HomeMy WebLinkAboutC2017-230 - 5/16/2017 - Approved DocuSlgn Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBE849
DEPARTMENT OF STATE HEALTH.SERVICES
CONTRACT No.2017-04980.0-001 A
AMENDMENT No:1
The DEPARTMENT OF STATE HEALTH SERVICES ("System.Agency") and CORPUS CHRISTI-
NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY)("Grantee"),who are collectively referred
to herein as the"Parties,"to that certain Women, Infants and Children's Nutrition Local Agency
grant contract effective October 1, 2016 and denominated DSHS Contract No.2017-049800-001
("Contract"),now desire to amend the Contract.
WHEREAS, the parties desire to, amongst other things, extend the term of the Contract to allow
for successful completion of the Project, add funding for Fiscal Year 2018, and modify the
Insurance provision in the Contract Uniform Terms and Conditions;and
WHEREAS, these revisions will result in an addition of ONE MILLION TWELVE THOUSAND SIX
HUNDRED THIRTY-ONE DOLLARS($1,012,631.00)in funds.
Now,THEREFORE,the Parties hereby amend and modify the Contract as follows`
1. The Parties agree to revise the Contract Signature Page to correct the section numbering •
to reflect a sequential order.
2. SECTION III of the Contract Signature Page (DURATION) is herebyamended to reflect a
new terminationdate of September 30;2018.
3. SECTION IV of the Contract Signature Page (BUDGET) is deleted and replaced in its
entirety with the following:
IV.BUDGET
The totaI:.amount of this Contract will not exceed Two MILLION TWENTY-FIVE
THOUSAND Two HUNDRED SIXTY-Two DOLLARS ($2,025,262.00), of which
$1,012,631.00 is allocated toward Fiscal Year 2017 (October 1,2016 through September
30, 2017) and $1,012,631.00 is:allocated toward Fiscal Year 2018 (October 1, 2017
through September 30, 2018). All expenditures under the Contract will be in accordance
with Attachment A,Statement of Work.
4. The Parties agree to add the following to the Supplemental Conditions section of the
Attachment D, Supplemental and Special Conditions:
Section 9.02 Insurance,of the Health and Human Services Commission.Uniform
Terms and Conditions - Grant, Version 2.13 is deleted in its entirety and
replaced with the following:
•
9.02 Insurance
As a local government as such term is defined under Tex. Gov't Code §
791.003(4),Grantee agrees to maintain the highest levels of insurance as required
by applicable law:
Page 1of3
2017-230
5/16/17
Ord. 031142
TX Dept of State Health Services • r
DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BAD8E849
•
5. This Amendment No.1 shall be effective as of February 15,2017.
6. Except as amended and.modified by this Amendment No. 1 all terms and conditions of
the Contract,as amended,shall remain in full force and effect.
7. Any further revisions to the Contract shall be by written agreement of the Parties.
SIGNATURE PAGE FOLLOWS
Page 2 of 3
SIGNATURE PAGE FOR AMENDMENT No. 1
DSHS CONTRACT No.2017-049800-OO1A
HEALTH AND HUMAN SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC
COMMISSION HEALTH DISTRICT(CITY)
DocuSigned by: r—DocuSigned by:
By: By: AMe44t PArlyez
S690A6C4078B94B3... -4FC9D92742CE414...
Charles Smith Name: Annette Rodriguez
Executive Commissioner Title: Health Director
6/30/2017 I 11:36 AM CDT 6/15/2017 I 11:47 AM CDT
Date of Execution: Date of Execution:
THE FOLLOWING ATTACHMENTS ARE ATTACHED AND INCORPORATED AS PART OF THE
CONTRACT:
ATTACHMENT A-1 FFATA
ATTEST: ( �
RE ECCA HUERTA
CITY SECRETARY
C c� )ILS
AU I UKIL
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SECR JAR
Page 3 of 3
DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49
SIGNATURE PAGE FOR AMENDMENT NO.1
DSHS CONTRACT No.2017-049800-OO1A
HEALTH AND HUMAN SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC
COMMISSION HEALTH DISTRICT(CITY)
4°h
By: By:
Charles Smith Name:
Executive Commissioner Title:
Date of Execution: Date • xecution:
THE FOLLOWING ATTACHMENTS ARE ATTACHED AND INCORPORATED AS PART OF THE
CONTRACT:
ATTACHMENT A-1 FFATA
id17
Approved as to bro..
•
stant Cu ' 'rnti
• tty Attorney
Page 3 of 3
DocuSlgn Envelope ID;2E0079B8-F2CA-4C64-8A95-8864BADBEB49
SIGNATURE DOCUMENT FOR
DEPARTMENT OF STATE HEALTH SERVICES
CONTRACT No.2017-049800-001
UNDER THE
WOMEN,INFANT AND CHILDREN'S NUTRITION PROGRAM GRANT PROGRAM
I. PURPOSE
The Department of State Health Services("System Agency"),a pass-through entity, and Corpus
Christi-Nueces County Public Health District(City) ("Grantee")(each a"Party"and collectively
the "Parties") enter into the following grant contract to provide funding for Women, Infant and
Children's Nutrition Program(the"Contract").
II. LEGAL AUTHORITY
This Contract is authorized by and in compliance with the provisions of 42 U.S.C. § 1786, 7
CFR Part 246,and Chapter 32 of the Texas Health&Safety Code.
II. DURATION
This Contract is effective on October 1, 2016 and terminates on September 30, 2017,.unless
renewed or terminated pursuant to the terms and conditions of the Contract. The System
Agency, at its own discretion, may extend this Contract subject to terms and conditions mutually
agreeable to both Parties.
IH. BUDGET
The total amount Of this Contract will not exceed ONE MILLION TWELVE THOUSAND SIX
HUNDRED THIRTY-ONE DOLLARS($1,012,631.00). All expenditures under the Contract will be
in accordance with ATTACHMENT A,STATEMENT OF.WORK.
IV. CONTRACT REPRESENTATIVES
The following will act as the Representative authorized to administer activities under this
Contract on behalf of their respective Party.
System Agency
Department of State Health Services
1100 W.49th Street,Austin,TX 78756
Attention: Cynthia Wright,DSHS Contract Manager
cynthia.wright@dshs.state.tx.us
Grantee
Corpus Christi-Nueces County Public Health District(City)
1201 Leopard St.,Corpus Christi,TX 78401
Attention:Margie Rose
margier@cctexas.com
System Agency Contract No.2017-049800-001
Page 1 of 3
v.02.01.2016
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V. LEGAL NOTICES
Any.legal notice required under this Contract shall be deemed delivered when deposited by the
System Agency either in the United States mail,postage paid,certified,return receipt requested; or
with a common carrier,overnight,signature required,to the appropriate address below:
System Agency
Department of State Health Services
Attention:Lisa Hernandez
1100 W.49th Street,MC 1911
Austin,TX 78756
Grantee
Corpus Christi-Nueces County Public Health District(City)
1201 Leopard St.,Corpus Christi,TX 78401
Attention: Margie Rose
Notice given by Grantee will be deemed effective when received by the System Agency. Either
Party may change its address for notice by written notice to the other Party.
VI. ADDITIONAL GRANT INFORMATION .
Federal Award Identification Number(FAIN): 16166TX506W 1003
Federal Award Date: 10/01/16 thru 09/30/17
Name of Federal Awarding Agency: United States Department of Agriculture Food and
Nutrition Service
CFDA Name and Number: 10.557
Awarding Official Contact Information:
FNS Southwest Regional Office
Food and Nutrition Service
1100 Commerce Street,Room 522
Dallas,TX 75242-9980
Telephone: (214)290-9810
DUNS: 069457784 •
SIGNATURE PAGE FOLLOWS
System Agency Contract No.2017-049800-001
Page 2 of 3
v.02.01.2016
DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49
SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT NO.20I7-049800401
AEALTH AND MAMAS SBRVICE9 COMMISSION GRANiEB
•
Chafes Smith Name /14r:�7 %1'
Executive Commissioner
Tide:
Data of execution: //70// Dam oFexecudon:Az.att.J4i
THE FOLLOw1NG ATTACHMENTS TO SYSTEM AGENCY CONTRACT No.2017-049800401 ARE
HEREBY INCOErORA'{'FD:BY REFERENCE:
ArrEST.Fc141-41.41/4 /444-z+
ATTACHMENT A-STATEMENT'OF WORK CRYECCA BE:CRkTHUEAARYTA
ATTACHMENT B-UNIFORM TERMS AND CONDYr1OHS
ATTACHMENT C-GENERAL AFFIRMATIONS
ATTACHMENT D-SUPPLEMENTAL&SPECIAL CoNorrior s
ATTACHMENT E-FEDERAL ASSURANCES MID CERTIFICATIONS
ATTACHMENT F-FFATA
ATTACHMENT G-DATA USE AGRWIENr
ATTACHMENT H-NON-ExcLuslyE tar OFAPPLICABLE LAWS
ATTACHMENTS FOLLOW
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DocuSIgn Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49
ATTACHMENT A
STATEMENT OF WORK
I. GRANTEE RESPONSIBILITIES
Grantee will:
A. Perform professional, administrative and. clerical services necessary to determine
eligibility, provide food benefits, and provide appropriate; nutrition education and
counseling to qualified women, infants and children in a specified geographic area.
Grantee shall ensure adequate staff coverage and uninterrupted delivery of services.
Services shall be performed according to the statutes,rules,policies,and directives of the
Special Supplemental Nutrition Program for Women,Infants,and Children(WIC)and/or
as directed by the United States.Department of Agriculture(USDA)as referenced in this
Contract. During the term:of this Contract,the USDA may issue regulations,instructions,
policies and/or directives,which maybe incorporated into the current System Agency WIC
Program Policy and Procedures Manual and program rules.
B. Provide services within the state boundaries of Texas and in the approved clinic locations
described in Grantee'-s approved application which is incorporated herein by reference and
made a part of this Contract.
C. Assist System Agency or USDA in the collection of data that will identify benefits of this
nutrition intervention program and furnish financial,health,nutrition education and any
• other special reports in a timely manner as required by System Agency's WIC Program
policies:and procedures for the compilation of such data.
D. Determine eligibility of applicants through assessment of their categorical .income;
residence and nutritional status,and provide nutrition education and counseling to eligible
participants.
E. Become and maintain designation as a Mother-Friendly Worksite in accordance with 25
Tex. Admin.Code§31.1.
F. Appoint a Grantee WIC Director/Supervisor.
G. Train Local Agency staff. The term "Local Agency"is defined at 7 CFR§ 246.2.
H. Conduct outreach to potential participants.
I. Complete surveys as requested.
J. Complete part one,part two, or both, as follows:
1. Part One:Coordinate with System Agency to visit the physical address of a proposed
grocery store outlet and determine if a store exists.Grantee shall send System Agency
an email correspondence indicating findings.
2. Part Two:In accordance with current System Agency WIC policies and procedures,
coordinate with System Agency to schedule and conduct an on-site evaluation of the
WIC authorized vendor upon request by System Agency and complete the On-site
Evaluation within thirty (30) days and submit the form electronically to System
Agency within one(1)business day.
System Agency Contract No.2017-049800-001
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ATTACHMENT A
STATEMENT OF WORK
K. Determine participants' access to health care,medical care and other human services,and
make appropriate.referrals. Granteeshall have a system in place.to provide participants
with appropriate health services or make appropriate referrals to health care providers
under written agreements that ensure confidentiality ofparticipants'personal information.
L. Issue pre-numbered WIC Electronic Benefit Transfer(EBT) cards furnished by System
Agency to qualified participants who shall use such EBT cards:to obtain specified food
items from participating vendors;maintain complete accountability and security of all WIC
EBT cards received from System Agency. Grantee shall be held financially responsible for
all unaccounted WIC EBT cards and/or for the redeemed value of those issued to ineligible
participants. In addition, Grantee shall be held financially liable for issuance of infant
formula instruments that are.not authorized or prescribed according to the System Agency •
WIC Policy and Procedures Manual.
M. Permit System Agency or its agent to install telecommunications equipment at all Grantee
WIC clinics and administrative offices using Management Information System(MIS),or
software on a network or stand-alone personal computer. Grantee is required to permit
installation at all its permanent WIC sites- Grantee will notify System Agency not less than
forty-five(45)days prior to the relocation of a site or the deployment of a new site to allow
System Agency or its agent to install telecommunications equipment.
N. Connect portable computers (e.g.notebooks or laptops)that use MIS.softwaredaily to a
System Agency-providedtelecommunications access point to transfer data to and receive
updates from System Agency. Data transfer and update connection must be made on each
day that Grantee provides WIC services: Portable computers may use the provided
wireless connection or go to any of the Grantee's permanent WIC sites for data transfer.
O. Review the immunization records of WIC Program applicants/participants to ensure that
immunizations are current. Makeappropriate referrals :to health care providers for
necessary immunizations according to WIC Program policy.
P. Offer services during extended hours of operation outside the traditional times of 8:00 a.m.
to 5:00 p.m.,Monday through Friday,according to the Grantee's System Agency:approved
Annual Plan of Operations, which incorporated by reference and made a part of this
Contract.
Q. Implement or expand Grantee's Breastfeeding Peer Counseling program to provide training
and salary of peer counselors who assist pregnant and breastfeeding WIC program
participants in normal breastfeeding situations. Provide clients with after-hours peer
counseling services. Funding for this activity will be contingent on availability and written
approval by System Agency.
R. Implement or expand Grantee's Breastfeeding Peer Dad Program if approved by the
System Agency.
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ATTACHMENT A
STATEMENT OF WORK
1. If selected by the System Agency to participate in the Breastfeeding Peer Dad
Program,Grantee shall submit to System Agency for review and approval a quarterly
activity report in a format designated by System Agency. The activity report shall
include goals and objectives,strategies,activities,timeline of events and performance
measures for implementing and evaluating the program.Grantee shall submit the
activity report to System Agency within 30 calendar days after the end of the each
quarter during the Contract term.
S. Implement special projects according to System Agency-approved plan related to nutrition
education; outreach or breastfeeding if project is requested by Grantee and approved by
System Agency. Funding for special projects is contingent upon availability and approval
in writing by System Agency of the Grantee's plan for the special project: •
• T. Implement lactation services for WIC program participants who have breastfeeding
problems that.are beyond the scope of practice of Grantee's s WIC staff and/or peer
counselors using International Board Certified Lactation Consultants(IBCLC)or the most
qualified equivalent. Lactation services may also include Local Agency staff training and
the provision of lactation equipment. System Agency will provide written approval.of
Grantee's plan to use lactation funding:
U. Ensure adequate staff coverage and uninterrupted delivery of WIC services if any member
of Grantee's staff is approved in writing by System Agency to participate in the System
Agency's dietetic Internship program. This internship will consist of no less than 1;200
hours of supervised learning experiences in a variety of nutrition-related facilities. Grantee
is responsible for: .
1. Designating a.WIC Nutritionist, preferably a registered. dietitian, to be the
Community Nutrition WIC Preceptor and overseeand evaluate intern's performance
for the Community Nutrition (CN)/WIC portion of the System Agency dietetic
internship.
2. The Community_Nutrition Preceptor to ensure that the dietetic interns meet all
requirements, standards and required supervised practice hours .for the CN
Supervised Practice as outlined by the System Agency's WIC Program.
3. Ensuring that the intern is not used for regular WIC duties during the internship
period.
4. Collecting pay-back monies from intern in the event that the intern does not fulfill
dietetic internship local agency contract requirements.Monies must be returned to
System Agency.
V. Stock System Agency provided manual pumps, single-user electric breast pumps and
multi-user electric breast pumps, collection kits, and purchase additional sized flanges.
Distribute the appropriate pumps, kits, and/or additional sized flanges to eligible WIC
participants. System Agency reserves the right to withhold payment if Grantee fails to
accurately-complete and submit online breast pump:receiving reportswithin three (3)
business days of receiving a System Agency breast pump delivery as documented in the
current WIC Local Agency policy and procedure manual.
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ATTACHMENT A
STATEMENT OF WORK
W. Implement or expand Grantee's use of a Registered Dietitian(RD)who is registered with
the Commission on Dietetic Registration to provide for Grantee that includes, but not
limited to: assistance with quality assurance, staff training, assistance with the Annual
Nutrition Education and Breastfeeding plan, individual counseling for high-risk
participants,and facilitated discussion classes.
X. Implement or expand the obesity grant now named the Improving the Client Experience
(ICE)grant. The ICE grant will enable Grantee to develop and implement initiatives and
strategies to improve the client experience and alleviate client "pain points," thus
improving the quality of services and client satisfaction.
Examples of Grantee initiatives to access these funds include, but are not limited to,
enhancing nutrition education activities such as cooking demonstrations, gardening
activities,and supermarket tours;improving the WIC participant shopping experience by
using funding for vendor liaison expenses to ensure local area grocery stores are complying
with policies;cultivating Grantee staff and participant collaborations by making the clinic
environment more conducive to open communication with round tables, sofas, etc.;
incorporating materials and methods that will improve customer service and clinic flow;
and upgrading the clinic to make it more child-friendly.
Grantee shall submit proposed initiatives and required reports in a frequency and format
designated by System Agency for review and approval. If selected by System Agency,
Grantee shall appoint a grant coordinator to oversee the implementation and evaluation of
each initiative.
Y. If selected by System Agency,serve as an Innovation Center to implement special nutrition
education and retention projects as proposed to System Agency. Innovation Center
projects include, but not limited to, emotion-based counseling techniques,
telecommunication health and nutrition support via web-cam,phone,and/or e-mail,parent-
child support groups,child-friendly activities,unique group nutrition education including
physical activity,hands-on components,or cooking demonstrations,program evaluations,
community education and outreach, and other special projects related to health and
behavior change proposed by the Grantee if approved by System Agency. Grantee shall
designate an Innovation Lead who is responsible for overseeing local agency staff training,
implementation, and evaluation of Center activities.
Grantee shall participate in activities as requested by System Agency, including but not
limited to, providing observation and training activities to staff from other WIC local
agencies,writing news articles,participating in training and evaluation efforts,attending
workgroup meetings,and presenting progress on activities to various audiences Grantee
activities will comply with written Innovation Center plan submitted and approved by
DSHS which is incorporated by reference. Grantee will submit reports in a frequency and
in a format designated by System Agency.
Z. Grantee shall resolve all possible dual participation records each month. System Agency
reserves the right to withhold payment if Grantee fails to accurately resolve all possible
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ATTACHMENT A
STATEMENT OF WORK
dual participation records within three(3)months from the month of the automated alert
within the MIS system.
AA. All activities related to WIC program,_including timeframes, budget, and any revisions
shall be approved by System Agency.
BB. Submit to System Agency the following deliverables in a format designated by System
Agency:
1, Monthly WIC Local Agency Performance Measure Report submitted by the 15th
calendar day ofthefollowing month;and
2. Monthly Extended Hours Summary Report submitted by the 15`s calendar day of the
following month.
IL. PERFORMANCE MEASURES
The System Agency will monitor the Grantee's performance of the requirements in this Attachment
A and compliance with the Contract's terms and conditions.
Thefollowing performancemeasureswill be used to assess, in part, Grantee's,effectiveness in
providing the services described in the Contract,without waiving the enforceability of any of the
other terms Of the contract.
A. Grantee shall ensure:
1. An average of 95%of families each quarter who participate in WIC Program by
receiving food:benefits shall also receive nutrition education classes or individual
counseling services to coincide with food instrument issuance;
2. An average of 20%of all pregnant women who enter the WIC Program each quarter
shall be certified as eligible during the period of the first trimester of their pregnancy;
3. An average of 80% of clients a quarter who are enrolled in the WIC Program,
excluding dual participants,transfer locked and/or migrant clients,shall participate as
food benefit recipients each month(breast-feeding infants are also included in the
client count);and
4. 100% of participants who indicate during the enrollmentprocess for the WIC
Program that they have no source of health care.shall be referred to at least one(1)
source of health care at certification of eligibility.
III.INVOICE AND PAYMENT
A. Grantee will request monthly payments using the State of Texas Purchase Voucher(Form
B-13) at http://www.dshs.texas.gov/grants/forms.shtm and submit with any supporting
documentation by electronic mail to DSHS Contract Development and Support Branch at
WicVouchersr@dshs.state.tx.us.
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ATTACHMENT A
STATEMENT OF WORK
1. Grantee shall indicate separately on the face of the State of Texas Purchase Voucher,
the costs associated with nutrition education,_breast-feeding,and other administrative
costs.
B. Grantee will submit Financial Status Reports(FSR)by electronic mail to the DSHS Contract
Development and Support Branch at WicVouchers@dShs.state.tx.us by the last business day
of the month following the end of each quarter of the Contract term for review and financial
assessment.
C. Grantee will be paid on a cost categorical basis and in accordance with the terms of this
Contract.
D. All payments made by System Agency to Grantee under this Contract will be
reimbursements subject to the following requirements,conditions and stipulations:
1. All categories of costs billed to System Agency and allocation of such costs,shall be
in accordance with the Plan to Allocate Direct Costs(PADC)submitted by Grantee
and accepted by the System Agency. This document is incorporated in the Contract
by reference.
2. System Agency will reimburse Grantee for administrative costs incurred when
determining eligibility,providing appropriate nutrition education and counseling,
issuing WIC Electronic Benefit Transfer(EBT)cards,making participant referrals,
vendor evaluation,outreach,start-up costs and general administrative support.
3. Administrative costs will be reimbursed based on actual costs,but not to exceed the
"maximum reimbursement"based upon the sum of the participants who were issued
WIC EBT cards each month plus infants who do not receive any WIC EBT cards
whose breastfeeding mothers were participants to the extent that the total so derived
does not exceed Grantee's total assigned caseload within any given month. Surplus
funds(the amount by which maximum reimbursements exceed actual costs)can be
accumulated and carried forward within the Contract term.
4. The participant caseload will be assigned by System Agency by giving written notice
to Grantee. The participant caseload is subject tochange upon written notice to
Grantee from System Agency with Grantee's concurrence. Grantee assumes liability
for all food costs resulting from Grantee exceeding its assigned caseload. The
number of individuals served in excess of assigned caseload are not to be included in
the calculation of earned administrative funds as described below.
5. Grantee may be allowed the option of receiving a two (2)month cash advance in
accordance with current System Agency's WIC program policy and procedures.
6. Surplus encumbered by September 30 shall be billed and vouchers received by
System Agency no later than 45 calendar days following the Contract term.
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ATTACHMENT A
STATEMENT OF WORK
E. Grantee shall earn administrative funds at the rate of$14.08 for each participant served
as defined in this Contract. Grantee agrees that:
1. Grantee shall identify and document separately not less than 19% of total
administrative costs as expenditures directly related to nutrition education and
counseling. Nutrition education and counseling expenditures shallbe.supported by
documentation ofparticipant attendance or non-attendance within the WIC Program.
2. System Agency will reimburse Grantee for administrative expenses:at.a rate not
greater than 5.26 times the amount of properly documented expenditures for nutrition
education and counseling,but not more than is earned based on actual participation
not to exceed Grantee's assigned participant caseload,plus any incentive funds
allocated to Grantee by System Agency.
3: System Agency will reimburse Grantee's indirect costs by one of the following:
a. Amount calculated in accordance with Grantee's current valid federally
:negotiated indirect cost rate(IDCR),
b. Amount calculated in accordance with Grantee's accepted System Agency Cost
Allocation Plan (CAP). System Agency will limit.CAP reimbursement at
twenty (20) percent applied to Grantee'stotal direct salaries plus benefits
:reimbursed by System Agency,or
d. A Grantee.that has never negotiated an IDCR may elect to charge a de minimis
rate Of 10%of modified total direct costs.
4. System Agency will identify annually to Grantee an amount of funds that shall be
spent for breastfeeding promotion. The.allocation of breastfeeding funds to Grantee
will be based on Grantee's proportional share of the statewide combined total of
pregnant and breastfeeding participants as reported to System Agency.
5.. System Agency reserves the right to withhold a proportionate amount of earned
administrative funds when evidence exists:that nutrition education and/or
breastfeeding promotion is not being provided by Grantee, or Grantee is not
complying with the provisions of USDA and/or System Agency directives.
6. System Agency may amend or terminate the Contract if available funds become
reduced;depleted,or unavailable during the term of the Contract to the extent that the
WIC Program is unable to provide administrative funding at the rate(s)stated in this
Contract.
System Agency will notify Grantee if a change in funding occurs and Grantee will
have sixty(60) days to provide written notice to System Agency with intention to
terminate this.contract.
7. During the term of the Contract, System Agency may, at its sole discretion,
unilaterally adjust the base reimbursement rate as defined in this attachment if it is in
the best interest of System Agency and if administrative WIC Grant funds change.
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ATTACHMENT A
STATEMENT OF WORK
8. System Agency may,at its sole discretion,pay for additional goods or services, as
specified in this attachment,if provided by Grantee during the term of the Contract
arid not otherwise paid during the Contract term if it is in the best interest of System
Agency. If Grantee exceeds the amount of earned administrative funds as stated
above, Grantee shall continue to bill System Agency for the services provided. If
additional funds become available at a later date for the provision of these services,
System Agency may elect to pay Grantee a share of these funds.
9. System Agency may provideextended hours funding to Grantee for participants who
are provided WIC services outside the normal traditional hours to the extent that
federal funding is available.
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cAe).7.e.IZ
HHSC Uniform Terms end Condilions Version 2.13
Published and Effective:July 15,2016
Responsible OfTim Chief Counsel
• ,
"
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TEXAS
'-'1` Health and Human
\ Services Commission
Health and Human Services Commission
HHSC Uniform Terms and Conditions -Grant
Version 2.13
DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49
TABLE.OF CONTENTS
ARTICLE L DEFINITIONS AND INTERPRETIVE PROVISIONS 4
1.01 Definitions 4
1.02 Interpretive Provisions 5
ARTICLE II Payment Methods and Restrictions 6
2.01 Payment Methods 6
2.02 Final Billing Submission : 6
2.03 Financial Status Reports(FSRs) 7
2.04 Debt to State and Corporate Status 7
2.05 Application of Payment Due 7
2.06 Use of Funds 7
2.07 Use for Match Prohibited 7
2.08 Program Income 7
2.09 Nonsupplanting 8
ARTICLE III.STATE AND FEDERAL FUNDING 8
3.01 Funding 8
3.02 No debt Against the State 8
3.03 Debt to State 8
3.04 Recapture of Funds : 8
ARTICLE IV Allowable Costs and Audit Requirements . 9
4.01 Allowable Costs. 9
4.02 Independent Single or Program-Specific Audit 10
4.03 Submission of Audit 10
Article V AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 11
5.01 General Affirmations 11
5.02 Federal Assurances 11
5.03 :Federal Certifications 11
ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 11
6.01 Ownership 11.
6.02 Intellectual Property 11
ARTICLE VII RECORDS,AUDIT,AND DISCLOSURE 11
7.01 Books and Records 11
7.02 Access to records,books,and documents 12
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7.03 Response/compliance with audit or inspection findings 12
7.04 SAO Audit 12
7.05 Confidentiality 1 13
7.06 Public Information Act 13
ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 13
8.01 Contract Management 13
8.02 Termination for Convenience 13
8.03 Termination for Cause 13
• 8.04 Equitable Settlement 14
ARTICLE IX MISCELLANEOUS PROVISIONS S 14
9.01 Amendment 14
9.02 Insurance 0 14
9.03 Legal Obligations 14
9.04. Permitting and Licensure i14
• •
9.05 Indemnity 15
9.06 Assignments 15
9.07 Relationship of the Parties 15
9.08 Technical Guidance Letters 16
9.09 Governing Law and Venue 16
9.11 Survivability 16
9.12 Force Majeure 17
9.13 No Waiver of Provisions 17
• 9.14 Publicity 17
9.15 Prohibition on Non-compete Restrictions 17
9.16 No Waiver of Sovereign Immunity 17
9.17 Entire Contract and Modification 17
9.18 Counterparts 17
9.19 Proper Authority 18
9.20 Employment Verification 18
9.21 Civil Rights 18
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ARTICLE I.DEFINITIONS AND'INTERPRETIVE PROVISIONS
1.01 Definitions
As used in this Contract, unless the context clearly indicates otherwise, the following terms and
conditions.have the meanings assigned below:
"Amendment" means a written agreement, signed by the parties hereto, which documents
changes to the Contract other than those permitted by Work Orders or Technical Guidance
Letters,as herein defined.
"Attachment"means documents,terms, conditions,or additional information physically added to
this Contract following the Signature Document or included by reference, as if physically,within
the body of this Contract.
"Contract"means the Signature Document,these Uniform Terms.and Conditions,along with any
Attachments, and any Amendments, or Technical Guidance Letters that may be issued by the
System Agency,to be incorporated by reference herein for all purposes if.issued.
"Deliverable"means a work product prepared, developed, or procured by Grantee as part Of the
Services under the_Contract for the use or benefit of the System Agency or the State of Texas.
"Effective Date"means thedate agreed to by the Parties as the date on which the Contract takes
effect.
"System Agency"means HHSC or any of the agencies of the State of Texas that are overseen by
HHSC under authority granted under State law and the officers, employees, and designees.of
those agencies. These agencies include: the Department of Aging and Disability Services, the
Department of Assistive and Rehabilitative Services, the Department of Family and Protective
Services, and the Department of State Health Services.
"Federal Fiscal Year" means the period beginning October I and ending September 30 each
year,which is the annual accounting period for the United States government.
"GAAP"means Generally Accepted Accounting Principles.
"GASB"means the Governmental Accounting Standards Board.
"Grantee"means the Party receiving funds under this Contract,if any.
"Health and Human Services Commission" or "HHSC" means the administrative agency
established under Chapter 531,Texas_Government Code or its designee.
"HUB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas
Government Code.
"Intellectual Property" means inventions and business processes, whether or not patentable;
works of authorship; trade secrets; trademarks; service marks; industrial designs; and creations
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that are subject to potential legal protection incorporated in any Deliverable and first created or
developed by Grantee,Grantee's contractor or a subcontractor;in.performing the Project.
"Mentor Protégé" means the. Comptroller of Public Accounts' leadership program found at:
http:l/www:window.state.tx:us/procurement/prog/hub(mentorprotege/.
"Parties"means the System Agency and Grantee,collectively.
"Party"means either the System Agency or Grantee,individually.
"Program" means the statutorily authorized activities of the System Agency under which this
Contract has been awarded.
"Project"means specific activities of the Grantee that are supported by funds provided under this
Contract.
"Public Information Act"or"PIA"means Chapter 552 of the Texas Government Code.
"Statement of Work"means the description of activities performed in completing the Project,as
specified in the Contract and as may be amended.
"Signature Document" means the document executed by both Parties that specifically sets forth
all of the documents that constitute the Contract.
"Solicitation" means the document issued by the System Agency.under which applications for
Program funds were requested, which is incorporated herein by reference for all purposes in its
entirety, including all Amendments and Attachments.
"Solicitation Response"means Grantee's full and complete response to the Solicitation,which is
incorporated herein by reference for all purposes in its entirety, including any Attachments and
addenda.
"State Fiscal Year" means the period beginning September 1 and ending August 31 each year,
which is the annual accounting period for the State of Texas.
"State of Texas Textravel" means Texas Administrative Code, Title 34, Part 1, Chapter 5,
Subchapter C,Section 5.22,relative to travel reimbursements under this Contract,if any.
"Technical Guidance Letter" or "TGL" means an instruction, clarification, or interpretation of
the requirements of the Contract,issued by the System Agency to the Grantee.
1.02 Interpretive Provisions.
a. The meanings of defined terms are equally applicable to the singular and pluralforms of the
defined terms.
b. The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a
whole and not to any particular provision, section, Attachment, or schedule of this Contract
unless otherwise specified.
c: The term "including" is not limiting and means "including without limitation" and, unless
otherwise expressly provided in this Contract, (i) references to contracts (including this
Contract) and other contractual instruments shall be deemed to include all subsequent
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Amendments and other modifications thereto,but only to the extent that.such Amendments
and other modifications are not prohibited by the terms of this Contract,and(ii):references to
any. statute or regulation are to be construed as including all statutory and regulatory
provisions consolidating, amending, replacing, supplementing, or interpreting the statute or
regulation.
d. Any references to "sections," "appendices," or "attachments" are references to sections,
appendices,or attachments of the Contract.
e. Any references to agreements, contracts,statutes;or administrative rules or regulations in the
Contract are references to these documents as amended, modified, or supplemented from
time to time during the term of the Contract. .
f The captions and headings of this Contract are for convenience of reference only and do not
affect the interpretation of this Contract. •
g. All Attachments within this Contract, -including those incorporated by reference, and any
Amendments are considered part of the terms of this Contract..
h. This.Contract may use several different limitations, regulations, or policies to regulate the
same or similar matters: Allsuch limitations, regulations, and policies are cumulative and
each will be.performed in accordance with its terms.
i. Unless otherwise expressly provided, reference to any action of the System Agency or by the
System Agency by way of consent, approval, or waiver will.be deemed modified by the
phrase"in its sole discretion."
j. Time is of the essence in this Contract.
ARTICLE II PAYMENT METHODS AND RESTRICTIONS
2.01 Payment Methods
Except as otherwise provided by the provisions of the Contract, the payment method will be one
or more of the following'
a. cost reimbursement. This payment method is based on an approved budget and submission
of a request for reimbursement of expenses Grantee has incurred at the time of the request;
b. unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s)
or fee(s) for delivery of a specified unit(s) of service and acceptable submission of all
required documentation,forms and/or reports;or
c. advance payment This payment method is based on disbursal of the minimum necessary
funds to carry out the Program or Project where the Grantee has implemented appropriate
safeguards. This payment method will only be utilized in accordance with governing law
and at the sole discretion of the System Agency.
Grantees shall bill the System Agency in accordance with the Contract. Unless otherwise
specified in the Contract, Grantee shall submit requests for reimbursement or payment monthly
by the last business day of the month following the month in which expenses were incurred or
services provided. Grantee shall maintain all documentation that substantiates invoices and make
the documentation available to the System Agency upon request.
2.02 Final Billing Submission
Unless otherwise provided by the System Agency, Grantee shall submit a reimbursement or
payment request as a final close-out invoice not later than forty-five(45)calendar days following
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the end of the term of the Contract. Reimbursement or payment requests received in the System
Agency's offices more than forty-five (45) calendar days following the termination of the
Contract may not be paid.
2.03 Financial Status Reports(FSRs)
Except as otherwise provided in. these General Provisions or in the terms of any Program
Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets,
Grantee shall submit quarterly FSRs to Accounts Payable by the last business day of the month
following the end of each quarter of the Program Attachment term for System Agency review
and financial assessment. Grantee shall submit the final FSR no later than.forty-five (45)
calendar days following the end of the applicable term.
2.04 Debt to State and Corporate Status
Pursuant to Tex. Gov. Code § 403.055, the Department will not approve and the State
Comptroller will not issue payment to Grantee if Grantee is indebted to the State for any reason,
including a tax delinquency: Grantee,if a corporation;certifies by execution of this Contract that
it is current and will remain current in its payment of franchise taxes to the State of Texas or that
it is exempt from payment of franchise taxes under Texas_law (Tex. Tax Code §§ 171.001 et
seq.). If tax payments become delinquent during-the Contract term, all or part of the payments
under this Contract may be withheld until Grantee's delinquent tax is paid in full. .
2.05 Application of Payment Due
Grantee agrees that any payments due under this Contract will be applied towards any debt of
Grantee, including but not limited to delinquent taxes and child support that is owed to the State
of Texas.
2.06 Use of Funds
Grantee shall expend funds provided under this Contract only for the provision of approved
services and for reasonable and allowable expenses directly related to those services,
2.07 Use for Match Prohibited
Grantee shall not use funds provided under this Contract for matching purposes in securing other
funding without the written approval of the System Agency.
2.08 Program Income
Income directly generated from funds provided under this Contract or earned only as a result of
such funds is Program Income. Unless otherwise required:under the Program, Grantee shall use
the addition alternative, as provided in UGMS § _.25(g)(2), for the use of Project income to
further the Program, and Grantee shall spend the Program Income on the Project. Grantee shall
identify and report this income in accordance with the Contract, applicable law, and any
programmatic guidance. Grantee shall expend Program Income during the Contract term 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 it for the purposes
and under the conditions specified in this Contract.
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2.09 Nonsupplanting
Grantee shall not use funds from this Contract to replace or substitute for existing funding from
other but shall use funds from this Contract to supplement existing state or local funds currently
available. Grantee shall make a good faith effort to maintain its current level of support.
Grantee may be required to submit documentation substantiating that a reduction in state or local
funding, if any,resulted for reasons other than receipt or expected receipt of funding under this
Contract.
ARTICLE III. STATE AND FEDERAL FUNDING
3.01 Funding
This Contract is contingent Upon the availability of sufficient and adequate funds. If funds
become unavailable through lack of appropriations, budget cuts, transfer of funds between
programs or agencies, amendment of the Texas General Appropriations Act, agency
consolidation, or any other disruptions of current funding for this Contract, the System Agency
may restrict, reduce, Or terminate funding under this Contract: This Contract is also subject to
immediate cancellation or termination, without penalty to the System Agency, if sufficient and
adequate funds are not available. Grantee will have no right of action against the System Agency
if the System Agency cannot perform its obligations under this Contract as a result of lack of .
funding for any activities or functions contained within the scope of this Contract. In the event of
cancellation or termination under this Section, the System Agency will not be required to.give
notice and will not be liable for any damages or losses caused or associated with such
termination or cancellation.
3.02 No debt Against the State
The Contract will not be construed as creating any debt by or on behalf of the State of Texas.
3.03 Debt to State
If a payment law prohibits the Texas Comptroller of Public Accounts from making a payment,
the Grantee acknowledges the.System Agency's payments under the Contract will be applied
toward eliminating the debtor delinquency. This requirement specifically applies to any debt or
delinquency,regardless of when it arises.
3.04 Recapture of Funds
The System Agency may withhold all or part of any payments to.Grantee to offset overpayments
made to the Grantee. Overpayments as used in this Section include payments (i) made by the
System Agency that exceed the maximum allowable rates;(ii)that are not allowed under applicable
laws,rules,or regulations; or(iii)that are otherwise inconsistent with this'Contract, including any
unapproved expenditures. Grantee understands and agrees that it will be liable to the System
Agency for any costs disallowed pursuant to financial and compliance audit(s)of funds received
under this Contract. Grantee .further understands and agrees that reimbursement of such.
disallowed costs will be paid by Grantee from funds which were not provided or otherwise made
available to Grantee under this Contract.
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ARTICLE IV ALLOWABLE COSTS AND AUDIT REQUIREMENTS
4.01 Allowable Costs.
System Agency will reimburse the allowable costs incurred in performing the Project that are
sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and
within the applicable term to be eligible for reimbursement under this Contract. The System
Agency will determine whether costs submitted by Grantee are allowable and eligible for
reimbursement. If the System Agency has paid-funds to Grantee for unallowable or ineligible
costs,the System Agency will notify Grantee in writing,and Grantee shall return the funds to the
System Agency:within thirty(30) calendar days of the date of this written notice. The System
Agency may withhold all or part of any payments to Grantee to offset reimbursement for any
unallowable or ineligible expenditure that Grantee has not refunded to the System Agency, or if
financial status reports)required under the-Financial Status Reports section are not submitted by
the due date(s). The System Agency may take repayment (recoup) from funds available under
this Contract in amounts necessary to fulfill Grantee's repayment obligations. Applicable cost
principles,audit requirements;and administrative requirements include-
Applicable Entity Applicable Cost Audit Administrative
Principles Requirements . Requirements
State, Local and 2 CFR,Part 225 2 CFR Part 200, 2 CFR Part 200 and
Tribal Governments Subpart F and .UGMS
UGMS
Educational 2 CFR,Part 220 2 CFR Part 200, 2 CFR Part. 200 and
Institutions Subpart F and UGMS
UGMS
Non-Profit 2 CFR,Part'230 2 CFR Part 200, 2 CFR Part 200.and
Organizations Subpart F and UGMS
UGMS
•
For-profit 48 CFR Part 31, 2 .CFR Part 200, 2 CFR Part 200 and •
Organization other Contract Cost Subpart F and UGMS
than a hospital and an Principles UGMS -
organization named in Procedures, or
OMB Circular A-122 uniform cost
(2 CFR Part, 230) as accounting
not subject to that standards that
circular. comply with cost
principles
acceptable to the
federal or state
awarding agency
•
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OMB Circulars will be applied with the modifications prescribed by UGMS witheffect given to
whichever provision imposes the more stringent requirement in the event of a conflict.
4.02 Independent Single or Program-Specific Audit
If Grantee, within Grantee's fiscal year, expends a total amount of at least SEVEN HUNDRED
FIFTY THOUSAND DOLLARS ($750,000) in federal funds awarded, Grantee shall have a single
audit or program-specific audit in accordance with the 2 CFR 200.. The $750,000 federal
threshold amount includes federal funds passed through by way of state agency awards. If
Grantee, within Grantee's fiscal year,:expends a total amount of at Ieast$750,000 in state funds
awarded,Grantee must have a single audit or program-specific audit in accordance with UGMS,
State of Texas Single Audit Circular. For-profit Grantees whose expenditures meet or exceed
the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR.200
or UGMS, as applicable, for their program-specific audits: The HHSC Office of Inspector
General (OIG) will notify Grantee to complete.the Single Audit Status Registration Form. If
Grantee fails to complete the Single Audit Status Form within thirty (30) calendar days after
notification by OIG to do so, Grantee shall be subject to the System Agency sanctions and
remedies for non-compliance with this Contract.The audit must be conducted by an independent
certified public accountant and in accordance with applicable OMB Circulars, Government
Auditing Standards, and UGMS. Grantee shall procure audit services in:compliance with this
section,state procurement procedures,as well as with the provisions of UGMS
4.03 Submission Of Audit
Within thirty (30) calendar days of receipt of the audit reports required by the Independent
Single or Program-Specific Audit section, Grantee shall siibniit One copy to the System Agency
as directed in this Contract. The Granteewill also submit a copy of the Independent Single or
Program-Specific Audit to the OIG,at the following address:
Health and Human Services Commission
Office of Inspector General
Compliance/Audit,Mail Code 1326
P.O.Box 85200
Austin,Texas 78708-5200
Electronic submission to OIG should be addressed as follows:
Dani.fieldina(c)hhsc.state.tx.us
If Grantee fails to submit the audit report as required by the Independent Single or Program-
Specific Audit section within thirty-(30) calendar days of receipt by Grantee of an audit report,
Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with
this Contract.
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ARTICLE V AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS
5.01 General.Affirmations
Grantee certifies that,to the ex tent General Affirmations are incorporated into the Contract under
the Signature Document, the General Affirmations have been reviewed and that Grantee is in
compliance with each of the requirements reflected therein. .
5.02 Federal Assurances.
Grantee further certifies that, to the extent Federal Assurancesare incorporated into the Contract
under the Signature Document, the Federal Assurances have been reviewed and that Grantee is
in compliance with each of the requirements reflected therein.
5.03 .Federal Certifications
Grantee further certifies, to the extent Federal Certifications are incorporated into.the Contract
under the Signature Document, that the Federal Certifications have been reviewed, and that
Granteeis in compliance with each of the requirements reflected therein. In addition, Grantee
certifies that it is in compliance with all applicable federal laws,rules, or regulations,as they
may pertain to this Contract.
ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY
6.01 Ownership.
The System Agency will own, and Grantee hereby'assigns to the System Agency, all right,title,
and interest in all Deliverables.
6.02 Intellectual Property
a. The System Agency and Grantee will retain ownership,all rights,title,and interest in and to,
their respective pre-existing Intellectual Property. A-license to either Party's pre-existing
Intellectual Property must be agreed to under this or another contract.
b. Grantee grants to- the System Agency and the State of Texas a royalty-free, paid-up,
worldwide,perpetual,non-exclusive,non-transferable license to use any Intellectual Property
invented or.created by Grantee,Grantee's contractor,ora subcontractor in the performance of
the Project. Grantee will require its contractors to grant such a license under its contracts.
ARTICLE VII RECORDS,AUDIT,AND DISCLOSURE
7.01 Books and Records
Grantee will keep and maintain under GAAP or GASB, as applicable, full, true, and complete
records necessary to fully disclose to the System Agency, the Texas State Auditor's Office, the
United States .Government, .and their authorized representatives sufficient information to
determine compliance with the terms and conditions of this Contract and all state and federal
rules, regulations, ;and statutes. Unless otherwise specified in this Contract, Grantee will
maintain legiblecopies of this Contract and all related documents for a minimum of seven (7)
years after:the termination of the contract period or seven (7) years after the completion of any
litigation or dispute involving the Contract,whichever is later.
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7.02 Access to records,books,and documents
In addition to any right of access arising by operation of law, Grantee and any of Grantee's
affiliate or subsidiary organizations, or Subcontractors will permit the System Agency or any of
its duly.authorized representatives, as well as duly authorized federal; state or local authorities,
unrestricted access to and the right to examine any site where business is conducted or Services
are performed, and all records, which includes but is not limited to financial, client and patient
records, books, papers or documents related to this Contract. If the Contract includes federal
funds, federal agencies that will have a right of access to records as described in this section
include: the federal agency providing the funds, the Comptroller General of the United States,
the General Accounting Office, the Office of the Inspector General, and any of their authorized
representatives. In addition, agencies of the State of Texas that will have a right of access to
records as described in this section include: the System Agency, HHSC; HHSC's contracted
examiners, the State Auditor's Office; the Texas Attorney General's Office, and any successor
agencies. Each of these entities may be a duly authorized authority. If deemed necessary by the.
System Agency or any duly-authorized authority, for the purpose of investigation or hearing,
Grantee will produce original documents related to this Contract. The System Agency and any
duly authorized authority will have the right to audit billings both before and after payment, and
all documentation that substantiates the billings. Grantee will include this provision concerning
the right of access to, and examination of, sites and information related to this Contract in any
Subcontract it awards.
7.03 Response/compliance with audit or inspection findings
a. Grantee must act to ensure its and its Subcontractor's compliance with all corrections
necessary to address any finding of noncompliance :With any law, regulation, audit
requirement, or:generally accepted:accounting principle, or any other deficiency identified in
any =audit, review, or inspection of the Contract and the goods or services provided
hereunder. Any such correction will be at Grantee or its Subcontractor's sole expense.
Whether Grantee's action corrects the noncompliance:will be solely the decision of the
System Agency.
b. As part of the Services,Grantee must provide to HHSC upon request a copy of those portions
of Grantee's and its Subcontractors' internal audit reports relating to the Services and
Deliverables provided to the State under the Contract.
7.04 SAO Audit
Grantee understands that acceptance of funds directly under the Contract or indirectlythrough a
Subcontract under the Contract acts as acceptance of the authority of the State Auditor's Office
(SAO),or any successor agency, to conduct an audit or investigation in connection with those
funds. Under the direction of the legislative audit committee,-an entity that is the subject of an
audit or investigation by the SAO must provide the SAO with access to any information the SAO
considers relevant to the investigation or audit. Grantee agrees to cooperate fully with the SAO
or its successor in the conduct of the audit or investigation, including providing all records
requested_ Grantee will ensure that thisclause concerning,the authority to audit funds received
indirectly by Subcontractors through Grantee and the requirement to cooperate is included in any
Subcontract it awards.
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7.05 Confidentiality
Any specific confidentiality agreement between the Parties_takes precedent over the terms of this
section. To the extent permitted by law, Grantee agrees to keep all information confidential, in
whatever form produced, prepared, observed, or received by Grantee.. The provisions of this
section remain in_ full force and effect following termination or cessation of:the services
performed under this Contract.
7.06 Public Information Act
Information related to the performance of this Contract maybe subject to the PIA and will be
withheld from public disclosure or released only in accordance therewith. Grantee must make all
• information not otherwise excepted from disclosure under the PIA available in portable
document file(".pdf') format or any other format agreed between the Parties.
ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION
8.01 Contract Management
To ensure full performance of the Contract and compliance with applicable law, the System
Agency may take actions including:
a. Suspending all or part of the Contract;
• b. Requiring the Grantee to take specific corrective actions.in order to remain in compliance
with term of the Contract;
c. Recouping payments made to the Grantee.found to be in error;
d. Suspending,limiting,or placing conditions on the continued performance of the Project;
e. Imposing any other remedies authorized under this Contract; and
f. Imposing any other remedies, sanctions or penalties permitted by federal or state statute,law,
regulation,or rule.
8.02 Termination for Convenience
The System Agency may terminate the Contract at any time when; in its sole discretion, the
System Agency determines-that termination is in the best interests of the State of Texas. The
termination will be effective on the date specified in HHSC's notice of termination.
8.03 Termination for Cause
Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System
Agency may terminate the Contract,in whole or in part,upon either of the following conditions:
a. Material Breach
The System Agency will have the right to terminate the Contract in whole or in part if the
System Agency.determines, at its sole discretion, that Grantee has materially breached the
Contract or has failed to adhere to any laws,ordinances,rules,regulations or orders of any public
authority having jurisdiction and such violation prevents or substantially impairs performance of
Grantee's duties under the Contract. Grantee's misrepresentation in any aspect of Grantee's
Solicitation Response, if any or Grantee's addition to the Excluded Parties List System (EPLS)
will also constitute a material breach of the Contract.
b. Failure to Maintain Financial Viability
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The System Agency may terminate the Contract if, in its sole discretion,the System Agency has
a good faith belief that Grantee no longer maintains the financial viability required to complete
the Services and Deliverables,or otherwise fully perform its responsibilities under the Contract.
8.04 Equitable Settlement
Any early termination under this Article will be subject. to the equitable settlement of the
respective interests of the Parties up to the date of termination.
ARTICLE IX MISCELLANEOUS PROVISIONS
9.01 Amendment
The Contract may only be amended by an Amendment executed by both Parties.
9.02 Insurance
Unless otherwise specified in this Contract, Grantee will acquire and maintain, for the duration of
this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and
potential liabilities thereunder with financially sound and reputable insurers licensed by the
Texas Department'of Insurance, in the type and amount customarily carried within the industry
as determined by the System Agency. Grantee will provide evidence of insurance as required
under this Contract, including a schedule of coverage or underwriter's schedules establishing to•
the satisfaction of the System Agency the nature and extent of coverage granted by each such
policy, upon request by the System Agency. In the event that any policy is determined by the
System Agency to be deficient to comply with the terms of this Contract, Grantee will secure
such additional policies or coverage as the System Agency may reasonably request or that are
required by law or regulation. If coverage expires during the term of this Contract, Grantee must
produce renewal certificates for each type of coverage.
These and all other insurance requirements under the Contract.apply to both Grantee and its
Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all
requirements.
9.03 Legal Obligations
Grantee will comply with all applicable federal, state, and local laws, ordinances, and
regulations; including all federal and state accessibility laws relating to direct and indirect use .of
information and communication technology. Grantee will be deemed to have knowledge Of all
applicable laws and regulations and be deemed to understand them. In addition to any other act
or omission that may constitute a material breach of the Contract, failure to comply with this
Section may also be a material breach of the Contract.
9.04 Permitting and Licensure
At Grantee's sole expense, Grantee will procure and maintain for the duration of this Contract
any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification
or certification required by statute,ordinance, law,or regulation to be held by Grantee to provide
the goods or Services required by this Contract. Grantee will be responsible for payment of all
taxes, assessments, fees,premiums,permits, and licenses required by law. Grantee agrees to be
responsible for payment of any such government obligations not paid by its contactors or
subcontractors during performance of this Contract.
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9.05 Indemnity
To THE EXTENT ALLOWED BY LAW, GRANTEE WILL DEFEND, INDEMNIFY, AND HOLD
HARMLESS THE STATE OF TEXAS AND ITS OFFICERS AND EMPLOYEES, AND THE SYSTEM
AGENCY AND ITS OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, ACTIONS,
SUITS,DEMANDS,PROCEEDINGS,COSTS, DAMAGES,AND LIABILITIES,INCLUDING ATTORNEYS'
FEES AND COURT COSTS ARISING OUT OF,OR CONNECTED WITH,OR RESULTING FROM:
a. GRANTEE'S PERFORMANCE OF THE CONTRACT, INCLUDING ANY NEGLIGENT ACTS OR
OMISSIONS OF GRANTEE, OR ANY AGENT,EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF
GRANTEE,OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE,IN
THE EXECUTION OR PERFORMANCE OF THIS CONTRACT;OR
b. ANY BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION,
STANDARD, RULE, OR BREACH OF CONTRACT BY GRANTEE, ANY AGENT, EMPLOYEE,
SUBCONTRACTOR,OR SUPPLIER OF GRANTEE,OR ANY THIRD PARTY UNDER THE CONTROL
OR SUPERVISION OF GRANTEE,IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT;
OR
C. EMPLOYMENT OR ALLEGED•EMPLOYMENT, INCLUDING CLAIMS OF DISCRIMINATION
AGAINST GRANTEE,ITS.OFFICERS,OR ITS AGENTS;OR
d. WORK UNDER THIS CONTRACT THAT INFRINGES OR MISAPPROPRIATES ANY RIGHT OF ANY
THIRD PERSON OR ENTITY BASED ON COPYRIGHT, PATENT, TRADE SECRET, OR OTHER
INTELLECTUAL PROPERTY RIGHTS.
GRANTEE WILL COORDINATE ITS DEFENSE WITH THE SYSTEM AGENCY AND ITS COUNSEL.
THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE
TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR
LIABILITIES RESULTING SOLELY FROM THE GROSS NEGLIGENCE OF THE SYSTEM AGENCY OR
ITS EMPLOYEES. THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS
CONTRACT.
9.06 Assignments
Grantee may not assign all or any portion of its rights under, interests in,or duties required under
this Contract without prior written consent of the System Agency, which may be withheld or
granted at the sole discretion of the System Agency. Except where otherwise agreed in writing
by the System Agency, assignment will not release Grantee from its obligations under the
Contract.
Grantee understands and agrees the System Agency may in one or more transactions assign,
pledge,or transfer the Contract. This assignment will only be made to another State agency or a
non-state agency that is contracted to perform agency support.
9.07 Relationship of the Parties
Grantee is, and will be,an independent contractor and, subject only to the terms of this Contract,
will have the sole right to supervise, manage, operate, control, and direct performance of the
details incident to its duties under this Contract. Nothing contained in this Contract will be
deemed or construed to create a partnership or joint venture, to createrelationships of an
employer-employee or principal-agent, or to otherwise create for the System Agency any
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liability whatsoever with respect to the indebtedness, liabilities, and obligations of Grantee or
any other Party.
Grantee will be solely responsible for, and the System Agency will have no obligation With
respect to:
a. Payment of.Grantee's employees for all Services performed;
b. Ensuring each of its employees, agents, or Subcontractors who provide Services or
Deliverables under the Contract are properly licensed, certified, or have proper permits to
perform any activity related to the Work;
c. Withholding of income taxes,FICA,or.any other taxes or fees;
d. Industrial or workers' compensation insurance coverage;
e. Participation in any group;insurance plans available to employees of.the State of Texas;
f. Participation or contributions by the State to the State Employees Retirement System;
g. Accumulation of vacation leave or sick leave;or
h. Unemployment compensation coverage provided by the State.
9.08 Technical Guidance Letters
In the sole discretion of the.System Agency, and in conformance with federal and state law,the
System Agency may issue instructions, clarifications, or interpretations as may be required
during Work performance in the form of a Technical Guidance Letter. A TGL must be in
writing, and may be delivered by regular mail, electronic mail, or facsimile transmission. Any
TGL issued by the System Agency will be incorporated into the Contract by reference herein for
all purposes when it is issued..
9.09 Governing.Law and Venue
This Contract and the rights and obligations of the Parties hereto will be governed by, and
construed according to, the laws of the StateofTexas, exclusive of conflicts of law provisions:
Venue of any suit brought under this Contract will be in a court of competent jurisdiction in
Travis County,-Texas unless otherwise elected by the System Agency. Grantee irrevocably
waives any objection, including any objection to personal jurisdiction or the laying of venue or
based:on 'the grounds of forum non conveniens, which it may now-.or-hereafter have to the
bringing of any action or proceeding in such jurisdiction in respect of this Contract or any
document related hereto.
9.10 Severability
If any provision contained in this Contract is held to be unenforceable by a court of law or
equity; this Contract will be .construed as if such provision did not exist and the non-
enforceability of such provision will not be held to render any other provision or provisions of
this Contract unenforceable.
9.11 Survivability
Termination or expiration of this Contract or a Contract for any reason will not release either
party from any liabilities or obligations in this Contract that the parties have expressly agreed
will survive any such termination or expiration,remain to be performed, or by their nature would
be intended to be applicable following any such termination or expiration, including maintaining
confidentiality of information and records retention.
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9.12 Force Majeure
Except with respect to the obligation of payments under this Contract, if either of the Parties,
after a good faith effort, is prevented from complying with any express or implied covenant.of
this Contract by reason of war; terrorism; rebellion;riots; strikes; acts of God; any valid order,
rule, or regulation of governmental authority; or similar events that are beyond the control of the
affected Party (collectively referred to as a "Force Majeure"), then, while so prevented, the
affected.Party's obligation.to comply with such covenant will be suspended, and the affected
Party will not be liable for damages for failure to comply with such covenant. In any such event,
the Party claiming Force Majeure will promptly notify the other Party of the Force Majeure
event in writing and,if possible,such notice will set forth the extent and duration thereof.
9.13 No Waiver of Provisions
Neither failure to enforce any provision of this Contract nor payment for services provided under
it constitute waiver of any provision of the Contract.
9.14 Publicity
Except as provided in the paragraph below, Grantee must not use the name of, Or directly or
indirectly refer to, the System Agency, the State of Texas, or any other State agency in any
media release, public announcement, or public disclosure relating to the Contract or its subject
matter, including in any promotional or marketing materials, customer lists, or business
presentations.
Grantee may publish,at its sole expense,results of Grantee performance under the Contract with
the System Agency's prior review and approval, which the System Agency may exercise at its
sole discretion. Any publication (written, visual, or sound) will acknowledge the support
received from the System Agency and any Federal agency, as appropriate.
9.15 Prohibition on Non-compete Restrictions
Grantee will not require any employees or Subcontractors to agree to any conditions, such as
non-compete clauses or other contractual arrangements that would limit or restrict such persons
or entities from employment or contracting with the State of Texas.
9.16 No Waiver of Sovereign Immunity
Nothing in the Contract will be construed as a waiver of sovereign immunity by the System
Agency.
9.17 Entire Contract and Modification
The Contract constitutes the entire agreement of the Parties and is intended as a complete and
exclusive statement of the promises, representations, negotiations, discussions, and other
agreements that may have been made in connection with the subject matter hereof. Any
additional or conflicting terms in any future document incorporated into the Contract will be
harmonized with this Contract to the extent possible by the System Agency.
9.18 Counterparts
This Contract may be executed in any number of counterparts, each of which will be an original,
and all such counterparts will together constitute but one and the same Contract.
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9.19 Proper Authority
Each Party hereto represents and warrants that the person executing this Contract on its behalf
has full power and authority to enter into this Contract. Any Services or.Work performed by
Grantee before this Contract is effective or after it ceases to be effective are performed at the sole
risk of Grantee with respect to compensation.
9.20 Employment Verification
Grantee will confirm the eligibility of all persons employed during the contract term to perform
duties within Texas and all persons, including subcontractors, assigned by the contractor to
perform work pursuant to the Contract.
9.21 Civil Rights
a. Grantee agrees to comply with state and federal anti-discrimination laws,including:
1. Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.);
2. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794);
3. Americans with Disabilities Act of 1990(42 U.S.C. §12101 et seq.);
4. Age Discrimination Act of 1975(42 U.S.C. §§6101-6107);
5. Title IX of the Education Amendments of 1972(20 U.S.C.§§168I-1688);
6. Food and Nutrition Act.0 2008 (7 U.S.C.§2011 et seq.);and
7. The System:Agency's administrative rules,as set forth in the Texas Administrative Code,
to the extent applicable to this Agreement.
Grantee agrees to comply with all amendments to the above-referenced laws, 'and all
requirements imposed by the regulations issued pursuant to these laws.These laws provide in
part that no persons in the United States may, on the grounds of race, color,national origin,
sex, age, disability,political beliefs, or religion; be excluded from participation in or denied
anyy aid;care, service or other benefits provided by Federal or State funding, or otherwise be
subjected to discrimination.
b. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964,and its implementing
regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15, prohibiting a contractor from adopting
and implementing policies and procedures that exclude or have the effect of excluding or
limiting the participation of clients in its programs, benefits, or activities on the basis of
national origin. State and federal civil rights laws require contractors to provide alternative
methods for ensuring access to services for applicants and recipients who cannot express
themselves fluently in English. Grantee agrees to take reasonable steps to provide services
and information, both orally and in writing, in appropriate languages other than English, in
order to ensure that persons with limited English proficiency are effectively informed and
can have meaningful access to programs,benefits,and activities.
c. Grantee agrees to post applicable civil rights posters in areas open to the public informing
clients of their civil rights and including contact information for the HHS Civil Rights Office.
The posters are available on the HHS website at:
http://www.hhsc.state.tx.us/about hhscJcivil-rights/brochures-posters.shtml
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d. Grantee agrees to comply with Executive Order 13279, and its implementing regulations=at
45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that
participates in programs funded by direct financial assistance from the United States
Department of Agriculture or the United States Department of Health and Human Services
shall not discriminate against a program beneficiary or prospective program beneficiary on
the basis of religion or religious belief.
e. Upon request, Grantee will provide HHSC Civil Rights Office with copies of all of the
Grantee's civil rights policies and procedures. .
f Grantee must notify HHSC's Civil Rights Office of any civil rights complaints received
relating to its performance under this Agreement:This notice must be delivered no more than
ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section
must be directed to:
HHSC Civil Rights Office
701 W. 51st Street;Mail Code W206
Austin,Texas 78751
Phone Toll Free:(888)388-6332
Phone: (512)'438-4313
TTY Toll Free::(877)432-7232
Fax: (512)438-5885. ..
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•
GENERAL AFFiRl1taynoNs ••
•
By entering into this Contract,Contractor affirms,without exception,;as;follows:
1. Contractor represents and warrants that these General Affirmations apply to Contractor and all of
- Contractor's principals, officers, directors, •shareholders, partners, owners, agents, employees,
Subcontractors, independent contractors, and any other representatives who may provide services
under,who have a financial interest in,or otherwise am interested in this Contract.
2. Contractor represents and warrants that all statements and information provided to the Enterprise
Agency are current,complete,and accurate.This includes all statements and information relating in
any manner to this Contract and any solicitation resulting in'this Contract.
3. Contractor has not,given,has not offered to give,and does not intend to give at any time hereafter.any
economic opportunity.future employment,gift,loan;gratuity,special discount;trip, favor,or service
to a public servant is connection with this Contract •
4. Under Section 2155.004, Texas Government Code (relating to financial participation in preparing
solicitations), Contractor certifies that it.Is not ineligible to re� ceive this Contract and acknowledges
that this Contract may be terminated and payment withheld if this certification is inaccurate.
•
5. • Under Section.2155.006, Texas.Government Code (relating to convictions and penalties regarding •
Hurricane Rita, Hurricane Katrina,and other disasters), Contractor certifies that.it is not ineligible to
receive this Contract and acknowledges that this Contract may be terminated and payment withheld if
• this certification is inaccurate.
6. Under Section 2261:053, Texas Government Code (relating to convictions and penalties.regarding •
Hurricane Rita, Hurricane Katrina,.aad other disasters),Contractor certifies that it is not ineligible to
receive this Contract and acknowledges that this Contrast may be terminated and payment withheld if
this certification is inaccurate.
•
7. • Under Section 231.006,Texas Family Code(relating to delinquent child support),Contractor certifies
that it is not ineligible to receive the specified grant, loan,or payment and acknowledges that this
Contract may be terminated and payment may be withheld if this Certification is inaccurate. •
•
.8. Contractor certifies that::(a)the entity executing this.Contract;(b)its principals;(c)its Subcontractors; •
and (d) any personnel designated to perform services_ related to this Contract are not presently
debarred,.suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction by any federal Department or:Agency. This certification is made
pursuant to the regulations implementing Executive Order 12549 and: Executive Order 12689,
Debarment and Suspension, 2 C.F.R. Part 376, and any relevant regulations promulgated by the
Department or Agency funding this project. This provision shall be included in its entirety in •
Contractor's Subcontracts if payment in whole or in part is from federal funds.
9. Contractor certifies that.It,its principals, its Subcontractors,and any personnel designated to perform
services related to this Contract are eligible to;participate in this transaction and have not been
subjected to suspension, debarment,or similar ineligibility determined by any federal, state, or local
governmental entity.
10. Contractor certifies it is in compliance with all State of Texas statutes and rules relating'to
procurement;and that(a)the entity executing;this Contract;(b)its principals;(c)its Subcontractors; •
and (d)any personnel designated to perform services related to this Contract are not listed on the
federal government's terrorism watch list described in Executive Order 13224. Entities ineligible for
federal procurement are listed at bttys://wwwaam.eov/poriaj/Dub11e/SAM/,which Contractor may
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review in making this certification. Contractor acknowledges that this Contract may beterminated and
payment withheld if this certification is inaccurate. This provision shall be included in its entirety in.
Contractor's Subcontracts if payment in whole or in part is from federal funds.
11. In accordance with Texas Government Code Section 669.003 (relating to contracting with the
executive head of a state agency), Contractor certifies that it (1) is not the executive head of the
Enterprise Agency; (2) was not at any time during thepast four years the executive head of the
Enterprise Agency; and (3) does hot employ a current Or former executive head of the Enterprise
Agency.
12. Contractor represents and warrants that it is not currently delinquent in the payment of any franchise
taxes owed the State of Texas under Chapter 171 of the Texas Tax Code.
13. Contractor represents and warrants that payments to Contractor and Contractor's receipt of
appropriated or other funds under.this Contract are not prohibited by Sections 556.005, 556.0055, or
556.008 of the Texas Government Code (relating to use of appropriated money or state funds to
employ or pay lobbyists,lobbying expenses,or influence Iegislation).
14. Contractor represents and:warrants that it will comply with Texas Government Code Section
2155.4441,relating to the purchase of products produced in the State of Texas under service contracts.
15. Pursuant to Section 2252.901, Texas Government Code (relating to prohibitions regarding contracts
with and involving former and retired state agency employees), Contractor will not allow any former
employee of the Enterprise Agency to perform services under this Contract during the twelve (12)•
month period immediately following the employee's last date of employment at the Enterprise
Agency.
16. Contractor acknowledges that,pursuant to Section 572.069 of the Texas Government Code, a former
state officer or employee of the Enterprise Agency who during the period of state service or
employment participated on behalf of the Enterprise Agency in a procurement or contract negotiation
involving Contractor may not accept employment from Contractor before the second anniversary of
the date the officer's oremployee's service or employment with the Enterprise Agency ceased.
17. Contractor understands that the Enterprise Agency does not tolerate any type of fraud. The Enterprise
Agency's policy is to promote consistent, legal, and ethical. organizational behavior by assigning
responsibilities and providing guidelines to enforce controls. Violations Of law, agency policies, or
standards of ethical conduct will be investigated, and appropriate actions will be taken.All employees
or contractors who suspect fraud, waste or abuse (including employee misconduct that would
constitute fraud, waste, or abuse) are required to immediately report the questionable activity to both
the Health and Human Services Commission's Office of the Inspector General at 1-800-436-6184 and
the State Auditor's Office. Contractor agrees to comply with all applicable laws,rules,regulations,and
Enterprise Agency policies regarding fraud including,but not limited to,HHS Circular C-027.
18. Contractor represents and warrants that it has not violated state or federal antitrust laws and has not
communicated its bid for this Contract directly or indirectly to any competitor or any otherperson
engaged in such line of business. Contractor hereby assigns to Enterprise Agency any claims for
overcharges associated with this Contract under 15 U.S.C. § 1, et seq., and Texas Business and
Commerce Code§ 15.01,e1 seq.
19. Contractor represents and warrants that it is not aware of and has received no notice of any court or
governmental agency proceeding, investigation, or other action pending or threatened against
Contractoror any of the individuals or entities included -numbered paragraph 1 of these General
Affirmations within the five(5) calendar years immediately preceding the execution Of this Contract
that would or could impair.Contractor's performance under this Contract, relate to the.contracted or
similar goods or services,or otherwise be relevant to the Enterprise Agency's consideration of entering
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•
into this Contract.If Contractor is unable to make the preceding representationand warranty; then
Contractor instead represents and warrants that it has provided to the Enterprise Agency a complete,
detailed disclosure of any such court or governmental agency proceeding, investigation,or other action
that would or could impair Contractor's performance under this Contract, relate to the contracted or
similar goods or services;or otherwise be'relevant to the Enterprise Agency's consideration of entering
into this Contract.In addition, Contractor represents andwarrants that it shall notify the Enterprise
Agency in writing within five(5)business days of anychanges to the representations or warranties in
this clause and understands that failure to so timely update the Enterprise Agency shall, constitute
breach of contract and may result in immediate termination of this Contract:
20. Contractor understands, acknowledges, and agrees that any false representation or any failure to
comply with a representation, warranty, or certification made by Contractor is subject to all civil and
criminal consequences provided at law or in equity including, but not limited to, immediate
termination of this Contract,
21. Contractor represents and warrants that it will comply with all applicable laws and maintain all permits
and licenses required by applicable city, county, state, and federal rules, regulations, statues, codes,
arid other laws that pertain to this Contract.
22. Contractor represents and warrants that the individual signing this Contract is authorized to sign on
behalf of Contractor and to bind Contactor.
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SUPPLEMENTAL&SPECIAL CONDITIONS
SUPPLEMENTAL CONDITIONS
THE FOLLOWING: SUPPLEMENTAL CONDITIONS APPLY TO THIS CONTRACT AND
MODIFY THE HHS UNIFORM TERMS AND CONDITIONS
Section 2.03 Financial Status Reports (FSRs), of the Health and Human Services Commission
Uniform Terms.and Conditions—Grant,Version 2.13,is revised to read as follows:
Except as otherwise provided in these Uniform 'Terms and Conditions or in the terms of any;
Attachinent(s) that is incorporated into the Contract, for contracts with categorical budgets,:Grantee
shall submit quarterly FSRs to DSHS Contract Development and Support Branch(CDSB)by the last
business day of the month following the end of each quarter of the Program Attachment term for
System Agency review and financial assessment. Grantee shall submit the final FSR no later than
forty-five(45)calendar days following the end of the applicable term. .
Article IV, Allowable Costs and Audit.Requirements of the Health and Human Services
Commission Uniform Terms and Conditions—Grant,Version 2.13 is modified to include:
4.04 Cost Allocation Plan.
a. Grantee shall implement and follow the applicable Cost Allocation Plan.
b. Grantee shall submit a Cost Allocation Plan on the format approved:by System Agency to the
DSHS Contract Oversight and Support Section, Mail Code 1326; P.O. Box 149347; Austin,
Texas 78714-9347, or by email to: coscap@a dshs.state.tx.us, or to such other email address or
follow such Other process as requested by System Agency, no later than the 60th calendar day
after the effective date of the Contract, except when a Grantee has a current Cost Allocation
Plan on file with the System Agency. If Grantee's plan is the same as the plan previously
submitted to System Agency,by signing this Contract,Grantee certifies that its current Cost
Allocation Plan for the current year is the same as the plan previously submitted.
c. If the Cost Allocation Plan changes during the Contract term, Grantee shall submit a new Cost'
Allocation Plan to the Contract Oversight and Support Section within 30 calendar days after the
effective date of the change.
Section 9.21 Civil Rights, of the Health and Human Services Commission Uniform Terms and
Conditions—Grant,Version 2.13,is modified to add the following: •
g. Grantee shall comply with all provisions required by implementing the regulations of the
Department of Agriculture, 7 CFR Part 246, 248; Department of Justice Guidelines for
Enforcement of Title VI 28 CFR § 50.3 and 28 CFR Part 42;and Food & Nutrition Service
(FNS)directives and guidelines,to the effect that no person will,on the grounds of race,color,
national origin, sex, age,.or disability be excluded from participation under any program or
activity for which Grantee receives federal financial assistance from FNS; and hereby gives
assurance that it shall immediately take measures necessary to implement this Contract.
h. Grantee shall compile data,maintain records and submit reports,as required,to'permit effective
enforcement of the nondiscrimination laws and permit authorized USDA and System Agency
personnel,during normal working hours,to review such records,books,and accounts as needed
to ascertain compliance with the nondiscrimination laws. The Department of Agriculture,Food
and Nutrition Service (USDA), has the right to seek judicial enforcement if Grantee violates
any nondiscrimination:laws. This Assurance is binding on Grantee,its successors, transferees,
and assignees,as long as they receive assistance or retain possession of any assistance from the
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• Department of Agriculture. The person or persons whose signatures appear on the Contract are
authorized to:sign this Assurance on behalf of Grantee. •
: Article IX Miscellaneous Provisions of the Health and Human Services,Commission Uniform
Terms and Conditions-Grant,Version 2.13,is modified by adding the following:
Section 9.22 Equipment and Supplies -
•
a.. Reportable Capital Assets. •
Grantee shall maintain an inventory of reportable capital assets placedin the custody of the
Grantee by System Agency. Grantee shall conduct an annual inventory for each administrative
and clinic Site and submit to DSHS Property Management in a format and upon a delivery date
designated by System Agency. Grantee shall.administer a program Of maintenance,repair and
protection of assets under this Contract so as to assure their full availability and usefulness. In
the event Grantee is indemnified, reimbursed, or otherwise compensated for any loss of,
destruction of,or damage to the assess provided under this Contract,it shall use the proceeds to
repair or replace said assets.
b. Grant Purchased Equipment. .
Equipment means tangible personal property having a useful lifetime of more than one year and
a per-unit acquisition cost that exceeds the lesser of the capitalization level established by the of
$5,000 or more. Grantee shall inventory all equipment, and report the inventory on the.DSHS
Contractor's Property Inventory Report form.
c. Supplies.
1.. Supplies are defined as consumable items-necessary to carry out the services under this
Contract including medical:supplies, drugs, janitorial supplies, office supplies, patient
educational supplies, software, and any items of tangible personal property other than
those defined as equipment above.
2- Tangible personal property includes controlled assets, including firearms; regardless of
the acquisition cost,and the following assets with:an acquisition cost of$500 or more,but
less than $5,000, which includes desktop and laptop computers. (including notebooks,
tablets and similar devices), non-portable printers and copiers, emergency management
equipment, communication devices and systems, medical and laboratory equipment, and
media equipment are also considered Supplies.
3. Prior approval_by System Agencyof the purchase of Controlled Assets is not required,but
such purchases must be reported on the DSHS Contractor's Property-Inventory Form as
detailed in this section.
d. Property Inventory and Protection of Assets. .
1. Grantee shall maintain an inventory of equipment; supplies defined as controlled assets,
and property described in this Section and submit an annual cumulative report of the
equipment and other property on DSHS Contractor's Property Inventory Report to the
DSHS Contract Oversight and Support Section, Mail Code 1326, P.O. Box 149347,
Austin,Texas 78714-9347,no later than October.15th of each year. The report is located
at:htty://www.dshs.state.tx.us/contracts/forms:shtm.
2. Grantee shall maintain, repair, and protect assets under this .Contract to assure their full
availability and usefulness.
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3. If Grantee is indemnified, reimbursed, or otherwise compensated for any loss of,
destruction of,or damage to the assets provided or obtained under this Contract,Grantee
shall use the proceeds to repair or replace those assets.
e. Assets as Collateral Prohibited.
Grantees on a cost reimbursement payment method shall not encumber equipment purchased •
with System Agency funds without prior written approval from the System Agency.
f. Disposition of Property.
1. Grantee shall follow the procedures in the American Hospital Association's (AHA)
"Estimated Useful Lives of Depreciable Hospital Assets"in disposing,at any time during
or after the Contract term, of equipment purchased with System Agency funds, except
when federal or state statutory requirements supersede or when the equipment requires
licensure or registration by:the state, or when the:acquisition price of the equipment is
equal to or greater than$5,000.
2. All other equipment not listed in the AHA reference (other than equipment that requires
licensure or registration or that has an acquisition cost equal to or greater than$5,000)will
be controlled by the requirements of UGMS.
3. If,prior to the end of the useful life,any item of equipment is no longer needed to perform
services under this Contract,or becomes inoperable;or if the equipment requires licensure
or registration or had an acquisition price equal to or greater than $5,000, Grantee shall
request disposition approval and instructions in writing from the contract manager
assigned to this Contract.
4. After an item reaches the end of its useful life, Grantee shall ensure that disposition of
any equipment is in accordance with Generally Accepted Accounting Principles,and any
applicable federal guidance.
g. Closeout of Equipment.
At the end of the term.of a Contract that has no additional renewals or that will not be renewed
(Closeout), or when a Contract is otherwise terminated, Grantee shall submit to the contract
manager:assigned to this, an inventory of equipment purchased with grant funds and request
disposition instructions for such equipment.
All equipment purchased with grant funds must be secured by Grantee at the time of Closeout,
or termination of this Contract, and must be disposed of according to System Agency's
disposition instructions, which may include return of the equipment to System Agency or
transfer of possession to another System Agency contractor,at Grantee's expense.
Article IX Miscellaneous Provisions of the Health and Human Services Commission Uniform
Terms and Conditions—Grant,Version 2.13,is modified by adding the following:
Section 9.23 Contracts with Subrecipient and Vendor Subcontractors.
a. Grantee may enter into contracts with subrecipient subcontractors unless restricted or otherwise
prohibited in the Contract.
b. Prior to entering into a *recipient agreement equaling or exceeding $100,000, Grantee shall
obtain written approval from System Agency.
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c. Grantee shall establish written policies and procedures for competitive procurement and
monitoring of subcontracts and shall produce a subcontracting monitoring plan.
d. . Grantee shall monitor subrecipient subcontractors for both financial and programmatic
performance and shall maintain pertinent records that must be available for inspection by
System Agency.
e. Grantee shall ensure that subcontractors are fully aware of the requirements placed upon them
by state/federal statutes,rules,and regulations and by the provisions of this Contract.
f. Contracts with all subcontractors, whether vendor or subrecipient, must be in writing arid_
include the following:
1. Name and address of all parties and the subcontractor's Vendor Identification Number
(VIN)or Employee Identification Number(EIN);
2. Detailed description of the services to be provided;
3. Measurable method and rate of payment and total not-to-exceed amount of the contract;
4. Clearly defined and executable termination clause;-and.
5. Beginning and ending dates that coincide with the dates of the Contract.
g. Grantee is responsible to System Agency for the performance of any subcontractor,
Article VIII Contract Management and Early Termination Provision of the Health and Human
Services Commission UniformTerms and Conditions—Grant,Version 2.13, is modified by adding
the following:
8.05 Termination by Grantee
If Grantee seeks to terminate this Contract,Grantee shall give System Agency no less than sixty(60)
calendar days prior written notice and shall submit a transition plan to ensure client services are not
disrupted.
SPECIAL CONDITIONS
Section_1.01 Notice of Legal Matter or Litigation. :
Grantee shall notify the contract manager assigned to this Contract of any litigation or legal matter related
to or affecting this Contract within seven calendar days of becoming aware of the litigation or legal matter.
Section.1.02 Notice of a Contract Action.
Grantee shall notify their assigned contract manager assigned to the Contract if Grantee hashad any
• contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit
entity within five days of becoming aware of the action and include the following:
a. Reason for such action;
b. Name and contact information of the local,state or federal department or agency or entity;
c. Date of the contract;
d. Date of suspension or termination;and
e. Contract or case reference number.
Section 1.03 Notice of Bankruptcy.
Grantee shall notify in writing their assigned contract manager of its plan to seek bankruptcy protection
within five days of such action by Grantee.
Section 1.04 Notice of Criminal Activity and Disciplinary Actions.
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a: Grantee shall immediately'report in writing the contract manager assigned to the Contract when
•
the Grantee.has knowledge or reason to believe any that they or any person with ownership or
controlling interest in the organization/business, or their agent,. employee; •subContractor or
volunteer that is providingservices under this.Contract has engaged in any activity that:
1. Would constitute a criminal offense equal to or greater than a Class A misdemeanor:and
•
2. Reasonably would constitute grounds for disciplinary action by a, state or federal regulatory
• authority;or
3. Has been placed on community supervision, received deferred adjudication; or been indicted
for or convicted of a criminal offense relating to involvement in any financial matter, federal
or state program or felony sex crime. •
b. Grantee shall not permit any person who engaged,or was alleged to have engaged; in any activity
subject to reporting under this section to perform direct client services or have direct contact with
• clients,unless othenvise directed in writing by System Agency.
Section 1.05 Grantee's Notification of Change of Contact Person or Key Personnel.
Within ten daysshall notify in writing the contract manager assigned to the Contract Of any change
enumerated in the Grantee's Contact Person or Key Personnel. -
Section 1.06 Notice of IRS or TWC Insolvency.
• Grantee shall notify in writing their assigned contract manager their insolvency; incapacity or •
outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission
•
within 5 days of the date of becoming aware of such.
Section 1.07 Disaster Services.
In the event of a local, state, or federal emergency, including natural, man- made, .criminal, terrorist,
and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the
appropriate federal official,•Grantee may be called upon to assist System Agency in providing the
following services: • •
a. Community evacuation;
b. Health and medical assistance;
c. Assessment of health and medical needs;
d. Health surveillance;
e. Medical care personnel;
f. Health and medical equipment and supplies:
g. Patient evacuation;
h. In-hospital care:and hospital facility status:
i. Food,drug and medical device safety;
j. Worker health and safety;
k. Mental health and substance abuse;
1. Public health information;
m. Vector control and veterinary services;and •
n. Victim identification and mortuary services.
Section 1.08 Consent by Non-Parent or Other State Law to Medical Care of a Minor.
Unless federal law applies,when a Grantee provides medical,.dental,psychological or surgical treatment
to a minor without parental consent, either directly or through contracts with subcontractors, before the
•
Grantee provides treatment to minor unless informed consent to treatment is obtained pursuant to Texas
Family Code Chapter 32.
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Section 1.09 Services and Information for Persons with Limited English Proficiency.
a. Grantee shall take reasonable steps to provide services and information both orally and in writing,
in appropriate languages other than English, to ensure that, persons with limited. English
.proficiency are effectively informed and can have meaningful access to programs, benefits and
activities.
b. Grantee shall identify and document on the client records the primary language/dialect of a client
who has limited English proficiency and the need for translation or interpretation services and
shall not require a.client:to•provide or pay for the services of a translator or interpreter.
c. Grantee shall make every effort to avoid use of any persons under the age of 1$'or any family
member or friend of the client as an interpreter for essential communications with a client with
limited English proficiency unless the client has requested that person and using the person would
•
• not comproinise the effectiveness of services or violate the client's confidentialitjts and the client
is advised that a free interpreter is available. •
Section 1.10 Third Party Payors.
Except as provided in this Contract, Grantee shall screen all clients and may not bill the System Agency for
. .Services eligible for reimbursement from third party payors,who are:any person or entity who has the legal
responsibility for paying for all or part of the services provided, including commercial health or liability
insurance carriers,Medicaid,or other federal,state,local and private funding sources.
As applicable,the Grantee shall:
a. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved
services authorized under this Contract that may be covered by those programs and bill those
programs forahe covered services;
b. Provide assistance to individuals to enroll in such programs when the screening process indicates
possible eligibility for such.programs:
c. Allow clients that are otherwise eligible for System Agency services,'but cannot pay a deductible
required by a third party payor,to receive services up to the amount of the deductible and to bill the
System Agency for the deductible;
d. Not bill the System Agency.for any services eligible for third party reimbursement until all appeals
to third party payors have been exhausted:
e. Maintain _appropriate documentation from the third party: payor reflecting attempts to obtain •
reimbursement;
f. Bill.all third party payors for services provided under this Contract before.submitting any request for
reimbursement to System Agency;and
g. Provide third:party billing functions at no cost to the client.
Section 1.11 HIV/AIDS Model Workplace Guidelines.
Grantee shall implement System Agency's policies based on the Human Immunodeficiency
Vints/Acquired Immunodeficiency Syndrome (HIV/AIDS). AIDS.Model Workplace Guidelines for
Businesses at•http;//www.dshs.state.tx.us/hivstd/policy/policies.shtm, State Agencies and State Grantees
Policy No: 090.021.
Grantee shall also educate employees and clients concerning HIV and its related conditions, including
AIDS,in accordance with the Texas.Health&Safety Code§§ 85.112-114.
Section 1.12 Medical Records Retention.
Grantee shall retain medical records in accordance with 22 TAC §165.1(b) or other applicable statutes, rules
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and regulations governing medical information.
Grantee shall maintain full and complete records concerning WIC Program operations and the following
requirements:
a. Records shall include, but not be limited to, informationpertaining to financial operations, food
delivery systems, food benefit issuance and redemption,:equipment purchases and inventory,
certification,nutrition education,civil rights and fair hearing procedures.
b. If United States Department of Agriculture(USDA)deems any of the WIC program records to be
of historical interest,it may require System Agency or the Grantee to forward such records to the
USDA whenever either entity is disposing of them.
c: . All records shall be available during normal business hours for representatives of the USDA,
System Agency and the Comptroller General of the United States to inspect, audit, and copy.
Any reports:or other documents resulting from the examination of such records that are publicly
released may not include confidential applicant or participant information.
Section 1.13 Notice of a License Action.
Grantee shall notify their contract manager of any action impacting its license to provide services under
this Contract within five days of becoming aware of the action and include the following:
a. Reason for such action;
b. Name and contact information of the local,state or federal_department or agency or entity;
c. Date of the license action;and
d. License or case reference number.
Section 1.14 Interim Extension Amendment.
a. Prior to or on:the expiration date of this Contract, the Parties agree that this Contract can be
extended as provided under.this Section.
b. System Agency shall provide written notice of interim extension amendment to the Grantee under
one of the following circumstances:
1. Continue provision of services in response to a disaster declared by the governor;or
2. To ensure that services are provided to clients without interruption.
c. System Agency will provide written notice of the interim extension amendment that specifies the
reason for it and period of time for the extension.
d. Grantee will provide and invoice for services in the same manner that is stated in the Contract.
e. An interim extension under Section(b)(1)above shall extend the term of the contract not longer
than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter
period of time.
f. An interim extension under Section(b)(2)above shall be a one-time extension for a period of time
determined by System Agency.
Section 1.15 Electronic and Information Resources Accessibility and Security Standards.
a. Applicability.
The following Electronic and Information Resources (EIR) requirements apply to the Contract
because the Grantee performs services that include EIR that System Agency employees are
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SUPPLEMENTAL&SPECIAL CONDITIONS
required or permitted to accessormembers of the public are required or permitted to access.
This Section does not apply to incidental uses of EIR in the performance of the Agreement,unless
the Parties agree that the EIR will become property of the State of Texas or will be used by
System Agency's clients or recipients after completion of the Agreement.
Nothing inthis section is intended to prescribe the use of particular designs or technologies or to
prevent the use of alternative technologies, provided they result in substantially equivalent or
greater access to and use of a Product.
b. Definitions.:
For purposes of this Section:
"Accessibility Standards"means accessibility standards and specifications for Texas agency and
institution of higher education websites and EIR set forth in 1 TAC Chapter 206 and/or Chapter
213.
"Electronic and Information Resources" means information resources, including information
resources technologies,and any equipment or interconnected system of equipment that is used in
the creation, conversion, duplication, or delivery of data or information. The term includes
telephones and other telecommunications products, information kiosks, transaction machines,
• Internet websites,multimedia resources,and office equipment, including copy machines and fax
machines.
"Electronic and Information Resources Accessibility Standards" means the accessibility
standards for electronic and information resources contained in 1 Texas Administrative Code
Chapter 213.
"Product"means information resources technology that is,or is related to Ea.
"Web Site Accessibility Standards/Specifications" means standards contained in Volume 1
Tex.Admin.Code Chapter 206(c)Accessibility Requirements.
Under Tex. Gov't Code Chapter 2054, Subchapter M, and implementing rules of the Texas
Department of Information Resources,System Agency must procure Products and services that
comply with the Accessibility Standards when those Products are available in the commercial
marketplace or when those Products are developed in response to a:procurement solicitation.
Accordingly, Grantee must provide electronic and information resources and associated.Product
documentation and technical support that comply with the Accessibility Standards.
c. Evaluation,Testing,and Monitoring.
1. .System Agency may review, test, evaluate and monitor Grantee's Products and services, as
well as associated documentation and technical support for compliance with the Accessibility
Standards.Review,testing,evaluation and monitoring may be conducted before and after the
award of a contract.Testing and monitoring may include user acceptance testing.
Neither the review, testing (including acceptance testing), evaluation or monitoring of any
Product or service,nor the absence of review,testing,evaluation or monitoring,will result in
a waiver of the State's right to contest the Grantee's assertion of compliance with the
Accessibility Standards.
2. Grantee agrees to cooperate fully and provide System Agency and its representatives timely
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: ATTACHMENT D
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access to Products,records, and other items and information needed to conduct such review,
evaluation,testing,and monitoring.
d. Representations and Warranties.
1. Grantee represents and warrants that:
i. As of the Effective Date Of the Contract, the Products and associated documentation and
technical support comply with the Accessibility Standards as they exist at the time:of
entering the Agreement,unless and to the extent the Parties otherwise expressly agree in
writing;and
ii. If the Products will be in the custody of the state or a System Agency client or recipient
after the Contract expiration or termination, the Products will continue to comply with
Accessibility Standards after,the expiration or termination of the'Contract Term;unless
System Agency or its clients or recipients,as applicable,use the Products in a manner that
renders it noncompliant:
2. In the event Grantee becomes aware,or is notified that the Product or-service and associated
documentation and technical support do not comply with the Accessibility Standards,Grantee
represents and warrants that it will, in a timely manner and at no cost to System Agency,
perform all necessary:steps to satisfy,the Accessibility Standards; including remediation,
replacement,and upgrading of the Product,or service,or providing a suitable substitute.
•
3. Grantee acknowledges and agreesthat these representations and warranties are essential
inducements on which System Agency relies in awarding this Contract.
4. Grantee's representations and warranties under this subsection will survive the termination or
expiration of the Contract and will remain in full force and effect throughout the useful life of
the Product.
e. Remedies.
1. Under Tex. Gov't Code§ 2054.465, neither the Grantee nor any other person has cause of
action against System Agency for a claim of.a failure to comply with Tex. Gov't Code
Chapter 2054,Subchapter M,and rules of the Department of Information Resources.
2. In the event of a breach of Grantee's representations and warranties,Grantee will be liable for
direct,consequential,indirect,special,or liquidated damages and any other remedies to which
System Agency may be entitled under.this Contract and other-applicable law. This remedy is
cumulative of any other remedies to which System Agency may be entitled under this
Contract and other applicable law.
Section 1.16 Child Abuse Reporting Requirement. '
a. Grantees shall comply with child abuse_and neglect reporting requirements in Texas Family Code
Chapter 261.This section is in addition to and does not supersede any other legal obligation of the
Grantee to report child abuse.
b. Grantee shall develop, implement and enforce a Written policy that includes at a minimum the
System Agency's Child Abuse Screening, Documenting, and Reporting. Policy for
Grantees/Providers and train all staff on reporting requirements.
c. Grantee shall use - the DSHS Child Abuse Reporting Form located at
www.dshs.state.tx.us/childabusereporting as required by the.System Agency. Grantee shall retain
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reporting documentation on site and make it available for inspection by System Agency.
d. If Grantee chooses to interview a client to determine if an affirmative defense to prosecution
exists, as defined by System Agency, which would allow them under the System Agency policy
to not make a report of child abuse, the Grantee shall conduct these interviews in the following
manner:
1. For ineligible clients,the interview shall be conducted after the entire WIC visit is done. For
eligible clients, the interview may occur at the point in time when all WIC activities,
including communication of eligibility and individual counseling, are completed with the
exception of food instrument issuance.
2. The interview shall be conducted only by a competent authority Or a supervisor and in a
confidential setting.
3. Prior to asking the client any questions, the interviewer shall inform the client that the
questions have no bearing on the client's WIC eligibility and receipt of services.
Section 1.17 Additional Requirements
a. Grantee shall comply with all applicable federal and state laws,rules,regulations,standards,and
guidelines in effect on the beginning date of this Attachment as amended, including, but not
limited to:
1. Unifonii Federal Assistance Regulations,7 CFR Parts 15, 15a, 15b,246,248,3016,3017 and
3018;
2. WIC Program and Farmers'Market Nutrition Program Rules,25 Texas Administrative Code,
§§31.11-31.37;and
3. Child Nutrition Act of 1966,as amended,42 USC 1786.
4. Uniform Grant Guidance Federal Regulations,2 CFR:Part 200;
b: The following documents are incorporated by reference and made a part of this Contract:
1. DSHS Standards for Public Health Clinic Services,revised August 2004,or latest revision;
2. USDA Food.and Nutrition Service(FNS)Guidelines;..
3. USDA FNS Instructions issued under the FNS Directives Management System.
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�G ac-A/2,7P/1 G e omBNdmbei; W00007
ExOration Date`0113112010
• ASSURANCES-NON-CONSTRUCTION PROGRAMS
Put7fsepartirig burden for this collection of information is estimated to average 15 minutes per response;including time for reviewing
tnst> ons,searching existing data soirees,gathering and maintaining the data needed,and completing and reviewing the collection of
information.Send comments regarding the burden estimate or any other aspect of this collection of information;lnduding suggestions for
reddag this burden.to the Office of Management and Budget,Paperwork Reduction Project(03400040),Washington;DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND
IT TOTHE:ADDRESS PROVIDED BY THE SPONSORING AGENCY.
N°rE: Certain of these assurances may not be applicable to your project or program.If you have questions,please contact the
• awarding agency.Further,certain Federal awarding agencies may require applicants to certify to additional assurances
If such Is the case,you will be notified.
As the duty authdrized representative of the.applicant,I certify that the applicant
1. Has the!eget authority to apply for Federal acststance Act 011973,as amended(29 U.S.C.§794),which
and the Institutional,managerial and financial caPability prohibits discrimination an the basis of handicaps;(d)
(including hinds sufficient to pay the non-Federal Share the Age Discrimination Act of 1975,as amended(42 U.
of project cost)to ensure proper planning,management S.C.§§6101.8107).Which prohibits discrimination on
and completion of the project described In this the basis of age;(e)the Drug Abuse Office and
application, Treatment Act of 1972(P,L 92-255),as'ainended,
2. WIIgive the awardingagency, reISting t6 nondiscrimination on the basis of drug
the Comptroller General abuse;(f)the Comprehensive Alcohol Abuse and
• of the United States and,if appropriate,the State, Alcoholism Prevention,Treatment and Rehabilitation
through any authorized representative,access to and Act of 1970(P.L 91-816),as amended, relating to •
the right to examine ell records,books,papers,or nondiscYimtnation on the basis of alcohol abuse or •
documents related to the award;end will establish a alcoholism;(g)§§523 and 527 of the Public Health
proper accounting system In accordance with generally Service Act of 1912(42 U.S C.§§290 dd-3 and 290
accepted accounting standards or agency directives. ea-3),as amended,relating to confidentialityiof alcohol
and drug abuse patient records;(h)Title VIII of the Civil
3, Will establish safeguards to prohibit employees from Rights Act of 1968(42 U.S.C.§§3601 et seq.),as
using their positions fora purpose that constitutes or amended,relating to nondiscrimination in the sale,
presents the appearance of personal or organizational rental or financing of housing;(1)any other •
conflict of interest,or personal gain. nondiscrimination provisions In the specific stalute(e)
. under which application(or,Federal assistance is being
4. Will Initiate and complete the work within the applicable made,and,(I)the requirements of any other
lime frame after receipt of approval of the awarding nondiscrimination statute(s)which may apply to the
agency. application.
5. Will comply with the Intergovernmental Personnel Act of 7. Wit campiY;or has already complied,with tlte.
1970(42 U.S.C:§64728-4763)relating to Prescribed requirement of Titles II and III of the Uniform
standards for merit systems for programa funded under Relocator Assistance and Real Property provide
Ilton
one of the 19 statutes or regulations specified in Policies Act of1970treatment
atm 91548)which provide for
Appendix A of OPM's Standards fora Merit System.of fair end proequperty
l t aqui ed of persons f Federal or
• Personnel Administ aUon(5 C F:R.900,Subpart F) whose prapery d programs as a These re uiFederal or
federally-assisted programs. requirements
Will apply.to all interests in real property acquired for
6
comply witty as Federal statutes relating to project purposes regardless of Federal participation in
nondiscrimination These Include but are not limited to.. purchases.
(a)Title VI of the Civl Rights Act of 1984(P.L.88-352)
which prohibits dlsatminaton on the basis of race,color B Will comply,as applicable,with provisions of the
or national origin;(b)Title IX of the Education Hatch Act(5 U.S.C.§§1501-1508 end 7324-7328)
Amendments of 1972,as amended(20 U,S.C.§§1681- which.flirt the political activities of employees whose
1683, and 1685-1685),which prohibits discrimination on principal employment activities ere funded in whole
the basis of sex;(c)Section 504 of the Rehabilitation or in part with Federal funds.
Previews Edition Usable Standen!Faen420 pray.747)
Authorized for Local Reproduction Prescribed by CMB cuwr.rA.to2
DocuSign Envelope ID 2E0079B8-F2CA-4064-8A95-8864BADBEB49
4. Wdl comply es applicable,with the provisions of the Davis- 13 Will assist the awarding agency In assuring compliance
Bacon Act(40 U S.0 §§278a to 2768.7) the Copeland Act with Section 106 of the National Historic Preservation
(40 U.S C §276c and 18 USC §874),and the Contract Act of 1986,as amended(18 U S C §470),ED 11593
Work Hours and Safety Standards Act(40 U S C.§§327- (identification and protection of historic
333),regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act�oand
f
construction subagreements 1974(16 U.S,C.§§469a-1 et seq.)
1) Will comply if applicable,with flood insurance purchase 14 Will comply with P.L 93-348 regarding the protection of
requirements of Section 102(e)of the Flood Disaster human subjects involved In research,development,and
Protection Act of 1973(P.1 93-234)which requires related activities supported by this award of assistance
recipients in a special flood hazard area to participate in the 15 MI comply with the Laboratory Animal Welfare Act of
program and to purchase flood insurance if the total cost of 1966(P.L 89-544,as amended,7 U.S C 2131 et
insurable construction and acquisition is 510,000 or more §§
seq.)pertaining to the care,handling and treatment of
11 Wdl comply with environmental standards which may be warm blooded animals held for research,teaching,or
prescribed pursuant to the following (a)institution of other activities supported by this award of assistance
environmental quality control measures under the National tb Wil complywith the Lead Basad Paint Poisoning
Policy Act of 1969(P.L.91-190)arid
Executive Order(ED)11514,(b)notification of violating Prevention Act(42 U.S.0 §§4801 el seq)which
facilities pursuant to EO 11738,(c)protection of wetlands prohibits the use of lead-based paint In construction of
pursuant to ED 11990'(d)evaluation of flood hazards In rehabitation of residence structures.
floodplain in accordance with EO 11988,(a)assurance of 17. Wit cause to be performed the
project consistency with the approved State management swathed finSingleancial el and
program developed under the Coastal Zone Managementcompl(ance audits of accordance B Ch ircular
rNoAudit
Act Amendments 1996 and OMB Clrcutar No A-133,
Act of 1972(16 U S C §§1451 et seq);(f)conformity of `Audits of States,Local Governments,and Non-Profit
Federal actions to State(Clean Air)Implementation Plans
Organizations"
under Sedan 178(c)of the Clean Air Act of 1955,as
amended(42 U.S C §§7401 et seq);(g)protection of 18 WA comply with a applicable requirements of all other
underground sources of drinking water under the Safe Federal laws,executive orders,regulations,and policies
Drinking Water Act of 1974,as amended(P.L 93-523), governing this program.
and,(h)protection of endangered species under the
Endangered Species Act 011973,as amended(P.L 93- 19. Wil comply with the requirements of Section 106(g)of
205). the Trafficking Victims Protection Act(TVPA)of 2000,as
amended(22 U.S.C.7104)which prohibits grant award
12 Will comply with the Wdd and Scenic Rivers Act of recipients or a subrecient (1)from( )Engaging to severe
1968(16 U.S.C.§§1271 et seq.)related to protecting forms of trafficking in persons during the period of time
components or potential components of the national that the award is in effect(2)Procuring a commercial
wild and scenic rivers system.n sex act during the period of lime that the award is In
effect or(3)Using forced labor in the performance of the
award or subawards under the award.
SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL 1 T1Tll
ie/zy /,'74n4 et'
APPLICANT ORGANIZATION DATE SUBMITTED
.-- — ice:. _ _ 1 -5-17
Itda Fenn p1«
.747)Bock
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•
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`'i TEXAS DEPARTMENT OF STATE HEALTH SERVICES
•
CERTIFICATION REGARDING LOBBYING
CERTIFICATION FOR CONTRACTS,GRANTS,LOANS AND COOPERATIVE
AGREEMENTS
The undersigned certifies,to the best of his or her knowledge and belief that:
(I) No federal appropriated funds have been paid or will be paid,by o r on behalf of the undersigned,to
any person for influencing or attempting to influence an officer or an employee of any agency,a
member of congress,an officer or employee;of congress,or an employee of a member of congress in -
connection with the awarding of any federal contract,the making of any federal grant,the making of
any federal loan, the entering into of any cooperative agreement,and the extension,continuation,
renewal,amendment,or modification of any federal contract,grant,loan,or cooperative agreement.
(2) If any funds other than federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency,a member of congress
federal contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit,an
officer or employee of congress,or an employee of a member of congress in connection with this
Standard Fort-I 1,"Disclosure Form to Repon Lobbying,"in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the-award
documents far all subawards at all tiers(including subcontracts,subgrants,and contracts under grants,
loans and cooperative agreements)and that all subrecipients shall certify and disclose accordingly.-
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into.Submission of this certification is a prerequisite for making or entering into this
transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less that 510,000 and not more Than 5100,900 for each
such failure.
- 5- 1'7 •
Signature Date
la,_q, c / p s e
Print Namalof AuthoriQ Individual
a, ' 7-: 0 4' FPoo - 00/
Application or Contract Number /
�,P94'-r eA Jc �
Organization Name
. ga✓Ii Cr j' (72.4
fGr ,1�, e Ai ea /� irc ' zy)
CSCU 0 EF29-12374-Revised 212006
DocuSign Envelope ID:2E0079B8-F2CA-4064-8A95-B884BADBEB49
ZaCkrie ',
Fiscal Federal Funding Accountability and Transparency Act
(FFATA)CERTiFICATI'ON
.
The certifications enumerated below represent material'facts"upon which DSHS.relies when reportint
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 certiiications_provided for below were
erroneous when submitted or have since become erroneous by reason of changed dreumstances.lfgg
Omar cannot certify:all of the statements contained in this section. Slane must provide written
notice to,DSHS dei il(l q which of the below¢tatter nts it cannot cert nd w .
Legal Name of Contractor. FFATA Contact#1 Name,Email and Phone Number..
Constance Sanchez
Corpus Christi-Nueces County Public Health District Constancepticctexas.corn
361-826-3227
Primary Address of Contractor FFATA Contact 112 Name,Email'and Phone Number •
1702 Horne Road Blandina Costley
Corpus Christi,:TX 78416-1902 Blandlnecgacctexas.cam
•
361-826-7232 •
ZIP Code:9-digits Required www.usas.com DUNS Number.9-digits Required www.sam.eov
7. 81411 6 -; 1 __ 91012 ] 01619 4: :5 717 8T61 •
State of Texas Comptroller Vendor identification Number(VIN)14 Digits
11.7 41601010 51714. 1. 1012 71
Printed Name of Authorized Representative Signature of Authorized Representative
Margie Rose 6,•. n e _ ,
Title of Authorized Representative Date
City Manager [7
-1-
Department of State Health Bandeau Fenn 4734-June 2013
•
. DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49
Fiscal Federal Funding Accountability and Transparency Act
(FFATA)CERTIFICATION
As the duly authorized representative(Signor)of the Contractor,I hereby certify that •
thestatements 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?0 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"8":
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?0 Yes g 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 "8", skip question "C" and finish the
certification.
•
C.Certification Reeardine 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 US.C..78m(a),78o(d))or section 6104 of the
Internal Revenue Code Of.1986?0 Yes • ❑No
•
If your answer is"Yes"to this question,where.can this information be accessed?
If your answer is "No" to this question, you must provide the names and total
compensation of the top five highly compensated officers below.
• For example: •
• John Blum:S000 ;Mary Redd:50000;6k Gont:400000;Todd Platt 300000;
Sally Tom:300000
Provide compensation information here:
•
-2,
Department or State Health Services Form 4734—Juno 2013
•
DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49
t
!lib Couirat.l Nu.2017-049S06-D01
DATA USE AGREEMENT
BETWEEN THE
TEXAS HEALTH AND HUMAN SERVICES ENTERPRISE
AND
CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT("CoNTRAcrOR")
This Data.Use Agreement("DUA"),effective as of the date;signed below("Effective Date"),is
entered into by and between the Texas Health and Human Services Enterprise egeney. TEXAS
DEPARTMENT OF STATE HEALTH SERVICES ("HHS"), and CORPUS CHRISTI-NUECES
COUNTY PUBLIC HEALTH DISTRICT, a political subdivision of theState of Texas .
• ("CONTRACTOR"),end incorporated into.the terms of HHS Contract No.2017-049800- 001,in Travis
County,Texas(the"Base Contract").
ARTICLE I.
PURPOSE;APPLICABILITY;ORDER OF PRECEDENCE
The purpose of this DUA is to facilitate creation,receipt,maintenance,use,disclosure or access
to Confidential lnformntion with CONTRACTOR,and describe CONTRACTOR's rights and obligations
with respect to the Confidential Information.45 CFR 164,504(e)(1)-(3)•This DUA also describes HHS's
remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA.This
DUA applies to bath Business Associates and contractors who are not ousiness Associates who create,
receive, maintain, use, disclose or have-access to Confidential Information on behalf of HHS, its
programs or clients as described hi the Base Contract.
As of the Effective Date of this DUA, if any provision of the Base Contract, including any
General Provisions or Uniform Terms and Conditions,conflicts with this DUA,this DUA controls.
ARTICLE 2.
DEFINITIONS
For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the
following: Health Insurance Portability and Accountability Act of 1996,Public Law 104-191 (42 U.S.C.
§I320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments,
regulations and guidance issued'thereafter,The Social Security Act, including Section 1 137 (42 U.S.C.
§§1320b-7),Title XVI of the Act;The Privacy Act of 1974,as amended by the Computer Matching and
Privacy Protection Act of 1988,5 U.S.C.§552a and regulations and guidance thereunder;Internal Revenue
Code,Title 26 of the United States Code and regulations and publications adopted under that code,including
IRS Publication 1075; OMB Memorandum 07-18;Testas Business and Commerce Code Ch.521;Texas
Government Code,Ch.552,and Texas Government Code§2054.1125.In addition,the following terms in
this DUA['redefined as follows:
"Authorized Purpose"means the specific purpose or purposes described in the Statement of Work
of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract,or any other
purpose expressly authorized by HHS in writing in advance.
"Authorized User"means a Person:
(1) Who is authorized to create, receive, Maintain,have access to, process, view, handle,
examine,interpret,or analyze Confidential Information pursuant to this DUA;
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(2) For whom CONTRACTOR warrants and represents has a demonstrable need to create,
receive,maintain,use,disclose or have access to the Confidential Inforination;and
(3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to
the Confidential Information as required by this DUA.
"Confidential Information" means any communication or record (whether oral, written,
electronically stored or transmitted, or in any other form) provided to or made available to
CONTRACTOR, or that CONTRACTOR may, for an Authorized Purpose, create,receive, maintain,use,
disclose or have access to, that consists of or includes any or all of the following:
(1) Client Information;
(2) Protected Health Information in any form including without limitation, Electronic
Protected Health Information or Unsecured Protected Health Information(herein"PHI");
(3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch.521;
(4) Federal Tax Information;
(5) Individually Identifiable HealthInformationas related to HIPAA, Texas HIPAA and
Personal Identifying Information under the Texas Identity Theft Enforcement and Protection Act;
(6) Social Security Administration Data, including, without limitation, Medicaid
information;
(7) All privileged work product;
(8) All information;designated as confidential under the constitution and laws of the State.of
Texas and of the United States,.including the Texas Health & Safety Code and the Texas Public
Information Act,Texas Government Code,Chapter 552.
"Legally Authorized Representative" of the Individual, as defined by Texas law, including as
provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6);
Tex.H.&S.Code§166.164;and Estates Code Ch.752.
ARTICLE 3.
CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION
3.01 Obligations of CONTRACTOR
CONTRACTOR agrees that:
(A) CONTRACTOR will exercise reasonable care and no less than the same degree of
care CONTRACTOR uses to protect its own confidential,proprietary and trade secret information to
prevent any portion of the Confidential Information from being used in a manner that is not expressly
an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(b)(1); 45 CFR
164.514(d)
(B) Except as Required by Law, CONTRACTOR will not disclose or allow-access to
any portion of the Confidential Information to any Person or other entity, other than Authorized
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User's Workforce or Subcontractors(as defined in 45 C.ER.160.103)of CONTRACTOR who have
completed training in confidentiality,privacy,security and the importance of promptly reporting any
Event or Breach to CONTRACTOR's management, to carry out CONTRACTOR'S obligations in
connection with the Authorized Purpose.
HHS, at its election, may assist CONTRACTOR in training and education on specific or unique
HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of
completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health & Safety
Code§181.101
(C) CONTRACTOR will establish, implement and maintain appropriate sanctions
against any member of its Workforce or Subcontractor who fails to comply with this DUA,the Base
Contract or applicable:law CONTRACTOR will maintain evidence of sanctions and produce it to
HHS upon request.45 CFR.164.308(a)(1)(ii)(C);164.530(e);164.410(6);164.530(b)(1)
(D) CONTRACTOR will not,except as otherwise permitted by this DUA, disclose:or
provide access to.any Confidential Information on the basis that such act is Required by Law
without notifying either HHS or CONTRACTOR's own legal counsel to determine whether
CONTRACTOR should object to the disclosure or access and seek appropriate relief
CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and
provide such accounting to HHS within 48 hours of HHS'request.45 CFR 164.504(e)(2)(ii)(A)
(E) CONTRACTOR will not attempt to re-identify or further identify'Confidential
Information or De-identified Information,Or attempt to contact any Individuals whose records are
contained in the Confidential Information, except for an Authorized Purpose, without express
written authorization from HHS or as expressly permitted by the Base Contract. 45 CFR
164.502(d)(2)(1) and (ii) CONTRACTOR will not engage in prohibited marketing or.sale of
Confidential Information.45 CFR 164.501,164.508(a)(3)and(4);Texas Health&Safety Code Ch.
181.002
(F) CONTRACTOR will not permit,or enter into any agreement with a Subcontractor
to,create,receive,maintain,use,disclose;have access to or transmit Confidential Information to
carry out CONTRACTOR'S obligations in connection with the Authorized Purpose on behalf of
CONTRACTOR, unless Subcontractor agrees to comply with all applicable laws, rules and
regulations.45 CFR 164.502(a)(1)(ii);164.504(e)(1)(i)and(2).
(G) CONTRACTOR is directly responsible for compliance:with, and enforcement of,
all conditions for creation, maintenance; use, disclosure, transmission and Destruction of
Confidential Information and the acts or omissions of Subcontractors as may be reasonably
necessary to prevent unauthorized use.45 CFR 164.504(e)(5);42 CFR 431.300,et seq.
(H) If CONTRACTOR maintains PHI in a Designated Record Set which is Confidential
Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a
Designated Record Set upon request.CONTRACTOR will provide PHI to an Individual.or Legally
Authorized Representative Of the Individual who is requesting PHI. in compliance with the
requirements of the HIPAA Privacy-Regulations. CONTRACTOR will release PHI in accordance
with the HIPAA Privacy Regulations upon receipt of a valid written authorization.CONTRACTOR
will make other Confidential Information in CONTRACTOR's possession available pursuant to the
requirements of HIPAA or other applicable law upon a determination of a.Breach of Unsecured PHI
as defined in HIPAA. CONTRACTOR will maintain an accounting of all such disclosures and
provide it to HHS within 48 hours of HHS'request.45 CFR 164.524and 164.504(e)(2)(ii)(E).
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lll[S Contract No.2017-049800-001
(I) If PHI is subject to this Agreement,CONTRACTOR will make PHI as required by
HIPAA available to HHS for review subsequent to CONTRACTOR's incorporation of any
amendments requested
pursuant to HIPAA.45 CFR I64.5O4(e)(2)(ii)(E)and(F).
(J) If PHI is subject to this Agreement, CONTRACTOR will document and make
available to HHS the PHI required to provide access,an accounting of disclosures or amendment in
compliance with the requirements of the HIPAA Privacy Regulations.45 CFR 164.504(e)(2)(ii)(Ci)
and 164.528.
(K) If CONTRACTOR.receives a request for access, amendment or accounting of
PHI from an individualwith a right of accessto information subject to this DUA,it will respond
to such request in compliance with the HIPAA Privacy Regulations. CONTRACTOR will ,-.
maintain an accounting of all responses to requests for access to or amendment of PHI and
provide it to_HHS within 48 hours of IIHS'request.45 CFR 164.504(e)(2).
(L) CONTRACTOR will provide, and will cause its Subcontractors and agents to
provide, to HHS periodic written certifications of compliance with controls and provisions
relating to information privacy, security and breach notification, including without limitation
information related to data transfers and the handling and disposal of Confidential Information.
45 CFR 164.308;164.530(c);1 TAC 202.
(M) Except as otherwise limited by this DUA,the Base Contract,or law applicable to
the Confidential Information, CONTRACTOR may use PHI for the proper management and
administration of CONTRACTOR or to carry out CONTRACTOR's legal responsibilities.
Except as otherwise limited by this DUA,the Base Contract,or law applicable to the Confidential
Information.CONTRACTOR may_disclose PHI for the proper management and administration of
CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if: 45 CFR
164.504(e)(4)(A).
(1) Disclosure is Required by Law, provided that CONTRACTOR complies with
Section 3.01(D);or
(2) CONTRACTOR obtains reasonable assurances from the person or entity to which
the information is disclosed that the person or entity will:
(a)Maintain the confidentiality of the Confidential Information in accordance with this
DUA;
(b) Use or further disclose the information only as Requited by Law or for the
Authorized Purpose for which it was disclosed to the Person;and
(c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of
'Confidential Information of which the Person discovers or should have discovered with
the exercise of reasonable diligence.45 CFR 164.504(e)(4)(ri)(B).
(N) Except as otherwise limited by this DUA,CONTRACTOR will,if required by law
and requested by HHS,use commercially reasonable efforts to use PHI to provide data aggregation
services to HHS,as that term is defined in the HIPAA,45 C.F.R.§164.501 and permitted by HIPAA.
45 CFR 164.504(e)(2)(0(B)
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(0) CONTRACTOR will, on the termination or expiration of this DUA or the Base
Contract, at its expense, send.to HHS Or Destroy, at HHS's election and to the extent reasonably
feasible and permissible by law, all Confidential Information received from HHS or created or
maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's
behalf if that data contains Confidential Information.CONTRACTOR will certify in.writing to HHS
that all the Confidential Information that has been created,received, maintained, used by or
disclosed to CONTRACTOR,has been Destroyed or sent to HHS,and that CONTRACTOR and its -
agents and Subcontractors-have retained no copies thereof. Notwithstanding the foregoing, HHS
acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any
Confidential.Information if federal law,state law,the Texas State Library and Archives Commission
records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction. If
such delivery Or Destruction is not reasonably feasible,or is impermissible by law,CONTRACTOR
will immediately notify.HHS of the reasons such delivery or Destruction is not feasible,and agree to
extend indefinitely the protections of this DUA to the Confidential Information and limit its further
uses and disclosures to the purposes that make the returndelivery or Destruction of the Confidential
Information not feasible for as long as CONTRACTOR maintains such Confidential Information.45
CFR 164.504(e)(2)Ci)(.J)
(P) CONTRACTOR will create, maintain,. use, disclose, transmit or Destroy
Confidential Information in a secure fashion that protects against any reasonably anticipated threats
or hazards to the Security or integrity of such information or unauthorized uses. 45 CFR 164:306,,
164.530(c)
(Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential
Information,CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the
HHS information security and privacy initial inquiry(SPI)at Attachment 1 .The SPI identifies basic
privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential
Information. CONTRACTOR will comply with periodic security controls compliance assessment
and monitoring by HHS.as required by state and federal law, based on the type of Confidential
Information CONTRACTOR creates,receives,maintains,uses,discloses or has access to and the
Authorized Purpose and level of risk CONTRACTOR's security controls will be based on the
National Institute of Standards and Technology(NIST)Special Publication 800-53.CONTRACTOR
will update its security .controls assessment whenever there are significant changes in security
controls for HHS Confidential Information and will provide the updated document to HHS. HHS
also reserves the right to request updates as needed to ;satisfy state and federal monitoring
requirements.45 CFR 164.306.
(R) CONTRACTOR will establish, implement and Maintain reasonable procedural,
administrative, physical and technical. safeguards to preserve and maintain the confidentiality,
• integrity,and availability.of the Confidential Information, and with respect to PHI as described in
the HIPAA Privacy and Security Regulations, or:other applicable laws or regulations relating Ito
Confidential Information, to prevent any unauthorized use or disclosure of Confidential
Information as long as CONTRACTOR has such Confidential Information in- its actual or
constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical
safeguards);164.312(technical safeguards);164.530(c)(privacy safeguards).
(S) CONTRACTOR will designate and identify, a Person or Persons, as Privacy
Official 45 CFR 164.530(a)(1)and Information.Security Official,each of whom is authorized to act
on behalf of CONTRACTOR and is responsible for the development and implementation of the
privacy and security requirements in this DUA. CONTRACTOR will provide name and current
address,phone number and e-mail address for such designated officials to HHS upon execution of
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this DUA and prior to any change.If suchpersons fail to develop and implement the requirements of
the DUA,CONTRACTOR will replace them upon HHS request.45 CFR 164.308(a)(2).
(T) CONTRACTOR represents and warrants that its Authorized Users each have a
demonstrated need to know and have access to Confidential Information solely to the minimum
extent necessary to accomplish the Authorized Purpose pursuant to this DUA and-the Base Contract,
and further,-that each has agreed in writing to be bound by the disclosure and use limitations
pertaining to the Confidential Information contained in this DUA.45 CFR 164.502;164.514(d).
(U) CONTRACTOR and its Subcontractors will maintain an updated, complete,
accurate and:numbered list of Authorized Users,their signatures,titles and the date they agreed to
be bound by the terms of this DUA,at all times and supply it to HHS,as directed,upon request.
(V) :CONTRACTOR will implement, update as necessary, and document reasonable .
and appropriate policies and proceduresfor privacy,security and Breach of Confidential Information
and an incident response plan for an Event or Breach, to comply with the privacy, security and
breach notice requirements of this DUA prior to conducting work under the Statement of Work 45
CFR 164.308;164.316;164.514(d);164:5300)(1).
(W) CONTRACTOR will produce copies of its information security and privacy
policies and procedures and records relating to the use or disclosure of Confidential Information
received from; created by, or received, used or disclosed by CONTRACTOR for an:Authorized
Purpose for HHS's review and approval within 30 days of execution of this DUA and upon request
by HHS the following business day or other agreed upon time frame.45 CFR 164.308;164.514(d).
(X) CONTRACTOR will make available to HHS_any information HHS requires to
fulfill HHS's obligations to provide access to,or copies of,PHI in accordance with HIPAA and other
applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide
such information in a time and manner reasonably agreed upon or designated by the Secretary of
the U.S. Department of Health and Human Services, or-other federal or state law. 45 CFR -
164.504(e)(2)(i)(1)
(Y) CONTRACTOR will only conduct secure transmissions of Confidential
Information whether in paper, oral or electronic foim, in accordance with applicable rules,
regulations and laws. A secure transmission of electronic Confidential Informationin motion
includes,but is not limited to,Secure File Transfer Protocol(SFTP)or Encryption at an appropriate
• level. If required by rule, regulation or law, HHS Confidential Information at rest requires
Encryption unless there is other adequate administrative, technical, and physical security. All
electronic data transfer and communications of Confidential Information will be through secure
systems.Proof of system,media or device security.and/or Encryption must be produced to HHS no
later than 48 hours after HHS's written request in response to a compliance investigation,audit or the
Discovery of an Event or Breach. Otherwise,requested production of such proof will be made as
agreed upon by the parties.De-identification of HHS Confidential Information is a means of security.
With respect to de-identification of PHI, "secure" means do-identified according to HIPAA Privacy
standards and regulatory guidance.45 CFR 164.312;164.530(d).
(Z) For each type of Confidential Information CONTRACTOR creates, receives,
maintains,uses,discloses,has access to or transmits in the performance.of the Statement of Work,
CONTRACTOR will comply with the following laws rules and regulations, only to the extent
applicable and required by law:
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• Title 1,Part 10,Chapter 202,Subchapter B,Texas Administrative Code;
• The Privacy Act of 1974;
• OMB Memorandum 07-16;
• The Federal Information Security Management Act of 2002(FISMA);
• The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as
defined in the DUA;
• Internal Revenue Publication 1075 — Tax Information Security Guidelines for
Federal,.State and Local Agencies;
• National Institute of Standards and Technology(NIST) Special Publication 800-
66 Revision 1 —An Introductory Resource Guide for Implementing the Health
Insurance Portability and Accountability Act(HIPAA)Security Rule;
• NIST Special Publications 800-53 and 800-53A — Recommended Security
Controls for Federal Information Systems and Organizations, as currently
revised;
• NIST Special Publication 800-47 - Security Guide for Interconnecting
Information Technology Systems;
• NIST Special Publication 800-88,Guidelines for Media Sanitization;
• NIST Special Publication 800-111,Guide to Storage of Encryption Technologies
for End User Devices containing PHI;and
Any other State or Federal law, regulation, or administrative rule relating to the specific HHS
program area that CONTRACTOR supports on behalf of HHS.
(AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat any
Personal Identifying Information it creates, receives, maintains, uses, transmits, destroys and/or
discloses in accordance with Texas Business and Commerce Code,Chapter 521 and other applicable
regulatory standards identified in Section 3.01(Z), and Individually Identifiable Health Information
CONTRACTOR creates, receives, maintains, uses, transmits, destroys and/or discloses in
accordance with HIPAA and other applicable regulatory standards identified in Section 3.01(Z).
ARTICLE 4.
BREACH NOTICE,REPORTING AND CORRECTION REQUIREMENTS
4.01 Breach or Event Notification to HHS.45 CFR 164.400-414.
(A) CONTRACTOR will cooperate fully with HHS in investigating, mitigating to the
extent practicable and issuing notifications directed by HHS, for any Event or Breach of
Confidential Information to the extent and in the manner determined by HHS.
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(B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and
continues aslong as related activity continues,until all effects.of the Event are mitigated to HHS's
reasonable satisfaction(the"incident response period").45 CFR 164.404.,
(C) Breach Notice:
(1) Initial Notice.
(a) For federal information, including without limitation, Federal Tax
Information, Social Security Administration Data, and Medicaid Client
Information; within the.first, consecutive clock hour of Discovery, and.for all
other types of Confidential Information not more than 24 hours after Discovery,
or in a timefiameotherwise approved by HHS in writing,initiallyreport to HHS's
Privacy and Security Officers via email at:,privacy@HHSC.state.tx:us and to the
HITS division responsible for this DUA; and IRS Publication 1075;Privacy Act
of 1974, as amended by the computer Matching and Privacy Protection Act of
1988, 5 U.S.C.§ 552ä; .OMB Memorandum 0746 as cited in HHSC-CMS
Contracts for information exchange.
(b) Report all information reasonably available to CONTRACTOR
about the Event or Breach of the privacy or security of Confidential Information.
45 CFR 164 410.
(c) Name, and provide contact information to HHS for,-
CONTRACTOR's single point of contact who will communicate with HHS both
on and off business hours during the incident response period.
(2) Formal Notice. No later than two business days after the Initial Notice
above,provide formal notification to privacy@HHSC.state.tx;us and to the HHS division
responsible for this DUA,including all reasonably available information about the Event or
Breach,and CONTRACTOR's:investigation,including without limitation and to the extent
available:For(a)-(m)below:45 CFR 164.400-414.
(a) The date the Event or Breach occurred;
(b) The date of CONTRACTOR's and, if applicable, Subcontractor's
Discovery;
(c) A brief description of the Event or Breach; including how it
occurred and who is responsible(or hypotheses,if not yet determined);
(d) A brief description of CONTRACTOR's investigation and the
status of the investigation;
(e) A description of the types and amount of Confidential Information
involved;
(f) Identification of and number of all Individuals reasonably believed
to be affected,including first and last name of the Individual and if applicable the,
Legally Authorized Representative,last known address, age,telephone number,
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and entail address if it is a preferred contact method, to the extent known or can
be reasonably determined by CONTRACTOR at that time;
(g) CONTRACTOR'S initial risk assessment of the Event or Breach
demonstrating whether individual or other notices are required by applicable
law or this DUA for HHS approval, including an analysis of whether there is a
low probability of compromise of the Confidential Information Or whether any
legal exceptions to notification apply;
(h) CONTRACTOR's recommendation for HHS's approval as to the
steps Individuals and/or CONTRACTOR on behalf of Individuals;should take to
protect the Individuals from potential harm, including without limitation
CONTRACTOR's provision of notifications,credit protection,claims monitoring,.
and any specific protections for a Legally.Authorized Representative to take on
behalf of an Individual with special capacity or circumstances;
(i) The steps CONTRACTOR has taken to mitigate the harm or
potential harm caused (including without limitation the provision of sufficient
resources to mitigate);
(j) The steps CONTRACTOR has taken, or will take, to prevent or
reduce the likelihood of recurrence of a similar Event or Breach;
(k) Identify, describe or estimate the. Persons, Workforce.
Subcontractor,or Individuals and any law enforcement that may be involved in
the Event or Breach;
(1) A reasonable schedule for CONTRACTOR to provide regular
updates,during normal business hours to the foregoing in the future for response
to the Event or Breach, but no less than every three (3) business days or as
otherwise directed by HHS, including information about risk .estimations,
reporting,notification,if any,mitigation,corrective action,root cause analysis and
when such activities are expected to be completed;and
(m) Any reasonably available, pertinent information, documents or
reports related to an Event or Breach that HHS requests following Discovery.
4.02 Investigation,Response and Mitigation.45 CFR 164.308,310 and 312; 164,530
(A) CONTRACTOR will immediately conduct a full and complete investigation,
respond to the Event or Breach, commit necessary and appropriate staff and resources to
expeditiously respond,and report as required to and by HHS for incident response purposes and for
purposes of HHS's compliance with report and notification requirements, to the reasonable
satisfaction of HHS.
(B) CONTRACTOR will complete or participate in a risk assessment as directed by
HHS following an Event or Breach- and provide the final assessment, corrective actions and
mitigations to HHS for review and approval.
(C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or
proceedings by state and federal authorities,Persons and/or Individuals about the Event or Breach.
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(D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate
injunctive-relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any
Confidential Information, including complying with reasonable corrective action or measures, as
specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract.
4.03 . Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. &
Comm.Code§521.053;45 CFR 164A04(Individuals),164.406(Media); 164.408(Authorities)
(A) HHS may direct CONTRACTOR to provide Breach notification to Individuals,
regulators or third-parties,as specified by HHS following a Breach.
(B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to
CONTRACTOR.and to confirm that CONTRACTOR's notice meets all regulatory requirements
regarding the time,manner and content of any notification to Individualsregulators or third-parties,
or any notice required by other state or federal authorities:HHS shall have ten(10)business days to
provide said feedback to CONTRACTOR.Notice letters will be in CONTRACTOR's name and on
CONTRACTOR's letterhead, unless otherwise directed by HHS, and will contain contact
information,including the name and title of CONTRACTOR's representative,an email address and a
toll-free telephone number, if required by applicable law,•rule, or regulation, for the Individual to
obtain additional information.
(C) CONTRACTOR will provide HHS with copies of distributed and approved
communications.
(D) CONTRACTOR will have the burden of demonstrating to the reasonable
satisfaction of HHS that any notification required by HHS was timely made. If there are delays
outside of.CONTRACTOR's control, CONTRACTOR will providewritten documentation of the
reasons for the delay.
(E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the time
and manner reasonably requested by CONTRACTOR,cooperate and assist with CONTRACTOR's
information requests in order to make such notifications and reports.
ARTICLE 5.
STATEMENT OF WORK
"Statement of Work" means the services and .deliverables to be performed or provided by
CONTRACTOR,or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described
in detail in the Base Contract. The Statement of Work, including any future amendments thereto, is
incorporated by reference in this DUA as if set out word-for-word herein.
ARTICLE 6.
GENERAL PROVISIONS
6.01 Oversight of Confidential Information
CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor
CONTRACTOR's access to and creation, receipt, maintenance, use, disclosure of the Confidential
Information to confirm that CONTRACTOR is in compliance with this DUA.
6.02 HHS Commitment and Obligations
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MIS Contract No.20 F7-049500-001
HHS will not request CONTRACTOR to create, maintain, transmit, use or disclose PHI in any
manner that would not.be permissible,under applicable law if done by HHS.
6.03 HHS Right to Inspection
•
At any time upon reasonable notice to CONTRACTOR,or if HHS determines that CONTRACTOR
has violated this DUA,HHS,directly or through its agent,will have the right to inspect the facilities,.systems,
books and records of CONTRACTOR to monitor compliance with this DUA: For purposes of this
subsection,HHS's agent(s)include;without limitation,the HHS Office of the Inspector General or the Office
of the Attorney General of Texas,outside consultants or legal counsel or other designee.
6:04 Term;Termination of DUA;Survival
This DUA will.be effective on the date on which CONTRACTOR executes the.DUA, and will
terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is extended or
amended;this DUA shall be extended or amended concurrent with such extension or amendment.
• (A) HHS may immediately terminate this DUA and Base Contract upon a material
violation of this DUA.
(B) Termination or Expiration of this DUA will not relieve.CONTRACTOR of its
obligation to return or Destroy the Confidential Information'as set forth in this DUA and to continue
to safeguard the Confidential Information until such time as:determined by HHS: •
•
(C) If HHS determines that CONTRACTOR has violated a material term of this DUA;
HHS may in its sole discretion:
(1) • Exercise any of its rights including but not limited to reports, access and
inspection under this DUA and/or the Base Contract;or .
(2) Require CONTRACTOR to submit to.a Corrective Action Plan,including a
• plan for monitoring and plan for reporting, as HHS may determine necessary to maintain
compliance with this DUA;or
• (3) Provide CONTRACTOR with a reasonable period to cure the violation as
determined by HHS;•or
•
(4) - Terminate the DUA and Base-Contract immediately, and seek relief in a
court of competent jurisdiction in Texas.
Before exercising any of these options, HHS will provide written notice to CONTRACTOR
describing the violation, the requested corrective action CONTRACTOR may take to cure the •
alleged violation,and the action HHS intends to take if the alleged violated is not timely cured by
CONTRACTOR
•
(D) If neither termination nor cure is feasible, HHS shall report the violation to the
Secretary of the U.S.Department of Health and Human Services.
(E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the
expiration or termination of this DUA until all the Confidential Information is Destroyed or returned
to HHS,as required by this DUA. •
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6.05 Governing Law,Venue and Litigation
(A) Thevalidity, construction and performance of this DUA and the legal relations
among the Partiesto this DUA will be governed by:and construed in accordance with the laws of the
State of Texas.
(B) The Parties agree that the courts of Texas, will be the exclusive venue_for any
litigation,special proceeding or other proceeding as between the parties thatmay be brought,or arise
out of,or in connection With,or by reason of this DUA.
6.06 Injunctive Relief
(A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury
if CONTRACTOR or its Subcontractor fails to comply withany of the terms of this DUA with
respect to the Confidential Information or a provision.Of HIPAA or other laws or regulations
applicable to Confidential'Information.
(B) : CONTRACTOR further agrees that monetary damages may be :inadequate to
compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply, Accordingly,
CONTRACTOR agrees that 11115 will,in addition to any other remediesavailable to it at law or in
equity, be entitled to seek injunctive relief without posting a bond and without the necessity of .
demonstrating actual damages,to enforce the tends of this DUA
6.07 Responsibility:
To the extent permitted by the Texas Constitution,laws and rules,and without waiving any immunities or
:defenses available to CONTRACTOR as a governmental entity, CONTRACTOR shall be solely
responsible for its own acts and omissions arid the'acts'and omissions of its employees,directors,officers,
Subcontractors and agents.. HHS shall be solely responsible for its own acts and omissions.
6.08 Insurance
(A) As a governmental entity,and in accordance with the limits of the Texas Tort Claims
Act,Chapter 101 of the Texas Civil Practice and Remedies Code,CONTRACTOR either maintains
commercial insurance or self-insures with policy limits in an amount sufficient to cover
CONTRACTOR's liability arising under this DUA. CONTRACTOR will request that HHS be
named as an additional insured. HHSC reserves the right to consider alternative means for
CONTRACTOR to satisfy CONTRACTOR's finanrial.responsibility under this DUA. Nothing
herein shall relieve CONTRACTOR. of its financial obligations set forth in this DUA if
CONTRACTOR fails to maintain insurance.
(B) CONTRACTOR will provide HHS with written proof that required insurance
coverage is in effect,at the request of HHS.
6.08 Fees and Costs
Except as otherwise specified in this DUA or the Base Contract, if any legal action or other
proceeding is brought for the enforcement of this DUA,or because of an alleged dispute,contract violation,
Event,Breach, default, misrepresentation, or injunctive action,in connection with any of the provisions of
this DUA, each party will bear their own legal expenses and the other costincurred in that action or
proceeding.
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6.09 Entirety of the Contract
This DUA is incorporated by reference into the Base Contract as an amendment thereto and,
together with the Base Contract,constitutes the entire agreement between the parties.No change,waiver,
or discharge Of obligations arising under those documents will be valid unless in writing and executed by
the party against whom such change,waiver,or discharge is sought to be enforced.!flay provision of the
Base Contract,including any General Provisions or Uniform Terms and Conditions,conflicts with this
DUA,-this DUA controls. - .
6.10 Antonatle Amendment and Interpretation
If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA and/or
Confidential Information,or(ii)any change in the judicial or administrative interpretation diary such
law,regulation or rule„upon the effective date of such change,this DUA shall be deemed to have been
automatically amended, interpreted and read so that •the obligations imposed an HHS and/or
CONTRACTOR remain in compliance with such changes.Any ambiguity in this DUA will be resolved
in favor of a Meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law
applicable to Confidential Information.
ARTICLE 7.
AtrrttoRITY To ExEcvrE •
The Parties have executed this DUA in their capacities as stated below with authority to bind their
organizations on the data set fartli by their signatures.
•
IN WITNESS HEREOF,HHS and CONTRACTOR have each caused this AUA to be signed and
delivered by its duly authorized representative:
TEXAS HEALTH AND HUINAN SERVICES CONTRACTOR
BY: BY: .
NAME: NAItIE: l
fYJGi�'y e
TITLE: TITLE: `//4y /2 i Cal
fl'
DATE: .201 . DATE: l 5 .2017
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ATTACHMENT H
DSHS NON-EXCLUSIVE LIST OF APPLICABLE LAWS
Contractor is responsible for reviewing and complying with any applicable statutes,rules,regulations,
executive orders and policies. To the extent applicable to Contractor,Contractor shall comply with the
following:
a. Statutes,rules,regulations,and DSHS policy(and any of their subsequentamendments)that
collectively prohibit discrimination,exclusion from or limitation of participation in programs,
benefits or activities or denial of any aid,care,service or other benefit on the basis of race,color,
national origin,limited English proficiency,sex,sexual orientation(where applicable),disabilities,
age,substance abuse,political belief or religion:
1. Title VI of the Civil Rights Act of 1964,42 USC§§2000d et seq.;
2. Title IX of the Education Amendments of 1972,20 USC§§ 1681-1683,and 1685-1686;
3. Section 504 of the.Rehabilitation Act of 1973,29 USC§794(a);
4. Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.;
5. Age Discrimination Act of 1975,42 USC§§6101-6107;
6. Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act
of 1970,42 USC§290dd(b)(1);7)45 CFR Parts 80,84,86 and 91;
7. U.S.Department of Labor,Equal Employment Opportunity E.O. 11246;
8. Tex.Labor Code Chapter 21;
9. Food Stamp Act of 1977(7 USC§§2011 et seq.);
10. Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and
opportunity for religious organizations;
11. Drug Abuse Office and Treatment Act of 1972,21 USC§§ 1101 et seq.,relating to drug
abuse;
12. Public Health Service Act of 1912,§§ 523 and 527,42 USC§290dd 2,and 42 CFR pt.2,
relating to confidentiality of alcohol and drug abuse patient records;
13. Title VIII of the Civil Rights Act of 1968,42 USC§§3601 et seq.,relating to
nondiscrimination in housing;and
14. DSHS Policy AA-5018,Non-discrimination Policy for DSHS Programs;
b. Immigration Reform and Control Act of 1986,8 USC§ 1324a,and Immigration Act of 1990,8
USC 1101 et seq.,as amended by Public Law113-4(March 7,2013),regarding employment
verification;and Illegal Immigration Reform and Immigrant Responsibility Act of 1996;
c. Pro-Children Act of 1994,20 USC§§6081-6084,and the Pro-Children Act of 2001,20 USC§
7183,regarding the non-use of all tobacco products;
d. National Research Service Award Act of 1971,42 USC§§289a-1 et seq.,and 6601 (Pl.93-348
and P.L. 103-43),regarding human subjects involved in research;
e. Hatch Political Activity Act,5 USC §§ 1501-1508 and 7324:26,which limits the political activity
of employees whose employment is funded with federal funds;
f. Fair Labor Standards Act,29 USC§§201 et seq.,and the Intergovernmental Personnel Act of
1970,42 USC§§4701 et seq.,as applicable,concerning minimum wage and maximum hours;
g. Texas Government Code Chapter 469 pertaining to eliminating architectural barriers for persons
with disabilities;
h. Texas Workers'Compensation Act,Texas Labor Code Chapters 401.406,and 28 Texas
Administrative Code(TAC)pt.2,regarding compensation for employees'injuries;
i. The Clinical Laboratory Improvement Amendments of 1988,42 USC§263a,regarding the
regulation and certification of clinicallaboratories;
j. The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29
CFR§1910.1030,or Title 25 Tex.Admin Code Chapter 96 regarding safety standards for
handling blood borne pathogens;
k. Laboratory Animal Welfare Act of 1966,7 USC§§2131 et seq.,pertaining to the treatment of
laboratory animals;
1. Environmental standards pursuant to the following:
v.02.01.2016 Page 1
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ATTACHMENT H
DSHS NON-EXCLUSIVE LIST OF APPLICABLE LAWS
1. Institution of environmental quality control measures under the National Environmental
Policy Act of 1969,42 USC§§4321-4347 and Executive Order 11514(35 Fed.Reg.4247),
"Protection and Enhancement of Environmental Quality;"
2. Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32),
"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control
Act with respect to Federal Contracts,Grants,or Loans;"
3. Protection of wetlands pursuant to Executive Order 11990,42 Fed.Reg.26961;
4. Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed.
Reg.26951 and,if applicable,flood insurance purchase requirements of Section 102(a)of the
Flood Disaster Protection Act of 1973 (P.L.93-234);
5. Assurance of project consistency with the approved State Management program developed
under the Coastal Zone Management Act of 1972, 16 USC§§ 1451 et seq.;
6. Federal Water Pollution Control Act,33 USC§§ 1251 et seq.
7. Protection of underground sources of drinking water under the Safe Drinking Water Act of
1974,42 USC§§ 300f-300j;
8. Protection of endangered species under the Endangered Species Act of 1973, 16 USC§§ 1531
et seq.;
9. Conformity of federal actions to state clean air implementation plans under the Clean Air Act
of 1955,42 USC§§7401 et seq.;
10. Wild and Scenic Rivers Act of 1968, 16 USC§§ 1271 et seq.,related to protecting certain
river systems;and
• m. Lead-Based Paint Poisoning Prevention Act,42 USC.§§4821 et seq.,prohibiting the use of lead-
based paint in residential construction or rehabilitation;
n. Intergovernmental Personnel Act of 1970,42 USC§§4278-4763,regarding personnel merit
systems for programs specified in Appendix A of the federal Office of Program Management's
Standards for a Merit System of Personnel Administration,5 CFR Part1200 et seq;
o. Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act
of,42 USC§§4601 et seq(PL 91-646),relating to fair treatment of persons displaced or whose
property is acquired as a result of Federal or federally-assisted programs;
p. Davis-Bacon Act,40 USC§§3141-3148;
q. Copeland Act,40 USC§§276c and'18 USC§874;
r. Contract Work Hours and.Safety Standards Act,40 USC§3702 et seq.,regarding labor standards
for federally-assisted construction subagreements;
s. National Historic Preservation Act of 1966,§ 106,16 USC§470;Executive Order 11593;and the
Archaeological and Historic Preservation Act of 1974(16 USC§§469a-1 et seq.)regarding
historic property to the extent necessary to assist DSHS in complying with the Acts;
t. Trafficking Victims Protection Act of 2000,Section 106(g)(22 USC§7104);
u. Executive Order 13513(Oct. 1,2009),Federal Leadership on Reducing Text Messaging While
Driving,October 1,2009,if required by a federal funding source of this Contract;
v. Whistleblower Protection Enhancement Act(5 U.S.C.2302(b)(8))and Texas Whistleblower Act
(Tex.Gov.Code Chapter 554);and
w.Requirements of any other applicable state and federal statutes,executive orders,regulations,rules
and policies.
v.02.01.2016 Page 2
Fiscal Federal Funding Accountability and Transparency Act
(FFATA) CERTIFICATION
As the duly authorized representative (Signor) of the Contractor, I hereby certify that
the statements made by me in this certification form are true, complete and correct to
the best of my knowledge.
Did your organization have a gross income, from all sources, of less than $300,000 in
your previous tax year? ❑ Yes ❑x No
If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification.
If your answer is "No", answer questions "A" and "B".
A. Certification Regarding%of Annual Gross from Federal Awards.
Did your organization receive 80% or more of its annual gross revenue from federal
awards during the preceding fiscal year? n Yes ❑x No
B. Certification Regarding Amount of Annual Gross from Federal Awards.
Did your organization receive $25 million or more in annual gross revenues from federal
awards in the preceding fiscal year? n Yes x No
If your answer is "Yes" to both question "A" and "B", you must answer question "C".
If your answer is "No" to either question "A" or "B", skip question "C" and finish the
certification.
C. Certification Regarding Public Access to Compensation Information.
Does the public have access to information about the compensation of the senior
executives in your business or organization (including parent organization, all branches,
and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the
Internal Revenue Code of 1986? n Yes ❑ No
If your answer is"Yes"to this question,where can this information be accessed?
If your answer is "No" to this question, you must provide the names and total
compensation of the top five highly compensated officers below.
Provide compensation information here:
-2-
Department of State Health Services Form 4734—June 2013
Fiscal Federal Funding Accountability and Transparency Act
(FFATA) CERTIFICATION
The certifications enumerated below represent material facts upon which DSHS relies when reporting
information to the federal government required under federal law. If the Department later determines
that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available
remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate
written notice to DSHS if at any time Signor learns that any of the certifications provided for below were
erroneous when submitted or have since become erroneous by reason of changed circumstances. If the
Signor cannot certify all of the statements contained in this section, Signor must provide written
notice to DSHS detailing which of the below statements it cannot certify and why.
Legal Name of Contractor: FFATA Contact#1 Name, Email and Phone Number:
Corpus Christi-Nueces County Public Health Constance Sanchez, Finance Director
District (City) constancep@cctexas.com
361-826-3227
Primary Address of Contractor: FFATA Contact#2 Name, Email and Phone Number:
1702 Horne Road Blandina costly
Corpus Christi , Texas 78416 blandinac@cctexas.com
ZIP Code:9-digits Required www.usps.com DUNS Number: 9-digits Required www.sam.gov
78416-1902 - Ub:45/y3b
State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits
07460005741027
Printed Name of Authorized Representative Signature of Authorized Representative
f—DocuSigned by:
Annette Rodriguez
4FC0D02742CE414
Title of Authorized Representative Date
Health Director 6/15/2017 1 11:47 AM CDT
- 1 -
Department of State Health Services Form 4734-June 2013
Docu,j ;
■ SECURED
Certificate Of Completion
Envelope Id:580495C5929C4B708357994B116AF74D Status:Completed
Subject:$2,025,262 DSHS Contract No.2017-049800-001A;CORPUS CHRISTI-NUECES COUNTY PHD;WIC-LOCALS(Resend)
Source Envelope:
Document Pages:20 Signatures:3 Envelope Originator:
Supplemental Document Pages:0 Initials:0 Jason Jahnke
Certificate Pages:4
AutoNav:Enabled Payments:0 1860 Michael Faraday Dr
Envelopeld Stamping:Enabled Reston,VA 20190
Time Zone:(UTC-06:00)Central Time(US& jason.jahnke@hhsc.state.tx.us
Canada) IP Address: 167.137.1.16
Record Tracking
Status:Original Holder:Jason Jahnke Location:DocuSign
6/1/2017 1 6:53 AM jason.jahnke@hhsc.state.tx.us
Signer Events Signature Timestamp
Ayeola Williams Completed Sent:6/1/2017 I 7:29 AM
Ayeola.Williams@hhsc.state.tx.us Viewed:6/12/2017 1 5:02 AM
Staff Attorney,System Contracting Signed:6/12/2017 1 5:03 AM
HHSC Using IP Address:65.95.117.21
Security Level:Email,Account Authentication Signed using mobile
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Charles Rotan Completed Sent:6/12/2017 I 5:03 AM
Charles.Rotan@dshs.state.tx.us Viewed:6/12/2017 18:38 AM
Manager V Signed:6/12/2017 1 8:38 AM
Texas Health and Human Services Commission Using IP Address: 160.42.85.8
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Patty Melchior Completed Sent:6/12/2017 I 8:38 AM
Patty.Melchior@dshs.state.tx.us Viewed:6/12/2017 I 1:15 PM
Resource Director Signed:6/12/2017 1 1:15 PM
Department State Health Services Using IP Address: 107.77.217.233
Security Level:Email,Account Authentication Signed using mobile
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Evelyn Delgado Completed Sent:6/12/2017 11:15 PM
evelyn.delgado@dshs.state.tx.us Viewed:6/13/2017 I 8:40 AM
Associate Commissioner-FCHS Signed:6/13/2017 1 8:40 AM
Texas Health and Human Services Commission Using IP Address: 107.77.198.167
Security Level:Email,Account Authentication Signed using mobile
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signer Events Signature Timestamp
Annette Rodriguez pDocuSigned by Sent:6/13/2017 I 8:40 AM
annetter@cctexas.com AA^e44e PotriVet Resent:6/14/201717:11 AM
`-4FC9D92742CE414
Health Director Viewed:6/15/2017 I 11:38 AM
Security Level:Email,Account Authentication Signed:6/15/2017 I 11:47 AM
(None) Using IP Address:64.201.138.170
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Bernie Rodriguez Completed Sent:6/15/2017 I 11:47 AM
bernie.rodriguez@hhsc.state.tx.us Viewed:6/19/2017 I 4:42 PM
Procurement Manager Signed:6/20/2017 I 3:31 PM
Texas Health and Human Services Commission Using IP Address: 167.137.1.15
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kirk Cole Completed Sent:6/13/2017 1 8:40 AM
kirk.cole@dshs.state.tx.us Resent:6/15/2017 1 11:47 AM
Associate Commissioner Viewed:6/15/2017 I 5:45 PM
Texas Health and Human Services Commission Using IP Address: 160.42.85.9 Signed:6/15/2017 1 5:47 PM
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
John Hellerstedt Completed Sent:6/20/2017 I 3:31 PM
John.Hellerstedt@dshs.state.tx.us Viewed:6/22/2017 1 12:56 PM
Commissioner Signed:6/22/2017 112:56 PM
Texas Health and Human Services Commission Using IP Address: 160.42.85.8
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Matthew Chaplin Completed Sent:6/22/2017 1 12:56 PM
Matthew.Chaplin@hhsc.state.tx.us Viewed:6/23/2017 110:48 AM
Texas Health and Human Services Commission Signed:6/23/2017 110:48 AM
Security Level:Email,Account Authentication Using IP Address: 167.137.1.14
(None)
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Karen Ray Completed Sent:6/23/2017 110:48 AM
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Heather Griffith Peterson ,DocuS'gnedby. Sent:6/30/2017 I 8:50 AM
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Cynthia Wright COPIED Sent:6/1/20171 7:29 AM
Cynthia.Wright@dshs.state.tx.us Viewed:6/1/2017 I 7:53 AM
Contract Manager
Texas Health and Human Services Commission
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Ellen Watkins COPIED Sent:6/1/2017 I 7:29 AM
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Texas Health and Human Services Commission
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Amy Greene COPIED Sent:6/1/2017 I 7:29 AM
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Contract Specialist V
Texas Health and Human Services Commission
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Susana Garcia COPIED Sent:6/1/2017 I 7:29 AM
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Unit Director
Texas Health and Human Services Commission
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William M.Uhlarik COPIED Sent:6/13/2017 I 8:40 AM
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Assistant Director of Public Health
Corpus Christi-Nueces County P.H.D.
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Pam Wells COPIED Sent:6/30/2017 I 8:50 AM
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Texas Health and Human Services Commission
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WlCcontracts@dshs.state.tx.us
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o
k.;70 )g,
TEXAS DEPARTMENT OF STATE HEALTH SERVICES
tk
P.O.Box 149347
Austin,Texas 78714-9347
1-888-963-7111
JOHN HELLERSTEDT,M.D. TTY: 1-800-735-2989
COMMISSIONER www.dshs.state.tx.us
May 31, 2017
Margie C. Rose
City Manager
Corpus Christi-Nueces County Public Health District(City)
1201 Leopard Street
Corpus Christi, TX 78401
Subject: Women, Infants and Children's (WIC)Nutrition Local Agency grant
Contract Number: 2017-049800-001A
Contract Amount: $2,025,262.00
Contract Term: October 1, 2016 -September 30, 2018
Dear Ms. Rose:
Enclosed is the FY2018 WIC Local Agency contract amendment between the Department of
State Health Services and Corpus Christi-Nueces County Public Health District.
The purpose of this contract is to provide WIC Local Agency services to low-income pregnant
and postpartum women, infants, and children identified to be at nutritional risk. Services include
eligibility determination, nutrition education/counseling and distribution of supplemental food
instruments.
This amendment, amongst other things, increases the contract by$1,012,631.00 for FY 2018 and
extends the contract end term to September 30, 2018.
Please let me know if you have any questions or need additional information.
Sincerely,
Cynthia Wright, CTCM
Contract Manager
512/776-3029
cynthia.wright@dshs.state.tx.us
An Equal Opportunity Employer and Provider
•