACTOR
maintains such Confidential Information.45 CFR 164.504(e)(2)(ii)(.I)
(P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential
Information in a secure fashion that protects against any reasonably anticipated threats or hazards to the
security or integrity of such information or unauthorized uses. 45 CFR 164.306; 164.530(c)
(Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential
Information, CONTRACTOR will complete and return to HHS at infosecurityna,hhsc.state.tx.us the HHS
information security and privacy initial inquiry (SPI) at Attachment 2 . The SPI identifies basic privacy
and security controls with which CONTRACTOR must comply to protect HHS Confidential Information.
CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by
HHS as required by state and federal law, based on the type of Confidential Information CONTRACTOR
creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk.
CONTRACTOR's security controls will be based on the National Institute of Standards and Technology
(NIST) Special Publication 800-53. CONTRACTOR will update its security controls assessment
whenever there are significant changes in security controls for HHS Confidential Information and will
HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015
Page 4 of 11
HI-IS Contract No. 20I 7-049740-00 I
provide the updated document to HHS. HHS also reserves the right to request updates as needed to
satisfy state and federal monitoring requirements. 45 CFR 164.306
(R) CONTRACTOR will establish, implement and maintain any and all appropriate
procedural, administrative, physical and technical safeguards to preserve and maintain the
confidentiality, integrity, and availability of the Confidential Information, and with respect to PHI, as
described in the HIPAA Privacy and Security Regulations,or other applicable laws or regulations relating
to Confidential Information,to prevent any unauthorized use or disclosure of Confidential Information as
long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45
CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical
safeguards);164.530(c)(privacy safeguards)
(S) CONTRACTOR will designate and identify, subject to HHS approval, a Person or
Persons, as Privacy Official 45 CFR 164.530(a)(1) and Information Security Official, each of whom is
authorized to act on behalf of CONTRACTOR and is responsible for the development and
implementation of the privacy and security requirements in this DUA. CONTRACTOR will provide
name and current address, phone number and e-mail address for such designated officials to HHS upon
execution of this DUA and prior to any change. 45 CFR 164.308(a)(2)
(T) CONTRACTOR represents and warrants that its Authorized Users each have a
demonstrated need to know and have access to Confidential Information solely to the minimum extent
necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract,and further,
that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the
Confidential Information contained in this DUA. 45 CFR 164.502;164.514(d)
(U) CONTRACTOR and its Subcontractors will maintain an updated, complete,accurate and
numbered list of Authorized Users, their signatures, titles and the date they agreed to be bound by the
terms of this DUA,at all times and supply it to HHS,as directed,upon request.
(V) CONTRACTOR will implement, update as necessary, and document reasonable and
appropriate policies and procedures for privacy, security and Breach of Confidential Information and an
incident response plan for an Event or Breach, to comply with the privacy, security and breach notice
requirements of this DUA prior to conducting work under the DUA. 45 CFR 164.308; 164.316;
164.514(d);164.530(i)(1)
(W) CONTRACTOR will produce copies of its information security and privacy policies and
procedures and records relating to the use or disclosure of Confidential Information received from,
created by, or received, used or disclosed by CONTRACTOR on behalf of HHS for HHS's review and
approval within 30 days of execution of this DUA and upon request by HHS the following business day
or other agreed upon time frame. 45 CFR 164.308; 164.514(d)
(X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's
obligations to provide access to, or copies of, PHI in accordance with HIPAA and other applicable laws and
regulations relating to Confidential Information. CONTRACTOR will provide such information in a time
and manner reasonably agreed upon or as designated by the Secretary, or other federal or state law.45 CFR
164.5 04(e)(2)(i)(I)
(Y) CONTRACTOR will only conduct secure transmissions of Confidential Information
whether in paper,oral or electronic form. A secure transmission of electronic Confidential Information in
motion includes secure File Transfer Protocol (SFTP) or Encryption at an appropriate level or otherwise
protected as required by rule,regulation or law.HHS Confidential Information at rest requires Encryption
unless there is adequate administrative, technical, and physical security, or as otherwise protected as
required by rule, regulation or law. All electronic data transfer and communications of Confidential
HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015
Page 5 of 11
HI-IS Contract No. 2017-049740-001
Information will be through secure systems. Proof of system, media or device security and/or Encryption
must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance
investigation, audit or the Discovery of an Event or Breach. Otherwise, requested production of such
proof will be made as agreed upon by the parties. De-identification of HHS Confidential Information is
a means of security. With respect to de-identification of PHI, "secure" means de-identified according to
HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312;164.530(d)
(Z) CONTRACTOR will comply with the following laws and standards if applicable to the type of
Confidential Information and Contractor's Authorized Purpose:
• Title 1, Part 10,Chapter 202, Subchapter B,Texas Administrative Code;
• The Privacy Act of 1974;
• OMB Memorandum 07-16;
• The Federal Information Security Management Act of 2002 (FISMA);
• The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the
DUA;
• Internal Revenue Publication 1075 —Tax Information Security Guidelines for Federal, State
and Local Agencies;
• National Institute of Standards and Technology (NIST) Special Publication 800-66 Revision
1 —An Introductory Resource Guide for Implementing the Health Insurance Portability and
Accountability Act(HIPAA)Security Rule;
• NIST Special Publications 800-53 and 800-53A — Recommended Security Controls for
Federal Information Systems and Organizations,as currently revised;
• NIST Special Publication 800-47 — Security Guide for Interconnecting Information
Technology Systems;
• NIST Special Publication 800-88,Guidelines for Media Sanitization;
• NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End
User Devices containing PHI;and
• Any other State or Federal law, regulation, or administrative rule relating to the specific HHS
program area that CONTRACTOR supports on behalf of HHS.
ARTICLE 4. BREACH NOTICE,REPORTING AND CORRECTION REQUIREMENTS
Section 4.01. Breach or Event Notification to HHS. 45 CFR 164.400-414
(A) CONTRACTOR will cooperate fully with HHS in investigating, mitigating to the extent
practicable and issuing notifications directed by HHS, for any Event or Breach of Confidential
Information to the extent and in the manner determined by HHS.
(B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and
continues as long as related activity continues, until all effects of the Event are mitigated to
HHS's satisfaction(the"incident response period").45 CFR 164.404
(C) Breach Notice:
1. Initial Notice.
HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015
Page 6 of 11
HHS Contract No. 2017-049740-001
a. For federal information, including without limitation, Federal Tax Information, Social Security
Administration Data, and Medicaid Client Information,within the first, consecutive clock hour
of Discovery, and for all other types of Confidential Information not more than 24 hours after
Discovery, or in a timeframe otherwise approved by HHS in writing, initially report to HHS's
Privacy and Security Officers via email at: privacy@,HHSC.state.tx.us and to the HHS division
responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the
Computer Matching and Privacy Protection Act of 1988, 5 U.S.C.§552a; OMB Memorandum
07-16 as cited in HHSC-CMS Contracts for information exchange.
b. Report all information reasonably available to CONTRACTOR about the Event or Breach of
the privacy or security of Confidential Information. 45 CFR 164.410
c. Name, and provide contact information to HHS for, CONTRACTOR's single point of contact
who will communicate with HHS both on and off business hours during the incident response
period.
2. 48-Hour Formal Notice. No later than 48 consecutive clock hours after Discovery, or a
time within which Discovery reasonably should have been made by CONTRACTOR of an Event
or Breach of Confidential Information, provide formal notification to the State, including all
reasonably available information about the Event or Breach, and CONTRACTOR's investigation,
including without limitation and to the extent available: For(a) -(m) below: 45 CFR 164.400-
414
a.The date the Event or Breach occurred;
b.The date of CONTRACTOR's and, if applicable,Subcontractor's Discovery;
c. A brief description of the Event or Breach; including how it occurred and who is responsible
(or hypotheses, if not yet determined);
d.A brief description of CONTRACTOR's investigation and the status of the investigation;
e. A description of the types and amount of Confidential Information involved;
f. Identification of and number of all Individuals reasonably believed to be affected, including
first and last name of the individual and if applicable the, Legally authorized representative, last
known address, age, telephone number, and email address if it is a preferred contact method, to
the extent known or can be reasonably determined by CONTRACTOR at that time;
g. CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether
individual or other notices are_required by applicable law or this DUA for HHS approval,
including an analysis of whether there is a low probability of compromise of the Confidential
Information or whether any legal exceptions to notification apply;
h. CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or
CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential
harm, including without limitation CONTRACTOR's provision of notifications, credit protection,
claims monitoring, and any specific protections for a Legally Authorized Representative to take
on behalf of an Individual with special capacity or circumstances;
i. The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including
without limitation the provision of sufficient resources to mitigate);
j. The steps CONTRACTOR has taken, or will take, to prevent or reduce the likelihood of
recurrence of a similar Event or Breach;
HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015
Page 7 of 11
HHS Contract No. 2017-049740-001
k. Identify,describe or estimate of the Persons,Workforce, Subcontractor,or Individuals and any
law enforcement that may be involved in the Event or Breach;
1. A reasonable schedule for CONTRACTOR to provide regular updates to the foregoing in the
future for response to the Event or Breach, but no less than every three (3) business days or as
otherwise directed by HHS, including information about risk estimations, reporting, notification,
if any, mitigation, corrective action, root cause analysis and when such activities are expected to
be completed;and
m. Any reasonably available, pertinent information, documents or reports related to an Event or
Breach that HHS requests following Discovery.
Section 4.02 Investigation,Response and Mitigation. For A-F below: 45 CFR 164.308,310
and 312;164.530
(A) CONTRACTOR will immediately conduct a full and complete investigation, respond to
the Event or Breach, commit necessary and appropriate staff and resources to expeditiously
respond,and report as required to and by HHS for incident response purposes and for purposes of
HHS's compliance with report and notification requirements,to the satisfaction of HHS.
(B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS
following an Event or Breach, and provide the final assessment, corrective actions and
mitigations to HHS for review and approval.
(C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or
proceedings by state and federal authorities, Persons and/or Individuals about the Event or
Breach.
(D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive
relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any
Confidential Information, including complying with reasonable corrective action or measures, as
specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract.
Section 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. &
Comm. Code§521.053;45 CFR 164.404(Individuals),164.406(Media);164.408(Authorities)
(A) HHS may direct CONTRACTOR to provide Breach notification to Individuals,
regulators or third-parties,as specified by HHS following a Breach.
(B) CONTRACTOR must obtain HHS's prior written approval of the time, manner and
content of any notification to Individuals, regulators or third-parties, or any notice required by
other state or federal authorities. Notice letters will be in CONTRACTOR's name and on
CONTRACTOR's letterhead, unless otherwise directed by HHS, and will contain contact
information, including the name and title of CONTRACTOR's representative, an email address
and a toll-free telephone number,for the Individual to obtain additional information.
(C) CONTRACTOR will provide HHS with copies of distributed and approved
communications.
(D) CONTRACTOR will have the burden of demonstrating to the satisfaction of HHS that
any notification required by HHS was timely made. If there are delays outside of
CONTRACTOR's control, CONTRACTOR will provide written documentation of the reasons
for the delay.
HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015
Page 8 of 11
HHS Contract No. 2017-049740-001
(E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the time and
manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's
information requests in order to make such notifications and reports.
ARTICLE 5. SCOPE OF WORK
Scope of Work means the services and deliverables to be performed or provided by
CONTRACTOR,or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described
in detail in the Base Contract. The Scope of Work,including any future amendments thereto,is incorporated
by reference in this DUA as if set out word-for-word herein.
ARTICLE 6. GENERAL PROVISIONS
Section 6.01 Ownership of Confidential Information
CONTRACTOR acknowledges and agrees that the Confidential Information is and will remain the
property of HHS. CONTRACTOR agrees it acquires no title or rights to the Confidential Information.
Section 6.02 HHS Commitment and Obligations
HHS will not request CONTRACTOR to create, maintain, transmit, use or disclose PHI in any manner
that would not be permissible under applicable law if done by HHS.
Section 6.03 HHS Right to Inspection
At any time upon reasonable notice to CONTRACTOR,or if HHS determines that CONTRACTOR
has violated this DUA,HHS,directly or through its agent,will have the right to inspect the facilities,systems,
books and records of CONTRACTOR to monitor compliance with this DUA. For purposes of this
subsection,HHS's agent(s)include,without limitation,the HHS Office of the Inspector General or the Office
of the Attorney General of Texas,outside consultants or legal counsel or other designee.
Section 6.04 Term; Termination of DUA;Survival
This DUA will be effective on the date on which CONTRACTOR executes the DUA, and will
terminate upon termination of the Base Contract and as set forth herein . If the Base Contract is extended or
amended,this DUA is updated automatically concurrent with such extension or amendment.
(A) HHS may immediately terminate this DUA and Base Contract upon a material violation
of this DUA.
(B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation
to return or Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the
Confidential Information until such time as determined by HHS.
(D) If HHS determines that CONTRACTOR has violated a material term of this DUA; HHS
may in its sole discretion:
1. Exercise any of its rights including but not limited to reports, access and inspection under
this DUA and/or the Base Contract;or
2. Require CONTRACTOR to submit to a corrective action plan, including a plan for
monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with
this DUA; or
HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015
Page 9 of 11
HHS Contract No. 2017-049740-001
3. Provide CONTRACTOR with a reasonable period to cure the violation as determined
by HHS;or
4. Terminate the DUA and Base Contract immediately, and seek relief in a court of
competent jurisdiction in Travis County,Texas.
Before exercising any of these options, HHS will provide written notice to CONTRACTOR
describing the violation and the action it intends to take.
(E) If neither termination nor cure is feasible,HHS shall report the violation to the Secretary.
(F) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or
termination of this DUA until all the Confidential Information is Destroyed or returned to HHS, as
required by this DUA.
Section 6.05 Governing Law, Venue and Litigation
(A) The validity,construction and performance of this DUA and the legal relations among the
Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas.
(B) The Parties agree that the courts of Travis County,Texas,will be the exclusive venue for
any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise
out of,or in connection with,or by reason of this DUA.
Section 6.06 Injunctive Relief
(A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if
CONTRACTOR or its Subcontractor fails to comply with any of the terms of this DUA with respect to
the Confidential Information or a provision of HIPAA or other laws or regulations applicable to
Confidential Information.
(B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate
HHS for CONTRACTOR's or its Subcontractor's failure to comply. Accordingly, CONTRACTOR
agrees that HHS will, in addition to any other remedies available to it at law or in equity, be entitled to
seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages,
to enforce the terms of this DUA.
Section 6.07 Indemnification
To the extent permitted by law, CONTRACTOR will indemnify, defend and hold harmless HHS and its
respective Executive Commissioner,employees,Subcontractors,agents(including other state agencies acting
on behalf of HHS) or other members of its Workforce (each of the foregoing hereinafter referred to as
"Indemnified Party")against all actual and direct losses suffered by the Indemnified Party and all liability to
third parties arising from or in connection with any breach of this DUA or from any acts or omissions related
to this DUA by CONTRACTOR or its employees, directors, officers, Subcontractors, or agents or other
members of its Workforce. The duty to indemnify, defend and hold harmless is independent of the duty to
insure and continues to apply even in the event insurance coverage required, if any, in the DUA or Base
Contract is denied,or coverage rights are reserved by any insurance carrier. Upon demand,CONTRACTOR
will reimburse HHS for any and all losses,liabilities,lost profits,fines,penalties,costs or expenses(including
reasonable attorneys' fees)which may for any reason be imposed upon any Indemnified Party by reason of
any suit, claim, action, proceeding or demand by any third party to the extent caused by and which results
from the CONTRACTOR's failure to meet any of its obligations under this DUA. To the extent permitted by
law, CONTRACTOR's obligation to defend, indemnify and hold harmless any Indemnified Party will
survive the expiration or termination of this DUA.
HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015
Page 10 of 11
HHS Contract No. 2017-049740-001
Section 6.08 Insurance
(A) CONTRACTOR represents and warrants that it maintains either self-insurance or
commercial insurancewith policy limits sufficient to cover any liability arising from any acts or omissions
by CONTRACTOR or its employees, directors, officers, Subcontractors, or agents or other members of its
Workforce under this DUA. CONTRACTOR warrants that HHS will be a loss payee and beneficiary for any
such claims. .
(B) CONTRACTOR will provide HHS with written proof that required insurance coverage is
in effect,at the request of HHS.
Section 6.09 Fees and Costs
Except as otherwise specified in this DUA or the Base Contract, including but not limited to
requirements to insure and/or indemnify HHS, if any legal action or other proceeding is brought for the
enforcement of this DUA, or because of an alleged dispute, contract violation, Event, Breach, default,
misrepresentation,or injunctive action,in connection with any of the provisions of this DUA,each party will
bear their own legal expenses and the other cost incurred in that action or proceeding.
Section 6.10 Entirety of the Contract
This Data Use Agreement is incorporated by reference into the Base Contract and,together with the
Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of
obligations arising under those documents will be valid unless in writing and executed by the party against
whom such change,waiver,or discharge is sought to be enforced.
Section 6.11 Automatic Amendment and Interpretation
Upon the effective date of any amendment or issuance of additional regulations to HIPAA, or any
other law applicable to Confidential Information, this DUA will automatically be amended so that the
obligations imposed on HHS and/or CONTRACTOR remain in compliance with such requirements. Any
ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to
comply with HIPAA or any other law applicable to Confidential Information.
HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015
Page 11 of 11
Fiscal Federal Funding Accountability and Transparency Act
(FFATA) CERTIFICATION
As the duly authorized representative (Signor) of the Contractor, I hereby certify that
the statements made by me in this certification form are true, complete and correct to
the best of my knowledge.
Did your organization have a gross income, from all sources, of less than $300,000 in
your previous tax year? n Yes X No
If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification.
If your answer is "No", answer questions "A" and "B".
A. Certification Regarding% of Annual Gross from Federal Awards.
Did your organization receive 80% or more of its annual gross revenue from federal
awards during the preceding fiscal year? n Yes [1 No
B. Certification Regarding Amount of Annual Gross from Federal Awards.
Did your organization receive $25 million or more in annual gross revenues from federal
awards in the preceding fiscal year? n Yes n No
If your answer is "Yes" to both question "A" and "B", you must answer question "C".
If your answer is "No" to either question "A" or "B", skip question "C" and finish the
certification.
C. Certification Regarding Public Access to Compensation Information.
Does the public have access to information about the compensation of the senior
executives in your business or organization (including parent organization, all branches,
and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the
Internal Revenue Code of 1986? ❑Yes ❑ No
If your answer is"Yes"to this question,where can this information be accessed?
If your answer is "No" to this question, you must provide the names and total
compensation of the top five highly compensated officers below.
For example:
John Blum:500000;Mary Redd:50000;Eric Gant:400000;Todd Platt:300000;
Sally Tom:300000
Provide compensation information here:
- 2 -
Department of State Health Services Form 4734—June 2013
OMB Number:4040-0007
Expiration Date:01/31/2019
ASSURANCES -NON-CONSTRUCTION PROGRAMS
Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing
instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of
information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for
reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project(0348-0040),Washington, DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND
IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY.
NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the
awarding agency. Further, certain Federal awarding agencies may require applicants to certify to additional assurances.
If such is the case,you will be notified.
As the duly authorized representative of the applicant, I certify that the applicant:
1. Has the legal authority to apply for Federal assistance Act of 1973, as amended(29 U.S.C. §794),which
and the institutional, managerial and financial capability prohibits discrimination on the basis of handicaps; (d)
(including funds sufficient to pay the non-Federal share the Age Discrimination Act of 1975, as amended (42 U.
of project cost)to ensure proper planning, management S.C. §§6101-6107),which prohibits discrimination on
and completion of the project described in this the basis of age; (e)the Drug Abuse Office and
application. Treatment Act of 1972(P.L. 92-255), as amended,
relating to nondiscrimination on the basis of drug
2. Will give the awarding agency, the Comptroller General abuse; (f)the Comprehensive Alcohol Abuse and
of the United States and, if appropriate,the State, Alcoholism Prevention, Treatment and Rehabilitation
through any authorized representative, access to and Act of 1970 (P.L. 91-616), as amended, relating to
the right to examine all records, books, papers, or nondiscrimination on the basis of alcohol abuse or
documents related to the award; and will establish a alcoholism; (g)§§523 and 527 of the Public Health
proper accounting system in accordance with generally Service Act of 1912(42 U.S.C. §§290 dd-3 and 290
accepted accounting standards or agency directives. ee-3), as amended, relating to confidentiality of alcohol
and drug abuse patient records; (h)Title VIII of the Civil
3. Will establish safeguards to prohibit employees from Rights Act of 1968(42 U.S.C. §§3601 et seq.), as
using their positions for a purpose that constitutes or amended, relating to nondiscrimination in the sale,
presents the appearance of personal or organizational rental or financing of housing; (i)any other
conflict of interest, or personal gain. nondiscrimination provisions in the specific statute(s)
under which application for Federal assistance is being
4. Will initiate and complete the work within the applicable made; and, (j)the requirements of any other
time frame after receipt of approval of the awarding nondiscrimination statute(s)which may apply to the
agency. application.
7. Will comply, or has already complied,with the
5. Will comply with the Intergovernmental Personnel Act of requirements of Titles II and III of the Uniform
1970(42 U.S.C. §§4728-4763) relating to prescribed Relocation Assistance and Real Property Acquisition
standards for merit systems for programs funded under Policies Act of 1970(P.L. 91-646)which provide for
one of the 19 statutes or regulations specified in fair and equitable treatment of persons displaced or
Appendix A of OPM's Standards for a Merit System of whose property is acquired as a result of Federal or
Personnel Administration (5 C.F.R. 900, Subpart F). federally-assisted programs. These requirements
apply to all interests in real property acquired for
6. Will comply with all Federal statutes relating to project purposes regardless of Federal participation in
nondiscrimination. These include but are not limited to: purchases.
(a)Title VI of the Civil Rights Act of 1964(P.L. 88-352)
which prohibits discrimination on the basis of race, color 8. Will comply, as applicable,with provisions of the
or national origin; (b)Title IX of the Education Hatch Act(5 U.S.C. §§1501-1508 and 7324-7328)
Amendments of 1972, as amended (20 U.S.C.§§1681- which limit the political activities of employees whose
1683, and 1685-1686),which prohibits discrimination on principal employment activities are funded in whole
the basis of sex; (c)Section 504 of the Rehabilitation or in part with Federal funds.
Previous Edition Usable Standard Form 424B(Rev.7-97)
Authorized for Local Reproduction Prescribed by OMB Circular A-102
9. Will comply, as applicable,with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance
Bacon Act(40 U.S.C.§§276a to 276a-7),the Copeland Act with Section 106 of the National Historic Preservation
(40 U.S.C.§276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended(16 U.S.C. §470), EO 11593
Work Hours and Safety Standards Act(40 U.S.C.§§327- (identification and protection of historic properties),and
333), regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of
construction subagreements. 1974(16 U.S.C.§§469a-1 et seq.).
10. Will comply, if applicable,with flood insurance purchase 14. Will comply with P.L. 93-348 regarding the protection of
requirements of Section 102(a)of the Flood Disaster human subjects involved in research,development,and
Protection Act of 1973(P.L. 93-234)which requires related activities supported by this award of assistance.
recipients in a special flood hazard area to participate in the
program and to purchase flood insurance if the total cost of 15. Will comply with the Laboratory Animal Welfare Act of
insurable construction and acquisition is$10,000 or more. 1966(P.L. 89-544, as amended, 7 U.S.C. §§2131 et
seq.)pertaining to the care, handling, and treatment of
11. Will comply with environmental standards which may be warm blooded animals held for research,teaching,or
prescribed pursuant to the following: (a)institution of other activities supported by this award of assistance.
environmental quality control measures under the National
Environmental Policy Act of 1969(P.L. 91-190)and 16. Will comply with the Lead-Based Paint Poisoning
Executive Order(EO) 11514; (b)notification of violating Prevention Act(42 U.S.C. §§4801 et seq.)which
facilities pursuant to EO 11738; (c)protection of wetlands prohibits the use of lead-based paint in construction or
pursuant to EO 11990; (d)evaluation of flood hazards in rehabilitation of residence structures.
floodplains in accordance with EO 11988; (e)assurance of 17. Will cause to be performed the required financial and
project consistency with the approved State management compliance audits in accordance with the Single Audit
program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No.A-133,
Act of 1972(16 U.S.C. §§1451 et seq.); (f)conformity of "Audits of States, Local Governments, and Non-Profit
Federal actions to State(Clean Air)Implementation Plans Organizations."
under Section 176(c)of the Clean Air Act of 1955, as
amended(42 U.S.C. §§7401 et seq.); (g)protection of 18. Will comply with all applicable requirements of all other
underground sources of drinking water under the Safe Federal laws, executive orders, regulations,and policies
Drinking Water Act of 1974,as amended(P.L. 93-523); governing this program.
and, (h)protection of endangered species under the
Endangered Species Act of 1973, as amended(P.L.93- 19. Will comply with the requirements of Section 106(g)of
205). the Trafficking Victims Protection Act(TVPA)of 2000,as
amended(22 U.S.C. 7104)which prohibits grant award
12. Will comply with the Wild and Scenic Rivers Act of recipients or a sub-recipient from(1) Engaging in severe
1968(16 U.S.C. §§1271 et seq.)related to protecting forms of trafficking in persons during the period of time
components or potential components of the national that the award is in effect(2)Procuring a commercial
wild and scenic rivers system. sex act during the period of time that the award is in
effect or(3) Using forced labor in the performance of the
award or subawards under the award.
SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE
CITY MANAGER
APPLICANT ORGANIZATION DATE SUBMITTED
CITY OF PORT ARTHUR HEALTH DEPARTMENT
Standard Form 424B(Rev.7-97)Back
CERTIFICATION REGARDING LOBBYING
Certification for Contracts,Grants,Loans,and Cooperative Agreements
The undersigned certifies,to the best of his or her knowledge and belief,that:
(1)No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any
person for influencing or attempting to influence an officer or employee of an agency,a Member of
Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with
the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the
entering into of any cooperative agreement,and the extension,continuation,renewal,amendment,or
modification of any Federal contract,grant,loan,or cooperative agreement.
(2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency.a Member of Congress,an
officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal
contract.grant.loan,or cooperative agreement,the undersigned shall complete and submit Standard
Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions.
(3)The undersigned shall require that the language of this certification be included in the award documents
for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants,loans,and
cooperative agreements)and that all subrecipients shall certify and disclose accordingly.This certification
is a material representation of fact upon which reliance was placed when this transaction was made or
entered into.Submission of this certification is a prerequisite for making or entering into this transaction
imposed by section 1352,title 31,U.S.Code,Any person who fails to file the required certification shall be
subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure.
Statement for Loan Guarantees and Loan Insurance
The undersigned states,to the best of his or her knowledge and belief,that:
If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer
or employee of any agency,a Member of Congress,an officer or employee of Congress.or an employee of
a Member of Congress in connection with this commitment providing for the United States to insure or
guarantee a loan,the undersigned shall complete and submit Standard Form-LLL."Disclosure of Lobbying
Activities."in accordance with its instructions.Submission of this statement is a prerequisite for making or
entering into this transaction imposed by section 1352,title 31,U.S.Code.Any person who fails to file the
required statement shall be subject to a civil penalty of not less than$10,000 and not more than$100,000
for each such failure.
APPLICANT'S ORGANIZATION
CITY OF PORT ARTHUR HEALTH DEPARTMENT
PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE
Prefix: MR. *First Name: BRIAN Middle Name:
•Last Name: MCDOUGAL Suffix:
Title: CITY MANAGER
*SIGNATURE: *DATE:
HHSC Uniform Terms and Conditions Version 2.12
Published and Effective. November 30, 2015
Responsible Office: Chief Counsel
111* %TEXAS
leer. .,.,,-.,:,'
Health and Human
Services commission
Health and Human Services Commission
HHSC Uniform Terms and Conditions - Grant
Version 2.12
TABLE OF CONTENTS
ARTICLE I.DEFINITIONS AND INTERPRETIVE PROVISIONS 4
1.01 Definitions 4
1.02 Interpretive Provisions 5
ARTICLE II Payment Methods and Restrictions 6
2.01 Payment Methods 6
2.02 Final Billing Submission 6
2.03 Financial Status Reports(FSRs) 7
2.04 Debt to State and Corporate Status 7
2.05 Application of Payment Due 7
2.06 Use of Funds 7
2.07 Use for Match Prohibited 7
2.08 Program Income 7
2.09 Nonsupplanting 8
ARTICLE III. STATE AND FEDERAL FUNDING 8
3.01 Funding 8
3.02 No debt Against the State 8
3.03 Debt to State 8
3.04 Recapture of Funds 8
ARTICLE IV Allowable Costs and Audit Requirements 9
4.01 Allowable Costs. 9
4.02 Independent Single or Program-Specific Audit 10
4.03 Submission of Audit 10
Article V AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 11
5.01 General Affirmations 11
5.02 Federal Assurances 11
5.03 Federal Certifications 11
ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 1 1
6.01 Ownership 11
6.02 Intellectual Property 11
ARTICLE VII RECORDS,AUDIT,AND DISCLOSURE 12
7.01 Books and Records 12
7.02 Access to records, books, and documents 12
System Agency Contract No.2017-049740-001
Page 2 of 19
v. 11.30.15
7.03 Response/compliance with audit or inspection findings 12
7.04 SAO Audit 13
7.05 Confidentiality 13
7.06 Public Information Act 13
ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 13
8.01 Contract Management 13
8.02 Termination for Convenience 13
8.03 Termination for Cause 14
8.04 Equitable Settlement 14
ARTICLE IX MISCELLANEOUS PROVISIONS 14
9.01 Amendment 14
9.02 Insurance 14
9.03 Legal Obligations 15
9.04 Permitting and Licensure 15
9.05 Indemnity 15
9.06 Assignments 16
9.07 Relationship of the Parties 16
9.08 Technical Guidance Letters 16
9.09 Governing Law and Venue 16
9.10 Survivability 17
9.11 Force Majeure 17
9.12 No Waiver of Provisions 17
9.13 Publicity 17
9.14 Prohibition on Non-compete Restrictions 17
9.15 No Waiver of Sovereign Immunity 18
9.16 Entire Contract and Modification 18
9.17 Counterparts 18
9.18 Proper Authority 18
9.19 Employment Verification 18
9.20 Civil Rights 18
System Agency Contract No.2017-049740-001
Page 3 of 19
v 11.30.15
ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS
1.01 Definitions
As used in this Contract, unless the context clearly indicates otherwise, the following terms and
conditions have the meanings assigned below:
"Amendment" means a written agreement, signed by the parties hereto, which documents
changes to the Contract other than those permitted by Work Orders or Technical Guidance
Letters, as herein defined.
"Attachment"means documents, terms, conditions, or additional information physically added to
this Contract following the Signature Document or included by reference, as if physically,within
the body of this Contract.
"Contract"means the Signature Document,these Uniform Terms and Conditions, along with any
Attachments, and any Amendments, or Technical Guidance Letters that may be issued by the
System Agency,to be incorporated by reference herein for all purposes if issued.
"Deliverable" means a work product prepared, developed, or procured by Grantee as part of the
Services under the Contract for the use or benefit of the System Agency or the State of Texas.
"Effective Date" means the date agreed to by the Parties as the date on which the Contract takes
effect.
"System Agency" means HHSC or any of the agencies of the State of Texas that are overseen by
HHSC under authority granted under State law and the officers, employees, and designees of
those agencies. These agencies include: the Department of Aging and Disability Services, the
Department of Assistive and Rehabilitative Services, the Department of Family and Protective
Services,and the Department of State Health Services.
"Federal Fiscal Year" means the period beginning October 1 and ending September 30 each
year,which is the annual accounting period for the United States government.
"GAAP"means Generally Accepted Accounting Principles.
"GASB" means the Governmental Accounting Standards Board.
"Grantee"means the Party receiving funds under this Contract, if any.
"Health and Human Services Commission" or "HHSC" means the administrative agency
established under Chapter 531,Texas Government Code or its designee.
"HUB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas
Government Code.
"Intellectual Property" means patents, rights to apply for patents, trademarks, trade names,
service marks, domain names, copyrights and all applications and worldwide registration of
System Agency Contract No.2017-049740-001
Page 4 of 19
v. 11.30.15
such, schematics, industrial models, inventions, know-how, trade secrets, computer software
programs,and other intangible proprietary information.
"Mentor Protégé" means the Comptroller of Public Accounts' leadership program found at:
http://www.window.state.tx.us/procurement/prog/hub/mentorprotege/.
"Parties"means the System Agency and Grantee, collectively.
"Party"means either the System Agency or Grantee, individually.
"Program" means the statutorily authorized activities of the System Agency under which this
Contract has been awarded.
"Project" means specific activities of the Grantee that are supported by funds provided under this
Contract.
"Public Information Act" or"PIA" means Chapter 552 of the Texas Government Code.
"Statement of Work" means the description of activities performed in completing the Project, as
specified in the Contract and as may be amended.
"Signature Document" means the document executed by both Parties that specifically sets forth
all of the documents that constitute the Contract.
"Solicitation" means the document issued by the System Agency under which applications for
Program funds were requested, which is incorporated herein by reference for all purposes in its
entirety, including all Amendments and Attachments.
"Solicitation Response" means Grantee's full and complete response to the Solicitation, which is
incorporated herein by reference for all purposes in its entirety, including any Attachments and
addenda.
"State Fiscal Year" means the period beginning September 1 and ending August 31 each year,
which is the annual accounting period for the State of Texas.
"State of Texas Textravel" means Texas Administrative Code, Title 34, Part 1, Chapter 5,
Subchapter C, Section 5.22,relative to travel reimbursements under this Contract, if any.
"Technical Guidance Letter" or "TGL" means an instruction, clarification, or interpretation of
the requirements of the Contract, issued by the System Agency to the Grantee.
1.02 Interpretive Provisions
a. The meanings of defined terms are equally applicable to the singular and plural forms of the
defined terms.
b. The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a
whole and not to any particular provision, section, Attachment, or schedule of this Contract
unless otherwise specified.
c. The term "including" is not limiting and means "including without limitation" and, unless
otherwise expressly provided in this Contract, (i) references to contracts (including this
Contract) and other contractual instruments shall be deemed to include all subsequent
System Agency Contract No.2017-049740-001
Page 5 of 19
v. 11.30.15
Amendments and other modifications thereto, but only to the extent that such Amendments
and other modifications are not prohibited by the terms of this Contract, and(ii)references to
any statute or regulation are to be construed as including all statutory and regulatory
provisions consolidating, amending, replacing, supplementing, or interpreting the statute or
regulation.
d. Any references to "sections," "appendices," or "attachments" are references to sections,
appendices, or attachments of the Contract.
e. Any references to agreements, contracts, statutes, or administrative rules or regulations in the
Contract are references to these documents as amended, modified, or supplemented from
time to time during the term of the Contract.
f. The captions and headings of this Contract are for convenience of reference only and do not
affect the interpretation of this Contract.
g. All Attachments within this Contract, including those incorporated by reference, and any
Amendments are considered part of the terms of this Contract.
h. This Contract may use several different limitations, regulations, or policies to regulate the
same or similar matters. All such limitations, regulations, and policies are cumulative and
each will be performed in accordance with its terms.
i. Unless otherwise expressly provided, reference to any action of the System Agency or by the
System Agency by way of consent, approval, or waiver will be deemed modified by the
phrase "in its sole discretion."
j. Time is of the essence in this Contract.
ARTICLE II PAYMENT METHODS AND RESTRICTIONS
2.01 Payment Methods
Except as otherwise provided by the provisions of the Contract, the payment method will be one
or more of the following:
a. cost reimbursement. This payment method is based on an approved budget and submission
of a request for reimbursement of expenses Grantee has incurred at the time of the request;
b. unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s)
or fee(s) for delivery of a specified unit(s) of service and acceptable submission of all
required documentation, forms and/or reports; or
c. advance payment. This payment method is based on disbursal of the minimum necessary
funds to carry out the Program or Project where the Grantee has implemented appropriate
safeguards. This payment method will only be utilized in accordance with governing law
and at the sole discretion of the System Agency.
Grantees shall bill the System Agency in accordance with the Contract. Unless otherwise
specified in the Contract, Grantee shall submit requests for reimbursement or payment monthly
by the last business day of the month following the month in which expenses were incurred or
services provided. Grantee shall maintain all documentation that substantiates invoices and make
the documentation available to the System Agency upon request.
2.02 Final Billing Submission
Unless otherwise provided by the System Agency, Grantee shall submit a reimbursement or
payment request as a final close-out invoice not later than forty-five (45)calendar days following
System Agency Contract No.2017-049740-001
Page 6 of 19
v.11.30.15
the end of the term of the Contract. Reimbursement or payment requests received in the System
Agency's offices more than forty-five (45) calendar days following the termination of the
Contract may not be paid.
2.03 Financial Status Reports (FSRs)
Except as otherwise provided in these General Provisions or in the terms of any Program
Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets,
Grantee shall submit quarterly FSRs to Accounts Payable by the last business day of the month
following the end of each quarter of the Program Attachment term for System Agency review
and financial assessment. Grantee shall submit the final FSR no later than forty-five (45)
calendar days following the end of the applicable term.
2.04 Debt to State and Corporate Status
Pursuant to Tex. Gov. Code § 403.055, the Department will not approve and the State
Comptroller will not issue payment to Grantee if Grantee is indebted to the State for any reason,
including a tax delinquency. Grantee, if a corporation, certifies by execution of this Contract that
it is current and will remain current in its payment of franchise taxes to the State of Texas or that
it is exempt from payment of franchise taxes under Texas law (Tex. Tax Code §§ 171.001 et
seq.). If tax payments become delinquent during the Contract term, all or part of the payments
under this Contract may be withheld until Grantee's delinquent tax is paid in full.
2.05 Application of Payment Due
Grantee agrees that any payments due under this Contract will be applied towards any debt of
Grantee, including but not limited to delinquent taxes and child support that is owed to the State
of Texas.
2.06 Use of Funds
Grantee shall expend funds provided under this Contract only for the provision of approved
services and for reasonable and allowable expenses directly related to those services.
2.07 Use for Match Prohibited
Grantee shall not use funds provided under this Contract for matching purposes in securing other
funding without the written approval of the System Agency.
2.08 Program Income
Income directly generated from funds provided under this Contract or earned only as a result of
such funds is Program Income. Unless otherwise required under the Program, Grantee shall use
the addition alternative, as provided in UGMS § _.25(g)(2), for the use of Project income to
further the Program, and Grantee shall spend the Program Income on the Project. Grantee shall
identify and report this income in accordance with the Contract, applicable law, and the
Contractor's Financial Procedures Manual located at
http://www.dshs.state.tx.us/contracts/cfpm.shtm. Grantee shall expend Program Income during
the Program Attachment term and may not carry forward to any succeeding term. Grantee shall
refund program income not expended in the term in which it is earned to the System Agency.
The System Agency may base future funding levels, in part, upon Grantee's proficiency in
identifying, billing, collecting, and reporting Program Income, and in using it for the purposes
and under the conditions specified in this Contract.
System Agency Contract No.2017-049740-001
Page 7 of 19
v. 11.30.15
2.09 Nonsupplanting
Grantee shall not use funds from this Contract to replace or substitute for existing funding from
other but shall use funds from this Contract to supplement existing state or local funds currently
available. Grantee shall make a good faith effort to maintain its current level of support.
Grantee may be required to submit documentation substantiating that a reduction in state or local
funding, if any, resulted for reasons other than receipt or expected receipt of funding under this
Contract.
ARTICLE III. STATE AND FEDERAL FUNDING
3.01 Funding
This Contract is contingent upon the availability of sufficient and adequate funds. If funds
become unavailable through lack of appropriations, budget cuts, transfer of funds between
programs or agencies, amendment of the Texas General Appropriations Act, agency
consolidation, or any other disruptions of current funding for this Contract, the System Agency
may restrict, reduce, or terminate funding under this Contract. This Contract is also subject to
immediate cancellation or termination, without penalty to the System Agency, if sufficient and
adequate funds are not available. Grantee will have no right of action against the System Agency
if the System Agency cannot perform its obligations under this Contract as a result of lack of
funding for any activities or functions contained within the scope of this Contract. In the event of
cancellation or termination under this Section, the System Agency will not be required to give
notice and will not be liable for any damages or losses caused or associated with such
termination or cancellation.
3.02 No debt Against the State
The Contract will not be construed as creating any debt by or on behalf of the State of Texas.
3.03 Debt to State
If a payment law prohibits the Texas Comptroller of Public Accounts from making a payment,
the Grantee acknowledges the System Agency's payments under the Contract will be applied
toward eliminating the debt or delinquency. This requirement specifically applies to any debt or
delinquency,regardless of when it arises.
3.04 Recapture of Funds
The System Agency may withhold all or part of any payments to Grantee to offset overpayments
made to the Grantee. Overpayments as used in this Section include payments (i) made by the
System Agency that exceed the maximum allowable rates; (ii)that are not allowed under applicable
laws, rules, or regulations; or(iii)that are otherwise inconsistent with this Contract, including any
unapproved expenditures. Grantee understands and agrees that it will be liable to the System
Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received
under this Contract. Grantee further understands and agrees that reimbursement of such
disallowed costs will be paid by Grantee from funds which were not provided or otherwise made
available to Grantee under this Contract.
System Agency Contract No.2017-049740-001
Page 8 of 19
v.11.30.15
ARTICLE IV ALLOWABLE COSTS AND AUDIT REQUIREMENTS
4.01 Allowable Costs.
System Agency will reimburse the allowable costs incurred in performing the Project that are
sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and
within the applicable term to be eligible for reimbursement under this Contract. The System
Agency will determine whether costs submitted by Grantee are allowable and eligible for
reimbursement. If the System Agency has paid funds to Grantee for unallowable or ineligible
costs,the System Agency will notify Grantee in writing, and Grantee shall return the funds to the
System Agency within thirty (30) calendar days of the date of this written notice. The System
Agency may withhold all or part of any payments to Grantee to offset reimbursement for any
unallowable or ineligible expenditure that Grantee has not refunded to the System Agency, or if
financial status report(s)required under the Financial Status Reports section are not submitted by
the due date(s). The System Agency may take repayment (recoup) from funds available under
this Contract in amounts necessary to fulfill Grantee's repayment obligations. Applicable cost
principles, audit requirements,and administrative requirements include-
Applicable Entity Applicable Cost Audit Administrative
Principles Requirements Requirements
State, Local and 2 CFR,Part 225 2 CFR Part 200, 2 CFR Part 200 and
Tribal Governments Subpart F and UGMS
UGMS
Educational 2 CFR,Part 220 2 CFR Part 200, 2 CFR Part 200 and
Institutions Subpart F and UGMS
UGMS
Non-Profit 2 CFR, Part 230 2 CFR Part 200, 2 CFR Part 200 and
Organizations Subpart F and UGMS
UGMS
For-profit 48 CFR Part 31, 2 CFR Part 200, 2 CFR Part 200 and
Organization other Contract Cost Subpart F and UGMS
than a hospital and an Principles UGMS
organization named in Procedures, or
OMB Circular A-122 uniform cost
(2 CFR Part, 230) as accounting
not subject to that standards that
circular. comply with cost
principles
acceptable to the
federal or state
awarding agency
System Agency Contract No. 2017-049740-001
Page 9 of 19
I I
A chart of applicable Federal awarding agency common rules is located through a web link on
the System Agency website at http://www.dshs.state.tx.us/contracts/links.shtm. OMB Circulars
will be applied with the modifications prescribed by UGMS with effect given to whichever
provision imposes the more stringent requirement in the event of a conflict.
4.02 Independent Single or Program-Specific Audit
If Grantee, within Grantee's fiscal year, expends a total amount of at least SEVEN HUNDRED
FIFTY THOUSAND DOLLARS ($750,000) in federal funds awarded, Grantee shall have a single
audit or program-specific audit in accordance with the 2 CFR 200. The $750,000 federal
threshold amount includes federal funds passed through by way of state agency awards. If
Grantee, within Grantee's fiscal year, expends a total amount of at least $500,000 in state funds
awarded, Grantee must have a single audit or program-specific audit in accordance with UGMS,
State of Texas Single Audit Circular. For-profit Grantees whose expenditures meet or exceed
the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200
or UGMS, as applicable, for their program-specific audits. The HHSC Office of Inspector
General (OIG) will notify Grantee to complete the Single Audit Status Registration Form. If
Grantee fails to complete the Single Audit Status Form within thirty (30) calendar days after
notification by OIG to do so, Grantee shall be subject to the System Agency sanctions and
remedies for non-compliance with this Contract. The audit must be conducted by an independent
certified public accountant and in accordance with applicable OMB Circulars, Government
Auditing Standards, and UGMS, which is accessible through a web link on the System Agency
website at http://www.dshs.state.tx.us/contracts/links.shtm. Grantee shall procure audit services
in compliance with this section, state procurement procedures, as well as with the provisions of
UGMS
4.03 Submission of Audit
Within thirty (30) calendar days of receipt of the audit reports required by the Independent
Single or Program-Specific Audit section, Grantee shall submit one copy to the Department's
Contract Oversight and Support Section, and one copy to the OIG, at the following addresses:
Department of State Health Services
Contract Oversight and Support, Mail Code 1326
P.O. Box 149347
Austin, Texas 78714-9347
Health and Human Services Commission
Office of Inspector General
Compliance/Audit, Mail Code 1326
P.O. Box 85200
Austin, Texas 78708-5200
Electronic submission to the System Agency should be addressed as follows:
CO SContractAdministration(a�dshs.state.tx.us
Electronic submission to HHSC should be addressed as follows:
Dani.fielding@hhsc.state.tx.us
System Agency Contract No.2017-049740-001
Page 10 of 19
v. 1130.15
If Grantee fails to submit the audit report as required by the Independent Single or Program-
Specific Audit section within thirty (30) calendar days of receipt by Grantee of an audit report,
Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with
this Contract.
ARTICLE V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS
5.01 General Affirmations
Grantee certifies that,to the extent General Affirmations are incorporated into the Contract under
the Signature Document, the General Affirmations have been reviewed and that Grantee is in
compliance with each of the requirements reflected therein.
5.02 Federal Assurances
Grantee further certifies that, to the extent Federal Assurances are incorporated into the Contract
under the Signature Document, the Federal Assurances have been reviewed and that Grantee is
in compliance with each of the requirements reflected therein.
5.03 Federal Certifications
Grantee further certifies, to the extent Federal Certifications are incorporated into the Contract
under the Signature Document, that the Federal Certifications have been reviewed, and that
Grantee is in compliance with each of the requirements reflected therein. In addition, Grantee
certifies that it is in compliance with all applicable federal laws, rules, or regulations, as they
may pertain to this Contract.
ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY
6.01 Ownership
The System Agency will own, and Grantee hereby assigns to the System Agency. all right, title,
and interest in all Deliverables.
6.02 Intellectual Property
a. The System Agency and Grantee will retain ownership,all rights,title, and interest in and to,
their respective pre-existing Intellectual Property. A license to either Party's pre-existing
Intellectual Property must be agreed to under this or another contract.
b. Grantee grants to the System Agency and the State of Texas a royalty-free, paid up,
worldwide,perpetual, non-exclusive, non-transferable license to use any Intellectual Property
invented or created by Grantee, Grantee's contractor, or a subcontractor in the performance of
the Project. Grantee will require its contractors to grant such a license under its contracts.
c. As used herein, "Intellectual Property" shall mean: inventions and business processes,
whether or not patentable; works of authorship; trade secrets; trademarks; service marks;
industrial designs; and other intellectual property incorporated in any Deliverable and first
created or developed by Grantee, Grantee's contractor or a subcontractor in performing the
Project.
System Agency Contract No.2017-049740-001
Page 11 of 19
v. 11.30.15
ARTICLE VII RECORDS,AUDIT,AND DISCLOSURE
7.01 Books and Records
Grantee will keep and maintain under GAAP or GASB, as applicable, full, true, and complete
records necessary to fully disclose to the System Agency, the Texas State Auditor's Office, the
United States Government, and their authorized representatives sufficient information to
determine compliance with the terms and conditions of this Contract and all state and federal
rules, regulations, and statutes. Unless otherwise specified in this Contract, Grantee will
maintain legible copies of this Contract and all related documents for a minimum of seven (7)
years after the termination of the contract period or seven (7) years after the completion of any
litigation or dispute involving the Contract,whichever is later.
7.02 Access to records, books,and documents
In addition to any right of access arising by operation of law, Grantee and any of Grantee's
affiliate or subsidiary organizations, or Subcontractors will permit the System Agency or any of
its duly authorized representatives, as well as duly authorized federal, state or local authorities,
unrestricted access to and the right to examine any site where business is conducted or Services
are performed, and all records, which includes but is not limited to financial, client and patient
records, books, papers or documents related to this Contract. If the Contract includes federal
funds, federal agencies that will have a right of access to records as described in this section
include: the federal agency providing the funds, the Comptroller General of the United States,
the General Accounting Office, the Office of the Inspector General, and any of their authorized
representatives. In addition, agencies of the State of Texas that will have a right of access to
records as described in this section include: the System Agency, HHSC, HHSC's contracted
examiners, the State Auditor's Office, the Texas Attorney General's Office, and any successor
agencies. Each of these entities may be a duly authorized authority. If deemed necessary by the
System Agency or any duly authorized authority, for the purpose of investigation or hearing,
Grantee will produce original documents related to this Contract. The System Agency and any
duly authorized authority will have the right to audit billings both before and after payment, and
all documentation that substantiates the billings. Grantee will include this provision concerning
the right of access to, and examination of, sites and information related to this Contract in any
Subcontract it awards.
7.03 Response/compliance with audit or inspection findings
a. Grantee must act to ensure its and its Subcontractor's compliance with all corrections
necessary to address any finding of noncompliance with any law, regulation, audit
requirement, or generally accepted accounting principle, or any other deficiency identified in
any audit, review, or inspection of the Contract and the goods or services provided
hereunder. Any such correction will be at Grantee or its Subcontractor's sole expense.
Whether Grantee's action corrects the noncompliance will be solely the decision of the
System Agency.
b. As part of the Services, Grantee must provide to HHSC upon request a copy of those portions
of Grantee's and its Subcontractors' internal audit reports relating to the Services and
Deliverables provided to the State under the Contract.
System Agency Contract No.2017-049740-001
Page 12 of 19
v. 11.30.15
7.04 SAO Audit
Grantee understands that acceptance of funds directly under the Contract or indirectly through a
Subcontract under the Contract acts as acceptance of the authority of the State Auditor's Office
(SAO), or any successor agency, to conduct an audit or investigation in connection with those
funds. Under the direction of the legislative audit committee, an entity that is the subject of an
audit or investigation by the SAO must provide the SAO with access to any information the SAO
considers relevant to the investigation or audit. Grantee agrees to cooperate fully with the SAO
or its successor in the conduct of the audit or investigation, including providing all records
requested. Grantee will ensure that this clause concerning the authority to audit funds received
indirectly by Subcontractors through Grantee and the requirement to cooperate is included in any
Subcontract it awards.
7.05 Confidentiality
Any specific confidentiality agreement between the Parties takes precedent over the terms of this
section. To the extent permitted by law, Grantee agrees to keep all information confidential, in
whatever form produced, prepared, observed, or received by Grantee. The provisions of this
section remain in full force and effect following termination or cessation of the services
performed under this Contract.
7.06 Public Information Act
Information related to the performance of this Contract may be subject to the PIA and will be
withheld from public disclosure or released only in accordance therewith. Grantee must make all
information not otherwise excepted from disclosure under the PIA available in portable
document file(".pdf) format or any other format agreed between the Parties.
ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION
8.01 Contract Management
To ensure full performance of the Contract and compliance with applicable law, the System
Agency may take actions including:
a. Suspending all or part of the Contract;
b. Requiring the Grantee to take specific corrective actions in order to remain in compliance
with term of the Contract;
c. Recouping payments made to the Grantee found to be in error;
d. Suspending, limiting,or placing conditions on the continued performance of the Project;
e. Imposing any other remedies authorized under this Contract; and
f. Imposing any other remedies, sanctions or penalties permitted by federal or state statute, law,
regulation, or rule.
8.02 Termination for Convenience
The System Agency may terminate the Contract at any time when, in its sole discretion, the
System Agency determines that termination is in the best interests of the State of Texas. The
termination will be effective on the date specified in HHSC's notice of termination.
System Agency Contract No.2017-049740-001
Page 13 of 19
v.It 30.15
8.03 Termination for Cause
Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System
Agency may terminate the Contract, in whole or in part, upon either of the following conditions:
a. Material Breach
The System Agency will have the right to terminate the Contract in whole or in part if the
System Agency determines, at its sole discretion, that Grantee has materially breached the
Contract or has failed to adhere to any laws,ordinances, rules, regulations or orders of any public
authority having jurisdiction and such violation prevents or substantially impairs performance of
Grantee's duties under the Contract. Grantee's misrepresentation in any aspect of Grantee's
Solicitation Response, if any or Grantee's addition to the Excluded Parties List System (EPLS)
will also constitute a material breach of the Contract.
b. Failure to Maintain Financial Viability
The System Agency may terminate the Contract if, in its sole discretion, the System Agency has
a good faith belief that Grantee no longer maintains the financial viability required to complete
the Services and Deliverables,or otherwise fully perform its responsibilities under the Contract.
8.04 Equitable Settlement
Any early termination under this Article will be subject to the equitable settlement of the
respective interests of the Parties up to the date of termination.
ARTICLE IX MISCELLANEOUS PROVISIONS
9.01 Amendment
The Contract may only be amended by an Amendment executed by both Parties.
9.02 Insurance
Unless otherwise specified in this Contract, Grantee will acquire and maintain, for the duration of
this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and
potential liabilities thereunder with financially sound and reputable insurers licensed by the
Texas Department of Insurance, in the type and amount customarily carried within the industry
as determined by the System Agency. Grantee will provide evidence of insurance as required
under this Contract, including a schedule of coverage or underwriter's schedules establishing to
the satisfaction of the System Agency the nature and extent of coverage granted by each such
policy, upon request by the System Agency. In the event that any policy is determined by the
System Agency to be deficient to comply with the terms of this Contract, Grantee will secure
such additional policies or coverage as the System Agency may reasonably request or that are
required by law or regulation. If coverage expires during the term of this Contract, Grantee must
produce renewal certificates for each type of coverage.
These and all other insurance requirements under the Contract apply to both Grantee and its
Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all
requirements.
System Agency Contract No.2017-049740-001
Page 14 of 19
v. 11.30.15
9.03 Legal Obligations
Grantee will comply with all applicable federal, state, and local laws, ordinances, and
regulations, including all federal and state accessibility laws relating to direct and indirect use of
information and communication technology. Grantee will be deemed to have knowledge of all
applicable laws and regulations and be deemed to understand them. In addition to any other act
or omission that may constitute a material breach of the Contract, failure to comply with this
Section may also be a material breach of the Contract.
9.04 Permitting and Licensure
At Grantee's sole expense, Grantee will procure and maintain for the duration of this Contract
any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification
or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide
the goods or Services required by this Contract. Grantee will be responsible for payment of all
taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee agrees to be
responsible for payment of any such government obligations not paid by its contactors or
subcontractors during performance of this Contract.
9.05 Indemnity
To THE EXTENT ALLOWED BY LAW, GRANTEE WILL DEFEND, INDEMNIFY, AND HOLD
HARMLESS THE STATE OF TEXAS AND ITS OFFICERS AND EMPLOYEES, AND THE SYSTEM
AGENCY AND ITS OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, ACTIONS,
SUITS, DEMANDS, PROCEEDINGS, COSTS, DAMAGES, AND LIABILITIES, INCLUDING ATTORNEYS'
FEES AND COURT COSTS ARISING OUT OF,OR CONNECTED WITH,OR RESULTING FROM:
a. GRANTEE'S PERFORMANCE OF THE CONTRACT, INCLUDING ANY NEGLIGENT ACTS OR
OMISSIONS OF GRANTEE, OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF
GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN
THE EXECUTION OR PERFORMANCE OF THIS CONTRACT;OR
b. ANY BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION,
STANDARD, RULE, OR BREACH OF CONTRACT BY GRANTEE, ANY AGENT, EMPLOYEE,
SUBCONTRACTOR,OR SUPPLIER OF GRANTEE,OR ANY THIRD PARTY UNDER THE CONTROL
OR SUPERVISION OF GRANTEE,IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT;
OR
c. EMPLOYMENT OR ALLEGED EMPLOYMENT, INCLUDING CLAIMS OF DISCRIMINATION
AGAINST GRANTEE,ITS OFFICERS,OR ITS AGENTS;OR
d. WORK UNDER THIS CONTRACT THAT INFRINGES OR MISAPPROPRIATES ANY RIGHT OF ANY
THIRD PERSON OR ENTITY BASED ON COPYRIGHT, PATENT, TRADE SECRET, OR OTHER
INTELLECTUAL PROPERTY RIGHTS.
GRANTEE WILL COORDINATE ITS DEFENSE WITH THE SYSTEM AGENCY AND ITS COUNSEL.
THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE
TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR
LIABILITIES RESULTING SOLELY FROM THE GROSS NEGLIGENCE OF THE SYSTEM AGENCY OR
ITS EMPLOYEES. THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS
CONTRACT.
System Agency Contract No.2017-049740-001
Page 15 of 19
v.11.30.15
9.06 Assignments
Grantee may not assign all or any portion of its rights under, interests in, or duties required under
this Contract without prior written consent of the System Agency, which may be withheld or
granted at the sole discretion of the System Agency. Except where otherwise agreed in writing
by the System Agency, assignment will not release Grantee from its obligations under the
Contract.
Grantee understands and agrees the System Agency may in one or more transactions assign,
pledge, or transfer the Contract. This assignment will only be made to another State agency or a
non-state agency that is contracted to perform agency support.
9.07 Relationship of the Parties
Grantee is, and will be, an independent contractor and, subject only to the terms of this Contract,
will have the sole right to supervise, manage, operate, control, and direct performance of the
details incident to its duties under this Contract. Nothing contained in this Contract will be
deemed or construed to create a partnership or joint venture, to create relationships of an
employer-employee or principal-agent, or to otherwise create for the System Agency any
liability whatsoever with respect to the indebtedness, liabilities, and obligations of Grantee or
any other Party.
Grantee will be solely responsible for, and the System Agency will have no obligation with
respect to:
a. Payment of Grantee's employees for all Services performed;
b. Wnsuring each of its employees, agents, or Subcontractors who provide Services or
Deliverables under the Contract are properly licensed, certified, or have proper permits to
perform any activity related to the Work;
c. Withholding of income taxes,FICA,or any other taxes or fees;
d. Industrial or workers' compensation insurance coverage;
e. Participation in any group insurance plans available to employees of the State of Texas;
f. Participation or contributions by the State to the State Employees Retirement System;
g. Accumulation of vacation leave or sick leave; or
h. Unemployment compensation coverage provided by the State.
9.08 Technical Guidance Letters
In the sole discretion of the System Agency, and in conformance with federal and state law, the
System Agency may issue instructions, clarifications, or interpretations as may be required
during Work performance in the form of a Technical Guidance Letter. A TGL must be in
writing, and may be delivered by regular mail, electronic mail, or facsimile transmission. Any
TGL issued by the System Agency will be incorporated into the Contract by reference herein for
all purposes when it is issued.
9.09 Governing Law and Venue
This Contract and the rights and obligations of the Parties hereto will be governed by, and
construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions.
Venue of any suit brought under this Contract will be in a court of competent jurisdiction in
Travis County, Texas unless otherwise elected by the System Agency. Grantee irrevocably
waives any objection, including any objection to personal jurisdiction or the laying of venue or
System Agency Contract No.2017-049740-001
Page 16 of 19
v.11.30.15
based on the grounds of forum non conveniens, which it may now or hereafter have to the
bringing of any action or proceeding in such jurisdiction in respect of this Contract or any
document related hereto. Severability
If any provision contained in this Contract is held to be unenforceable by a court of law or
equity, this Contract will be construed as if such provision did not exist and the non-
enforceability of such provision will not be held to render any other provision or provisions of
this Contract unenforceable.
9.10 Survivability
Termination or expiration of this Contract or a Contract for any reason will not release either
party from any liabilities or obligations in this Contract that the parties have expressly agreed
will survive any such termination or expiration, remain to be performed, or by their nature would
be intended to be applicable following any such termination or expiration, including maintaining
confidentiality of information and records retention.
9.11 Force Majeure
Except with respect to the obligation of payments under this Contract, if either of the Parties,
after a good faith effort, is prevented from complying with any express or implied covenant of
this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order,
rule, or regulation of governmental authority; or similar events that are beyond the control of the
affected Party (collectively referred to as a "Force Majeure"), then, while so prevented, the
affected Party's obligation to comply with such covenant will be suspended, and the affected
Party will not be liable for damages for failure to comply with such covenant. In any such event,
the Party claiming Force Majeure will promptly notify the other Party of the Force Majeure
event in writing and, if possible, such notice will set forth the extent and duration thereof.
9.12 No Waiver of Provisions
Neither failure to enforce any provision of this Contract nor payment for services provided under
it constitute waiver of any provision of the Contract.
9.13 Publicity
Except as provided in the paragraph below, Grantee must not use the name of, or directly or
indirectly refer to, the System Agency, the State of Texas, or any other State agency in any
media release, public announcement, or public disclosure relating to the Contract or its subject
matter, including in any promotional or marketing materials, customer lists, or business
presentations.
Grantee may publish, at its sole expense, results of Grantee performance under the Contract with
the System Agency's prior review and approval, which the System Agency may exercise at its
sole discretion. Any publication (written, visual, or sound) will acknowledge the support
received from the System Agency and any Federal agency, as appropriate.
9.14 Prohibition on Non-compete Restrictions
Grantee will not require any employees or Subcontractors to agree to any conditions, such as
non-compete clauses or other contractual arrangements that would limit or restrict such persons
or entities from employment or contracting with the State of Texas.
System Agency Contract No. 2017-049740-001
Page 17 of 19
v.11.30.15
9.15 No Waiver of Sovereign Immunity
Nothing in the Contract will be construed as a waiver of sovereign immunity by the System
Agency.
9.16 Entire Contract and Modification
The Contract 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 the Contract will be
harmonized with this Contract to the extent possible by the System Agency.
9.17 Counterparts
This Contract 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 Contract.
9.18 Proper Authority
Each Party hereto represents and warrants that the person executing this Contract on its behalf
has full power and authority to enter into this Contract. Any Services or Work performed by
Grantee before this Contract is effective or after it ceases to be effective are performed at the sole
risk of Grantee with respect to compensation.
9.19 Employment Verification
Grantee will confirm the eligibility of all persons employed during the contract term to perform
duties within Texas and all persons, including subcontractors, assigned by the contractor to
perform work pursuant to the Contract.
9.20 Civil Rights
' a. Grantee agrees to comply with state and federal anti-discrimination laws, including:
1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.);
2. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794);
3. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.);
4. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107);
5. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688);
6. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and
7. The System Agency's administrative rules, as set forth in the Texas Administrative Code,
to the extent applicable to this Agreement.
Grantee 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,
sex, age, disability, political beliefs, or religion, 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.
b. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing
regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15, prohibiting a contractor from adopting
and implementing policies and procedures that exclude or have the effect of excluding or
System Agency Contract No.2017-049740-001
Page 18 of 19
v. 11.30.15
limiting the participation of clients in its programs, benefits, or activities on the basis of
national origin. State and federal civil rights laws require contractors to provide alternative
methods for ensuring access to services for applicants and recipients who cannot express
themselves fluently in English. Grantee agrees to take reasonable steps to provide services
and information, both orally and in writing, in appropriate languages other than English, in
order to ensure that persons with limited English proficiency are effectively informed and
can have meaningful access to programs, benefits, and activities.
c. Grantee agrees to post applicable civil rights posters in areas open to the public informing
clients of their civil rights and including contact information for the HHS Civil Rights Office.
The posters are available on the HHS website at:
http://www.hhsc.state.tx.us/about hhsc/civil-rights/brochures-posters.shtml
d. Grantee 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 discriminate against a program beneficiary or prospective program beneficiary on
the basis of religion or religious belief.
e. Upon request, Grantee will provide HHSC Civil Rights Office with copies of all of the
Grantee's civil rights policies and procedures.
f. Grantee must notify 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:
HHSC Civil Rights Office
701 W. 51st Street, Mail Code W206
Austin, Texas 78751
Phone Toll Free: (888)388-6332
Phone: (512)438-4313
TTY Toll Free: (877)432-7232
Fax: (512)438-5885.
System Agency Contract No.2017-049740-001
Page 19 of 19
v. 11.30.15