HomeMy WebLinkAboutPR 24207: FY 2026 CONTRACT WITH THE DEPT. OF STATE HEALTH SERVICES FOR THE HEALTY TEXAS MOTHERS AND BABIES, GRANT PROGRAM, NOT TO EXCEED $75,000.00 NO CITY MATCH IS REQUIRED INTEROFFICE MEMORANDUM
Date: March 05, 2025
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 2026 Contract between the City of Port Arthur and the
Department of State Health Services for the Healthy Texas Mothers and Babies
(HTMB) Community Coalition Grant Program in the amount not to exceed
$75,000. No City Match is required.
Introduction:
The intent of this Agenda Item is to seek the City Council's approval for the City of Port Arthur
Health Department to receive approve funding in the amount of $75,000.00 to ensure the
sustainability of programs created through the Healthy Mothers & Babies coalition in an effort
to continue with initiatives intended to decrease maternal and infant mortality in Jefferson
County.
Background: The Healthy Texas Mothers & Babies initiative was developed to help Texas
communities decrease maternal and infant mortality using evidence-based interventions. It
involves community stakeholders, healthcare providers, and insurance companies. A reduction
in infant mortality will improve the health of Texas babies and mothers and has the potential to
save millions of dollars in healthcare costs. Jefferson County has been recognized as a high-risk
area for infant mortality. The goal is to reduce disparities in poor birth outcomes and maternal
and infant mortality among Texans using participatory models of programming.
The City of Port Arthur Health Department will utilize the local partnerships that we have
already to maintain initiatives previously set forth to help this community reduce the rate of
maternal and infant deaths.
Budget Impact: Total payments received from this contract will be$75,000 through August 31,
2026. These funds will cover the operation of the program: salaries, fringe, travel and supplies.
Recommendation:
It is recommended that City Council approve P.R. No. 24207 between the Texas Department
of State Health Services and the City of Port Arthur for a Healthy Texas Mothers and Babies
Community Coalition Grant Program.
P. R. No. 24207
03/05/25-cp
RESOLUTION NO.
A RESOLUTION TO APPROVE THE CONTRACT
BETWEEN TEXAS DEPARTMENT OF STATE HEALTH
SERVICES AND THE CITY OF PORT ARTHUR FOR A
HEALTHY TEXAS MOTHERS & BABIES COMMUNITY
COALITION GRANT, PROVIDING THE FUNDS FOR FY
2026, FOR A TOTAL NOT TO EXCEED $75,000.00. NO
MATCH REQUIRED.
WHEREAS, the Healthy Texas Babies Initiative was developed to help Texas
communities decrease infant mortality using evidence-based intervention. This initiative
involves community stakeholders,healthcare providers, and insurance companies; and,
WHEREAS, Jefferson County has been recognized as a high infant mortality
county and these grant funds will help to reduce disparities in poor birth outcomes and
maternal and infant mortality with the potential to save millions of dollars in healthcare
costs; and,
WHEREAS, The Texas Department of State Health Services desires to provide
funding to the City of Port Arthur in amount not to exceed $75,000.00 for September 01,
2025 to August 31, 2026.
NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF PORT ARTHUR:
Section 1. That, the facts and opinions are true and correct.
Section 2. That, the City Council of the City of Port Arthur hereby approves
the contract between the City of Port Arthur and the Department of State Health Services
for the Healthy Mothers and Babies Coalition.
P. R. No. 24207
03/05/25-cp
Section 3. That, the City Council deems it is in the best interest of the City to
approve and authorize the City Manager and the Director of the City's Health
Department to execute the contract between the Department of State Health Services and
the City of Port Arthur, TX in substantially the same form as attached hereto as Exhibit
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
2025 at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the
following Vote: AYES:
Mayor:
Councilmembers:
NOES:
Mayor, Thurman Bartie
ATTEST:
Sherri Bellard, City Secretary
P. R. No. 24207
03/05/25-cp
APPROVED AS TO •
Gam=
Roxann Pais Controneo, City Attorney
APPROVED AS TO FUNDS:
Lynda Boswell, MA, ICMA-CM Finance Director
APPROVED F • ) ION:
g cat gnu*
Ron Burton, CPM, y 1 anager JudVh Smith, R.N. BSN, Director of Health
P. R. No. 24207
03/05/25-cp
EXHIBIT "A"
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SIGNATURE DOCUMENT FOR
DEPARTMENT OF STATE HEALTH SERVICES GRANT AGREEMENT,
CONTRACT No.HHS001564200001
UNDER THE
HEALTHY TEXAS MOTHERS AND BABIES(HTMB)COMMUNITY COALITION GRANT PROGRAM
The parties to this agreement("Grant Agreement"or"Contract")are the DEPARTMENT OF STATE
HEALTH SERVICES ("System Agency" or "DSHS"), a pass-through entity, and CITY OF PORT
ARTHUR ("Grantee"), having its principal office at 5860 9TH Avenue, Port Arthur, Texas
78044(each a"Party"and collectively the"Parties").
I. PURPOSE
The purpose of this Grant Agreement is to provide funding to Grantee to implement a Healthy
Texas Mothers and Babies (HTMB) Community Coalition in the City of Port Arthur.
II. LEGAL AUTHORITY
This Grant Agreement is entered into pursuant to Chapters 12, 533, and 1001 of the Texas Health
and Safety Code and Chapter 791 of the Texas Government Code.
III. DURATION
This Grant Agreement is effective on September 1, 2025, and expires on August 31, 2026,unless
sooner terminated or renewed or extended. System Agency, at its sole discretion, may extend this
Grant Agreement for any period(s) of time up to four(4) additional years for a maximum term of
five (5) years.
Notwithstanding the limitation in the preceding paragraph and with at least thirty (30) calendar
days' advance written notice to Grantee,at the end of the initial term or any renewal period,System
Agency, at its sole discretion,may extend this Grant Agreement as necessary to ensure continuity
of service, for purposes of transition, or as otherwise determined by System Agency to serve the
best interest of the State for up to twelve (12) months, in one-month intervals, at the then-current
contract rate or rates (if applicable) as modified during the term of the Grant Agreement.
IV. STATEMENT OF WORK
The Scope of Grant Project to which Grantee is bound is incorporated into and made a part of this
Grant Agreement for all purposes and included as ATTACHMENT A,SCOPE OF GRANT PROJECT
(FY2026).
System Agency Grant Agreement,Contract#HHS001564200001
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V. BUDGET AND INDIRECT COST RATE
The total amount of this Grant Agreement will not exceed SEVENTY-FIVE THOUSAND DOLLARS
($75,000.00). Grantee is not required to provide matching funds.
The total not-to-exceed amount includes the following:
Total Federal Funds: $25,000.00
Total State Funds: $50,000.00
All expenditures under the Grant Agreement will be in accordance with ATTACHMENT B,BUDGET
(FY2026).
Grantee will not request any indirect cost reimbursement under this Grant Agreement.
If the System Agency approves or acknowledges an updated indirect cost rate, the Grant
Agreement will be amended to incorporate the new rate (and the new indirect cost rate letter, if
applicable) and the budget revised accordingly.
VI. REPORTING REQUIREMENTS
Grantee shall submit the following reports by email using the email addresses specified below.
REPORT FREQUENCY DUE DATE SUBMISSION METHOD
Finalized One-time September 30, 2025 cdsb@dshs.texas.gov and
Work Plan InfantHealth@dshs.texas.gov
Annual One-time August 31, 2026 cdsb@dshs.texas.gov and
Program InfantHealth@,dshs.texas.gov
Performance
Report
Financial Twice Per Year March 31, 2026, invoices@dshs.texas.gov,
Status Report (covering the period cdsb(a,dshs.texas.gov, and
(FSR) from September 1, FSRGrants@dshs.texas.gov
2025 through
February 28, 2026)
October 15, 2026
(covering the period
from March 1,2026
through August 31,
2026)
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Property One-time October 15, 2026 FSOequip(cr�,dshs.texas.gov, with a
Inventory copy to the System Agency
Report(Form Contract Representative
GC-11)
VII. CONTRACT REPRESENTATIVES
The following will act as the representative authorized to administer activities under this Grant
Agreement on behalf of their respective Party.
System Agency Grantee
Tray Kirkpatrick Ronald Burton
Department of State Health Services City of Port Arthur
1100 West 49th Street, Mail Code 1990 5860 9th Avenue
Austin, Texas 78756 Port Arthur,Texas 77642
tray.kirkpatrick@dshs.texas.gov ronald.burton@portarthurtx.gov
VIII. NOTICE REQUIREMENTS
A. All notices given by Grantee shall be in writing, include the Grant Agreement contract number,
comply with all terms and conditions of the Grant Agreement, and be delivered to the System
Agency's Contract Representative identified above.
B. Grantee shall send legal notices to System Agency at the address below and provide a copy to the
System Agency's Contract Representative:
Health and Human Services Commission
Attn: Office of Chief Counsel
4601 W. Guadalupe St.,Mail Code 1100
Austin, Texas 78751
With a copy to:
Department of State Health Services
Office of General Counsel
1100W.49th Street,MC 1919
Austin, Texas 78756
Attn: General Counsel
C. Notices given by System Agency to Grantee may be emailed,mailed,or sent by common carrier.
Email notices shall be deemed delivered when sent by System Agency.Notices sent by mail shall
be deemed delivered when deposited by the System Agency in the United States mail, postage
System Agency Grant Agreement,Contract#HHS001564200001
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paid,certified,return receipt requested.Notices sent by common carrier shall be deemed delivered
when deposited by the System Agency with a common carrier,overnight, signature required.
D. Notices given by Grantee to System Agency shall be deemed delivered when received by System
Agency.
E. Either Party may change its Contract Representative or Legal Notice contact by providing written
notice to the other Party.
IX. FEDERAL AWARD INFORMATION
GRANTEE'S UNIQUE ENTITY IDENTIFIER IS: EMVNEFW2KN4
Federal funding under this Grant Agreement is a subaward under the following
federal award.
Federal Award Identification Number(FAIN): B0454578
A. Assistance Listings Title,Number, and Dollar Amount:
• Maternal and Child Health Services Block Grant to the States — 93.994 —
$8,650,140.00
B. Federal Award Date: 10/29/2024
C. Federal Award Period: 10/01/2024-09/30/2026
_ D. _Name of Federal Awarding Agency: U.S. Department of Health and Human Services,
Health Resources and Services Administration
E. Federal Award Project Description: Maternal and Child Health Services
F. Awarding Official Contact Information: Crystal Howard, Grants Management
Specialist, choward@hrsa.gov
G. Total Amount of Federal Funds Awarded to System Agency: $8,650,140.00
H. Amount of Funds Awarded to Grantee: $25,000.00
I. Identification of Whether the Award is for Research and Development: No
X. CONTRACT DOCUMENTS
The following documents are incorporated by reference and made a part of this Grant
Agreement for all purposes.
Unless expressly stated otherwise in this Grant Agreement, in the event of conflict,
ambiguity, or inconsistency between or among any documents, all System Agency
documents take precedence over Grantee's documents and the Data Use Agreement takes
precedence over all other contract documents.
ATTACHMENT A—SCOPE OF GRANT PROJECT(FY2026)
ATTACHMENT B—BUDGET(FY2026)
ATTACHMENT C—HHS CONTRACT AFFIRMATIONS,VERSION 2.5
ATTACHMENT D—HHS UNIFORM TERMS AND CONDITIONS—GRANT,VERSION
3.5
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ATTACHMENT E—HHS ADDITIONAL PROVISIONS-GRANT FUNDING VERSION 1.0
ATTACHMENT F—HHS DATA USE AGREEMENT V. 8.5—COMMUNITY CENTER
VERSION(LMHA,LA,LIDDA)(WITH ATTACHMENT 2,SPI)
ATTACHMENT G—CERTIFICATION REGARDING LOBBYING
ATTACHMENT H—FEDERAL ASSURANCES-NON-CONSTRUCTION
ATTACHMENT I—FFATA CERTIFICATION FORM
XI. SIGNATURE AUTHORITY
Each Party represents and warrants that the person executing this Grant Agreement on its
behalf has full power and authority to enter into this Grant Agreement. Any services or work
performed by Grantee before this Grant Agreement is effective or after it ceases to be effective
are performed at the sole risk of Grantee.
SIGNATURE PAGE FOLLOWS
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SIGNATURE PAGE FOR SYSTEM AGENCY GRANT AGREEMENT,
CONTRACT No.HHS001564200001
DEPARTMENT OF STATE HEALTH CITY OF PORT ARTHUR
SERVICES
Signature Signature
Name: Name:
Title: Title:
Date of Signature: Date of Signature:
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ATTACHMENT
SCOPE OF GRANT PROJECT (FY2026)
I. GRANTEE RESPONSIBILITIES
Grantee will:
A. Coordinate a Healthy Texas Mothers and Babies (HTMB) community coalition
initiative and collaborate with community partners and stakeholders to strengthen
local capacity and community partnerships to implement evidence-based
interventions to improve perinatal and infant health outcomes and reduce disparities
in infant mortality rates toward achievement of Healthy People 2030 goals.
B. Meet the standards and definitions of a community coalition, as described in the
Prevention Institute's "Developing Effective Coalitions: An Eight Step
Guide," located at the following URL:
https://www.preventioninstitute.org/publications/developing-effective-coalitions-
an-eight-step-guide.
C. Coordinate quarterly HTMB community coalition meetings with DSHS, coalition
member organizations, community members, and other stakeholders to provide a
forum to discuss data, current and emerging perinatal and infant health priorities, and
strategies.
D. Coordinate HTMB community coalition stakeholder and member participation in
webinars, trainings, collaborative learning forums, and other events.
E. Offer activities that strengthen and expand community partnerships by recruiting
and engaging members, developing and defining member roles, and expanding and
strengthening coordination and collaboration among partners.
F. Engage HTMB community coalition membership that is representative of the
community (i.e., service organizations, local WIC clinics, health systems, faith
based, minority community representatives, local government, school districts,
and/or university research partners).
G. Develop sustainable activities and initiatives using best practice recommendations,
tools, and resources.
H. Participate in project planning, sharing, and status meetings (virtual or in person)
with System Agency as scheduled. Schedule meetings approximately on a
monthly basis, and as needed or requested. During status meetings, Communicate
HTMB community coalition needs for technical assistance, perinatal and infant
health and safety subject matter expertise, and support with training,
sustainability, and capacity building.
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I. Attend quarterly calls with other HTMB community coalitions to share programmatic
activities.
J. Use public health data, project metrics, needs assessment information, strategic
planning, and community stakeholder appraisal to develop and refine an Annual
Report by:
1. Coordinating activities and achievement of metrics with partners, stakeholders,
System Agency, and community members;
2. Establishing and tracking process and outcomes metrics; and
3. Activating HTMB community coalition members and stakeholders in
implementation efforts to mobilize community, region, and statewide
involvement, address challenges, identify and share lessons learned, and the
collective impact within the community, region, and statewide.
K. Submit to System Agency the following documents or other reports in the formats
requested by System Agency:
1. A finalized Work Plan that outlines the Grantee's planned approach to comply
with this Contract, including planned implementation and communication
strategies. System Agency must provide written approval of the Work Plan prior
to implementation. Throughout the fiscal year, Grantee must seek System Agency
approval for any communications or marketing activities that are not included in
the approved Work Plan. Grantee must submit the Work Plan by September 30,
2025, to the following email addresses: cdsb@dshs.texas.gov; and
InfantHealth@dshs.texas.gov.
2. Grantee will use data, project indicators, needs assessment information,
strategic planning, and community stakeholder appraisal to develop and refine its
written HTMB community coalition Work Plan that identifies and justifies:
a. The HTMB community coalition's mission and vision;
b. Activities that address perinatal and infant health and mortality, with the infant
defined herein as babies from zero (0) to one (1) year of age, as the target
population and identify baseline data used to develop necessary interventions;
c. Locally appropriate evidence-based and/or evidence-informed infant
mortality and disparity reduction interventions for implementation;
d. A sustainability domain, from the list below, that aligns with each Work Plan
objective:
i. Environmental Support;
ii. Funding Stability;
iii. Partnerships;
iv. Organizational Capacity;
v. Program Evaluation;
vi. Program Adaptation;
vii. Communications; and
viii. Strategic Planning;
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e. Roles and responsibilities of all HTMB community coalition members and
partners;
f. Resources needed and resources to be leveraged for Work Plan
implementation;
g. Communication plans to support coalition and community events, and build
community awareness, regarding perinatal and infant health and safety topics,
or other emerging infant health topics. Communication plans must identify
proposed communication channels, such as social media marketing, digital,
audiovisual and print materials, or other advertising channels that align with
System Agency's HTMB framework and focus; and
h. Evaluation and sustainability measures and milestones implemented.
3. An Annual Program Performance Report, including a description of the
implementation of strategies and activities, progress towards metrics, and the
challenges identified by unmet metrics established in the Work Plan during the project
period (September 1, 2025, through August 31, 2026). Grantee must submit the
Annual Program Performance Report by August 31, 2026, to the following email
addresses: cdsb@dshs.texas.gov; and InfantHealth@dshs.texas.gov.
L. Maintain an inventory of equipment, supplies defined as "Controlled Assets" (see
definition in form titled, "DSHS Contractor's Property Inventory Report (Form
GC-11)," link below), and real property. Grantee must submit an annual cumulative
report of the above stated items on the Form GC-11, located at the following URL:
https://www.dshs.texas.gov/contractor-forms. Grantee submits the Form GC-11,via
email, to FSOequip@dshs.texas.gov, with a copy to the System Agency Contract
Representative identified in SECTION VII,CONTRACT REPRESENTATIVES, of this
Contract, no later than October 15th of each calendar year.
II. PERFORMANCE MEASURES
System Agency will monitor the Grantee's performance of the requirements in this
Scope of Grant Project and compliance with the terms and conditions of the Grant
Agreement.
III. INVOICE AND PAYMENT
a. Grantee shall request monthly payments by the last business day of the month
following the month in which expenses were incurred by submitting the State of
Texas Purchase Vouchers (using Form B-13) currently located at
https://www.dshs.texas.gov/contractor-forms. Grantee shall submit Form B-13 and
any supporting documentation as follows:
i. If by email, then send electronically to: invoices@dshs.state.tx.us,
CMSinvoices@dshs.texas.gov, and InfantHealth@dshs.texas.gov
ii. If by mail,then send to:
Department of State Health Services
Claims Processing Unit, MC 1940
1100 West 49th Street
Austin, Texas 78714
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iii. If by fax, then send to: (512)458-7442
b. Grantee will be paid on a cost reimbursement basis in accordance with the budget
for the corresponding budget period under this Grant Agreement.
c. Grantee shall electronically submit a final close-out invoice(using Form B-13 and
with supporting documentation) no later than thirty (30) calendar days following
the end of the State Fiscal Year 2026. Vouchers received more than thirty(30)days
following the end of fiscal year arc subject to denial of payment.
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ATTACHMENT B
BUDGET
(FY2026)
CATEGORIES AMOUNT
PERSONNEL $48,740.00
FRINGE BENEFITS $21,202.00
TRAVEL $1,025.00
EQUIPMENT $0.00
SUPPLIES $500.00
CONTRACTUAL $0.00
OTHER $3,533.00
TOTAL DIRECT COSTS $75,000.00
INDIRECT COSTS $0.00
TOTAL(DIRECT COSTS $75,000.00
AND INDIRECT COSTS)
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HEALTH AND HUMAN SERVICES
Contract Number HHS001564200001
Attachment C 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 and Grantees (referred to as "Contractor")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
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and acknowledges that this Contract may be terminated and payment withheld if this
certification is inaccurate.
12. Child Support Obligation
Under Section 231.006(d) of the Texas Family Code regarding child support, Contractor
certifies that the individual or business entity named in this Contract and any related
Solicitation Response is not ineligible to receive the specified payment and acknowledges
that the Contract may be terminated and payment may be withheld if this certification is
inaccurate. If the certification is shown to be false, Contractor may be liable for
additional costs and damages set out in 231.006(f).
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/
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All reports made to the OIG must be made through one of the following avenues:
• OIG Toll Free Hotline 1-800-436-6184
• 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 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.
38. Funding Eligibility
Contractor understands, acknowledges, and agrees that, pursuant to Chapter 2272 (eff.
Sept. 1, 2021, Ch. 2273) 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 (eff. Sept. 1, 2021, Ch. 2273) of the Texas Government Code.
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39. Gender Transitioning and Gender Reassignment Procedures and Treatments for
Certain Children—Prohibited Use of Public Money; Prohibited State Health Plan
Reimbursement.
Contractor understands, acknowledges, and agrees that, pursuant to Section 161.704 of
the Texas Health and Safety Code (eff. Sept. 1, 2023), public money may not directly or
indirectly be used, granted,paid, or distributed to any health care provider, medical
school,hospital,physician, or any other entity, organization, or individual that provides
or facilitates the provision of a procedure or treatment to a child that is prohibited under
Section 161.702 of the Texas Health and Safety Code. Contractor also understands,
acknowledges, and agrees that,pursuant to Section 161.705 of the Texas Health and
Safety Code(eff. Sept. 1, 2023), HHSC may not provide Medicaid reimbursement and
the child health plan program established under Chapter 62 may not provide
reimbursement to a physician or health care provider for provision of a procedure or
treatment to a child that is prohibited under Section 161.702 of the Texas Health and
Safety Code. Contractor certifies that it is not ineligible to contract with System Agency
under the terms of Chapter 161, Subchapter X, of the Texas Health and Safety Code.
40. 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.
41. COVID-19 Vaccine Passports
Pursuant to Texas Health and Safety Code, Section 161.0085(c), Contractor certifies that
it does not require its customers to provide any documentation certifying the customer's
COVID-19 vaccination or post-transmission recovery on entry to,to gain access to,or to
receive service from the Contractor's business. Contractor acknowledges that such a
vaccine or recovery requirement would make Contractor ineligible for a state-funded
contract.
42. COVID-19 Vaccinations
Contractor understands, acknowledges, and agrees that,pursuant to Article II of the
General Appropriations Act,none of the General Revenue Funds appropriated to the
Department of State Health Services (DSHS) may be used for the purpose of promoting
or advertising COVID-19 vaccinations in the 2024-25 biennium. It is also the intent of
the legislature that to the extent allowed by federal law, any federal funds allocated to
DSHS shall be expended for activities other than promoting or advertising COVID-19
vaccinations. 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 II.
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43. Entities that Boycott Energy Companies
In accordance with Senate Bill 13,Acts 2021, 87th Leg., R.S.,pursuant to Section
2274.002 (eff. Sept. 1, 2023, Section 2276.002,pursuant to House Bill 4595, Acts 2023,
88th Leg., R.S.) of the Texas Government Code(relating to prohibition on contracts with
companies boycotting certain energy companies), Contractor represents and warrants
that: (1) it does not, and will not for the duration of the Contract,boycott energy
companies or(2)the verification required by Section 2274.002 (eff. Sept. 1, 2023,
Section 2276.002,pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) 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.
44. Entities that Discriminate Against Firearm and Ammunition Industries
In accordance with Senate Bill 19, Acts 2021, 87th Leg., R.S., pursuant to Section
2274.002 of the Texas Government Code (relating to prohibition on contracts with
companies that discriminate against firearm and ammunition industries), Contractor
verifies that: (1) it does not, and will not for the duration of the Contract,have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association or(2)the verification required by Section 2274.002 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.
45. Security Controls for State Agency Data
In accordance with Senate Bill 475,Acts 2021, 87th Leg., R.S.,pursuant to Texas
Government Code, Section 2054.138, Contractor understands, acknowledges, and agrees
that if, pursuant to this Contract, Contractor is or will be authorized to access, transmit,
use, or store data for System Agency, Contractor is required to meet the security controls
the System Agency determines are proportionate with System Agency's risk under the
Contract based on the sensitivity of System Agency's data and that Contractor must
periodically provide to System Agency evidence that Contractor meets the security
controls required under the Contract.
46. Cloud Computing State Risk and Authorization Management Program (TX-RAMP)
In accordance with Senate Bill 475, Acts 2021, 87th Leg., R.S., pursuant to Texas
Government Code, Section 2054.0593, Contractor acknowledges and agrees that, if
providing cloud computing services for System Agency, Contractor must comply with
the requirements of the state risk and authorization management program and that System
Agency may not enter or renew a contract with Contractor to purchase cloud computing
services for the agency that are subject to the state risk and authorization management
program unless Contractor demonstrates compliance with program requirements. If
providing cloud computing services for System Agency that are subject to the state risk
and authorization management program, Contractor certifies it will maintain program
compliance and certification throughout the term of the Contract.
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47. Office of Inspector General Investigative Findings Expert Review
In accordance with Senate Bill 799,Acts 2021, 87th Leg., R.S., if Texas Government
Code, Section 531.102(m-1)(2) (eff. Apr. 1, 2025, Section 544.0106,pursuant to House
Bill 4611,Acts 2023, 88th Leg., R.S.) is applicable to this Contract, Contractor affirms
that it possesses the necessary occupational licenses and experience.
48. Contract for Professional Services of Physicians, Optometrists, and Registered
Nurses
In accordance with Senate Bill 799,Acts 2021, 87th Leg., R.S., if Texas Government
Code, Section 2254.008(a)(2) is applicable to this Contract, Contractor affirms that it
possesses the necessary occupational licenses and experience.
49. Foreign-Owned Companies in Connection with Critical Infrastructure
If Texas Government Code, Section 2274.0102(a)(1) (eff. Sept. 1, 2023, Section
2275.0102(a)(1), pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) (relating to
prohibition on contracts with certain foreign-owned companies in connection with critical
infrastructure)is applicable to this Contract,pursuant to Government Code Section
2274.0102 (eff. Sept. 1,2023, Section 2275.0102,pursuant to House Bill 4595,Acts
2023, 88th Leg., R.S.), Contractor certifies that neither it nor its parent company, nor any
affiliate of Contractor or its parent company, is: (1)majority owned or controlled by
citizens or governmental entities of China, Iran,North Korea,Russia, or any other country
designated by the Governor under Government Code Section 2274.0103 (eff. Sept. 1,
2023, Section 2275.0103, pursuant to House Bill 4595,Acts 2023, 88th Leg.,
R.S.), or(2)headquartered in any of those countries.
50. Critical Infrastructure Subcontracts
For purposes of this Paragraph, the designated countries are China, Iran,North Korea,
Russia, and any countries lawfully designated by the Governor as a threat to critical
infrastructure. Pursuant to Section 117.002 of the Business and Commerce Code,
Contractor shall not enter into a subcontract that will provide direct or remote access to or
control of critical infrastructure, as defined by Section 117.001 of the Texas Business and
Commerce Code, in this state, other than access specifically allowed for product warranty
and support purposes to any subcontractor unless (i)neither the subcontractor nor its
parent company, nor any affiliate of the subcontractor or its parent company, is majority
owned or controlled by citizens or governmental entities of a designated country; and(ii)
neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or
its parent company, is headquartered in a designated country. Contractor will notify the
System Agency before entering into any subcontract that will provide direct or remote
access to or control of critical infrastructure, as defined by Section 117.001 of the Texas
Business & Commerce Code, in this state.
51. Enforcement of Certain Federal Firearms Laws Prohibited
In accordance with House Bill 957, Acts 2021, 87th Leg., R.S., if Texas Government
Code, Section 2.101 is applicable to Contractor, Contractor certifies that it is not
ineligible to receive state grant funds pursuant to Texas Government Code, Section 2.103.
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52. Prohibition on Abortions
Contractor understands, acknowledges, and agrees that, pursuant to Article II of the
General Appropriations Act, (1)no funds shall be used to pay the direct or indirect costs
(including marketing, overhead, rent, phones, and utilities) of abortion procedures
provided by contractors of HHSC; and(2)no funds appropriated for Medicaid Family
Planning, Healthy Texas Women Program, or the Family Planning Program shall be
distributed to individuals or entities that perform elective abortion procedures or that
contract with or provide funds to individuals or entities for the performance of elective
abortion procedures. 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 II.
53. Pursuant to Executive Order GA-48, relating to hardening of state government, issued
November 19, 2024, Contractor certifies it is not and, if applicable, any of its holding
companies or subsidiaries is not:
a. Listed in Section 889 of the 2019 National Defense Authorization Act(NDAA);
or
b. Listed in Section 1260H of the 2021 NDAA; or
c. Owned by the government of a country on the U.S. Department of Commerce's
foreign adversaries list under 15 C.F.R. § 791.4; or
d. Controlled by any governing or regulatory body located in a country on the U.S.
Department of Commerce's foreign adversaries list under 15 C.F.R. § 791.4.
54. 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.
55. 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.
56. 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.
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57. Equal Employment Opportunity
Contractor represents and warrants its compliance with all applicable duly enacted state
and federal laws governing equal employment opportunities.
58. 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).
59. 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.
Signature Page Follows
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Authorized representative on behalf of Contractor must complete and sign the following:
Legal Name of Contractor
Assumed Business Name of Contractor, if applicable (d/b/a or `doing business as')
Texas County(s) for Assumed Business Name(d/b/a or `doing business as')
Attach Assumed Name Certificate(s) 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, Zip Code
Mailing Address, if different City, State, Zip Code
Phone Number Fax Number
Email Address DUNS Number
Federal Employer Identification Number Texas Identification Number(TIN)
Texas Franchise Tax Number Texas Secretary of State Filing
Number
SAM.gov Unique Entity Identifier (UEI)
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Attachment D
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Health and Human Services (HHS)
Uniform Terms and Conditions - Grant
Version 3.5
Published and Effective — September 2024
Responsible Office: Chief Counsel
HHS Uniform Terms and Conditions—Grant v 3.5
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ABOUT THIS DOCUMENT
In this document, Grantees(also referred to in this document as subrecipients or contractors)will find
requirements and conditions applicable to grant funds administered and passed through by both the Texas Health
and Human Services Commission(HHSC)and the Department of State Health Services(DSHS). These
requirements and conditions are incorporated into the Grant Agreement through acceptance by Grantee of any
funding award by HHSC or DSHS.
The terms and conditions in this document are in addition to all requirements listed in the RFA, if any,under
which applications for this grant award are accepted, as well as all applicable federal and state laws and
regulations. Applicable federal and state laws and regulations may include,but are not limited to: 2 CFR Part 200,
Uniform Administrative Requirements,Cost Principles, and Audit Requirements for Federal Awards;
requirements of the entity that awarded the funds to HHS; Chapter 783 of the Texas Government Code; Texas
Comptroller of Public Accounts' agency rules; the Texas Grant Management Standards(TxGMS)developed by
the Texas Comptroller of Public Accounts; and the Funding Announcement, Solicitation, or other
instrument/documentation under which HHS was awarded funds. HHS, in its sole discretion,reserves the right to
add requirements,terms, or conditions.
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TABLE OF CONTENTS
ARTICLE I.DEFINITIONS AND INTERPRETIVE PROVISIONS 6
1.1 DEFINITIONS 6
1.2 INTERPRETIVE PROVISIONS 7
ARTICLE II. PAYMENT PROVISIONS 8
2.1 PROMPT PAYMENT 8
2.2 TAXES 8
2.3 ANCILLARY AND TRAVEL EXPENSES 8
2.4 BILLING 9
2.5 USE OF FUNDS 9
2.6 USE FOR MATCH PROHIBITED 9
2.7 PROGRAM INCOME 9
2.8 NONSUPPLANTING 9
2.9 INDIRECT COST RATES 9
ARTICLE III. STATE AND FEDERAL FUNDING 10
3.1 EXCESS OBLIGATIONS PROHIBITED 10
3.2 NO DEBT AGAINST THE STATE 10
3.3 DEBTS AND DELINQUENCIES 10
3.4 REFUNDS AND OVERPAYMENTS 10
ARTICLE IV.ALLOWABLE COSTS AND AUDIT REQUIREMENTS 10
4.1 ALLOWABLE COSTS 10
4.2 AUDITS AND FINANCIAL STATEMENTS 11
4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS 12
ARTICLE V.WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 12
5.1 WARRANTY 12
5.2 GENERAL AFFIRMATIONS 12
5.3 FEDERAL ASSURANCES 12
5.4 FEDERAL CERTIFICATIONS 12
5.5 STATE ASSURANCES 13
ARTICLE VI. INTELLECTUAL PROPERTY 13
6.1 OWNERSHIP OF WORK PRODUCT 13
6.2 GRANTEE'S PRE-EXISTING WORKS 13
6.3 THIRD PARTY IP 14
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6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS 14
6.5 DELIVERY UPON TERMINATION OR EXPIRATION 14
6.6 SURVIVAL 14
6.7 SYSTEM AGENCY DATA 14
ARTICLE VII. PROPERTY 15
7.1 USE OF STATE PROPERTY 15
7.2 DAMAGE TO STATE PROPERTY 15
7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT 16
7.4 EQUIPMENT ANDPROPERTY 16
ARTICLE VIII. RECORD RETENTION,AUDIT,AND CONFIDENTIALITY 16
8.1 RECORD MAINTENANCE AND RETENTION 16
8.2 AGENCY'S RIGHT TO AUDIT 16
8.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS 17
8.4 STATE AUDITOR'S RIGHT TO AUDIT 17
8.5 CONFIDENTIALITY 18
ARTICLE IX. GRANT REMEDIES,TERMINATION AND PROHIBITED ACTIVITIES 18
9.1 REMEDIES 18
9.2 TERMINATION FOR CONVENIENCE 18
9.3 TERMINATION FOR CAUSE 19
9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS 19
9.5 INHERENTLY RELIGIOUS ACTIVITIES 19
9.6 POLITICAL ACTIVITIES 19
ARTICLE X. INDEMNITY 20
10.1 GENERAL INDEMNITY 20
10.2 INTELLECTUAL PROPERTY 20
10.3 ADDITIONAL INDEMNITY PROVISIONS 21
ARTICLE XI. GENERAL PROVISIONS 21
11.1 AMENDMENTS 21
11.2 No QUANTITY GUARANTEES 21
11.3 CHILD ABUSE REPORTING REQUIREMENTS 21
11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE
POLICY MINIMUM STANDARDS 21
11.5 INSURANCE AND BONDS 22
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11.6 LIMITATION ON AUTHORITY 22
11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS 23
11.8 SUBCONTRACTORS 23
11.9 PERMITTING AND LICENSURE 23
11.10 INDEPENDENT CONTRACTOR 23
11.11 GOVERNING LAW AND VENUE 23
11.12 SEVERABILITY 24
11.13 SURVIVABILITY 24
11.14 FORCE MAJEURE 24
11.15 No IMPLIED WAIVER OF PROVISIONS 24
11.16 FUNDING DISCLAIMERS AND LABELING 24
11.17 MEDIA RELEASES 25
11.18 PROHIBITION ON NON-COMPETE RESTRICTIONS 25
11.19 SOVEREIGN IMMUNITY 25
11.20 ENTIRE CONTRACT AND MODIFICATION 25
11.21 COUNTERPARTS 25
11.22 PROPER AUTHORITY 26
11.23 E-VERIFY PROGRAM 26
11..24 CIVIL RIGHTS 26
11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS 27
11.26 DISCLOSURE OF LITIGATION 27
11.27 No THIRD PARTY BENEFICIARIES 27
11.28 BINDING EFFECT 27
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ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS
1.1 DEFINITIONS
As used in this Grant Agreement, unless a different definition is specified, or 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 Grant Agreement.
"Contract"or"Grant Agreement"means the agreement entered into by the Parties,
including the Signature Document,these Uniform Terms and Conditions,along with any
attachments and amendments that may be issued by the System Agency.
"Deliverables"means the goods, services, and work product, including all reports and
project documentation, required to be provided by Grantee to the System Agency.
"DSHS"means the Department of State Health Services.
"Effective Date"means the date on which the Grant Agreement 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 Grant Agreement. May also be
referred to as"subrecipient" or "contractor" in this document.
"HHSC"means the Texas Health and Human Services Commission.
"Health and Human Services" or"HHS"includes HHSC and DSHS.
"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.
"Parties"means the System Agency and Grantee, collectively.
"Party"means either the System Agency or Grantee, individually.
"Project"means specific activities of the Grantee that are supported by funds provided
under this Grant Agreement.
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"Signature Document"means the document executed by all Parties for this Grant
Agreement.
"Solicitation," "Funding Announcement"or"Request for Applications (RFA)"means
the document(including all exhibits, attachments, and published addenda), issued by the
System Agency under which applications for grant funds were requested, which is
incorporated by reference in the Grant Agreement for all purposes in its entirety.
"Solicitation Response" or"Application"means Grantee's full and complete Solicitation
response (including any attachments and addenda), which is incorporated by reference in
the Grant Agreement 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 the Texas Comptroller of Public Accounts' website
relative to travel reimbursements under this Contract, if any.
"Statement of Work"means the description of activities Grantee must perform to complete
the Project, as specified in the Grant Agreement, and as may be amended.
"System Agency"means HHSC or DSHS,as applicable.
"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
Grant Agreement or through use of any funding provided under this Grant Agreement.
"Texas Grant Management Standards"or"TxGMS"means uniform grant and contract
administration procedures, developed under the authority of Chapter 783 of the
Texas Government Code, to promote the efficient use of public funds in local
government and in programs requiring cooperation among local, state, and federal
agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise
provided by applicable law or directed by System Agency. Additionally, except as
otherwise provided by applicable law, in the event of a conflict between TxGMS and
applicable federal or state law, federal law prevails over state law and state law prevails
over TxGMS.
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 Grant
Agreement as a whole and not to any particular provision, section, attachment, or
schedule of this Grant Agreement unless otherwise specified.
C. The term"including"is not limiting and means "including without limitation"and,
unless otherwise expressly provided in this Grant Agreement, (i)references to contracts
(including this Grant Agreement) 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 Grant
Agreement, 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.
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D. Any references to agreements, contracts, statutes, or administrative rules or regulations
in the Grant Agreement are references to these documents as amended, modified, or
supplemented during the term of the Grant Agreement.
E. The captions and headings of this Grant Agreement are for convenience of reference
only and do not affect the interpretation of this Grant Agreement.
F. All attachments, including those incorporated by reference, and any Amendments are
considered part of the terms of this Grant Agreement.
G. This Grant Agreement may use several different limitations, regulations, or policies to
regulate the same or similar matters. All such limitations,regulations, and policies are
cumulative.
H. 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."
I. Time is of the essence in this Grant Agreement.
J. Prior to execution of the Grant Agreement, Grantee must notify System Agency's
designated contact in writing of any ambiguity, conflict, discrepancy, omission, or other
error. If Grantee fails to notify the System Agency designated contact of any ambiguity,
conflict,-discrepancy, omission, or other error in the Grant Agreement prior to Grantee's
execution of the Grant Agreement, Grantee:
i. Shall have waived any claim of error or ambiguity in the Grant Agreement; and
ii. Shall not contest the interpretation by the System Agency of such provision(s).
No grantee will be entitled to additional reimbursement, relief, or time by reason of any
ambiguity, conflict,discrepancy, exclusionary specification, omission, or other error or
its later correction.
ARTICLE II. PAYMENT PROVISIONS
2.1 PROMPT PAYMENT
Payment shall be made in accordance with Chapter 2251 of the Texas Government Code,
commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas
Government Code shall govern remittance of payment and remedies for late payment and
non-payment.
2.2 TAxEs
Grantee represents and warrants that it shall pay all taxes or similar amounts resulting from
the Grant Agreement, including,but not limited to, any federal, State, or local income, sales
or excise taxes of Grantee or its employees. System Agency shall not be liable for any taxes
resulting from the Grant Agreement.
2.3 ANCILLARY AND TRAVEL EXPENSES
A. Except as otherwise provided in the Grant Agreement, no ancillary expenses incurred by
the Grantee in connection with its provision of the services or deliverables will be
reimbursed by the System Agency. Ancillary expenses include,but are not limited to,
costs associated with transportation, delivery, and insurance for each deliverable.
B. Except as otherwise provided in the Grant Agreement, when the reimbursement of travel
expenses is authorized by the Grant Agreement, all such expenses will be reimbursed in
accordance with the rates set by the Texas Comptroller's Textravel guidelines, which can
currently be accessed at: https://fmx.cpa.texas.gov/fmx/travel/textravel/
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2.4 BILLING
Unless otherwise provided in the Grant Agreement, Grantee shall bill the System Agency in
accordance with the Grant Agreement. Unless otherwise specified in the Grant Agreement,
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.
2.5 USE OF FUNDS
Grantee shall expend funds under this Grant Agreement only for approved services and foi
reasonable and allowable expenses directly related to those services.
2.6 USE FOR MATCH PROHIBITED
Grantee shall not use funds provided under this Grant Agreement for matching purposes in
securing other funding without the written approval of the System Agency.
2.7 PROGRAM INCOME
Program income refers to gross income directly generated by a supporting activity during
the period of performance. Unless otherwise required under the Grant Agreement, Grantee
shall use Program Income, as provided in TxGMS, to further the Project, and Grantee shall
spend the Program Income on the Project. Grantee shall identify and report Program Income
in accordance with the Grant Agreement, applicable law, and any programmatic guidance.
Grantee shall expend Program Income during the Grant Agreement 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 Grant
Agreement.
2.8 NONSUPPLANTING
Grant funds must be used to supplement existing,new or corresponding programming and
related activities. Grant funds may not be used to supplant(replace) existing funds that have
been appropriated, allocated, or disbursed for the same purpose. System Agency may
conduct Grant monitoring or audits may be conducted to review, among other things,
Grantee's compliance with this provision.
2.9 INDIRECT COST RATES
The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for
all applicable Grant Agreements. For subrecipients receiving federal funds, indirect cost
rates will be determined in accordance with applicable law including, but not limited to, 2
CFR 200.414(f). For recipients receiving state funds, indirect costs will be determined in
accordance with applicable law including, but not limited to, TxGMS. Grantees funded with
blended federal and state funding will be subject to both state and federal requirements when
determining indirect costs. In the event of a conflict between TxGMS and applicable federal
law or regulation, the provisions of federal law or regulation will apply. Grantee will provide
any necessary financial documents to determine the indirect cost rate in accordance with the
Uniform Grant Guidance (UGG) and TxGMS.
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ARTICLE III. STATE AND FEDERAL FUNDING
3.1 EXCESS OBLIGATIONS PROHIBITED
This Grant Agreement is subject to termination or cancellation,without penalty to System
Agency, either in whole or in part, subject to the availability and actual receipt by System
Agency of state or federal 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 Grant Agreement impossible or unnecessary,the Grant Agreement 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. Additionally, System Agency will not be liable to Grantee for any
remaining unpaid funds under this Grant Agreement at time of termination.
3.2 NO DEBT AGAINST THE STATE
This Grant Agreement will not be construed as creating any debt by or on behalf of the State
of Texas.
3.3 DEBTS AND DELINQUENCIES
Grantee agrees that any payments due under the Grant Agreement 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
during the entirety of the Grant Agreement term.
3.4 REFUNDS AND OVERPAYMENTS
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—
to System Agency any funds erroneously paid by System Agency which are not expressly
authorized under the Grant Agreement.
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 Grant
Agreement, including any unapproved expenditures. Grantee understands and agrees that
it shall be liable to the System Agency for any costs disallowed pursuant to financial and
compliance audit(s) of funds received under this Grant Agreement. 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 Grant Agreement.
ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS
4.1 ALLOWABLE COSTS
A. Allowable Costs are restricted to costs that are authorized under Texas Uniform Grant
Management Standards (TxGMS) and applicable state and federal rules and laws. This
Grant Agreement is subject to all applicable requirements of TxGMS, including the
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criteria for Allowable Costs. Additional federal requirements apply if this Grant
Agreement is funded, in whole or in part,with federal funds.
B. System Agency will reimburse Grantee for actual,allowable, and allocable costs incurred
by Grantee in performing the Project,provided the costs 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 Grant Agreement. 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 remaining funds available under this Grant Agreement in amounts
necessary to fulfill Grantee's repayment obligations. Grantee and all payments received
by Grantee under this Grant Agreement are subject to applicable cost principles, audit
requirements, and administrative requirements including applicable provisions under 2
CFR 200, 48 CFR Part 31, and TxGMS.
C. OMB Circulars will be applied with the modifications prescribed by TxGMS 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. Grantee understands and agrees that Grantee is subject to any and all applicable audit
requirements found in state or federal law or regulation or added by this Grant
Agreement.
ii. 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 may be subject to sanctions and remedies for
non-compliance.
iii. If Grantee, within Grantee's fiscal year, expends federal funds awarded of at least
$750,000 for audit periods beginning before October 1,2024 (beginning on or after
October 1, 2024, at least$1,000,000), 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.
iv. If Grantee, within Grantee's fiscal year, expends at least$750,000 in state funds
awarded or other amount specified in the TxGMS, Grantee shall have a single audit
or program-specific audit in accordance with TxGMS. The audit must be conducted
by an independent certified public accountant and in accordance with 2 CFR 200,
Government Auditing Standards, and TxGMS.
v. 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
TxGMS, as applicable, for their program-specific audits.
vi. Each Grantee 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
applicable provisions of 2 CFR 200 and TxGMS.
B. Financial Statements.
Each Grantee that does not meet the expenditure threshold for a single audit or program-
specific audit, must provide financial statements for the audit period.
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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 one electronic
copy of the single audit or program-specific audit to the System Agency via:
i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or,
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 not required
to submit an audit, shall submit one electronic copy of their 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. WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS
5.1 WARRANTY
Grantee warrants that all work under this Grant Agreement shall be completed in a manner
consistent with standards under the terms of this Grant Agreement, in the applicable trade,
profession, or industry; shall conform to or exceed the specifications set forth in the Grant
Agreement;and all deliverables shall be fit for ordinary use,of good quality,and with no
material defects. If System Agency, in its sole discretion, determines Grantee has failed to
complete work timely or to perform satisfactorily under conditions required by this Grant
Agreement,the System Agency may require Grantee, at its sole expense, to:
i. Repair or replace all defective or damaged work;
ii. Refund any payment Grantee received from System Agency for all defective or
damaged work and, in conjunction therewith,require Grantee to accept the return of
such work; and,
iii. Take necessary action to ensure that Grantee's future performance and work conform
to the Grant Agreement requirements.
5.2 GENERAL AFFIRMATIONS
Grantee certifies that,to the extent affirmations are incorporated into the Grant Agreement,
the Grantee has reviewed the affirmations and that Grantee is in compliance with all
requirements.
5.3 FEDERAL ASSURANCES
Grantee further certifies that, to the extent federal assurances are incorporated into the Grant
Agreement,the Grantee has reviewed the federal assurances and that Grantee is in
compliance with all requirements.
5.4 FEDERAL CERTIFICATIONS
Grantee further certifies that, to the extent federal certifications are incorporated into the
Grant Agreement, 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 Grant Agreement.
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5.5 STATE ASSURANCES
Except to the extent of any conflict under applicable law or requirements or guidelines of
any federal awarding agency from which funding for this Grant Agreement originated,the
Grantee must comply with the applicable state assurances included within the TxGMS
which are incorporated here by reference.
ARTICLE VI. INTELLECTUAL PROPERTY
6.1 OWNERSHIP OF WORK PRODUCT
A. 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.
B. 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 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.
C. Grantee agrees to execute all papers and to perform such other acts as System Agency
may deem necessary to secure for System Agency or its designee the rights herein
assigned.
D. 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.
E. The foregoing does not apply to Incorporated Pre-existing Works or Third Party IP that
are incorporated in the Work Product by Grantee. Grantee shall provide System Agency
access during normal business hours to all Grantee materials,premises, and computer
files containing the Work Product.
6.2 GRANTEE'S PRE-EXISTING WORKS
A. 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 Grant Agreement ("Incorporated Pre-existing Works"), Grantee retains ownership
of such Incorporated Pre-existing Works.
B. 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, reproduce, 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.
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C. 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 THIRD PARTY IP
A. To the extent that any Third Party IP is included or incorporated in the Work Product by
Grantee,Grantee hereby grants to System Agency,or shall obtain from the applicable
third party for System Agency's benefit,the irrevocable,perpetual, non-exclusive,
worldwide, royalty-free right and license, for System Agency's internal business or
governmental purposes only, to use, reproduce, display,perform, distribute copies of,
and prepare derivative works based upon such Third Party IP and any derivative works
thereof embodied in or delivered to System Agency in conjunction with the Work
Product, and to authorize others to do any or all of the foregoing.
B. Grantee shall obtain System Agency's advance written approval prior to incorporating
any Third Party IP into the Work Product, and Grantee shall notify System Agency on
delivery of the Work Product if such materials include any Third Party IP.
C. Grantee shall provide System Agency all supporting documentation demonstrating
Grantee's compliance with this Section 6.3, including without limitation documentation
indicating a third party's written approval for Grantee to use any Third Party IP that may
be incorporated in the Work Product.
6.4 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, Intellectual Property.
6.5 DELIVERY UPON TERMINATION OR EXPIRATION
No later than the first calendar day after the termination or expiration of the Grant Agreement
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 Grant Agreement.Grantee will not retain any copies of the Work Product or any
documentation or other products or results of Grantee's activities under the Grant Agreement
without the prior written consent of System Agency.
6.6 SURVIVAL
The provisions and obligations of this Article survive any termination or expiration of the
Grant Agreement.
6.7 SYSTEM AGENCY DATA
A. As between the Parties, all data and information acquired, accessed, or made available to
Grantee by, through, or on behalf of System Agency or System Agency contractors,
including all electronic data generated,processed,transmitted, or stored by Grantee in
the course of providing data processing services in connection with Grantee's
performance hereunder(the"System Agency Data"),is owned solely by System Agency.
B. Grantee 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 Grantee to
fulfill its obligations under the Grant Agreement or as authorized in advance in writing
by System Agency.
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C. For the avoidance of doubt, Grantee 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.
D. Grantee shall make System Agency Data available to System Agency, including to
System Agency's designated vendors, as directed in writing by System Agency. The
foregoing shall be at no cost to System Agency.
E. Furthermore,the proprietary nature of Grantee's systems that process, store, collect,
and/or transmit the System Agency Data shall not excuse Grantee's performance of its
obligations hereunder.
ARTICLE VII. PROPERTY
7.1 USE OF STATE PROPERTY
A. Grantee is prohibited from using State Property for any purpose other than performing
Services authorized under the Grant Agreement.
B. State Property includes,but is not limited to, System Agency's office space,
identification badges, System Agency information technology equipment and networks
(e.g., laptops,portable printers, cell phones, iPads or tablets, external hard drives, data
storage devices, any System Agency-issued software, and the System Agency Virtual
Private Network(VPN client)), and any other resources of System Agency.
C. Grantee shall not remove State Property from the continental United States. In addition,
Grantee may not use any computing device to access System Agency's network or e-
mail while outside of the continental United States.
D. Grantee shall not perform any maintenance services on State Property unless the Grant
Agreement expressly authorizes such Services.
E. During the time that State Property is in the possession of Grantee, Grantee shall be
responsible for:
i. all repair and replacement charges incurred by State Agency that are associated with
loss of State Property or damage beyond normal wear and tear, and
ii. all charges attributable to Grantee's use of State Property that exceeds the Grant
Agreement scope. Grantee shall fully reimburse such charges to System Agency
within ten(10) calendar days of Grantee's receipt of System Agency's notice of
amount due. Use of State Property for a purpose not authorized by the Grant
Agreement shall constitute breach of contract and may result in termination of the
Grant Agreement and the pursuit of other remedies available to System Agency
under contract, at law, or in equity.
7.2 DAMAGE TO STATE PROPERTY
A. In the event of loss,destruction,or damage to any System Agency or State of Texas
owned, leased, or occupied property or equipment by Grantee or Grantee's employees,
agents, Subcontractors, or suppliers, Grantee shall be liable to System Agency and the
State of Texas for the full cost of repair, reconstruction, or replacement of the lost,
destroyed, or damaged property.
B. Grantee shall notify System Agency of the loss, destruction,or damage of equipment or
property within one (1)business day. Grantee shall reimburse System Agency and the
State of Texas for such property damage within ten(10)calendar days after Grantee's
receipt of System Agency's notice of amount due.
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7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT
In the event the Grant Agreement is terminated for any reason or expires, State Property
remains the property of the System Agency and must be returned to the System Agency by
the earlier of the end date of the Grant Agreement or upon System Agency's request.
7.4 EQUIPMENT AND PROPERTY
All equipment and property acquired by Grantee, with funds awarded under this Grant
Agreement, are subject to all applicable laws and governing authority including,but not
limited to, applicable provisions of 2 CFR 200 and TxGMS. System Agency funds must not
be used to purchase buildings or real property without prior written approval from System
Agency. Any costs related to the initial acquisition of the buildings or real property are not
allowable without written pre-approval.
ARTICLE VIII. RECORD RETENTION,AUDIT,AND CONFIDENTIALITY
8.1 RECORD MAINTENANCE AND RETENTION
A. 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 all
information required to determine compliance with the terms and conditions of this Grant
Agreement and all state and federal rules,regulations, and statutes. Grantee shall ensure
these same requirements are included in all subcontracts.
B. Grantee shall maintain and retain legible copies of this Grant Agreement and all records
relating to the performance of the Grant Agreement, including supporting fiscal
documents adequate to ensure that claims for grant funds are in accordance with
applicable State of Texas requirements. These records shall be maintained and retained
by the Grantee for a minimum of seven(7)years after the Grant Agreement expiration
date or seven(7)years after all audits, claims, litigation, or disputes involving the Grant
Agreement are resolved,whichever is later. Grantee shall ensure these same
requirements are included in all subcontracts.
8.2 AGENCY'S RIGHT TO AUDIT
A. Grantee shall make available at reasonable times and upon reasonable notice, and for
reasonable periods, work papers, reports,books, records, supporting documents kept
current by Grantee pertaining to the Grant Agreement for purposes of inspecting,
monitoring, auditing, or evaluating by System Agency and the State of Texas. Grantee
shall ensure these same requirements are included in all subcontracts.
B. 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 Grant Agreement. Grantee shall permit the System Agency or any of its duly
authorized federal, state, or local authorities unrestricted access to and the right to
examine all external contracts and or pricing models or methodologies related to the
Grant Agreement. Grantee shall ensure these same requirements are included in all
subcontracts. If the Grant Agreement includes federal funds, federal agencies that shall
have a right of access to records as described in this section include: the federal agency
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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, HHS'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.
C. If deemed necessary by the System Agency or any duly authorized authority, for the
purpose of oversight, including,but not limited to, reviews, inspections, audits and
investigations, Grantee shall produce original documents related to this Grant
Agreement.
D. 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 and payments related to the Grant Agreement, including those related to a
Subcontractor.
E. Grantee shall include the System Agency's and any of its duly authorized
representatives', as well as duly authorized federal, state, or local authorities,
unrestricted right of access to, and examination of, sites and information related to this
Grant Agreement in any Subcontract it awards.
8.3 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, inspection or investigation of the Grant Agreement 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 HHS 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 Grant Agreement.
C. Grantee shall include the requirement to provide to System Agency(and any of its duly
authorized federal, state, or local authorities) internal audit reports related to this Grant
Agreement in any Subcontract it awards. Upon request by System Agency, Grantee shall
enforce this requirement against its Subcontractor. Further, Grantee shall include in any
Subcontract it awards a requirement that all Subcontractor Subcontracts must also
include these provisions.
8.4 STATE AUDITOR'S RIGHT TO AUDIT
The state auditor may conduct an audit or investigation of any entity receiving funds from the
state directly under the Grant Agreement or indirectly through a subcontract under the Grant
Agreement. The acceptance of funds directly under the Grant Agreement or indirectly
through a subcontract under the Grant Agreement 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. Grantee shall ensure the authority to audit funds received
indirectly by subcontractors through the contract and the requirement to cooperate is
included in any subcontract it awards.
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8.5 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
Article VIII will survive termination or expiration of this Grant Agreement. Further, the
obligations of Grantee under this Article VIII will survive termination or expiration of this
Grant Agreement. This requirement must be included in all subcontracts awarded by
Grantee.
ARTICLE IX. GRANT REMEDIES,TERMINATION AND PROHIBITED ACTIVITIES
9.1 REMEDIES
A To ensure Grantee's full performance of the Grant Agreement and compliance with
applicable law, 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 the following:
i. temporarily withholding cash disbursements or reimbursements pending correction of
the deficiency;
ii. disallowing or denying use of funds for the activity or action deemed not to be in
compliance;
iii. disallowing claims for reimbursement that may require a partial or whole return of
previous payments or reimbursements;
iv. suspending all or part of the Grant Agreement;
v. requiring the Grantee to take specific actions in order to remain in compliance with
the Grant Agreement;
vi. recouping payments made by the System Agency to the Grantee found to be in error;
vii. suspending, limiting, or placing conditions on the Grantee's continued performance
of the Project;
viii. prohibiting the Grantee from receiving additional funds for other grant programs
administered by the System Agency until satisfactory compliance resolution is
obtained;
ix. withholding release of new grant agreements; and
x. imposing any other remedies,sanctions or penalties authorized under this Grant
Agreement or permitted by federal or state statute, law,regulation or rule.
B. Unless expressly authorized by System Agency, Grantee may not be entitled to
reimbursement for expenses incurred while the Grant Agreement is suspended.
C. No action taken by System Agency in exercising remedies or imposing sanctions will
constitute or operate as a waiver of any other rights or remedies available to System
Agency under the Grant Agreement or pursuant to law. Additionally,no action taken by
System Agency in exercising remedies or imposing sanctions will constitute or operate
as an acceptance,waiver, or cure of Grantee's breach. Unless expressly authorized by
System Agency, Grantee may not be entitled to reimbursement for expenses incurred
while the Grant Agreement is suspended or after termination.
9.2 TERMINATION FOR CONVENIENCE
The System Agency may terminate the Grant Agreement, in whole or in part, 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 the
System Agency's notice of termination.
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9.3 TERMINATION FOR CAUSE
A. Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law,the
System Agency may terminate the Grant Agreement,in whole or in part,upon either of
the following conditions:
i. Material Breach
The System Agency may terminate the Grant Agreement, in whole or in part, if the
System Agency determines, in its sole discretion, that Grantee has materially
breached the Grant Agreement or has failed to adhere to any laws, ordinances,
rules, regulations or orders of any public authority having jurisdiction,whether or
not such violation prevents or substantially impairs performance of Grantee's duties
under the Grant Agreement. Grantee's misrepresentation in any aspect including,
but not limited to, of Grantee's Solicitation Application, if any, or Grantee's
addition to the SAM exclusion list(identification in SAM as an excluded entity)
may also constitute a material breach of the Grant Agreement.
ii. Failure to Maintain Financial Viability
The System Agency may terminate the Grant Agreement if the System Agency, in
its sole discretion, determines that Grantee no longer maintains the financial
viability required to complete the services and deliverables, or otherwise fully
perform its responsibilities under the Grant Agreement.
B. System Agency will specify the effective date of such termination in the notice to
Grantee. If no effective date is specified,the Grant Agreement will terminate on the
date of the notification.
9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS
If the System Agency terminates the Grant Agreement for cause,the Grantee shall be
responsible to the System Agency for all costs incurred by the System Agency and the State
of Texas to replace the Grantee. These costs include,but are not limited to, the costs of
procuring a substitute grantee and the cost of any claim or litigation attributable to Grantee's
failure to perform any work in accordance with the terms of the Grant Agreement.
9.5 INHERENTLY RELIGIOUS ACTIVITIES
Grantee may not use grant funding to engage in inherently religious activities, such as
proselytizing, scripture study, or worship. Grantees may engage in inherently religious
activities; however, these activities must be separate in time or location from the grant-
funded program. Moreover, grantees must not compel program beneficiaries to participate in
inherently religious activities. These requirements apply to all grantees, not just faith-based
organizations.
9.6 POLITICAL ACTIVITIES
Grant funds cannot be used for the following activities:
A. Grantees and their relevant sub-grantees or subcontractors are prohibited from using
grant funds directly or indirectly for political purposes, including lobbying, advocating
for legislation, campaigning for, endorsing, contributing to, or otherwise supporting
political candidates or parties, and voter registration campaigns. Grantees may use
private, or non-System Agency money or contributions for political purposes but may
not charge to, or be reimbursed from, System Agency contracts or grants for the costs of
such activities.
B. Grant-funded employees may not use official authority or influence to achieve any
political purpose and grant funds cannot be used for the salary,benefits, or any other
compensation of an elected official.
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C. Grant funds may not be used to employ, in any capacity, a person who is required by
Chapter 305 of the Texas Government Code to register as a lobbyist. Additionally, grant
funds cannot be used to pay membership dues to an organization that partially or wholly
pays the salary of a person who is required by Chapter 305 of the Texas Government
Code to register as a lobbyist.
D. As applicable, Grantee will comply with 31 USC § 1352, relating to the limitation on use
of appropriated funds to influence certain Federal contracting and financial transactions.
ARTICLE X. INDEMNITY
10.1 GENERAL 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,
ATTORNEYS' 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
GRANT AGREEMENT AND ANY PURCHASE ORDERS ISSUED UNDER THE
GRANT AGREEMENT.
B. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE
CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD
HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR
LIABILITIES RESULTING FROM THE NEGLIGENT 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 GRANT
AGREEMENT.
10.2 INTELLECTUAL PROPERTY
GRANTEE SHALL DEFEND,INDEMNIFY,AND HOLD HARMLESS THE
SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY
AND ALL CLAIMS,VIOLATIONS, MISAPPROPRIATIONS, OR
INFRINGEMENT OF ANY PATENT, TRADEMARK,COPYRIGHT, TRADE
SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER
INTANGIBLE PROPERTY,PUBLICITY OR PRIVACY RIGHTS,AND/OR IN
CONNECTION WITH OR ARISING FROM:
I. THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS
GRANT AGREEMENT;
ii. ANY DELIVERABLE,WORK PRODUCT, CONFIGURED SERVICE OR
OTHER SERVICE PROVIDED HEREUNDER; AND/OR
m. SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF
ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO
SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM
AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE
UNDER THE GRANT AGREEMENT.
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10.3 ADDITIONAL INDEMNITY PROVISIONS
A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY
WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM.
GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE,
INCLUDING ATTORNEYS' FEES.
B. THE DEFENSE SHALL BE COORDINATED BY THE 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.
C. GRANTEE SHALL REIMBURSE SYSTEM AGENCY AND THE STATE OF
TEXAS FOR ANY CLAIMS,DAMAGES, COSTS, EXPENSES OR OTHER
AMOUNTS,INCLUDING,BUT NOT LIMITED TO,ATTORNEYS' FEES AND
COURT COSTS,ARISING FROM ANY SUCH CLAIM. IF THE SYSTEM
AGENCY DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS
INTERESTS AND THOSE OF GRANTEE OR IF SYSTEM AGENCY IS
REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL,
SYSTEM AGENCY WILL BE PERMITTED TO SELECT SEPARATE
COUNSEL AND GRANTEE SHALL PAY ALL REASONABLE COSTS OF
SYSTEM AGENCY'S COUNSEL.
ARTICLE XI. GENERAL PROVISIONS
11.1 AMENDMENTS
Except as otherwise expressly provided, the Grant Agreement may only be amended by a
written Amendment executed by both Parties.
11.2 No QUANTITY GUARANTEES
The System Agency makes no guarantee of volume or usage of work under this Grant
Agreement. All work requested may be on an irregular and as needed basis throughout the
Grant Agreement term.
11.3 CHILD ABUSE REPORTING REQUIREMENTS
A. Grantees shall comply with child abuse and neglect reporting requirements in Texas
Family Code Chapter 261. This section is in addition to and does not supersede any
other legal obligation of the Grantee to report child abuse.
B. Grantee shall use the Texas Abuse Hotline Website located at
https://www.txabusehotline.org/Login/Default.aspx as required by the System
Agency. Grantee shall retain reporting documentation on site and make it available for
inspection by the System Agency.
11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO-FREE WORKPLACE POLICY
MINIMUM STANDARDS
A. Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that
meets or exceeds all of the following minimum standards of:
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i. Prohibiting the use of all forms of tobacco products, including but not limited to
cigarettes, cigars,pipes,water pipes (hookah),bidis,kreteks, electronic cigarettes,
smokeless tobacco, snuff and chewing tobacco;
ii. Designating the property to which this Policy applies as a"designated area,"which
must at least comprise all buildings and structures where activities funded under this
Grant Agreement are taking place, as well as Grantee owned, leased, or controlled
sidewalks, parking lots, walkways, and attached parking structures immediately
adjacent to this designated area;
iii. Applying to all employees and visitors in this designated area; and
iv. Providing for or referring its employees to tobacco use cessation services.
B. If Grantee cannot meet these minimum standards, it must obtain a waiver from the
System Agency.
11.5 INSURANCE AND BONDS
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. In addition,if required by System Agency,Grantee must obtain and have on file a
blanket fidelity bond that indemnifies System Agency against the loss or theft of any grant
funds, including applicable matching funds. The fidelity bond must cover the entirety of the
grant term and any subsequent renewals. The failure of Grantee to comply with these
requirements may subject Grantee to remedial or corrective actions detailed in section 10.1,
General Indemnity, above.
These and all other insurance requirements under the Grant apply to both Grantee and its
Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance
with all requirements.
11.6 LIMITATION ON AUTHORITY
A. Grantee shall not have any authority to act for or on behalf of the System Agency or the
State of Texas except as expressly provided for in the Grant Agreement; no other
authority,power, or use is granted or implied. Grantee may not incur any debt, obligation,
expense, or liability of any kind on behalf of System Agency or the State of Texas.
B. Grantee may not rely upon implied authority and is not granted authority under the Grant
Agreement to:
i. Make public policy on behalf of the System Agency;
ii. Promulgate, amend, or disregard administrative regulations or program policy
decisions made by State and federal agencies responsible for administration of a
System Agency program; or
iii. Unilaterally communicate or negotiate with any federal or state agency or the Texas
Legislature on behalf of the System Agency regarding System Agency programs or
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the Grant Agreement. However,upon System Agency request and with reasonable
notice from System Agency to the Grantee, the Grantee shall assist the System
Agency in communications and negotiations regarding the Work under the Grant
Agreement with state and federal governments.
11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS
Grantee shall comply with all laws,regulations, requirements, and guidelines applicable to a
Grantee providing services and products required by the Grant Agreement to the State of
Texas, as these laws,regulations,requirements,and guidelines currently exist and as amended
throughout the term of the Grant Agreement.Notwithstanding Section 11.1,Amendments,
above,System Agency reserves the right,in its sole discretion,to unilaterally amend the Grant
Agreement to incorporate any modifications necessary for System Agency's compliance, as
an agency of the State of Texas,with all applicable state and federal laws, regulations,
requirements and guidelines.
11.8 SUBCONTRACTORS
Grantee may not subcontract any or all of the Work and/or obligations under the Grant
Agreement without prior written approval of the System Agency. Subcontracts, if any,
entered into by the Grantee shall be in writing and be subject to the requirements of the
Grant Agreement. Should Grantee subcontract any of the services required in the Grant
Agreement, Grantee expressly understands and acknowledges 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 Grant Agreement.
11.9 PERMITTING AND LICENSURE
At Grantee's sole expense,.Grantee shall procure and maintain for the duration of this Grant
Agreement 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 Grant Agreement. 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 Grant Agreement.
11.10 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 Grant Agreement. Neither Grantee nor System Agency is an agent of the other and
neither may make any commitments on the other party's behalf. The Grantee is not a
"governmental body"solely by virtue of this Grant Agreement or receipt of grant funds
under this Grant Agreement. 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 Grant Agreement shall not create any joint venture,partnership, agency, or employment
relationship between Grantee and System Agency.
11.11 GOVERNING LAW AND VENUE
The Grant Agreement 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
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arising under the Grant Agreement 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.
11.12 SEVERABILITY
If any provision contained in this Grant Agreement is held to be unenforceable by a court of
law or equity, such construction will not affect the legality, validity, or enforceability of any
other provision or provisions of this Grant Agreement. It is the intent and agreement of the
Parties this Grant Agreement shall be deemed amended by modifying such provision to the
extent necessary to render it valid, legal and enforceable while preserving its intent or, if
such modification is not possible,by substituting another provision that is valid,legal and
enforceable and that achieves the same objective. All other provisions of this Grant
Agreement will continue in full force and effect.
11.13 SURVIVABILITY
Expiration or termination of the Grant Agreement for any reason does not release Grantee
from any liability or obligation set forth in the Grant Agreement 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 Grant Agreement, including without limitation the provisions
regarding return of grant funds, audit requirements, records retention, public information,
warranty, indemnification, confidentiality, and rights and remedies upon termination.
11.14 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 Grant Agreement 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 deemed 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.
11.15 No IMPLIED 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 Grant
Agreement shall not be construed as a waiver of the violation or breach, or of any future
violation or breach.
11.16 FUNDING DISCLAIMERS AND LABELING
A. Grantee shall not use System Agency's name or refer to System Agency directly or
indirectly in any media appearance,public service announcement, or disclosure relating
to this Grant Agreement including any promotional material without first obtaining
written consent from System Agency. The foregoing prohibition includes,without
limitation, the placement of banners,pop-up ads, or other advertisements promoting
Grantee's or a third parry's products, services, workshops,trainings, or other commercial
offerings on any website portal or internet-based service or software application hosted
or managed by Grantee. This does not limit the Grantee's responsibility to comply with
obligations related to the Texas Public Information Act or Texas Open Meetings Act.
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B. In general, no publication(including websites, reports,projects, etc.)may convey
System Agency's recognition or endorsement of the Grantee's project without prior
written approval from System Agency. Publications funded in part or wholly by HHS
grant funding must include a statement that"HHS and neither any of its components
operate, control, are responsible for, or necessarily endorse, this publication(including,
without limitation, its content, technical infrastructure, and policies, and any services or
tools provided)" at HHS's request.
11.17 MEDIA RELEASES
A. Grantee shall not use System Agency's name, logo, or other likeness in any press
release, marketing material or other announcement without System Agency's prior
written approval. System Agency does not endorse any vendor,commodity,or service.
Grantee is not authorized to make or participate in any media releases or public
announcements pertaining to this Grant Agreement or the Services to which they relate
without System Agency's prior written consent, and then only in accordance with
explicit written instruction from System Agency.
B. Grantee may publish, at its sole expense, results of Grantee performance under the Grant
Agreement 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.
11.18 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.
11.19 SOVEREIGN IMMUNITY
Nothing in the Grant Agreement will be construed as a waiver of the System Agency's or
the State's sovereign immunity. This Grant Agreement 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 Grant Agreement 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 Grant Agreement or by its
conduct prior to or subsequent to entering into the Grant Agreement.
11.20 ENTIRE CONTRACT AND MODIFICATION
The Grant Agreement 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 Grant
Agreement will be harmonized with this Grant Agreement to the extent possible.
11.21 COUNTERPARTS
This Grant Agreement 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 Grant
Agreement.
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11.22 PROPER AUTHORITY
Each Party represents and warrants that the person executing this Grant Agreement on its
behalf has full power and authority to enter into this Grant Agreement.
11.23 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:
A. all persons employed to perform duties within Texas during the term of the Grant
Agreement; and
B. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant
to the Grant Agreement within the United States of America.
11.24 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 et seq.);
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);
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 Grant Agreement.
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:
https://hhs.texas.gov/about-hhs/your-rights/civil-rights-office/civil-rights-posters
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.
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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 complaints of discrimination
received relating to its performance under this Grant Agreement. This notice must be
delivered no more than ten (10) calendar days after receipt of a complaint. Notice
provided pursuant to this section must be directed to:
HHSC Civil Rights Office
701 W. 51st Street, Mail CodeW206
Austin, Texas 78751
Phone Toll Free: (888) 388-6332
Phone: (512)438-4313
Fax: (512)438-5885
Email: HHSCivilRightsOffice@hhsc.state.tx.us
11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS
Grantee shall conform to HHS standards for data management as described by the policies
of the HHS Office of Data, Analytics, and Performance. These include, but are not limited
to, standards for documentation and communication of data models, metadata, and other
data definition methods that are required by HHS for ongoing data governance, strategic
portfolio analysis, interoperability planning, and valuation of HHS System data assets.
11.26 DISCLOSURE OF LITIGATION
A. The Grantee must disclose in writing to the contract manager assigned to this Grant
Agreement any material civil or criminal litigation or indictment either threatened or
pending involving the Grantee. "Threatened litigation"as used herein shall include
governmental investigations and civil investigative demands. "Litigation" as used herein
shall include administrative enforcement actions brought by governmental agencies. The
Grantee must also disclose any material litigation threatened or pending involving
Subcontractors, consultants, and/or lobbyists. For purposes of this section, "material"
refers, but is not limited,to any action or pending action that a reasonable person
knowledgeable in the applicable industry would consider relevant to the Work under the
Grant Agreement or any development such a person would want to be aware of in order
to stay fully apprised of the total mix of information relevant to the Work, together with
any litigation threatened or pending that may result in a substantial change in the
Grantee's financial condition.
B. This is a continuing disclosure requirement; any litigation commencing after Grant
Agreement Award must be disclosed in a written statement to the assigned contract
manager within seven calendar days of its occurrence.
11.27 No THIRD PARTY BENEFICIARIES
The Grant Agreement is made solely and specifically among and for the benefit of the
Parties named herein and their respective successors and assigns, and no other person shall
have any right, interest, or claims hereunder or be entitled to any benefits pursuant to or on
account of the Grant Agreement as a third-party beneficiary or otherwise.
11.28 BINDING EFFECT
The Grant Agreement shall inure to the benefit of,be binding upon, and be enforceable
against each Party and their respective permitted successors, assigns, transferees, and
delegates.
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ATTACHMENT E
4,e710 st: )(As
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.. .
Health and Human Services (HHS)
Additional Provisions - Grant Funding
Version 1.0
Health and Human Services
Additional Provisions V.1.0—Grant Funding
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TABLE OF CONTENTS
1. TRADEMARK LICENSE 3
2. TRADEMARK OWNERSHIP 3
3. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS 3
4. NOTICE OF GRANT AGREEMENT/CONTRACT ACTION 4
5. NOTICE OF BANKRUPTCY 4
6. NOTICE OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL 4
7. BYRD ANTI-LOBBYING AMENDMENT 4
8. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT 4
9. COMPLIANCE WITH LAWS,RULES,AND REQUIREMENTS ..4
10.DISCLOSURE OF VIOLATIONS OF FEDERAL CRIMINAL LAW 5
11.EXCLUDED PARTIES ..5
12.NO CONFLICTS OF INTEREST (FEDERAL) .5
13. OPEN MEETINGS .5
14.RECORDS RETENTION (FEDERAL) 5
15. SUBAWARD MONITORING 5
16.REQUIRED DISCLOSURES FOR FEDERAL AWARDEE PERFORMANCE AND
INTEGRITY INFORMATION SYSTEM(FAPIIS) ...5
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ADDITIONAL PROVISIONS
The terms and conditions of these Additional Provisions are incorporated into and made a part of
the Grant Agreement. Terms included in these Additional Provisions and not otherwise defined
have the meanings assigned to them in HHS Uniform Terms and Conditions, Attachment D.
1. TRADEMARK LICENSE
System Agency grants to Grantee/Contractor, for the term of the Grant Agreement/Contract,
a limited non-exclusive, royalty-free, non-assignable, non-transferable license to reproduce
System Agency's trademarks on published materials in the United States related to the
performance of the Grant Agreement/Contract, provided that such license is expressly
conditional upon, and subject to,the following:
i. Grantee/Contractor is in compliance with all provisions of the Grant
Agreement/Contract;
ii. Grantee/Contractor's use of the trademarks is strictly in accordance with the quality
standards and in conformance with the reproduction requirements set forth in this
Grant Agreement/Contract or as otherwise communicated by System Agency;
iii. Grantee/Contractor takes no action to damage the goodwill associated with the
trademarks, and refrains from any attempt to contest, attack, dispute, challenge,
cancel and/or oppose System Agency's right, title and interest in the trademarks or
their validity;
iv. Grantee/Contractor makes no attempt to sublicense any rights under this trademark
license; and
v. Grantee/Contractor complies with any marking requests System Agency may make in
relation to the trademarks, including without limitation to use the phrase "Registered
Trademark", the registered trademark symbol"®" for registered trademarks, and the
symbol"TM" for unregistered trademarks.
2. TRADEMARK OWNERSHIP
Grantee/Contractor acknowledges and agrees that the trademarks remain the exclusive
property of System Agency,that all right, title and interest in and to the trademarks is
exclusively held by System Agency, and all goodwill associated with such trademarks inures
solely to System Agency.
3. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS
A. Grantee/Contractor shall immediately report in writing to its assigned System Agency
contract manager when Grantee/Contractor learns of or has any reason to believe it or any
person with ownership or controlling interest in Grantee/Contractor, or their agent,
employee, subcontractor or volunteer who is providing services under this Grant
Agreement/Contract has been placed on community supervision, received deferred
adjudication, or been indicted for or convicted of a criminal offense relating to
involvement in any financial matter, federal or state program or felony sex crime.
B. Grantee/Contractor shall not permit any person who engaged, or was alleged to have
engaged, in any activity subject to reporting under this section to perform direct client
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services or have direct contact with clients,unless otherwise directed in writing by the
System Agency.
4. NOTICE OF GRANT AGREEMENT/CONTRACT ACTION
Grantee/Contractor shall notify the assigned System Agency contract manager if
Grantee/Contractor has any grant agreement or ccontract suspended or terminated for cause
by any local, state or federal department or agency or nonprofit entity within five business
days of becoming aware of the action and include the following:
i. Reason for such action;
ii. Name and contact information of the local, stale of federal department or agency or
entity;
iii. Effective start date of the grant agreement/contract;
iv. Date of suspension or termination; and
v. Grant agreement/contract or case reference number.
5. NOTICE OF BANKRUPTCY
Grantee/Contractor shall notify in writing the assigned System Agency contract manager
of its plan to seek bankruptcy protection within five business days of such action by
Grantee/Contractor.
6. NOTICE OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL
The Grantee/Contractor shall notify in writing the assigned System Agency contract
manager within ten business days of any change to the Grantee/Contractor's Contact Person
or Key Personnel.
7. BYRD ANTI-LOBBYING AMENDMENT
Grantee certifies that no federal appropriated funds have been paid or will be paid to any
persons or organization 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 on its behalf to obtain, extend, or modify this contract or grant. If non-
federal funds are used by Grantee to conduct such lobbying activities, Grantee shall promptly
file the prescribed disclosure form. In accordance with 31 U.S.C. §1352(b)(5), Grantee
acknowledges and agrees that it is responsible for ensuring that each subrecipient and
subcontractor certifies its compliance with the expenditures prohibition and the declaration
requirement.
8. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT
Grantee represents and warrants that it will comply with all applicable standards, orders, or
regulations issued pursuant to the Clean Air Act(42 U.S.C. 7401-7671q) and the Federal
Water Pollution Control Act as amended(33 U.S.C. 1251-1387).
9. COMPLIANCE WITH LAWS,RULES,AND REQUIREMENTS
Grantee represents and warrants that it will comply, and assure the compliance of all its
subrecipients and contractors,with all applicable federal and state laws, rules,regulations,
and policies in effect or hereafter established. In addition, Grantee represents and warrants
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that it will comply with all requirements imposed by the awarding agency concerning
special requirements of law,program requirements, and other administrative requirements.
In instances where multiple requirements apply to Grantee, the more restrictive requirement
applies.
10.DISCLOSURE OF VIOLATIONS OF FEDERAL CRIMINAL LAW
Grantee represents and warrants its compliance with 2 CFR §200.113 which requires the
disclosure in writing of violations of federal criminal law involving fraud, bribery, and
gratuity and the reporting of certain civil, criminal, or administrative proceedings to SAM.
11. EXCLUDED PARTIES
Grantee certifies that it is not listed in the prohibited vendors list authorized by Executive
Order No. 13224, "Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit, or Support Terrorism"published by the United States
Department of Treasury, Office of Foreign Assets Control.
12.NO CONFLICTS OF INTEREST(FEDERAL)
Grantee represents and warrants its compliance with the Federal awarding agency's conflict
of interest policies in accordance with 2 CFR § 200.112.
13. OPEN MEETINGS
If the Grantee is a governmental entity, Grantee represents and warrants its compliance with
Chapter 551 of the Texas Government Code which requires all regular, special, and called
meetings of a governmental body to be open to the public, except as otherwise provided by
law.
14. RECORDS RETENTION(FEDERAL)
Grantee represents and warrants its compliance with the records retention requirements of 2
CFR§200.333. System Agency reserves the right to direct Grantee to retain documents for a
longer period of time or transfer certain records to System Agency's custody when it is
determined the records possess longer term retention value. Grantee must include the
substance of this clause in all subaward and subcontracts.
15. SUBAWARD MONITORING
Grantee represents and warrants that it will monitor the activities of the subrecipient as
necessary to ensure that the subaward is used for authorized purposes, in compliance with
applicable statutes, regulations, and the terms and conditions of the subaward, and that
subaward performance goals are achieved.
16. REQUIRED DISCLOSURES FOR FEDERAL AWARDEE PERFORMANCE AND INTEGRITY
INFORMATION SYSTEM(FAPIIS)
Grantee must disclose, in a timely manner in writing to System Agency and the Health and
Human Services Office Inspector General (OIG), all information related to violations of
federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the
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federal award. Disclosures must be sent in writing to the Centers for Disease Control and
Prevention(CDC) and to the HHS OIG at the following address:
CDC, Office of Grants Services
Natasha Jones, Grants Management Officer/Specialist
Centers for Disease Control and Prevention
Branch 5 Supporting Chronic Diseases and Injury Prevention
2960 Brandywine Road
Atlanta, Georgia 30341
Email: mgz2@cdc.gov(Include"Mandatory Grant Disclosures"in subject line)
AND
U.S. Department of Health and Human Services
Office of Inspector General
ATTN: Mandatory Grant Disclosures, Intake Coordinator
330 Independence Avenue, SW
Cohen Building, Room 5527
Washington, DC 20201
Fax: (202)205-0604 (Include "Mandatory Grant Disclosures" in subject line) or
Email: MandatoryGranteeDisclosures@oig.hhs.gov
Failure to make required disclosures can result in any of the remedies described in 45 CFR
75.371. Remedies for noncompliance, including suspension or debarment(See 2 CFR Parts
180 and 376, and 31 U.S.C. 3321).
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DATA USE AGREEMENT
BETWEEN THE
TEXAS HEALTH AND HUMAN SERVICES SYSTEM
AND
CONTRACTOR
This Data Use Agreement ("DUA"), effective as of the date of the Base Contract into which it is
incorporated("Effective Date"),by and between the Texas Health and Human Services System,which includes
the Texas Health and Human Services Commission and the Department of State Health Services("HHS")and
Contractor(the"Base Contract").
ARTICLE 1.PURPOSE; APPLICABILITY; ORDER OF PRECEDENCE
The purpose of this DUA is to facilitate creation, receipt, maintenance,use, disclosure or access to
Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights and obligations
with respect to the Confidential Information and the limited purposes for which the CONTRACTOR may
create,receive, maintain,use, disclose or have access to Confidential Information. 45 CFR 164.504(e)(1)-
(3) This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its
obligations under this DUA. This DUA applies to both Business Associates and contractors who are not
Business Associates who create,receive,maintain,use,disclose or have access to Confidential Information on
behalf of HHS,its programs or clients as described in the Base Contract.
As of the Effective Date of this DUA, if any provision of the Base Contract, including any General
Provisions or Uniform Terms and Conditions,conflicts with this DUA,this DUA controls.
ARTICLE 2. DEFINITIONS
For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the
following: Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (42 U.S.C.
§1320d,et seq.)and regulations thereunder in 45 CFR Parts 160 and 164,including all amendments,regulations
and guidance issued thereafter;The Social Security Act,including Section 1137(42 U.S.C. §§ 1320b-7),Title
XVI of the Act;The Privacy Act of 1974,as amended by the Computer Matching and Privacy Protection Act
of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code, Title 26 of the
United States Code and regulations and publications adopted under that code,including IRS Publication 1075;
OMB Memorandum 07-18;Texas Business and Commerce Code Ch.521;Texas Government Code,Ch.552,
and Texas Government Code§2054.1125. In addition,the following terms in this DUA are defined as follows:
"Authorized Purpose"means the specific purpose or purposes described in the Scope of Work of
the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose
expressly authorized by HHS in writing in advance.
"Authorized User"means a Person:
(1) Who is authorized to create, receive, maintain, have access to, process, view, handle,
examine,interpret, or analyze Confidential Information pursuant to this DUA;
(2) For whom CONTRACTOR warrants and represents has a demonstrable need to create,
receive,maintain,use,disclose or have access to the Confidential Information; and
(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
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that CONTRACTOR may create, receive, maintain, use, disclose or have access to on behalf of HHS that
consists of or includes any or all of the following:
(1) Client Information;
(2) Protected Health Information in any form including without limitation, Electronic
Protected Health Information or Unsecured Protected Health Information;
(3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521;
(4) Federal Tax Information;
(5) Personally Identifiable Information;
(6) Social Security Administration Data,including,without limitation,Medicaid information;
(7) All privileged work product;
(8) All information designated as confidential under the constitution and laws of the State of
Texas and of the United States,including the Texas Health&Safety Code and the Texas Public Information
Act,Texas Government Code, Chapter 552.
"Legally Authorized Representative" of the Individual, as defined by Texas law, including as
provided in 45 CFR 435.923 (Medicaid);45 CFR 164.502(g)(1)(HIPAA);Tex.Occ.Code§ 151.002(6);Tex.
H.&S.Code§166.164;Estates Code Ch.752 and Texas Prob. Code§ 3.
ARTICLE 3.CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION
Section 3.01 Obligations of CONTRACTOR
CONTRACTOR agrees that:
(A) CONTRACTOR will exercise reasonable care and no less than the same degree of care
CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent
any portion of the Confidential Information from being used in a manner that is not expressly an Authorized
Purpose under this DUA or as Required by Law. 45 CFR 164.502(b)(1); 45 CFR 164.514(d)
(B) 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 of
CONTRACTOR who have completed training in confidentiality, privacy, security and the importance of
promptly reporting any Event or Breach to CONTRACTOR's management, to carry out the Authorized
Purpose or as Required by Law.
HHS, at its election, may assist CONTRACTOR in training and education on specific or unique
HHS processes,systems and/or requirements. CONTRACTOR will produce evidence of completed 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.
training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health&Safety Code§181.101
(C) CONTRACTOR will establish,implement and maintain appropriate sanctions against any
member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or
applicable law.CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45
C.F.R. 164.308(a)(1)(ii)(C);164.530(e);164.410(b);164.530(b)(1)
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(D) CONTRACTOR will not 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 Confidential Information, on behalf of
CONTRACTOR without requiring that Subcontractor first execute the Form Subcontractor Agreement,
Attachment 1, which ensures that the Subcontractor will comply with the identical terms, conditions,
safeguards and restrictions as contained in this DUA for PHI and any other relevant Confidential
Information and which permits more strict limitations; and 45 CFR 164.502(e)(1)(1)(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,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. CONTRACTOR 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) CONTRACTOR will make PHI as required by HIPAA available to HHS for amendment
and incorporate any amendments to this information that HHS directs or agrees to pursuant to the HIPAA.
45 CFR 164.504(e)(2)(ii)(E)and(F)
(J) CONTRACTOR will document and make available to HHS the PHI required to provide
access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA
Privacy Regulations. 45 CFR 164.504(e)(2)(ii)(G)and 164.528
(K) If CONTRACTOR receives a request for access, amendment or accounting of PHI 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
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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
(M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the
Confidential Information, CONTRACTOR may use or disclose PHI for the proper management and
administration of CONTRACTOR or to carry out CONTRACTOR's legal responsibilities if: 45 CFR
164.504(e)(ii)(1)(A)
(1) Disclosure is Required by Law, provided that CONTRACTOR complies with Section
3.01(D);
(2) CONTRACTOR obtains reasonable assurances from the Person to whom the information
is disclosed that the Person will:
(a)Maintain the confidentiality of the Confidential Information in accordance with this DUA;
(b)Use or further disclose the information only as Required by Law or for the Authorized Purpose
for which it was disclosed to the Person;and
(c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential
Information of which the Person discovers or should have discovered with the exercise of
reasonable diligence. 45 CFR 164.504(e)(4)(ii)(B)
(N) Except as otherwise limited by this DUA, CONTRACTOR will,if requested by HHS,use
PHI to provide data aggregation services to HHS,as that term is defined in the HIPAA,45 C.F.R. §164.501
and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B)
(0) CONTRACTOR will,on the termination or expiration of this DUA or the Base Contract,
at its expense, 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, CONTRACTOR acknowledges and agrees that it may not
Destroy any Confidential Information if federal or state law, or HHS record retention policy or a litigation
hold notice prohibits such Destruction. If such 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 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)(ii)(.1)
(P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential
Information in a secure fashion that protects against any reasonably anticipated threats or hazards to the
security or integrity of such information or unauthorized uses. 45 CFR 164.306;164.530(c)
(Q) If CONTRACTOR accesses,transmits,stores,and/or maintains Confidential Information,
CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the HHS information
security and privacy initial inquiry(SPI) at Attachment 2 . The SPI identifies basic privacy and security
controls with which CONTRACTOR must comply to protect HHS Confidential Information.
CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by
HHS as required by state and federal law,based on the type of Confidential Information CONTRACTOR
creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk.
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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 any and all appropriate
procedural,administrative,physical and technical safeguards to preserve and maintain the confidentiality,
integrity, and availability of the Confidential Information, and with respect to PHI, as described in the
HIPAA Privacy and Security Regulations, or other applicable laws or regulations relating to Confidential
Information, to prevent any unauthorized use or disclosure of Confidential Information as long as
CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR
164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards);
164.530(c)(privacy safeguards)
(S) CONTRACTOR will designate and identify,subject to HHS approval,a Person or Persons,
as Privacy Official 45 CFR 164.530(a)(1) and Information Security Official, each of whom is authorized
to act on behalf of CONTRACTOR and is responsible for the development and implementation of the
privacy and security requirements in this DUA. CONTRACTOR will provide name and current address,
phone number and e-mail address for such designated officials to HHS upon execution of this DUA and
prior to any change. 45 CFR 164.308(a)(2)
(T) CONTRACTOR represents and warrants that its Authorized Users each have a
demonstrated need to know and have access to Confidential Information solely to the minimum extent
necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further,
that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the
Confidential Information contained in this DUA. 45 CFR 164.502; 164.514(d)
(U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and
numbered list of Authorized Users,their signatures,titles and the date they agreed to be bound by the terms
of this DUA,at all times and supply it to HHS, as directed,upon request.
(V) CONTRACTOR will implement, update as necessary, and document reasonable and
appropriate policies and procedures for privacy, security and Breach of Confidential Information and an
incident response plan for an Event or Breach, to comply with the privacy, security and breach notice
requirements of this DUA prior to conducting work under the DUA.45 CFR 164.308;164.316;164.514(d);
164.530(1)(1)
(W) CONTRACTOR will produce copies of its information security and privacy policies and
procedures and records relating to the use or disclosure of Confidential Information received from,created
by, or received,used or disclosed by CONTRACTOR on behalf of HHS for HHS's review and approval
within 30 days of execution of this DUA and upon request by HHS the following business day or other
agreed upon time frame. 45 CFR 164.308;164.514(d)
(X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's
obligations to provide access to, or copies of, PHI in accordance with HIPAA and other applicable laws and
regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and
manner reasonably agreed upon or as designated by the Secretary, or other federal or state law. 45 CFR
164.504(e)(2)(i)(I)
(Y) CONTRACTOR will only conduct secure transmissions of Confidential Information
whether in paper,oral or electronic form. A secure transmission of electronic Confidential Information in
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motion includes secure File Transfer Protocol (SFTP) or Encryption at an appropriate level or otherwise
protected as required by rule,regulation or law.HHS Confidential Information at rest requires Encryption
unless there is adequate administrative, technical, and physical security, or as otherwise protected as
required by rule, regulation or law. All electronic data transfer and communications of Confidential
Information will be through secure systems. Proof of system, media or device security and/or Encryption
must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance
investigation,audit or the Discovery of an Event or Breach. Otherwise,requested production of such proof
will be made as agreed upon by the parties. De-identification of HHS Confidential Information is a means
of security. With respect to de-identification of PHI, "secure" means de-identified according to HIPAA
Privacy standards and regulatory guidance. 45 CFR 164.312;164.530(d)
(Z) CONTRACTOR will comply with the following laws and standards if applicable to the type of
Confidential Information and Contractor's Authorized Purpose:
• Title 1,Part 10, Chapter 202, Subchapter B,Texas Administrative Code;
• The Privacy Act of 1974;
• OMB Memorandum 07-16;
• The Federal Information Security Management Act of 2002 (FISMA);
• The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the
DUA;
• Internal Revenue Publication 1075 — Tax Information Security Guidelines for Federal, State
and Local Agencies;
• National Institute of Standards and Technology(NIST)Special Publication 800-66 Revision 1
— An Introductory Resource Guide for Implementing the Health Insurance Portability and
Accountability Act(HIPAA) Security Rule;
• NIST Special Publications 800-53 and 800-53A—Recommended Security Controls for Federal
Information Systems and Organizations,as currently revised;
• NIST Special Publication 800-47 — Security Guide for Interconnecting Information
Technology Systems;
• NIST Special Publication 800-88,Guidelines for Media Sanitization;
• NIST Special Publication 800-111,Guide to Storage of Encryption Technologies for End User
Devices containing PHI;
• Texas Business and Commerce Code Chapter 521; and
• Any other State or Federal law, regulation, or administrative rule relating to the specific HHS
program area that CONTRACTOR supports on behalf of HHS.
ARTICLE 4. BREACH NOTICE,REPORTING AND CORRECTION REQUIREMENTS
Section 4.01. Breach or Event Notification to HHS. 45 CFR 164.400-414
(A) CONTRACTOR will cooperate fully with HHS in investigating, mitigating to the extent
practicable and issuing notifications directed by HHS,for any Event or Breach of Confidential Information
to the extent and in the manner determined by HHS.
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(B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues
as long as related activity continues,until all effects of the Event are mitigated to HHS's satisfaction(the
"incident response period"). 45 CFR 164.404
(C) Breach Notice:
1. Initial Notice.
a. For federal information, including without limitation, Federal Tax Information, Social Security
Administration Data, and Medicaid Client Information,within the first, consecutive clock hour of
Discovery, and for all other types of Confidential Information not more than 24 hours after
Discovery, or in a timeframe otherwise approved by HHS in writing, initially report to HHS's
Privacy and Security Officers via email at: privacy@HHSC.state.tx.us and to the HHS division
responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the
Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. §552a; OMB Memorandum
07-16 as cited in HHSC-CMS Contracts for information exchange.
b.Report all information reasonably available to CONTRACTOR about the Event or Breach of the
privacy or security of Confidential Information. 45 CFR 164.410
c. Name, and provide contact information to HHS for, CONTRACTOR's single point of contact
who will communicate with HHS both on and off business hours during the incident response
period.
2. 48-Hour Formal Notice. No later than 48 consecutive clock hours after Discovery, or a
time within which Discovery reasonably should have been made by CONTRACTOR of an Event
or Breach of Confidential Information, provide formal notification to the State, including all
reasonably available information about the Event or Breach, and CONTRACTOR's investigation,
including without limitation and to the extent available: For(a) -(m) below: 45 CFR 164.400-
414
a. The date the Event or Breach occurred;
b. The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery;
c.A brief description of the Event or Breach;including how it occurred and who is responsible(or
hypotheses, if not yet determined);
d. A brief description of CONTRACTOR's investigation and the status of the investigation;
e. A description of the types and amount of Confidential Information involved;
f.Identification of and number of all Individuals reasonably believed to be affected, including first
and last name of the individual and if applicable the,Legally authorized representative,last known
address,age,telephone number, and email address if it is a preferred contact method,to the extent
known or can be reasonably determined by CONTRACTOR at that time;
g. CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether
individual or other notices are required by applicable law or this DUA for HHS approval,including
an analysis of whether there is a low probability of compromise of the Confidential Information or
whether any legal exceptions to notification apply;
h. CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or
CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential
harm, including without limitation CONTRACTOR's provision of notifications, credit protection,
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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 of the Persons,Workforce, Subcontractor, or Individuals and any
law enforcement that may be involved in the Event or Breach;
1. A reasonable schedule for CONTRACTOR to provide regular updates to the foregoing in the
future for response to the Event or Breach, but no less than every three (3) business days or as
otherwise directed by HHS,including information about risk estimations,reporting,notification,if
any, mitigation,corrective action,root cause analysis and when such activities are expected to be
completed;and
m. Any reasonably available, pertinent information, documents or reports related to an Event or
Breach that HHS requests following Discovery.
Section 4.02 Investigation,Response and Mitigation.For A-F below: 45 CFR 164.308,310 and 312;
164.530
(A) CONTRACTOR will immediately conduct a full and complete investigation, respond to
the Event or Breach, commit necessary and appropriate staff and resources to expeditiously respond, and
report as required to and by HITS for incident response purposes and for purposes of HHS's compliance
with report and notification requirements,to the satisfaction of HHS.
(B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS
following an Event or Breach,and provide the final assessment, corrective actions and mitigations to HHS
for review and approval.
(C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings
by state and federal authorities,Persons and/or Individuals about the Event or Breach.
(D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive
relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any Confidential
Information, including complying with reasonable corrective action or measures, as specified by HHS in
a Corrective Action Plan if directed by HHS under the Base Contract.
Section 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm.
Code§521.053;45 CFR 164.404(Individuals), 164.406(Media);164.408(Authorities)
(A) HHS may direct CONTRACTOR to provide Breach notification to Individuals,regulators
or third-parties, as specified by HHS following a Breach.
(B) CONTRACTOR must obtain HHS's prior written approval of the time,manner and content
of any notification to Individuals,regulators or third-parties,or any notice required by other state or federal
authorities, including without limitation, notifications required by Texas Business and Commerce Code,
Chapter 521.053(b)and HIPAA.Notice letters will be in CONTRACTOR's name and on CONTRACTOR's
letterhead,unless otherwise directed by HHS,and will contain contact information,including the name and
title of CONTRACTOR's representative, an email address and a toll-free telephone number, for the
Individual to obtain additional information.
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(C) CONTRACTOR will provide HHS with copies of distributed and approved
communications.
(D) CONTRACTOR will have the burden of demonstrating to the satisfaction of HHS that any
notification required by HHS was timely made. If there are delays outside of CONTRACTOR's control,
CONTRACTOR will provide written documentation of the reasons for the delay.
(E) If HHS delegates notice requirements to CONTRACTOR,HHS shall,in the time and manner
reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information
requests in order to make such notifications and reports.
ARTICLE 5. SCOPE OF WORK
Scope of Work means the services and deliverables to be performed or provided by CONTRACTOR,
or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base
Contract. The Scope of Work, including any future amendments thereto, is incorporated by reference in this
DUA as if set out word-for-word herein.
ARTICLE 6. GENERAL PROVISIONS
Section 6.01 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.
Section 6.02 HHS Commitment and Obligations
HHS will not request CONTRACTOR to create,maintain,transmit,use or disclose PHI in any manner that
would not be permissible under applicable law if done by HHS.
Section 6.03 HHS Right to Inspection
At any time upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR
has violated this DUA,HHS,directly or through its agent,will have the right to inspect the facilities,systems,
books and records of CONTRACTOR to monitor compliance with this DUA. For purposes of this subsection,
HHS's agent(s) include, without limitation, the HHS Office of the Inspector General or the Office of the
Attorney General of Texas,outside consultants or legal counsel or other designee.
Section 6.04 Term; Termination of DUA;Survival
This DUA will be effective on the date on which CONTRACTOR executes the DUA, and will
terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is extended or
amended,this DUA is updated automatically concurrent with such extension or amendment.
(A) HHS may immediately terminate this DUA and Base Contract upon a material violation of
this DUA.
(B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation
to return or Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the
Confidential Information until such time as determined by HHS.
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(D) If HHS determines that CONTRACTOR has violated a material term of this DUA; HHS
may in its sole discretion:
1. Exercise any of its rights including but not limited to reports, access and inspection under
this DUA and/or the Base Contract; or
2. Require CONTRACTOR to submit to a corrective action plan, including a plan for
monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with
this DUA; or
3. Provide CONTRACTOR with a reasonable period to cure the violation as determined by
HHS; or
4. Terminate the DUA and Base Contract immediately,and seek relief in a court of competent
jurisdiction in Travis County, Texas.
Before exercising any of these options, HHS will provide written notice to CONTRACTOR
describing the violation and the action it intends to take.
(E) If neither termination nor cure is feasible,HHS shall report the violation to the Secretary.
(F) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or
termination of this DUA until all the Confidential Information is Destroyed or returned to HHS,as required
by this DUA.
Section 6.05 Governing Law, Venue and Litigation
(A) The validity,construction and performance of this DUA and the legal relations among the
Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas.
(B) The Parties agree that the courts of Travis County, Texas, will be the exclusive venue for
any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise
out of,or in connection with, or by reason of this DUA.
Section 6.06 Injunctive Relief
(A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if
CONTRACTOR or its Subcontractor fails to comply with any of the terms of this DUA with respect to the
Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential
Information.
(B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate
HHS for CONTRACTOR's or its Subcontractor's failure to comply. Accordingly,CONTRACTOR agrees
that HHS will, in addition to any other remedies available to it at law or in equity, be entitled to seek
injunctive relief without posting a bond and without the necessity of demonstrating actual damages, to
enforce the terms of this DUA.
Section 6.07 Limitation of Liability
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 will defend and hold
harmless HHS and its Workforce against all actual and direct losses suffered by HHS and its Workforce
arising from or in connection with any breach of this DUA or from any acts or omissions related to this
DUA by CONTRACTOR or its employees, directors,officers, Subcontractors,or agents or other members
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of its Workforce,including,but not limited to,the costs of required notices and mitigation of a breach and
any fines or penalties imposed on HHS by any regulatory authority.
Section 6.08 Insurance
(A) As a governmental entity,CONTRACTOR either maintains commercial insurance or self-
insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this
DUA and under which policy HHS is added 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.
Section 6.09 Fees and Costs
Except as otherwise specified in this DUA or the Base Contract, including but not limited to
requirements to insure and/or indemnify HHS, if any legal action or other proceeding is brought for the
enforcement of this DUA, or because of an alleged dispute, contract violation, Event, Breach, default,
misrepresentation,or injunctive action, in connection with any of the provisions of this DUA,each party will
bear their own legal expenses and the other cost incurred in that action or proceeding.
Section 6.10 Entirety of the Contract
This Data Use Agreement is incorporated by reference into the Base Contract and,together with the
Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of
obligations arising under those documents will be valid unless in writing and executed by the party against
whom such change,waiver,or discharge is sought to be enforced.
Section 6.11 Automatic Amendment and Interpretation
Upon the effective date of any amendment or issuance of additional regulations to HIPAA, or any
other law applicable to Confidential Information, this DUA will automatically be amended so that the
obligations imposed on HHS and/or CONTRACTOR remain in compliance with such requirements. Any
ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply
with HIPAA or any other law applicable to Confidential Information.
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ATTACHMENT 1. SUBCONTRACTOR AGREEMENT FORM
HHS CONTRACT NUMBER HHS001564200001
The DUA between HHS and CONTRACTOR establishes the permitted and required uses and disclosures
of Confidential Information by CONTRACTOR.
CONTRACTOR has subcontracted with
(SUBCONTRACTOR)for perforinance of duties on behalf of CONTACTOR which are subject to the
DUA. SUBCONTRACTOR acknowledges, understands and agrees to be bound by the identical terms
and conditions applicable to CONTRACTOR under the DUA,incorporated by reference in this
Agreement,with respect to HHS Confidential Information. CONTRACTOR and SUBCONTRACTOR
agree that HHS is a third-party beneficiary to applicable provisions of the subcontract.
HHS has the right but not the obligation to review or approve the terms and conditions of the subcontract
by virtue of this Subcontractor Agreement Form.
CONTRACTOR and SUBCONTRACTOR assure HHS that any Breach or Event as defined by the DUA
that SUBCONTRACTOR Discovers will be reported to HHS by CONTRACTOR in the time,manner
and content required by the DUA.
If CONTRACTOR knows or should have known in the exercise of reasonable diligence of a pattern of
activity or practice by SUBCONTRACTOR that constitutes a material breach or violation of the DUA or
the SUBCONTRACTOR's obligations CONTRACTOR will:
1. Take reasonable steps to cure the violation or end the violation,as applicable;
2. If the steps are unsuccessful,terminate the contract or arrangement with SUBCONTRACTOR, if
feasible;
3. Notify HHS immediately upon discovery of the pattern of activity or practice of
SUBCONTRACTOR that constitutes a material breach or violation of the DUA and keep HHS
reasonably and regularly informed about steps CONTRACTOR is taking to cure or end the
violation or terminate SUBCONTACTOR's contract or arrangement.
This Subcontractor Agreement Form is executed by the parties in their capacities indicated below.
CONTRACTOR SUBCONTRACTOR
BY: BY:
NAME: NAME:
TITLE: TITLE:
DATE ,202 . DATE:
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''�`** �,' TEXAS Texas HHS System - Data Use Agreement -Attachment 2
= SECURITY AND PRIVACY INQUIRY(SPI)
v ,i;' Health and Human
4 Services
If you are a bidder for a new procurement/contract, in order to participate in the bidding process,you must have corrected any"No"
responses(except A9a) prior to the contract award date. If you are an applicant for an open enrollment,you must have corrected
any"No"answers(except A9a and All) prior to performing any work on behalf of any Texas HHS agency.
For any questions answered "No" (except A9a and All),an Action Plan for Compliance with a Timeline must be documented in the
designated area below the question.The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health
Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of
Confidential Information must be confirmed within 90 calendar days from the date the form is signed.
SECTION A: APPLICANT/BIDDER INFORMATION (To be completed by Applicant/Bidder)
1. Does the applicant/bidder access, create, disclose, receive, transmit, maintain, or store Texas 0 Yes
HHS Confidential Information in electronic systems (e.g., laptop, personal use computer, O No
mobile device, database, server, etc.)? IF NO, STOP. THE SPI FORM IS NOT REQUIRED.
2. Entity or Applicant/Bidder Legal Name Legal Name:
Legal Entity Tax Identification Number
(TIN) (Last Four Numbers Only):
Procurement/Contract#:
Address:
City: State: ZIP:
Telephone #:
Email Address:
3. Number of Employees, at all locations, in Total Employees:
Applicant/Bidder's Workforce
"Workforce"means all employees,volunteers,trainees,and
other Persons whose conduct is under the direct control of
Applicant/Bidder,whether or not they are paid by Applicant/
Bidder.If Applicant/Bidder is a sole proprietor,the workforce
may be only one employee.
4. Number of Subcontractors Total Subcontractors:
(if Applicant/Bidder will not use subcontractors,enter"0")
5. Name of Information Technology Security Official A. Security Official:
and Name of Privacy Official for Applicant/Bidder Legal Name:
(Privacy and Security Official may be the same person.)
Address:
City: State: ZIP:
Telephone #:
Email Address:
B. Privacy Official:
Legal Name:
Address:
City: State: ZIP:
Telephone #:
Email Address:
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SECURITY AND PRIVACY INQUIRY(SPI)
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6. Type(s)of Texas HHS Confidential Information the HIPAA CJIS IRS FTI CMS SSA PII
Applicant/Bidder will create, receive, maintain, use, ❑ El ❑ ❑
disclose or have access to: (Check all that apply) Other (Please List)
•Health Insurance Portability and Accountability Act(HIPAA)data
•Criminal Justice Information Services(CJIS)data
•Internal Revenue Service Federal Tax Information(IRS FTI)data
•Centers for Medicare&Medicaid Services(CMS)
•Social Security Administration(SSA)
•Personally Identifiable Information(PII)
7. Number of Storage Devices for Texas HHS Confidential Information (as defined in the Total #
Texas HHS System Data Use Agreement (DUA)) (Sum a-d)
Cloud Services involve using a network of remote servers hosted on the Internet to store, Q
rirarrdge,and process data, rather than a iocai server or a personai computer.
A Data Center is a centralized repository, either physical or virtual,for the storage,
management,and dissemination of data and information organized around a particular body
of knowledge or pertaining to a particular business.
a. Devices. Number of personal user computers, devices or drives, including mobile
devices and mobile drives.
b. Servers. Number of Servers that are not in a data center or using Cloud Services.
c. Cloud Services. Number of Cloud Services in use.
d. Data Centers. Number of Data Centers in use.
8. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to Select Option
handle Texas HHS Confidential Information during one year: (a-d)
a. 499 individuals or less 0 a.
b. 500 to 999 individuals 0 b.
c. 1,000 to 99,999 individuals 0 c.
d. 100,000 individuals or more 0 d.
9. HIPAA Business Associate Agreement
a. Will Applicant/Bidder use, disclose, create, receive, transmit or maintain protected 0 Yes
health information on behalf of a HIPAA-covered Texas HHS agency for a HIPAA- 0 No
covered function?
b. Does Applicant/Bidder have a Privacy Notice prominently displayed on a Webpage or a 0 Yes
Public Office of Applicant/Bidder's business open to or that serves the public? (This is a 0 No
HIPAA requirement. Answer "N/A" if not applicable, such as for agencies not covered 0 N/A
by HIPAA.)
Action Plan for Compliance with a Timeline: Compliance Date:
10. Subcontractors. If the Applicant/Bidder responded "0" to Question 4 (indicating no
subcontractors), check "N/A" for both 'a.' and 'b.'
a. Does Applicant/Bidder require subcontractors to execute the DUA Attachment 1 0 Yes
Subcontractor Agreement Form? 0 No
0 N/A
Action Plan for Compliance with a Timeline: Compliance Date:
SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 2 of 18
Docusign Envelope ID:EDAOG8Gb-t3A/3-44613-bUGU-DU23L) 4b1tAb
b. Will Applicant/Bidder agree to require subcontractors who will access Confidential ® Yes
Information to comply with the terms of the DUA, not disclose any Confidential ® No
Information to them until they have agreed in writing to the same safeguards and to ® N/A
discontinue their access to the Confidential Information if they fail to comply?
Action Plan for Compliance with a Timeline: Compliance Date:
11. Does Applicant/Bidder have any Optional Insurance currently in place?
0 Yes
Optional Insurance provides coverage for:(1)Network Security and Privacy;(2)Data Breach;(3)Cyber ® NO
Liability(lost data,lost use or delay/suspension in business,denial of service with e-business,the Internet,
networks and informational assets,such as privacy,intellectual property,virus transmission,extortion, 0 N/A
sabotage or web activities); (4) Electronic Media Liability;(5)Crime/Theft;(6)Advertising Injury and Personal
Injury Liability;and(7)Crisis Management and Notification Expense Coverage.
SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 3 of 18
SECURITY AND PRIVACY INQUIRY(SPI)
Docusign Envelope ID: EDAOC8C6-8A73-446B-BOCO-DB23D8451 EA5
SECTION B: PRIVACY RISK ANALYSIS AND ASSESSMENT(To be completed by Applicant/Bidder)
For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in
the designated area below the question. The timeline for compliance with HIPAA-related requirements for
safeguarding Protected Health Information is 30 calendar days from the date this form is signed.
Compliance with requirements related to other types of Confidential Information must be confirmed within
90 calendar days from the date the form is signed.
1. Written Policies& Procedures. Does Applicant/Bidder have current written privacy and Yes or No
security policies and procedures that, at a minimum:
a. Does Applicant/Bidder have current written privacy and security policies and ® Yes
procedures that identify Authorized Users and Authorized Purposes (as defined in the No
DUA) relating to creation, receipt, maintenance, use, disclosure, access or transmission
of Texas HHS Confidential Information?
Action Plan for Compliance with a Timeline: Compliance Date:
b. Does Applicant/Bidder have current written privacy and security policies and 0 Yes
procedures that require Applicant/Bidder and its Workforce to comply with the
applicable provisions of HIPAA and other laws referenced in the DUA, relating ® No
to creation, receipt, maintenance, use, disclosure, access or transmission of
Texas HHS Confidential Information on behalf of a Texas HHS agency?
Action Plan for Compliance with a Timeline: Compliance Date:
C. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes
that limit use or disclosure of Texas HHS Confidential Information to the minimum that is No
necessary to fulfill the Authorized Purposes?
Action Plan for Compliance with a Timeline: Compliance Date:
d. Does Applicant/Bidder have current written privacy and security policies and procedures ®Yes
that respond to an actual or suspected breach of Texas HHS Confidential Information, to
include at a minimum (if any responses are "No" check "No" for all three): 0 No
i. Immediate breach notification to the Texas HHS agency, regulatory authorities, and
other required Individuals or Authorities, in accordance with Article 4 of the DUA;
ii. Following a documented breach response plan, in accordance with the DUA
and applicable law; &
iii. Notifying Individuals and Reporting Authorities whose Texas HHS Confidential
Information has been breached, as directed by the Texas HHS agency?
SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 4 of 18
SECURITY AND PRIVACY INQUIRY(SPI)
Docusign Envelope ID:EDAOC8C6-8A73-446B-BOCO-DB23D8451 EA5
Action Plan for Compliance with a Timeline: Compliance Date:
e. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes
that conduct annual workforce training and monitoring for and correction of any training ® No
delinquencies?
Action Plan for Compliance with a Timeline: Compliance Date:
f. Does Applicant/Bidder have current written privacy and security policies and ® Yes
procedures that permit or deny individual rights of access, and amendment
or correction, when appropriate? 0 No
Action Plan for Compliance with a Timeline: Compliance Date:
g. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes
that permit only Authorized Users with up-to-date privacy and security training, and ® No
with a reasonable and demonstrable need to use, disclose, create, receive, maintain,
access or transmit the Texas HHS Confidential Information, to carry out an obligation
under the DUA for an Authorized Purpose, unless otherwise approved in writing by a
Texas HHS agency?
Action Plan for Compliance with a Timeline: Compliance Date:
h. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes
that establish, implement and maintain proof of appropriate sanctions against any No
Workforce or Subcontractors who fail to comply with an Authorized Purpose or who is
not an Authorized User, and used or disclosed Texas HHS Confidential Information in
violation of the DUA, the Base Contract or applicable law?
Action Plan for Compliance with a Timeline: Compliance Date:
i. Does Applicant/Bidder have current written privacy and security policies and 0 Yes
procedures that require updates to policies, procedures and plans following major ® No
changes with use or disclosure of Texas HHS Confidential Information within 60
days of identification of a need for update?
Action Plan for Compliance with a Timeline: Compliance Date:
SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 5 of 18
SECURITY AND PRIVACY INQUIRY(SPI)
Docusign Envelope ID:EDAOC8C6-8A73-446B-BOCO-DB23D8451EA5
j. Does Applicant/Bidder have current written privacy and security policies and 0 Yes
procedures that restrict permissions or attempts to re-identify or further identify ® No
de-identified Texas HHS Confidential Information, or attempt to contact any Individuals
whose records are contained in the Texas HHS Confidential Information, except for an
Authorized Purpose, without express written authorization from a Texas HHS agency or
as expressly permitted by the Base Contract?
Action Plan for Compliance with a Timeline: Compliance Date:
k. If Applicant/Bidder intends to use, disclose, create, maintain, store or transmit Texas HHS ®Yes
Confidential Information outside of the United States, will Applicant/Bidder obtain the ®No
express prior written permission from the Texas HHS agency and comply with the Texas
HHS agency conditions for safeguarding offshore Texas HHS Confidential Information?
Action Plan for Compliance with a Timeline: Compliance Date:
I. Does Applicant/Bidder have_current written privacy and security policies and procedures 0 Yes
that require cooperation with Texas HHS agencies' or federal regulatory inspections, ® No
audits or investigations related to compliance with the DUA or applicable law?
Action Plan for Compliance with a Timeline: Compliance Date:
M. Does Applicant/Bidder have current written privacy and security policies and 0 Yes
procedures that require appropriate standards and methods to destroy or dispose of ®No
Texas HHS Confidential Information?
Action Plan for Compliance with a Timeline: Compliance Date:
n. Does Applicant/Bidder have current written privacy and security policies and procedures 0 Yes
that prohibit disclosure of Applicant/Bidder's work product done on behalf of Texas HHS 0 No
pursuant to the DUA, or to publish Texas HHS Confidential Information without express
prior approval of the Texas HHS agency?
Action Plan for Compliance with a Timeline: Compliance Date:
2. Does Applicant/Bidder have a current Workforce training program? 0 Yes
Training of Workforce must occur at least once every year,and within 30 days of date of hiring a new ® No
Workforce member who will handle Texas HHS Confidential Information.Training must include:(1)privacy and
security policies,procedures,plans and applicable requirements for handling Texas HHS Confidential
Information, (2)a requirement to complete training before access is given to Texas HHS Confidential
Information,and(3)written proof of training and a procedure for monitoring timely completion of training.
SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 6 of 18
SECURITY AND PRIVACY INQUIRY(SPI)
Docusign Envelope ID:EDAOC8C6-8A73-446B-BOLO-DB23D84b1LAb
Action Plan for Compliance with a Timeline: Compliance Date:
3. Does Applicant/Bidder have Privacy Safeguards to protect Texas HHS Confidential 0 Yes
Information in oral, paper and/or electronic form? 0 No
"Privacy Safeguards" means protection of Texas HHS Confidential Information by establishing, implementing
and maintaining required Administrative, Physical and Technical policies, procedures,processes and controls,
required by the DUA, HIPAA(45 CFR 164.530),Social Security Administration, Medicaid and laws,rules or
regulations, as applicable.Administrative safeguards include administrative protections, policies and
procedures for matters such as training, provision of access,termination,and review of safeguards, incident
management,disaster recovery plans, and contract provisions.Technical safeguards include technical
protections,policies and procedures,such as passwords, logging,emergencies,how paper is faxed or mailed,
and electronic protections such as encryption of data. Physical safeguards include physical protections,
policies and procedures,such as locks,keys, physical access, physical storage and trash.
Action Plan for Compliance with a Timeline: Compliance Date:
4. Does Applicant/Bidder and all subcontractors (if applicable) maintain a current list of 0 Yes
Authorized Users who have access to Texas HHS Confidential Information, whether oral, 0 No
written or electronic?
Action Plan for Compliance with a Timeline: Compliance Date:
5. Does Applicant/Bidder and all subcontractors (if applicable) monitor for and remove 0 Yes
terminated employees or those no longer authorized to handle Texas HHS 0 No
Confidential Information from the list of Authorized Users?
Action Plan for Compliance with a Timeline: Compliance Date:
SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 7 of 18
SECURITY AND PRIVACY INQUIRY(SPI)
Docusign Envelope ID:EDAOC8C6-8A73-446B-BOCO-DB23D8451 EA5
I : I ' ' ' ' A 1 A ' AIDA V T(to be completed by Applicant/Bidder)
This section is about your electronic system. If your business DOES NOT store, access, or No Electronic
transmit Texas HHS Confidential Information in electronic systems (e.g., laptop, personal Systems
use computer, mobile device, database, server, etc.) select the box to the right, and
"YES" will be entered for all questions in this section.
For any questions answered "No," an Action Plan for Compliance with a Timeline must be documented in the
designated area below the question. The timeline for compliance with HIPAA-related items is 30 calendar
days, PH-related items is 90 calendar days.
1. Does the Applicant/Bidder ensure that services which access, create, disclose, receive, ®Yes
transmit, maintain, or store Texas HHS Confidential Information are maintained IN the 0 No
United States (no offshoring) unless ALL of the following requirements are met?
a. The data is encrypted with FIPS 140-2 validated encryption
b. The offshore provider does not have access to the encryption keys
c. The Applicant/Bidder maintains the encryption key within the United States
d. The Application/Bidder has obtained the express prior written permission of the
Texas HHS agency
For more information regarding FIPS 140-2 encryption products,please refer to:
h ttp://csrc.n is t.qo v/publications/fi ps
Action Plan for Compliance with a Timeline: Compliance Date:
2. Does Applicant/Bidder utilize an IT security-knowledgeable person or company to maintain 0 Yes
or oversee the configurations of Applicant/Bidder's computing systems and devices? 0 No
Action Plan for Compliance with a Timeline: Compliance Date:
3. Does Applicant/Bidder monitor and manage access to Texas HHS Confidential Information 0 Yes
(e.g., a formal process exists for granting access and validating the need for users to access 0 No
Texas HHS Confidential Information, and access is limited to Authorized Users)?
Action Plan for Compliance with a Timeline: Compliance Date:
4. Does Applicant/Bidder a) have a system for changing default passwords, b) require user 0 Yes
password changes at least every 90 calendar days, and c) prohibit the creation of weak ®No
passwords (e.g., require a minimum of 8 characters with a combination of uppercase,
lowercase, special characters, and numerals, where possible) for all computer systems
that access or store Texas HHS Confidential Information.
If yes, upon request must provide evidence such as a screen shot or a system report.
Action Plan for Compliance with a Timeline: Compliance Date:
SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 8 of 18
SECURITY AND PRIVACY INQUIRY(SPI)
Docusign Envelope ID: EDAOC8C6-8A73-446B-BOCO-DB23D8451 EA5
5. Does each member of Applicant/Bidder's Workforce who will use, disclose, create, receive, 0 Yes
transmit or maintain Texas HHS Confidential Information have a unique user name 0 No
(account) and private password?
Action Plan for Compliance with a Timeline: Compliance Date:
6. Does Applicant/Bidder lock the password after a certain number of failed attempts and 0 Yes
after 15 minutes of user inactivity in all computing devices that access or store Texas ® No
HHS Confidential Information?
Action Plan for Compliance with a Timeline: Compliance Date:
7. Does Applicant/Bidder secure, manage and encrypt remote access (including wireless ®Yes
access) to computer systems containing Texas HHS Confidential Information? (e.g., a formal 0 No
process exists for granting access and validating the need for users to remotely access Texas
HHS Confidential Information, and remote access is limited to Authorized Users).
Encryption is required for all Texas HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required
for Health Insurance Portability and Accountability Act(HIPAA)data,Criminal Justice Information Services(CJIS)data,
Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data.
For more information regarding FIPS 140-2 encryption products,please refer to:
h ttp://csrc.nist.qov/publications/fips
Action Plan for Compliance with a Timeline: Compliance Date:
8. Does Applicant/Bidder implement computer security configurations or settings for all 0 Yes
computers and systems that access or store Texas HHS Confidential Information? 0 No
(e.g., non-essential features or services have been removed or disabled to reduce the
threat of breach and to limit exploitation opportunities for hackers or intruders, etc.)
Action Plan for Compliance with a Timeline: Compliance Date:
9. Does Applicant/Bidder secure physical access to computer, paper, or other systems ®Yes
containing Texas HHS Confidential Information from unauthorized personnel and theft 0 No
(e.g., door locks, cable locks, laptops are stored in the trunk of the car instead of the
passenger area, etc.)?
Action Plan for Compliance with a Timeline: Compliance Date:
SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 9 of 18
SECURITY AND PRIVACY INQUIRY(SPI)
Docusign Envelope ID:EDAOC8C6-8A73-446B-BOCO-DB23D8451EA5
10. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential ®Yes
Information that is transmitted over a public network (e.g., the Internet, WiFi, etc.)? ®No
If yes, upon request must provide evidence such as a screen shot or a system report.
Encryption is required for all HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required for
Health Insurance Portability and Accountability Act(HIPAA)data,Criminal Justice Information Services(CJIS)data,Internal
Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data.
For more information regarding FIPS 140-2 encryption products,please refer to:
http://csrc.nist.qov/publications/fips
Action Plan for Compliance with a Timeline: Compliance Date:
11. Does Applicant/Bidder use encryption products to protect Texas HHS Confidential 0 Yes
Information stored on end user devices (e.g., laptops, USBs, tablets, smartphones, external ®No
hard drives, desktops, etc.)?
If yes, upon request must provide evidence such as a screen shot or a system report.
Encryption is required for all Texas HHS Confidential Information. Additionally,FIPS 140-2 validated encryption is required
for Health Insurance Portability and Accountability Act(HIPAA)data,Criminal Justice Information Services(CJIS)data,
Internal Revenue Service Federal Tax Information(IRS FTI)data,and Centers for Medicare&Medicaid Services(CMS)data.
For more information regarding FIPS 140-2 encryption products,please refer to:
http://csrc.nist.qo v/publications/fips
Action Plan for Compliance with a Timeline: Compliance Date:
12. Does Applicant/Bidder require Workforce members to formally acknowledge rules outlining 0 Yes
their responsibilities for protecting Texas HHS Confidential Information and associated ®No
systems containing HHS Confidential Information before their access is provided?
Action Plan for Compliance with a Timeline: Compliance Date:
13. Is Applicant/Bidder willing to perform or submit to a criminal background check on 0 Yes
Authorized Users? 0 No
Action Plan for Compliance with a Timeline: Compliance Date:
14. Does Applicant/Bidder prohibit the access, creation, disclosure, reception, transmission, 0 Yes
maintenance, and storage of Texas HHS Confidential Information with a subcontractor ®No
(e.g., cloud services, social media, etc.) unless Texas HHS has approved the subcontractor
agreement which must include compliance and liability clauses with the same
requirements as the Applicant/Bidder?
Action Plan for Compliance with a Timeline: Compliance Date:
SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 10 of 18
SECURITY AND PRIVACY INQUIRY(SPI)
Docusign Envelope ID:EDAOC8C6-8A73-446B-BOCO-DB23D8451 EA5
15. Does Applicant/Bidder keep current on security updates/patches (including firmware, ®Yes
software and applications) for computing systems that use, disclose, access, create, ®No
transmit, maintain or store Texas HHS Confidential Information?
Action Plan for Compliance with a Timeline: Compliance Date:
16. Do Applicant/Bidder's computing systems that use, disclose, access, create, transmit, ®Yes
maintain or store Texas HHS Confidential Information contain up-to-date anti- 0 No
malware and antivirus protection?
Action Plan for Compliance with a Timeline: Compliance Date:
17. Does the Applicant/Bidder review system security logs on computing systems that access 0 Yes
or store Texas HHS Confidential Information for abnormal activity or security concerns on ® No
a regular basis?
Action Plan for Compliance with a Timeline: Compliance Date:
18. Notwithstanding records retention requirements, does Applicant/Bidder's disposal 0 Yes
processes for Texas HHS Confidential Information ensure that Texas HHS Confidential ®No
Information is destroyed so that it is unreadable or undecipherable?
Action Plan for Compliance with a Timeline: Compliance Date:
19. Does the Applicant/Bidder ensure that all public facing websites and mobile ®Yes
applications containing Texas HHS Confidential Information meet security testing ® No
standards set forth within the Texas Government Code (TGC), Section 2054.516;
including requirements for implementing vulnerability and penetration testing and
addressing identified vulnerabilities?
For more information regarding TGC,Section 2054.516 DATA SECURITY PLAN FOR ONLINE AND MOBILE
APPLICATIONS,please refer to: https://leaiscan.com/TX/text/HB8/2017
Action Plan for Compliance with a Timeline: Compliance Date:
SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 11 of 18
SECURITY AND PRIVACY INQUIRY(SPI)
Docusign Envelope ID:EDAOC8C6-8A73-446B-BOCO-DB23D8451 EA5
SECTION D: SIGNATURE AND SUBMISSION (to be completed by Applicant/Bidder)
Please sign the form digitally, if possible. If you can't, provide a handwritten signature.
1. I certify that all of the information provided in this form is truthful and correct to the best of my knowledge.
If I learn that any such information was not correct, I agree to notify Texas HHS of this immediately.
2. Signature 3.Title 4. Date:
To submit the completed,signed form:
• Email the form as an attachment to the appropriate Texas HHS Contract Manager(s).
Section E:To Be Completed by Texas HHS Agency Staff:
Agency(s): Requesting Department(s):
HHSC: DFPS: DSHS:❑
Legal Entity Tax Identification Number(TIN) (Last four Only): PO/Contract(s)#:
MEIN
Contract Manager: Contract Manager Email Address: Contract Manager Telephone#:
Contract Manager: Contract Manager Email Address: Contract Manager Telephone#:
Contract Manager: Contract Manager Email Address: Contract Manager Telephone#:
Contract Manager: Contract Manager Email Address: Contract Manager Telephone#:
Contract Manager: Contract Manager Email Address: Contract Manager Telephone#:
Contract Manager: Contract Manager Email Address: Contract Manager Telephone#:
Contract Manager: Contract Manager Email Address: Contract Manager Telephone#:
Contract Manager: Contract Manager Email Address: Contract Manager Telephone#:
SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 12 of 18
SECURITY AND PRIVACY INQUIRY(SPI)
Docusign Envelope ID:EDAOv,I nut-I IUt . run w.V vIrLC I IIvu THE SECURITY AND PRIVACY INQUIRY(SPI)
Below are instructions for Applicants, Bidders and Contractors for Texas Health and Human Services requiring the
Attachment 2, Security and Privacy Inquiry (SPI) to the Data Use Agreement (DUA). Instruction item numbers below
correspond to sections on the SPI form.
If you are a bidder for a new procurement/contract, in order to participate in the bidding process,you must have corrected any"No"
responses(except A9a)prior to the contract award date. If you are an applicant for an open enrollment,you must have corrected
any"No"answers(except A9a and All) prior to performing any work on behalf of any Texas HHS agency.
For any questions answered "No" (except A9a and All),an Action Plan for Compliance with a Timeline must be documented in the
designated area below the question.The timeline for compliance with HIPAA-related requirements for safeguarding Protected Health
Information is 30 calendar days from the date this form is signed. Compliance with requirements related to other types of
Confidential Information must be confirmed within 90 calendar days from the date the form is signed.
SECTION A. APPLICANT/BIDDER INFORMATION
Item#1. Only contractors that access, transmit, store, and/or maintain Texas HHS Confidential Information will
complete and email this form as an attachment to the appropriate Texas HHS Contract Manager.
Item#2.Entity or Applicant/Bidder Legal Name. Provide the legal name of the business(the name used for legal purposes,
like filing a federal or state tax form on behalf of the business, and is not a trade or assumed named"dba"), the legal tax
identification number(last four numbers only)of the entity or applicant/bidder, the address of the corporate or main branch of
the business, the telephone number where the business can be contacted regarding questions related to the information on
this form and the website of the business, if a website exists.
Item#3.Number of Employees, at all locations,in Applicant/Bidder's workforce. Provide the total number of
individuals, including volunteers,subcontractors, trainees, and other persons who work for the business. If you are the
only employee,please answer"1."
Item#4. Number of Subcontractors. Provide the total number of subcontractors working for the business. If you have
none,please answer"0"zero.
Item#5. Number of unduplicated individuals for whom Applicant/Bidder reasonably expects to handle HHS Confidential
Information during one year. Select the radio button that corresponds with the number of clients/consumers for whom you
expect to handle Texas HHS Confidential Information during a year. Only count clients/consumers once, no matter how many
direct services the client receives during a year.
Item#5.Name of Information Technology Security Official and Name of Privacy Official for Applicant/Bidder.As with all other
fields on the SPI, this is a required field. This may be the same person and the owner of the business if such person has the security
and privacy knowledge that is required to implement the requirements of the DUA and respond to questions related to the SPI. In
4.A. provide the name, address, telephone number, and email address of the person whom you have designated to answer any
security questions found in Section C and in 4.8. provide this information for the person whom you have designated as the person
to answer any privacy questions found in Section B. The business may contract out for this expertise;however, designated
individual(s)must have knowledge of the business's devices,systems and methods for use, disclosure, creation, receipt,
transmission and maintenance of Texas HHS Confidential Information and be willing to be the point of contact for privacy and
security questions.
Item#6. Type(s)of HHS Confidential Information the Entity or Applicant/Bidder Will Create, Receive,Maintain, Use, Disclose or
Have Access to: Provide a complete listing of all Texas HHS Confidential Information that the Contractor will create, receive,
maintain, use, disclose or have access to. The DUA section Article 2, Definitions, defines Texas HHS Confidential Information as:
"Confidential Information"means any communication or record(whether oral, written, electronically stored or transmitted,
or in any other form)provided to or made available to CONTRACTOR or that CONTRACTOR may create, receive, maintain,
use, disclose or have access to on behalf of Texas HHS that consists of or includes any or all of the following:
(1) Client Information;
(2)Protected Health Information in any form including without limitation, Electronic
Protected Health Information or Unsecured Protected Health Information;
(3)Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521;
SPI Version 2.1 (06/2018) Texas HHS System-Data Use Agreement-Attachment 2: Page 13 of 18
SECURITY AND PRIVACY INQUIRY(SPI)
Docusign Envelope ID: EDAOC8C6-8A73-446B-BOCO-DB23D8451 EA5
(4)t-eaerai lax Information;
(5)Personally Identifiable Information;
(6)Social Security Administration Data, including, without limitation, Medicaid information;
(7)All privileged work product;
(8)All information designated as confidential under the constitution and laws of the State of
Texas and of the United States, including the Texas Health&Safety Code and the Texas Public
Information Act, Texas Government Code, Chapter 552.
Definitions for the following types of confidential information can be found the following sites:
• Health Insurance Portability and Accountability Act(HIPAA)-http://www.hhs.qov/hipaa/index.html
• Criminal Justice Information Services(CJIS)-https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center
• Internal Revenue Service Federal Tax Information (IRS FTI)-https://www.irs.qov/pub/irs-pdf/p1075.pdf
• Centers for Medicare& Medicaid Services(CMS)-https://www.cros.gov/Requlations-and-Guidance/Requlations-and-
Guidance.html
•Social Security Administration(SSA)-https://www.ssa.gov/regulations/
• Personally Identifiable Information (PII)-http://csrc.nist.qov/publications/nistpubs/800-122/sp800-122.pdf
Item#7.Number of Storage devices for Texas HHS Confidential Information. The total number of devices is
automatically calculated by exiting the fields in lines a-d. Use the<Tab>key when exiting the field to prompt
calculation, if it doesn't otherwise sum correctly.
• Item 7a. Devices. Provide the number of personal user computers, devices, and drives(including mobile
devices, laptops, USB drives, and external drives)on which your business stores or will store Texas HHS
Confidential Information.
• Item 7b.Servers. Provide the number of servers not housed in a data center or "in the cloud,"on which Texas HHS
Confidential Information is stored or will be stored.A server is a dedicated computer that provides data or services to other
computers. It may provide services or data to systems on a local area network(LAN)or a wide area network(WAN)over the
Internet. If none, answer"0"(zero).
• Item 7c. Cloud Services. Provide the number of cloud services to which Texas HHS Confidential Information is stored. Cloud
Services involve using a network of remote servers hosted on the Internet to store, manage, and process data, rather than
on a local server or a personal computer. If none, answer"0"(zero.)
• Item 7d. Data Centers. Provide the number of data centers in which you store Texas HHS Confidential Information.A
Data Center is a centralized repository, either physical or virtual,for the storage, management, and
dissemination of data and information organized around a particular body of knowledge or pertaining to a
particular business. If none, answer"0"(zero).
Item#8. Number of unduplicated individuals for whom the Applicant/Bidder reasonably expects to handle Texas HHS
Confidential Information during one year. Select the radio button that corresponds with the number of clients/consumers for
whom you expect to handle Confidential Information during a year. Only count clients/consumers once, no matter how many
direct services the client receives during a year.
Item#9. HIPAA Business Associate Agreement.
• Item#9a.Answer"Yes"if your business will use, disclose, create, receive, transmit, or store information relating to a
client/consumer's healthcare on behalf of the Department of State Health Services, the Department of Disability and Aging
Services, or the Health and Human Services Commission for treatment, payment, or operation of Medicaid or Medicaid
clients. If your contract does not include HIPAA covered information, respond "no."If"no,"a compliance plan is not required.
• Item#9b. Answer"Yes"if your business has a notice of privacy practices(a document that explains how you protect and
use a client/consumer's healthcare information)displayed either on a website(if one exists for your business)or in your
place of business(if that location is open to clients/consumers or the public). If your contract does not include HIPAA
covered information, respond"N/A."
Item#10. Subcontractors. If your business responded "0"to question 4 (number of subcontractors),Answer "N/A"to Items 10a
and 10b to indicate not applicable.
• Item#10a.Answer "Yes"if your business requires that all subcontractors sign Attachment 1 of the DUA.
• Item#10b.Answer"Yes"if your business obtains Texas HHS approval before permitting subcontractors to handle Texas HHS
Confidential Information on your business's behalf.
Item#11. Optional Insurance. Answer "yes"if applicant has optional insurance in place to provide coverage for a Breach or any
Texas HHS System-Data Use Agreement-Attachment 2:
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other situations listed in this question. 1j you are not required to have this optional coverage, answer"N/A"A compliance plan is
not required.
SECTION B. PRIVACY RISK ANALYSIS AND ASSESSMENT
Reasonable and appropriate written Privacy and Security policies and procedures are required, even for sole proprietors who are
the only employee,to demonstrate how your business will safeguard Texas HHS Confidential Information and respond in the
event of a Breach of Texas HHS Confidential Information.To ensure that your business is prepared, all of the items below must
be addressed in your written Privacy and Security policies and procedures.
Item#1. Answer"Yes" if you have written policies in place for each of the areas (a-o).
• Item#1a. Answer"yes" if your business has written policies and procedures that identify everyone, including
subcontractors,who are authorized to use Texas HHS Confidential Information.The policies and procedures should also
identify the reason why these Authorized Users need to access the Texas HHS Confidential Information and this reason
must align with the Authorized Purpose described in the Scope of Work or description of services in the Base Contract
with the Texas HHS agency.
• Item#1b. Answer"Yes" if your business has written policies and procedures that require your employees(including
yourself), your volunteers,your trainees, and any other persons whose work you direct,to comply with the requirements
of HIPAA, if applicable, and other confidentiality laws as they relate to your handling of Texas HHS Confidential
Information. Refer to the laws and rules that apply, including those referenced in the DUA and Scope of Work or
description of services in the Base Contract.
• Item#1c. Answer"Yes" if your business has written policies and procedures that limit the Texas HHS Confidential
Information you disclose to the minimum necessary for your workforce and subcontractors (if applicable)to perform the
obligations described in the Scope of Work or service description in the Base Contract. (e.g., if a client/consumer's Social
Security Number is not required for a workforce member to perform the obligations described in the Scope of Work or
service description in the Base Contract,then the Social Security Number will not be given to them.) If you are the only
employee for your business, policies and procedures must not include a request for, or use of, Texas HHS Confidential
Information that is not required for performance of the services.
• Item #1d. Answer "Yes" if your business has written policies and procedures that explain how your business would
respond to an actual or suspected breach of Texas HHS Confidential Information. The written policies and procedures,
at a minimum, must include the three items below. If any response to the three items below are no, answer"no."
O Item#1di.Answer"Yes" if your business has written policies and procedures that require your business to
immediately notify Texas HHS, the Texas HHS Agency, regulatory authorities, or other required Individuals or
Authorities of a Breach as described in Article 4, Section 4 of the DUA.
Refer to Article 4, Section 4.01:
Initial Notice of Breach must be provided in accordance with Texas HHS and DUA requirements with as much
information as possible about the Event/Breach and a name and contact who will serve as the single point of contact
with HHS both on and off business hours. Time frames related to Initial Notice include:
• within one hour of Discovery of an Event or Breach of Federal Tax Information, Social Security Administration
Data, or Medicaid Client Information
• within 24 hours of all other types of Texas HHS Confidential Information 48-hour Formal Notice must be provided
no later than 48 hours after Discovery for protected health information, sensitive personal information or other
non-public information and must include applicable information as referenced in Section 4.01 (C)2. of the DUA.
o Item#1dii.Answer"Yes" if your business has written policies and procedures require you to have and follow a
written breach response plan as described in Article 4 Section 4.02 of the DUA.
o Item#ldiii.Answer "Yes" if your business has written policies and procedures require you to notify Reporting
Authorities and Individuals whose Texas HHS Confidential Information has been breached as described in Article 4
Section 4.03 of the DUA.
• Item#1e. Answer"Yes" if your business has written policies and procedures requiring annual training of your entire
workforce on matters related to confidentiality, privacy, and security,stressing the importance of promptly reporting any
Event or Breach, outlines the process that you will use to require attendance and track completion for employees who
failed to complete annual training.
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• Item#1f. Answer "Yes" if your business has written policies and procedures requiring you to allow individuals
(clients/consumers) to access their individual record of Texas HHS Confidential Information, and allow them to
amend or correct that information, if applicable.
• Item#1g. Answer"Yes" if your business has written policies and procedures restricting access to Texas HHS Confidential
Information to only persons who have been authorized and trained on how to handle Texas HHS Confidential Information
• Item#1h. Answer"Yes" if your business has written policies and procedures requiring sanctioning of any subcontractor,
employee,trainee, volunteer, or anyone whose work you direct when they have accessed Texas HHS Confidential
Information but are not authorized to do so, and that you have a method of proving that you have sanctioned such an
individuals. If you are the only employee,you must demonstrate how you will document the noncompliance, update
policies and procedures if needed, and seek additional training or education to prevent future occurrences.
• Item#1i. Answer"Yes" if your business has written policies and procedures requiring you to update your policies within
60 days after you have made changes to how you use or disclose Texas HHS Confidential Information.
• Item#1j. Answer"Yes" if your business has written policies and procedures requiring you to restrict attempts to take
de-identified data and re-identify it or restrict any subcontractor, employee,trainee, volunteer, or anyone whose work
you direct,from contacting any individuals for whom you have Texas HHS Confidential Information except to perform
obligations under the contract, or with written permission from Texas HHS.
• Item#1k.Answer"Yes" if your business has written policies and procedures prohibiting you from using, disclosing,
creating, maintaining, storing or transmitting Texas HHS Confidential Information outside of the United States.
• Item#11. Answer"Yes" if your business has written policies and procedures requiring your business to cooperate with
HHS agencies or federal regulatory entities for inspections, audits, or investigations related to compliance with the DUA or
applicable law.
• Item#1m. Answer"Yes" if your business has written policies and procedures requiring your business to use appropriate
standards and methods to destroy or dispose of Texas HHS Confidential Information. Policies and procedures should
comply with Texas HHS requirements for retention of records and methods of disposal.
• Item#1n.Answer"Yes" if your business has written policies and procedures prohibiting the publication of the
work you created or performed on behalf of Texas HHS pursuant to the DUA, or other Texas HHS Confidential
Information,without express prior written approval of the HHS agency.
Item#2. Answer"Yes" if your business has a current training program that meets the requirements specified in the SPI
for you,your employees, your subcontractors,your volunteers,your trainees, and any other persons under you direct
supervision.
Item#3. Answer "Yes" if your business has privacy safeguards to protect Texas HHS Confidential Information as described
in the SPI.
Item#4. Answer"Yes" if your business maintains current lists of persons in your workforce, including subcontractors
(if applicable),who are authorized to access Texas HHS Confidential Information. If you are the only person with
access to Texas HHS Confidential Information, please answer "yes."
Item#5. Answer"Yes" if your business and subcontractors (if applicable) monitor for and remove from the list of
Authorized Users, members of the workforce who are terminated or are no longer authorized to handle Texas HHS
Confidential Information. If you are the only one with access to Texas HHS Confidential Information, please answer "Yes."
SECTION C. SECURITY RISK ANALYSIS AND ASSESSMENT
This section is about your electronic systems. If you DO NOT store Texas HHS Confidential Information in electronic systems
(e.g., laptop, personal computer, mobile device, database, server, etc.), select the "No Electronic Systems" box and respond
"Yes"for all questions in this section.
Item#1. Answer "Yes" if your business does not "offshore" or use,disclose, create, receive,transmit or maintain
Texas HHS Confidential Information outside of the United States. If you are not certain, contact your provider of
technology services (application, cloud, data center, network, etc.)and request confirmation that they do not off-
shore their data.
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item gz. Answer "Yes" it your business uses a person or company who is knowledgeable in IT security to maintain or oversee
the configurations of your business's computing systems and devices.You may be that person, or you may hire someone who
can provide that service for you.
Item#3. Answer"Yes" if your business monitors and manages access to Texas HHS Confidential Information (i.e., reviews
systems to ensure that access is limited to Authorized Users; has formal processes for granting,validating,and reviews the
need for remote access to Authorized Users to Texas HHS Confidential Information, etc.). If you are the only employee,
answer"Yes" if you have implemented a process to periodically evaluate the need for accessing Texas HHS Confidential
Information to fulfill your Authorized Purposes.
Item#4. Answer "Yes" if your business has implemented a system for changing the password a system initially assigns to the
user (also known as the default password), and requires users to change their passwords at least every 90 days, and prohibits the
creation of weak passwords for all computer systems that access or store Texas HHS Confidential Information (e.g., a strong
password has a minimum of 8 characters with a combination of uppercase, lowercase, special characters, and numbers,where
possible). If your business uses a Microsoft Windows system, refer to the Microsoft website on how to do this, see example:
https://docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/password-policy
Item#5. Answer "Yes" if your business assigns a unique user name and private password to each of your employees,
your subcontractors,your volunteers,your trainees and any other persons under your direct control who will use,
disclose, create, receive,transmit or maintain Texas HHS Confidential Information.
Item#6. Answer "Yes" if your business locks the access after a certain number of failed attempts to login and after 15 minutes
of user inactivity on all computing devices that access or store Texas H H S Confidential Information. If your business uses a
Microsoft Windows system, refer to the Microsoft website on how to do this, see example:
https://docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/account-lockout-policy
Item#7. Answer"Yes" if your business secures, manages, and encrypts remote access,such as: using Virtual Private
Network(VPN) software on your home computer to access Texas HHS Confidential Information that resides on a
computer system at a business location or, if you use wireless,ensuring that the wireless is secured using a
password code. If you do not access systems remotely or over wireless,answer"Yes."
Item#8. Answer "Yes" if your business updates the computer security settings for all your computers and electronic
systems that access or store Texas HHS Confidential Information to prevent hacking or breaches (e.g., non-essential
features or services have been removed or disabled to reduce the threat of breach and to limit opportunities for hackers or
intruders to access your system). For example, Microsoft's Windows security checklist:
https://docs.microsoft.com/en-us/windows/security/threat-protection/security-policy-settings/how-to-configure-security-policy-settings
Item#9. Answer "Yes" if your business secures physical access to computer, paper, or other systems containing Texas HHS
Confidential Information from unauthorized personnel and theft (e.g., door locks, cable locks, laptops are stored in the
trunk of the car instead of the passenger area,etc.). If you are the only employee and use these practices for your
business, answer "Yes."
Item#10.Answer"Yes" if your business uses encryption products to protect Texas HHS Confidential Information that is
transmitted over a public network(e.g., the Internet,WIFI,etc.) or that is stored on a computer system that is physically or
electronically accessible to the public (FIPS 140-2 validated encryption is required for Health Insurance Portability and
Accountability Act (HIPAA) data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax
Information (IRS FTI) data, and Centers for Medicare & Medicaid Services (CMS) data.) For more information regarding FIPS
140-2 encryption products, please refer to: http://csrc.nist.gov/publications/fips).
Item#11.Answer"Yes" if your business stores Texas HHS Confidential Information on encrypted end-user electronic devices
(e.g., laptops, USBs,tablets, smartphones, external hard drives, desktops, etc.)and can produce evidence of the encryption,
such as, a screen shot or a system report (FIPS 140-2 encryption is required for Health Insurance Portability and Accountability
Act (HIPAA) data, Criminal Justice Information Services (CJIS) data, Internal Revenue Service Federal Tax Information (IRS FTI)
data, and Centers for Medicare & Medicaid Services (CMS) data). For more information regarding FIPS 140-2 validated
encryption products, please refer to: http://csrc.nist.qov/publications/fips). If you do not utilize end-user electronic devices
for storing Texas HHS Confidential Information, answer"Yes."
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Item#12. Answer "Yes"if your business requires employees,volunteers, trainees and other workforce members to sign a
document that clearly outlines their responsibilities for protecting Texas HHS Confidential Information and associated
systems containing Texas HHS Confidential Information before they can obtain access. If you are the only employee answer
"Yes" if you have signed or are willing to sign the DUA, acknowledging your adherence to requirements and responsibilities.
Item #13. Answer "Yes" if your business is willing to perform a criminal background check on employees, subcontractors,
volunteers, or trainees who access Texas HHS Confidential Information. If you are the only employee, answer "Yes" if you
are willing to submit to a background check.
Item#14.Answer "Yes" if your business prohibits the access, creation, disclosure, reception,transmission, maintenance,
and storage of Texas HHS Confidential Information on Cloud Services or social media sites if you use such services or sites,
and there is a Texas HHS approved subcontractor agreement that includes compliance and liability clauses with the same
requirements as the Applicant/Bidder. If you do not utilize Cloud Services or media sites for storing Texas HHS Confidcntial
Information, answer"Yes."
Item#15.Answer"Yes" if your business keeps current on security updates/patches (including firmware, software and
applications) for computing systems that use, disclose, access, create,transmit, maintain or store Texas HHS Confidential
Information. If you use a Microsoft Windows system, refer to the Microsoft website on how to ensure your system is
automatically updating,see example:
https://portal.msrc.microsoft.com/en-us/
Item#16.Answer "Yes" if your business's computing systems that use, disclose, access, create,transmit, maintain or store
Texas HHS Confidential Information contain up-to-date anti-malware and antivirus protection. If you use a Microsoft
Windows system, refer to the Microsoft website on how to ensure your system is automatically updating, see example:
h ttps://docs.microsoft.com/en-us/windows/security/threat-protection/
Item #17. Answer "Yes" if your business reviews system security logs on computing systems that access or store Texas HHS
Confidential Information for abnormal activity or security concerns on a regular basis. If you use a Microsoft Windows system,
refer to the Microsoft website for ensuring your system is logging security events,see example:
https://docs.microsoft.com/en-us/windows/security/threat-protection/auditinq/basic-security-audit-policies
Item#18.Answer "Yes" if your business disposal processes for Texas HHS Confidential Information ensures that Texas
HHS Confidential Information is destroyed so that it is unreadable or undecipherable. Simply deleting data or formatting
the hard drive is not enough; ensure you use products that perform a secure disk wipe. Please see NIST SP 800-88 R1,
Guidelines for Media Sanitization and the applicable laws and regulations for the information type for further guidance.
Item#19.Answer"Yes" if your business ensures that all public facing websites and mobile applications containing HHS
Confidential Information meet security testing standards set forth within the Texas Government Code (TGC), Section
2054.516
SECTION D. SIGNATURE AND SUBMISSION
Click on the signature area to digitally sign the document. Email the form as an attachment to the appropriate
Texas HHS Contract Manager.
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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:EDAOC8C6-8A73-446B-BOCO-DB23D8451 EA5
Attachment H 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
Policies Act of 1970 (P.L. 91-646)which provide for
one of the 19 statutes or regulations specified in fair and equitable treatment of persons displaced or
Appendix A of OPM's Standards for a Merit System of whose property is acquired as a result of Federal or
Personnel Administration (5 C.F.R. 900, Subpart F). federally-assisted programs.These requirements
apply to all interests in real property acquired for
6. Will comply with all Federal statutes relating to project purposes regardless of Federal participation in
nondiscrimination.These include but are not limited to: purchases.
(a)Title VI of the Civil Rights Act of 1964(P.L. 88-352)
which prohibits discrimination on the basis of race,color 8. Will comply,as applicable,with provisions of the
or national origin; (b)Title IX of the Education Hatch Act(5 U.S.C.§§1501-1508 and 7324-7328)
Amendments of 1972, as amended (20 U.S.C.§§1681- which limit the political activities of employees whose
1683, and 1685-1686),which prohibits discrimination on principal employment activities are funded in whole
the basis of sex; (c)Section 504 of the Rehabilitation or in part with Federal funds.
Previous Edition Usable Standard Form 424B(Rev.7-97)
Authorized for Local Reproduction Prescribed by OMB Circular A-102
Docusign Envelope ID: EDAOC8C6-8A73-446B-BOCO-DB23D8451EA5
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
Docusign Envelope ID:EDAOC8C6-8A73-446B-BOCO-DB23D8451 EA5
TEXAS
, Health and Human Texas Department of State
AV Services Health Services
Fiscal Federal Funding Accountability and
Transparency Act (FFATA)
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: (Name, Email and Phone Number):
Primary Address of Contractor: Zip Code: 9-digits required www.usps.com
Unique Entity ID (UEI): This number replaces the DUNS State of Texas Comptroller Vendor Identification Number
www.sam.gov (VIN) - 14 digits:
Printed Name of Authorized Representative: Signature of Authorized Representative
Title of Authorized Representative Date Signed
1
Department of State Health Services Form 4734—April 2022
Contract Management Section
Docusign Envelope ID:EDAOC8C6-8A73-446B-BOCO-DB23D8451 EA5
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 Nop
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 D 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 ❑ No D
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 0 No 0
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 -April 2022
Contract Management Section
0 docusign.
Certificate Of Completion
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Subject:Please DocuSign:HHS001564200001 FY26 HTB-Port Arthur.pdf
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Record Tracking
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Signer Events Signature Timestamp
Ronald Burton Sent:2/26/2025 3:12:11 PM
Ronald.burton@portarthurtx.gov
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(None)
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Susana Garcia
Susana.Garcia@dshs.texas.gov
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Patty Melchior
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Manda Hall, M.D
Manda.Hall@dshs.texas.gov
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Judith Smith COPIED Sent:2/26/2025 3:12:10 PM
judith.smith@portarthurtx.gov Viewed:2/26/2025 3:12:25 PM
Director of Health Services
City of Port Arthur
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Christina Patteson COPIED Sent:2/26/2025 3:12:11 PM
Christina.patteson@portarthurtx.gov Viewed:3/5/2025 2:26:58 PM
Security Level:Email,Account Authentication
(None)
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Tray Kirkpatrick
Tray.kirkpatrick@dshs.texas.gov
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
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CMS Internal Routing Mailbox
cros.internalrouting@dshs.texas.gov
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(None)
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Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/26/2025 3:12:10 PM
Envelope Updated Security Checked 2/27/2025 9:54:52 AM
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