HomeMy WebLinkAboutPR 24262: AMENDMENT NO. 2 GRANT RENEWAL WITH DSHS I/
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Date: April 03, 2025
To: Ron Burton, CPM, City Manager
From: Judith A. Smith, RN, BSN, Director of Health Services
RE: PR 24262
Approval for Amendment No. 2 Grant Renewal with DSHS and the City of Port Arthur to support Public
Health Emergency Preparedness for FY 2026. This Grant requires a 10%match of$10,351.00
Nature of the Request: The Department of State Health Services provides funding to local health
departments so each facility can perform activities that plan and prepare for natural and man-made
disasters. The City of Port Arthur Health Department has received this funding since 2011. The
Department provides services which include community preparedness, community recovery, emergency
public information, information sharing, fatality management, etc.
Staff Analysis, Considerations: This grant covers the salary and fringe for one (1) epidemiologist who
provides surveillance and case reporting for South Jefferson County.
Recommendations: It is recommended that the City Council approve P.R. No. 24262, approving the
contract amendment between the City of Port Arthur and the Department of State Health Services for the
FY 2026 PHEP (Public Health Emergency Preparedness) grant. The grant period is from July 1, 2025, to
June 30,2026.
Budget Considerations: The total amount for this grant agreement for FY 2026 is not to exceed
$113,858.00. This includes DSHS's share of$103,507.00 and the required match of$10,351.00, budgeted
in account 101-23-061-5111-00-50-000.
"REMEMBER WE ARE HERE TO SERVE THE CITIZENS OF PORT ARTHUR"P.O.BOX 1089•PORT ARTHUR, TX 77641-1089•
409/983-8101•FAX 409/982-6743
P. R. No.24262
04/03/2025-js
RESOLUTION NO.
A RESOLUTION APPROVING THE FY 2026 CONTRACT
AMENDMENT NO.2 BETWEEN THE CITY OF PORT ARTHUR
AND THE DEPARTMENT OF STATE HEALTH SERVICES FOR
THE PUBLIC HEALTH EMERGENCY PREPAREDNESS
PROGRAM FOR $103,507.00 IN FEDERAL FUNDING WITH A
10% CITY MATCH OF $10,351.00 FOR A TOTAL NOT TO
EXCEED $113,858.00. THIS CONTRACT STARTS JULY 1, 2025,
AND EXPIRES JUNE 30, 2026. THE CASH MATCH IS
BUDGETED IN ACCOUNT 101-23-061-5111-00-50-000.
WHEREAS the contract between the City of Port Arthur and the Department of State
Health Services provides financial assistance to the Port Arthur City Health Department to
supplement the delivery of public health services including responding to bioterrorism, outbreaks
of infectious disease, and other public health threats and emergencies in accordance with an
established set of public health preparedness capabilities; and,
WHEREAS, the City of Port Arthur has been a recipient of the Public Health Emergency
Preparedness grant since 2011 and continues to serve South Jefferson County; and,
WHEREAS, pursuant to Resolution 24-182, the City Council approved the original
contract on April 23, 2024, and the Texas Department of State Health Services now desires to
provide additional funding for fiscal year 2026; and,
WHEREAS, this grant appropriation shall cover the salary and fringe for one (1)
epidemiologist who provides surveillance and case reporting for South Jefferson County; and,
WHEREAS, the total amount of the grant agreement will not exceed $113,858.00, which
includes DSHS's share of$103,507.00 and the City of Port Arthur's 10% match of$10,351.00. It
is effective from July 1, 2025, through June 30, 2026.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PORT ARTHUR, TEXAS:
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 agreement between the City of Port Arthur and the Department of State Health Services
for the Public Health Preparedness Program.
9
P. R. No.24262
04/03/2025-js
Section 3. That the total amount of the grant agreement will not exceed $113,858.00,
which includes DSHS's share of $103,507.00 and the City of Port Arthur's 10% match of
$10,351.00. It is effective from July 1, 2025,through June 30, 2026.
Section 5. 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 agreement between the Department of State Health Services and the City of
Port Arthur, Texas in substantially the same form as attached hereto as Exhibit"A".
Section 6. That a copy of the caption of this Resolution be spread upon the Minutes
of the City Council.
READ, ADOPTED, AND APPROVED, this day of April 2025 A.D., at a
Regular Meeting of the City Council of the City of Port Arthur, Texas by the following Vote:
AYES: Mayor:
Councilmembers:
NOES:
Mayor, Thurman Bartie
ATTEST:
Sherri Bellard, City Secretary
P. R. No.24262
04/03/2025-j s
APPROVED AS TO FORM:
Roxann Pais Controneo, City Attorney
APPROVED ADMINISTRATION:
0:41,teai
Ron Burto oppr-
City Manager
44Lc ob) A • Antiou
JUdith A. Smith, RN, BSN
Director of Health Services
APPROVED AS TO AVAILABILITY OF FUNDS:
60Jf.,?,(aY
Lynda Boswell, MA, ICMA-CM
Finance Director
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DEPARTMENT OF STATE HEALTH SERVICES
CONTRACT No. HHS001439500029
AMENDMENT No. 2
The DEPARTMENT OF STATE HEALTH SERVICES ("System Agency" or "DSHS") and CITY OF
PORT ARTHUR("Grantee"), who are collectively referred to as the "Parties," to that certain Public
Health Emergency Preparedness ("PHEP") grant agreement, effective July 1, 2024, and
denominated DSHS Contract No. HHS001439500029 ("Contract"), as amended, now desire to
further amend the Contract.
WHEREAS, the Parties desire to extend the term of the Contract to exercise the first of four (4)
available one-year extension options under the Contract;
WHEREAS, the Parties desire to add funds to the Contract associated with the FY 2026 extension
period; and
WHEREAS,the Parties desire to revise certain terms for compliance with applicable law and DSHS
policy.
Now,THEREFORE, the Parties hereby amend and modify the Contract as follows:
1. SECTION III of the Contract, DURATION, is amended to reflect a revised termination date
of June 30, 2026.
2. SECTION V of the Contract, BUDGET AND INDIRECT COST RATE is hereby amended to
increase funding in the amount of $113,858.00 for FY 2026. The total not to exceed
amount of this Grant Agreement is increased to $227,716.00. All expenditures under the
Grant Agreement must be within the identified FY,and in accordance with ATTACHMENT
B.1,FY2026 BUDGET.
The total not-to-exceed amount includes the following:
Increase in Federal Funds: $103,507.00 Total Federal Funds: $207,014.00
Increase in State Funds: $0.00 Total State Funds: $0.00
3. SECTION VI of the Contract, NOTICE TO PROCEED is hereby deleted in its entirety and
replaced with the following:
Funding for this Grant Agreement is available each FY, which is the period of July 1,
through June 30, for the contract term in Section III, Duration, and is dependent on the
award of the applicable federal grant.No work may begin,and no charges may be incurred
until DSHS issues a written Notice to Proceed("NTP")to Grantee for each FY. Although
the NTP may issue a budget amount less than the total not to exceed amount of the Grant
Agreement,the NTP must not effectuate a total budget of the Grant Agreement that results
DSHS Contract No.HHS001439500029
Amendment No.2
Page 1 of 5
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in a total not to exceed Grant Agreement amount that exceeds the amount specified in
Section V, Budget and Indirect Cost Rate, of the Grant Agreement. Such changes to
total not to exceed amount specified in the Grant Agreement must be effectuated by
amendment. Any expenditures made beyond the dollar amounts specified in the NTP(s)
will be at Grantee's sole risk. Notwithstanding the preceding, at DSHS's discretion,
Grantee may be eligible to receive reimbursement for eligible expenses incurred during
the period of performance as defined by 2 CFR § 200.309.
4. SECTION VII of the Contract,REPORTING REQUIREMENTS is hereby supplemented with
the addition of the following:
Grantee shall submit the reports for FY2026, as identified in the table below, and as
outlined in ATTACHMENT A.2, FY2026 STATEMENT OF WORK, by the due dates and
submission methods specified therein.DSHS may add contractual requirements and revise
reporting due dates throughout the term of this Grant Agreement to comply with
modifications made to the federal grant award.
Project FY 2026 DSHS Email or System to
Report Frequency
Due Date(s) Submit Report
FSRs are due
biannually.The first
Financial Status Report- FSR is due on the last
Biannual day of the month invoicesna,dshs.texas.gov;
following the first FSR fsrgrants(a,dshs.texas.gov;copy
(See SECTION I(V)(10)of period.The second FSR to the System Agency
ATTACHMENT A.2,FY 2026 is due on the last day of January 31,2026 representative identified in
STATEMENT OF WORK) the month,thirty(30) July 30,2026 SECTION VIII,CONTRACT
calendar days after the REPRESENTATIVES,of the
contract end date and Grant Agreement
following the second
FSR period.
August 29,2025
September 30,2025
Invoices/Requests for The last business day of October 31,2025
Reimbursement the month following the November 28,2025 invoices(a,dshs.texas.gov;
month in which December 31,2025 CMSinvoicesAdshs.texas.gov;
(See SECTION IH(A)of expenses were incurred January 30,2026 copy to the System Agency
ATTACHMENT A.2,FY2026 AND thirty(30) February 27,2026 representative identified in
STATEMENT OF WORK) calendar days following March 31,2026 SECTION VIII,CONTRACT
the expiration date of April 30,2026 REPRESENTATIVES,of the
the Grant Agreement. May 29,2026 Grant Agreement
June 30,2026
July 30,2026
Property Inventory Report FSOequip4 dshs.texas.gov;
(Form GC-11) copy to the System Agency
Once per FY October 15,2025 representative identified in
(See SECTION I(U)(3)of SECTION VIII,CONTRACT
ATTACHMENT A.2,FY2026 REPRESENTATIVES,of the
STATEMENT OF WORK) Grant Agreement
DSHS Contract No.HHS001439500029
Amendment No.2
Page 2 of 5
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Initial Work Plan
(See SECTION I(V)(1)of Once per FY July 31,2025 Qualtrics System
ATTACHMENT A.2,FY2026
STATEMENT OF WORK)
Jurisdictional Risk
Assessment(JRA)
(See SECTION I(V)(2)of Once per FY June 15,2026 Qualtrics System
ATTACHMENT A.2,FY2026
STATEMENT OF WORK)
Capacity Indicators
(See Section I(V)(3)of Once per FY July 31,2025 Qualtrics System
ATTACHMENT A.2,FY2026
STATEMENT OF WORK)
Multi-Year Integrated
Preparedness Plan
("MYIPP")
Once per FY May 1,2026 Qualtrics System
(See SECTION I(V)(4)Of
ATTACHMENT A.2,FY2026
STATEMENT OF WORK)
After-Action
Review/Improvement Plan
("AAR/IP") No later than 120 days
Once per FY after the exercise or by Qualtrics System
(See SECTION I(V)(5)of June 30,2026
ATTACHMENT A.2,FY2026
STATEMENT OF WORK)
Programmatic Mid-Year
Performance Report
Once per FY January 31,2026 Qualtrics System
(See SECTION I(V)(6)of
ATTACHMENT A.2,FY2026
STATEMENT OF WORK)
Programmatic End-of-
Year Performance Report
Once per FY July 30,2026 Qualtrics System
(See SECTION I(V)(7)of
ATTACHMENT A.2,FY2026
STATEMENT OF WORK)
Jurisdictional Evaluation
Tool(JET)—Only for
Regions 7&8.
Once per FY June 30,2026 Qualtrics System
(See Section I(V)(8)of
ATTACHMENT A.2,FY2026
STATEMENT OF WORK)
DSHS Contract No.HHS001439500029
Amendment No.2
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Capacity Indicators Survey
-Only for Regions 1,2/3,
4/5N,6/5S,9/10,&11
Once per FY July 31,2025 Qualtrics System
(See SECTION I(V)(9)of
ATTACHMENT A.2,FY2026
STATEMENT OF WORK)
5. The Contract is amended to add ATTACHMENT A.2 FY2026 STATEMENT OF WORK,
which is attached to this Amendment and incorporated into the Contract for all purposes.
6. ATTACHMENT B of the Contract, FY2025 BUDGET is hereby deleted in its entirety and
replaced with ATTACHMENT B.1 FY2026 BUDGET,which is attached to this Amendment
and incorporated into the Contract for all purposes.
7. ATTACHMENT C of the Contract, HHS CONTRACT AFFIRMATIONS, VERSION 2.3,
EFFECTIVE AUGUST 2023 is hereby deleted in its entirety and replaced with
ATTACHMENT C.1 HHS CONTRACT AFFIRMATIONS, VERSION 2.5, EFFECTIVE
NOVEMBER 2024,which is attached to this Amendment and incorporated into the Contract
for all purposes.
8. ATTACHMENT D of the Contract, HHS UNIFORM TERMS AND CONDITIONS-GRANT,
VERSION 3.3. EFFECTIVE NOVEMBER 2023 is hereby deleted in its entirety and replaced
with ATTACHMENT D.1 HHS UNIFORM TERMS AND CONDITIONS-GRANT,VERSION 3.5,
EFFECTIVE SEPTEMBER 2024,which is attached to this Amendment and incorporated into
the Contract for all purposes.
9. ATTACHMENT F of the Contract, FY2025 FFATA is hereby supplemented to add
ATTACHMENT F.1 FY2026 FFATA, which is attached to this Amendment and
incorporated into the Contract for all purposes.
10. This Amendment is effective immediately upon execution by the last party to sign below.
Operations and funding for Fiscal Year 2026 begins on July 1, 2025. Except as modified
by this Amendment, all existing terms of the Contract, including the current Statement of
Work, shall remain in full force and effect until and unless modified by written agreement
of the Parties.
11. Except as amended and modified by this Amendment No. 2, all terms and conditions of
the Contract, as amended, shall remain in full force and effect.
12. Any further revisions to the Contract shall be by written agreement of the Parties.
13. Each Party represents and warrants that the person executing this Amendment No. 2 on
its behalf has full power and authority to enter into this Amendment.
SIGNATURE PAGE FOLLOWS
DSHS Contract No.HHS001439500029
Amendment No.2
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SIGNATURE PAGE FOR AMENDMENT No.2
DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS001439500029
DEPARTMENT OF STATE HEALTH SERVICES CITY OF PORT ARTHUR
By: By:
Name: Name:
Title: Title:
Date of Execution: Date of Execution:
DSHS Contract No.HHS001439500029
Amendment No.2
Page 5 of 5
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ATTACHMENT A.2
FY2026 STATEMENT OF WORK
GRANTEE RESPONSIBILITIES
A. Grantee shall perform activities in support of the Public Health Emergency Preparedness
("PHEP") Cooperative Agreement between the Centers for Disease Control and Prevention
("CDC") and the Department of State Health Services ("System Agency") to advance public
health emergency preparedness.
B. Grantee shall perform the activities required under this Contract in the following cities,
counties, or groups of counties (cumulatively, Grantee's "Jurisdiction"): Jefferson.
C. Grantee shall provide System Agency with situational awareness data generated through
interoperable networks of electronic data systems.
D. Grantee shall coordinate with System Agency program staff to develop a preparedness activity
plan for the Grantee's Jurisdiction. At minimum,the Grantee shall ensure the following public
health emergency preparedness capabilities are all addressed in their workplan over by FY29:
1. Capability 1 — Community preparedness is the ability of communities to prepare for,
withstand, and recover from public health incidents in both the short-term and long-term.
2. Capability 2—Community recovery is the ability of communities to identify critical assets,
facilities, and other services within public health, emergency management, health care,
human services, mental/behavioral health, and environmental health sectors that can guide
and prioritize recovery operations.
3. Capability 3 — Emergency operations coordination is the ability to coordinate with
emergency management and to direct and support an incident or event with public health
or health care implications by establishing a standardized, scalable system of oversight,
organization, and supervision that is consistent with jurisdictional standards and practices
and the National Incident Management System ("NIMS").
4. Capability 4 — Emergency public information and warning is the ability to develop,
coordinate, and disseminate information, alerts, warnings, and notifications to the public
and incident management personnel.
5. Capability 5 —Fatality management is the ability to coordinate with partner organizations
and agencies to provide fatality management services to ensure the proper recovery and
preservation of remains; identification of the deceased; determination of cause and manner
of death;release of remains to an authorized individual;and provision of mental/behavioral
health assistance for the grieving. The role also may include supporting activities for the
identification, collection, documentation, retrieval, and transportation of human remains,
personal effects, and evidence to the examination location or incident morgue.
6. Capability 6 — Information sharing is the ability to conduct multijurisdictional and
multidisciplinary exchange of health-related information and situational awareness data
among federal, state, local, tribal, and territorial levels of government and the private
sector. This capability includes the routine sharing of information, as well as the issuing of
public health alerts to all levels of government and the private sector in preparation for,
and in response to, events or incidents of public health significance.
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Attachment A.2—FY2026 Statement of Work
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7. Capability 7 — Mass care is the ability of public health agencies to coordinate with and
support partner agencies to address, within a congregate location (excluding shelter-in-
place locations), the public health, health care, mental/behavioral health, and human
services needs of those impacted by an incident. This capability includes coordinating
ongoing surveillance and public health assessments to ensure that health needs continue to
be met as the incident evolves.
8. Capability 8 — Medical countermeasure dispensing and administration is the ability to
provide medical countermeasures to targeted population(s)to prevent,mitigate,or treat the
adverse health effects of a public health incident, according to public health guidelines.
This capability focuses on dispensing and administering medical countermeasures, such as
vaccines, antiviral drugs, antibiotics, and antitoxins.
9. Capability 9 — Medical materiel management and distribution is the ability to acquire,
manage, transport, and track medical materiel during a public health incident or event and
the ability to recover and account for unused medical materiel, such as pharmaceuticals,
vaccines, gloves, masks, ventilators, or medical equipment after an incident.
10. Capability 10 — Medical surge is the ability to provide adequate medical evaluation and
care during events that exceed the limits of the normal medical infrastructure of an affected
community. It encompasses the ability of the health care system to endure a hazard impact,
maintain or rapidly recover operations that were compromised, and support the delivery of
medical care and associated public health services, including disease surveillance,
epidemiological inquiry, laboratory diagnostic services, and environmental health
assessments.
11. Capability 11 —Non-pharmaceutical interventions are actions that people and communities
can take to help slow the spread of illness or reduce the adverse impact of public health
emergencies. This capability focuses on communities, community partners, and
stakeholders recommending and implementing non-pharmaceutical interventions in
response to the needs of an incident, event, or threat. Non-pharmaceutical interventions
may include isolation; quarantine; restrictions on movement and travel advisories or
warnings; social distancing; external decontamination; hygiene; and precautionary
protective behaviors.
12. Capability 12 — Public health laboratory testing is the ability to implement and perform
methods to detect, characterize, and confirm public health threats. It also includes the
ability to report timely data, provide investigative support, and use partnerships to address
actual or potential exposure to threat agents in multiple matrices, including clinical
specimens, and food, water, and other environmental samples. This capability supports
passive and active surveillance when preparing for, responding to, and recovering from
biological, chemical, and radiological (if a Radiological Laboratory Response Network is
established)public health threats and emergencies.
13. Capability 13 — Public health surveillance and epidemiological investigation is the ability
to create, maintain, support, and strengthen routine surveillance and detection systems and
epidemiological investigation processes.It also includes the ability to expand these systems
and processes in response to incidents of public health significance.
14. Capability 14—Responder safety and health is the ability to protect public health and other
emergency responders during pre-deployment, deployment, and post-deployment.
15. Capability 15 — Volunteer management is the ability to coordinate with emergency
management and partner agencies to identify, recruit, register, verify, train, and engage
volunteers to support the jurisdictional public health agency's preparedness,response, and
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recovery activities during pre-deployment, deployment, and post-deployment.
E. Grantee shall coordinate with System Agency program staff to develop a preparedness activity
plan for the Grantee's Jurisdiction. CDC released the Public Health Response Readiness
Framework that defines excellence in response operations. The Grantee shall be
knowledgeable of these items and ensure the items are addressed throughout the deliverables:
1. Prioritize a risk-based approach - to all-hazards planning that addresses evolving threats
and supports medical countermeasure logistics.
2. Enhance partnerships-(federal and nongovernmental organizations)to effectively support
community preparedness efforts.
3. Expand local support - to improve jurisdictional readiness to effectively manage public
health emergencies.
4. Improve administrative and budget preparedness systems - to ensure timely access to
resources for supporting jurisdictional responses.
5. Build workforce capacity - to meet jurisdictional surge management needs and support
staff recruitment, retention, resilience, and mental health.
6. Modernize data collection and systems-to improve situational awareness and information
sharing with healthcare systems and other partners.
7. Strengthen risk communications activities - to improve proficiency in disseminating
critical public health information and warnings and address mis/disinformation.
8. Incorporate practices - to enhance preparedness and response support for communities
experiencing differences in health status due to structural barriers.
9. Advance capacity and capability of public health laboratories -to characterize emerging
public health threats through testing and surveillance.
10. Prioritize community recovery efforts - to support health department reconstitution and
incorporate lessons learned from public health emergency responses.
F. Grantee shall match funds awarded under this Grant Agreement with costs or third-party
contributions that are not paid by the federal government under another award, except where
authorized by federal statute to be used for cost-sharing or matching. The non-federal
contributions ("match") may be provided directly or through donations from public or private
entities and may be in cash or in-kind donations, fairly evaluated, including plant, equipment,
or services. The costs that the Grantee incurs in fulfilling the matching or cost-sharing
requirement are subject to the same requirements, including the cost principles, that apply to
the use of federal funds, including prior approval requirements and other rules for allowable
costs as described in 45 Code of Federal Regulations (CFR) 74.23 and 45 CFR 92.24, as
amended.
Grantee shall provide matching funds in the amount of ten percent(10%) of the DSHS Direct
Costs and Indirect Costs amount as outlined in ATTACHMENT B.1, FY2026 BUDGET. "Cash
match"is defined as an expenditure of cash by the Grantee on allowable costs under this Grant
Agreement that are borne by the Grantee. "In-kind match" is defined as the dollar value of
non-cash contributions by a third party given in goods, commodities, or services that are used
in activities that benefit this Grant Agreement's project,and that are contributed by non-federal
third parties without charge to the Grantee. The criteria for a match must:
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1. Be an allowable cost under the applicable federal cost principle;
2. Be necessary and reasonable for the efficient accomplishment of project or program
objectives;
3. Be verifiable within the Grantee's (or subgrantee's)records;
4. Be documented, including methods and sources, in the approved budget (applies only to
cost reimbursement contracts);
5. Not be included as contributions toward any other federally assisted project or program
(match can count only once);
6. Not be paid by the federal government under another award, except where authorized by
federal statute to be used for cost-sharing or match;
7. Conform to other provisions of governing circulars/statutes/regulations as applicable for
the Contract;
8. Be adequately documented;
9. Follow procedures for generally accepted accounting practices as well as meet audit
requirements; and
10. Value the in-kind contributions reported and be supported by documentation reflecting the
use of goods and/or services during the Grant Agreement term.
G. Grantee shall in the event of a public health emergency involving a portion of the state,
mobilize and dispatch staff or equipment purchased with funds from previous PHEP
cooperative agreements, and not currently performing critical duties in the Grantee's
Jurisdiction, to the affected area of the state upon receipt of a written request from System
Agency.
H. Grantee shall, in the event of a local, state, or federal incident, emergency or disaster,have the
option to request from DSHS the United States Department of Health and Human Services
(HHS) empower Individual Data Set (hereinafter, the "CMS data") for PHEP services. To
access CMS data, Grantee shall submit to DSHS a written request that describes how the CMS
data will be used to perform emergency planning for identifying, and/or conducting outreach
to at-risk Medicare beneficiaries to ensure they have the necessary medical resources and
assistance throughout and during recovery from the incident, emergency or disaster. DSHS
reserves the right to request additional information from Grantee. DSHS will review Grantee's
request and provide a written approval or denial.
Grantee's access to and use of the CMS data and any derivative data is provided to allow
Grantee to perform specified and DSHS-approved public health activities under the Contract.
When accessing the CMS data or derivative data, Grantee shall:
1. Ensure Confidential Information is handled in compliance with the HHS Data Use
Agreement and the Centers for Medicare and Medicaid Services Data Use Agreement and
any associated DUA Addendum;
2. Employ appropriate administrative, technical, and physical safeguards to protect the
confidentiality of the CMS data and/or derivative data. Such protections shall include,but
not be limited to measures that prevent unauthorized use or access to or use of such data,
logon protocols and passwords for electronic access to such data, encryption of such data
at rest and in transit, permanent deletion of internet histories when using third party
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resources, and redaction of information when fully identifiable information is not required,
and the use of sufficient overwriting to ensure permanent deletion of electronic copies of
such data or the physical destruction of such data in accordance with terms of this section;
3. Only utilize CMS data and derivative data to perform public health activities and only for
the purposes specifically requested and approved by DSHS and not for any other purpose;
4. Ensure CMS data or derivative data is not entered into any type of registry,unless approved
in writing by DSHS;
5. Destroy all source data and derivative data within 30 calendar days from the date of
disclosure. In the event the incident, emergency, or disaster extends past the 30 calendar
days, Grantee may request a 30-day extension to continue the response and outreach by
submitting a written request to DSHS with justification for the continued use of the data.
Grantee shall submit written attestation to DSHS certifying that destruction of all data was
completed;
6. Ensure Grantee staff who have access to CMS data or any derivative data complete HIPPA
training prior to accessing any data set. Grantee shall produce evidence of completed
training to DSHS upon request;
7. Ensure Grantee staff who have access to CMS data or any derivative data obtain role-based
access to the CMS data or any derivative data; and
8. Attest that each staff member accessing the CMS data does not have a criminal background
or disqualifying criminal history record information or is not otherwise prohibited from
accessing the CMS data as set forth in state or federal law or rule, including CMS
requirements.
I. Grantee shall coordinate activities and response plans within Grantee's Jurisdiction with the
state, regional, and other local jurisdictions, among local agencies, and with hospitals and
major health care entities, jurisdictional Metropolitan Medical Response Systems, and
Councils of Government.
J. Grantee shall inform System Agency in writing if Grantee will not continue performance under
this Grant Agreement within thirty (30) calendar days of receipt of System Agency's
notification of an amended standard(s) or guideline(s). In such event, System Agency may
terminate this Grant Agreement immediately or within a reasonable period of time, as
determined by System Agency.
K. Grantee shall develop, implement, and maintain a timekeeping system for accurately
documenting staff time and salary expenditures for all staff funded through this Grant
Agreement, including partial full-time employees and temporary staff.
L. Grantee shall complete and submit programmatic reports as directed by DSHS in a format
specified by DSHS and as needed to satisfy information-sharing requirements set forth in
Texas Government Code Sections 421.071 and 421.072(b and c), as amended. Grantee must
provide DSHS other reports, including financial reports, that DSHS determines necessary to
accomplish the objectives of this Contract and to monitor compliance.
M. Grantee shall conduct all exercises and training in accordance with Homeland Security
Exercise Evaluation Program ("HSEEP") guidance. Have plans, processes, and training in
place to meet NIMS compliance requirements.
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N. Grantee shall, when using volunteers during the Grant Agreement term, designate a Texas
Disaster Volunteer Registry ("TDVR") State Emergency System for the Advanced
Registration of Volunteer Health Professionals ("ESAR-VHP") System Administrator,
participate in required administrator trainings, and utilize the system to identify volunteers.
O. Grantee shall coordinate all planning, training, and exercises performed under this Grant
Agreement with other Local Health Entities, the Texas Division of Emergency Management
("TDEM"),or other points of contact at the discretion of System Agency,to ensure consistency
and coordination of requirements at the local level and eliminate duplication of effort between
the various domestic preparedness funding sources in the state.
P. Grantee shall coordinate all risk communication activities with the System Agency
Communications Unit by using System Agency's core messages posted on the System Agency
website and submitting copies of draft risk communication materials to System Agency for
coordination prior to dissemination.
Q. Grantee shall work with the DSHS Public Health Region and their Regional Health Care
Coalition to develop comprehensive preparedness strategies by participating in meetings,
trainings, and exercises.
R. Grantee shall comply with all state and System Agency guidance and standards, including the
following:
Texas Grant Management Standards, located at the following URL,
https://comptroller.texas.gov/purchasing/grant-management/.
S. Grantee shall comply with all applicable federal and state laws, rules, and regulations, as
amended, including, but not limited to, the following:
1. Texas Government Code Chapter 418;
2. Public Law 116-22, Pandemic and All-Hazards Preparedness and Advancing Innovation
Act("PAHPAI");
3. Public Law 109-417 Pandemic and All-Hazards Preparedness Act("PAHPA");
4. Texas Health and Safety Code Chapter 81;
5. Section 319 C-1 of the Public Health Service(PHS)Act(47 USC § 247d-3a), as amended;
and
6. 2 CFR Part 200.
T. Grantee shall comply with all requirements related to purchases made with grant funds and
uses of grant funds under this Grant Agreement. The requirements regarding purchases made
with grant funds and uses of grant funds under this Grant Agreement include the following:
1. Grantee may not use funds for research, clinical care, fundraising activities or lobbying,
construction or major renovations, reimbursement of pre-award costs,to supplant existing
state or federal funds for activities,payment or reimbursement of backfilling costs for staff,
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purchase of vehicles of any kind,uniforms,buildings or real property, or funding an award
to another party or provider who is ineligible.
2. Grantee may not use funds made available under this Contract to promote or advocate the
legalization or practice of prostitution or sex trafficking.Nothing in the preceding sentence
shall be construed to preclude the provision to individuals of palliative care, treatment, or
post-exposure pharmaceutical prophylaxis, and necessary pharmaceuticals and
commodities, including test kits, condoms, and, when proven effective, microbicides.
3. Grantee must initiate the purchase of all equipment approved in writing by System Agency,
as applicable. Failure to timely initiate the purchase of equipment may result in the loss of
availability of funds for the purchase of equipment. Requests to purchase equipment must
be submitted to the assigned System Agency Contract Representative.
4. At the expiration or termination of this Grant Agreement for any reason, title to any
remaining equipment and supplies purchased with funds under this Grant Agreement
reverts to System Agency. Title may be transferred to another party at the sole discretion
of System Agency. System Agency may, at its option and to the extent allowed by law,
transfer the reversionary interest to such property to Grantee.
5. Grantee shall not use System Agency funds to lease buildings or real property without prior
written approval from System Agency.Further,Grantee shall not use System Agency funds
for the purchase of buildings or real property under any circumstance.
6. System Agency reserves the right, where allowed by legal authority, to redirect funds in
the event of financial shortfalls.
7. System Agency will monitor Grantee's expenditures on a monthly basis. If expenditures
are below the amount projected in Grantee's total FY amount, Grantee's budget may be
subject to a decrease for the remainder of the FY.
U. Grantee shall comply with requirements related to the cost reimbursement budget under this
Grant Agreement. The cost reimbursement budget requirements include the following:
1. Grantee's approved cost reimbursement budget must document all approved and allowable
expenditures.
2. Grantee shall only utilize funding under this Grant Agreement for approved and allowable
costs. If Grantee requests to utilize funds for an expense not documented in the approved
cost reimbursement budget, Grantee shall notify the System Agency Contract
Representative,in writing,and request approval prior to utilizing the funds. System Agency
shall provide written notification whether the requested expense is approved or denied.
3. Grantee shall maintain an inventory of equipment, supplies defined as Controlled Assets,
and real property. Submit an annual cumulative report of the equipment and other property
on HHS System Agency Grantee's Property Inventory Report to
FSOequip(u,dshs.texas.gov, with a copy to the assigned System Agency Contract
Representative by email not later than October 15 of each year. Controlled Assets include
firearms, regardless of the acquisition cost, and the following assets with an acquisition
cost of $500 or more, but less than $10,000: desktop and laptop computers (including
notebooks, tablets and similar devices), non-portable printers and copiers, emergency
management equipment, communication devices and systems, medical and laboratory
equipment, and media equipment. Controlled Assets are considered Supplies.
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V. Grantee shall comply with the reporting requirements and due dates established in this
ATTACHMENT A.2, FY2026 STATEMENT OF WORK and SECTION VII, REPORTING
REQUIREMENTS, of the Contract Signature Document. Unless stated otherwise in this Grant
Agreement, Grantee must submit the reports via Qualtrics, a web-based system, according to
instructions provided by System Agency. Programmatic reports satisfy the information-
sharing requirements set forth in Texas Government Code, Sections 421.071 and 421.072(b)
and(c). The reporting requirements include the following:
1. Grantee must prepare an Initial Work Plan each FY and submit it to System Agency via
Qualtrics, using a URL provided by System Agency. For FY2026, Grantee must submit
the Initial Work Plan to System Agency by July 31, 2025. This requirement must be
reviewed and approved by System Agency to receive credit.
2. Grantee must prepare and submit a Jurisdictional Risk Assessment (JRA) to System
Agency via Qualtrics, using a URL provided by System Agency. For FY2026, Grantee
must submit a Jurisdictional Risk Assessment to System Agency by June 15, 2026. Must
include disproportionately impacted populations or access and functional needs.Previously
completed JRAs can be submitted if they are not more than 5 years old. The next JRA will
be due within the next 5 years from the submitted JRA date. This requirement must be
reviewed and approved by System Agency to receive credit.
3. Grantee must prepare and submit a self-assessment on Capacity Indicators each FY via
Qualtrics. For FY2026, Grantee must submit the Capacity Indicators Form to System
Agency by July 31, 2025. System Agency will provide a template to Grantee, which will
identify the information that Grantee must provide in its Capacity Indicators Form. This
requirement must be reviewed and approved by System Agency to receive credit.
4. Grantee must prepare and submit a current Multi-Year Integrated Preparedness Plan
("MYIPP") each FY, which must include at least five (5) years of progressive exercise,
planning and training,to System Agency via Qualtrics. For FY2026, Grantee must submit
the MYIPP to System Agency by May 1, 2026. The MYIPP must be based on the results
of the Grantee's training needs assessment and the evaluations of previous exercises and
responses, including the After-Action Review/Improvement Plan. The MYIPP must
include a description of:
a) Summary of the MYIPP Workshop;
b) The proposed location, month(s), and year(s) of future exercise(s);
c) The type(s) of future exercise(s) that will take place; and
d) The partnering entities.
MYIPP must include one access and functional needs or underserved populations (FEMA
Definition), training to support a ready responder workforce (WHF-B, AHA-G, LOC-B),
and recovery operations (REC-A). This requirement must be reviewed and approved by
System Agency to receive credit.
5. Grantee must implement an exercise program to include three (3) discussion-based
exercises and one (1) Functional or Full-Scale Operational Exercise over the five (5) year
Performance Period. This includes completing After Action Reports (AAR), Corrective
Action and Improvement Plans. The exercises should utilize scenarios that meet your
priority jurisdictional risks identified in the JRA. Submit the After-Action
Review/Improvement Plan("AAR/IP")for each exercise no later than 120 days after the
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exercise or by June 30, 2026 via Qualtrics. This requirement must be reviewed and
approved by System Agency to receive credit.
6. For FY2026, the Grantee must submit the Programmatic Mid-Year Performance
Report to the System Agency by January 31, 2026, via Qualtrics. The System Agency
will provide a template to the Grantee, which will identify the information that the Grantee
must provide in its Programmatic Mid-Year Performance Report. This requirement must
be reviewed and approved by System Agency to receive credit.
7. For FY2026, the Grantee must submit the Programmatic End-of-Year Performance
Report to the System Agency by July 30, 2026. The System Agency will provide a
template to the Grantee to identify the information that the Grantee must provide in its
Programmatic End-of-Year Performance Report. This requirement must be reviewed and
approved by System Agency to receive credit.
8. For FY2026, the Grantee located in DSHS Public Health Regions 7 and 8 must submit the
Jurisdictional Evaluation Tool (JET) to the System Agency by June 30, 2026. The
System Agency will provide a template to the Grantee to be completed using Qualtrics.
This requirement must be reviewed and approved by System Agency to receive credit.
9. Grantees in DSHS Public Health Regions 1, 2/3, 4/5N, 6/5S, 9/10, and 11 must complete
and submit the Capacity Indicators Survey in Qualtrics by July 31, 2025. There will be
an additional section pertaining to the JET. The System Agency will provide a template to
the Grantee to be completed using Qualtrics. This requirement must be reviewed and
approved by System Agency to receive credit.
10. Grantee must submit biannual Financial Status Reports (FSRs). Grantee's FSRs are due
biannually. The first FSR is due on the last day of the month following the first FSR period.
The second FSR is due on the last day of the month, thirty(30) days after the contract end
date and following the second FSR period. The first FSR, for the period July 1, 2025,
through December 31, 2025, is due by January 31, 2026. The second FSR, for the period
January 1, 2026, through June 30, 2026, is due by July 30, 2026. Grantee shall
electronically submit FSRs to invoices(a,dshs.texas.gov and fsrgrants(a,dshs.texas.gov,
with a copy to the System Agency Contract Representative identified in SECTION VIII,
CONTRACT REPRESENTATIVES, of this Grant Agreement. If the System Agency
determines Grantee needs to submit FSR reports by mail or fax, Grantee must send the
required information as follows:
a. For submission by mail, use address below:
Department of State Health Services
Claims Processing Unit
P.O. Box 149347, MC 1940
Austin, TX 78714-9347
b. For submission by fax, use the number below:
(512)458-7442
11. Grantee must maintain an inventory of equipment, supplies defined as "Controlled Assets"
(see definition in the form titled, "DSHS Contractor's Property Inventory Report (Form
GC-11)," link below), and real property. Grantee shall submit an annual cumulative report
of the above stated items on Form GC-11, located at the following URL:
https://www.dshs.texas.gov/hiv-std-program/dshs-tb-hiv-std-section-thisis/contract-
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management-section-prevention. Grantee will submit the Form GC-11, via email, to
FSOequip@a,dshs.texas.gov, with a copy to the System Agency Contract Representative
identified in SECTION VIII,CONTRACT REPRESENTATIVES, of this Grant Agreement, no
later than October 15th of each calendar year.
12. Grantee shall provide System Agency with other reports, including financial reports, that
System Agency determines necessary to accomplish the objectives of this Contract and to
monitor compliance.
13. The Grantee must immediately notify the System Agency in writing if the Grantee is
legally prohibited from providing any report required under this Grant Agreement.
II. PERFORMANCE MEASURES
A. System Agency will monitor the Grantee's performance of this Statement of Work
requirements and compliance with the Grant Agreement's terms and conditions.
B. Grantee must adhere to PHEP reporting deadlines and the capability to receive,stage,store,
distribute, and dispense materiel during a public health emergency. Failure to meet these
requirements may result in the System Agency withholding a portion of the current Fiscal
Year PREP A.2 award.
C. Upon request by the System Agency,the Grantee shall reasonably revise any performance
measure to the System Agency's satisfaction and with the requirements outlined in this
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 and shall use the State of Texas Purchase
Vouchers (Form B-13 and Form B-13A) located at
http://www.dshs.texas.gov/grants/forms.shtm. Grantee's final invoice will be due thirty
(30) calendar days following the expiration date of the Grant Agreement. The System
Agency will issue reimbursement payments to the Grantee monthly for reported actual
cash disbursements supported by adequate documentation.
Invoice approval and payment is contingent upon receipt of adequate supporting
documentation and submittal of acceptable supporting documentation by electronic mail
to invoices(a,dshs.texas.gov and CMSInvoicesna,dshs.texas.gov, with a copy to the
assigned System Agency Contract Representative identified in the Signature Document.
At a minimum, every invoice should include:
1. Grantee name, address, email address, vendor identification number, and telephone
number;
2. DSHS Contract or Purchase Order number;
3. Identification of service(s)provided;
4. The total invoice amount; and
5. Any additional supporting documentation that is required by this Statement of Work
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or as requested by System Agency.
B. System Agency will pay Grantee monthly on a cost reimbursement basis and in
accordance with ATTACHMENT B.1,FY2026 BUDGET, of this Grant Agreement. System
Agency will reimburse Grantee only for allowable and reported expenses incurred within
the FY.
C. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event
of financial shortfall. DSHS will monitor Grantee's expenditures on a biannual basis. If
expenditures are below the amount projected in Grantee's total Contract amount,
Grantee's budget may be subject to a decrease for the remainder of the Contract term.
Vacant positions existing after ninety(90)days may result in a decrease in funds. Grantee
must report position vacancies to their assigned Contract Manager each month until the
position is filled.
D. Grantee may request a one-time working capital advance not to exceed twelve percent
(12%) of the total funds allotted per FY. All advances must be expended by the end of the
FY. Advances not expended by the end of the Grant Agreement term must be refunded to
the System Agency. System Agency may require the Grantee to repay all or part of
advance funds at any time during the Grant Agreement term. However, if the advance has
not been repaid before the last three(3)months of the Grant Agreement term,the Grantee
must deduct at least one-third (1/3`d) of the remaining advance from each of the last three
(3)months' reimbursement requests. If the advance is not repaid prior to the last three (3)
months of the Grant Agreement term, System Agency will reduce the reimbursement
request by one-third(1/3rd) of the remaining balance of the advance.
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ATTACHMENT B.1
FY2026 BUDGET
DSHS FUNDING DSHS FUNDING TOTAL
BUDGET CATEGORIES FOR FY2025(July FOR FY2026 DSHS
1, 2024—June 30, (July 1,2025— FUNDING
2025) June 30, 2026)
Personnel $74,503.00 $73,425.00 $147,928.00
Fringe Benefits $29,004.00 $29,847.00 $58,851.00
Travel $0.00 $0.00 $0.00
Equipment $0.00 $0.00 $0.00
Supplies $0.00 $235.00 $235.00
Contractual $0.00 $0.00 $0.00
Other $0.00 $0.00 $0.00
Sum of DSHS Direct Costs $103,507.00 $103,507.00 $207,014.00
Indirect Costs $0.00 $0.00 $0.00
Sum of DSHS Direct Costs $103,507.00 $103,507.00 $207,014.00
and Indirect Costs
Plus Required Match (Cash $10,351.00 $10,351.00 $20,702.00
or In-Kind)
Total Contract Amount $113,858.00 $113,858.00 $227,716.00
FY is defined as the period of July 1 through June 30.
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HEALTH AND HUMAN SERVICES
Contract Number HHS001439500029
Attachment Cl 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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Effective November 2024
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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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Contract Affirmations v.2.5
Effective November 2024
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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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Effective November 2024
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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.
Health and Human Services
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Effective November 2024
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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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Effective November 2024
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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.
Health and Human Services
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Effective November 2024
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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:
Judith Smith
Legal Name of Contractor
City of Port Arthur
Assumed Business Name of Contractor, if applicable (d/b/a or `doing business as')
Jefferson
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.
Signed by:
silo
A. 'itt‘ Iti April 2, 2025
eturof Authorized Representative Date Signed
Judith Smith Director of Health Services
Printed Name of Authorized Representative Title of Authorized Representative
First, Middle Name or Initial, and Last Name
5860 9th Avenue Port Arthur,Texas,77642
Physical Street Address City, State,Zip Code
5860 9th Avenue Port Arthur,Texas, 77642
Mailing Address, if different City, State,Zip Code
(409)983-8832 (409)983-8832
Phone Number Fax Number
judith.smith@portarthurtx.giv 13734909
Email Address DUNS Number
17460018550-011 74-6001885
Federal Employer Identification Number Texas Identification Number(TIN)
1-74-6001855-0 17460018850-11
Texas Franchise Tax Number Texas Secretary of State Filing
Number
EMVNEFW2KN4
SAM.gov Unique Entity Identifier(UEI)
Health and Human Services
Contract Affirmations v.2.5
Effective November 2024
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t.
TEXAS
•
•...4.S dir .: Health and Human Services
•
.......
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
Effective September 2024
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Docusign Envelope ID: 542223FF-0563-4GB2-9759-5GB85EA44E7D
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.
HHS Uniform Terms and Conditions—Grant v 3.5
Effective September 2024
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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 K
2.2 TAXES K
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 I 0
3.3 DEBTS AND DELINQUENCIES 1 0
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 1 1
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 AND PROPERTY 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.
"Solicitations" "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 TAxi s
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 for
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. HI-IS 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(aihhsc.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;
I. ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR
OTHER SERVICE PROVIDED HEREUNDER; AND/OR
I 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 defined as acts of God,
war, fires, explosions,hurricanes, floods, failure of transportation, or other causes that are
beyond the reasonable control of either party and that by exercise of due foresight such party
could not reasonably have been expected to avoid, and which,by the exercise of all
reasonable due diligence, such party is unable to overcome.
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.
HHS Uniform Terms and Conditions—Grant v 3.5
Effective September 2024
Page 26 of 27
Docusign Envelope ID:542223FF-0563-4CB2-9759-5CB85EA44E7D
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.
HHS Uniform Terms and Conditions—Grant v 3.5
Effective September 2024
Page 27 of 27
Docusign Envelope ID:542223FF-0563-4CB2-9759-5CB85EA44E7D
TEXAS
Health and Human Texas Department of State
�4 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):
City of Port Arthur Lynda Boswell
lynda.boswellCportarthurtx.gov
(409) 983-8186
Primary Address of Contractor: Zip Code: 9-digits required www.usps.com
5860 9th Avenue 77642-8609
Port Arthur, Texas, 77640
Unique Entity ID (UEI): This number replaces the DUNS State of Texas Comptroller Vendor Identification Number
www.sam.qov (VIN) - 14 digits:
EMVNEFW2KN4 17460018850-011
Printed Name of Authorized Representative: Signature of Authorized Representative
Signed by:
Judith Smith ALI& I
FB4B504AED30471...
Title of Authorized Representative Date Signed
Director of Health Services April 2, 2025
1
Department of State Health Services Form 4734—April 2022
Contract Management Section
Docusign Envelope ID:542223FF-0563-4CB2-9759-5CB85EA44E7D
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 No®
If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No",
answer questions "A" and "B".
A. Certification Regarding % of Annual Gross from Federal Awards.
Did your organization receive 80% or more of its annual gross revenue from federal awards during the
preceding fiscal year? Yes❑ No
B. Certification Regarding Amount of Annual Gross from Federal Awards.
Did your organization receive $25 million or more in annual gross revenues from federal awards in the
preceding fiscal year? Yes 0 No
If your answer is "Yes" to both question "A" and "B", you must answer question "C".
If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification.
C. Certification Regarding Public Access to Compensation Information.
Does the public have access to information about the compensation of the senior executives in your
business or organization (including parent organization, all branches, and all affiliates worldwide) through
periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? Yes No ❑
If your answer is "Yes" to this question, where can this information be accessed?
Through open records request
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:
Through open records request
2
Department of State Health Services Form 4734 -April 2022
Contract Management Section
0 docusign
Certificate Of Completion
Envelope Id:542223FF-0563-4CB2-9759-5CB85EA44E7D Status: Sent
Subject: Please DocuSign HHS001439500029 City of Port Arthur Amendment 2 CPS-PHEP
Source Envelope:
Document Pages:60 Signatures:2 Envelope Originator:
Certificate Pages:2 Initials:0 CMS Internal Routing Mailbox
AutoNav: Enabled 11493 Sunset Hills Road
Envelopeld Stamping: Enabled #100
Time Zone:(UTC-06:00)Central Time(US&Canada) Reston,VA 20190
CMS.InternalRouting@dshs.texas.gov
IP Address: 160.42.91.86
Record Tracking
Status:Original Holder:CMS Internal Routing Mailbox Location:DocuSign
4/1/2025 5:29:24 PM CMS.InternalRouting@dshs.texas.gov
Signer Events Signature Timestamp
Judith Smith r—Signed by: Sent:4/1/2025 5:36:39 PM
judith.smith@portarthurtx.gov0 SK+igk• Viewed:4/2/2025 10:17:38 AM
‘.--F848504AED30471..
Director of Health Services Signed:4/2/2025 10:28:34 AM
City of Port Arthur
Security Level:Email,Account Authentication Signature Adoption: Pre-selected Style
(None) Using IP Address: 71.40.211.219
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Ron Burton Sent:4/2/2025 10:28:38 AM
ron.burton@portarthurtx.gov
City Manager
City of Port Arthur
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Jonah Wilczynski
jonah.wilczynski@dshs.texas.gov
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Patty Melchior
Patty.Melchior@dshs.texas.gov
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
David Gruber
David.Gruber@dshs.texas.gov
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Erika Flores COPIED Sent:4/1/2025 5:36:40 PM
erika.flores@portarthurtx.gov
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
CMS Internal Routing Mailbox
CMS.InternalRouting@dshs.texas.gov
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Fred L.Waterman
Fred.Waterman@dshs.texas.gov
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/1/2025 5:36:40 PM
Payment Events Status Timestamps