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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 fY ('8mm. aaaaaaaaaa 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 DocuSign Envelope ID:2E0079B8-F2CA-4064-8A95-8864BADBEB49 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 c'Pavedas to r, ,,et.(b(ice Ass "W, For Afto - 1171 O to SpI Aviv amino NdoI74 9soo.m1 U, v.0T0131i Pew 3013 SI @OIiNCI! y "A UMW 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 v.06.22.2016 Page 1 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 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. System Agency Contract No.2017-049800-001 v.06.22.2016 Page 2 i]ocuSign Envelope ID;2E0079B8-F2CA-4C64-8A95-88648ADBE849 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. System Agency Contract No.2017-049800-001 v.06.22.2016 Page.3 DomSign Envelope ID:2E0079B8-F2CA-4C84-8A95-8884BADBEB49 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 System Agency Contract No.2017-049800-001 v.06.2/2016 Page 4 DomSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 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. System Agency Contract No.2017-049800-001 v.06.22.2016 Page 5 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 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. System Agency Contract No.2017-049800-001 v.06.22.2016 Page 6 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 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. System Agency Contract No.2017-049800-001 v.06.22.2016 Page 7 DoceSign Envelope ID:.2E0079B8-F2CA-4C64-8A95-8864BADBEB49 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. System Agency Contract No.2017-049800-001 v.06.22:2016 Page 8 DocuSign Envelope ID:2E0C791313-F2CA-4C64-8A95-8864BADBEB49 cAe).7.e.IZ HHSC Uniform Terms end Condilions Version 2.13 Published and Effective:July 15,2016 Responsible OfTim Chief Counsel • , " ' 7 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 Grantee Uniform Terms and Conditions Page 2 of 19 v.06.03.16 DomSign Envelope ID:2E0C79B8-F2CA-4C64-8A95-8864BADBE849 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 Grantee Uniform Terms and Conditions Page 3 of 19 v.06.03.16 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 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 Grantee Uniform Terms and Conditions Page 4 of 19 v.06.03.16 DocuSign Envelope ID:2E0079138-F2CA-4C64-8A95-8664BADBEB49 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 Grantee Uniform Terms and Conditions Page 5 of 19 v.06.03.16 DomSign Envelope ID:2E0079B8-F2CA-4064-8A95-8864BADBEB49 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 Grantee Uniform Terms and Conditions Page 6 of 19 v.06.03.16 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-88648ADBEB49 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. Grantee Uniform Terms and Conditions Page 7 of 19 v.06.03.16 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 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. Grantee Uniform Terms and Conditions Page 8 of 19 v.06.03.16 • • DocuSign Envelope ID;2E0079B8-F2CA-4C64-8A95-88646ADBEB49 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 • Grantee Uniform Terms and Conditions Page 9 of 19 v.06.03.16 DocuSIgn Envelope ID:2EUC79B8-F2CA-4C64-8A95-8864BADBEB49 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. Grantee Uniform Terms and Conditions Page 10 of 19 v.06.03.16 • DocuSIgn Envelope ID:2E0079B8-F2CA-4064-8A95.8664BADBEB49 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. Grantee Uniform Terms and Conditions Page 11 of 19 v.06.03.16 DocuSign Envelope 1D:2E007988-F2CA-4C64-8A95-8864BADBEB49 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. Grantee Uniform Terms and Conditions Page 12 of 19 v.06.03.16 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 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 Grantee Uniform Terms and Conditions Page 13 of 19 v.06.03.16 DocuSign Envelope ID:2E007988-F2CA-4064-8A95-88648AD8E849 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. Grantee Uniform Terms and Conditions Page 14 of 19 v.06.03.16 Docuslgn Envelope ID:2E007988-F2CA-4C64-8A95-8864BADBEB49 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 Grantee Uniform Terms and Conditions Page 15 of 19 v.06.03.16 DocuSign Envelope ID:•2E007988-F2CA-4C64-8A95-8864BADBEB49 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. Grantee Uniform Terms and Conditions Page 16 of 19 v.06.03.16 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 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. Grantee Uniform Terms and Conditions Page 17 of 19 v.06.03.16 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 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 Grantee Uniform Terms and Conditions Page 18 of 19 v.06.03.16 DoeuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 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. .. Grantee Uniform Terms and Conditions Page 19 of 19 v.06.03.16 • DecoSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 • 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 Enterprise Agency Contract No.2017-049800-001 Page 1 of 3 • DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-88848ADBE849 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 Enterprise Agency Contract No.2017-049800-001 Page 2 of 3 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 • 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Enterprise Agency Contract No. 2017-049800-001 Page 3 of 3 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8884BADBEB49 ATTACHMENT D 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 v.03.10.2016 Page I Non-Profit D'ocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT D SUPPLEMENTAL&SPECIAL CONDITIONS • 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. v.03.10.2016 Page 2 Non-Profit DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT D SUPPLEMENTAL&SPECIAL CONDITIONS 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. v.03.10.2016 Page 3 Non-Profit DocuSign Envelope ID:2E007988-F2CA-4C64-8A95-8864BADBE849 ATTACHMENT D SUPPLEMENTAL&SPECIAL CONDITIONS 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. v.03.10.2016 Page 4 . Non-Profit DomSign Envelope ID:2E0079B8-F2CA-4C6478A95-8864BADBEB49 ATTACHMENT D SUPPLEMENTAL& SPECIAL CONDITIONS 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. v.03.10.2016 Page 5 Non-Profit DocuSign Envelope ID:2EOC79B8-F2CA-4C64-8A95-8864BADBEB49 • ATTACHMENT D SUPPLEMENTAL & SPECIAL CONDITIONS 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 v.03.10.2016 Page 6 Non-Profit DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT D SUPPLEMENTAL&SPECIAL CONDITIONS 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 v.03.10.2016 Page 7 Non-Profit DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95=8864BADBEB49 ATTACHMENT D 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 v.03.10.2016 Page 8 Non-Profit • - DomSign Envelope ID:2E0079B8-F2CA-406478A95'8864BADBEB49 : ATTACHMENT D SUPPLEMENTAL&'SPECIAL CONDITIONS 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 v.03.10.2016 Page 9 Non-Profit DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT D SUPPLEMENTAL& SPECIAL CONDITIONS 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. v.03.10.2016 Page 10 Non-Profit .DocuSign Envelope ID:2E007988-F2CA-4C84-8A95-8864BADBEB49 • • �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 -J DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 • • • c `'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; HHS Data Use Agieement(modified v.8.3)Local Health Departments October 21,2015 Page 1 or 15 DocuSign Envelope ID:2E007988-F2CA-4C64-8A95-8884BADBE849 MIS Contract No.2017-049800-001 (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 HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 2 of 15 DecoSign Envelope ID:2E0079B8-F2CA-4064-8A95-8884BADBEB49 I I I IS Contract No. 2017-019800-001 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). HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 3 of 15 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 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) HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 4 of 15 DocuSign Envelope ID:2E0079B8-F2CA-4064-8A95-8864BADBEB49 til lS Contract No. 20I=7-049800-001 (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 HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 5 of 15 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A956884BADBEB49 111-IS Contract No.2017-049800-001 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: HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 • Page 6-of 15 DocuSign Envelope ID:2E0079B8-F2CA-4064-8A95-8864BADBEB49 111IS Contract No.2017-049800-001 • 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. HHS Data Use Agreement(modified v.83)Local Health Departments October 21,2015 Page 7 of 15 DecoSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8884BADBEB49 I i i IS Contract No.2017-049800-001 (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, HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 8 of 15 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8884BADBEB49 MIS Contract No,2017-049800-001 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. HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 9 of 15 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 I IIIS Contract No,2017-049800-001 (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 HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 10 of 15 • DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-8864BADBEB49 • 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. • HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 11 of 15 DocuSIgn Envelope ID:2E007988-F2CA-4C64-8A95-8864BADBEB49 NHS Contract No.2017-049800-001 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. HHS Data Use Agreement(modified v.8.3)Local Health Departments October 21,2015 Page 12 of 15 DocuSign Envelope ID:2E0079B8-F2CA-4C64-8A95-6864BADBEB49 lttl.('uiitrzet Nu 2017-049S00 0(11 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 HHS Data Use Agreement(modified v.6.3)Local Health Departments October 21,2015 Page 13 of 15 DocuSign Envelope ID:2E0079B8-F2CA-4064-8A95-8884BADBEB49 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 DocuSign Envelope ID:2E0079a8-F2CA-4C64-8A95-8864BADBEB49 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) Electronic Record and Signature Disclosure: Not Offered via DocuSign Karen Ray Completed Sent:6/23/2017 110:48 AM Karen.Ray@hhsc.state.tx.us Viewed:6/30/2017 1 8:50AM Chief Counsel Signed:6/30/2017 8:50 AM HHSC Using IP Address: 167.137.1.17 Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Heather Griffith Peterson ,DocuS'gnedby. Sent:6/30/2017 I 8:50 AM Heather.GriffithPeterson@hhsc.state.tx.us Resent:6/30/2017 I 11:32 AM 690A6C4078B94B3.. Chief Operating Officer Viewed:6/30/2017 1 11:36 AM HHSC Signed:6/30/2017 I 11:36 AM Security Level:Email,Account Authentication Using IP Address: 167.137.1.13 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp 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 Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Ellen Watkins COPIED Sent:6/1/2017 I 7:29 AM ellen.watkins@dshs.state.tx.us Texas Health and Human Services Commission Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Amy Greene COPIED Sent:6/1/2017 I 7:29 AM amy.greene@hhsc.state.tx.us Contract Specialist V Texas Health and Human Services Commission Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Susana Garcia COPIED Sent:6/1/2017 I 7:29 AM susana.garcia@dshs.state.tx.us Unit Director Texas Health and Human Services Commission Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign William M.Uhlarik COPIED Sent:6/13/2017 I 8:40 AM williamU2@cctexas.com Viewed:6/13/2017 I 6:51 PM Assistant Director of Public Health Corpus Christi-Nueces County P.H.D. Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Pam Wells COPIED Sent:6/30/2017 I 8:50 AM pam.wells@hhsc.state.tx.us Texas Health and Human Services Commission Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Carbon Copy Events Status Timestamp Not Offered via DocuSign FCHS WIC Inbox O pI E D Sent:6/30/2017 i 11:36 AM WlCcontracts@dshs.state.tx.us Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/30/2017 111:36 AM Certified Delivered Security Checked 6/30/2017 i 11:36 AM Signing Complete Security Checked 6/30/2017 111:36 AM Completed Security Checked 6/30/2017 111:36 AM Payment Events Status Timestamps 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 •