HomeMy WebLinkAboutPR 21579: CONTRACT WITH THE WIC PROGRAM. NO CITY MATCH IS REQUIRED „tsr.,„ _:_. ...
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Date: September 15, 2020
To: The Honorable Mayor and City Council
Through: Ron Burton, City Manager
From: Judith A. Smith, RN, BSN, Director of Health Services
RE: Approval for the new FY 2021 through FY 2025 Contract between the City of
Port Arthur and Health and Human Services for the WIC program for funds not
to exceed $4,167,861.00. No City Match is required.
Introduction:
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. The Health and Human Services Commission
desires to provide funding in the amount of$4,167,861.00 for FY 2021 through FY 2025.
Background: This grant covers (9) full time employees, (1) part time employee, and (2)
contract employees.
Recommendation: It is recommended that the City Council approve P.R. No. 21579, which is
the FY 2021 to FY 2025 contract between the City of Port Arthur and Health and Human
Services Commission for$4,167,861.00 to fund the WIC program for FY 2021.
Budget Impact: These funds will cover operational expenses of the program; salaries, fringe,
travel and supplies.
"Remember,we are here to serve the Citizens of Port Arthur”
P.O.Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8101 X FAX 409.982.6743
P.R. 21579
09/15/2020-js
RESOLUTION NO.
A RESOLUTION TO APPROVE THE CONTRACT BETWEEN THE
CITY OF PORT ARTHUR AND THE HEALTH AND HUMAN SERVICES
COMMISSION, WIC DIVISION, PROVIDING THE FUNDS FOR FY
2021- FY 2025, FOR A TOTAL NOT TO EXCEED $4,167,861.00. NO
CITY MATCH REQUIRED.
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; and,
WHEREAS, the Health and Human Services Commission desires to provide funding to
the City of Port Arthur in amount not to exceed $4,167,861.00 for October 01, 2020 to
September 30, 2025.
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 between the City of Port Arthur and Health and Human Services providing the funding
for FY 2021 through FY 2025 for a total of$4,167,861.00.
P.R. 21579
09/15/2020 js
Section 3. That, the City Council deems it is in the best interest of the City to approve
and authorize the City Manager to execute the contract between the Health and Human Services
Commission and the City of Port Arthur, Texas, to continue the Women, Infants and Children
(WIC)program as delineated in Exhibit "A".
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 ,
2920 at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following
Vote: AYES:
Mayor: ,
Councilmembers:
NOES:
Mayor, Thurman Bartie
ATTEST:
Sherri Bellard, City Secretary
APPROVED AS TO FORM:
Ialecia Ti eno, City Attorney
P.R. 21579
0911512020-js
APPROVED FOR ADMINISTRATION:
Ron Burton, City Manager Judith Smith, R.N. BSN, Director of Health
P.R. 21579
09/15/2020-js
EXHIBIT "A"
DocuSign Envelope ID:631FCF3B-1A06-440E-9779-361DDB5646B2
SIGNATURE DOCUMENT FOR
HEALTH AND HUMAN SERVICES COMMISSION
CONTRACT No.HHS000805800001
UNDER THE
WOMEN,INFANTS AND CHILDREN'S NUTRITION GRANT PROGRAM
I. PURPOSE
The Health and Human Services Commission ("HHSC" or "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 the Women, Infants 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.
III. DURATION
The Contract is effective on October 01, 2020, and terminates on September 30, 2025, unless
renewed, extended, or terminated pursuant to the terms and conditions of the Contract.
Notwithstanding the limitation in the preceding sentence, System Agency, at its sole discretion,
also may extend the Contract beyond five years as necessary to ensure continuity of service, for
purposes of transition, or as otherwise determined by System Agency to serve the best interest of
the State.
IV. BUDGET
HHSC will issue an annual funding letter ("Notice of Award") to Grantee by July 1 setting the
award amount for the corresponding fiscal year. HHSC will notify Grantee of any changes to
annual funding amounts by issuing a revised Notice of Award.
Grantee acknowledges and understands awards under this Contract are subject to federal funding
to HHSC to facilitate the WIC program
All expenditures under the Contract will be in accordance with ATTACHMENT A,STATEMENT OF
WORK.
Indirect Cost Rate: The Grantee's acknowledged or approved Indirect Cost Rate(ICR)and either
the ICR Acknowledgement Letter, ICR Acknowledgement Letter—Ten Percent De Minimis, or
the ICR Agreement Letter is incorporated into this contract by reference.
If the System Agency, at its sole discretion, approves or acknowledges an updated indirect cost
rate,the new rate,together with the revised ICR Acknowledgement Letter,ICR Acknowledgement
Letter — Ten Percent De Minimis, or the ICR Agreement Letter, will be incorporated into this
contract by reference.
HHSC Contract#HHS000805800001
Page 1 of 4
HHSC Grant-v 2.14
Effective:May 1,2019
DocuSign Envelope ID:631FCF3B-1A06-440E-9779-361DDB5646B2
V. CONTRACT REPRESENTATIVES
The following will act as the representative authorized to administer activities under this Contract
on behalf of their respective Party.
System Agency Grantee
Health and Human Services Commission City of Port Arthur
P.O. Box 149347 444 4th St.
Austin, TX 78714-9347 Port Arthur, TX 77640
Attention: Cynthia Wright, HHSC Contract Manager Attention: Ron Burton, City Manager
cynthia.wright@hhsc.state.tx.us Ron.burton@portarthurtx.gov
VI. 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 Grantee
Health and Human Services Commission City of Port Arthur
4900 N. Lamar Blvd., Mail Code 1100 444 4th St.
Austin, TX 78751-2316 Port Arthur, TX 77640
Attention: Office of Chief Counsel Attention: Ron Burton, City Manager
VII. NOTICE REQUIREMENTS
Notice given by Grantee will be deemed effective when received by the System Agency. Either
Party may change its address for notices by providing written notice to the other Party. All notices
submitted to System Agency must:
A. include the Contract number;
B. be sent to the person(s) identified in the Contract; and,
C. comply with all terms and conditions of the Contract.
VIII. ADDITIONAL GRANT INFORMATION
A. Grantee Data Universal Numbering System(DUNS)Number: 80-678-1373
B. Catalog of Federal Domestic Assistance (CFDA)Name and Number:
• Name - Number: 10-557 Special Supplemental Nutrition Program for Women,
Infants & Children(FOOD,ADMIN and PEER)
• Name -Number: 10-561 Supplemental Nutrition Assistance Program
C. Federal Award Period: October 1, 2020 to September 30, 2021
D. Name of Federal Awarding Agency: United States Department of Agriculture(USDA)
- Food and Nutrition Service (FNS)
HHSC Contract#HHS000805800001
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MSC Grant-v2.14
Effective:May 1,2019
DocuSign Envelope ID:631FCF3B-1A06-440E-9779-361DDB5646B2
E. Awarding Official Contact Information: FNS Southwest Regional Office
Food and Nutrition Service
1100 Commerce Street Room 522
Dallas, TX 75242-9980
(214) 290-9810
SIGNATURE PAGE FOLLOWS
HHSC Contract#HHS000805800001
Page 3 of 4
HHSC Grant-v 2.14
Effective:May 1,2019
DocuSign Envelope ID:631FCF3B-1A06-440E-9779-361DDB5646B2
SIGNATURE PAGE FOR SYSTEM AGENCY
CONTRACT No. HHS000805800001
HEALTH&HUMAN SERVICES COMMISSION CITY OF PORT ARTHUR
4r
By: By: ta
Date of Signature: Date of Signature: 9 -Al
THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No.HHS000805800001 ARE
INCORPORATED BY REFERENCE:
ATTACHMENT A—STATEMENT OF WORK
ATTACHMENT B—UNIFORM TERMS AND CONDITIONS-GRANT
ATTACHMENT C—CONTRACT AFFIRMATIONS
ATTACHMENT D—SPECIAL/SUPPLEMENTAL CONDITIONS
ATTACHMENT E—FEDERAL ASSURANCES AND CERTIFICATIONS
ATTACHMENT F—FFATA
ATTACHMENT G—DATA USE AGREEMENT
ATTACHMENTS FOLLOW
HHSC Contract#HHS000805800001
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HHSC Grant-v 2.14
Effective:May 1,2019
DocuSign Envelope ID:631FCF3B-1A06-440E-9779-361DDB5646B2
ATTACHMENT A
STATEMENT OF WORK
GRANTEE RESPONSIBILITIES
Grantee will:
1.1 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.
1.2 Determine eligibility of applicants through assessment of their categorical criteria,
income, residence and nutritional status, and provide nutrition education and
counseling to eligible participants.
1.3 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.
1.4 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.
1.5 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.
1.6 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.
1.7 Appoint a Grantee WIC Director/Supervisor.
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1.8 Offer services during extended hours of operation outside the traditional times of
8:00 a.m. to 5:00p.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.
1.9 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.
1.10 Become and maintain designation as a Mother-Friendly Worksite in accordance
with 25 Tex. Admin. Code§ 31.1.
1.11 Implement or expand Grantee 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.
1.12 If selected by the System Agency, implement or expand Grantee Breastfeeding
Peer Dad Program.
A. The Peer Dad Program is separate from the Peer Counselor program.
B. If selected, 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
thirty(30)calendar days after the end of each quarter during the Contract term.
1.13 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.
1.14 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: high-risk individual counseling, developing and conducting
facilitated discussion nutrition education classes, consultation regarding the
appropriate issuance of special formulas, nutrition publications and visual aids for
on the job use, implementing staff training, assisting with the Annual Nutrition
Education and Breastfeeding plan, and plan and assist with special projects.
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STATEMENT OF WORK
1.1.5 Train Local Agency staff. The term"Local Agency" is defined at 7 CFR § 246.2.
1.16 Develop an Outreach and Retention Plan and submit to the System Agency as part
of the annual Nutrition and Breastfeeding Plan as required by WIC Local Agency
Policy. Conduct outreach to potential participants and community partners and
implement strategies to retain existing participants in accordance with Grantee
outreach plan.
1.17 Complete surveys as requested.
1.18 Provide all WIC local agency employees providing services to WIC clients, a
computer that has access to the WIC Management Information System (MIS)
system and meets requirements set by the Texas WIC program.
1.19 Coordinate with System Agency to visit the physical address of a proposed grocery
store outlet and determine if a store exists at the specified location and confirm the
signage closely matches the indicated store name, if signage is present. Grantee
shall send System Agency an email correspondence indicating findings on a form
provided by System Agency, within five (5)business days of receipt of the form.
1.20 Resolve all possible dual participation records anytime the "duplicate detection"
grid appears in the MIS. System Agency reserves the right to withhold payment if
Grantee fails to accurately resolve all possible dual participation at the time of
certification.
1.21 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.
1.22 If selected by System Agency, provide meals to WIC participants as part of the
WIC Summer Food Service Pilot Program in collaboration with the Texas
Department of Agriculture (TDA) as follows:
A. Implement WIC Summer Food Service Pilot Program according to System
Agency-approved plan.
B. Submit meals served data to Contracting Entity (CE), a designated TDA
contractor, in a frequency and format designated by the CE.
C. Submit requested updates and/or reports to System Agency in a frequency and
format designated by System Agency.
1.23 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
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ATTACHMENT A
STATEMENT OF WORK
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.
1.24 If selected by System Agency, serve as:
A. A lactation center for WIC program mothers with breastfeeding problems as
outlined by System Agency;
B. A training center for WIC local agency staff and other health providers to
receive clinical experience working with breastfeeding mothers; and
C. A statewide Lactation Resource Center for health providers to utilize for
information and assistance when working with pregnant and breastfeeding
women. To serve as the Lactation Resource Center Grantee must:
1. Provide counseling services (to include in-person, phone, web-cam, and
email consults)to at least 1000 breastfeeding mothers at Grantee's location
every fiscal year.
2. Ensure at least 40 students(i.e.WIC staff,dietetic interns,residents,nurses)
complete the Clinical Lactation Practicum or other breastfeeding training at
Grantee's location.
3. Provide community education and track outreach activities to promote and
support breastfeeding and the use of the lactation center in the community.
4. Submit quarterly activity reports within thirty (30) calendar days after the
end of each quarter of this Contract, in a format designated by System
Agency. Activity reports will include, Grantee's activities to meet
requirements stated within this section.
1.25 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:
A. 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.
B. 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.
C. Ensuring that the intern is not used for regular WIC duties during the internship
period.
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ATTACHMENT A
STATEMENT OF WORK
D. 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.
1.26 If selected by System Agency, implement or expand SNAP-Education (SNAP-Ed)
projects. Snap-Ed projects will focus on obesity prevention,nutrition education or
breastfeeding friendly community initiatives, or peer counselor services for
Supplemental Nutrition Assistance Program(SNAP) and WIC eligible populations
within the community.
If selected, grantee shall appoint a project coordinator to oversee the
implementation and evaluation of each initiative; participate in activities as
requested by System Agency,including but not limited to,reports including budget
status and evaluation results, collaboration on articles, participation in sharing
sessions; follow the Snap-Ed guidance related to allowable costs for approved
Snap-Ed projects; collect data and submit all requested reports in a frequency and
format designated by Snap-Ed and System Agency for review and approval.
1.27 If selected by System Agency, implement or expand the Improving Participant
Experience (IPE) initiative and strategies to improve the client experience and
alleviate client "pain points," thus improving the quality of services and client
satisfaction. This may include clinic improvements or other improvements.
A. Grantee shall submit proposed initiatives and required reports in a frequency
and format designated by System Agency for review and approval.
B. Grantee shall appoint a project coordinator to oversee the implementation and
evaluation of each initiative.
C. Grantee shall participate in activities as requested by System Agency,including
but not limited to, writing news articles, submitting mid-year and end of year
reports and participating in sharing sessions.
D. Grantee shall spend funds related to clinic improvements on items that meet the
Texas WIC Design Guidelines and Catalog or have received approval from the
System Agency.
1.28 If selected by System Agency, serve as an Innovation Center to implement
innovative approaches in nutrition education, with a focus on behavior change and
retention projects as proposed to System Agency.
Grantee shall designate an Innovation Lead based on requirements from System
Agency who is responsible for overseeing local agency training, support, and
evaluation on innovative concepts for clinic staff in addition to the implementation
and evaluation of Innovation Center projects.
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STATEMENT OF WORK
Grantee shall participate in additional activities as requested by System Agency,
including but not limited to, observation and training on innovative techniques to
staff from other WIC local agencies, collaboration on articles, reports including
budget status and results, evaluation of innovative techniques,workgroup meetings
at System Agency,and presentations at the Texas WIC Nutrition and Breastfeeding
Conference. Grantee projects will comply with written Innovation Center plan
submitted and approved by System Agency which is incorporated by reference.
Grantee will submit reports in a frequency and in a format designated by System
Agency.
1.29 If selected by System Agency, provide services to assist other WIC local agencies
with management of participation growth, including,but not limited to, scheduling
participants, clinic flow, and utilization of clinic space. Services are to include the
following:
A. Consultation with local agency staff regarding placement of equipment, clinic
scheduling,clinic reconfiguration,changes in patient flow,and revision of staff
duties;
B. Visits to local agency sites to ensure that changes are successfully implemented
and to advise and make recommendations as needed;
C. Evaluation and assistance to WIC local agencies with processing applicants
within federal timeframes;
D. Additional duties not listed but deemed necessary by either the local agency or
System Agency;
E. Submit reports to System Agency in a format and frequency designated by
System Agency documenting services provided to local agencies and local
agency clinic efficiency; and
F. Consult with System Agency concerning design and implementation of a new
computerized system for administering and tracking WIC program activity.
1.30 If selected by System Agency, Grantee will provide women's health, infant
mortality, and WIC education and outreach in designated regions. These services
to include the following:
A. Schedule WIC training for all Community Health Workers who shall attend
at least one (1)training session per fiscal year; and
B. Oversee Community Health Workers in conducting education and outreach
at, but not limited to, libraries, parent groups, schools, churches,businesses,
health fairs, WIC clinics, etc., to educate potentially eligible persons about
the benefits of the WIC Program including nutrition education,breastfeeding
support, and supplemental foods, and the location of WIC clinics.
C. Submit requested updates and/or reports to System Agency in a frequency and
format designated by System Agency for review and approval.
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STATEMENT OF WORK
1.31 If selected by System Agency,provide WIC outreach utilizing a subcontracted
entity for a designated area of the state.
Subcontracted WIC program outreach services to include:
A. Educate potentially eligible persons about the benefits of the WIC
Program, including nutrition education, breastfeeding support and
supplemental foods;
B. Provide WIC application and appointment assistance;
C. Promote WIC services at community events and through local media;
D. Provide Medicaid, Food Stamps and Texas Temporary Assistance for
Needy Families (TANF) application assistance to WIC participants;
E. Track and reporting case outcome determination; including persons
referred to WIC who subsequently participate in the WIC program; and
F. Provide WIC clients and applicants with appointment reminders.
G. Require at a minimum, one (1) in-person training per federal fiscal year
(FFY) for all subrecipient subcontractor staff providing WIC program
services outreach. Grantee will submit to System Agency training content
for review and approval upon request.
H. Provide System Agency with Grantee and Grantee subcontractor activity
reports in the frequency and format designated by System Agency.
I. Grantee shall maintain and provide to System Agency upon request,
written policies and procedures for monitoring subrecipient subcontractors
for both financial and programmatic performance.
J. Grantee shall submit to System Agency upon request, results of ongoing
monitoring and corrective actions in a format and frequency designated by
System Agency.
K. Grantee shall ensure a signed Data Use form is signed for every contract
term and that all client and potential client identifying information
forwarded to the subrecipient subcontractor is used only for the purposes
stated in this section.
1.32 If selected by System Agency, serve as a Regional Training and Conference center
for the Texas WIC program and the United States Department of Agriculture
(USDA) staff.
A. In addition to training implemented by Grantee, the Regional Training and
Conference Center shall be used as a central site for conducting routine System
Agency.
B. Training center staff may be requested to develop specific courses as designated
by the System Agency.
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ATTACHMENT A
STATEMENT OF WORK
C. Training center staff may be required to travel to other agencies/sites to conduct
trainings at the System Agency's request.
D. Grantee shall submit proposed courses, initiatives and required reports in a
frequency and format designated by System Agency for review and approval.
E. The Regional Training and Conference Center will also be available for satellite
video conferencing as needed by System Agency, USDA, and WIC local
agencies.
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.
2.1 Grantee shall ensure:
A. Each quarter,an average of less than 5%of families who participate in the WIC
Program by receiving food benefits will refuse nutrition education classes at the
time of food instrument issuance.
B. 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;
C. 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
D. 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 an
appropriate service.
E. An average customer satisfaction percentage of no more than 10% below the
statewide average.
III. INVOICE AND PAYMENT
3.1 HHSC will send Grantee an annual funding letter ("Notice of Award") setting the
award amount for the corresponding fiscal year. Annual and funding adjustment
Notices of Award will be incorporated into this Contract by reference.
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STATEMENT OF WORK
3.2 Grantee will request monthly payments using the State of Texas Purchase Voucher
(invoice) and submit with any supporting documentation by electronic mail to
HHSC WIC Program Services Branch at WicVouchers@hhsc.state.tx.us.
A. Grantee shall indicate separately on the face of the State of Texas Purchase
Voucher(invoice),the costs associated with nutrition education,breast-feeding,
and other administrative costs.
3.3 Grantee shall submit a separate State of Texas Purchase Voucher (Invoice) for
reimbursement of actual allowable costs associated with each special project.
3.4 Grantee will submit Financial Status Reports (FSR) by electronic mail to HHSC
WIC Program Services Branch at WicVouchers@hhsc.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.
3.5. Grantee will be paid on a cost categorical basis and in accordance with the terms of
this Contract.
3.6 In order to claim indirect costs, Grantee must have an approved indirect cost rate
or elect to use the de Minimis rate by December 31, 2020. The options for indirect
cost recovery are as follows:
A. Elect to use the de minimis;
B. Grantee provides System Agency with an approved negotiated indirect cost rate
agreement from a federal or state agency;
C. Grantee requests a negotiated rate from a cognizant agency;
D. Grantee requests a negotiated rate from System Agency directly; or
E. Grantee waives indirect cost recovery.
Indirect costs may be restricted or prohibited by legal statute or the grant terms and
conditions. Any restrictions that are identified by legal, statute, or grant terms will
limit the maximum amount of grant dollars available to recover indirect costs.
3.7 All payments made by System Agency to Grantee under this Contract will be
reimbursements subject to the following requirements, conditions and stipulations:
A. 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.
B. 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
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ATTACHMENT A
STATEMENT OF WORK
participant referrals, vendor evaluation, outreach, start-up costs and general
administrative support.
C. 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 benefits each month plus infants who do not receive any WIC
benefits 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.
D. 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.
E. 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.
F. Grantee surplus encumbered by September 30 shall be billed and vouchers
received by System Agency no later than sixty(60)calendar days following the
fiscal year.
G. 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.
H. 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.
I. System Agency will identify annually to Grantee an amount of funds that shall
be spent for breastfeeding promotion. The allocation of breast feeding 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.
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ATTACHMENT A
STATEMENT OF WORK
J. 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.
K. 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.
L. 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 the Notice of Award. 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.
M. 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.
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HHSC Uniform Terms and Conditions Version 2.16
Published and Effective: March 26,2019
Responsible Office: Chief Counsel
.••••••••
••• •••
. ••
lila •
(g \ TEXAS
�.. � & : Health and Human Services
• •
• •• •
Health and Human Services Commission
HHSC Uniform Terms and Conditions - Grant
Version 2.16.1
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TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 4
1.1 Definitions 4
1.2 Interpretive Provisions 6
ARTICLE II. PAYMENT METHODS AND RESTRICTIONS 6
2.1 Payment Methods 6
2.2 Final Billing Submission 7
2.3 Financial Status Reports (FSRs) 7
2.4 Use of Funds 7
2.5 Use for Match Prohibited 7
2.6 Program Income 7
2.7 Nonsupplanting 8
2.8 Allowable Costs 8
2.9 Indirect Cost Rates 8
ARTICLE III. STATE AND FEDERAL FUNDING 8
3.1 Funding 8
3.2 No Debt Against the State 8
3.3 Debt and Delinquencies 8
3.4 Recapture of Funds 8
ARTICLE IV.ALLOWABLE COSTS AND AUDIT REQUIREMENTS 9
4.1 Allowable Costs. 9
4.2 Audits and Financial Statements 10
4.3 Submission of Audits and Financial Statements 11
ARTICLE V.AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 11
5.1 General Affirmations 11
5.2 Federal Assurances 11
5.3 Federal Certifications 11
ARTICLE VI. INTELLECTUAL PROPERTY 1 t
6.1 Ownership of Work Product 11
6.2 Grantees Pre-existing Works 12
6.3 Agreements with Employees and Subcontractors 12
6.4 Delivery Upon Termination or Expiration 12
6.5 Survival 12
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ARTICLE VII. RECORDS,AUDIT, AND DISCLOSURE 13
7.1 Books and Records 13
7.2 Access to Records, Books, and Documents 13
7.3 Response/Compliance with Audit or Inspection Findings 13
7.4 SAO Audit 14
7.5 Confidentiality 14
ARTICLE VIII. CONTRACT MANAGEMENT AND EARLY TERMINATION 14
8.1 Contract Remedies 14
8.2 Termination for Convenience 14
8.3 Termination for Cause 14
ARTICLE IX. MISCELLANEOUS PROVISIONS 15
9.1 Amendment 15
9.2 Insurance 15
9.3 Legal Obligations 15
9.4 Permitting and Licensure 16
9.5 Indemnity 16
9.6 Assignments 16
9.7 Independent Contractor 17
9.8 Technical Guidance Letters 17
9.9 Dispute Resolution 17
9.10 Governing Law and Venue 17
9.11 Severability 17
9.12 Survivability 18
9.13 Force Majeure 18
9.14 No Waiver of Provisions 18
9.15 Publicity 18
9.16 Prohibition on Non-compete Restrictions 19
9.17 No Waiver of Sovereign Immunity 19
9.18 Entire Contract and Modification 19
9.19 Counterparts 19
9.20 Proper Authority 19
9.21 E-Verify Program 19
9.22 Civil Rights 19
9.23 System Agency Data 21
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ARTICLE I.DEFINITIONS AND INTERPRETIVE PROVISIONS
1.1 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, which documents changes
to the Contract other than those permitted by Work Orders or Technical Guidance Letters.
"Attachment" means documents, terms, conditions, or information added to this Contract
following the Signature Document or included by reference, and made a part 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 for all purposes.
"Deliverable" means the work product(s), including all reports and project documentation,
required to be submitted by Grantee to the System Agency.
"Effective Date" means the date agreed to by the Parties as the date on which the Contract
takes effect.
"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. May also be referred to as
"Contractor" in certain attachments.
"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 Rights"means the worldwide proprietary rights or interests, including
patent, copyright, trade secret, and trademark rights, as such right may be evidenced by or
embodied in:
i. any idea, design, concept, personality right, method, process, technique, apparatus,
invention, discovery, or improvement;
ii. any work of authorship, including any compilation, computer code, website or web
page design, literary work,pictorial work, or graphic work;
iii. any trademark, service mark, trade dress, trade name, branding, or other indicia of
source or origin;
iv. domain name registrations; and
v. any other proprietary or similar rights. The Intellectual Property Rights of a Party
include all worldwide proprietary rights or interests that the Party may have acquired
by assignment,by exclusive license, or by license with the right to grant sublicenses.
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"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.
"Signature Document" means the document executed by both Parties that specifically sets
forth all of the documents that constitute the Contract.
"Solicitation" or "Request for Applications (RFA)" means the document (including all
amendments and attachments) issued by the System Agency under which applications for
Program funds were requested, which is incorporated by reference for all purposes in its
entirety.
"Solicitation Response" or "Application" means Grantee's full and complete response
(including any attachments and addenda) to the Solicitation, which is incorporated by
reference for all purposes in its entirety.
"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.
"Statement of Work"means the description of activities performed in completing the Project,
as specified in the Contract and as may be amended.
"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, authorized
representatives and designees of those agencies. These agencies include: HHSC and the
Department of State Health Services.
"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.
"Work Product" means any and all works, including work papers, notes, materials,
approaches, designs, specifications, systems, innovations, improvements, inventions,
software, programs, source code, documentation, training materials, audio or audiovisual
recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and
whether or not included in the deliverables, that are developed, produced, generated or
provided by Grantee in connection with Grantee's performance of its duties under the
Contract or through use of any funding provided under this Contract.
"Uniform Grant Management Standards" or "UGMS" means uniform grant and contract
administration procedures, developed under the authority of Chapter 783 of the Texas
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Government Code, to promote the efficient use of public funds in local government and in
programs requiring cooperation among local, state, and federal agencies.
1.2 INTERPRETIVE PROVISIONS
A. The meanings of defined terms include the singular and plural forms.
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 Amendments and other modifications, 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, 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
2.1 PAYMENT METHODS
A. Except as otherwise provided by this Contract,the payment method will be one or more
of the following:
i. 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;
ii. 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
iii. 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
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implemented appropriate safeguards. This payment method will only be utilized in
accordance with governing law, state and federal regulations, and at the sole
discretion of the System Agency.
B. Grantee 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.
2.2 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 the end of the term of the Contract. Reimbursement or payment requests received
after the deadline may not be paid.
2.3 FINANCIAL STATUS REPORTS(FSRS)
Except as otherwise provided, for contracts with categorical budgets, Grantee shall submit
quarterly FSRs to System Agency by the last business day of the month following the end
of each quarter 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.
2.4 USE OF FUNDS
Grantee shall expend funds under this Contract only for approved services and for reasonable
and allowable expenses directly related to those services.
2.5 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.
2.6 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 Program Income, as provided in UGMS Section III, Subpart C, .25(g)(2), to
further the Program, and Grantee shall spend the Program Income on the Project. Grantee
shall identify and report Program Income in accordance with the Contract, applicable law,
and any programmatic guidance. Grantee shall expend Program Income during the Contract
term, when earned, and may not carry Program Income forward to any succeeding term.
Grantee shall refund Program Income to the System Agency if the Program Income is not
expended in the term in which it is earned. 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 Program Income for the purposes and under the conditions
specified in this Contract.
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2.7 NONSUPPLANTING
Grant funds may be used to supplement existing, new or corresponding programming and
related activities. Grant funds may not be used to supplant (replace) existing funds in place
to support current programs and related activities.
2.8 ALLOWABLE COSTS
Allowable Costs are restricted to costs that comply with the Texas Uniform Grant
Management Standards (UGMS) and applicable state and federal rules and law. The Parties
agree that all the requirements of the UGMS apply to this Contract, including the criteria for
Allowable Costs. Additional federal requirements apply if this Contract is funded, in whole
or in part, with federal funds.
2.9 INDIRECT COST RATES
The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for
all applicable contracts. Grantee will provide the necessary financial documents to determine
the indirect cost rate in accordance with the Uniform Grant Guidance (UGG) and Uniform
Grant Management Standards (UGMS).
ARTICLE III. STATE AND FEDERAL FUNDING
3.1 FUNDING
This Contract is subject to termination or cancellation, without penalty to System Agency,
either in whole or in part, subject to the availability of state funds. System Agency is a state
agency whose authority and appropriations are subject to actions of the Texas Legislature. If
System Agency becomes subject to a legislative change,revocation of statutory authority, or
lack of appropriated funds that would render either System Agency's or Grantee's delivery
or performance under the Contract impossible or unnecessary, the Contract will be
terminated or cancelled and be deemed null and void. In the event of a termination or
cancellation under this Section, System Agency will not be liable to Grantee for any
damages, that are caused or associated with such termination, or cancellation, and System
Agency will not be required to give prior notice.
3.2 No DEBT AGAINST THE STATE
This Contract will not be construed as creating any debt by or on behalf of the State of Texas.
3.3 DEBT AND DELINQUENCIES
Grantee agrees that any payments due under the Contract shall be directly applied towards
eliminating any debt or delinquency it has to the State of Texas including,but not limited to,
delinquent taxes, delinquent student loan payments, and delinquent child support.
3.4 RECAPTURE OF FUNDS
A. At its sole discretion, the System Agency may i) withhold all or part of any payments to
Grantee to offset overpayments,unallowable or ineligible costs made to the Grantee, or
if any required financial status report(s)is not submitted by the due date(s), or ii)require
Grantee to promptly refund or credit-within thirty(30) calendar days of written notice-
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any funds erroneously paid by System Agency which are not expressly authorized under
the Contract.
B. "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 shall be paid by Grantee from
funds which were not provided or otherwise made available to Grantee under this
Contract.
ARTICLE IV.ALLOWABLE COSTS AND AUDIT REQUIREMENTS
4.1 ALLOWABLE COSTS
A. 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. At its sole discretion, the System Agency will determine whether costs
submitted by Grantee are allowable and eligible for reimbursement. 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,but are not limited to:
Applicable Entity Applicable Cost Audit Administrative
Principles Requirements Requirements
State, Local, and 2 CFR Part 200 and 2 CFR Part 200, 2 CFR Part 200 and
Tribal UGMS Subpart F and UGMS
Governments UGMS
Educational 2 CFR Part 200 and 2 CFR Part 200, 2 CFR Part 200 and
Institutions UGMS Subpart F and UGMS
UGMS
Non-Profit 2 CFR Part 200 and 2 CFR Part 200, 2 CFR Part 200 and
Organizations UGMS Subpart F and UGMS
UGMS
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For-profit 48 CFR Part 31, 2 CFR Part 200, 2 CFR Part 200 and
Organization Contract Cost Subpart F and UGMS
other than a Principles and UGMS
hospital and an Procedures, or
organization Uniform cost
named in OMB accounting
Circular A-122 standards that
(2 CFR Part, comply with cost
230) as not principles
subject to that acceptable to the
circular. federal or state
awarding agency
B. 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.
4.2 AUDITS AND FINANCIAL STATEMENTS
A. Audits
i. HHS Single Audit Unit will notify Grantee to complete the Single Audit
Determination Form. If Grantee fails to complete the form within thirty(30)calendar
days after receipt of notice, Grantee will be subject to the sanctions and remedies for
non-compliance with this Contract.
ii. If Grantee,within Grantee's fiscal year, expends 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 2 CFR 200. The federal
threshold amount includes federal funds passed through by way of state agency
awards.
iii. If Grantee,within Grantee's fiscal year,expends at least SEVEN HUNDRED FIFTY
THOUSAND DOLLARS ($750,000) in state funds awarded, Grantee shall have a
single audit or program-specific audit in accordance with UGMS, State of Texas
Single Audit Circular.The audit must be conducted by an independent certified public
accountant and in accordance with 2 CFR 200, Government Auditing Standards,and
UGMS.
iv. 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.
v. Each Grantee that is required to obtain a single audit must competitively re-procure
single audit services once every six years. Grantee shall procure audit services in
compliance with this section, state procurement procedures, as well as with the
provisions of UGMS.
B. Financial Statements
Each Grantee that does not meet the expenditure threshold for a single audit or program-
specific audit, must provide financial statements.
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4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS
A. Audits
Due the earlier of 30 days after receipt of the independent certified public accountant's
report or nine months after the end of the fiscal year, Grantee shall submit electronically
one copy of the single audit or program-specific audit to the System Agency via:
i. HHS portal at: or,
https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau
ii. Email to: single_audit_report@hhsc.state.tx.us.
B. Financial Statements
Due no later than nine months after the Grantee's fiscal year end, Grantees which are not
required to submit an audit, shall submit electronically financial statements via:
i. HHS portal at:
https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau; or,
ii. Email to: single_audit_report@hhsc.state.tx.us.
ARTICLE V.AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS
5.1 GENERAL AFFIRMATIONS
Grantee certifies that, to the extent General Affirmations are incorporated into the Contract
under the Signature Document, the Grantee has reviewed the General Affirmations and that
Grantee is in compliance with all requirements.
5.2 FEDERAL ASSURANCES
Grantee further certifies that, to the extent Federal Assurances are incorporated into the
Contract under the Signature Document, the Grantee has reviewed the Federal Assurances
and that Grantee is in compliance with all requirements.
5.3 FEDERAL CERTIFICATIONS
Grantee further certifies that, to the extent Federal Certifications are incorporated into the
Contract under the Signature Document, the Grantee has reviewed the Federal
Certifications and that Grantee is in compliance with all requirements. In addition, Grantee
certifies that it is in compliance with all applicable federal laws,rules, and regulations, as they
may pertain to this Contract.
ARTICLE VI. INTELLECTUAL PROPERTY
6.1 OWNERSHIP OF WORK PRODUCT
All right, title, and interest in the Work Product, including all Intellectual Property Rights
therein,is exclusively owned by System Agency. Grantee and Grantee's employees will have
no rights in or ownership of the Work Product or any other property of System Agency. Any
and all Work Product that is copyrightable under United States copyright law is deemed to
be "work made for hire" owned by System Agency, as provided by Title 17 of the United
States Code. To the extent that Work Product does not qualify as a "work made for hire"
under applicable federal law, Grantee hereby irrevocably assigns and transfers to System
Agency, its successors and assigns, the entire right, title, and interest in and to the Work
Product, including any and all Intellectual Property Rights embodied therein or associated
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therewith, and in and to all works based upon, derived from, or incorporating the Work
Product, and in and to all income,royalties, damages, claims and payments now or hereafter
due or payable with respect thereto, and in and to all causes of action, either in law or in
equity for past,present or future infringement based on the copyrights,and in and to all rights
corresponding to the foregoing. Grantee agrees to execute all papers and to perform such
other property rights as System Agency may deem necessary to secure for System Agency
or its designee the rights herein assigned. In the event that Grantee has any rights in and to
the Work Product that cannot be assigned to System Agency, Grantee hereby grants to
System Agency an exclusive, worldwide, royalty-free, transferable, irrevocable, and
perpetual license, with the right to sublicense, to reproduce, distribute, modify, create
derivative works of, publicly perform and publicly display, make, have made, use, sell and
offer for sale the Work Product and any products developed by practicing such rights.
6.2 GRANTEE'S PRE-EXISTING WORKS
To the extent that Grantee incorporates into the Work Product any works of Grantee that
were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this
Contract ("Incorporated Pre-existing Works"), Grantee retains ownership of such
Incorporated Pre-existing Works, and Grantee hereby grants to System Agency an
irrevocable,perpetual,non-exclusive,royalty-free,transferable,worldwide right and license,
with the right to sublicense, to use, modify, copy, create derivative works of, publish,
publicly perform and display, sell, offer to sell, make and have made, the Incorporated Pre-
existing Works, in any medium, with or without the associated Work Product. Grantee
represents, warrants, and covenants to System Agency that Grantee has all necessary right
and authority to grant the foregoing license in the Incorporated Pre-existing Works to System
Agency.
6.3 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS
Grantee shall have written, binding agreements with its employees and subcontractors that
include provisions sufficient to give effect to and enable Grantee's compliance with
Grantee's obligations under this Article VI.
6.4 DELIVERY UPON TERMINATION OR EXPIRATION
No later than the first calendar day after the termination or expiration of the Contract or upon
System Agency's request,Grantee shall deliver to System Agency all completed,or partially
completed, Work Product, including any Incorporated Pre-existing Works, and any and all
versions thereof. Grantee's failure to timely deliver such Work Product is a material breach
of the Contract. Grantee will not retain any copies of the Work Product or any documentation
or other products or results of Grantee's activities under the Contract without the prior written
consent of System Agency.
63 SURVIVAL
The provisions and obligations of this Article VI survive any termination or expiration of
the Contract.
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ARTICLE VII. RECORDS,AUDIT,AND DISCLOSURE
7.1 BOOKS AND RECORDS
Grantee shall 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 shall 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.
7.2 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 shall 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 shall 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 shall 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 Office of the Texas Attorney General, 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 shall produce original documents related to this Contract. The System Agency and
any duly authorized authority shall have the right to audit billings both before and after
payment, and all documentation that substantiates the billings. Grantee shall include this
provision concerning the right of access to, and examination of, sites and information
related to this Contract in any Subcontract it awards.
7.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS
A. Grantee must act to ensure its and its Subcontractors' 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 services and
Deliverables provided. Any such correction will be at Grantee's or its Subcontractor's
sole expense. Whether Grantee's action corrects the noncompliance shall 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.
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7.4 SAO AUDIT
A. The state auditor may conduct an audit or investigation of any entity receiving funds from
the state directly under the Contract or indirectly through a subcontract under the
Contract. The 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,
under the direction of the legislative audit committee,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 state auditor must provide the
state auditor with access to any information the state auditor considers relevant to the
investigation or audit.
B. Grantee shall comply with any rules and procedures of the state auditor in the
implementation and enforcement of Section 2262.154 of the Texas Government Code.
7.5 CONFIDENTIALITY
Grantee shall maintain as confidential, and shall not disclose to third parties without System
Agency's prior written consent, any System Agency information including but not limited to
System Agency's business activities, practices, systems, conditions and services. This
section will survive termination or expiration of this Contract.
ARTICLE VIII. CONTRACT REMEDIES AND EARLY TERMINATION
8.1 CONTRACT REMEDIES
To ensure Grantee's full performance of the Contract and compliance with applicable
law, the System Agency reserves the right to hold Grantee accountable for breach of contract
or substandard performance and may take remedial or corrective actions, including, but not
limited to:
i. suspending all or part of the Contract;
ii. requiring the Grantee to take specific actions in order to remain in compliance with
the Contract;
iii. recouping payments made by the System Agency to the Grantee found to be in error;
iv. suspending, limiting, or placing conditions on the Grantee's continued performance
of the Project;
v. imposing any other remedies,sanctions or penalties authorized under this Contract or
permitted by federal or state statute, law, regulation or rule.
8.2 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. The System Agency's right to terminate the Contract for convenience is
cumulative of all rights and remedies which exist now or in the future.
8.3 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:
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i. Material Breach
The System Agency will have the right to terminate the Contract in whole or
in part if the System Agency determines, in 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.
ii. 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.
ARTICLE IX. MISCELLANEOUS PROVISIONS
9.1 AMENDMENT
The Contract may only be amended by an Amendment executed by both Parties.
9.2 INSURANCE
A. Unless otherwise specified in this Contract, Grantee shall 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
shall 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 shall 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.
B. 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.
9.3 LEGAL OBLIGATIONS
Grantee shall 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 shall be deemed to have
knowledge of all applicable laws and regulations and be deemed to understand them.
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9.4 PERMITTING AND LICENSURE
At Grantee's sole expense, Grantee shall 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 shall be
responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses
required by law. Grantee shall be responsible for payment of any such government
obligations not paid by its Subcontractors during performance of this Contract.
9.5 INDEMNITY
A. GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE
STATE OF TEXAS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS,
AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS,
ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY,
ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS,
ATTORNEY FEES, AND EXPENSES ARISING OUT OF OR RESULTING
FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS,
EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS
OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE
CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE
CONTRACT. THE DEFENSE SHALL BE COORDINATED BY GRANTEE
WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS
STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND
GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST
OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS
ATTORNEY GENERAL. GRANTEE AND SYSTEM AGENCY AGREE TO
FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH
CLAIM.
B. THIS PARAGRAPH IS NOT INTENDED TO AND SHALL NOT BE
CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD
HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR
LIABILITIES RESULTING FROM THE NEGLEGENT ACTS OR OMISSIONS
OF THE SYSTEM AGENCY OR ITS EMPLOYEES.
C. For the avoidance of doubt, System Agency shall not indemnify Grantee or any
other entity under the Contract.
9.6 ASSIGNMENTS
A. 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.
B. 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.
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9.7 INDEPENDENT CONTRACTOR
Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and
third-party service providers shall serve as independent contractors in providing the services
under the Contract. Neither Grantee nor System Agency is an agent of the other and neither
may make any commitments on the other party's behalf. Should Grantee subcontract any of
the services required in the Contract, Grantee expressly understands and acknowledges that
in entering such subcontract(s), System Agency is in no manner liable to any
Subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the
responsibility for ensuring that the services performed under all subcontracts are rendered in
compliance with the Contract. Grantee shall have no claim against System Agency for
vacation pay, sick leave, retirement benefits, social security, worker's compensation, health
or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
The Contract shall not create any joint venture, partnership, agency, or employment
relationship between Grantee and System Agency.
9.8 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 (TGL).
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 for all purposes when it is issued.
9.9 DISPUTE RESOLUTION
A. The dispute resolution process provided for in Chapter 2260 of the Texas Government
Code must be used to attempt to resolve any dispute arising under the Contract.
B. If a contract dispute arises that cannot be resolved to the satisfaction of the Parties,either
Party may notify the other Party in writing of the dispute. If the Parties are unable to
satisfactorily resolve the dispute within fourteen(14)days of the written notification,the
Parties must use the dispute resolution process provided for in Chapter 2260 of the Texas
Government Code to attempt to resolve the dispute. This provision will not apply to any
matter with respect to which either Party may make a decision within its respective sole
discretion.
9.10 GOVERNING LAW AND VENUE
The Contract shall be governed by and construed in accordance with the laws of the State of
Texas, without regard to the conflicts of law provisions. The venue of any suit arising under
the Contract is fixed in any court of competent jurisdiction of Travis County, Texas, unless
the specific venue is otherwise identified in a statute which directly names or otherwise
identifies its applicability to the System Agency.
9.11 SEVERABILITY
If any provision contained in this Contract is held to be unenforceable by a court of
law or equity,this Contract shall be construed as if such provision did not exist and the non-
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enforceability of such provision shall not be held to render any other provision or
provisions of this Contract unenforceable.
9.12 SURVIVABILITY
Expiration or termination of the Contract for any reason does not release Grantee from any
liability or obligation set forth in the Contract that is expressly stated to survive any such
expiration or termination,that by its nature would be intended to be applicable following any
such expiration or termination, or that is necessary to fulfill the essential purpose of the
Contract, including without limitation the provisions regarding warranty, indemnification,
confidentiality, and rights and remedies upon termination.
9.13 FORCE MAJEURE
Neither Grantee nor System Agency shall be liable to the other for any delay in, or failure of
performance, of any requirement included in the Contract caused by force majeure. The
existence of such causes of delay or failure shall extend the period of performance until after
the causes of delay or failure have been removed provided the non-performing party
exercises all reasonable due diligence to perform. Force majeure is defined as acts of God,
war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are
beyond the reasonable control of either party and that by exercise of due foresight such party
could not reasonably have been expected to avoid, and which, by the exercise of all
reasonable due diligence, such party is unable to overcome.
9.14 No WAIVER OF PROVISIONS
The failure of the System Agency to object to or to take affirmative action with respect to
any conduct of the Grantee which is in violation or breach of the terms of the Contract shall
not be construed as a waiver of the violation or breach, or of any future violation or breach.
9.15 PUBLICITY
A. 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.
B. 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.
C. Contractor is prohibited from using the Work for any Contractor or third party marketing,
advertising, or promotional activities, without the prior written consent of System
Agency. The foregoing prohibition includes, without limitation, the placement of
banners, pop-up ads, or other advertisements promoting Contractor's or a third party's
products, services, workshops, trainings, or other commercial offerings on any website
portal or internet-based service or software application hosted or managed by Contractor
as part of the Work.
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9.16 PROHIBITION ON NON-COMPETE RESTRICTIONS
Grantee shall 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.
9.17 NO WAIVER OF SOVEREIGN IMMUNITY
Nothing in the Contract will be construed as a waiver of the System Agency's or the
State's sovereign immunity. This Contract shall not constitute or be construed as a waiver of
any of the privileges, rights, defenses, remedies, or immunities available to the System
Agency or the State of Texas. The failure to enforce,or any delay in the enforcement, of any
privileges, rights, defenses, remedies, or immunities available to the System Agency or the
State of Texas under the Contract or under applicable law shall not constitute a waiver of
such privileges, rights, defenses, remedies, or immunities or be considered as a basis for
estoppel. System Agency does not waive any privileges, rights, defenses, or immunities
available to System Agency by entering into the Contract or by its conduct prior to or
subsequent to entering into the Contract.
9.18 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.
9.19 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.
9.20 PROPER AUTHORITY
Each Party represents and warrants that the person executing this Contract on its behalf
has full power and authority to enter into this Contract.
9.21 E-VERIFY PROGRAM
Grantee certifies that it utilizes and will continue to utilize the U.S. Department of
Homeland Security's E-Verify system to determine the eligibility of:
i. all persons employed to perform duties within Texas during the term of the Contract;
and
ii. all persons, (including subcontractors) assigned by the Grantee to perform work
pursuant to the Contract within the United States of America.
9.22 CIVIL RIGHTS
A. Grantee agrees to comply with state and federal anti-discrimination laws,including:
i. Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d etseq.);
ii. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794);
iii. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.);
iv. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107);
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v. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688);
vi. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and
vii. The System Agency's administrative rules, as set forth in the Texas Administrative
Code, to the extent applicable to this Contract.
B. 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.
C. 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 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.
D. 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://hhscx.hhsc.texas.gov/system-support-services/civil-rights/publications
E. 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 fmancial 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.
F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the
Grantee's civil rights policies and procedures.
G. Grantee must notify HHSC's Civil Rights Office of any civil rights complaints received
relating to its performance under this Contract. 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.
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9.23 SYSTEM AGENCY DATA
As between the Parties, all data and information acquired, accessed, or made available to
Contractor by or through System Agency or System Agency contractors, including all
electronic data generated, processed, transmitted, or stored by Contractor in the course of
providing data processing services in connection with Contractor's performance hereunder,
(the "System Agency Data"), is owned solely by System Agency. Contractor has no right
or license to use,analyze,aggregate,transmit,create derivatives of,copy,disclose,or process
the System Agency Data except as required for Contractor to fulfill its obligations under the
Contract or as authorized in advance in writing by System Agency. For the avoidance of
doubt, Contractor is expressly prohibited from using, and from permitting any third party to
use, System Agency Data for marketing,research, or other non-governmental or commercial
purposes,without the prior written consent of System Agency.
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.Attachment C
HEALTH AND HUMAN SERVICES
CONTRACT AFFIRMATIONS
The term "System Agency" used in these affirmations means HHS or any of the agencies of the
State of Texas that are overseen by HHSC under authority granted under Texas law and the
officers, employees, authorized representatives, and designees of those agencies. These agencies
include: HHSC and the Department of State Health Services.
By entering into this Contract, Contractor affirms, without exception, understands, and agrees
to comply with the following items through the life of the Contract:
1. Contractor represents and warrants that these Contract 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 and any related Solicitation.
2. Complete and Accurate Information
Contractor represents and warrants that all statements and information provided to System
Agency are current, complete, and accurate. This includes all statements and information
in this Contract and any related Solicitation Response.
3. Public Information Act
Contractor understands that System Agency will comply with the Texas Public Information
Act (Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and
opinions of the Attorney General of the State of Texas. Information, documentation, and
other material prepared and submitted in connection with this Contract or any related
Solicitation may be subject to public disclosure pursuant to the Texas Public Information
Act. In accordance with Section 2252.907 of the Texas Government Code, Contractor is
required to make any information created or exchanged with the State pursuant to the
Contract, and not otherwise excepted from disclosure under the Texas Public Information
Act, available in a format that is accessible by the public at no additional charge to the
State.
4. Contracting Information Requirements
Contractor represents and warrants that it will comply with the requirements of Section
552.372(a) of the Texas Government Code. Except as provided by Section 552.374(c) of
the Texas Government Code, the requirements of Subchapter J (Additional Provisions
Related to Contracting Information), Chapter 552 of the Government Code, may apply to
the Contract and the Contractor agrees that the Contract can be terminated if the Contractor
knowingly or intentionally fails to comply with a requirement of that subchapter.
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5. Assignment
A. Contractor shall not assign its rights under the contract or delegate the performance of
its duties under the contract without prior written approval from HHSC. Any attempted
assignment in violation of this provision is void and without effect.
B. Contractor 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. Upon
receipt of System Agency's notice of assignment, pledge, or transfer, Contractor shall
cooperate with System Agency in giving effect to such assignment,pledge, or transfer,
at no cost to System Agency or to the recipient entity
6. Terms and Conditions Attached to Response
Contractor accepts the Solicitation terms and conditions unless specifically noted by
exceptions advanced in the form and manner directed in the Solicitation, if any, under
which this Contract was awarded. Contractor agrees that all exceptions to the Solicitation,
as well as terms and conditions advanced by Contractor that differ in any manner from
System Agency's terms and conditions, if any, are rejected unless expressly accepted by
System Agency in writing.
7. System Agency Right to Use
Contractor agrees that System Agency has the right to use, produce, and distribute copies
of and to disclose to System Agency employees, agents, and contractors and other
governmental entities all or part of this Contract or any related Solicitation Response as
System Agency deems necessary to complete the procurement process or comply with state
or federal laws.
8. Release from Liability
Contractor generally releases from liability and waives all claims against any party
providing information about the Contractor at the request of System Agency.
9. Dealings with Public Servants
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 or any
related Solicitation, or related Solicitation Response.
10. Financial Participation Prohibited
Under Section 2155.004, Texas Government Code (relating to financial participation in
preparing solicitations), Contractor certifies that the individual or business entity named in
this Contract and any related Solicitation Response is not ineligible to receive this Contract
and acknowledges that this Contract may be terminated and payment withheld if this
certification is inaccurate.
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11. Prior Disaster Relief Contract Violation
Under Sections 2155.006 and 2261.053 of the Texas Government Code (relating to
convictions and penalties regarding Hurricane Rita, Hurricane Katrina, and other
disasters), the Contractor certifies that the individual or business entity named in this
Contract and any related Solicitation Response is not ineligible to receive this Contract and
acknowledges that this Contract may be terminated and payment withheld if this
certification is inaccurate.
12. Child Support Obligation
Under Section 231.006(d) of the Texas Family Code regarding child support, Contractor
certifies that the individual or business entity named in this Contract and any related
Solicitation Response is not ineligible to receive the specified payment and acknowledges
that the Contract may be terminated and payment may be withheld if this certification is
inaccurate.
13. Suspension and Debarment
Contractor certifies that it and its principals are not suspended or debarred from doing
business with the state or federal government as listed on the State of Texas Debarred
Vendor List maintained by the Texas Comptroller of Public Accounts and the System for
Award Management (SAM) maintained by the General Services Administration. 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 any, if payment in whole or
in part is from federal funds.
14. Excluded Parties
Contractor certifies that it is not listed in the prohibited vendors list authorized by
Executive Order 13224, "Blocking Property and Prohibiting Transactions with Persons
Who Commit, Threaten to Commit, or Support Terrorism,"published by the United States
Department of the Treasury, Office of Foreign Assets Control.'
15. Foreign Terrorists Organizations
Contractor represents and warrants that it is not engaged in business with Iran, Sudan, or a
foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government
Code.
16. Executive Head of a State Agency
In accordance with Section 669.003 of the Texas Government Code,relating to contracting
with the executive head of a state agency, Contractor certifies that it is not(1)the executive
head of an HHS agency, (2)a person who at any time during the four years before the date
of this Contract was the executive head of an HHS agency, or(3) a person who employs a
current or former executive head of an HHS agency.
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17. Human Trafficking Prohibition
Under Section 2155.0061 of the Texas Government Code, Contractor certifies that the
individual or business entity named in this Contract is not ineligible to receive this contract
and acknowledges that this Contract may be terminated and payment withheld if this
certification is inaccurate.
18. Franchise Tax Status
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.
19. Debts and Delinquencies
Contractor agrees that any payments due under this Contract shall be applied towards any
debt or delinquency that is owed to the State of Texas.
20. Lobbying Prohibition
Contractor represents and warrants that payments to Contractor and Contractor's receipt of
appropriated or other funds under this Contract or any related Solicitation 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).
21. Buy Texas
Contractor agrees to comply with Section 2155.4441 of the Texas Government Code,
requiring the purchase of products and materials produced in the State of Texas in
performing service contracts.
22. Disaster Recovery Plan
Contractor agrees that upon request of System Agency, Contractor shall provide copies of
its most recent business continuity and disaster recovery plans.
23. Technology Access
A. Contractor expressly acknowledges that state funds may not be expended in connection
with the purchase of an automated information system unless that system meets certain
statutory requirements relating to accessibility by persons with visual impairments.
Accordingly,Contractor represents and warrants to System Agency that the technology
provided to System Agency for purchase (if applicable under this Contract or any
related Solicitation) is capable, either by virtue of features included within the
technology or because it is readily adaptable by use with other technology, of:
i. providing equivalent access for effective use by both visual and non-visual means;
ii. presenting information,including prompts used for interactive communications,in
formats intended for non-visual use; and
iii. being integrated into networks for obtaining, retrieving, and disseminating
information used by individuals who are not blind or visually impaired.
B. For purposes of this Section, the phrase "equivalent access" means a substantially
similar ability to communicate with or make use of the technology, either directly by
features incorporated within the technology or by other reasonable means such as
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assistive devices or services which would constitute reasonable accommodations under
the Americans With Disabilities Act or similar state or federal laws. Examples of
methods by which equivalent access may be provided include, but are not limited to,
keyboard alternatives to mouse commands and other means of navigating graphical
displays, and customizable display appearance.
C. In accordance with Section 2157.005 of the Texas Government Code, the Technology
Access Clause contract provision remains in effect for any contract entered into before
September 1, 2006.
24. Computer Equipment Recycling Program
If this Contract is for the purchase or lease of computer equipment,then Contractor certifies
that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety
Code related to the Computer Equipment Recycling Program and the Texas Commission
on Environmental Quality rules in 30 TAC Chapter 328.
25. Television Equipment Recycling
If this Contract is for the purchase or lease of covered television equipment,then Contractor
certifies that it is compliance with Subchapter Z, Chapter 361 of the Texas Health and
Safety Code related to the Television Equipment Recycling Program.
26. Cybersecurity Training
A. Contractor represents and warrants that it will comply with the requirements of Section
2054.5192 of the Texas Government Code relating to cybersecurity training and
required verification of completion of the training program.
B. Contractor represents and warrants that if Contractor or Subcontractors, officers, or
employees of Contractor have access to any state computer system or database, the
Contractor, Subcontractors, officers, and employees of Contractor shall complete
cybersecurity training pursuant to and in accordance with Government Code, Section
2054.5192.
27. Restricted Employment for Certain State Personnel
Contractor acknowledges that, pursuant to Section 572.069 of the Texas Government
Code, a former state officer or employee of a state agency who during the period of state
service or employment participated on behalf of a state agency in a procurement or contract
negotiation involving Contractor may not accept employment from Contractor before the
second anniversary of the date the Contract is signed or the procurement is terminated or
withdrawn.
28. Disclosure of Prior State Employment
If this Contract is for consulting services under Chapter 2254 of the Texas Government
Code, in accordance with Section 2254.033 of the Texas Government Code, Contractor
certifies that it does not employ an individual who was employed by System Agency or
another agency at any time during the two years preceding the submission of any related
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Solicitation Response related to this Contract or,in the alternative,Contractor has disclosed
in any related Solicitation Response the following:
i. the nature of the previous employment with System Agency or the other agency;
ii. the date the employment was terminated; and
iii. the annual rate of compensation at the time of the employment was terminated.
29. No Conflicts of Interest
A. Contractor represents and warrants that it has no actual or potential conflicts of interest
in providing the requested goods or services to System Agency under this Contract or
any related Solicitation and that Contractor's provision of the requested goods and/or
services under this Contract and any related Solicitation will not constitute an actual or
potential conflict of interest or reasonably create an appearance of impropriety.
B. Contractor agrees that, if after execution of the Contract, Contractor discovers or is
made aware of a Conflict of Interest, Contractor will immediately and fully disclose
such interest in writing to HHSC. In addition, Contractor will promptly and fully
disclose any relationship that might be perceived or represented as a conflict after its
discovery by Contractor or by HHSC as a potential conflict. HHSC reserves the right
to make a final determination regarding the existence of Conflicts of Interest, and
Contractor agrees to abide by HHSC's decision.
30. Fraud, Waste, and Abuse
Contractor understands that System Agency does not tolerate any type of fraud. The
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 System
Agency policies regarding fraud including,but not limited to, HHS Circular C-027.
31. Antitrust
The undersigned affirms under penalty of perjury of the laws of the State of Texas that:
A. in connection with this Contract and any related Solicitation Response, neither I nor
any representative of the Contractor has violated any provision of the Texas Free
Enterprise and Antitrust Act, Tex. Bus. &Comm. Code Chapter 15;
B. in connection with this Contract and any related Solicitation Response, neither I nor
any representative of the Contractor has violated any federal antitrust law; and
C. neither I nor any representative of the Contractor has directly or indirectly
communicated any of the contents of this Contract and any related Solicitation
Response to a competitor of the Contractor or any other company, corporation, firm,
partnership or individual engaged in the same line of business as the Contractor.
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32. Legal and Regulatory Actions
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 in numbered
paragraph 1 of these Contract Affirmations within the five (5) calendar years immediately
preceding execution of this Contract or the submission of any related Solicitation Response
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 System Agency's
consideration of entering 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 System 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 System Agency's consideration of entering into this
Contract. In addition,Contractor acknowledges this is a continuing disclosure requirement.
Contractor represents and warrants that Contractor shall notify System 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 System Agency shall constitute
breach of contract and may result in immediate contract termination.
33. No Felony Criminal Convictions
Contractor represents that neither Contractor nor any of its employees, agents, or
representatives, including any subcontractors and employees, agents, or representative of
such subcontractors, have been convicted of a felony criminal offense or that if such a
conviction has occurred Contractor has fully advised System Agency in writing of the facts
and circumstances surrounding the convictions.
34. Unfair Business Practices
Contractor represents and warrants that it has not been the subject of allegations of
Deceptive Trade Practices violations under Chapter 17 of the Texas Business and
Commerce Code, or allegations of any unfair business practice in any administrative
hearing or court suit and that Contractor has not been found to be liable for such practices
in such proceedings. Contractor certifies that it has no officers who have served as officers
of other entities who have been the subject of allegations of Deceptive Trade Practices
violations or allegations of any unfair business practices in an administrative hearing or
court suit and that such officers have not been found to be liable for such practices in such
proceedings.
35. Entities that Boycott Israel
Pursuant to Section 2271.002 of the Texas Government Code, Contractor certifies that
either:
i. it meets an exemption criteria under Section 2271.002; or
ii. it does not boycott Israel and will not boycott Israel during the term of the contract
resulting from this Solicitation. If Contractor refuses to make that certification,
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Contractor shall state here any facts that make it exempt from the boycott
certification:
36. E-Verify Program
Contractor certifies that for contracts for services, Contractor shall utilize the U.S.
Department of Homeland Security's E-Verify system during the term of this Contract to
determine the eligibility of:
i. all persons employed by Contractor to perform duties within Texas; and
ii. all persons, including subcontractors, assigned by Contractor to perform work
pursuant to this Contract within the United States of America.
37. Professional or Consulting Contract
If this Contract is an employment contract, a professional services contract under Chapter
2254 of the Texas Government Code,or a consulting services contract under Chapter 2254
of the Texas Government Code,Contractor represents and warrants that neither Contractor
nor any of Contractor's employees including,but not limited to,those authorized to provide
services under the contract, were former employees of an HHS Agency during the twelve
(12)month period immediately prior to the date of the execution of the contract.
38. Former Agency Employees
Contractor represents and warrants,during the twelve(12)month period immediately prior
to the date of the execution of this Contract,none of its employees including,but not limited
to those who will provide services under the Contract,was an employee of an HHS Agency.
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 System Agency to perform services under this
Contract during the twelve (12) month period immediately following the employee's last
date of employment at the System Agency.
39. Disclosure of Prior State Employment
If this Contract is for consulting services,
A. In accordance with Section 2254.033 of the Texas Government Code, a Contractor
providing consulting services who has been employed by, or employs an individual
who has been employed by,HHSC or another State of Texas agency at any time during
the two years preceding the submission of Contractor's offer to provide services must
disclose the following information in its offer to provide services. Contractor hereby
certifies that this information was provided and remains true, correct, and complete:
i. Name of individual(s) (Respondent or employee(s));
ii. Status;
iii. The nature of the previous employment with HHSC or the other State of Texas
agency;
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iv. The date the employment was terminated and the reason for the termination; and
v. The annual rate of compensation for the employment at the time of its
termination.
B. If no information was provided in response to Section A above, Contractor certifies
that neither Contractor nor any individual employed by Contractor was employed by
HHSC or any other State of Texas agency at any time during the two years preceding
the submission of Contractor's offer to provide services.
40. Abortion Funding Limitation
Contractor understands, acknowledges, and agrees that, pursuant to Article IX, Section
6.25 of the General Appropriations Act(the Act),to the extent allowed by federal and state
law,money appropriated by the Texas Legislature may not be distributed to any individual
or entity that, during the period for which funds are appropriated under the Act:
i. performs an abortion procedure that is not reimbursable under the state's Medicaid
program;
ii. is commonly owned,managed,or controlled by an entity that performs an abortion
procedure that is not reimbursable under the state's Medicaid program; or
iii. is a franchise or affiliate of an entity that performs an abortion procedure that is
not reimbursable under the state's Medicaid program.The provision does not apply
to a hospital licensed under Chapter 241, Health and Safety Code, or an office
exempt under Section 245.004(2), Health and Safety Code. Contractor represents
and warrants that it is not ineligible,nor will it be ineligible during the term of this
Contract,to receive appropriated funding pursuant to Article IX, Section 6.25.
41. Funding Eligibility
Contractor understands, acknowledges, and agrees that, pursuant to Chapter 2272 of the
Texas Government Code, except as exempted under that Chapter, HHSC cannot contract
with an abortion provider or an affiliate of an abortion provider. Contractor certifies that it
is not ineligible to contract with HHSC under the terms of Chapter 2272 of the Texas
Government Code. If Contractor refuses to make that certification, Contractor shall state
here any facts that make it exempt from the certification:
42. False Representation
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.
43. False Statements
Contractor represents and warrants that all statements and information prepared and
submitted by Contractor in this Contract and any related Solicitation Response are current,
complete, true, and accurate. Contractor acknowledges any false statement or material
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misrepresentation made by Contractor during the performance of this Contract or any
related Solicitation is a material breach of contract and may void this Contract. Further,
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.
44. Permits and License
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, statutes, codes, and other laws that pertain to this Contract.
45. Drug-Free Workplace
Contractor represents and warrants that it shall comply with the applicable provisions of
the Drug-Free Work Place Act of 1988 (41 U.S.C. §701 et seq.) and maintain a drug-free
work environment.
46. Equal Employment Opportunity
Contractor represents and warrants its compliance with all applicable duly enacted state
and federal laws governing equal employment opportunities.
47. Federal Occupational Safety and Health Law
Contractor represents and warrants that all articles and services shall meet or exceed the
safety standards established and promulgated under the Federal Occupational Safety and
Health Act of 1970, as amended(29 U.S.C. Chapter 15).
48. Signature Authority
Contractor represents and warrants that the individual signing this Contract Affirmations
document is authorized to sign on behalf of Contractor and to bind the Contractor.
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Authorized representative on behalf of Contractor must complete and sign the following:
Legal Name of Contractor
Assumed Business Name of Contractor, if applicable (D.B.A. or `doing business as')
Texas County(s) for Assumed Business Name (D.B.A. or `doing business as')
Attach Assumed Name Certificate(s) for each County
Signature of Authorized Representative Date Signed
Printed Name of Authorized Representative Title of Authorized Representative
First,Middle Name or Initial, and Last Name
Physical Street Address City, State, Zip Code
Mailing Address,if different City, State, Zip Code
Phone Number Fax Number
Email Address DUNS Number
Federal Employer Identification Number Texas Payee ID No.— 11 digits
Texas Franchise Tax Number Texas Secretary of State Filing
Number
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( %'\ TEXA.S
'••9 ems1 Health and Human Services
.. • .-
...•.•.....• ••.
Health and Human Services Commission
WIC Local Agency Special Conditions
Version 1.1
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TABLE OF CONTENTS
SUPPLEMENTAL CONDITIONS 2
SPECIAL CONDITIONS
Article I. Special Definitions 4
Article II. Grantee Personnel 5
Section 2.01 Qualifications 5
Section 2.02 Conduct and Removal 5
Article III. Confidentiality 5
Section 3.01 Confidential System Information 5
Article IV. Miscellaneous Provisions 6
Section 4.01 Minor Administrative Changes 6
Section 4.02 Conflicts of Interest 6
Section 4.03 Flow Down Provisions 7
Section 4.06 Incorporation of Terms in Subcontracts. 8
"Capital Assets" are tangible or intangible assets used in operations having a useful life of
more than one year. Capital assets include(1) Land,buildings (facilities), equipment, and
intellectual property(including software) whether acquired by purchase, construction,
manufacture, lease-purchase, exchange; and(2) Additions, improvements, modifications,
replacements, rearrangements, reinstallations, renovations or alterations to capital assets that
materially increase their value or useful life (not ordinary repairs and maintenance). 10
"Equipment" is tangible and intangible personal property(including information technology
systems)having a useful life of more than one year and a per-unit acquisition cost which
equals or exceeds $5,000. 10
• "Intangible Property" is considered equipment but has no physical existence, such as
trademarks, copyrights,patents and patent applications and property, such as loans, notes and
other debt instruments, lease agreements, stock and other instruments of property ownership
(whether the property is tangible or intangible). 10
"Supplies" is defined as consumable items necessary to carry out the services under this
Contract including medical supplies, drugs,janitorial supplies, office supplies,patient
educational supplies, and any items of tangible personal property other than those defined as
Capital assets, Designated Reportable Assets, and equipment above. 10
Article V. DSHS Legacy Provisions 13
Section 5.01 Notice of Criminal Activity and Disciplinary Actions 13
Section 5.02 Notice of IRS or TWC Insolvency 14
Section 5.03 Disaster Services 14
Section 5.04 Consent by Non-Parent or Other State Law to Medical Care of a Minor 14
Section 5.05 Telemedicine/Telepsychiatry Medical Services 14
Section 5.06 Services and Information for Persons with Limited English Proficiency 15
Section 5.07 HIV/AIDS Model Workplace Guidelines 1 5
Section 5.08 Medical Records Retention 16
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Section 5.09 Notice of a License Action 16
Section 5.10 Interim Extension Amendment 16
Section 5.11 Child Abuse Reporting Requirement 17
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HHSC SUPPLEMENTAL CONDITIONS
THE FOLLOWING SUPPLEMENTAL CONDITIONS APPLY TO THIS CONTRACT AND
MODIFY THE HHS UNIFORM TERMS AND CONDITIONS
Section 2.2 Final Billing Submission, of the Health and Human Services Commission
Uniform Terms and Conditions—Grant,Version 2.16.1, is revised to read as follows:
Unless otherwise provided by the System Agency, Grantee shall submit a reimbursement or
payment request as a final close-out invoice not later than sixty(60) calendar days following
the end of the term of the Contract. Reimbursement or payment requests received after the
deadline may not be paid.
Section 2.3 Financial Status Reports (FSRs), of the Health and Human Services Commission
Uniform Terms and Conditions—Grant,Version 2.16.1, is revised to read as follows:
Except as otherwise provided, for contracts with categorical budgets, Grantee shall submit
quarterly FSRs to System Agency by the last business day of the month following the end of
each quarter for System Agency review and financial assessment. Grantee shall submit the
final FSR no later than sixty(60) calendar days following the end of the applicable term.
Section 9.2 Insurance, of the Health and Human Services Commission Uniform Terms and
Conditions - Grant, Version 2.16.1, is revised to add the following passage:
C. Pursuant to Chapter 2259 of the Texas Government Code entitled, "Self-Insurance by
Governmental Units,"Grantee is not required to purchase insurance if self-insured.
Section 9.22 Civil Rights, of the Health and Human Services Commission Uniform Terms
and Conditions—Grant, Version 2.16.1, is modified to add the following:
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
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.
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.
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Article VIII Contract Management and Early Termination Provision of the Health and
Human Services Commission Uniform Terms and Conditions—Grant, Version 2.16.1, 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.
Article IX, Miscellaneous Provisions, of the HHSC Uniform Terms and Conditions — Grant
version 2.16.1, is amended to add a new Subsection 9.24 as follows:
9.24 Identity
The Grantee must notify System Agency in writing at least sixty(60) calendar days before the
intended effective date of any change in legal entity status,such as ownership or control,name
change, legal status with the Texas Secretary of State, or State Comptroller's Texas
Identification Number.
Grantee will notify System Agency in writing within ten (10) calendar days any change in
administrator or director; and within seven (7) working days of any change in the contact
telephone number designated in the contract.
HHSC SPECIAL CONDITIONS
The terms and conditions of these Special Conditions are incorporated into and made a part of the
Contract. Capitalized items used in these Special Conditions and not otherwise defined have the
meanings assigned to them in HHSC Grantee Uniform Terms and Conditions—Version. 2.14.
Article I. SPECIAL DEFINITIONS
"Conflict of Interest" means a set of facts or circumstances, a relationship, or other situation
under which Grantee, a Subcontractor, or individual has past, present, or currently planned
personal or financial activities or interests that either directly or indirectly: (1) impairs or
diminishes the Grantee's, or Subcontractor's ability to render impartial or objective assistance or
advice to the HHSC; or(2)provides the Grantee or Subcontractor an unfair competitive advantage
in future HHSC procurements.
"Grantee Agents"means Grantee's representatives, employees,officers,as well as any contractor
or subgrantee's employees, contractors, officers,principals and agents.
"Data Use Agreement"means the agreement incorporated into the Contract to facilitate creation,
receipt, maintenance,use, disclosure or access to Confidential Information.
"Item of Noncompliance" means Grantee's acts or omissions that: (1) violate a provision of the
Contract; (2) fail to ensure adequate performance of the Project; (3)represent a failure of Grantee
to be responsive to a request of HHSC relating to the Project under the Contract.
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"Minor Administrative Change"refers to a change to the Contract that does not increase the fees
or term and done in accordance with Section 6.02 of these Special Conditions.
"Confidential System Information"means any communication or record(whether oral, written,
electronically stored or transmitted,or in any other form)provided to or made available to Grantee;
or that Grantee may create, receive, maintain, use, disclose or have access to on behalf of HHSC
or through performance of the Project, which is not designated as Confidential Information in a
Data Use Agreement.
"State"means the State of Texas and,unless otherwise indicated or appropriate,will be interpreted
to mean HHSC and other agencies of the State of Texas that may participate in the administration
of HHSC Programs; provided, however,that no provision will be interpreted to include any entity
other than HHSC as the contracting agency.
"Software" means all operating system and applications software used or created by Grantee to
perform the work under the Contract.
"UTC"means HHSC's Uniform Terms and Conditions—Grantee-Version 2.15.
Article II. GRANTEE PERSONNEL
Section 2.01 Qualifications
Grantee agrees to maintain the organizational and administrative capacity and capabilities
proposed in its response to the Solicitation, as modified, to carry out all duties and responsibilities
under the Contract. Grantee Agents assigned to perform the duties and responsibilities under the
Contract must be and remain properly trained and qualified for the functions they are to perform.
Notwithstanding the transfer or turnover of personnel, Grantee remains obligated to perform all
duties and responsibilities under the Contract without degradation and in strict accordance with
the terms of the Contract.
Section 2.02 Conduct and Removal
While performing the Project, Grantee Agents must comply with applicable Contract terms, State
and federal rules, regulations, HHSC's policies, and HHSC's requests regarding personal and
professional conduct; and otherwise conduct themselves in a businesslike and professional
manner.
If HHSC determines in good faith that a particular Grantee Agent is not conducting himself or
herself in accordance with the terms of the Contract, HHSC may provide Grantee with notice and
documentation regarding its concerns. Upon receipt of such notice, Grantee must promptly
investigate the matter and, at HHSC's election,take appropriate action that may include removing
the Grantee Agent from performing the Project.
Article III. CONFIDENTIALITY
Section 3.01 Confidential System Information
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HHSC prohibits the unauthorized disclosure of Other Confidential Information. Grantee and all
Grantee Agents will not disclose or use any Other Confidential Information in any manner except
as is necessary for the Project or the proper discharge of obligations and securing of rights under
the Contract. Grantee will have a system in effect to protect Other Confidential Information. Any
disclosure or transfer of Other Confidential Information by Grantee, including information
requested to do so by HHSC,will be in accordance with the Contract. If Grantee receives a request
for Other Confidential Information, Grantee will immediately notify HHSC of the request, and
will make reasonable efforts to protect the Other Confidential Information from disclosure until
further instructed by the HHSC.
Grantee will notify HHSC promptly of any unauthorized possession, use, knowledge, or attempt
thereof, of any Other Confidential Information by any person or entity that may become known to
Grantee. Grantee will furnish to HHSC all known details of the unauthorized possession, use, or
knowledge, or attempt thereof, and use reasonable efforts to assist HHSC in investigating or
preventing the reoccurrence of any unauthorized possession,use,or knowledge,or attempt thereof,
of Other Confidential Information.
HHSC will have the right to recover from Grantee all damages and liabilities caused by or arising
from Grantee or Grantee Agents' failure to protect HHSC's Confidential Information as required
by this section.
IN COORDINATION WITH THE INDEMNITY PROVISIONS
CONTAINED IN THE UTC, Grantee WILL INDEMNIFY AND HOLD
HARMLESS HHSC FROM ALL DAMAGES, COSTS, LIABILITIES, AND
EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE
ATTORNEYS' FEES AND COSTS) CAUSED BY OR ARISING FROM
Grantee OR Grantee AGENTS FAILURE TO PROTECT OTHER
CONFIDENTIAL INFORMATION. Grantee WILL FULFILL THIS
PROVISION WITH COUNSEL APPROVED BY HHSC.
Article IV. MISCELLANEOUS PROVISIONS
Section 4.01 Minor Administrative Changes
HHSC's designee, referred to as the Contract Manager, Project Sponsor, or other equivalent, in
the Contract, is authorized to provide written approval of mutually agreed upon Minor
Administrative Changes to the Project or the Contract that do not increase the fees or term.
Changes that increase the fees or term must be accomplished through the formal amendment
procedure, as set forth in the UTC. Upon approval of a Minor Administrative Change,HHSC and
Grantee will maintain written notice that the change has been accepted in their Contract files.
Section 4.02 Conflicts of Interest
Grantee warrants to the best of its knowledge and belief, except to the extent already disclosed to
HHSC,there are no facts or circumstances that could give rise to a Conflict of Interest and further
that Grantee or Grantee Agents have no interest and will not acquire any direct or indirect interest
that would conflict in any manner or degree with their performance under the Contract. Grantee
will, and require Grantee Agents, to establish safeguards to prohibit Contract Agents from using
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their positions for a purpose that constitutes or presents the appearance of personal or
organizational Conflict of Interest, or for personal gain. Grantee and Grantee Agents will operate
with complete independence and objectivity without actual, potential or apparent Conflict of
Interest with respect to the activities conducted under the Contract.
Grantee agrees that, if after Grantee's execution of the Contract, Grantee discovers or is made
aware of a Conflict of Interest, Grantee will immediately and fully disclose such interest in writing
to HHSC. In addition, Grantee will promptly and fully disclose any relationship that might be
perceived or represented as a conflict after its discovery by Grantee or by HHSC as a potential
conflict. HHSC reserves the right to make a final determination regarding the existence of
Conflicts of Interest, and Grantee agrees to abide by HHSC's decision.
If HHSC determines that Grantee was aware of a Conflict of Interest and did not disclose the
conflict to HHSC, such nondisclosure will be considered a material breach of the Contract.
Furthermore, such breach may be submitted to the Office of the Attorney General, Texas Ethics
Commission, or appropriate State or federal law enforcement officials for further action.
Section 4.03 Flow Down Provisions
Grantee must include any applicable provisions of the Contract in all subcontracts based on the
scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will
be modified appropriately to preserve the State's rights under the Contract.
Section 4.04 Contracts with Subcontractors.
a. Grantee may enter into contracts with subcontractors unless restricted or otherwise
prohibited in the Contract.
b. Grantee must obtain prior written approval from System Agency before entering into an
agreement which subcontracts any portion of Grantee's Scope of Work.
c. Grantees are prohibited from subcontracting with for-profit organizations under this
Contract.
d. Subcontracting shall be conducted solely at the Grantee's expense;
e. Prior to entering into a subcontract agreement equaling or exceeding $100,000, Grantee
will obtain written approval from the System Agency.
f. Obtain written approval before modifying any subcontract agreement to cause the
agreement to exceed$100,000.
g. Establish written policies and procedures for competitive procurement and monitoring of
subcontracts and will produce a subcontracting monitoring plan.
h. Monitor subcontractors for both financial and programmatic performance and will
maintain pertinent records.
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i. Submit quarterly monitoring reports to the System Agency in a format determined by the
System Agency.
j. ensure that subcontracts are fully aware of the requirements placed upon them by
state/federal statutes, rules, and regulations and by the provisions of this Contract.
k. Ensure all subcontracts, 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.
1. Ensure and be responsible for the performance of the subcontractor(s).
m. Not contract with a subcontractor,at any tier,that is debarred,suspended,or excluded from
or ineligible for participation in federal assistance programs or if the subcontractor would
be otherwise ineligible to abide by the terms of this Contract.
Section 4.05 Status of Subcontractors.
Grantees will require that all subcontractors certify that they are/have:
a. In good standing with all state and federal funding and regulatory agencies;
b. Not currently debarred, suspended or otherwise excluded from participation in federal
grant programs;
c. Not delinquent on any repayment agreements;
d. Not had a required license or certification revoked;
e. Not ineligible under the terms of the Contract; and
f. Not had a contract terminated by the System Agency.
g. Not voluntarily surrendered within the past three years any license issued by System
Agency.
Section 4.06 Incorporation of Terms in Subcontracts.
a. Grantee will include in all its contracts with subrecipient subcontractors and solicitations
for subrecipient subcontracts, without modification(except as required to make applicable
to the subcontract):
1. Statement of Work
2. Uniform Terms and Conditions
3. Supplemental and Special Conditions
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4. Federal Assurances and Certifications
5. Non-Exclusive List of Applicable Laws
6. A provision granting to the System Agency, State Auditor's Office (SAO), Office of
Inspector General(OIG), and the Comptroller General of the United States, and any of
their representatives, the right of access to inspect the work and the premises on which
any work is performed, and the right to audit the subcontractor.
b. Grantee will ensure that all written agreements with subcontractors incorporate the terms
of this Contract so that all terms,conditions,provisions,requirements,duties and liabilities
under this Contract applicable to the services provided or activities conducted by a
subcontractor are passed down to that subcontractor.
c. No provision of this Contract creates privity of contract between the System Agency and
any subcontractor of Grantee.
Section 4.07 Notice of Legal Matter or Litigation.
Grantee will notify the contract manager assigned to this Contract of any litigation or legal matter
related to or affecting this Contract within seven (7) calendar days of becoming aware of the
litigation or legal matter.
Section 4.08 Grantee's Notification of Change of Contact Person or Key Personnel.
Within ten(10)business days, Grantee shall notify the assigned contract manager to this Contract
in writing of any change in the Grantee's Contact Persons or Key Personnel.
Section 4.09 Notice of Organizational change.
Within ten(10)business days, Grantee shall notify the assigned contract manager to this Contract
in writing of any change to Grantee's name, contact information, organizational structure, such as
merger, acquisition, or change in form of business, legal standing, or authority to do business in
Texas.
Section 4.10 Significant Incidents.
In addition to notifying the appropriate authorities, Grantee will notify the assigned contract
manager to this Contract in writing any significant incidents involving substantial disruption of
Grantee's program operation or affecting or potentially affecting the health, safety or welfare of
the System Agency funded clients or participants within three(3) calendar days of discovery.
Section 4.11 Equipment, Supplies and Property.
The Grantee shall have a property management system that meets federal requirements as stated
by this Contract and WIC program policy.
Items to be used for the originally authorized purpose as long as needed for that purpose, during
which time the Grantee not dispose of or encumber its title or other interests.
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Grantee will not encumber equipment purchased with System Agency funds without prior written
approval from the System Agency.
a. Definitions
"Capital Assets" are tangible or intangible assets used in operations having a useful life of
more than one year. Capital assets include (1) Land, buildings (facilities), equipment, and
intellectual property (including software) whether acquired by purchase, construction,
manufacture, lease-purchase, exchange; and (2) Additions, improvements, modifications,
replacements, rearrangements, reinstallations, renovations or alterations to capital assets that
materially increase their value or useful life(not ordinary repairs and maintenance).
"Designated Reportable Assets" for purposes of this Contract, are Designated Reportable
Assets any nonexpendable tangible personal property with an acquisition cost of$250 or more
but less than$5000.
Includes (1) desktop and laptop computers, non-portable printers and copiers, software,
firmware, (2) emergency management equipment, medical and laboratory equipment, and (3)
communication devices and systems, and media equipment.
"Equipment" is tangible and intangible personal property(including information technology
systems)having a useful life of more than one year and a per-unit acquisition cost which equals
or exceeds $5,000.
• "Intangible Property"is considered equipment but has no physical existence, such as
trademarks, copyrights, patents and patent applications and property, such as loans,
notes and other debt instruments, lease agreements, stock and other instruments of
property ownership (whether the property is tangible or intangible).
"Supplies" is defined as consumable items necessary to carry out the services under this
Contract including medical supplies, drugs, janitorial supplies, office supplies, patient
educational supplies, and any items of tangible personal property other than those defined as
Capital assets, Designated Reportable Assets, and equipment above.
b. Property Inventory
1. Items acquired by Grantee with grant funds that meets the equipment, capital assets,
and designated reportable assets definitions above, shall be physically inventoried
annually with results documented and maintained using the designated System Agency
inventory system and or forms.
2. Grantee shall complete the System Agency grant property inventory by August 31 and
the designated report updated/current by September 30.
3. Grantee's current inventory will be available upon request and for monitoring.
4. Grantee inventory shall be reconciled with the approved inventory report to verify the
existence, the current utilization, and continued need for the equipment.
5. Grantee property records shall be maintained by including the following:
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i. Description of the property,
ii. Serial number or other identification number,
iii. Source of funding for the property,
iv. Who holds title,
v. Acquisition date,
vi. Cost of the property,
vii. Percentage of Federal participation in the project costs for the Federal award
under which the property was acquired, the location, use and condition of the
property,
viii. Disposition data including the date of disposal and sale price of the property.
c. Maintenance of Property
1. Grantee shall maintain,repair, and protect assets under this Contract to assure their full
availability and usefulness.
i. Grantee shall have adequate maintenance procedures developed to keep the
property in good condition.
ii. In addition to the Insurance provision of the Uniform Terms and Conditions,
Grantee will maintain insurance or other means of repairing or replacing assets
purchased with System Agency funds.
2. Grantee shall have a control system to ensure adequate safeguards to prevent loss,
damage, or theft of the property. Any loss, damage, or theft must be investigated and
reported to System Agency.
i. Grantee shall report lost or stolen items to System Agency within five (5) days
after discovery.
ii. If Grantee is indemnified, reimbursed, or otherwise compensated for any loss of,
destruction of, or damage to, the equipment, designated reportable assets, and/or
controlled assets covered by this policy, the Grantee shall use the proceeds to
repair or replace the equipment, or record the proceeds as program income.
d. Disposition of Property
1. Grantee shall reference WIC program policy and the current American Hospital
Association's (AHA) "Estimated Useful Lives of Depreciable Hospital Assets" in
disposing, of items purchased with grant funds that meet the equipment definition
stated above.
i. If,prior to the end of the useful life,any item that meets the equipment definition,
is no longer needed to perform services under this Contract, or becomes
inoperable, and 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.
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ii. Grantee will ensure that disposition of that item is in accordance with Grantee's
established organizational disposal policies, Generally Accepted Accounting
Principles, and any applicable federal guidance.
iii. When disposing of property,Grantee must have proper sales procedures to ensure
the highest possible return.
2. Grantee shall obtain disposition approval from System Agency on items that meet the
Capital Assets definition no matter the acquisition cost or useful life.
3. Grantee shall maintain all records for three (3) years after disposition, replacement, or
transfer of property funds.
e. Bankruptcy.
1. In the event of bankruptcy, Grantee will;
i. sever the System Agency property, equipment, and supplies in possession of
Grantee from the bankruptcy, and title must revert to the System Agency.
ii. when directed by the System Agency, return all such property, equipment and
supplies to the System Agency.
iii. ensure that its subcontracts, if any, contain a specific provision requiring that in
the event of the subcontractor's bankruptcy, the subcontractor must sever the
System Agency property, equipment, and supplies in possession of the
subcontractor from the bankruptcy, and title must revert to the System Agency,
who may require that the property, equipment and supplies be returned to the
System Agency.
f. Closeout of Equipment
1. 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 will submit
System Agency an inventory of equipment purchased with System Agency funds and
request disposition instructions for such equipment.
i. The title of equipment,capital assets,designated reportable assets equipment,and
supplies in possession of Grantee from the bankruptcy, will revert to the System
Agency.
2. All equipment purchased with System Agency funds must be secured by Grantee at the
time of Closeout, or termination of this Contract,and must be disposed of according to
the System Agency's disposition instructions, which may include return of the
equipment to System Agency or transfer of possession to another System Agency
Grantee, at Grantee's expense.
3. Grantee to ensure that its subcontracts, if any,must sever the System Agency property,
equipment, and supplies in possession of the subcontractor and title must revert to the
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System Agency,who may require that the property,equipment and supplies be returned
to the System Agency.
Section 4.12 Unilateral Amendment.
The System Agency reserves the right to amend this Contract through execution of a unilateral
amendment signed by the contract manager for this Contract and provided to the Contractor with
ten(10) days' notice prior to execution of the amendment under the following circumstances to:
a. To comply with a court order or judgment
b. Incorporate new or revised federal or state laws,regulations,rules or policies
c. Correct an obvious clerical error in this Contract;
d. Modify a Contract Number or Agency ID Number;
e. Change the name of the Contractor in order to reflect the Contractor's name as recorded
by the Texas Secretary of State.
f. To correct the name, mailing address, or contact information for persons named in the
Contract;
g. To update service descriptions or rates (if applicable);
h. To revise budget category or service type funding amounts without increasing or
decreasing the contract funding amount or
i. To change the state fiscal year funding amount,based on utilization of funds or availability
of funds.
Section 4.13 Bilateral Amendment.
Except as provided for the Unilateral Amendment in section 2.07, this Contract can only be
changed by a Bilateral Amendment executed by both Parties.
ARTICLE V. DSHS LEGACY PROVISIONS
Section 5.01 Notice of Criminal Activity and Disciplinary Actions
a. Grantee shall immediately report in writing to their contract manager when Grantee has
knowledge or any reason to believe 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:
1. Engaged in any activity that could constitute a criminal offense equal to or greater than
a Class A misdemeanor or grounds for disciplinary action by a state or federal
regulatory authority; or
2. 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.
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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 the System Agency.
Section 5.02 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 five days of the date of becoming aware of such.
Section 5.03 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 the 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;
k. Mental health and substance abuse;
1. Public health information;
m. Vector control and veterinary services; and
n. Victim identification and mortuary services.
Section 5.04 Consent by Non-Parent or Other State Law to Medical Care of a Minor
Unless a federal law applies, before a Grantee or its subcontractor can provide medical, dental,
psychological or surgical treatment to a minor without parental consent, informed consent must be
obtained as required by Texas Family Code Chapter 32.
Section 5.05 Telemedicine/Telepsychiatry Medical Services
If Grantee or its subcontractor uses telemedicine/telepsychiatry, these services shall be in
accordance with the Grantee's written procedures. Grantee must use a protocol approved by
Grantee's medical director and equipment that complies with the System Agency equipment
standards, if applicable. Grantee's procedures for providing telemedicine service must include the
following requirements:
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a. Clinical oversight by Grantee's medical director or designated physician responsible for
medical leadership;
b. Contraindication considerations for telemedicine use;
c. Qualified staff members to ensure the safety of the individual being served by telemedicine
at the remote site;
d. Safeguards to ensure confidentiality and privacy in accordance with state and federal laws;
e. Use by credentialed licensed providers providing clinical care within the scope of their
licenses;
f. Demonstrated competency in the operations of the system by all staff members who are
involved in the operation of the system and provision of the services prior to initiating the
protocol;
g. Priority in scheduling the system for clinical care of individuals;
h. Quality oversight and monitoring of satisfaction of the individuals served; and
i. Management of information and documentation for telemedicine services that ensures
timely access to accurate information between the two sites. Telemedicine Medical
Services does not include chemical dependency treatment services provided by electronic
means under 25 Texas Administrative Code Rule § 448.911.
Section 5.06 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 5.07 HIV/AIDS Model Workplace Guidelines
Grantee shall implement System Agency'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.
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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 5.08 Medical Records Retention
a. Grantee shall retain medical records in accordance with 22 TAC §165.1(b) or other
applicable statutes, rules and regulations governing medical information.
b. Grantee shall maintain full and complete records concerning WIC Program operations and
the following requirements:
1. 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.
2. 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.
3. 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 5.09 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 5.10 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. The System Agency 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. The System Agency will provide written notice of the interim extension amendment that
specifies the reason for it and period of time for the extension.
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d. Grantee will provide and invoice for services in the same manner that is stated in the
Contract.
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 the System Agency.
Section 5.11 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 comply with System Agency WIC Program Child Abuse policy.
c. Grantee shall use the System Agency's Child Abuse Reporting Form located at
www.System Agency.state.tx.us/childabusereporting as required by the System Agency.
Grantee shall retain reporting documentation on site and make it available for inspection
by the System Agency.
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OMB Number:4040-0007
Expiration Date: 02/28/2022
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.
5. Will comply with the Intergovernmental Personnel Act of 7. Will comply, or has already complied,with the
1970(42 U.S.C. §§4728-4763)relating to prescribed requirements of Titles II and III of the Uniform
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
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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
APPLICANT ORGANIZATION DATE SUBMITTED
Standard Form 424B(Rev.7-97)Back
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Fiscal Federal Funding Accountability and Transparency Act
(FFATA) CERTIFICATION
The certifications enumerated below represent material facts upon which DSHS relies when reporting
information to the federal government required under federal law. If the Department later determines
that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available
remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate
written notice to DSHS if at any time Signor learns that any of the certifications provided for below were
erroneous when submitted or have since become erroneous by reason of changed circumstances. If the
Signor cannot certify all of the statements contained in this section, Signor must provide written
notice to DSHS detailing which of the below statements it cannot certify and why.
Legal Name of Contractor: FFATA Contact# 1 Name, Email and Phone Number:
Primary Address of Contractor: FFATA Contact#2 Name, Email and Phone Number:
ZIP Code: 9-digits Required www.usps.com DUNS Number: 9-digits Required www.sam.gov
State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits
Printed Name of Authorized Representative Signature of Authorized Representative
Title of Authorized Representative Date
Health&Human Services Commission - 1 - Form 4734—June 2013
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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? Yes n 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? ❑ Yes ❑ 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 n 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:
Health&Human Services Commission - 2 - Form 4734—June 2013
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DATA USE AGREEMENT
BETWEEN THE
TEXAS HEALTH AND HUMAN SERVICES SYSTEM
AND
CONTRACTOR
This Data Use Agreement("DUA") is effective as of the date of the Base Contract into which it is
incorporated("Effective Date"),by and between the Texas Health and Human Services System,which
includes the Texas Health and Human Services Commission and the Department of State Health Services
("HHS")and Contractor(the"Base Contract").
ARTICLE 1. PURPOSE;APPLICABILITY;ORDER OF PRECEDENCE
The purpose of this DUA is to facilitate access to, creation, receipt, maintenance, use, disclosure or
transmission of 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. 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 HHS business_associates, as "business associate" is defined in the Health Insurance
Portability and Accountability Act(HIPAA), 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 a best practice,HHS requires its contractors to comply with
the terms of this DUA to safeguard all types of Confidential Information.
As of the Effective Date of this DUA,if any provision of the Base Contract conflicts with this DUA,
this DUA controls.
ARTICLE 2. DEFINITIONS
For the purposes of this DUA, capitalized,underlined terms have the following meanings:
"Authorized Purpose"means the specific purpose or purposes described in 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
(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.
"Breach" means an impermissible use or disclosure of electronic or non-electronic sensitive personal
information by an unauthorized person or for an unauthorized purpose that compromises the security or
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privacy of Confidential Information such that the use or disclosure poses a risk of reputational harm, theft
of financial information,identity theft,or medical identity theft.Any acquisition,access,use,disclosure or
loss of Confidential Information other than as permitted by this DUA shall be presumed to be a Breach
unless Contractor demonstrates, based on a risk assessment, that there is a low probability that the
Confidential Information has been compromised.
"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) Education records as defined in the Family Educational Rights and Privacy Act,20 U.S.C.
§1232g; 34 C.F.R. Part 99
(2) Federal Tax Information as defined in Internal Revenue Code§6103 and Internal Revenue
Service Publication 1075;
(3) Personal Identifying Information(PII) as defined in Texas Business and Commerce Code,
Chapter 521;
(4) Protected Health Information (PHI) in any form including without limitation, Electronic
Protected Health Information or Unsecured Protected Health Information as defined in 45
C.F.R. §160.103;
(5) Sensitive Personal Information (SPI) as defined in Texas Business and Commerce Code,
Chapter 521;
(6) Social Security Administration Data, including, without limitation, Medicaid information
means disclosures of information made by the Social Security Administration or the
Centers for Medicare and Medicaid Services from a federal system of records for
administration of federally funded benefit programs under the Social Security Act, 42
U.S.C., Chapter 7;
(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.
"Destroy","Destruction", for Confidential Information,means:
(1) Paper, film, or other hard copy media have been shredded or destroyed such that the
Confidential Information cannot be read or otherwise cannot be reconstructed. Redaction is specifically
excluded as a means of data destruction.
(2) Electronic media have been cleared, purged, or destroyed consistent with NIST Special
Publication 800-88, "Guidelines for Media Sanitization," such that the Confidential Information cannot be
retrieved.
"Discover, Discovery" means the first day on which a Breach becomes known to Contractor, or, by
exercising reasonable diligence would have been known to Contractor.
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"Legally Authorized Representative" of an individual, including as provided in 45 CFR 435.923
(authorized representative);45 CFR 164.502(g)(1)(personal representative);Tex.Occ. Code§ 151.002(6);
Tex.H.&S.Code§166.164(medical power of attorney);and Texas Estates Code§22.031 (representative).
"Required by Law" means a mandate contained in law that compels an entity to use or disclose
Confidential Information that is enforceable in a court of law,including court orders,warrants, subpoenas
or investigative demands.
"Subcontractor" means a person who contracts with a prime contractor to work,to supply commodities,
or to contribute toward completing work for a governmental entity.
"Workforce"means employees,volunteers,trainees or other persons whose performance of work is under
the direct control of a party,whether or not they are paid by that party.
ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION
Section 3.01 Obligations of Contractor
Contractor agrees that:
(A) With respect to PHI,Contractor shall:
(1) Make PHI available in a designated record set if requested by HHS,if Contractor maintains
PHI in a designated record set,as defined in HIPAA.
(2) Provide to HHS data aggregation services related to the healthcare operations Contractor
performs for HHS pursuant to the Base Contract, if requested by HHS, if Contractor provides data
aggregation services as defined in HIPAA.
(3) Provide access to PHI to an individual who is requesting his or her own PHI, or such
individual's Legally Authorized Representative,in compliance with the requirements of HIPAA.
(4) Make PHI available to HHS for amendment, and incorporate any amendments to PHI that
HHS directs, in compliance with HIPAA.
(5) Document and make available to HHS, an accounting of disclosures in compliance with
the requirements of HIPAA.
(6) If Contractor receives a request for access, amendment or accounting of PHI by any
individual, promptly forward the request to HHS or, if forwarding the request would violate HIPAA,
promptly notify HHS of the request and of Contractor's response. HHS will respond to all such requests,
unless Contractor is Required by Law to respond or HHS has given prior written consent for Contractor to
respond to and account for all such requests.
(B) With respect to ALL Confidential Information,Contractor shall:
(1) 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 Confidential Information from
being used in a manner that is not expressly an Authorized Purpose or as Required by Law.Contractor will
access, create, maintain, receive, 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.
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(2) Establish, implement and maintain appropriate procedural, administrative, physical and
technical safeguards to preserve and maintain the confidentiality, integrity, and availability of the
Confidential Information, in accordance with 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.
(3) Implement,update as necessary,and document privacy,security and Breach notice policies
and procedures and an incident response plan to address a Breach,to comply with the privacy,security and
breach notice requirements of this DUA prior to conducting work under the Base Contract. Contractor shall
produce,within three business days of a request by HHS, copies of its policies and procedures and records
relating to the use or disclosure of Confidential Information.
(4) Obtain HHS's prior written consent to disclose or allow access to any portion of the
Confidential Information to any person, other than Authorized Users, Workforce or Subcontractors of
Contractor who have completed training in confidentiality,privacy,security and the importance of promptly
reporting any Breach to Contractor's management and as permitted in Section 3.01(A)(3),above.Contractor
shall produce evidence of completed training to HHS upon request. HHS, at its election, may assist
Contractor in training and education on specific or unique HHS processes, systems and/or requirements.
All of Contractor's Authorized Users,Workforce and Subcontractors with access to a state computer system
or database will complete a cybersecurity training program certified under Texas Government Code Section
2054.519 by the Texas Department of Information Resources.
(5) 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 shall maintain evidence of sanctions and produce it to HHS upon request.
(6) Obtain prior written approval of HHS, to disclose or provide access to any Confidential
Information on the basis that such act is Required by Law,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 shall refrain from disclosing or providing access to the Confidential Information until HHS has
exhausted all alternatives for relief.
(7) Certify 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
and that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the
Confidential Information contained in this DUA. Contractor and its Subcontractors shall maintain at all
times an updated, complete, accurate list of Authorized Users and supply it to HHS upon request.
(8) Provide,and shall cause its Subcontractors and agents to provide,to HHS periodic written
confirmation of compliance with controls and the terms and conditions of this DUA.
(9) Return to HHS or Destroy, at HHS's election and at Contractor's expense,all Confidential
Information received from HHS or created or maintained by Contractor or any of Contractor's agents or
Subcontractors on HHS's behalf upon the termination or expiration of this DUA, if reasonably feasible and
permitted by law. Contractor shall certify in writing to HHS that all such Confidential Information 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
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impermissible by law, Contractor shall immediately notify HHS of the reasons such return or Destruction
is not feasible and agree to extend the protections of this DUA to the Confidential Information for as long
as Contractor maintains such Confidential Information.
(10) Complete and return with the Base Contract to HHS,attached as Attachment 2 to this DUA,
the HHS Security and Privacy Initial Inquiry (SPI) at https://hhs.texas.gov/laws-
regulations/forms/miscellaneous/hhs-information-security privacy-initial-inquiry-spi. The SPI identifies
basic privacy and security controls with which Contractor must comply to protect Confidential Information.
Contractor shall 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 shall be based on the National Institute of Standards and Technology (NIST) Special
Publication 800-53. Contractor shall update its security controls assessment whenever there are significant
changes in security controls for HHS Confidential Information and shall provide the updated document to
HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring
requirements.
(11) Comply with the HHS Acceptable Use Policy(AUP)and require each Subcontractor and
Workforce member who has direct access to HHS Information Resources,as defined in the AUP,to execute
an HHS Acceptable Use Agreement.
(12) 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 as required by rule,regulation or law.
Confidential Information at rest requires encryption unless there is adequate administrative,technical,and
physical security as required by rule,regulation or law. All electronic data transfer and communications of
Confidential Information shall be through secure systems. Contractor shall provide proof of system,media
or device security and/or encryption to HHS no later than 48 hours after HHS's written request in response
to a compliance investigation, audit, or the Discovery of a Breach. HHS may also request production of
proof of security at other times as necessary to satisfy state and federal monitoring requirements.
Deidentification of Confidential Information in accordance with HIPAA de-identification standards is
deemed secure.
(13) Designate and identify a person or persons, as Privacy Official 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 shall 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. Upon written notice from HHS, Contractor shall promptly remove
and replace such official(s)if such official(s) is not performing the required functions.
(14) Make available to HHS any information HHS requires to fulfill HHS's obligations to
provide access to,or copies of,Confidential Information in accordance with applicable laws,regulations or
demands of a regulatory authority relating to Confidential Information. Contractor shall provide such
information in a time and manner reasonably agreed upon or as designated by the applicable law or
regulatory authority.
(15) Comply with the following laws and standards if applicable to the type of Confidential
Information and Contractor's Authorized Purpose:
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• Title 1,Part 10,Chapter 202, Subchapter B,Texas Administrative Code;
• The Privacy Act of 1974;
• OMB Memorandum 17-12;
• The Federal Information Security Management Act of 2002 (FISMA);
• The Health Insurance Portability and Accountability Act of 1996(HIPAA);
• 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;
• Family Educational Rights and Privacy Act
• Texas Business and Commerce Code Chapter 521
• Any other State or Federal law,regulation, or administrative rule relating to the specific HHS
program area that Contractor supports on behalf of HHS.
(16) Be permitted to use or disclose Confidential Information for the proper management and
administration of Contractor or to carry out Contractor's legal responsibilities,except as otherwise
limited by this DUA,the Base Contract,or law applicable to the Confidential Information, if:
(a) Disclosure is Required by Law;
(b) Contractor obtains reasonable assurances from the person to whom the information is
disclosed that the person shall:
1. Maintain the confidentiality of the Confidential Information in accordance with
this DUA;
2. 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
3. Notify Contractor in accordance with Section 4.01 of a Breach of Confidential
Information that the person Discovers or should have Discovered with the exercise of
reasonable diligence.
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(C) With respect to ALL Confidential Information,Contractor shall NOT:
(1) Attempt to re-identify or further identify Confidential Information that has been
deidentified or attempt to contact any persons whose records are contained in the Confidential Information,
except for an Authorized Purpose,without express written authorization from HHS.
(2) Engage in prohibited marketing or sale of Confidential Information.
(3) 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 HHS without requiring
that Subcontractor first execute either the Form Subcontractor Agreement, Attachment 1, or
Contractor's own Subcontractor agreement that ensures that the Subcontractor shall comply with
the same safeguards and restrictions contained in this DUA for Confidential Information.
Contractor is directly responsible for its Subcontractors' compliance with,and enforcement of,this
DUA.
ARTICLE 4. BREACH NOTICE,REPORTING AND CORRECTION REQUIREMENTS
Section 4.01. Cooperation and Financial Responsibility.
(A) Contractor shall, at Contractor's expense, cooperate fully with HHS in investigating,
mitigating to the extent practicable, and issuing notifications as directed by HHS, for any Breach of
Confidential Information.
(B) Contractor shall make Confidential Information in Contractor's possession available
pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach.
(C) Contractor's obligation begins at the Discovery of a Breach and continues as long as related
activity continues,until all effects of the Breach are mitigated to HHS's satisfaction(the"incident response
period").
Section 4.02. Initial Breach Notice.
For federal information obtained from a federal system of records,including Federal Tax Information and
Social Security Administration Data (which includes Medicaid and other governmental benefit program
Confidential Information), Contractor shall notify HHS of the Breach within the first consecutive clock
hour of Discovery. The Base Contract shall specify whether Confidential Information is obtained from a
federal system of records. For all other types of Confidential Information Contractor shall notify HHS of
the Breach not more than 24 hours after Discovery, or in a timeframe otherwise approved by HHS in
writing. Contractor shall initially report to HHS's Privacy and Security Officers via email at:
privacyna HHSC.state.tx.us and to the HHS division responsible for the Base Contract.
Contractor shall report all information reasonably available to Contractor about the Breach.
Contractor shall 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.
Section 4.03 Third Business Day Notice: No later than 5 p.m. on the third business day after Discovery,
or a time within which Discovery reasonably should have been made by Contractor of a Breach of
Confidential Information, Contractor shall provide written notification to HHS of all reasonably available
information about the Breach,and Contractor's investigation,including,to the extent known to Contractor:
a.The date the Breach occurred;
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b. The date of Contractor's and, if applicable, Subcontractor's Discovery;
c. A brief description of the 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;
g. Contractor's initial risk assessment of the 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
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 Breach;
k. Identify,describe or estimate of the persons,Workforce, Subcontractor,or individuals and any
law enforcement that may be involved in the Breach;
I. A reasonable schedule for Contractor to provide regular updates regarding response to the
Breach, but no less than every three (3) business days, or as otherwise directed by HHS in
writing,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 a Breach that
HHS requests following Discovery.
Section 4.04. Investigation,Response and Mitigation.
(A) Contractor shall immediately conduct a full and complete investigation, respond to the
Breach,commit necessary and appropriate staff and resources to expeditiously respond,and report
as required to HHS for incident response purposes and for purposes of HHS's compliance with
report and notification requirements,to the satisfaction of HHS.
(B) Contractor shall complete or participate in a risk assessment as directed by HHS following
a Breach, and provide the final assessment, corrective actions and mitigations to HHS for review
and approval.
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(C) Contractor shall fully cooperate with HHS to respond to inquiries and/or proceedings by
state and federal authorities,persons and/or individuals about the Breach.
(D) Contractor shall fully cooperate with HHS's efforts to seek appropriate injunctive relief or
otherwise prevent or curtail such 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 4.05. Breach Notification to Individuals and Reporting to 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 comply with all applicable legal and regulatory requirements in the time,
manner and content of any notification to individuals, regulators or third-parties, or any notice
required by other state or federal authorities,including without limitation,notifications required by
Texas Business and Commerce Code, Chapter 521.053(b) and HIPAA. 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 shall provide HHS with draft notifications for HHS approval prior to
distribution and copies of distributed and approved communications.
(D) Contractor shall have the burden of demonstrating to the satisfaction of HHS that any
required notification was timely made. If there are delays outside of Contractor's control,
Contractor shall provide written documentation to HHS of the reasons for the delay.
(E) If HHS directs Contractor to provide notifications, 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.
ARTICLE 5. GENERAL PROVISIONS
Section 5.01 Ownership of Confidential Information
Contractor acknowledges and agrees that the Confidential Information is and shall remain the property of
HHS. Contractor agrees it acquires no title or rights to the Confidential Information.
Section 5.02 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 5.03 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, the Office of the Attorney
General of Texas,the State Auditor's Office,outside consultants, legal counsel or other designee.
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Section 5.04 Term; Termination of DUA; Survival
This DUA will be effective on the date on which Contractor executes the Base Contract and will terminate
upon termination of the Base Contract and as set forth herein. If the Base Contract is extended, this DUA
is extended to run concurrent with the Base Contract.
(A) 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
(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.
(B) If neither termination nor cure is feasible,HHS shall report the violation to the applicable regulatory
authorities.
(C) 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 5.05 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 5.06 Indemnification
To the extent permitted by the Texas Constitution,laws and rules,and without waiving any immunities
or defenses available to CONTRACTOR as a governmental entity, Contractor shall 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 HHS' 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,
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Subcontractors,or agents or other members of Contractor's Workforce. The duty to indemnify,defend and
hold harmless is independent of the duty to insure. Upon demand,Contractor shall reimburse HHS for any
and all losses,liabilities,lost profits,fines,penalties,costs or expenses(including costs of required notices,
investigation,and mitigation of a Breach,fines or penalties imposed on an Indemnified Party by a regulatory
authority,and reasonable attorneys' fees)which may be imposed upon any Indemnified Party to the extent
caused by and which results from the Contractor's failure to meet any of its obligations under this DUA.
Contractor's obligation to defend, indemnify and hold harmless any Indemnified Party will survive the
expiration or termination of this DUA.
Section 5.07 Insurance
(A) As a governmental entity,CONTRACTOR either maintains commercial insurance or self-
insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this
DUA. CONTRACTOR will either require that the policy name HHS as an additional insured or assign
any payments from the insurer related to CONTRACTOR's liability arising under this DUA directly to
HHS. HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy
CONTRACTOR's financial responsibility under this DUA. Nothing herein shall relieve
CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain
insurance.
(B) Contractor shall provide HHS with written proof that required insurance coverage is in
effect,at the request of HHS.
Section 5.08 Entirety of the Contract
This DUA 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 5.09 Automatic Amendment and Interpretation
Upon the effective date of any amendment or issuance of additional regulations to any 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 laws applicable to
Confidential Information.
Section 5.10 Notices; Requests for Approval
All notices and requests for approval related to this DUA must be directed to the HHS Chief Privacy Officer
at privacy(c,,hhsc.state.tx.us.
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ATTACHMENT 1. SUBCONTRACTOR AGREEMENT FORM
HHS CONTRACT NUMBER
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 CONTRACTOR which are subject to the DUA.
Subcontractor acknowledges,understands and agrees to be bound by the same 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 as defined by the DUA that
Subcontractor Discovers shall 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 shall:
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 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 Subcontractor'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 ,202 . DATE:
HHS Data Use Agreement v. 8.5
DOCt6lirio.
� secuesn
Certificate Of Completion
Envelope Id:631FCF3B1A06440F9779361DDB5646B2 Status: Sent
Subject:New$4,167,861;HHS000805800001;City of Port Authur;MSS/HDIS/HDS/WIC
Source Envelope:
Document Pages:93 Signatures:0 Envelope Originator:
Certificate Pages:3 Initials:0 Texas Health and Human Services Commission
AutoNav:Enabled 1100 W.49th St.
Envelopeld Stamping: Enabled Austin,TX 78756
Time Zone:(UTC-06:00)Central Time(US&Canada) PCS_DocuSign@hhsc.state.tx.us
IP Address: 167.137.1.12
Record Tracking
Status:Original Holder:Texas Health and Human Services Location: DocuSign
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Trey Wood Completed Sent:6/22/2020 4:09:54 PM
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Ron.burton@portarthurtx.gov Resent:8/31/2020 2:11:11 PM
City Manager
City of Port Arthur
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Andy Marker
Edward.Marker@hhsc.state.tx.us
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Dee Ann Budgewater
dee.budgewater@hhsc.state.tx.us
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Ellen Watkins COPIED Sent:6/22/2020 4:09:55 PM
ellen.watkins@hhsc.state.tx.us
Texas Health and Human Services—WIC Program
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Krisandra Wilson COPIED Sent:6/22/2020 4:09:55 PM
krisandra.wilson@hhsc.state.tx.us
Program Specialist V
HHSC
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Contract Specialist V
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