HomeMy WebLinkAboutPR 21909: APPROVAL OF THE NEW FY 2021 THROUGH FY 2024 CONTRACT WITH DEPARTMENT OF STATE HEALTH SERVICES TO INCREASE COVID-19 VACCINATIONS IN THIS JURISDICTION City of
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www.PortArthurTx.gov
Date: April 19, 2021
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 2024 contract between the City of
Port Arthur and the Department of State Health Services to increase COVID-19
vaccinations in this jurisdiction. The total award is $742,512.00 No City Match
Introduction:
The Department of State Health Services provides financial assistance to the City of Port
Arthur Health Department to supplement the delivery of public health services to Jefferson and
surrounding counties. Funding is available to assist the City's health department increase the
COVID-19 vaccinations in this jurisdiction.
Background: This grant was written to establish a strike team for this jurisdiction to provide
COVID-19 vaccinations to the high risk and underserved populations. Additional
nontraditional sites will be set up in various communities in this jurisdiction to provide
COVID-19 vaccinations.
Recommendation: It is recommended that the City Council approve P.R. No. 21909, which is
the FY 2021 to FY 2024 contract between the City of Port Arthur and the Department of State
Health Services.
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. No. 21909
04/19/2021-js
RESOLUTION NO.
A RESOLUTION APPROVING THE FY 2021-2024 CONTRACT
BETWEEN THE CITY OF PORT ARTHUR AND THE DEPARTMENT
OF STATE HEALTH SERVICES, COVID-19 IMMUNIZATION GRANT
PROGRAM TO INCREASE COVID-19 VACCINATION CAPACITY
ACROSS THIS JURISDICTION. THE TOTAL AMOUNT OF THIS
GRANT WILL NOT EXCEED $742,512.00 AND IT WILL BE EFFECTIVE
UPON SIGNATURE THROUGH 06/30/2024. NO CASH MATCH IS
REQUIRED.
WHEREAS,the Department of State Health Services provides financial assistance to the
Port Arthur City Health Department to supplement the delivery of public health services. This
Covid-19 Immunization Grant Program will allow the City's Health Department to increase the
COVID-19 vaccination capacity across this jurisdiction, especially to high risk and underserved
populations; and,
WHEREAS, this contract will be effective upon signatures of both parties and will
continue until 06/30/2024. The total amount of this grant will not exceed $742,512.00 with no
city cash match.
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 amendment between the City of Port Arthur and the Department of State Health
Services.
P. R. No. 21909
04/19/2021-js
Section 3. That, the City Council deems it is in the best interest of the City to
approve and authorize the City Manager and the Director of the City's Health Department to
execute the contract amendment between the Department of State Health Services and the City
of Port Arthur, Texas,to continue the immunization 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 April, 2021 A.D., at a
Regular Meeting of the City Council of the City of Port Arthur, Texas by the following Vote:
AYES: Mayor:
Councilmembers:
NOES:
Mayor
ATTEST:
Sherri Bellard, City Secretary
AP OVED AS TO FORM:
(0-yv b-eiLai(e-6
Val Tizeno, City Attorney
P. R. No. 21909
04/19/2021-js
APPROVED FOR ADMINISTRATION:
Ron Burton, City Manager Judith Smith, RN, BSN, Director of Health
DocuSign Envelope ID:52B285EE-375C-4EF4-AF6F-91A7716B1D3F
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 x No
If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification.
If your answer is "No", answer questions "A" and "B".
A. Certification Regarding % of Annual Gross from Federal Awards.
Did your organization receive 80% or more of its annual gross revenue from federal
awards during the preceding fiscal year? Yes x 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? Yes I x I No
If your answer is "Yes" to both question "A" and "B", you must answer question "C".
If your answer is "No" to either question "A" or "B", skip question "C" and finish the
certification.
C. Certification Regarding Public Access to Compensation Information.
Does the public have access to information about the compensation of the senior
executives in your business or organization (including parent organization, all branches,
and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the
Internal Revenue Code of 1986? Yes No
If your answer is "Yes" to this question, where can this information be accessed?
If your answer is "No" to this question, you must provide the names and total
compensation of the top five highly compensated officers below.
Provide compensation information here:
- 2 -
Department of State Health Services Form 4734—June 2013
DocuSign Envelope ID:52B285EE-375G-4EF4-AF6F-91A7716B1 D3F
SIGNATURE DOCUMENT FOR
DEPARTMENT OF STATE HEALTH SERVICES
CONTRACT No.HHS001019500028
UNDER THE
COVID-19 IMMUNIZATIONS GRANT PROGRAM
I. PURPOSE
The DEPARTMENT OF STATE HEALTH SERVICES ("SYSTEM AGENCY"), a pass-through
entity, and CITY OF PORT ARTHUR ("GRANTEE") (each a "Party" and collectively the
"Parties") enter into the following grant contract to provide funding for the COVID-19
Immunizations Grant Program (the "Contract").
II. LEGAL AUTHORITY
This Contract is authorized by and in compliance with the Public Health Services Act
Section 317, 42 U.S. Code Section 247B, and Texas Government Code Chapter 791 and
Texas Health and Safety Code Chapters 12 and 121.
III. DURATION
The Contract is effective on the signature date of the latter of the Parties to sign this
Contract and terminates on June 30, 2024, unless renewed, extended, or terminated
pursuant to the terms and conditions of the Contract. System Agency, at its sole discretion,
may extend this Contract for any period(s) of time, provided the Contract term, including
all extensions or renewals, does not exceed five years. 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 interests of the State.
IV. BUDGET
The total amount of this Contract will not exceed $742,512.00. Grantee is not required to
provide matching funds.
All expenditures under the Contract will be in accordance with ATTACHMENT B,BUDGET.
V. CONTRACT REPRESENTATIVES
The following will act as the representative authorized to administer activities under this
Contract on behalf of its respective Party.
HHSC Grant-v 2.14
Effective:February 1,2019
DocuSign Envelope ID:52B285EE-375C-4EF4-AF6F-91A7716B1D3F
System Agency Grantee
Department of State Health Services City of Port Arthur
P.O. Box 149347—Mail Code 1990 449 Austin Avenue
Austin, Texas 78714-9347 Port Arthur, Texas 77640
Attention: Holly Zoerner Attention: Judith A. Smith, BSN,RN
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
Health and Human Services Commission
Attn: Office of the Chief Counsel
MC1100
4900 North Lamar Boulevard
Austin, Texas 78751
With copy to
Department of State Health Services
Attention: General Counsel
P.O. Box 149347—Mail Code 1911
Austin, Texas 78714-9347
Grantee
City of Port Arthur
449 Austin Avenue
Port Arthur, Texas 77640
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
System Agency Data Universal Numbering System (DUNS)Number: 807391511
Federal Award Identification Number(FAIN): NH231P922616
DSHS Contract#HHS001019500028
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DocuSign Envelope ID:52B285EE-375C-4EF4-AF6F-91A7716B1D3F
Assistance Listing Name and Number: Immunization Cooperative Agreements 93.268
Federal Award Date: 01/15/2021
Federal Award Project Period through 6/30/2024
Name of Federal Awarding Agency: CDC Office of Financial Resources
Awarding Official Contact Information:
Freda Johnson
Email:wve2(a),cdc.gov
SIGNATURE PAGE FOLLOWS
DSHS Contract#HHS001019500028
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SIGNATURE PAGE FOR SYSTEM AGENCY
CONTRACT No.HHS001019500028
SYSTEM AGENCY GRANTEE
Signature Signature
Printed Name:_ Printed Name:
Title: Title:
Date of Execution: Date of Execution:
THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No.
HHS001019500028 ARE INCORPORATED BY REFERENCE:
ATTACHMENT A: STATEMENT OF WORK
ATTACHMENT B: BUDGET
ATTACHMENT C: HHS UNIFORM TERMS AND CONDITIONS-GRANT
ATTACHMENT D: HHS CONTRACT AFFIRMATIONS
ATTACHMENT E: FEDERAL ASSURANCES AND CERTIFICATIONS
ATTACHMENT F: HHS DATA USE AGREEMENT
ATTACHMENT G: FFATA FORM
ATTACHMENTS FOLLOW
DSHS Contract#HHS001019500028
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ATTACHMENT A
STATEMENT OF WORK
I. GRANTEE RESPONSIBILITIES
Grantee will conduct any of the following eligible activities that is aligned with the
approved workplan:
A. Increase COVID-19 vaccination capacity across the jurisdiction, including among
high-risk and underserved populations.
1. Increase the number of vaccine provider sites, including with pharmacies. This
can be done through a competitive application process, through enrollment of
specific providers into such a program, or through other means.
2. Enroll/train vaccine providers, including complementary providers, to build
capacity to vaccinate pediatric and adult populations in accordance with ACIP
recommendations.
3. Enlist/educate adult providers, including specialists that see high-risk patients,
to identify and refer patients to vaccination clinics if they are not themselves
vaccinators.
4. Fund local health departments to expand their operations (e.g., providing
vaccinations during evenings,overnight,and on weekends)and to increase their
throughput.
5. Support public health workforce recruitment and training including working
with health providers from rural communities, communities of color, and/or
communities of high social vulnerability(See CDC's Social Vulnerability Index
(SVI)).
6. Implement vaccine strike teams, mobile vaccine clinics, satellite clinics,
temporary, or off-site clinics to travel and provide vaccination services in non-
traditional settings and/or to supplement the work of local health departments
in underserved communities.
B. Ensure high-quality and safe administration of COVID-19 vaccines.
1. Implement site visits to COVID-19 vaccination clinics to provide monitoring
and quality assurance support (supportive supervision) and to promote quality
improvement.
2. Support vaccine administration sites by responding to issues, questions, and
ensuring training as needed for new products or changes to products.
3. Provide supplies (including personal protective equipment (PPE)), equipment,
and training to providers and partners for:
i. Vaccine storage and handling, including monitoring temperature of
vaccines
ii. Vaccine transport, including any vaccine-specific considerations, for
temporary mass vaccination clinics
iii. Vaccine administration
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4. Ensure vaccine administration sites have appropriate capabilities to address
adverse events, including anaphylaxis.
5. Support provider training and reporting of vaccine adverse events to VAERS.
C. Ensure equitable distribution and administration of COVID-19 vaccines.
1. Monitor vaccination coverage among population subgroups, identifying
populations and geographic areas with low coverage. Implement and evaluate
interventions and direct vaccine and vaccination efforts to increase coverage.
2. Monitor and improve access to vaccinations in communities of high social
vulnerability(CDC's Social Vulnerability Index (SVI)).
3. Continue and expand on the work of Vaccine Equity Committees (or similar
committees)to ensure transparency and engagement with the community.
4. Have a written plan to address high-risk and specific populations (including
older adults) and how to reach each group, including congregate settings (e.g.,
correctional facilities), homeless populations, essential workers, and others.
5. Partner, plan, and implement vaccination activities with critical organizations.
These organizations could include but are not limited to:
i. Colleges and Universities
ii. Occupational health settings for large employers
iii. Churches or religious institutions
iv. Federally Qualified Health Centers (FQHCs), including Community
Health Centers (CHCs)
v. Pharmacies
vi. Long-term care facilities(LTCFs),including independent living facilities,
assisted living centers, and nursing homes
vii. Organizations and businesses that employ critical workforce
viii. First responder organizations
ix. Non-traditional providers and locations that serve high-risk populations
x. Other partners that serve underserved populations
6. Plan and implement vaccination activities with organizations and businesses
that employ frontline essential workers as defined by the Cybersecurity &
Infrastructure Security Agency(CISA).
D. Grantee must obtain approval from System Agency on the workplan within 30 days
of Contract execution.
E. Submit a quarterly program report on the report template to be provided by System
Agency by the last business day of the month following the end of each quarter of
the Contract for System Agency review. Submit reports by electronic mail to
ImmunizationContractsCOVID3 Adshs.texas.gov and to
holly.zoerner(a,dshs.texas.gov. The email "Subject Line" and the name of the
attached file for all reports should be clearly identified with the Grantee's Name
and Contract Number.
F. Grantee may use funds to pay pre-award costs which date back to December 1,
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2020, that are directly related to the activities outlined in the Statement of Work.
All pre-award costs must be approved in writing by System Agency.
G. Grantee may not use funds for research, clinical care, fundraising activities, or
funding an award to another party or provider who is ineligible. Other than normal
and recognized executive-legislative relationships, no funds may be used for:
1. Publicity or propaganda purposes, for the preparation, distribution, or use of
any material designed to support or defeat the enactment of legislation before
any legislative body;
2. The salary or expenses of any grant or contract recipient, or agent acting for
such recipient, related to any activity designed to influence the enactment of
legislation, appropriations, regulation, administrative act or Executive order
proposed or pending before any legislative body.
II. PERFORMANCE MEASURES
The System Agency will monitor the Grantee's performance of the requirements in
Attachment A and compliance with the Contract's terms and conditions.
III. INVOICE AND PAYMENT
A. Grantee will request payments using the State of Texas Purchase Voucher (Form
B-13) at http://www.dshs.state.tx.us/grants/forms.shtm. The Voucher and any
supporting documentation will be mailed or submitted by fax or electronic mail to
the address/number below.
Department of State Health Services
Claims Processing Unit, MC 1940
1100 West 49th Street
P.O. Box 149347
Austin, TX 78714-9347
FAX: (512) 458-7442
EMAIL: invoices@dshs.state.tx.us
EMAIL: CMSInvoices@,dshs.texas.gov
B. Grantee will be paid on a cost reimbursement basis and in accordance with
ATTACHMENT B,BUDGET to this Contract.
C. Grantee shall maintain all documentation that substantiates invoices and make the
documentation available to System Agency upon request. In the event a cost
reimbursed under the Contract is later determined to be unallowable, then the
Grantee will reimburse System Agency for that cost.
D. Grantee will submit quarterly Financial Status Reports (FSRs) to System Agency
by the last business day of the month following the end of each quarter of the
Contract for System Agency review and financial assessment. The quarters are as
follows:
DSHS Contract#HHS001019500028
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1. July 1 through September 30
2. October 1 through December 31
3. January 1 through March 31
4. April 1 through June 30
E. Grantee will submit a request for reimbursement(HHS Form B-13) as a final close-
out invoice not later than forty-five(45)calendar days following the end of the term
of the Contract. Reimbursement requests received in the System Agency office
more than forty-five (45) calendar days following the termination of the Contract
may not be paid.
F. Grantee will submit a final FSR as a final close-out FSR not later than forty-five
(45) calendar days following the end of the term of the Contract.
DSHS Contract#HHS001019500028
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ATTACHMENT B
BUDGET
Organization Name: City of Port Arthur
Program ID: IMMICOVID-19
Contract Number: HHS001019500028
Budget Total
Categories Budget Amount
Personnel $311,148.00
Fringe $151,374.00
Travel $1,400.00
Equipment $2,600.00
Supplies $21,350.00
Contractual $249,600.00
Other $5,040.00
Total Direct $742,512.00
Indirect $0.00
Total $742,512.00
Remainder of page intentionally left blank
DSHS Contract#HHS001019500028
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Attachment C
HHSC Uniform Terms and Conditions Version 2.16.1
Published and Effective: March 26, 2019
Responsible Office: Chief Counsel
1AI TEXAS
wir
,� 4,4•P Health and Human Services
• ,•. ... .....
Health and Human Services Commission
HHSC Uniform Terms and Conditions - Grant
Version 2.16.1
DocuSign Envelope ID:52B285EE-375C-4EF4-AF6F-91A7716B1D3F
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 11
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
HHSC Grantee Uniform Terms and Conditions
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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
HHSC Grantee Uniform Terms and Conditions
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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.
HHSC Grantee Uniform Terms and Conditions
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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.
6.5 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 financial assistance from the
United States Department of Agriculture or the United States Department of Health
and Human Services shall not discriminate against a program beneficiary or prospective
program beneficiary on the basis of religion or religious belief.
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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HEALTH AND HUMAN SERVICES
CONTRACT No. HHS001019500028
Attachment D CONTRACT AFFIRMATIONS
For purposes of these Contract Affirmations, HHS includes both the Health and Human Services
Commission (HHSC) and the Department of State Health Services (DSHS). System Agency
refers to HHSC, DSHS, or both, that will be a party to this Contract. These Contract
Affirmations apply to all Contractors regardless of their business form (e.g., individual,
partnership, corporation).
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 HHS
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 HHS 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 System Agency. 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. 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
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
HHS' terms and conditions, if any, are rejected unless expressly accepted by System
Agency in writing.
7. HHS Right to Use
Contractor agrees that HHS has the right to use, produce, and distribute copies of and to
disclose to HHS employees, agents, and contractors and other governmental entities all or
part of this Contract or any related Solicitation Response as HHS 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.
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
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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 Terrorist 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.
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.
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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. 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.
24. Television Equipment Recycling Program
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.
25. 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.
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26. 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.
27. 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 System Agency. 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 System Agency as a potential conflict. System
Agency reserves the right to make a final determination regarding the existence of
Conflicts of Interest, and Contractor agrees to abide by System Agency's decision.
28. Fraud, Waste, and Abuse
Contractor understands that HHS does not tolerate any type of fraud, waste, or abuse.
Violations of law, agency policies,or standards of ethical conduct will be investigated, and
appropriate actions will be taken. Pursuant to Texas Government Code, Section 321.022,
if the administrative head of a department or entity that is subject to audit by the state
auditor has reasonable cause to believe that money received from the state by the
department or entity or by a client or contractor of the department or entity may have been
lost,misappropriated,or misused,or that other fraudulent or unlawful conduct has occurred
in relation to the operation of the department or entity, the administrative head shall report
the reason and basis for the belief to the Texas State Auditor's Office(SAO).All employees
or contractors who have reasonable cause to believe that fraud,waste,or abuse has occurred
(including misconduct by any HHS employee, Grantee officer, agent, employee, or
subcontractor that would constitute fraud, waste, or abuse) are required to immediately
report the questioned activity to the Health and Human Services Commission's Office of
Inspector General. Contractor agrees to comply with all applicable laws,rules,regulations,
and System Agency policies regarding fraud, waste, and abuse including, but not limited
to, HHS Circular C-027.
A report to the SAO must be made through one of the following avenues:
• SAO Toll Free Hotline: 1-800-TX-AUDIT
• SAO website: http://sao.fraud.state.tx.us/
All reports made to the OIG must be made through one of the following avenues:
• OIG Toll Free Hotline 1-800-436-6184
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• OIG Website: ReportTexasFraud.com
• Internal Affairs Email: InternalAffairsReferral@hhsc.state.tx.us
• OIG Hotline Email: OIGFraudHotline@hhsc.state.tx.us.
• OIG Mailing Address: Office of Inspector General
Attn: Fraud Hotline
MC 1300
P.O. Box 85200
Austin, Texas 78708-5200
29. 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.
30. 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.
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31. 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.
32. 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.
33. Entities that Boycott Israel
Contractor represents and warrants that(1) it does not, and shall not for the duration of the
Contract, boycott Israel or (2) the verification required by Section 2271.002 of the Texas
Government Code does not apply to the Contract. If circumstances relevant to this
provision change during the course of the contract,Contractor shall promptly notify System
Agency.
34. E-Verify
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:
1. all persons employed by Contractor to perform duties within Texas; and
2. all persons, including subcontractors, assigned by Contractor to perform work
pursuant to this Contract within the United States of America.
35. Former Agency Employees—Certain Contracts
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, in accordance with Section 2252.901 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.
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36. Disclosure of Prior State Employment—Consulting Services
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, System Agency 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:
1. Name of individual(s) (Contractor or employee(s));
2. Status;
3. The nature of the previous employment with HHSC or the other State of Texas
agency;
4. The date the employment was terminated and the reason for the termination; and
5. 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
System Agency or any other State of Texas agency at any time during the two years
preceding the submission of Contractor's offer to provide services.
37. 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:
1. performs an abortion procedure that is not reimbursable under the state's Medicaid
program;
2. 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
3. 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.
38. 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.
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39. Prohibition on Certain Telecommunications and Video Surveillance Services or
Equipment(2 CFR 200.216)
Contractor certifies that the individual or business entity named in this Response or
contract is not ineligible to receive the specified contract or funding pursuant to 2 CFR
200.216.
40. 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.
41. 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
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.
42. 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.
43. 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.
44. Equal Employment Opportunity .
Contractor represents and warrants its compliance with all applicable duly enacted state
and federal laws governing equal employment opportunities.
45. 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).
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46. 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.
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) filed with the Texas Secretary of State and Assumed
Name Certificate(s), if any, for each Texas County Where Assumed Name Certificate(s) has
been filed
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. ZiD 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
Health and Human Services
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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
standards for merit systems for programs funded under Relocation Assistance and Real Property Acquisition
one of the 19 statutes or regulations specified in Policies Act of 1970 (P.L. 91-646)which provide for
Appendix A of OPM's Standards for a Merit System of fair and equitable treatment of persons displaced or
Personnelwhose property is acquired as a result of Federal or
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 424E(Rev.7-97)
Authorized for Local Reproduction Prescribed by OMB Circular A-102
DocuSign Envelope ID:52B285EE-375C-4EF4-AF6F-91A7716B1D3F
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 424E(Rev.7-97)Back
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CERTIFICATION REGARDING LOBBYING
Certification for Contracts,Grants,Loans,and Cooperative Agreements
The undersigned certifies,to the best of his or her knowledge and belief,that:
(1)No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any
person for influencing or attempting to influence an officer or employee of an agency,a Member of
Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with
the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the
entering into of any cooperative agreement,and the extension,continuation,renewal,amendment,or
modification of any Federal contract,grant,loan,or cooperative agreement.
(2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an
officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal
contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard
Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions.
(3)The undersigned shall require that the language of this certification be included in the award documents
for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants,loans, and
cooperative agreements)and that all subrecipients shall certify and disclose accordingly.This certification
is a material representation of fact upon which reliance was placed when this transaction was made or
entered into.Submission of this certification is a prerequisite for making or entering into this transaction
imposed by section 1352,title 31, U.S.Code.Any person who fails to file the required certification shall be
subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure.
Statement for Loan Guarantees and Loan Insurance
The undersigned states,to the best of his or her knowledge and belief,that:
If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer
or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of
a Member of Congress in connection with this commitment providing for the United States to insure or
guarantee a loan,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying
Activities,"in accordance with its instructions.Submission of this statement is a prerequisite for making or
entering into this transaction imposed by section 1352,title 31,U.S. Code.Any person who fails to file the
required statement shall be subject to a civil penalty of not less than$10,000 and not more than$100,000
for each such failure.
*APPLICANT'S ORGANIZATION
*PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE
Prefix: *First Name: Middle Name:
*Last Name: Suffix:
*Title:
*SIGNATURE: *DATE:
DocuSign Envelope ID:52B285EE-375C-4EF4-AF6F-91A7716B1D3F
ATTACHMENT F
HHS DATA USE AGREEMENT
This Data Use Agreement ("DUA"), effective as of the date the Base Contract into which
it is incorporated is signed ("Effective Date"), is entered into by and between a Texas Health and
Human Services Enterprise agency("HHS"), and the Contractor identified in the Base Contract, a
political subdivision of the State of Texas ("CONTRACTOR").
ARTICLE 1.
PURPOSE; APPLICABILITY; ORDER OF PRECEDENCE
The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or
access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights
and obligations with respect to the Confidential Information.45 CFR 164.504(e)(1)-(3).This DUA
also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its
obligations under this DUA. This DUA applies to both Business Associates and contractors who
are not Business Associates who create, receive, maintain, use, disclose or have access to
Confidential Information on behalf of HHS, its programs or clients as described in the Base
Contract.
As of the Effective Date of this DUA, if any provision of the Base Contract, including any
General Provisions or Uniform Terms and Conditions,conflicts with this DUA,this DUA controls.
ARTICLE 2.
DEFINITIONS
For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in
the following: Health Insurance Portability and Accountability Act of 1996,Public Law 104-191 (42
U.S.C. §1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all
amendments, regulations and guidance issued thereafter; The Social Security Act, including Section
1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the
Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and
guidance thereunder; Internal Revenue Code, Title 26 of the United States Code and regulations and
publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18;
Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas
Government Code §2054.1125. In addition,the following terms in this DUA are defined as follows:
"Authorized Purpose" means the specific purpose or purposes described in the Statement
of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract,
or any other purpose expressly authorized by HHS in writing in advance.
"Authorized User"means a Person:
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(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.
"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,for an Authorized Purpose,create,receive,maintain,
use, disclose or have access to, that consists of or includes any or all of the following:
(1) Client Information;
(2) Protected Health Information in any form including without limitation, Electronic
Protected Health Information or Unsecured Protected Health Information (herein "PHI");
(3) Sensitive Personal Information defined by Texas Business and Commerce Code
Ch. 521;
(4) Federal Tax Information;
(5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA
and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection
Act;
(6) Social Security Administration Data, including, without limitation, Medicaid
information;
(7) All privileged work product;
(8) All information designated as confidential under the constitution and laws of the
State of Texas and of the United States, including the Texas Health & Safety Code and the Texas
Public Information Act, Texas Government Code, Chapter 552.
"Legally Authorized Representative"of the Individual, as defined by Texas law,including
as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code §
151.002(6); Tex. H. & S. Code §166.164; and Estates Code Ch. 752.
ARTICLE 3.
CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION
3.01 Obligations of CONTRACTOR
CONTRACTOR agrees that:
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(A) CONTRACTOR will exercise reasonable care and no less than the same
degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade
secret information to prevent any portion of the Confidential Information from being used in
a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law.
45 CFR 164.502(b)(1); 45 CFR 164.514(d)
(B) Except as Required by Law,CONTRACTOR will not disclose or allow access
to any portion of the Confidential Information to any Person or other entity, other than
Authorized User's Workforce or Subcontractors (as defined in 45 C.F.R. 160.103) of
CONTRACTOR who have completed training in confidentiality, privacy, security and the
importance of promptly reporting any Event or Breach to CON I'RACTOR's management,to
carry out CONTRACTOR's obligations in connection with the Authorized Purpose.
HHS, at its election, may assist CONTRACTOR in training and education on specific or
unique HHS processes, systems and/or requirements. CONTRACTOR will produce
evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas
Health & Safety Code§181.101
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 or offered
under Texas Government Code Sec. 2054.519(f).
(C) CONTRACTOR will establish, implement and maintain appropriate
sanctions against any member of its Workforce or Subcontractor who fails to comply with this
DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of
sanctions and produce it to HHS upon request.45 C.F.R. 164.308(a)(1)(ii)(C); 164.530(e);
164.410(b); 164.530(b)(1)
(D) CONTRACTOR will not, except as otherwise permitted by this DUA,
disclose or provide access to any Confidential Information on the basis that such act is
Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to
determine whether CONTRACTOR should object to the disclosure or access and seek
appropriate relief. CONTRACTOR will maintain an accounting of all such requests for
disclosure and responses and provide such accounting to HHS within 48 hours of HHS'
request. 45 CFR 164.504(e)(2)(ii)(A)
(E) CONTRACTOR will not attempt to re-identify or further identify
Confidential Information or De-identified Information,or attempt to contact any Individuals
whose records are contained in the Confidential Information, except for an Authorized
Purpose, without express written authorization from HHS or as expressly permitted by the
Base Contract. 45 CFR 164.502(d)(2)(i) and (ii) CONTRACTOR will not engage in
prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3)
and(4); Texas Health & Safety Code Ch. 181.002
(F) CONTRACTOR will not permit, or enter into any agreement with a
Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit
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Confidential Information to carry out CONTRACTOR's obligations in connection with the
Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply
with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii); 164.504(e)(1)(i)
and(2).
(G) CONTRACTOR is directly responsible for compliance with,and enforcement
of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of
Confidential Information and the acts or omissions of Subcontractors as may be reasonably
necessary to prevent unauthorized use. 45 CFR 164.504(e)(5);42 CFR 431.300, et seq.
(H) If CONTRACTOR maintains PHI in a Designated Record Set which is
Confidential Information and subject to this Agreement, CONTRACTOR will make PHI
available to HHS in a Designated Record Set upon request.CONTRACTOR will provide PHI
to an Individual, or Legally Authorized Representative of the Individual who is requesting
PHI in compliance with the requirements of the HIPAA Privacy Regulations.
CONTRACTOR will release PHI in accordance with the HIPAA Privacy Regulations upon
receipt of a valid written authorization. CONTRACTOR will make other Confidential
Information in CONTRACTOR's possession available pursuant to the requirements of
HIPAA or other applicable law upon a determination of a Breach of Unsecured PHI as defined
in HIPAA. CON TRACTOR will maintain an accounting of all such disclosures and provide
it to HHS within 48 hours of HHS'request. 45 CFR 164.524and 164.504(e)(2)(ii)(E).
(I) If PHI is subject to this Agreement, CONTRACTOR will make PHI as
required by HIPAA available to HHS for review subsequent to CONTRACTOR's
incorporation of any amendments requested pursuant to HIPAA. 45 CFR
164.504(e)(2)(ii)(E) and(F).
(J) If PHI is subject to this Agreement,CONTRACTOR will document and make
available to HHS the PHI required to provide access, an accounting of disclosures or
amendment in compliance with the requirements of the HIPAA Privacy Regulations.45 CFR
164.504(e)(2)(ii)(G)and 164.528.
(K) If CONTRACTOR receives a request for access, amendment or accounting
of PHI from an individual with a right of access to information subject to this DUA, it will
respond to such request in compliance with the HIPAA Privacy Regulations.
CONTRACTOR will maintain an accounting of all responses to requests for access to or
amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR
164.504(e)(2).
(L) CONTRACTOR will provide, and will cause its Subcontractors and agents
to provide, to HHS periodic written certifications of compliance with controls and
provisions relating to information privacy, security and breach notification, including
without limitation information related to data transfers and the handling and disposal of
Confidential Information. 45 CFR 164.308; 164.530(c); 1 TAC 202.
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(M) Except as otherwise limited by this DUA, the Base Contract, or law
applicable to the Confidential Information, CONTRACTOR may use PHI 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, CONTRACTOR may disclose PHI for the
proper management and administration of CONTRACTOR, or to carry out
CONTRACTOR's legal responsibilities, if: 45 CFR 164.504(e)(4)(A).
(1) Disclosure is Required by Law,provided that CON 1RRACTOR complies with
Section 3.01(D); or
(2) CONTRACTOR obtains reasonable assurances from the person or entity to
which the information is disclosed that the person or entity will:
(a)Maintain the confidentiality of the Confidential Information in accordance
with this DUA;
(b) Use or further disclose the information only as Required by Law or for
the Authorized Purpose for which it was disclosed to the Person; and
(c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or
Breach of Confidential Information of which the Person discovers or should have
discovered with the exercise of reasonable diligence. 45 CFR
164.504(e)(4)(ii)(B).
(N) Except as otherwise limited by this DUA, CONTRACTOR will, if required
by law and requested by HHS,use commercially reasonable efforts to use PHI to provide data
aggregation services to HHS, as that term is defined in the HIPAA, 45 C.F.R. §164.501 and
permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B)
(0) CONTRACTOR will, on the termination or expiration of this DUA or the
Base Contract, at its expense, send to HHS or Destroy, at HHS's election and to the extent
reasonably feasible and permissible by law, all Confidential Information received from HHS
or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or
Subcontractors on HHS's behalf if that data contains Confidential Information.
CONTRACTOR will certify in writing to HHS that all the Confidential Information that has
been created, received, maintained, used by or disclosed to CONTRACTOR, has been
Destroyed or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have
retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees
that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential
Information if federal law, state law, the Texas State Library and Archives Commission
records retention schedule, and/or a litigation hold notice prohibit such delivery or
Destruction. If such delivery or Destruction is not reasonably feasible,or is impermissible by
law, CONTRACTOR will immediately notify HHS of the reasons such delivery or
Destruction is not feasible, and agree to extend indefinitely the protections of this DUA to the
Confidential Information and limit its further uses and disclosures to the purposes that make
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the return delivery or Destruction of the Confidential Information not feasible for as long as
CONTRACTOR maintains such Confidential Information. 45 CFR 164.504(e)(2)(iiii)(.l7
(P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy
Confidential Information in a secure fashion that protects against any reasonably anticipated
threats or hazards to the security or integrity of such information or unauthorized uses. 45
CFR 164.306; 164.530(c)
(Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential
Information, CON TRACTOR will complete and return to HHS at
infosecurity@hhsc.state.tx.us the HHS information security and privacy initial inquiry(SPI)
at Attachment 1 . The SPI identifies basic privacy and security controls with which
CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR
will comply with periodic security controls compliance assessment and monitoring by HHS
as required by state and federal law, based on the type of Confidential Information
CONTRACTOR creates, receives, maintains, uses, discloses or has access to and the
Authorized Purpose and level of risk. CONTRACTOR's security controls will be based on
the National Institute of Standards and Technology (NIST) Special Publication 800-53.
CONTRACTOR will update its security controls assessment whenever there are significant
changes in security controls for HHS Confidential Information and will provide the updated
document to HHS. HHS also reserves the right to request updates as needed to satisfy state
and federal monitoring requirements. 45 CFR 164.306.
(R) CONTRACTOR will establish, implement and maintain reasonable
procedural, administrative, physical and technical safeguards to preserve and maintain the
confidentiality,integrity,and availability of the Confidential Information,and with respect to
PHI, as described in the HIPAA Privacy and Security Regulations, or other applicable laws
or regulations relating to Confidential Information, to prevent any unauthorized use or
disclosure of Confidential Information as long as CONTRACTOR has such Confidential
Information in its actual or constructive possession. 45 CFR 164.308 (administrative
safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards);
164.530(c)(privacy safeguards).
(S) CONTRACTOR will designate and identify, a Person or Persons, as Privacy
Official 45 CFR 164.530(a)(1)and Information Security Official,each of whom is authorized
to act on behalf of CONTRACTOR and is responsible for the development and
implementation of the privacy and security requirements in this DUA. CONTRACTOR will
provide name and current address, phone number and e-mail address for such designated
officials to HHS upon execution of this DUA and prior to any change. If such persons fail to
develop and implement the requirements of the DUA, CONTRACTOR will replace them
upon HHS request. 45 CFR 164.308(a)(2).
(T) CONTRACTOR represents and warrants that its Authorized Users each have
a demonstrated need to know and have access to Confidential Information solely to the
minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and
the Base Contract, and further, that each has agreed in writing to be bound by the disclosure
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and use limitations pertaining to the Confidential Information contained in this DUA. 45
CFR 164.502; 164.514(d).
(U) CONTRACTOR and its Subcontractors will maintain an updated, complete,
accurate and numbered list of Authorized Users, their signatures, titles and the date they
agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed,
upon request.
(V) CONTRACTOR will implement, update as necessary, and document
reasonable and appropriate policies and procedures for privacy, security and Breach of
Confidential Information and an incident response plan for an Event or Breach, to comply
with the privacy, security and breach notice requirements of this DUA prior to conducting
work under the Statement of Work. 45 CFR 164.308;164.316; 164.514(d);164.530(i)(1).
(W) CONTRACTOR will produce copies of its information security and privacy
policies and procedures and records relating to the use or disclosure of Confidential
Information received from, created by, or received,used or disclosed by CONTRACTOR for
an Authorized Purpose for HHS's review and approval within 30 days of execution of this
DUA and upon request by HHS the following business day or other agreed upon time frame.
45 CFR 164.308; 164.514(d).
(X) CONTRACTOR will make available to HHS any information HHS requires
to fulfill HHS's obligations to provide access to,or copies of,PHI in accordance with HIPAA
and other applicable laws and regulations relating to Confidential Information.
CONTRACTOR will provide such information in a time and manner reasonably agreed upon
or as designated by the Secretary of the U.S. Department of Health and Human Services, or
other federal or state law. 45 CFR 164.504(e)(2)(i)(I).
(Y) CONTRACTOR will only conduct secure transmissions of Confidential
Information whether in paper, oral or electronic form, in accordance with applicable rules,
regulations and laws.A secure transmission of electronic Confidential Information in motion
includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an
appropriate level. If required by rule,regulation or law, HHS Confidential Information at rest
requires Encryption unless there is other adequate administrative, technical, and physical
security.All electronic data transfer and communications of Confidential Information will be
through secure systems. Proof of system,media or device security and/or Encryption must be
produced to HHS no later than 48 hours after HHS's written request in response to a
compliance investigation, audit or the Discovery of an Event or Breach. Otherwise,requested
production of such proof will be made as agreed upon by the parties.De-identification of HHS
Confidential Information is a means of security. With respect to de-identification of PHI,
"secure"means de-identified according to HIPAA Privacy standards and regulatory guidance.
45 CFR 164.312; 164.530(d).
(Z) For each type of Confidential Information CONTRACTOR creates,receives,
maintains,uses, discloses, has access to or transmits in the performance of the Statement of
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Work, CONTRACTOR will comply with the following laws rules and regulations, only to
the extent applicable and required by law:
• Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code;
• The Privacy Act of 1974;
• OMB Memorandum 07-16;
• The Federal Information Security Management Act of 2002 (FISMA);
• The Health Insurance Portability and Accountability Act of 1996 (HIPAA)
as defined in the DUA;
• Internal Revenue Publication 1075 —Tax Information Security Guidelines
for Federal, State and Local Agencies;
• National Institute of Standards and Technology(NIST) Special Publication
800-66 Revision 1 —An Introductory Resource Guide for Implementing the
Health Insurance Portability and Accountability Act (HIPAA) Security
Rule;
• NIST Special Publications 800-53 and 800-53A —Recommended Security
Controls for Federal Information Systems and Organizations, as currently
revised;
• NIST Special Publication 800-47 — Security Guide for Interconnecting
Information Technology Systems;
• NIST Special Publication 800-88, Guidelines for Media Sanitization;
• NIST Special Publication 800-111, Guide to Storage of Encryption
Technologies for End User Devices containing PHI; and
Any other State or Federal law,regulation,or administrative rule relating to the specific HHS
program area that CONTRACTOR supports on behalf of HHS.
(AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat
any Personal Identifying Information it creates,receives,maintains,uses,transmits,destroys
and/or discloses in accordance with Texas Business and Commerce Code, Chapter 521 and
other applicable regulatory standards identified in Section 3.01(Z), and Individually
Identifiable Health Information CONTRACTOR creates, receives, maintains, uses,
transmits, destroys and/or discloses in accordance with HIPAA and other applicable
regulatory standards identified in Section 3.01(Z).
ARTICLE 4.
BREACH NOTICE, REPORTING AND CORRECTION REQUIREMENTS
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4.01 Breach or Event Notification to HHS. 45 CFR 164.400-414.
(A) CONTRACTOR will cooperate fully with HHS in investigating,mitigating to
the extent practicable and issuing notifications directed by HHS, for any Event or Breach of
Confidential Information to the extent and in the manner determined by HHS.
(B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach
and continues as long as related activity continues,until all effects of the Event are mitigated
to HHS's reasonable satisfaction(the "incident response period"). 45 CFR 164.404.
(C) Breach Notice:
(1) Initial Notice.
(a) For federal information, including without limitation, Federal
Tax Information, Social Security Administration Data, and Medicaid Client
Information, within the first, consecutive clock hour of Discovery, and for
all other types of Confidential Information not more than 24 hours after
Discovery,or in a timeframe otherwise approved by HHS in writing,initially
report to HHS's Privacy and Security Officers via email at:
privacy@HHSC.state.tx.us and to the HHS division responsible for this
DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the
Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a;
OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for
information exchange.
(b) Report all information reasonably available to
CONTRACTOR about the Event or Breach of the privacy or security of
Confidential Information. 45 CFR 164.410.
(c) Name, and provide contact information to HHS for,
CONTRACTOR's single point of contact who will communicate with HHS
both on and off business hours during the incident response period.
(2) Formal Notice.No later than two business days after the Initial Notice
above, provide formal notification to privacy@HHSC.state.tx.us and to the HHS
division responsible for this DUA, including all reasonably available information
about the Event or Breach, and CONTRACTOR's investigation, including without
limitation and to the extent available:For(a)-(m) below:45 CFR 164.400-414.
(a) The date the Event or Breach occurred;
(b) The date of CONTRACTOR's and, if applicable,
Subcontractor's Discovery;
(c) A brief description of the Event or Breach; including how it
occurred and who is responsible (or hypotheses, if not yet determined);
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(d) A brief description of CONTRACTOR's investigation and the
status of the investigation;
(e) A description of the types and amount of Confidential
Information involved;
(f) Identification of and number of all Individuals reasonably
believed to be affected, including first and last name of the Individual and if
applicable the, Legally Authorized Representative, last known address,
age,telephone number, and email address if it is a preferred contact method,
to the extent known or can be reasonably determined by CONTRACTOR at
that time;
(g) CONTRACTOR's initial risk assessment of the Event or
Breach demonstrating whether individual or other notices are required by
applicable law or this DUA for HHS approval, including an analysis of
whether there is a low probability of compromise of the Confidential
Information or whether any legal exceptions to notification apply;
(h) CONTRACTOR's recommendation for HHS's approval as to
the steps Individuals and/or CONTRACTOR on behalf of Individuals,
should take to protect the Individuals from potential harm,including without
limitation CONTRACTOR's provision of notifications, credit protection,
claims monitoring, and any specific protections for a Legally Authorized
Representative to take on behalf of an Individual with special capacity or
circumstances;
(i) The steps CONTRACTOR has taken to mitigate the harm or
potential harm caused (including without limitation the provision of
sufficient resources to mitigate);
(j) The steps CONTRACTOR has taken, or will take, to prevent
or reduce the likelihood of recurrence of a similar Event or Breach;
(k) Identify, describe or estimate the Persons, Workforce,
Subcontractor,or Individuals and any law enforcement that may be involved
in the Event or Breach;
(1) A reasonable schedule for CONTRACTOR to provide regular
updates during normal business hours to the foregoing in the future for
response to the Event or Breach, but no less than every three (3) business
days or as otherwise directed by HHS, including information about risk
estimations,reporting,notification,if any,mitigation,corrective action,root
cause analysis and when such activities are expected to be completed; and
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(m) Any reasonably available,pertinent information,documents or
reports related to an Event or Breach that HHS requests following
Discovery.
4.02 Investigation,Response and Mitigation.45 CFR 164.308,310 and 312; 164.530
(A) CONTRACTOR will immediately conduct a full and complete investigation,
respond to the Event or Breach, commit necessary and appropriate staff and resources to
expeditiously respond, and report as required to and by HHS for incident response purposes
and for purposes of HHS's compliance with report and notification requirements, to the
reasonable satisfaction of HHS.
(B) CONTRACTOR will complete or participate in a risk assessment as directed
by HHS following an Event or Breach, and provide the final assessment, corrective actions
and mitigations to HHS for review and approval.
(C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or
proceedings by state and federal authorities, Persons and/or Individuals about the Event or
Breach.
(D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate
injunctive relief or otherwise prevent or curtail such Event or Breach, or to recover or protect
any Confidential Information, including complying with reasonable corrective action or
measures,as specified by HHS in a Corrective Action Plan if directed by HHS under the Base
Contract.
4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. &
Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408
(Authorities)
(A) HHS may direct CONTRACTOR to provide Breach notification to
Individuals, regulators or third-parties, as specified by HHS following a Breach.
(B) CONTRACTOR shall give HHS an opportunity to review and provide
feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all
regulatory requirements regarding 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. HHS shall have ten (10)business days to
provide said feedback to CONTRACTOR. 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, if required by applicable law, rule, or
regulation, for the Individual to obtain additional information.
(C) CONTRACTOR will provide HHS with copies of distributed and approved
communications.
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(D) CONTRACTOR will have the burden of demonstrating to the reasonable
satisfaction of HHS that any notification required by HHS was timely made.If there are delays
outside of CON"1'RACTOR's control,CONTRACTOR will provide written documentation of
the reasons for the delay.
(E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the
time and manner reasonably requested by CONTRACTOR, cooperate and assist with
CONTRACTOR's information requests in order to make such notifications and reports.
ARTICLE 5.
STATEMENT OF WORK
"Statement of Work" means the services and deliverables to be performed or provided by
CONTRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are
described in detail in the Base Contract. The Statement of Work, including any future amendments
thereto, is incorporated by reference in this DUA as if set out word-for-word herein.
ARTICLE 6.
GENERAL PROVISIONS
6.01 Oversight of Confidential Information
CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor
CONTRACTOR's access to and creation, receipt,maintenance,use,disclosure of the Confidential
Information to confirm that CONTRACTOR is in compliance with this DUA.
6.02 HHS Commitment and Obligations
HHS will not request CONTRACTOR to create, maintain, transmit, use or disclose PHI in
any manner that would not be permissible under applicable law if done by HHS.
6.03 HHS Right to Inspection
At any time upon reasonable notice to CONTRACTOR, or if HHS determines that
CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to
inspect the facilities,systems,books and records of CONTRACTOR to monitor compliance with this
DUA. For purposes of this subsection,HHS's agent(s)include,without limitation,the HHS Office of
the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal
counsel or other designee.
6.04 Term; Termination of DUA; Survival
This DUA will be effective on the date on which CONTRACTOR executes the DUA, and
will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is
extended or amended, this DUA shall be extended or amended concurrent with such extension or
amendment.
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(A) HHS may immediately terminate this DUA and Base Contract upon a material
violation of this DUA.
(B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its
obligation to return or Destroy the Confidential Information as set forth in this DUA and to
continue to safeguard the Confidential Information until such time as determined by HHS.
(C) 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 Texas.
Before exercising any of these options, HHS will provide written notice to
CONTRACTOR describing the violation,the requested corrective action CONTRACTOR
may take to cure the alleged violation, and the action HHS intends to take if the alleged
violated is not timely cured by CONTRACTOR.
(D) If neither termination nor cure is feasible,HHS shall report the violation to the
Secretary of the U.S. Depaitment of Health and Human Services.
(E) 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.
6.05 Governing Law, Venue and Litigation
(A) The validity,construction and performance of this DUA and the legal relations
among the Parties to this DUA will be governed by and construed in accordance with the laws
of the State of Texas.
(B) The Parties agree that the courts of Texas, will be the exclusive venue for any
litigation, special proceeding or other proceeding as between the parties that may be brought,
or arise out of, or in connection with, or by reason of this DUA.
6.06 Injunctive Relief
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(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.
6.07 Responsibility.
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 be solely responsible for its own acts and omissions and the acts and omissions of its
employees, directors, officers, Subcontractors and agents. HHS shall be solely responsible for its
own acts and omissions.
6.08 Insurance
(A) As a governmental entity, and in accordance with the limits of the Texas Tort
Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, 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
request that HHS be named as an additional insured. 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 will provide HHS with written proof that required insurance
coverage is in effect, at the request of HHS.
6.08 Fees and Costs
Except as otherwise specified in this DUA or the Base Contract, if any legal action or other
proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract
violation, Event, Breach, default, misrepresentation, or injunctive action, in connection with any of
the provisions of this DUA, each party will bear their own legal expenses and the other cost incurred
in that action or proceeding.
6.09 Entirety of the Contract
This DUA is incorporated by reference into the Base Contract as an amendment thereto
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
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enforced. If any provision of the Base Contract, including any General Provisions or Uniform
Terms and Conditions, conflicts with this DUA, this DUA controls.
6.10 Automatic Amendment and Interpretation
If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA and/or
Confidential Information, or(ii) any change in the judicial or administrative interpretation of any
such law, regulation or rule„ upon the effective date of such change, this DUA shall be deemed to
have been automatically amended, interpreted and read so that the obligations imposed on HHS
and/or CONTRACTOR remain in compliance with such changes. Any ambiguity in this DUA will
be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA
or any other law applicable to Confidential Information.
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DoctiSign Envelope ID:52B285EE-375C-4EF4-AF6F-91A7716B1D3F
;Attachment G
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:
CITY OF PORT ARTHUR ERIKA FLORES
ERIKA.FLORES@PORTARTHURTX.GOV
(409) 983-8864
Primary Address of Contractor: FFATA Contact#2 Name, Email and Phone Number:
449 AUSTIN AVENUE KANDY DANIEL, FINANCE DIRECTOR
PORT ARTHUR, TEXAS KANDY.DANIEL@PORTARTHURTX.GOV
(409) 983-8174
ZIP Code: 9-digits Required www.usps.com DUNS Number: 9-digits Required www.sam.gov
77640-5802 - 137134S09
State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits
17460018850011
Printed Name of Authorized Representative Signature of Authorized Representative
,--DocuSigned by:
Judi th Smith ^„ I.,' SA
"-FB4B504AED30471...
Title of Authorized Representative Date
Director of Health services April 19, 2021
- 1 -
Department of State Health Services Form 4734—June 2013
DocuSign Envelope ID: 52B285EE-375C-4EF4-AF6F-91A7716B1D3F
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? I I Yes I xj 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 x 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? Yes x No
If your answer is "Yes" to both question "A" and "B", you must answer question "C".
If your answer is "No" to either question "A" or "B", skip question "C" and finish the
certification.
C. Certification Regarding Public Access to Compensation Information.
Does the public have access to information about the compensation of the senior
executives in your business or organization (including parent organization, all branches,
and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the
Internal Revenue Code of 1986? Yes No
If your answer is "Yes" to this question, where can this information be accessed?
If your answer is "No" to this question, you must provide the names and total
compensation of the top five highly compensated officers below.
Provide compensation information here:
- 2 -
Department of State Health Services Form 4734—June 2013
Docu
SECURED
Certificate Of Completion
Envelope Id:52B285EE375C4EF4AF6F91A7716B1D3F Status: Sent
Subject: New$742,512.00; HHS001019500028;City of Port Arthur; DSHS/CMS/IMM/COVID-19
Source Envelope:
Document Pages:66 Signatures: 1 Envelope Originator:
Certificate Pages:2 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: 167.137.1.16
Record Tracking
Status:Original Holder:Texas Health and Human Services Location: DocuSign
4/16/2021 5:35:04 PM Commission
PCS_DocuSign@hhsc.state.tx.us
Signer Events Signature Timestamp
Reilly Webb Completed Sent:4/16/2021 5:59:46 PM
Reilly.Webb@hhs.texas.gov Viewed:4/19/2021 9:28:13 AM
Security Level: Email,Account Authentication Signed:4/19/2021 9:28:17 AM
(None) Using IP Address: 167.137.1.10
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Judith Smith cOOCO�S'enedby Sent:4/19/2021 9:28:21 AM
��
judith.smith@portarthurtx.gov . 0I S t Viewed:4/19/2021 9:54:31 AM
Director of Health Services `—FB4B504AED30671 Signed:4/19/2021 10:22:11 AM
City of Port Arthur
Security Level: Email,Account Authentication
Signature Adoption: Pre-selected Style
(None) Using IP Address:71.40.211.219
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Ron Burton Sent:4/19/2021 9:28:20 AM
ron.burton@portarthurtx.gov
City Manager
City of Port Arthur
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jennifer Sims
Jennifer.Sims@dshs.texas.gov
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
CMS inbox COPIED Sent:4/16/2021 5:59:45 PM
cmucontracts@dshs.texas.gov
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Caeli Paradise COPIED Sent:4/16/2021 5:59:45 PM
Caeli.paradise@dshs.texas.gov
Contract Manager
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
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