HomeMy WebLinkAboutC2017-258 - 8/29/2017 - Approved SIGNATURE DOCUMENT FOR
DEPARTMENT OF STATE HEALTH SERVICES
CONTRACT No. 537-18-0210-00001
UNDER THE
REGIONAL LOCAL SERVICES SYSTEM/LOCAL PUBLIC HEALTH SERVICES GRANT
PROGRAM
I. PURPOSE
The Department of State Health Services ("System Agency") 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 Local
Public Health Services to improve or strengthen local public health infrastructure within the
State of Texas (the "Contract").
II. LEGAL AUTHORITY
This Contract is authorized by and in compliance with the provisions of Texas Government Code
Chapter 791.
III. DURATION
The Contract is effective on September 1, 2017 and terminates on August 31, 2019, 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.
IV. BUDGET
The total amount of this Contract will not exceed THREE HUNDRED TWENTY-EIGHT THOUSAND
SEVEN HUNDRED THIRTY-SIX DOLLARS ($328,736.00). All expenditures under the Contract
will be in accordance with ATTACHMENT B,BUDGET.
Funding for this Contract is dependent on State Appropriations and Federal Grant funds. No
work may begin and no charges may be incurred until the System Agency issues a written notice
to proceed to Grantee. This Notice to Proceed may include an Amended or Ratified Budget
which will be incorporated into this Contract by a subsequent Amendment, as necessary.
V. CONTRACT REPRESENTATIVES
The following will act as the Representative authorized to administer activities under this
Contract on behalf of their respective Party.
System Agency
Denartrnent_ofState_Health Services
2017-258
8/29/17
Ord. 031235
TX Dept of State Health Services m Agency Contract No. 537-18-0210-00001
Page 1 of 3 INDEXED
1100 West 49th Street, MC 1990
Austin, Texas 78756
Attention: Elma Medina
elma.medina@dshs.state.tx.us
Grantee
Corpus Christi-Nueces County Public Health District (City)
1702 Horne Road
Corpus Christi,TX 78416
Attention: William Milan Uhlarik MBA,ARM
williamu2@cctexas.com
VI. LEGAL NOTICES
Any legal notice required under this Contract shall be deemed delivered when deposited by the
System Agency either in the United States mail, postage paid, certified, return receipt requested; or
with a common carrier, overnight, signature required,to the appropriate address below:
System Agency
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)
1702 Horne Road
Corpus Christi,TX 78416
Attention: Annette Rodriguez,MPH
annetter@cctexas.com
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.
VII. ADDITIONAL GRANT INFORMATION
Federal Award Identification Number(FAIN): 1NB010T009080-01-00
Federal Award Date: 10/1/2017
Name of Federal Awarding Agency: Centers for Disease Control and Prevention(CDC)
CFDA Name and Number: 93.758
Awarding Official Contact Information: Barbara (Rene) Benyard, CDFM, Grants Management
Officer CDC, Office of Financial Resources, 2960 Brandywine Road, MS #-01, Atlanta, GA
30341 Telephone: 770-488-2757, rbenyard@cdc.gov
DUNS: 69457786
SIGNATURE PAGE FOLLOWS
System Agency Contract No. 537-18-0210-00001
Page 2 of 3
SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No.537-18-0210-00001
DEPARTMENT OF STATE HEALTH SERVICES GRANTEE
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Annette Rodriguez
David Gruber Name:
Associate Commissioner Title: Health Di rector
Division for Regional a,,d He t 4 AM CDT 8/29/2017 5:28 PM CDT
Date of execution: �� ��� l Date of execution:
THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No.537-18-0210-00001
ARE HEREBY INCORPORATED BY REFERENCE:
ATTACHMENT A- STATEMENT OF WORK �REBECCA HUERTA���
ATTACHMENT B - BUDGET CITY SECRETARY
ATTACHMENT C - UNIFORM TERMS AND CONDITIONS
ATTACHMENT D - SUPPLEMENTAL& SPECIAL CONDITIONS
ATTACHMENT E - GENERAL AFFIRMATIONS
ATTACHMENT F- FEDERAL ASSURANCES AND CERTIFICATIONS
ATTACHMENT G- FFATA
ATTACHMENT H- DATA USE AGREEMENT
System Agency Contract No. 537-18-0210-00001
Page 3 of 3
DocuSign Envelope ID A63F9093-ED02-4A72-BE98-6FF98E1E80B3
SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No.537-18-0210-00001
DEPARTMENT OF STATE HEALTH SERVICES GRANTEE
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David Gruber Name: C CLA'C `— v4)
Associate Commissioner Title:
Division for Regional and Local Health
Date of execution: Pate of execution:
THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No.537-18-0210-00001
ARE HEREBY INCORPORATED BY REFERENCE:
ATTACHMENT A- STATEMENT OF WORK
ATTACHMENT B- BUDGET
ATTACHMENT C- UNIFORM TERMS AND CONDITIONS •
ATTACHMENT D- SUPPLEMENTAL&SPECIAL CONDITIONS
ATTACHMENT E- GENERAL AFFIRMATIONS
ATTACHMENT F- FEDERAL ASSURANCES AND CERTIFICATIONS
ATTACHMENT C- FFATA
ATTACHMENT H- DATA USE AGREEMENT
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System Agency Contract No. 537-18-0210-00001
Page 3 of 3 -..,
SECRETAR
ATTACHMENT A
STATEMENT OF WORK
L GRANTEE RESPONSIBILITIES
A. Grantee shall perform activities in support of the Preventive Health and Health
Services Block Grant, Centers for Disease Control and Prevention(CDC).
B. Grantee shall perform the activities required under this Contract in the following
county: Nueces County.
C. Grantee will work to improve or strengthen local public health infrastructure within
the State of Texas by:
1. Developing objective(s) to address a public health issue;
2. Utilizing resources provided through this Contract to conduct activities and
services that provide or support the delivery of essential public health services;
3. Assessing, monitoring, and evaluating the essential public health activities and
services provided through this contract; and
4. Developing strategies to improve the delivery of essential public health service(s)
to identified service area.
D. Grantee will assess, monitor and evaluate the essential public health activities in
accordance with the following standards: the National Public Health Performance
Standards, approved by the Centers for Disease Control and Prevention Healthy
People 2020 (Healthy People) related goals and objectives; System Agency
programmatic grant guidance and performance standards relative to the Grantees
identified scope of work; and federal, state or local laws or regulations governing the
delivery of essential public health services. Other evaluation methods utilizing
standards not listed in this Section must be pre-approved in writing by System
Agency.
E. Grantee shall implement its approved Project Service Delivery Plan (PSDP)
contained in its FY2018/19 Local Public Health Services Application, which is
incorporated herein by reference and made a part of this Contract as if fully set forth
herein. The PSDP must include a description of the public health issue(s) or public
health program to be addressed by RLSS/LPHS funded staff and measurable
objective(s) and activities for addressing the issue. The PSDP must also describe a
clear method for evaluating the services that will be provided, as well as
recommendations or plans for improving essential public health services delivery
based on the results of an evaluation. Any changes to the approved PSDP will require
System Agency's written approval.
F. Grantee shall submit quarterly and final performance reports that describe progress
toward achieving the objectives contained in approved Grantee's PSDP and any
written revisions. Grantee shall submit the performance reports by the end of the
month following the end of each quarter, in a format to be provided by System
Agency. Failure to submit a required report of additional requested information by the
due date specified in this Contract or upon request constitutes breach of contract, may
v. 11.15.2016 Page 1
ATTACHMENT A
STATEMENT OF WORK
result in delay payment, and may adversely affect evaluation of Grantee's future
contracting opportunities with the department. Reports should be sent electronically
to: LocalPHTeam@,dshs.state.tx.us (The report attached to the electronic mail will be
the authorized e-signature copy.) A copy of the report should be sent to the
respective DSHS Health Service Region, Attention: Deputy Regional Director.
G. Grantee will comply with all applicable regulations, standards, and guidelines in
effect on the beginning date of this Contract and as amended.
II. 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.
III.INVOICE AND PAYMENT
A. Grantee will request payments using the State of Texas Purchase Voucher(Form B-13) at
http://www.System Agency.state.tx.us/grants /forms/b13form.doc. Voucher and any
supporting documentation will be mailed or submitted by fax or electronic mail to the
address/number below.
Department of State Health Services
Claims Processing Unit, MC 1940
1100 West 49th Street
P.O. Box 149347
Austin, TX 78714-9347
FAX: (512) 458-7442
EMAIL: invoices(&,dshs.state.tx.us
B. Grantee will be paid on a monthly basis with acceptable supporting documentation for
reimbursement of the required services/deliverables, and in accordance with the Budget
in Attachment B of this Contract.
C. System Agency reserves the right, where allowed by legal authority, to redirect funds in
the event of financial shortfalls. System Agency will monitor Grantee's expenditures on
a quarterly basis. If expenditures are below that projected in Grantee's total Contract
amount, Grantee's budget may be subject to a decrease for the remainder of the Term of
the Contract. Vacant positions existing after ninety days may result in a decrease in
funds.
v. 11.15.2016 Page 2
ATTACHMENT B
Budget
Budget Categories FY18 Budget FY19 Budget
Summary Summary
Personnel $111,894.00 $111,894.00
Fringe Benefits $46,234.50 $46,234.50
Travel $4,074.00 $4,074.00
Equipment $0 $0
Supplies $2,165.50 $2,165.50
Contractual $0 $0
Other $0 $0
Sum of Direct Costs $164,368.00 $164,368.00
Indirect Costs $ $
Sum of Total Direct Costs and Indirect $164,368.00 $164,368.00
Costs
Less Match(Cash or In-Kind) $0 $0
TOTAL $164,368.00 $164,368.00
System Agency Contract No. 537-18-0210-00001
v. 11.15.2016 Page 1
HHSC Uniform Terms and Conditions Version 2.14
Published and Effective: March 1, 2017
Responsible Office: Chief Counsel
•
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46 j
4L4. : Health and Human Services
Health and Human Services Commission
HHSC Uniform Terms and Conditions - Grant
Version 2.14
TABLE OF CONTENTS
ARTICLE I. 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 10
5.01 General Affirmations 10
5.02 Federal Assurances 10
5.03 Federal Certifications 10
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 11
Grantee Uniform Terms and Conditions
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v.3.1.17
7.03 Response/compliance with audit or inspection findings 12
7.04 SAO Audit 12
7.05 Confidentiality 12
7.06 Public Information Act 12
ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 12
8.01 Contract Management 12
8.02 Termination for Convenience 13
8.03 Termination for Cause 13
8.04 Equitable Settlement 13
ARTICLE IX MISCELLANEOUS PROVISIONS 13
9.01 Amendment 13
9.02 Insurance 13
9.03 Legal Obligations 14
9.04 Permitting and Licensure 14
. 9.05 Indemnity 14
9.06 Assignments 15
9.07 Relationship of the Parties 15
9.08 Technical Guidance Letters 15
9.09 Governing Law and Venue 16
9.11 Survivability 16
9.12 Force Majeure 16
9.13 No Waiver of Provisions 16
9.14 Publicity 16
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 17
9.20 Employment Verification 17
9.21 Civil Rights 17
Grantee Uniform Terms and Conditions
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v.3.1.17
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 the work product(s) required to be submitted to the System Agency
including all reports and project documentation.
"Effective Date" means the date 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 Family and Protective Services, and the Department of State Health Services.
"Federal Fiscal Year" means the period beginning October 1 and ending September 30 each
year, which is the annual accounting period for the United States government.
"GAAP"means Generally Accepted Accounting Principles.
"GASB"means the Governmental Accounting Standards Board.
"Grantee"means the Party receiving funds under this Contract, if any. May also be referred to as
"Contractor" in certain attachments.
"Health and Human Services Commission" or "HHSC" means the administrative agency
established under Chapter 531, Texas Government Code or its designee.
"HUB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas
Government Code.
"Intellectual Property" 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.3.1.17
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://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 or "RFA"" 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" or "Application" 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 plural forms 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
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v.3.1.17
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. All such limitations, regulations, and policies are cumulative and
each will be performed in accordance with its terms.
i. Unless otherwise expressly provided, reference to any action of the System Agency or by the
System Agency by way of consent, approval, or waiver will be deemed modified by the
phrase"in its sole discretion."
j. Time is of the essence in this Contract.
ARTICLE II PAYMENT METHODS AND RESTRICTIONS
2.01 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.3.1.17
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
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v.3.1.17
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 debt or 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
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v.3.1.17
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 report(s) 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
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v.3.1.17
OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to
whichever provision imposes the more stringent requirement in the event of a conflict.
4.02 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 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, expendsa total amount of at least$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. The audit must be conducted by an independent certified
public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and
UGMS. 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. HHSC Single Audit Services will notify Grantee to complete the
Single Audit Determination Form. If Grantee fails to complete the Single Audit Determination
Form within thirty(30) calendar days after notification by HHSC Single Audit Services to do so,
Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with
this Contract.Each Grantee that is required to obtain a single audit must competitively re-
procure single audit services once every six years: Grantee shallprocure audit services in •
compliance with this section, state procurement procedures, as well as with the provisions of
UGMS.
4.03 Submission of Audit
Due the earlier of 30 days after receipt of the independent certified public accountant's report or
nine months after the end of the fiscal year, Grantee shall submit electronically, one copy of the
Single Audit or Program-Specific Audit to the System Agency as directed in this Contract and
another copy to: single_audit_report@hhsc.state.tx.us
ARTICLE V AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS
5.01 General Affirmations
Grantee certifies that, to the extent 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 Assurances are 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
Grantee is 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.
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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, or a 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 legible copies of this Contract and all related documents for a minimum of seven (7)
years after the termination of the contract period or seven (7) years after the completion of any
litigation or dispute involving the Contract, whichever is later.
7.02 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
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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 indirectly through 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 this clause concerning the authority to audit funds received
indirectly by Subcontractors through Grantee and the requirement to cooperate is included in any
Subcontract it awards.
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 may be 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;
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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
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
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v.3.1.17
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.
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
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v.3.1.17
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 create relationships of an
employer-employee or principal-agent, or to otherwise create for the System Agency any
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
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v.3.1.17
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 State of Texas, 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.
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
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v.3.1.17
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 iri 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.
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. §§1681-1688);
6. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and
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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
any 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://hhscx.hhsc.texas.gov/system-support-
services/civil-rights/publications
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
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TTY Toll Free: (877) 432-7232
Fax: (512) 438-5885.
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ATTACHMENT D
SUPPLEMENTAL AND SPECIAL CONDITIONS
Supplemental Conditions
THE FOLLOWING SUPPLEMENTAL CONDITIONS APPLY TO THIS CONTRACT
AND MODIFY THE HHS UNIFORM TERMS AND CONDITIONS
A. Section 9.02 Insurance is deleted in its entirety and replaced with the following:
Section 9.02 Insurance
Pursuant to Chapter 2259 of the Texas Government Code entitled, "Self-Insurance by
Governmental Unity," each Party is self-insured and, therefore, is not required to
purchase insurance.
B. Section 9.05, Indemnity, is hereby amended by adding the following:
System Agency acknowledges that Grantee has been organized pursuant to the
Constitution and laws of the State of Texas, possesses certain rights and privileges, is
subject to certain limitations and restrictions, and only has such authority as is granted to
it under the Constitution and laws of the State of Texas. No provision of this Contract
extends Grantee's liability beyond the liability or authority provided in the Constitution
and the laws of the State of Texas.
SPECIAL CONDITIONS
SECTION 1.01 NOTICE OF CONTRACT ACTION
Grantee shall notify the assigned contract manager if Grantee has had 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 1.02 NOTICE OF BANKRUPTCY
Grantee shall notify in writing to the assigned contract manager of its plan to seek
bankruptcy protection within five days of such action by Grantee.
SECTION 1.03 NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS
a. Grantee shall immediately report in writing to the assigned contract manager when
Grantee has knowledge or any reason to believe that they or any person with
v. 11.15.2016 Page 1
ownership or controlling interest in the organization/business, or their agent, employee,
contractor or volunteer that is providing services under this Contract has:
1. Engaged in any activity that could constitute a criminal offense equal to or greater
than a Class A misdemeanor or grounds for disciplinary action by a state or federal
regulatory authority; or
2. 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 otherwise directed in writing by the System
Agency.
SECTION 1.04 GRANTEE'S NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEY
PERSONNEL
The Grantee shall notify in writing the assigned contract manager within ten days of any
change to the Grantee's Contact Person or Key Personnel.
SECTION 1.05 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 the System
Agency in providing the following services:
a. Health and medical assistance;
b. Assessment of health and medical needs;
c. Health surveillance;
d. Medical care personnel;
e. Health and medical equipment and supplies;
f. Patient or community evacuation;
g. In-hospital care and hospital facility status;
h. Food, drug and medical device safety;
i. Worker health and safety;
j. Mental health and substance abuse;
k. Public health information;
1. Vector control and veterinary services; and
m. Victim identification and mortuary services.
The Grantee has the authority to utilize approximately 5% of staff's time supporting this contract
for response efforts. DSHS shall reimburse Contractor up to 5% of this contract funded by
Center for Disease Control and Prevention (CDC) for personnel costs responding to an
emergency event. Grantee shall maintain records to document the time spent on response efforts
for auditing purposes. Allowable activities also include participation of drills and exercises in the
pre-event time period. Grantee shall notify the assigned contract manager in writing when this
provision is implemented.
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SECTION 1.06 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. The 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. The 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 the System Agency.
v. 11.15.2016 Page 3
ATTACHMENT E
GENERAL AFFIRMATIONS
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 are 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 in 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 receive 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, 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.
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 https://www.sam.gov/portal/public/SAM/, which Contractor may
review in making this certification. Contractor acknowledges that this Contract may be terminated 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.
Page 1 of 3
ATTACHMENT E
GENERAL AFFIRMATIONS
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 the past four years the executive head of the
Enterprise Agency; and (3) does not 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 legislation).
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 or employee'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 other person
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, et 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
Contractor or 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
into this Contract. If Contractor is unable to make the preceding representation and warranty, then
Contractor instead represents and warrants that it has provided to 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
Page 2 of 3
ATTACHMENT E
GENERAL AFFIRMATIONS
similar goods or services, or otherwise be relevant to the Enterprise Agency's consideration of entering
into this Contract. In addition, Contractor represents and warrants that it shall notify the Enterprise
Agency in writing within five (5) business days of any changes to the representations or warranties in •
this clause and understands that failure to so timely update 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,
and 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 Contractor.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
•
Page 3 of 3
OMB Number:4040-0007
Expiration Date:01/31/2019
ASSURANCES -NON-CONSTRUCTION PROGRAMS
Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing
instructions,searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of
information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for
reducing this burden,to the Office of Management and Budget, Paperwork Reduction Project(0348-0040),Washington, DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND
IT TO THE ADDRESS PROVIDED BY:THE.SPONSORING:AGENCY.
NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the
awarding agency. Further,certain Federal awarding agencies may require applicants to certify to additional assurances.
If such is the case,you will be notified.
As the duly authorized representative of the applicant, I certify that the applicant:
1. Has the legal authority to apply for Federal assistance Act of 1973, as amended(29 U.S.C.§794),which
and the institutional, managerial and financial capability prohibits discrimination oh the basis of handicaps; (d)
(including funds sufficient to pay the non-Federal share the Age Discrimination Act of 1975, as amended (42 U.
of project cost)to ensure proper planning, management S.C. §§6101-6107),which prohibits discrimination on
and completion of the project described in this the basis of age; (e)the Drug Abuse Office and
application. Treatment Act of 1972(P.L.92-255),as amended,
relating to nondiscrimination on the basis of drug
2. Will give the awarding agency,the Comptroller General abuse; (f)the Comprehensive Alcohol Abuse and
of the United States and, if appropriate,the State, Alcoholism Prevention,Treatment and Rehabilitation
•
. through any authorized representative,access to and Act of 1970(P.L. 91-616),as amended, relating to
the right to examine all records, books, papers, or nondiscrimination on the basis of alcohol abuse or
documents related to the award; and will establish a alcoholism; (g)§§523 and 527 of the Public Health
proper accounting system in accordance with generally -Service Act of 1912(42 U.S.C.§§290.dd-3 and 290
accepted accounting standards or agency directives. ee-3), as amended, relating to confidentiality of alcohol
and drug abuse patient records; (h)Title VIII of the Civil
3. Will establish safeguards to prohibit employees from Rights Act of 1968 (42 U.S.C.§§3601 et seq.),as
using their positions for a purpose that constitutes or amended, relating to nondiscrimination in the sale,
presents the appearance of personal or organizational rental or financing of housing; (i)any other
conflict of interest, or personal gain. nondiscrimination provisions in the specific statute(s)
under which application for Federal assistance is being
4. Will initiate and complete the work within the applicable made;and, (j)the requirements of any other
time frame after receipt of approval of the awarding nondiscrimination statute(s)which may apply to the
agency. application.
5. Will comply with the Intergovernmental Personnel Act of 7. Will comply,or has already complied,with the
1970 (42 U.S.C. §§4728-4763)relating to prescribed requirements Of Titles II and III of the Uniform
standards for merit systems for programs funded under Relocation Assistance and Real Property Acquisition
one of the 19 statutes or regulations specified in Policies Act of 1970(P.L:91-646)which provide for
Appendix A of OPM's Standards for a Merit System of fair and equitable treatment of persons displaced or
Personnel Administration (5 C.F.R. 900, Subpart F). whose property is acquired as a result of Federal or
federally-assisted programs.These requirements
apply to all interests in real property acquired for
6. Will comply with all Federal statutes relating to project purposes regardless of Federal participation in
nondiscrimination.These include but are not limited to: purchases.
(a)Title VI of the Civil Rights Act of 1964(P.L.88-352)
which prohibits discrimination on the basis of race, color 8. Will comply, as applicable,with provisions of the
or national origin; (b)Title IX of the Education Hatch Act(5 U.S.C.§§1501-1508 and 7324-7328)
Amendments of 1972,as amended(20 U.S..C.§§1681- which limit the political activities of employees whose
1683, and 1685-1686),which prohibits discrimination on principal employment activities are funded in whole
the basis of sex; (c)Section 504 of the Rehabilitation or in part with Federal funds.
Previous Edition Usable Standard Form 424B(Rev.7-97)
Authorized for Local Reproduction Prescribed by OMB Circular A-102
9. Will comply, as applicable, with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance
Bacon Act(40 U.S.C. §§276a to 276a-7), the Copeland Act with Section 106 of the National Historic Preservation
(40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended (16 U.S.C. §470), EO 11593
Work Hours and Safety Standards Act(40 U.S.C. §§327- (identification and protection of historic properties), and
333), regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of
construction subagreements. 1974(16 U.S.C. §§469a-1 et seq.).
10. Will comply, if applicable, with flood insurance purchase 14. Will comply with P.L.93-348 regarding the protection of
requirements of Section 102(a)of the Flood Disaster human subjects involved in research, development, and
Protection Act of 1973 (P.L.93-234)which requires related activities supported by this award of assistance.
recipients in a special flood hazard area to participate in the
program and to purchase flood insurance if the total cost of 15. Will comply with the Laboratory Animal Welfare Act of
insurable construction and acquisition is$10,000 or more. 1966 (P.L. 89-544, as amended, 7 U.S.C. §§2131 et
seq.)pertaining to the care, handling, and treatment of
11. Will comply with environmental standards which may be warm blooded animals held for research,teaching, or
prescribed pursuant to the following: (a)institution of other activities supported by this award of assistance.
environmental quality control measures under the National
Environmental Policy Act of 1969(P.L. 91-190)and 16. Will comply with the Lead-Based Paint Poisoning
Executive Order(EO) 11514; (b)notification of violating Prevention Act(42 U.S.C. §§4801 et seq.)which
facilities pursuant to EO 11738; (c) protection of wetlands prohibits the use of lead-based paint in construction or
pursuant to EO 11990; (d)evaluation of flood hazards in rehabilitation of residence structures.
floodplains in accordance with EO 11988; (e)assurance of 17. Will cause to be performed the required financial and
project consistency with the approved State management compliance audits in accordance with the Single Audit
program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No.A-133,
Act of 1972 (16 U.S.C. §§1451 et seq.); (f)conformity of "Audits of States, Local Governments, and Non-Profit
Federal actions to State (Clean Air) Implementation Plans Organizations."
under Section 176(c)of the Clean Air Act of 1955, as
amended (42 U.S.C. §§7401 et seq.); (g)protection of 18. Will comply with all applicable requirements of all other
underground sources of drinking water under the Safe Federal laws, executive orders, regulations, and policies
Drinking Water Act of 1974, as amended (P.L.93-523); governing this program.
and, (h)protection of endangered species under the
Endangered Species Act of 1973, as amended (P.L. 93- 19. Will comply with the requirements of Section 106(g)of
205). the Trafficking Victims Protection Act(TVPA)of 2000, as
amended (22 U.S.C. 7104)which prohibits grant award
12. Will comply with the Wild and Scenic Rivers Act of recipients or a sub-recipient from(1)Engaging in severe
1968(16 U.S.C. §§1271 et seq.) related to protecting forms of trafficking in persons during the period of time
components or potential components of the national that the award is in effect(2) Procuring a commercial
wild and scenic rivers system. sex act during the period of time that the award is in
effect or(3)Using forced labor in the performance of the
award or subawards under the award.
SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE
f—DocuSigned by: Health Director
Armee f'"^"'�1JeL
A PP LII ci nflf aNIZATION DATE SUBMITTED
City of Corpus Christi 8/19/1U1/ 15:L8 PM CDT
Standard Form 424B(Rev.7-97)Back
CERTIFICATION REGARDING LOBBYING
Certification for Contracts,Grants, Loans,and Cooperative Agreements
The undersigned certifies,to the best of his or her knowledge and belief,that:
(1)No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any
person for influencing or attempting to influence an officer or employee of an agency,a Member of
Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with
the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the
entering into of any cooperative agreement,and the extension,continuation, renewal,amendment,or
modification of any Federal contract,grant, loan,or cooperative agreement.
(2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an
officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal
contract,grant, loan,or cooperative agreement,the undersigned shall complete and submit Standard
Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions.
(3)The undersigned shall require that the language of this certification be included in the award documents
for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants, loans,and
cooperative agreements)and that all subrecipients shall certify and disclose accordingly.This certification
is a material representation of fact upon which reliance was placed when this transaction was made or
entered into.Submission of this certification is a prerequisite for making or entering into this transaction
imposed by section 1352,title 31,U.S.Code.Any person who fails to file the required certification shall be
subject to a civil penalty of not less than$10,00 0 and not more than$100,000 for each such failure.
Statement for Loan Guarantees and Loan Insurance
The undersigned states,to the best of his or her knowledge and belief,that:
If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer
or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of
a Member of Congress in connection with this commitment providing for the United States to insure or
guarantee a loan,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying
Activities,"in accordance with its instructions.Submission of this statement is a prerequisite for making or
entering into this transaction imposed by section 1352,title 31, U.S.Code.Any person who fails to file the
required statement shall be subject to a civil penalty of not less than$10,000 and not more than$100,000
for each such failure.
*APPLICANT'S ORGANIZATION
City of Corpus Christi
*PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE
Prefix: *First Name:'°nnette Middle Name:
*Last Name: Rod rl gueZ Suffix:
*Title: Health Di rector
*SIGNATURE: �U«Y$1gnetloY *DATE: S!Z9/2017 I 5:28 PM CDT
Fiscal Federal Funding Accountability and Transparency Act
(FFATA) CERTIFICATION
The certifications enumerated below represent material facts upon which DSHS relies when reporting
information to the federal government required under federal law. If the Department later determines
that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available
remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate
written notice to DSHS if at any time Signor learns that any of the certifications provided for below were
erroneous when submitted or have since become erroneous by reason of changed circumstances. If the
Signor cannot certify all of the statements contained in this section, Signor must provide written
notice to DSHS detailing which of the below statements it cannot certify and why.
Legal Name of Contractor: FFATA Contact#1 Name, Email and Phone Number:
city of Corpus Christi Constance Sanchez, constancep@cctexas.com,
361-826-3227
Primary Address of Contractor: FFATA Contact#2 Name, Email and Phone Number:
1702 Horne Rd, Corpus Christi , Tx, 78416 Blandina Costley, BlandinaC@cctexas.com,
361-826-7252
ZIP Code: 9-digits Required www.usps.com DUNS Number:9-digits Required www.sam.gov
78416-1902 - UbA5//Mb
State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits
7460005741(27
Printed Name of Authorized Representative Signature of Authorized Representative
1-DocuSigned by
Annette Rodriguez
Anne4e PAW Tier_
4FCBDB27-02CE414_.
Title of Authorized Representative Date
Health Director 8/29/2017 1 5:28 PM CDT
- 1 -
Department of State Health Services Form 4734--June 2013
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? n 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 n No
B. Certification Regarding Amount of Annual Gross from Federal Awards.
Did your organization receive $25 million or more in annual gross revenues from federal
awards in the preceding fiscal year? ❑ Yes x No
If your answer is "Yes" to both question "A" and "B", you must answer question "C".
If your answer is "No" to either question "A" or "B", skip question "C" and finish the
certification.
C. Certification Regarding Public Access to Compensation Information.
Does the public have access to information about the compensation of the senior
executives in your business or organization (including parent organization, all branches,
and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the
Internal Revenue Code of 1986? ❑ Yes n 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
HHS Contract No. 537-18-0210-00001
DATA USE AGREEMENT
BETWEEN THE
TEXAS HEALTH AND HUMAN SERVICES ENTERPRISE
AND
CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRIC(CITY)("CONTRACTOR")
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 agency,
DSHS,_ ("HHS"), and Corpus Christi-Nueces County Public Health District (CITY), a political
subdivision of the State of Texas ("CONTRACTOR"), and incorporated into the terms of HHS
Contract No. 537-18-0210-00001, in Travis County, Texas (the "Base Contract").
ARTICLE 1.
PURPOSE;APPLICABILITY; ORDER OF PRECEDENCE
The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or
access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights
and obligations with respect to the Confidential Information. 45 CFR 164.504(e)(1)-(3). This
DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its
obligations under this DUA. This DUA applies to both Business Associates and contractors who
are not Business Associates who create, receive, maintain, use, disclose or have access to
Confidential Information on behalf of HHS, its programs or clients as described in the Base
Contract.
As of the Effective Date of this DUA, if any provision of the Base Contract, including
any General Provisions or Uniform Terms and Conditions, conflicts, with this DUA, this DUA
controls.
ARTICLE 2.
DEFINITIONS
For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in
the following: Health Insurance Portability and Accountability Act of 1996, Public Law 104-191
(42 U.S.C. §1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all
amendments,regulations and guidance issued thereafter; The Social Security Act, including Section
1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the
Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and
guidance thereunder; Internal Revenue Code,Title 26 of the United States Code and regulations and
publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18;
Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas
Government Code §2054.1125. In addition,the following terms in this DUA are defined as follows:
"Authorized Purpose" means the specific purpose or purposes described in the Statement
of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract,
or any other purpose expressly authorized by HHS in writing in advance.
"Authorized User"means a Person:
HHS Data Use Agreement(modified v. 8.3)Local Health Departments October 21,2015
Page 1 of 15
HHS Contract No. 537-18-0210-00001
(1) Who is authorized to create, receive, maintain, have access to, process, view,
handle, examine, interpret, or analyze Confidential Information pursuant to this DUA;
(2) For whom CONTRACTOR warrants and represents has a demonstrable need to
create, receive, maintain, use, disclose or have access to the Confidential Information; and
(3) Who has agreed in writing to be bound by the disclosure and use limitations
pertaining to the Confidential Information as required by this DUA.
"Confidential Information" means any communication or record (whether oral, written,
electronically stored or transmitted, or in any other form) provided to or made available to
CONTRACTOR, or that CONTRACTOR may, for an Authorized Purpose, create, receive,
maintain,use, disclose or have access to, that consists of or includes any or all of the following:
(1) Client Information;
(2) •Protected Health Information in any form including without limitation, Electronic
Protected Health Information or Unsecured Protected Health Information (herein"PHI");
(3) Sensitive Personal Information defined by Texas Business and Commerce Code
Ch. 521;
(4) Federal Tax Information;
(5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA
and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection
Act;
(6) Social Security Administration Data, including, without limitation, Medicaid
information;
(7) All privileged work product;
(8) All information designated as confidential under the constitution and laws of the
State of Texas and of the United States, including the Texas Health & Safety Code and the Texas
Public Information Act, Texas Government Code, Chapter 552.
"Legally Authorized Representative" of the Individual, as defined by Texas law,
including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ.
Code § 151.002(6); Tex. H. & S. Code §166.164; and Estates Code Ch. 752.
ARTICLE 3.
CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION
3.01 Obligations of CONTRACTOR
CONTRACTOR agrees that:
HHS Data Use Agreement(modified v. 8.3)Local Health Departments October 21,2015
Page 2 of 15
HHS Contract No. 537-I8-0210-00001
(A) CONTRACTOR will exercise reasonable care and no less than the same
degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade
secret information to prevent any portion of the Confidential Information from being used in
a manner that is not expressly an Authorized Purpose under this DUA or as Required by
Law. 45 CFR 164.502(b)(1);45 CFR 164.514(d)
(B) Except as Required by Law, CONTRACTOR will not disclose or allow
access to any portion of the Confidential Information to any Person or other entity, other
than Authorized User's Workforce or Subcontractors (as defined in 45 C.F.R. 160.103) of
CONTRACTOR who have completed training in confidentiality, privacy, security and the
importance of promptly reporting any Event or Breach to 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) CON TRACTOR will establish, implement and maintain appropriate
sanctions against any member of its Workforce or Subcontractor who fails to comply with
this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of
sanctions and produce it to HHS upon request.45 C.F.R. 164.308(a)(1)(ii)(C); 164.530(e);
164.410(b); 164.530(b)(1)
(D) CONTRACTOR will not, except as otherwise permitted by this DUA,
disclose or provide access to any Confidential Information on the basis that such act is
Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to
determine whether CONTRACTOR should object to the disclosure or access and seek
appropriate relief. CONTRACTOR will maintain an accounting of all such requests for
disclosure and responses and provide such accounting to HHS within 48 hours of HHS'
request. 45 CFR 164.504(e)(2)(ii)(A)
(E) CONTRACTOR will not attempt to re-identify or further identify
Confidential Information or De-identified Information, or attempt to contact any
Individuals whose records are contained in the Confidential Information, except for an
Authorized Purpose, without express written authorization from HHS or as expressly
permitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and(ii) CONTRACTOR will not
engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501,
164.508(a)(3) and(4); Texas Health &Safety Code Ch. 181.002
(F) CONTRACTOR will not permit, or enter into any agreement with a
Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit
Confidential Information to carry out CONTRACTOR's obligations in connection with the
Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply
with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii); 164.504(e)(1)(i)
and(2).
HHS Data Use Agreement(modified v. 8.3)Local Health Departments October 21,2015
Page 3of15
1-11-IS Contract No. 537-18-0210-00001
(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).
(I) If PHI is subject to this Agreement, CONTRACTOR will make PHI as
required by HIPAA available to HHS for review subsequent to CONTRACTOR's
incorporation of any amendments requested pursuant to HIPAA. 45 CFR
164.504(e)(2)(ii)(E) and(F).
(J) If PHI is subject to this Agreement, CONTRACTOR will document and
make available to HHS the PHI required to provide access, an accounting of disclosures or
amendment in compliance with the requirements of the HIPAA Privacy Regulations. 45
CFR 164.504(e)(2)(ii)(G) and 164.528.
(K) If CONTRACTOR receives a request for access, amendment or
accounting of PHI from an individual with a right of access to information subject to this
DUA, it will respond to such request in compliance with the HIPAA Privacy Regulations.
CONTRACTOR will maintain an accounting of all responses to requests for access to or
amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR
164.504(e)(2).
(L) CONTRACTOR will provide, and will cause its Subcontractors and
agents to provide, to HHS periodic written certifications of compliance with controls and
provisions relating to information privacy, security and breach notification, including
without limitation information related to data transfers and the handling and disposal of
Confidential Information. 45 CFR 164.308; 164.530(c); 1 TAC 202.
(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
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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 Required by Law or
for the Authorized Purpose for which it was disclosed to the Person; and
(c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or
Breach of Confidential Information of which the Person discovers or should
have discovered with the exercise of reasonable diligence. 45 CFR
164.504(e)(4)(ii)(B).
(N) Except as otherwise limited by this DUA, CONTRACTOR will, if required
by law and requested by HHS, use commercially reasonable efforts to use PHI to provide
data aggregation services to HHS, as that term is defined in the HIPAA, 45 C.F.R. §164.501
and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B)
(0) CONTRACTOR will, on the termination or expiration of this DUA or the
Base Contract, at its expense, send to HHS or Destroy, at HHS's election and to the extent
reasonably feasible and permissible by law, all Confidential Information received from
HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or
Subcontractors on HHS's behalf if that data contains Confidential Information.
CONTRACTOR will certify in writing to HHS that all the Confidential Information that
has been created, received, maintained, used by or disclosed to CONTRACTOR, has been
Destroyed or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have
retained no copies thereof Notwithstanding the foregoing, HHS acknowledges and agrees
that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential
Information if federal law, state law, the Texas State Library and Archives Commission
records retention schedule, and/or a litigation hold notice prohibit such delivery or
Destruction. If such delivery or Destruction is not reasonably feasible, or is impermissible
by law, CONTRACTOR will immediately notify HHS of the reasons such delivery or
Destruction is not feasible, and agree to extend indefinitely the protections of this DUA to
the Confidential Information and limit its further uses and disclosures to the purposes that
make the return delivery or Destruction of the Confidential Information not feasible for as
long as CONTRACTOR maintains such Confidential Information. 45 CFR
164.504(e)(2)(ii)(J)
(P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy
Confidential Information in a secure fashion that protects against any reasonably
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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 to Confidential Information, to prevent any unauthorized use or
disclosure of Confidential Information as long as CONTRACTOR has such Confidential
Information in its actual or constructive possession. 45 CFR 164.308 (administrative
safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards);
164.530(c)(privacy safeguards).
(S) CONTRACTOR will designate and identify, a Person or Persons, as Privacy
Official 45 CFR 164.530(a)(1) and Information Security Official, each of whom is
authorized to act on behalf of CON TRACTOR and is responsible for the development and
implementation of the privacy and security requirements in this DUA. CONTRACTOR will
provide name and current address, phone number and e-mail address for such designated
officials to HHS upon execution of this DUA and prior to any change. If such persons fail to
develop and implement the requirements of the DUA, CONTRACTOR will replace them
upon HHS request. 45 CFR 164.308(a)(2).
(T) CONTRACTOR represents and warrants that its Authorized Users each have
a demonstrated need to know and have access to Confidential Information solely to the
minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and
the Base Contract, and further, that each has agreed in writing to be bound by the disclosure
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
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agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as
directed,upon request.
(V) CONTRACTOR will implement, update as necessary, and document
reasonable and appropriate policies and procedures for privacy, security and Breach of
Confidential Information and an incident response plan for an Event or Breach, to comply
with the privacy, security and breach notice requirements of this DUA prior to conducting
work under the Statement of Work.45 CFR 164.308;164.316;164.514(d);164.530(1)(1).
(W) CONTRACTOR will produce copies of its information security and privacy
policies and procedures and records relating to the use or disclosure of Confidential
Information received from, created by, or received, used or disclosed by CONTRACTOR
for an Authorized Purpose for HHS's review and approval within 30 days of execution of
this DUA and upon request by HHS the following business day or other agreed upon time
frame. 45 CFR 164.308;164.514(d).
(X) CONTRACTOR will make available to HHS any information HHS requires
to fulfill HHS's obligations to provide access to, or copies of, PHI in accordance with
HIPAA and other applicable laws and regulations relating to Confidential Information.
CONTRACTOR will provide such information in a time and manner reasonably agreed
upon or as designated by the Secretary of the U.S. Department of Health and Human
Services, or other federal or state law. 45 CFR 164.504(e)(2)(i)(I).
(Y) CONTRACTOR will only conduct secure transmissions of Confidential
Information whether in paper, oral or electronic form, in accordance with applicable rules,
regulations and laws. A secure transmission of electronic Confidential Information in motion
includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an
appropriate level. If required by rule, regulation or law, HHS Confidential Information at
rest requires Encryption unless there is other adequate administrative, technical, and
physical security._ All electronic data transfer and communications of Confidential
Information will be through secure systems. Proof of system, media or device security
and/or Encryption must be produced to HHS no later than 48 hours after HHS's written
request in response to a compliance investigation, audit or the Discovery of an Event or
Breach. Otherwise, requested production of such proof will be made as agreed upon by the
parties. De-identification of HHS Confidential Information is a means of security. With
respect to de-identification of PHI, "secure" means de-identified according to HIPAA
Privacy standards and regulatory guidance. 45 CFR 164.312;164.530(d).
(Z) For each type of Confidential Information CONTRACTOR creates,
receives, maintains, uses, discloses, has access to or transmits in the performance of the
Statement of Work, CONTRACTOR will comply with the following laws rules and
regulations, only to the extent applicable and required by law:
• Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code;
• The Privacy Act of 1974;
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• OMB Memorandum 07-16;
• The Federal Information Security Management Act of 2002 (FISMA);
• The Health Insurance Portability and Accountability Act of 1996 (HIPAA)
as defined in the DUA;
• Internal Revenue Publication 1075 —Tax Information Security Guidelines
for Federal, State and Local Agencies;
• National Institute of Standards and Technology (NIST) Special
Publication 800-66 Revision 1 — An Introductory Resource Guide for
Implementing the Health Insurance Portability and Accountability Act
(HIPAA) Security Rule;
• NIST Special Publications 800-53 and 800-53A—Recommended Security
Controls for Federal Information Systems and Organizations, as currently
revised;
• NIST Special Publication 800-47 — Security Guide for Interconnecting
Information Technology Systems;
• NIST Special Publication 800-88, Guidelines for Media Sanitization;
• NIST Special Publication 800-111, Guide to Storage of Encryption
Technologies for End User Devices containing PHI; and
Any other State or Federal law, regulation, or administrative rule relating to the specific
HHS program area that CONTRACTOR supports on behalf of HHS.
(AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat
any Personal Identifying Information it creates, receives, maintains, uses, transmits,
destroys and/or discloses in accordance with Texas Business and Commerce Code, Chapter
521 and other applicable regulatory standards identified in Section 3.01(Z), and Individually
Identifiable Health Information CONTRACTOR creates, receives, maintains, uses,
transmits, destroys and/or discloses in accordance with HIPAA and other applicable
regulatory standards identified in Section 3.01(Z).
ARTICLE 4.
BREACH NOTICE,REPORTING AND CORRECTION REQUIREMENTS
4.01 Breach or Event Notification to HHS. 45 CFR 164.400-414.
(A) CONTRACTOR will cooperate fully with HHS in investigating, mitigating
to the extent practicable and issuing notifications directed by HHS, for any Event or Breach
of Confidential Information to the extent and in the manner determined by HHS.
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(B) CONTRACTOR'S obligation begins at the Discovery of an Event or
Breach and continues as long as related activity continues, until all effects of the Event are
mitigated to HHS's reasonable satisfaction (the "incident response period"). 45 CFR
164.404.
(C) Breach Notice:
(1) Initial Notice.
(a) For federal information, including without limitation, Federal
Tax Information, Social Security Administration Data, and Medicaid Client
Information, within the first, consecutive clock hour of Discovery, and for
all other types of Confidential Information not more than 24 hours after
Discovery, or in a timeframe otherwise approved by HHS in writing,
initially report to HHS's Privacy and Security Officers via email at:
privacy@HHSC.state.tx.us and to the HHS division responsible for this
DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the
Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a;
OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for
information exchange.
(b) Report all information reasonably available to
CONTRACTOR about the Event or Breach of the privacy or security of
Confidential Information. 45 CFR 164.410.
(c) Name, and provide contact information to HHS for,
CONTRACTOR's single point of contact who will communicate with
HHS both on and off business hours during the incident response period.
(2) Formal Notice. No later than two business days after the Initial
Notice above, provide formal notification to privacy@HHSC.state.tx.us and to the
HHS division responsible for this DUA, including all reasonably available
information about the Event or Breach, and CONTRACTOR's investigation,
including without limitation and to the extent available: For (a) - (m) below: 45
CFR 164.400-414.
(a) The date the Event or Breach occurred;
(b) The date of CONTRACTOR's and, if applicable,
Subcontractor's Discovery;
(c) A brief description of the Event or Breach; including how it
occurred and who is responsible (or hypotheses, if not yet determined);
(d) A brief description of CONTRACTOR's investigation and
the status of the investigation;
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(e) A description of the types and amount of Confidential
Information involved;
(f) Identification of and number of all Individuals reasonably
believed to be affected, including first and last name of the Individual and
if applicable the, Legally Authorized Representative, last known address,
age, telephone number, and email address if it is a preferred contact
method, to the extent known or can be reasonably determined by
CONTRACTOR at that time;
(g) CON 1'RACTOR'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 CON TRACTOR 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.
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4.02 Investigation, Response and Mitigation. 45 CFR 164.308, 310 and 312;
164.530
(A) CONTRACTOR will immediately conduct a full and complete investigation,
respond to the Event or Breach, commit necessary and appropriate staff and resources to
expeditiously respond, and report as required to and by HHS for incident response purposes
and for purposes of HHS's compliance with report and notification requirements, to the
reasonable satisfaction of HHS.
(B) CONTRACTOR will complete or participate in a risk assessment as
directed by HHS following an Event or Breach, and provide the final assessment, corrective
actions and mitigations to HHS for review and approval.
(C) CONTRACTOR will fully cooperate with HHS to respond to inquiries
and/or proceedings by state and federal authorities, Persons and/or Individuals about the
Event or Breach.
(D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate
injunctive relief or otherwise prevent or curtail such Event or Breach, or to recover or
protect any Confidential Information, including complying with reasonable corrective
action or measures, as specified by HHS in a Corrective Action Plan if directed by HHS
under the Base Contract.
4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. &
Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408
(Authorities)
(A) HHS may direct CONTRACTOR to provide Breach notification to
Individuals,regulators or third-parties, as specified by HHS following a Breach.
(B) CONTRACTOR shall give HHS an opportunity to review and provide
feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all
regulatory requirements regarding the time, manner and content of any notification to
Individuals, regulators or third-parties, or any notice required by other state or federal
authorities. 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 provide written
documentation of the reasons for the delay.
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(E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the
time and manner reasonably requested by CONTRACTOR, cooperate and assist with
CONTRACTOR's information requests in order to make such notifications and reports.
ARTICLE 5.
STATEMENT OF WORK
"Statement of Work" means the services and deliverables to be performed or provided by
CONTRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are
described in detail in the Base Contract. The Statement of Work, including any future amendments
thereto, is incorporated by reference in this DUA as if set out word-for-word herein.
ARTICLE 6.
GENERAL PROVISIONS
6.01 Oversight of Confidential Information
CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor
CONTRACTOR's access to and creation, receipt, maintenance, use, disclosure of the
Confidential Information to confirm that CONTRACTOR is in compliance with this DUA.
6.02 HHS Commitment and Obligations
HHS will not request CONTRACTOR to create, maintain, transmit, use or disclose PHI
in any manner that would not be permissible under applicable law if done by HHS.
6.03 HHS Right to Inspection
At any time upon reasonable notice to CON TRACTOR, 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
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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.
6.05 Governing Law,Venue and Litigation
(A) The validity, construction and performance of this DUA and the legal
relations among the Parties to this DUA will be governed by and construed in accordance
with the laws of the State of Texas.
(B) The Parties agree that the courts of Texas,will be the exclusive venue for any
litigation, special proceeding or other proceeding as between the parties that may be
brought, or arise out of, or in connection with, or by reason of this DUA.
6.06 Injunctive Relief
(A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable
injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this
DUA with respect to the Confidential Information or a provision of HIPAA or other laws or
regulations applicable to Confidential Information.
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(B) CONTRACTOR further agrees that monetary damages may be inadequate to
compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply.
Accordingly, CONTRACTOR agrees that HHS will, in addition to any other remedies
available to it at law or in equity, be entitled to seek injunctive relief without posting a bond
and without the necessity of demonstrating actual damages, to enforce the terms of this
DUA.
6.07 Responsibility.
To the extent permitted by the Texas Constitution, laws and rules, and without waiving any
immunities or defenses available to CONTRACTOR as a governmental entity, CONTRACTOR
shall be solely responsible for its own acts and omissions and the acts and omissions of its
employees, directors, officers, Subcontractors and agents. HHS shall be solely responsible for
its own acts and omissions.
6.08 Insurance
(A) As a governmental entity, and in accordance with the limits of the Texas Tort
Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, CONTRACTOR
either maintains commercial insurance or self-insures with policy limits in an amount
sufficient to cover CONTRACTOR's liability arising under this DUA. CONTRACTOR will
request that HHS be named as an additional insured. HHSC reserves the right to consider
alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility
under this DUA. Nothing herein shall relieve CONTRACTOR of its financial obligations
set forth in this DUA if CONTRACTOR fails to maintain insurance.
(B) CONTRACTOR will provide HHS with written proof that required
insurance coverage is in effect, at the request of HHS.
6.08 Fees and Costs
Except as otherwise specified in this DUA or the Base Contract, if any legal action or other
proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract
violation, Event, Breach, default, misrepresentation, or injunctive action, in connection with any of
the provisions of this DUA, each party will bear their own legal expenses and the other cost
incurred in that action or proceeding.
6.09 Entirety of the Contract
This DUA is incorporated by reference into the Base Contract as an amendment thereto
and, together with the Base Contract, constitutes the entire agreement between the parties. No
change, waiver, or discharge of obligations arising under those documents will be valid unless in
writing and executed by the party against whom such change, waiver, or discharge is sought to
be enforced. If any provision of the Base Contract, including any General Provisions or Uniform
Terms and Conditions, conflicts with this DUA, this DUA controls.
6.10 Automatic Amendment and Interpretation
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If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA and/or
Confidential Information, or (ii) any change in the judicial or administrative interpretation of any
such law, regulation or rule„ upon the effective date of such change, this DUA shall be deemed
to have been automatically amended, interpreted and read so that the obligations imposed on -
HHS and/or CONTRACTOR remain in compliance with such changes.. Any ambiguity in this
DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply
with HIPAA or any other law applicable to Confidential Information.
ARTICLE 7.
AUTHORITY TO EXECUTE
The Parties have executed this DUA in their capacities as stated below with authority to bind their
organizations on the dates set forth by their signatures.
IN WITNESS HEREOF, HHS and CONTRACTOR have each caused this DUA to be signed and
delivered by its duly authorized representative:
TEXAS HEALTH AND HUMAN SERVICES CONTRACTOR
DocuSigned by: ppJ�� � DocuSigned by:
BY: .� /6IAJGaidd Gruber BY: Ame44e polfil vez Annette Rodriguez
[31.13H01:5IuFEC4t.E... 41 LYUy1/411.1414...
NAME: NAME:
TITLE: Associate Commissioner for RLHS'ITLE: Health Director •
8/30/2017 1. 9:34 AM CDT 8/29/2017 1 5:28 PM CDT
DATE: DATE:
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Docu ,
■ SECURED
Certificate Of Completion
Envelope Id:A63F9093ED024A728E986FF98E1E80B3 Status:Completed
Subject:COUNTER OFFER2_DSHS NO.537-18-0210-00001_Corpus Christi-Nueces CPHD_RLHS-LPHS
Source Envelope:
Document Pages:66 Signatures:7 Envelope Originator:
Supplemental Document Pages:0 Initials:0 Josalyn Wilson
Certificate Pages:3
AutoNav:Enabled Payments:0 1860 Michael Faraday Dr
Envelopeld Stamping: Enabled Reston,VA 20190
Time Zone:(UTC-06:00)Central Time(US& josalyn.wilson@hhsc.state.tx.us
Canada) IP Address: 167.137.1.15
Record Tracking
Status:Original Holder:Josalyn Wilson Location: DocuSign
7/14/2017 1 1:19 PM josalyn.wilson@hhsc.state.tx.us
Signer Events Signature Timestamp
Rosalyn Lazare-Payne Completed Sent:7/14/2017 1 3:35 PM
rosalyn.lazare-payne@hhsc.state.tx.us Viewed:7/25/2017 1 8:12 AM
Texas Health and Human Services Commission Signed:7/25/2017 1 8:12 AM
Security Level: Email,Account Authentication Using IP Address: 167.137.1.13
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Ashley Healy Completed Sent:7/25/2017 1 8:12 AM
ashley.healy@hhsc.state.tx.us Viewed:7/27/2017 1 4:11 PM
Senior Counsel Signed:7/27/2017 1 4:12 PM
HHSC Using IP Address: 167.137.1.14
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Patty Melchior Completed Sent:7/27/2017 1 4:12 PM
Patty.Melchior@dshs.state.tx.us Viewed:7/28/2017 1 1:49 PM
Resource Director Signed:7/28/2017 1 1:49 PM
Department State Health Services Using IP Address: 107.77.217.57
Security Level: Email,Account Authentication Signed using mobile
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Annette Rodriguez r—DucuSignedby: Sent:7/28/2017 1 1:49 PM
annetter@cctexas.com AAAVI4e. fakri yet Viewed:7/28/2017 1 3:08 PM
Health Director
�4Fceoe27420E414 Signed:8/29/2017 1 5:28 PM
City of Corpus Christi
Security Level: Email,Account Authentication Using IP Address:64.201.138.24
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Bernie Rodriguez Completed Sent:8/29/2017 1 5:28 PM
bernie.rodriguez@hhsc.state.tx.us Viewed:8/29/2017 1 5:51 PM
Procurement Manager Signed:8/29/2017 1 5:55 PM
Texas Health and Human Services Commission Using IP Address: 167.137.1.15
Security Level:Email,Account Authentication
(None)
Signer Events Signature Timestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
David Gruber ,—Do`uSignedby: Sent:8/29/2017 5:55 PM
david.gruber@dshs.texas.gov Bd..1 ),A-11 Viewed:8/30/2017 I 9:34 AM
•—B113A6B1CFEC4CE.
Associate Commissioner for RLHS Signed:8/30/2017 I 9:34 AM
Texas Health and Human Services Commission
Security Level:Email,Account Authentication
Using IP Address: 160.42.85.8
(None) Signed using mobile
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
Justin Davis COPIED
Sent:7/14/2017 I 3:35 PM
justin.davis@dshs.state.tx.us
Department of State Health Services
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Amy Greene COPIED Sent:7/14/2017 I 3:35 PM
amy.greene@hhsc.state.tx.us Viewed:7/19/2017 I 2:24 PM
Contract Specialist V
Texas Health and Human Services Commission
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Elma Medina COPIED Sent:7/25/2017 8:12 AM
elma.medina@dshs.state.tx.us
Contract Manager
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:7/27/2017 I 4:12 PM
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
Carbon Copy Events Status Timestamp
William Milan UhlarikCOPIED
�PI E wu Sent:7/28/2017 1 1:49 PM
williamu2@cctexas.com Viewed:7/28/2017 I 3:15 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
DSHS CMU Inbox Q pI E D Sent:8/30/2017 19:34 AM
CMUContracts@dshs.texas.gov Viewed:8/30/2017 1 12:43 PM
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 8/30/2017 1 9:34 AM
Certified Delivered Security Checked 8/30/2017 1 9:34 AM
Signing Complete Security Checked 8/30/2017 I 9:34 AM
Completed Security Checked 8/30/2017 I 9:34 AM
Payment Events Status Timestamps