HomeMy WebLinkAboutResolution - 2018-R0209 - DSHS For Immunization Service - 07/12/2018Resolution No. 2018-0209
Item No. 6.1.1
July 12, 2018 RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor ofthe City of Lubbock is hereby authorized and directed to execute for and
on behalf of the City of Lubbock a Contract (HHS000109800001) under the
Immunization/Locals-ICC Grant Program, by and between the City of Lubbock and the State
of "texas' Department of State Health Services (DSHS), to provide funding for immunization
service provided by the City of Lubbock Health Department. Said Contract is attached hereto
and incorporated in this Resolution as if fully set forth herein and shall be included in the
minutes of the Council.
Passed by the City Council this July 12, 2018
Llj-��
DANIEL M. POPE, MAY
ATTEST:
R4,-arza, tty Secret v
APPRO LD AS TO CONTENT:
IAJ
atherine Wells, Director of Public 1 lealth
APPROVED AS TO FORM:
*r—on&Pe.�-Zss�iistant City Attorney
RES.DSHS-I-IHS000109800001 Immunization Grant
6.27.18
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Resolution No. 2018-0209
SIGNATURE DOCUMENT FOR
DEPARTMENT OF STATE HEALTH SERVICES
CONTRACT No. HHS000109800001
UNDER THE
IMMUNIZATION/LOCALS-ICC GRANT PROGRAM
I. PURPOSE
The Department of State Health Services ("System Agency" or "DSHS"), a pass -through entity,
and City of Lubbock ("Grantee") (each a "Party" and collectively the "Parties") enter into the
following grant contract to provide funding for immunization services (the "Contract").
II. LEGAL AUTHORITY
This Contract is authorized by and in compliance with the provisions of Health and Safety Code
Chapter 12 and Texas Government Code Chapter 791.
III. DURATION
This Contract is effective on September 1, 2018, and terminates on August 31, 2019 ("Fiscal Year
["FY"] 19"), unless renewed, extended, 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 ONE HUNDRED TWENTY-EIGHT THOUSAND
EIGHT HUNDRED THIRTY-NINE DOLLARS ($128,839.00) in state funds and ONE HUNDRED
TWENTY-EIGHT THOUSAND TWO HUNDRED SEVENTY -Six DOLLARS ($128,276.00) in federal
grant funds for a total amount not to exceed of TWO HUNDRED FIFTY-SEVEN THOUSAND ONE
HUNDRED FIFTEEN DOLLARS ($257,115.00). All expenditures under the Contract will be in
accordance with ATTACHMENT B, BUDGET.
V. NOTICE TO PROCEED
Funding for this Contract is dependent on the award of the applicable federal grant. No FY 2019
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. Notwithstanding
the preceding, at the discretion of the System Agency, Grantee may be eligible to receive
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reimbursement for eligible expenses incurred during the period of performance as defined by 2
CFR §200.309.
VI. REPORTING REQUIREMENTS
The Contract contains reporting requirement as stated in Attachment A, Statement of Work.
VII. CONTRACT REPRESENTATIVES
The following will act as the Representative authorized to administer activities under this Contract
on behalf of their respective Party.
System Agency
Texas Department of State Health Services
PO Box 149347, MC 1990
Austin, Texas 78714-9347
Attention: Tray Kirkpatrick
Grantee
City of Lubbock
P.O. Box 2000
Lubbock, Texas 79457
Attention: Katherine Wells
VIII. 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
Texas Department of State Health Services
PO Box 149347, MC 1911
Austin, Texas 78714-9347
Attention: General Counsel
Grantee
City of Lubbock
P.O. Box 2000
Lubbock, Texas 79457
Attention: City Secretary
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.
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IX. ADDITIONAL GRANT INFORMATION
Federal Award Identification Number (FAIN): TBD
Federal Award Date: TBD
Name of Federal Awarding Agency: Centers for Disease Control and Prevention
CFDA Name and Number: Immunizations and Vaccines for Children Program 93.268
Awarding Official Contact Information: TBD
SIGNATURE PAGE FOLLOWS
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SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT NO. HHS000109800001
SYSTEM AGENCY
Name:
Title:
Date of execution:
CITY OF LUBBOCK
Name: Daniel M. Pope
Title: Mayor
Date of execution: Jul; 12, 201
THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO. HMS000109800001
ARE HEREBY ATTACHED AND INCORPORATED BY REFERENCE:
ATTACHMENT A — STATEMENT OF WORK
ATTACHMENT B — BUDGET
ATTACHMENT C — UNIFORM TERMS AND CONDITIONS
ATTACHMENT D — SUPPLEMENTAL AND SPECIAL CONDITIONS
ATTACHMENT E — FEDERAL ASSURANCES AND CERTIFICATIONS
ATTACHMENT F — FFATA
ATTACHMENT G — DATA USE AGREEMENT
ATTACHMENTS FOLLOW
System Agency Contract No. HHS000109800001
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Attachment A
Statement of Work
I. GRANTEE RESPONSIBILITIES
Grantee will:
A. Implement and operate an immunization program for children, adolescents, and adults,
with special emphasis on accelerating interventions to improve the immunization
coverage of children three (3) years of age or younger (birth to 35 months of age).
Grantee shall incorporate traditional and non-traditional systematic approaches designed
to eliminate barriers, expand immunization capacity, and establish uniform operating
policies, as described herein.
B. Be enrolled as a provider in the Texas Vaccines for Children ("TVFC") and the Adult
Safety Net ("ASN") Programs by the effective date of this Contract. This includes a
signed Deputization Addendum Form (EFl1-13999) and adherence to the TVFC
Operations Manual, TVFC and ASN Provider Manual, as amended and associated
TVFC policy guidelines, as amended, provided by the DSHS Immunization Unit
(located at http://www.dshs.texas.gov/immunize.tvfc:tvfc nianual.shtm and
http://w« w.dshs.texas.gov/immunize/tvfe/publications.aspx).
C. Comply with written policies and procedures, as amended, provided by DSHS in
managing vaccines supplied through the ASN and TVFC Programs, including guidelines
for proper storage, handling, and safeguarding of vaccines in the event of natural disaster.
Grantee will comply with all requirements laid out in the final, approved Work Plan.
1. Grantee will use the current vaccine management system as described in the TVFC
and ASN Provider Manual.
2. Grantee will notify ASN and TVFC providers of changes to vaccine storage and
handling, vaccine management reporting, and present updates and training to
providers, as requested by DSHS.
3. Grantee will plan and implement community -based activities and collaborations to
accomplish the required tasks as specified in the final, approved Work Plan.
D. Transfer (which may include shipping) overstocked vaccines and vaccines approaching
expiration to alternate providers for immediate use when instructed to do so by the DSHS
Public Health Region ("PHR") Immunization Program Manager to avoid vaccine waste.
Grantee is responsible for covering the cost to ship overstocked vaccines and vaccines
approaching expiration.
E. Report all notifiable conditions as specified in Texas Administrative Code (TAC) Title
25, Part I §§97.1-97.6, as amended, and as otherwise required by law.
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F. Report all vaccine adverse event occurrences in accordance with the 1986 National
Childhood Vaccine Injury Act (NCVIA) 42 U.S.C. § 300aa-25 (located at
litti):Hvaers.lills.gov/ or 1-800-822-7967), as amended.
G. Report the number of doses administered to underinsured children monthly, as directed
by DSHS.
H. Report the number of unduplicated underinsured clients served, as directed by DSHS.
I. Inform and educate the public about vaccines and vaccine -preventable diseases, as
described in the Work Plan and in the DSHS Immunization Contractors Guide for Local
Health Departments (located at htti)s:Hdshs.texas.(-Yov/immunize/lhd.shtin).
J. Conduct outreach and collaborative activities with American Indian tribes located within
the boundaries of the Grantee's jurisdiction.
K. Report outreach done, and collaborative efforts made, with the American Indian tribes in
the Grantee's jurisdiction.
L. Work to promote a healthcare workforce within the Grantee's service area (including
Contractor's staff) that is knowledgeable about vaccines, vaccine safety, vaccine -
preventable diseases, and delivery of immunization services.
M. Not deny vaccinations to recipients because they do not reside within Grantee's
jurisdiction or because of an inability to pay an administration fee.
N. Be responsible for identification and case management of all hepatitis B surface antigen
(HBsAg)-positive pregnant women. Grantee shall ensure timely newborn post -exposure
prophylaxis (PEP) with hepatitis B vaccine and hepatitis B immune globulin (HBIG),
timely completion of doses two and three of hepatitis B vaccine, and timely completion
of post -vaccination serologic testing (PVST).
O. Be responsible for assessing and/or auditing coverage rates and/or compliance with
vaccine requirements at assigned schools and childcare facilities in accordance with the
Population Assessment Manual, which is distributed annually from the Department.
P. Be responsible for conducting outreach regarding vaccinations for children (19 through
35 months of age in the Grantee's jurisdiction) included on the list distributed to Grantee
by the ImmTrac Group at DSHS. Lists are distributed through ImmTrac2 at the start of
each quarterly reporting period.
Q. Be responsible for conducting outreach to 17-year-olds included on the lists distributed
to the Grantee on a bimonthly basis by the ImmTrac Group at DSHS to explain the
lifetime registry and obtain their consent to remain in ImmTrac2 as an adult.
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R. Be responsible for conducting outreach to existing ImmTrac2 providers that have not
logged into ImmTrac2 in the last 90 days.
S. Perform outreach and education activities targeting adolescents 14 to 18 years of age and
their parents via healthcare providers, healthcare clinics, hospitals, and any other
healthcare facility providing health care to adolescents 14 to 18 years of age to satisfy
Texas Health and Safety Code Chapter 161, Subsection A, Section 161.0095
requirements. Outreach and education activities must focus on the immunization registry
and the option for an individual who is 18 years of age or older to consent as an adult and
have their childhood immunization records stored within the immunization registry for a
lifetime. Additional outreach and educational activities may focus on high schools,
colleges, and universities.
T. Receive written approval from DSHS before varying from applicable policies,
procedures, protocols, and/or work plans, and must update and disseminate its
implementation documentation to its staff involved in activities under this Contract
within forty-eight (48) hours of making approved changes.
U. Facilitate and host coalition meetings in its local jurisdiction to promote the awareness
of the importance of immunizations and to develop strategies and methods for increasing
vaccination coverage.
V. Appoint an immunization coalition coordinator and facilitator to lead coalition
collaboration building within its local jurisdiction.
W. Engage and recruit community groups and immunization stakeholders in a collaboration
to increase community vaccination coverage levels. When a new partner is recruited into
the coalition, Grantee shall establish a letter of agreement, memorandum of
understanding, or other documentation to confirm the partner's intent to participate in the
coalition. The letter of agreement, memorandum of understanding, or other
documentation shall include provisions defining the coalition and its goals.
X. Provide signed letters of agreement and other documentation of commitment, as
requested by DSHS.
Y. Develop and maintain a planning group with the goal of establishing a sustainable
mechanism for the coalition at the local level.
Z. Develop, lead, direct, and host no less than one meeting per quarter with immunization
stakeholders and community partners within the Grantee's local jurisdiction during the
Contract term.
AA. Attend all Texas Immunization Stakeholder Working Group (TISWG) meetings and
other designated stakeholder meetings, as determined by the Immunization Unit, held
throughout the Contract term.
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BB. Attend and participate in required coalition development and capacity building trainings
sponsored by DSHS.
CC. Report on the identified immunization stakeholders and community partners showing a
commitment to collaborate with the Grantee to increase vaccination coverage rates.
DD. Receive technical assistance, including specialized training and support, provided by
DSHS.
EE. Participate in one on -site technical assistance visit per Fiscal Year to be scheduled during
the Contract period.
FF. Participate in monthly calls to provide updates on coalition collaboration activities and
receive updated information from DSHS.
GG. Review monthly Contract funding expenditures and salary savings from any Contract -
paid staff vacancies and revise spending plan to ensure that all funds will be properly
expended under this Contract before the end of each Fiscal Year/the Contract term.
HH. Send at least one representative to Immunization Unit mandatory meetings, including the
TVFC Annual Training typically held in the first two quarters of the Fiscal Year and
another training as determined by DSHS. Additional mandatory meetings may be
required during the Contract term.
II. Submit out-of-state travel requests to the Immunization Unit for approval when utilizing
Contract funds or program income.
JJ. Comply with all applicable federal and state regulations and statutes, as amended,
including but not limited to:
1. Human Resources Code §42.043, VTCA;
2. Education Code §§38.001-38.002, VTCA;
3. Health and Safety Code §§12.032, 81.023, and 161.001-161.009, VTCA;
4. TAC Title 25, Chapter 97;
5. TAC Title 25, Chapter 96;
6. TAC Title 25, Chapter 100;
7. 42 USC §§247b and 300 as-25;
8. Omnibus Budget Reconciliation Act of 1993, 26 USC §4980B.
KK. Comply with current applicable state and federal standards, policies and guidelines,
including but not limited to DSHS Standards for Public Health Clinic Services, revised
August 31, 2004 (located at http://www.dslis.texas.gov/qmb/default.slitm#public).
LL. Utilize the Assessment, Feedback, Incentives, and eXchange (AFIX) on-line tool and
methodology to assess immunization practices and coverage rates for all subcontracted
entities and non -local health department clinics. Immunization provider coverage rates
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will be generated using the Comprehensive Clinic Assessment Software Application
(CoCASA), as specified by DSHS.
MM. Utilize the Centers for Disease Control and Prevention (CDC) Provider Education,
Assessment, and Reporting (PEAR) system and directly enter data into PEAR to
document TVFC compliance site visits for all subcontracted entities and non -local health
department clinics. If not entered directly into PEAR at the time of the visit, the Grantee
shall submit the final assessment results in the PEAR system within twenty-four (24)
hours of conducting the visit.
NN. Utilize the CDC PEAR system and directly enter data into PEAR to document TVFC
unannounced storage and handling visits conducted at TVFC provider offices. If not
entered directly into PEAR at the time of the visit, the Grantee shall submit the final
unannounced storage and handling visit results in the PEAR system within twenty-four
(24) hours of conducting the visit.
00. Complete and submit Immunization Inter -Local Agreement (ILA) Quarterly Report
form, utilizing the format provided by the DSHS Immunization Unit and available at
https:Hdshs.texas.gov/immunize/lhd.slitin, by the report due date. If the due date falls on
a weekend or state approved holiday, the report is due the next business day.
Report Type
Reporting Period
Report Due Date
Programmatic
09/1/2018 to 11/30/2018
12/31/2018
Programmatic
12/1/2018 to 02/28/2019
3/31/2019
Programmatic
03/1/2019 to 05/30/2019
6/30/2019
Programmatic
06/1/2019 to 08/31/2019
09/30/2019
Submit quarterly reports electronically through SurveyGizmo following instructions
provided by the DSHS Immunization Unit and according to the time frames stated above.
Supplemental report documents (PEAR and AFIX reports, vacancy letters, etc.) should be
sent to dshsimIII unizationcontracts�dshs.texas.gov.
II. PERFORMANCE MEASURES
A. 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.
B. The following performance measures will be used, in part, to assess Grantee's effectiveness
in providing the services described in this Contract, without waiving the enforceability of
any of the terms of the Contract.
Investigate and document, in accordance with DSHS Emerging and Acute
Infectious Disease Investigation Guidelines (located at
http://Nvww.dslis.texas.gov/IDCU/investigation/Investigation-Guidance.xls) and NBS
Data Entry Guidelines (located at
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https://Lrnedss.clshs.le,ya.s.gor:8009/PHINDo.VIUserRcsorlrc•es/NBS DataEntrl,Guid
e2017. )cl , at least 90% of confirmed or probable reportable vaccine -preventable
disease cases within thirty (30) days of initial report to public health.
2. Complete 100% of the follow-up activities, designated by DSHS, for TVFC
provider quality assurance site visits assigned by DSHS.
3. Contact and provide case management to 100% of the number of hepatitis B surface
antigen -positive pregnant women identified.
4. Contact 3% or 250 children (whichever is more), per each Full Time Equivalent
(FTE) Contract employee position that conducts ImmTrac2 activities, who are not
up to date on their immunizations according to the ImmTrac2-generated client list
provided to the Grantee by DSHS at the beginning of each reporting period.
Participate in at least one (1) collaborative meeting concerning tribal health issues,
concerns, or needs with American Indian tribal members during the Contract term
if American Indian tribes are in their jurisdiction.
6. Review 100% of monthly biological reports, vaccine orders (when applicable), and
temperature recording forms for accuracy to ensure the vaccine supply is
appropriately maintained and within established maximum stock levels. Review
and approval for vaccine orders (when applicable) must be documented in the
Electronic Vaccine Inventory (EVI) system.
7. Complete 100% of childcare facility and Head Start center audits and assessments,
in accordance with the Immunization Population Assessment Manual, as assigned
by the DSHS Immunization Unit.
8. Complete 100% of public and private school audits, assessments, retrospective
surveys, and validation surveys, in accordance with the Immunization Population
Assessment Manual, as assigned by DSHS.
III. INVOICE AND PAYMENT
A. Grantee shall request payment by preparing an invoice and submitting acceptable
supporting documentation for reimbursement of the required services/deliverables.
Invoices and supporting documentation provided shall be submitted to DSHS no later than
30 days after the last day of each month. Documentation shall be submitted in a format
approved by DSHS Immunization Unit.
B. At a minimum invoices should include:
1. Grantee name, address, email address, vendor identification number or Social
Security number, and telephone number;
DSHS Contract or Purchase Order number;
Dates services were completed and/or products were delivered; and
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4. The total invoice amount.
C. Supporting documentation must include:
1. Receipts with a zero balance for items such as hotel, rental car and fuel, taxi, airline
fare or mileage as documented by a readily available online mapping service;
2. Receipts for supplies, registration fees and other items ordered and paid;
3. A copy of the Personnel and Temporary Staff General Ledger for the period which
supports the budget items requesting reimbursement; and
4. Paid invoices to contractors for services received.
5. Receipts for meals are not required.
D. Grantee shall request monthly payments using the State of Texas Purchase Voucher (Form
B-13) at http://NNww.dshs.texas.gov/grants/forms.shtm. Voucher and supporting
documentation shall be mailed or submitted by fax or electronic mail to DSHS Claims
Processing Unit at the address/number below, and also sent via email to Tray Kirkpatrick,
DSHS Contract Management Section, at Tray. Kirk patrickndshs.texas. gov, and to the
Immunization Unit at DSHSImmLin izationContracts n,dshs.texas.gov.
Department of State Health Services
Claims Processing Unit, MC 1940
1100 West 49t" Street
P.O. Box 149347
Austin, TX 78714-9347
FAX: (512) 458-7442
EMAIL: invoices@dshs.texas.gov
E. Grantee will be paid on a cost reimbursement basis and in accordance with the Budget in
Attachment B of this Contract.
F. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event
of financial shortfalls. DSHS will monitor Grantee's expenditures on a monthly basis. If
expenditures are below what is projected in Grantee's total Contract amount, Grantee's
budget may be subject to a decrease for the remainder of the Contract term. Vacant
positions existing after ninety (90) days may result in a decrease in funds.
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ATTACHMENT B
BUDGET
Organization Name: City of Lubbock
Program ID: IMM/LOCALS-ICC
Contract Number: HHS000109800001
Budget Categories
DSHS Funds
Requested
Category Total
Personnel
$147,367.00
$147,367.00
Fringe Benefits
$57,473.00
$57,473.00
Travel
$8,545.00
$8,545.00
Equipment
$0.00
$0.00
Supplies
$24,750.00
$24,750.00
Contractual
$18,980.00
$18,980.00
Other
$0.00
$0.00
Total Direct Costs
$257,115.00
$257,115.00
Indirect Costs
$0.00
$0.00
Totals
$257,115.00
$257,115.00
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HHSC Uniform Terms and Conditions Version 2.15
Published and Effective: September 1, 2017
Responsible Office: Chief Counsel
TEXAS
Health and Human Services
Health and Human Services Commission
HHSC Uniform Terms and Conditions - Grant
Version 2.15
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TABLE: OF CONTENTS
ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS ....................................
4
1.01
Definitions..........................................................................................................................
4
1.02
Literpretive 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
Nonstlpplanting................................................................................................................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
Litellectual 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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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 It MISCELLANEOUS PROVISIONS................................................................. 13
9.01
Amendment....................................................................................................................13
9.02
Insurance........................................................................................................................ 13
9.03
Legal Obligations...........................................................................................................14
9.04
Pennitting 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 9.1.11
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ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS
1.01 Definitions
As used in this Contract, unless the context clearly indicates otherwise, the following teens and
conditions have the meanings assigned below:
' :4lnendnicnt" 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, terns, 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.
"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.
"lIealth and lluman Services Commission" or "1111SC" means the administrative agency
established under Chapter 531, Texas Government Code or its designee.
"1I1-113" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas
Government Code.
"Intellectual Properly" means inventions and business processes, whether or not patentable;
works of authorship; trade secrets; trademarks; service marks; industrial designs; and creations
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 Prot6g6 ' means the Comptroller of Public Accounts' leadership program found at:
htlp://vvww.window.stitte.tx.Lis/procureutenUprog/hub%mentoiT)rotege
Grantee Uniform Terms and Conditions
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"Parties" means the System Agency and Grantee, collectively.
"Party" means either the System Agency or Grantee, individually.
"Pro rant" 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 htformation 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.
,,Sip -nature 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 Tca-travel" means Texas Administrative Code, Title 34, Part 1, Chapter 5,
Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any.
"Systent Agencv" 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: HHSC and the Department of State Health Services.
"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 ternis 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 tern "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
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
Grantee Uniform Terms and Conditions
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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.
It. This Contract may use several different limitations, regulations, or policies to regulate the
same or similar [natters. 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 Subnussion
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
the end of the term of the Contract. Reimbursement or payment requests received in the System
Grantee Uniform Terms and Conditions
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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 terns, 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 tinder 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 tinder 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 become 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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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 finding 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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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 finds 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
v. 9.1.17
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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, expends a 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 shall procure audit services in
compliance with this section, state procurement procedures, as well as with the provisions of
UGMS.
4.03 Submission of Audit
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@hisc.state.tx.us
hhsc.state.tx.us
ARTICLE V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS
5.01 General Affirmations
Grantee certifies that, to the extent General Affirnmations 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.
Grantee Uniform Terms and Conditions
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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, die Texas State Auditor's Office, the
United States Government, and their authorized representatives sufficient information to
detennine compliance with the terms and conditions of this Contract and all state and federal
rues, 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 tinder 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 temis 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 raider this Contract.
7.06 Public Information Act
Information related to the performance of this Contract may be subject to the PIA and will be
witlmlmeld from public disclosure or released only in accordance therewith. Grantee trust 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 detennines 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 tennination 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
Grantee Uniform Terms and Conditions
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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
Grantee Uniform Terms and Conditions
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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 terns 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
respectto:
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 Teclmical 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
Grantee Uniform Terms and Conditions
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writine, 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 forutm 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
Grantee Uniform Terms and Conditions
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matter, including in any promotional or marketing materials, customer lists, or business
presentations.
Grantee may publish, at its sole expense, results of Grantee performance under the Contract with
the System Agency's prior review and approval, which the System Agency may exercise at its
sole discretion. Any publication (written, visual, or sound) will acknowledge the support
received from the System Agency and any Federal agency, as appropriate.
9.15 Prohibition on Non -compete Restrictions
Grantee will not require any employees or Subcontractors to agree to any conditions, such as
non -compete clauses or other contractual arrangements that would limit or restrict such persons
or entities from employment or contracting with the State of Texas.
9.16 No Waiver of Sovereign Immunity
Nothing in the Contract will be construed as a waiver of sovereign immunity by the System
Agency.
9.17 Entire Contract and Modification
The Contract constitutes the entire agreement of the Parties and is intended as a complete and
exclusive statement of the promises, representations, negotiations, discussions, and other
agreements that may have been made in connection with the subject matter hereof. Any
additional or conflicting terms in any future document incorporated into the Contract will be
harmonized with this Contract to the extent possible by the System Agency.
9.18 Counterparts
This Contract may be executed in any number of counterparts, each of which will be an original,
and all such counterparts will together constitute but one and the same Contract.
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 tern 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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Grantee Uniform Terms and Conditions
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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 infornied 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: httn:•.'hhscx.hhse.texas.eov/system-suppori-
selvices/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
tell (10) calendar days after receipt of a complaint. Notice provided pursuant to this section
must be directed to:
HHSC Civil Rights Office
701 W. 51"Street, Mail Code W206
Austin, Texas 78751
Phone Toll Free: (888) 388-6332
Phone: (512) 438-4313
Grantee Uniform Terms and Conditions
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TTY Toll Free: (877) 432-7232
Fax: (512) 438-5885.
Y. A.t.17
Grantee Uniform Terms and Conditions
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ATTACHMENT D
SUPPLEMENTAL CONDITIONS
There are no Supplemental Conditions for this Contract that modifies this Contract's HHS Uniform
Terms and Conditions.
SPECIAL CONDITIONS
SECTION 1.01 NOTICE OF CONTRACT ACTION
Grantee shall notify their 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 its 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 their contract manager when Grantee
has knowledge or any reason to believe that they or any person with ownership or
controlling interest in the organization/business, or their agent, employee, contractor or
volunteer that is providing services under this Contract has:
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
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.
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Section 1.04 Grantee's Notification of Change of Contact Person or Key Personnel
The Grantee shall notify in writing their contract manager assigned 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. Community evacuation;
b. Health and medical assistance;
c. Assessment of health and medical needs;
d. Health surveillance;
e. Medical care personnel;
f. Health and medical equipment and supplies;
g. Patient evacuation;
h. In -hospital care and hospital facility status;
i. Food, drug and medical device safety;
j. Worker health and safety;
k. Mental health and substance abuse;
1. Public health information;
m. Vector control and veterinary services; and
n. Victim identification and mortuary services.
SECTION 1.06 CONSENT BY NON -PARENT OR OTHER STATE LAW TO MEDICAL CARE OF A
MINOR
Unless a federal law applies, before a Grantee or its contractor can provide medical, dental,
psychological or surgical treatment to a minor without parental consent, informed consent must be
obtained as required by Texas Family Code Chapter 32.
SECTION 1.07 TELEMEDICINE/TELEPSYCHIATRY MEDICAL SERVICES
If Grantee or its Contractor uses telemedicine/telepsychiatry, these services shall be in accordance
with the Grantee's written procedures. Grantee must use a protocol approved by Grantee's medical
director and equipment that complies with the System Agency equipment standards, if applicable.
Grantee's procedures for providing telemedicine service must include the following
requirements:
a. Clinical oversight by Grantee's medical director or designated physician
responsible for medical leadership;
b. Contraindication considerations for telemedicine use;
c. Qualified staff members to ensure the safety of the individual being served by
telemedicine at the remote site;
d. Safeguards to ensure confidentiality and privacy in accordance with state and federal
laws;
e. Use by credentialed licensed providers providing clinical care within the scope of their
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licenses;
f. Demonstrated competency in the operations of the system by all staff members who
are involved in the operation of the system and provision of the services prior to
initiating the protocol;
g. Priority in scheduling the system for clinical care of individuals;
h. Quality oversight and monitoring of satisfaction of the individuals served; and
i. Management of information and documentation for telemedicine services that ensures
timely access to accurate information between the two sites. Telemedicine Medical
Services does not include chemical dependency treatment services provided by
electronic means under 25 Texas Administrative Code Rule § 448.911.
SECTION 1.08 SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH
PROFICIENCY
a. Grantee shall take reasonable steps to provide services and information both orally and
in writing, in appropriate languages other than English, to ensure that persons with
limited English proficiency are effectively informed and can have meaningful access to
programs, benefits and activities.
b. Grantee shall identify and document on the client records the primary language/dialect
of a client who has limited English proficiency and the need for translation or
interpretation services and shall not require a client to provide or pay for the services of
a translator or interpreter.
c. Grantee shall make every effort to avoid use of any persons under the age of 18 or any
family member or friend of the client as an interpreter for essential communications
with a client with limited English proficiency, unless the client has requested that
person and using the person would not compromise the effectiveness of services or
violate the client's confidentiality and the client is advised that a free interpreter is
available.
SECTION 1.09 THIRD PARTY PAVORS
Except as provided in this Contract, Grantee shall screen all clients and may not bill the System
Agency for services eligible for reimbursement from third party payors, who are any person or entity
who has the legal responsibility for paying for all or part of the services provided, including
commercial health or liability insurance carriers, Medicaid, or other federal, state, local and private
funding sources.
As applicable, the Grantee shall:
a. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing
approved services authorized under this Contract that may be covered by those programs
and bill those programs for the covered services;
b. Provide assistance to individuals to enroll in such programs when the screening process
indicates possible eligibility for such programs;
c. Allow clients that are otherwise eligible for System Agency services, but cannot pay a
deductible required by a third party payor, to receive services up to the amount of the
deductible and to bill the System Agency for the deductible;
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d. Not bill the System Agency for any services eligible for third party reimbursement until all
appeals to third party payors have been exhausted;
e. Maintain appropriate documentation from the third party payor reflecting
attempts to obtain reimbursement;
f. Bill all third party payors for services provided under this Contract before submitting any
request for reimbursement to System Agency; and
g. Provide third party billing functions at no cost to the client.
SECTION 1.10 HIV/AIDS MODEL WORKPLACE GUIDELINES
Grantee shall implement System Agency's policies based on the Human Immunodeficiency
Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS), AIDS Model Workplace Guidelines
for Businesses at http://www.dshs.state.tx.us/Iiivstd/policy/policies.slitm, State Agencies and
State Grantees Policy No. 090.021.
Grantee shall also educate employees and clients concerning HIV and its related conditions,
including AIDS, in accordance with the Texas. Health & Safety Code §§ 85.112-114.
SECTION 1.11 MEDICAL RECORDS RETENTION
Grantee shall retain medical records in accordance with 22 TAC §165.1(b) or other applicable
statutes, rules and regulations governing medical information.
SECTION 1.12 NOTICE OF A LICENSE ACTION
Grantee shall notify their contract manager of any action impacting its license to provide services
under this Contract within five days of becoming aware of the action and include the following:
a. Reason for such action;
b. Name and contact information of the local, state or federal department or agency or
entity;
c. Date of the license action; and
d. License or case reference number.
SECTION 1.13 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.
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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.
SECTION 1.14 GRANTEE'S CERTIFICATION OF MEETING OR EXCEEDING TOBACCO -FREE
WORKPLACE POLICY MINIMUM STANDARDS.
Grantee certifies that it has adopted and enforces a Tobacco -Free Workplace Policy that
meets or exceeds all of the following minimum standards of:
a) Prohibiting the use of all forms of tobacco products, including but not limited to
cigarettes, cigars, pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes,
smokeless tobacco, snuff and chewing tobacco;
b) Designating the property to which this Policy applies as a "designated area," which
must at least comprise all buildings and structures where activities funded under this
Contract are taking place, as well as Grantee owned, leased, or controlled sidewalks,
parking lots, walkways, and attached parking structures immediately adjacent to this
designated area;
c) Applying to all employees and visitors in this designated area; and
d) Providing for or referring its employees to tobacco use cessation services.
If Grantee cannot meet these minimum standards, it must obtain a waiver from the System
Agency.
SECTION 1.15 PROPERTY INVENTORY AND PROTECTION OF ASSETS.
Contractor shall maintain an inventory of equipment, supplies defined as controlled
assets, and property and submit an annual cumulative report of the equipment and other
property on Contractor's Property Inventory Report to the Department's Contract
Oversight and Support Section, Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-
9347, no later than October 15th of each year. The report is located on the DSHS website
at: littp:HNvww.dslis.state. tx.us/con tracts/forms.shtm.
Program Equipment, Program Supplies, Property Management and Reporting.
a. Grantee shall initiate the purchase of all Equipment approved in writing by the System
Agency in the first quarter of the Contract term, as applicable. Failure to timely initiate
the purchase of Equipment may result in the loss of availability of funds for the
purchase of Equipment. Requests to purchase previously approved Equipment after the
first quarter in the Contract must be submitted to the assigned System Agency contract
manager.
b. Controlled Assets include firearms, regardless of the acquisition cost, and the following
assets with an acquisition cost of $500 or more, but less than $5,000: desktop and
laptop computers (including notebooks, tablets and similar devices), non -portable
printers and copiers, emergency management equipment, communication devices and
systems, medical and laboratory equipment, and media equipment. Controlled Assets
are considered Supplies.
c. Grantee shall maintain an inventory of Equipment, supplies defined as Controlled
Assets, and real property and submit an annual cumulative report of the equipment and
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other property on HHS System Agency Grantee's Property Inventory Report to the
assigned System Agency contract manager by e-mail not later than October 15 of each
year.
d. System Agency funds must not be used to purchase buildings or real property without
prior written approval from the System Agency. Any costs related to the initial
acquisition of the buildings or real property are not allowable without written pre -
approval.
e. At the expiration or termination of this Contact for any reason, title to any remaining
equipment and supplies purchased with funds under this Contract reverts to System
Agency. Title may be transferred to any other party designated by System Agency. The
System Agency may, at its option and to the extent allowed by law, transfer the
reversionary interest to such property to Grantee.
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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
and the institutional, managerial and financial capability
(including funds sufficient to pay the non -Federal share
of project cost) to ensure proper planning, management
and completion of the project described in this
application.
2. Will give the awarding agency, the Comptroller General
of the United States and, if appropriate, the State,
through any authorized representative, access to and
the right to examine all records, books, papers, or
documents related to the award; and will establish a
proper accounting system in accordance with generally
accepted accounting standards or agency directives.
3. Will establish safeguards to prohibit employees from
using their positions for a purpose that constitutes or
presents the appearance of personal or organizational
conflict of interest, or personal gain.
4. Will initiate and complete the work within the applicable
time frame after receipt of approval of the awarding
agency.
5. Will comply with the Intergovernmental Personnel Act of
1970 (42 U.S.C. §§4728-4763) relating to prescribed
standards for merit systems for programs funded under
one of the 19 statutes or regulations specified in
Appendix A of OPM's Standards for a Merit System of
Personnel Administration (5 C.F.R. 900, Subpart F).
6. Will comply with all Federal statutes relating to
nondiscrimination. These include but are not limited to:
(a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352)
which prohibits discrimination on the basis of race, color
or national origin; (b) Title IX of the Education
Amendments of 1972, as amended (20 U.S.C.§§1681-
1683, and 1685-1686), which prohibits discrimination on
the basis of sex; (c) Section 504 of the Rehabilitation
Act of 1973, as amended (29 U.S.C. §794), which
prohibits discrimination on the basis of handicaps; (d)
the Age Discrimination Act of 1975, as amended (42 U.
S.C. §§6101-6107), which prohibits discrimination on
the basis of age; (e) the Drug Abuse Office and
Treatment Act of 1972 (P.L. 92-255), as amended,
relating to nondiscrimination on the basis of drug
abuse; (f) the Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation
Act of 1970 (P.L. 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or
alcoholism; (g) §§523 and 527 of the Public Health
Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290
ee- 3), as amended, relating to confidentiality of alcohol
and drug abuse patient records; (h) Title VIII of the Civil
Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as
amended, relating to nondiscrimination in the sale,
rental or financing of housing; (i) any other
nondiscrimination provisions in the specific statute(s)
under which application for Federal assistance is being
made; and, Q) the requirements of any other
nondiscrimination statute(s) which may apply to the
application.
Will comply, or has already complied, with the
requirements of Titles II and III of the Uniform
Relocation Assistance and Real Property Acquisition
Policies Act of 1970 (P.L. 91-646) which provide for
fair and equitable treatment of persons displaced or
whose property is acquired as a result of Federal or
federally -assisted programs. These requirements
apply to all interests in real property acquired for
project purposes regardless of Federal participation in
purchases.
8. Will comply, as applicable, with provisions of the
Hatch Act (5 U.S.C. §§1501-1508 and 7324-7328)
which limit the political activities of employees whose
principal employment activities are funded in whole
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
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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
requirements of Section 102(a) of the Flood Disaster
Protection Act of 1973 (P.L. 93-234) which requires
recipients in a special flood hazard area to participate in the
program and to purchase flood insurance if the total cost of
insurable construction and acquisition is $10,000 or more.
11. Will comply with environmental standards which may be
prescribed pursuant to the following: (a) institution of
environmental quality control measures under the National
Environmental Policy Act of 1969 (P.L. 91-190) and
Executive Order (EO) 11514; (b) notification of violating
facilities pursuant to EO 11738; (c) protection of wetlands
pursuant to EO 11990; (d) evaluation of flood hazards in
floodplains in accordance with EO 11988; (e) assurance of
project consistency with the approved State management
program developed under the Coastal Zone Management
Act of 1972 (16 U.S.C. §§1451 et seq.); (f) conformity of
Federal actions to State (Clean Air) Implementation Plans
under Section 176(c) of the Clean Air Act of 1955, as
amended (42 U.S.C. §§7401 et seq.); (g) protection of
underground sources of drinking water under the Safe
Drinking Water Act of 1974, as amended (P.L. 93-523);
and, (h) protection of endangered species under the
Endangered Species Act of 1973, as amended (P.L. 93-
205).
12. Will comply with the Wild and Scenic Rivers Act of
1968 (16 U.S.C. §§1271 et seq.) related to protecting
components or potential components of the national
wild and scenic rivers system.
14. Will comply with P.L. 93-348 regarding the protection of
human subjects involved in research, development, and
related activities supported by this award of assistance.
15. Will comply with the Laboratory Animal Welfare Act of
1966 (P.L. 89-544, as amended, 7 U.S.C. §§2131 et
seq.) pertaining to the care, handling, and treatment of
warm blooded animals held for research, teaching, or
other activities supported by this award of assistance.
16. Will comply with the Lead -Based Paint Poisoning
Prevention Act (42 U.S.C. §§4801 et seq.) which
prohibits the use of lead -based paint in construction or
rehabilitation of residence structures.
17. Will cause to be performed the required financial and
compliance audits in accordance with the Single Audit
Act Amendments of 1996 and OMB Circular No. A-133,
"Audits of States, Local Governments, and Non -Profit
Organizations."
18. Will comply with all applicable requirements of all other
Federal laws, executive orders, regulations, and policies
governing this program.
19. Will comply with the requirements of Section 106(g) of
the Trafficking Victims Protection Act (TVPA) of 2000, as
amended (22 U.S.C. 7104) which prohibits grant award
recipients or a sub -recipient from (1) Engaging in severe
forms of trafficking in persons during the period of time
that the award is in effect (2) Procuring a commercial
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
Mayor
APPLICANT ORGANIZATION
DATE SUBMITTED
city of Lubbock
Standard Form 424E (Rev. 7.97) Back
DocuSign Envelope ID: D80566E4-B5E9-4B61-8738-EB808ABDE2EB
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 subjec t 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 Lubbock
` PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE
Prefix: I I ` First Name: L Daniel Middle Name: I M.
` Last Name:I Pope Suffix:
`Title: rMayor
SIGNATURE: I ��� v Y —1 -DATE: I JuIv 12 2018 11
DocuSign Envelope ID: D80566E4-B5E9-4B61-8738-EB808ABDE2EB
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:
City of Lubbock
Primary Address of Contractor:
1625 13th street, Lubbock Texas 79401
FFATA Contact # 1 Name, Email and Phone Number:
Linda Cuellar
Lcuellar@mylubbock.us
806-775-3253
FFATA Contact #2 Name, Email and Phone Number:
Amber Aguilar
aaguilar@mylubbock.us
806-775-2149
ZIP Code: 9-digits Required www.usps.com DUNS Number: 9-digits Required www.sam.sov
794 1- 830 _ 058 13193
State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits
756p001906
Printed Name of Authorized Representative Signatyre of Authgpizqd Representative
Daniel M. Pope
Title of Authorized Representative I Date
Mayor I July 12, 2018
Department of State Health Services Form 4734 — June 2013
DocuSign Envelope ID: D80566E4-B5E9-4B61-8738-EB808ABDE2EB
Fiscal Federal Funding Accountability and Transparency Act
(FFATA) CERTIFICATION
As the duly authorized representative (Signor) of the Contractor, I hereby certify that
the statements made by me in this certification form are true, complete and correct to
the best of my knowledge.
Did your organization have a gross income, from all sources, of less than $300,000 in
your previous tax year? ❑ Yes Q No
If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification.
If your answer is "No", answer questions "A" and "B".
A. Certification Regarding % of Annual Gross from Federal Awards.
Did your organization receive 80% or more of its annual gross revenue from federal
awards during the preceding fiscal year? ❑ Yes 0 No
B. Certification Regarding Amount of Annual Gross from Federal Awards.
Did your organization receive $25 million or more in annual gross revenues from federal
awards in the preceding fiscal year? ® Yes ❑ No
If your answer is "Yes" to both question "A" and "B", you must answer question "C".
If your answer is "No" to either question "A" or "B", skip question "C" and finish the
certification.
C. Certification Regarding Public Access to Compensation Information.
Does the public have access to information about the compensation of the senior
executives in your business or organization (including parent organization, all branches,
and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the
Internal Revenue Code of 1986? ❑ Yes ❑ No
If your answer is "Yes" to this question, where can this information be accessed?
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
DocuSign Envelope ID: D80566E4-B5E9-4B61-8738-EB808ABDE2EB
I I I IS Contract No. 1 II 1S000109800001
DATA USE AGREEMENT
BETWEEN THE
TEXAS HEALTH AND HUMAN SERVICES ENTERPRISE
AND
CITY OF LUBBOCK ("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 City of Lubbock, a political subdivision of the State of Texas
("CONTRACTOR"), and incorporated into the terms of HHS Contract No., 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:
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(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:
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(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) CONTRACTOR will establish, implement and maintain appropriate
sanctions against any member of its Workforce or Subcontractor who fails to comply with this
DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of
sanctions and produce it to HHS upon request.45 C.F.R. 164.308(a)(1)(ii)(C); 164.530(e);
164.410(b); 164.530(b)(1)
(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 Infonnation, 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).
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(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)(Y)(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) (Y) (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 ofthe HIPAA Privacy Regulations. 45 CFR
164. 504(e) (2) (Y) (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 TA 202.
(M) Except as otherwise limited by this DUA, the Base Contract, or law
applicable to the Confidential Information, CONTRACTOR may use PHI for the proper
management and administration of CONTRACTOR or to carry out CONTRACTOR's
legal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law
applicable to the Confidential Information, CONTRACTOR may disclose PHI for the
proper management and administration of CONTRACTOR, or to carry out
CONTRACTOR's legal responsibilities, if. 45 CFR 164.504(e)(4)(A).
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(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)(o
(P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy
Confidential Information in a secure fashion that protects against any reasonably anticipated
threats or hazards to the security or integrity of such information or unauthorized uses. 45
CFR 164.306, 164.530(c)
(Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential
Information, CONTRACTOR will complete and return to HHS at
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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 (MIST) 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 CONTRACTOR and is responsible for the development and
implementation of the privacy and security requirements in this DUA. CONTRACTOR will
provide name and current address, phone number and e-mail address for such designated
officials to HHS upon execution of this DUA and prior to any change. 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
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
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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(i)(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;
• 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;
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• Internal Revenue Publication 1075 — Tax Information Security Guidelines
for Federal, State and Local Agencies;
• National Institute of Standards and Technology (MIST) 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.
(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.
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(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;
(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;
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(g) CONTRACTOR's initial risk assessment of the Event or
Breach demonstrating whether individual or other notices are required by
applicable law or this DUA for HHS approval, including an analysis of
whether there is a low probability of compromise of the Confidential
Information or whether any legal exceptions to notification apply;
(h) CONTRACTOR's recommendation for HHS's approval as to
the steps Individuals and/or CONTRACTOR on behalf of Individuals,
should take to protect the Individuals from potential harm, including without
limitation CONTRACTOR's provision of notifications, credit protection,
claims monitoring, and any specific protections for a Legally Authorized
Representative to take on behalf of an Individual with special capacity or
circumstances;
(i) The steps CONTRACTOR has taken to mitigate the harm or
potential harm caused (including without limitation the provision of
sufficient resources to mitigate);
0) The steps CONTRACTOR has taken, or will take, to prevent
or reduce the likelihood of recurrence of a similar Event or Breach;
(k) Identify, describe or estimate the Persons, Workforce,
Subcontractor, or Individuals and any law enforcement that may be involved
in the Event or Breach,
(1) A reasonable schedule for CONTRACTOR to provide regular
updates during normal business hours to the foregoing in the future for
response to the Event or Breach, but no less than every three (3) business
days or as otherwise directed by HHS, including information about risk
estimations, reporting, notification, if any, mitigation, corrective action, root
cause analysis and when such activities are expected to be completed; and
(m) Any reasonably available, pertinent information, documents or
reports related to an Event or Breach that HHS requests following
Discovery.
4.02 Investigation, Response and Mitigation. 45 CFR 164.308, 310 and 312; 164.530
(A) CONTRACTOR will immediately conduct a full and complete investigation,
respond to the Event or Breach, commit necessary and appropriate staff and resources to
expeditiously respond, and report as required to and by HHS for incident response purposes
and for purposes of HHS's compliance with report and notification requirements, to the
reasonable satisfaction of HHS.
(B) CONTRACTOR will complete or participate in a risk assessment as directed
by HHS following an Event or Breach, and provide the final assessment, corrective actions
and mitigations to HHS for review and approval.
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(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.
(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.
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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 CONTRACTOR, or if HHS determines that
CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to
inspect the facilities, systems, books and records of CONTRACTOR to monitor compliance with this
DUA. For purposes of this subsection, HHS's agent(s) include, without limitation, the HHS Office of
the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal
counsel or other designee.
6.04 Term; Termination of DUA; Survival
This DUA will be effective on the date on which CONTRACTOR executes the DUA, and
will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is
extended or amended, this DUA shall be extended or amended concurrent with such extension or
amendment.
(A) HHS may immediately terminate this DUA and Base Contract upon a material
violation of this DUA.
(B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its
obligation to return or Destroy the Confidential Information as set forth in this DUA and to
continue to safeguard the Confidential Information until such time as determined by HHS.
(C) If HHS determines that CONTRACTOR has violated a material term of this
DUA; HHS may in its sole discretion:
(1) Exercise any of its rights including but not limited to reports, access
and inspection under this DUA and/or the Base Contract; or
(2) Require CONTRACTOR to submit to a Corrective Action Plan,
including a plan for monitoring and plan for reporting, as HHS may determine
necessary to maintain compliance with this DUA; or
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(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.
(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.
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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
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.
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Ill IS Contract No. III IS000109800001
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
BY: BY:
NAME: NAME:
TITLE: TITLE:
DATE:
DATE:
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SIGNATURE DOCUMENT FOR
DEPARTMENT OF STATE HEALTH SERVICES
CONTRACT No. HHS000109800001
UNDER THE
IMMUNIZATION/LOCALS-ICC GRANT PROGRAM
I. PURPOSE
The Department of State Health Services ("System Agency" or "DSHS"), a pass -through entity,
and City of Lubbock ("Grantee") (each a 'Party" and collectively the "Parties") enter into the
following grant contract to provide funding for immunization services (the "Contract").
II. LEGAL AUTHORITY
This Contract is authorized by and in compliance with the provisions of Health and Safety Code
Chapter 12 and Texas Government Code Chapter 791.
III. DURATION
This Contract is effective on September 1, 2018, and terminates on August 31, 2019 ("Fiscal Year
["FY"] 19"), unless renewed, extended, 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 ONE HUNDRED TWENTY-EIGHT THOUSAND
EIGHT HUNDRED THIRTY-NINE DOLLARS ($128,839.00) in state funds and ONE HUNDRED
TWENTY-EIGHT THOUSAND TWO HUNDRED SEVENTY-SIX DOLLARS ($128,276.00) in federal
grant funds for a total amount not to exceed of Two HUNDRED FIFTY-SEVEN THOUSAND ONE
HUNDRED FIFTEEN DOLLARS ($257,115.00). All expenditures under the Contract will be in
accordance with ATTACHMENT B, BUDGET.
V. NOTICE TO PROCEED
Funding for this Contract is dependent on the award of the applicable federal grant. No FY 2019
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. Notwithstanding
the preceding, at the discretion of the System Agency, Grantee may be eligible to receive
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reimbursement for eligible expenses incurred during the period of performance as defined by 2
CFR §200.309.
VI. REPORTING REQUIREMENTS
The Contract contains reporting requirement as stated in Attachment A, Statement of Work.
VII. CONTRACT REPRESENTATIVES
The following will act as the Representative authorized to administer activities under this Contract
on behalf of their respective Party.
System Agency
Texas Department of State Health Services
PO Box 149347, MC 1990
Austin, Texas 78714-9347
Attention: Tray Kirkpatrick
Grantee
City of Lubbock
P.O. Box 2000
Lubbock, Texas 79457
Attention: Katherine Wells
VIII. 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
Texas Department of State Health Services
PO Box 149347, MC 1911
Austin, Texas 78714-9347
Attention: General Counsel
Grantee
City of Lubbock
P.O. Box 2000
Lubbock, Texas 79457
Attention: City Secretary
Notice given by Grantee will be deemed effective when received by the System Agency. Either Parry
may change its address for notice by written notice to the other Party.
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IX. ADDITIONAL GRANT INFORMATION
Federal Award Identification Number (FAIN): TBD
Federal Award Date: TBD
Name of Federal Awarding Agency: Centers for Disease Control and Prevention
CFDA Name and Number: Immunizations and Vaccines for Children Program 93.268
Awarding Official Contact Information: TBD
SIGNATURE PAGE FOLLOWS
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SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT NO. HHS000109800001
SYSTEM AGENCY
CITY OF LUBBOCK
DocuSigned by: DocuSigned by:
D j "a P�
141niDS5CC7541fi..
Name:Janna zumbrun Name: Daniel M. Pope
Title:Associate commissioner for Laboratory andTjtTIeq%�" Disease services
Date of execution: July 26, 2018 Date of execution: July 26, 2018
THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO. HHS000109800001
ARE HEREBY ATTACHED AND INCORPORATED BY REFERENCE:
ATTACHMENT A
— STATEMENT OF WORK
ATTACHMENT B
— BUDGET
ATTACHMENT C
— UNIFORM TERMS AND CONDITIONS
ATTACHMENT D
— SUPPLEMENTAL AND SPECIAL CONDITIONS
ATTACHMENT E
— FEDERAL ASSURANCES AND CERTIFICATIONS
ATTACHMENT F
— FFATA
ATTACHMENT G
— DATA USE AGREEMENT
ATTACHMENTS FOLLOW
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Attachment A
Statement of Work
I. GRANTEE RESPONSIBILITIES
Grantee will:
A. Implement and operate an immunization program for children, adolescents, and adults,
with special emphasis on accelerating interventions to improve the immunization
coverage of children three (3) years of age or younger (birth to 35 months of age).
Grantee shall incorporate traditional and non-traditional systematic approaches designed
to eliminate barriers, expand immunization capacity, and establish uniform operating
policies, as described herein.
B. Be enrolled as a provider in the Texas Vaccines for Children ("TVFC") and the Adult
Safety Net ("ASN") Programs by the effective date of this Contract. This includes a
signed Deputization Addendum Form (EFII-13999) and adherence to the TVFC
Operations Manual, TVFC and ASN Provider Manual, as amended and associated
TVFC policy guidelines, as amended, provided by the DSHS Immunization Unit
(located at http://www.dshs.texas.gov/immunize/tvfc/tvfc_manual.shtm and
httj2://www.dshs.texas.gov/immunize/tvfc/publications. aspx).
C. Comply with written policies and procedures, as amended, provided by DSHS in
managing vaccines supplied through the ASN and TVFC Programs, including guidelines
for proper storage, handling, and safeguarding of vaccines in the event of natural disaster.
Grantee will comply with all requirements laid out in the final, approved Work Plan.
Grantee will use the current vaccine management system as described in the TVFC
and ASN Provider Manual.
2. Grantee will notify ASN and TVFC providers of changes to vaccine storage and
handling, vaccine management reporting, and present updates and training to
providers, as requested by DSHS.
3. Grantee will plan and implement community -based activities and collaborations to
accomplish the required tasks as specified in the final, approved Work Plan.
D. Transfer (which may include shipping) overstocked vaccines and vaccines approaching
expiration to alternate providers for immediate use when instructed to do so by the DSHS
Public Health Region ("PHR") Immunization Program Manager to avoid vaccine waste.
Grantee is responsible for covering the cost to ship overstocked vaccines and vaccines
approaching expiration.
E. Report all notifiable conditions as specified in Texas Administrative Code (TAC) Title
25, Part I § §97.1-97.6, as amended, and as otherwise required by law.
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F. Report all vaccine adverse event occurrences in accordance with the 1986 National
Childhood Vaccine Injury Act (NCVIA) 42 U.S.C. § 300aa-25 (located at
http://vaers.hhs.gov/ or 1-800-822-7967), as amended.
G. Report the number of doses administered to underinsured children monthly, as directed
by DSHS.
H. Report the number of unduplicated underinsured clients served, as directed by DSHS.
I. Inform and educate the public about vaccines and vaccine -preventable diseases, as
described in the Work Plan and in the DSHS Immunization Contractors Guide for Local
Health Departments (located at hgps:Hdshs.texas.gov/immunize/lhd.shtm).
J. Conduct outreach and collaborative activities with American Indian tribes located within
the boundaries of the Grantee's jurisdiction.
K. Report outreach done, and collaborative efforts made, with the American Indian tribes in
the Grantee's jurisdiction.
L. Work to promote a healthcare workforce within the Grantee's service area (including
Contractor's staff) that is knowledgeable about vaccines, vaccine safety, vaccine -
preventable diseases, and delivery of immunization services.
M. Not deny vaccinations to recipients because they do not reside within Grantee's
jurisdiction or because of an inability to pay an administration fee.
N. Be responsible for identification and case management of all hepatitis B surface antigen
(HBsAg)-positive pregnant women. Grantee shall ensure timely newborn post -exposure
prophylaxis (PEP) with hepatitis B vaccine and hepatitis B immune globulin (HBIG),
timely completion of doses two and three of hepatitis B vaccine, and timely completion
of post -vaccination serologic testing (PVST).
O. Be responsible for assessing and/or auditing coverage rates and/or compliance with
vaccine requirements at assigned schools and childcare facilities in accordance with the
Population Assessment Manual, which is distributed annually from the Department.
P. Be responsible for conducting outreach regarding vaccinations for children (19 through
35 months of age in the Grantee's jurisdiction) included on the list distributed to Grantee
by the ImmTrac Group at DSHS. Lists are distributed through ImmTrac2 at the start of
each quarterly reporting period.
Q. Be responsible for conducting outreach to 17-year-olds included on the lists distributed
to the Grantee on a bimonthly basis by the ImmTrac Group at DSHS to explain the
lifetime registry and obtain their consent to remain in ImmTrac2 as an adult.
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R. Be responsible for conducting outreach to existing ImmTrac2 providers that have not
logged into ImmTrac2 in the last 90 days.
S. Perform outreach and education activities targeting adolescents 14 to 18 years of age and
their parents via healthcare providers, healthcare clinics, hospitals, and any other
healthcare facility providing health care to adolescents 14 to 18 years of age to satisfy
Texas Health and Safety Code Chapter 161, Subsection A, Section 161.0095
requirements. Outreach and education activities must focus on the immunization registry
and the option for an individual who is 18 years of age or older to consent as an adult and
have their childhood immunization records stored within the immunization registry for a
lifetime. Additional outreach and educational activities may focus on high schools,
colleges, and universities.
T. Receive written approval from DSHS before varying from applicable policies,
procedures, protocols, and/or work plans, and must update and disseminate its
implementation documentation to its staff involved in activities under this Contract
within forty-eight (48) hours of making approved changes.
U. Facilitate and host coalition meetings in its local jurisdiction to promote the awareness
of the importance of immunizations and to develop strategies and methods for increasing
vaccination coverage.
V. Appoint an immunization coalition coordinator and facilitator to lead coalition
collaboration building within its local jurisdiction.
W. Engage and recruit community groups and immunization stakeholders in a collaboration
to increase community vaccination coverage levels. When a new partner is recruited into
the coalition, Grantee shall establish a letter of agreement, memorandum of
understanding, or other documentation to confirm the partner's intent to participate in the
coalition. The letter of agreement, memorandum of understanding, or other
documentation shall include provisions defining the coalition and its goals.
X. Provide signed letters of agreement and other documentation of commitment, as
requested by DSHS.
Y. Develop and maintain a planning group with the goal of establishing a sustainable
mechanism for the coalition at the local level.
Z. Develop, lead, direct, and host no less than one meeting per quarter with immunization
stakeholders and community partners within the Grantee's local jurisdiction during the
Contract term.
AA. Attend all Texas Immunization Stakeholder Working Group (TISWG) meetings and
other designated stakeholder meetings, as determined by the Immunization Unit, held
throughout the Contract term.
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BB. Attend and participate in required coalition development and capacity building trainings
sponsored by DSHS.
CC. Report on the identified immunization stakeholders and community partners showing a
commitment to collaborate with the Grantee to increase vaccination coverage rates.
DD. Receive technical assistance, including specialized training and support, provided by
DSHS.
EE. Participate in one on -site technical assistance visit per Fiscal Year to be scheduled during
the Contract period.
FF. Participate in monthly calls to provide updates on coalition collaboration activities and
receive updated information from DSHS.
GG. Review monthly Contract funding expenditures and salary savings from any Contract -
paid staff vacancies and revise spending plan to ensure that all funds will be properly
expended under this Contract before the end of each Fiscal Year/the Contract term.
HH. Send at least one representative to Immunization Unit mandatory meetings, including the
TVFC Annual Training typically held in the first two quarters of the Fiscal Year and
another training as determined by DSHS. Additional mandatory meetings may be
required during the Contract term.
II. Submit out-of-state travel requests to the Immunization Unit for approval when utilizing
Contract funds or program income.
JJ. Comply with all applicable federal and state regulations and statutes, as amended,
including but not limited to:
1. Human Resources Code §42.043, VTCA;
2. Education Code §§38.001-38.002, VTCA;
3. Health and Safety Code §§12.032, 81.023, and 161.001-161.009, VTCA;
4. TAC Title 25, Chapter 97;
5. TAC Title 25, Chapter 96;
6. TAC Title 25, Chapter 100;
7. 42 USC §§247b and 300 as-25;
8. Omnibus Budget Reconciliation Act of 1993, 26 USC §4980B.
KK. Comply with current applicable state and federal standards, policies and guidelines,
including but not limited to DSHS Standards for Public Health Clinic Services, revised
August 31, 2004 (located at http://www.dshs.texas.gov/qmb/default.shtm#public).
LL. Utilize the Assessment, Feedback, Incentives, and eXchange (AFIX) on-line tool and
methodology to assess immunization practices and coverage rates for all subcontracted
entities and non -local health department clinics. Immunization provider coverage rates
System Agency Contract No. HHS000109800001 Page 8 of 40
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will be generated using the Comprehensive Clinic Assessment Software Application
(CoCASA), as specified by DSHS.
MM. Utilize the Centers for Disease Control and Prevention (CDC) Provider Education,
Assessment, and Reporting (PEAR) system and directly enter data into PEAR to
document TVFC compliance site visits for all subcontracted entities and non -local health
department clinics. If not entered directly into PEAR at the time of the visit, the Grantee
shall submit the final assessment results in the PEAR system within twenty-four (24)
hours of conducting the visit.
NN. Utilize the CDC PEAR system and directly enter data into PEAR to document TVFC
unannounced storage and handling visits conducted at TVFC provider offices. If not
entered directly into PEAR at the time of the visit, the Grantee shall submit the final
unannounced storage and handling visit results in the PEAR system within twenty-four
(24) hours of conducting the visit.
00. Complete and submit Immunization Inter -Local Agreement (ILA) Quarterly Report
form, utilizing the format provided by the DSHS Immunization Unit and available at
https://dshs.texas.gov/immunize/lhd.shtm, by the report due date. If the due date falls on
a weekend or state approved holiday, the report is due the next business day.
Report Type
Reporting Period
Report Due Date
Programmatic
09/1/2018 to 11/30/2018
12/31/2018
Programmatic
12/1/2018 to 02/28/2019
3/31/2019
Programmatic
03/1/2019 to 05/30/2019
6/30/2019
Programmatic
06/1/2019 to 08/31/2019
09/30/2019
Submit quarterly reports electronically through SurveyGizmo following instructions
provided by the DSHS Immunization Unit and according to the time frames stated above.
Supplemental report documents (PEAR and AFIX reports, vacancy letters, etc.) should be
sent to dshsimmunizationcontractsgdshs.texas.gov.
II. PERFORMANCE MEASURES
A. 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.
B. The following performance measures will be used, in part, to assess Grantee's effectiveness
in providing the services described in this Contract, without waiving the enforceability of
any of the terms of the Contract.
Investigate and document, in accordance with DSHS Emerging and Acute
Infectious Disease Investigation Guidelines (located at
http://www.dshs.texas.gov/IDCU/investigation/Investigation-Guidance.xls) and NBS
Data Entry Guidelines (located at
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https: //txnedss. dshs.texas.�,,ov: 8009/PHINDox/UserResources/NBS_DatafntryGuid
e2017. d , at least 90% of confirmed or probable reportable vaccine -preventable
disease cases within thirty (30) days of initial report to public health.
2. Complete 100% of the follow-up activities, designated by DSHS, for TVFC
provider quality assurance site visits assigned by DSHS.
3. Contact and provide case management to 100% of the number of hepatitis B surface
antigen -positive pregnant women identified.
4. Contact 3% or 250 children (whichever is more), per each Full Time Equivalent
(FTE) Contract employee position that conducts ImmTrac2 activities, who are not
up to date on their immunizations according to the ImmTrac2-generated client list
provided to the Grantee by DSHS at the beginning of each reporting period.
5. Participate in at least one (1) collaborative meeting concerning tribal health issues,
concerns, or needs with American Indian tribal members during the Contract term
if American Indian tribes are in their jurisdiction.
6. Review 100% of monthly biological reports, vaccine orders (when applicable), and
temperature recording forms for accuracy to ensure the vaccine supply is
appropriately maintained and within established maximum stock levels. Review
and approval for vaccine orders (when applicable) must be documented in the
Electronic Vaccine Inventory (EVI) system.
7. Complete 100% of childcare facility and Head Start center audits and assessments,
in accordance with the Immunization Population Assessment Manual, as assigned
by the DSHS Immunization Unit.
8. Complete 100% of public and private school audits, assessments, retrospective
surveys, and validation surveys, in accordance with the Immunization Population
Assessment Manual, as assigned by DSHS.
III. INVOICE AND PAYMENT
A. Grantee shall request payment by preparing an invoice and submitting acceptable
supporting documentation for reimbursement of the required services/deliverables.
Invoices and supporting documentation provided shall be submitted to DSHS no later than
30 days after the last day of each month. Documentation shall be submitted in a format
approved by DSHS Immunization Unit.
B. At a minimum invoices should include:
1. Grantee name, address, email address, vendor identification number or Social
Security number, and telephone number;
2. DSHS Contract or Purchase Order number;
3. Dates services were completed and/or products were delivered; and
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4. The total invoice amount.
C. Supporting documentation must include:
1. Receipts with a zero balance for items such as hotel, rental car and fuel, taxi, airline
fare or mileage as documented by a readily available online mapping service;
2. Receipts for supplies, registration fees and other items ordered and paid;
3. A copy of the Personnel and Temporary Staff General Ledger for the period which
supports the budget items requesting reimbursement; and
4. Paid invoices to contractors for services received.
5. Receipts for meals are not required.
D. Grantee shall request monthly payments using the State of Texas Purchase Voucher (Form
B-13) at http://www.dshs.texas.gov/grants/forms.shtm. Voucher and supporting
documentation shall be mailed or submitted by fax or electronic mail to DSHS Claims
Processing Unit at the address/number below, and also sent via email to Tray Kirkpatrick,
DSHS Contract Management Section, at Tray.Kirkpatrick(kdshs.texas.gov, and to the
Immunization Unit at DSHSImmunizationContracts@dshs.texas.gov.
Department of State Health Services
Claims Processing Unit, MC 1940
1100 West 49t' Street
P.O. Box 149347
Austin, TX 78714-9347
FAX: (512) 458-7442
EMAIL: invoices@dshs.texas.gov
E. Grantee will be paid on a cost reimbursement basis and in accordance with the Budget in
Attachment B of this Contract.
F. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event
of financial shortfalls. DSHS will monitor Grantee's expenditures on a monthly basis. If
expenditures are below what is projected in Grantee's total Contract amount, Grantee's
budget may be subject to a decrease for the remainder of the Contract term. Vacant
positions existing after ninety (90) days may result in a decrease in funds.
System Agency Contract No. HHS000109800001 Page 11 of 40
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ATTACHMENT B
BUDGET
Organization Name: City of Lubbock
Program ID: IMM/LOCALS-ICC
Contract Number: HHS000109800001
Budget Categories
DSHS Funds
Requested
Category Total
Personnel
$147,367.00
$147,367.00
Fringe Benefits
$57,473.00
$57,473.00
Travel
$8,545.00
$8,545.00
Equipment
$0.00
$0.00
Supplies
$24,750.00
$24,750.00
Contractual
$18,980.00
$18,980.00
Other
$0.00
$0.00
Total Direct Costs
$257,115.00
$257,115.00
Indirect Costs
$0.00
$0.00
Totals
$257,115.00
$257,115.00
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HHSC Uniform Terms and Conditions Version 2.15
Published and Effective: September 1, 2017
Responsible Office: Chief Counsel
TEXAS
Health and Human Services
Health and Human Services Commission
HHSC Uniform Terms and Conditions - Grant
Version 2.15
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TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS AND INTERPRETIVE PROVISIONS ....................................
4
1.01 Definitions..........................................................................................................................
4
1.02 Interpretive Provisions........................................................................................................
5
ARTICLE 11 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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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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ARTICLE 1. 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.
"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
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 Protege" means the Comptroller of Public Accounts' leadership program found at:
http://www.window.state.tx.us/procurement/prog/hub/mentorprotege/.
Grantee Uniform Terms and Conditions
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"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.
"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: HHSC and the Department of State Health Services.
"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
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
Grantee Uniform Terms and Conditions
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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 11 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
the end of the term of the Contract. Reimbursement or payment requests received in the System
Grantee Uniform Terms and Conditions
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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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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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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
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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, expends a 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 shall procure audit services in
compliance with this section, state procurement procedures, as well as with the provisions of
UGMS.
4.03 Submission of Audit
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 hitellectual 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;
c. 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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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. GRANTEES 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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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
respeetto:
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;
c. 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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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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matter, including in any promotional or marketing materials, customer lists, or business
presentations.
Grantee may publish, at its sole expense, results of Grantee performance under the Contract with
the System Agency's prior review and approval, which the System Agency may exercise at its
sole discretion. Any publication (written, visual, or sound) will acknowledge the support
received from the System Agency and any Federal agency, as appropriate.
9.15 Prohibition on Non -compete Restrictions
Grantee will not require any employees or Subcontractors to agree to any conditions, such as
non -compete clauses or other contractual arrangements that would limit or restrict such persons
or entities from employment or contracting with the State of Texas.
9.16 No Waiver of Sovereign Immunity
Nothing in the Contract will be construed as a waiver of sovereign immunity by the System
Agency.
9.17 Entire Contract and Modification
The Contract constitutes the entire agreement of the Parties and is intended as a complete and
exclusive statement of the promises, representations, negotiations, discussions, and other
agreements that may have been made in connection with the subject matter hereof. Any
additional or conflicting terms in any future document incorporated into the Contract will be
harmonized with this Contract to the extent possible by the System Agency.
9.18 Counterparts
This Contract may be executed in any number of counterparts, each of which will be an original,
and all such counterparts will together constitute but one and the same Contract.
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 IN 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 HITS 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.
c. 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. 5151 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 CONDITIONS
There are no Supplemental Conditions for this Contract that modifies this Contract's HHS Uniform
Terms and Conditions.
SPECIAL CONDITIONS
SECTION 1.01 NOTICE OF CONTRACT ACTION
Grantee shall notify their 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 its 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 their contract manager when Grantee
has knowledge or any reason to believe that they or any person with ownership or
controlling interest in the organizationibusiness, 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.
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Section 1.04 Grantee's Notification of Change of Contact Person or Key Personnel
The Grantee shall notify in writing their contract manager assigned 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. Community evacuation;
b. Health and medical assistance;
c. Assessment of health and medical needs;
d. Health surveillance;
e. Medical care personnel;
f. Health and medical equipment and supplies;
g. Patient evacuation;
h. In -hospital care and hospital facility status;
i. Food, drug and medical device safety;
j. Worker health and safety;
k. Mental health and substance abuse;
1. Public health information;
m. Vector control and veterinary services; and
n. Victim identification and mortuary services.
SECTION 1.06 CONSENT BY NON -PARENT OR OTHER STATE LAW TO MEDICAL CARE OF A
MINOR
Unless a federal law applies, before a Grantee or its contractor can provide medical, dental,
psychological or surgical treatment to a minor without parental consent, informed consent must be
obtained as required by Texas Family Code Chapter 32.
SECTION 1.07 TELEMEDICINE/TELEPSYCHIATRY MEDICAL SERVICES
If Grantee or its Contractor uses telemedicine/telepsychiatry, these services shall be in accordance
with the Grantee's written procedures. Grantee must use a protocol approved by Grantee's medical
director and equipment that complies with the System Agency equipment standards, if applicable.
Grantee's procedures for providing telemedicine service must include the following
requirements:
a. Clinical oversight by Grantee's medical director or designated physician
responsible for medical leadership;
b. Contraindication considerations for telemedicine use;
c. Qualified staff members to ensure the safety of the individual being served by
telemedicine at the remote site;
d. Safeguards to ensure confidentiality and privacy in accordance with state and federal
laws;
e. Use by credentialed licensed providers providing clinical care within the scope of their
System Agency Contract No. HHS000109800001 Page 33 of 40
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licenses;
f. Demonstrated competency in the operations of the system by all staff members who
are involved in the operation of the system and provision of the services prior to
initiating the protocol;
g. Priority in scheduling the system for clinical care of individuals;
h. Quality oversight and monitoring of satisfaction of the individuals served; and
i. Management of information and documentation for telemedicine services that ensures
timely access to accurate information between the two sites. Telemedicine Medical
Services does not include chemical dependency treatment services provided by
electronic means under 25 Texas Administrative Code Rule § 448.911.
SECTION 1.08 SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH
PROFICIENCY
a. Grantee shall take reasonable steps to provide services and information both orally and
in writing, in appropriate languages other than English, to ensure that persons with
limited English proficiency are effectively informed and can have meaningful access to
programs, benefits and activities.
b. Grantee shall identify and document on the client records the primary language/dialect
of a client who has limited English proficiency and the need for translation or
interpretation services and shall not require a client to provide or pay for the services of
a translator or interpreter.
c. Grantee shall make every effort to avoid use of any persons under the age of 18 or any
family member or friend of the client as an interpreter for essential communications
with a client with limited English proficiency, unless the client has requested that
person and using the person would not compromise the effectiveness of services or
violate the client's confidentiality and the client is advised that a free interpreter is
available.
SECTION 1.09 THIRD PARTY PAYORS
Except as provided in this Contract, Grantee shall screen all clients and may not bill the System
Agency for services eligible for reimbursement from third party payors, who are any person or entity
who has the legal responsibility for paying for all or part of the services provided, including
commercial health or liability insurance carriers, Medicaid, or other federal, state, local and private
funding sources.
As applicable, the Grantee shall:
a. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing
approved services authorized under this Contract that may be covered by those programs
and bill those programs for the covered services;
b. Provide assistance to individuals to enroll in such programs when the screening process
indicates possible eligibility for such programs;
c. Allow clients that are otherwise eligible for System Agency services, but cannot pay a
deductible required by a third party payor, to receive services up to the amount of the
deductible and to bill the System Agency for the deductible;
System Agency Contract No. HHS000109800001 Page 34 of 40
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d. Not bill the System Agency for any services eligible for third party reimbursement until all
appeals to third party payors have been exhausted;
e. Maintain appropriate documentation from the third party payor reflecting
attempts to obtain reimbursement;
f. Bill all third party payors for services provided under this Contract before submitting any
request for reimbursement to System Agency; and
g. Provide third party billing functions at no cost to the client.
SECTION 1.10 HIV/AIDS MODEL WORKPLACE GUIDELINES
Grantee shall implement System Agency's policies based on the Human Immunodeficiency
Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS), AIDS Model Workplace Guidelines
for Businesses at http://www.dshs.state.tx.us/hivstd/policy//policies.shtm, State Agencies and
State Grantees Policy No. 090.021.
Grantee shall also educate employees and clients concerning HIV and its related conditions,
including AIDS, in accordance with the Texas. Health & Safety Code §§ 85.112-114.
SECTION 1.11 MEDICAL RECORDS RETENTION
Grantee shall retain medical records in accordance with 22 TAC § 165.1(b) or other applicable
statutes, rules and regulations governing medical information.
SECTION 1.12 NOTICE OF A LICENSE ACTION
Grantee shall notify their contract manager of any action impacting its license to provide services
under this Contract within five days of becoming aware of the action and include the following:
a. Reason for such action;
b. Name and contact information of the local, state or federal department or agency or
entity;
c. Date of the license action; and
d. License or case reference number.
SECTION 1.13 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.
System Agency Contract No. HHS000109800001 Page 35 of 40
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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.
SECTION 1.14 GRANTEES CERTIFICATION OF MEETING OR EXCEEDING TOBACCO -FREE
WORKPLACE POLICY MINIMUM STANDARDS.
Grantee certifies that it has adopted and enforces a Tobacco -Free Workplace Policy that
meets or exceeds all of the following minimum standards of -
a) Prohibiting the use of all forms of tobacco products, including but not limited to
cigarettes, cigars, pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes,
smokeless tobacco, snuff and chewing tobacco;
b) Designating the property to which this Policy applies as a "designated area," which
must at least comprise all buildings and structures where activities funded under this
Contract are taking place, as well as Grantee owned, leased, or controlled sidewalks,
parking lots, walkways, and attached parking structures immediately adjacent to this
designated area;
c) Applying to all employees and visitors in this designated area; and
d) Providing for or referring its employees to tobacco use cessation services.
If Grantee cannot meet these minimum standards, it must obtain a waiver from the System
Agency.
SECTION 1.15 PROPERTY INVENTORY AND PROTECTION OF ASSETS.
Contractor shall maintain an inventory of equipment, supplies defined as controlled
assets, and property and submit an annual cumulative report of the equipment and other
property on Contractor's Property Inventory Report to the Department's Contract
Oversight and Support Section, Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-
9347, no later than October 15th of each year. The report is located on the DSHS website
at: http://www.dshs.state.tx.us/contracts/fonns.shtm.
Program Equipment, Program Supplies, Property Management and Reporting.
a. Grantee shall initiate the purchase of all Equipment approved in writing by the System
Agency in the first quarter of the Contract term, as applicable. Failure to timely initiate
the purchase of Equipment may result in the loss of availability of funds for the
purchase of Equipment. Requests to purchase previously approved Equipment after the
first quarter in the Contract must be submitted to the assigned System Agency contract
manager.
b. Controlled Assets include firearms, regardless of the acquisition cost, and the following
assets with an acquisition cost of $500 or more, but less than $5,000: desktop and
laptop computers (including notebooks, tablets and similar devices), non -portable
printers and copiers, emergency management equipment, communication devices and
systems, medical and laboratory equipment, and media equipment. Controlled Assets
are considered Supplies.
c. Grantee shall maintain an inventory of Equipment, supplies defined as Controlled
Assets, and real property and submit an annual cumulative report of the equipment and
System Agency Contract No. HHS000109800001 Page 36 of 40
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other property on HHS System Agency Grantee's Property Inventory Report to the
assigned System Agency contract manager by e-mail not later than October 15 of each
year.
d. System Agency funds must not be used to purchase buildings or real property without
prior written approval from the System Agency. Any costs related to the initial
acquisition of the buildings or real property are not allowable without written pre -
approval.
e. At the expiration or termination of this Contact for any reason, title to any remaining
equipment and supplies purchased with funds under this Contract reverts to System
Agency. Title may be transferred to any other party designated by System Agency. The
System Agency may, at its option and to the extent allowed by law, transfer the
reversionary interest to such property to Grantee.
System Agency Contract No. HHS000109800001 Page 37 of 40
DocuSign Envelope ID: D80566E4-B5E9-4B61-8738-EB808ABDE2EB
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
and the institutional, managerial and financial capability
(including funds sufficient to pay the non -Federal share
of project cost) to ensure proper planning, management
and completion of the project described in this
application.
2. Will give the awarding agency, the Comptroller General
of the United States and, if appropriate, the State,
through any authorized representative, access to and
the right to examine all records, books, papers, or
documents related to the award; and will establish a
proper accounting system in accordance with generally
accepted accounting standards or agency directives.
3. Will establish safeguards to prohibit employees from
using their positions for a purpose that constitutes or
presents the appearance of personal or organizational
conflict of interest, or personal gain.
4. Will initiate and complete the work within the applicable
time frame after receipt of approval of the awarding
agency.
5. Will comply with the Intergovernmental Personnel Act of 7
1970 (42 U.S.C. §§4728-4763) relating to prescribed
standards for merit systems for programs funded under
one of the 19 statutes or regulations specified in
Appendix A of OPM's Standards for a Merit System of
Personnel Administration (5 C.F.R. 900, Subpart F).
6. Will comply with all Federal statutes relating to
nondiscrimination. These include but are not limited to:
(a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352)
which prohibits discrimination on the basis of race, color
or national origin; (b) Title IX of the Education
Amendments of 1972, as amended (20 U.S.C.§§1681-
1683, and 1685-1686), which prohibits discrimination on
the basis of sex; (c) Section 504 of the Rehabilitation
Act of 1973, as amended (29 U.S.C. §794), which
prohibits discrimination on the basis of handicaps; (d)
the Age Discrimination Act of 1975, as amended (42 U.
S.C. §§6101-6107), which prohibits discrimination on
the basis of age; (e) the Drug Abuse Office and
Treatment Act of 1972 (P.L. 92-255), as amended,
relating to nondiscrimination on the basis of drug
abuse; (f) the Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation
Act of 1970 (P.L. 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or
alcoholism; (g) §§523 and 527 of the Public Health
Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290
ee- 3), as amended, relating to confidentiality of alcohol
and drug abuse patient records; (h) Title VIII of the Civil
Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as
amended, relating to nondiscrimination in the sale,
rental or financing of housing; (i) any other
nondiscrimination provisions in the specific statute(s)
under which application for Federal assistance is being
made; and, 0) the requirements of any other
nondiscrimination statute(s) which may apply to the
application.
Will comply, or has already complied, with the
requirements of Titles II and III of the Uniform
Relocation Assistance and Real Property Acquisition
Policies Act of 1970 (P.L. 91-646) which provide for
fair and equitable treatment of persons displaced or
whose property is acquired as a result of Federal or
federally -assisted programs. These requirements
apply to all interests in real property acquired for
project purposes regardless of Federal participation in
purchases.
8. Will comply, as applicable, with provisions of the
Hatch Act (5 U.S.C. §§1501-1508 and 7324-7328)
which limit the political activities of employees whose
principal employment activities are funded in whole
or in part with Federal funds.
Previous Edition Usable Standard Form 424B (Rev. 7-97)
Authorized for Local Reproduction Prescribed by OMB Circular A-102
DocuSign Envelope ID: D80566E4-B5E9-4B61-8738-EB808ABDE2EB
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
requirements of Section 102(a) of the Flood Disaster
Protection Act of 1973 (P.L. 93-234) which requires
recipients in a special flood hazard area to participate in the
program and to purchase flood insurance if the total cost of
insurable construction and acquisition is $10,000 or more.
11. Will comply with environmental standards which may be
prescribed pursuant to the following: (a) institution of
environmental quality control measures under the National
Environmental Policy Act of 1969 (P.L. 91-190) and
Executive Order (EO) 11514; (b) notification of violating
facilities pursuant to EO 11738; (c) protection of wetlands
pursuant to EO 11990; (d) evaluation of flood hazards in
floodplains in accordance with EO 11988; (e) assurance of
project consistency with the approved State management
program developed under the Coastal Zone Management
Act of 1972 (16 U.S.C. §§1451 et seq.); (f) conformity of
Federal actions to State (Clean Air) Implementation Plans
under Section 176(c) of the Clean Air Act of 1955, as
amended (42 U.S.C. §§7401 et seq.); (g) protection of
underground sources of drinking water under the Safe
Drinking Water Act of 1974, as amended (P.L. 93-523);
and, (h) protection of endangered species under the
Endangered Species Act of 1973, as amended (P.L. 93-
205).
12. Will comply with the Wild and Scenic Rivers Act of
1968 (16 U.S.C. §§1271 et seq.) related to protecting
components or potential components of the national
wild and scenic rivers system.
14. Will comply with P.L. 93-348 regarding the protection of
human subjects involved in research, development, and
related activities supported by this award of assistance.
15. Will comply with the Laboratory Animal Welfare Act of
1966 (P.L. 89-544, as amended, 7 U.S.C. §§2131 et
seq.) pertaining to the care, handling, and treatment of
warm blooded animals held for research, teaching, or
other activities supported by this award of assistance.
16. Will comply with the Lead -Based Paint Poisoning
Prevention Act (42 U.S.C. §§4801 et seq.) which
prohibits the use of lead -based paint in construction or
rehabilitation of residence structures.
17. Will cause to be performed the required financial and
compliance audits in accordance with the Single Audit
Act Amendments of 1996 and OMB Circular No. A-133,
"Audits of States, Local Governments, and Non -Profit
Organizations."
18. Will comply with all applicable requirements of all other
Federal laws, executive orders, regulations, and policies
governing this program.
19. Will comply with the requirements of Section 106(g) of
the Trafficking Victims Protection Act (TVPA) of 2000, as
amended (22 U.S.C. 7104) which prohibits grant award
recipients or a sub -recipient from (1) Engaging in severe
forms of trafficking in persons during the period of time
that the award is in effect (2) Procuring a commercial
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
DocuSigned by:
SJe.w. �o7c.
mayor
APPLICANT ORGANIZATION
DATE SUBMITTED
City of Lubbock
rJuly
Standard Form 424E (Rev. 7-97) Back
DocuSign Envelope ID: D80566E4-B5E9-4B61-8738-EB808ABDE2EB
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 subjec t 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 Lubbock
• PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE
Prefix: , First Name: P an Middle Name:
" Last Name: I ope Suffix:
* Title: I Mayor
* SIGNATURE: DATE: July
DocuSign Envelope ID: D80566E4-B5E9-4B61-8738-EB808ABDE2EB
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
w
Legal Name of Contractor:
FFATA Contact # 1 Name, Email and Phone Number:
City of Lubbock
Linda Cuellar
I_cuellar@mylubbock.us
806-775-3253
Primary Address of Contractor:
FFATA Contact #2 Name, Email and Phone Number:
1625 13th Street, Lubbock Texas 79401
Amber Aguilar
aaguilar@mylubbock.us
806-775-2149
ZIP Code: 9-digits Required www.usps.com
DUNS Number: 9-digits Required www.sam.gov
794 1- 830 _
R5P 13 93
State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits
000 756 00 906
Printed Name of Authorized Representative
Signature of Authorized Representative
DocuSigned by:
Dan Pope
Title of Authorized Representative
Date
Mayor
3uly 25, 2018
-1-
Department of State Health Services Form 4734 — June 2013
DocuSign Envelope ID: D80566E4-B5E9-4B61-8738-EB808ABDE2EB
Fiscal Federal Funding Accountability and Transparency Act
(FFATA) CERTIFICATION
As the duly authorized representative (Signor) of the Contractor, I hereby certify that
the statements made by me in this certification form are true, complete and correct to
the best of my knowledge.
Did your organization have a gross income, from all sources, of less than $300,000 in
your previous tax year? ❑ Yes x❑ No
If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification.
If your answer is "No", answer questions "A" and "B".
A. Certification Regarding % of Annual Gross from Federal Awards.
Did your organization receive 80% or more of its annual gross revenue from federal
awards during the preceding fiscal year? ❑ Yes x❑ No
B. Certification Regarding Amount of Annual Gross from Federal Awards.
Did your organization receive $25 million or more in annual gross revenues from federal
awards in the preceding fiscal year? x❑ Yes ❑ No
If your answer is "Yes" to both question "A" and "B", you must answer question "C".
If your answer is "No" to either question "A" or "B", skip question "C" and finish the
certification.
C. Certification Regarding Public Access to Compensation Information.
Does the public have access to information about the compensation of the senior
executives in your business or organization (including parent organization, all branches,
and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the
Internal Revenue Code of 1986? ❑ Yes ❑ No
If your answer is "Yes" to this question, where can this information be accessed?
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
DocuSign Envelope ID: D80566E4-B5E9-4B61-8738-EB808ABDE2EB
HHS Contract No. HHS000109800001
DATA USE AGREEMENT
BETWEEN THE
TEXAS HEALTH AND HUMAN SERVICES ENTERPRISE
AND
CITY OF LUBBOCK ("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 City of Lubbock, a political subdivision of the State of Texas
("CONTRACTOR"), and incorporated into the terms of HHS Contract No., 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
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HHS Contract No. HHS000109800001
(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:
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(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
45 CFR 164.502(b)(1); 45 CFR 164.514(d)
(B) Except as Required by L 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) CONTRACTOR will establish, implement and maintain appropriate
sanctions against any member of its Workforce or Subcontractor who fails to comply with this
DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of
sanctions and produce it to HHS upon request.45 C.F.R. 164.308(a)(1)(ii)(C); 164.530(e);
164.410(b); 164.530(b)(1)
(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).
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(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 43L300, 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 Lally 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).
(1) 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); I TAC 202.
(M) Except as otherwise limited by this DUA, the Base Contract, or law
applicable to the Confidential Information, CONTRACTOR may use PHI for the proper
management and administration of CONTRACTOR or to carry out CONTRACTOR's
legal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law
applicable to the Confidential Information, CONTRACTOR may disclose PHI for the
proper management and administration of CONTRACTOR, or to carry out
CONTRACTOR's legal responsibilities, if. 45 CFR 164.504(e)(4)(A).
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(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 Destrov, 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
Destroy 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 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
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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 (MIST) 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 CONTRACTOR and is responsible for the development and
implementation of the privacy and security requirements in this DUA. CONTRACTOR will
provide name and current address, phone number and e-mail address for such designated
officials to HHS upon execution of this DUA and prior to any change. 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
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
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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(i)(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 EncpTtion 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;
• 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;
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• Internal Revenue Publication 1075 — Tax Information Security Guidelines
for Federal, State and Local Agencies;
• National Institute of Standards and Technology (MIST) 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.
(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.
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(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;
(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;
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(g) CONTRACTOR's initial risk assessment of the Event or
Breach demonstrating whether individual or other notices are required by
applicable law or this DUA for HHS approval, including an analysis of
whether there is a low probability of compromise of the Confidential
Information or whether any legal exceptions to notification apply;
(h) CONTRACTOR's recommendation for HHS's approval as to
the steps Individuals and/or CONTRACTOR on behalf of Individuals,
should take to protect the Individuals from potential harm, including without
limitation CONTRACTOR's provision of notifications, credit protection,
claims monitoring, and any specific protections for a Legally Authorized
Representative to take on behalf of an Individual with special capacity or
circumstances;
(i) The steps CONTRACTOR has taken to mitigate the harm or
potential harm caused (including without limitation the provision of
sufficient resources to mitigate);
0) The steps CONTRACTOR has taken, or will take, to prevent
or reduce the likelihood of recurrence of a similar Event or Breach;
(k) Identify, describe or estimate the Persons, Workforce,
Subcontractor, or Individuals and any law enforcement that may be involved
in the Event or Breach;
(1) A reasonable schedule for CONTRACTOR to provide regular
updates during normal business hours to the foregoing in the future for
response to the Event or Breach, but no less than every three (3) business
days or as otherwise directed by HHS, including information about risk
estimations, reporting, notification, if any, mitigation, corrective action, root
cause analysis and when such activities are expected to be completed; and
(m) Any reasonably available, pertinent information, documents or
reports related to an Event or Breach that HHS requests following
Discovery.
4.02 Investigation, Response and Mitigation. 45 CFR 164.308, 310 and 312; 164.530
(A) CONTRACTOR will immediately conduct a full and complete investigation,
respond to the Event or Breach, commit necessary and appropriate staff and resources to
expeditiously respond, and report as required to and by HHS for incident response purposes
and for purposes of HHS's compliance with report and notification requirements, to the
reasonable satisfaction of HHS.
(B) CONTRACTOR will complete or participate in a risk assessment as directed
by HHS following an Event or Breach, and provide the final assessment, corrective actions
and mitigations to HHS for review and approval.
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(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.
(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.
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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 CONTRACTOR, or if HHS determines that
CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to
inspect the facilities, systems, books and records of CONTRACTOR to monitor compliance with this
DUA. For purposes of this subsection, HHS's agent(s) include, without limitation, the HHS Office of
the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal
counsel or other designee.
6.04 Term; Termination of DUA; Survival
This DUA will be effective on the date on which CONTRACTOR executes the DUA, and
will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is
extended or amended, this DUA shall be extended or amended concurrent with such extension or
amendment.
(A) HHS may immediately terminate this DUA and Base Contract upon a material
violation of this DUA.
(B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its
obligation to return or Destroy the Confidential Information as set forth in this DUA and to
continue to safeguard the Confidential Information until such time as determined by HHS.
(C) If HHS determines that CONTRACTOR has violated a material term of this
DUA; HHS may in its sole discretion:
(1) Exercise any of its rights including but not limited to reports, access
and inspection under this DUA and/or the Base Contract; or
(2) Require CONTRACTOR to submit to a Corrective Action Plan,
including a plan for monitoring and plan for reporting, as HHS may determine
necessary to maintain compliance with this DUA; or
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(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 Destro e
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.
(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.
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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
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.
HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015
Page 14 of 15
DocuSign Envelope ID: D80566E4-B5E9-4B61-8738-EB808ABDE2EB
HHS Contract No. HHS000109800001
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
EDocuSigned by: Signed by:
BY: BY: FIZ�?"C_
NAME: 14303D 5CC 5416... NAME: 3F03 B63155540F...
7anna um run Daniel Pope
TITLE: Associate Commissioner for LaboratoryTjTdElnfecti61AYC isease Services
DATE: July 26, 2018 DATE: July 26, 2018
HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015
Page 15 of 15
Certificate Of Completion
Envelope Id: D80566E4B5E94B618738EB808ABDE2EB
Subject: New $257,115.00; HHS000109800001 City of Lubbock; DSHS/CMS/IMM LOCALS-ICC
Source Envelope:
Document Pages: 65 Signatures: 7
Certificate Pages: 2 Initials: 0
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Record Tracking
Status: Original
May 30, 2018
Signer Events
Dan Pope
kwells@mylubbock.us
Mayor
City of Lubbock
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Daniel Pope
dpope@mylubbock.us
Mayor
City of Lubbock
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Janna Zumbrun
janna.zumbrun@dshs.texas.gov
Associate Commissioner for Laboratory and
Infectious Disease Services
Texas Health and Human Services Commission
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Holder: Texas Health and Human Services
Commission
PCS_DocuSign@hhsc.state.tx.us
Signature
EI>DOSiglld
�by:
Using IP Address: 66.76.179.156
ED—Sign1d
by:
3F037B63155540F,..
Signature Adoption: Pre -selected Style
Using IP Address: 66.76.179.156
CDocuSigned by:
14CC75
Signature Adoption: Uploaded Signature Image
Using IP Address: 160.42.85.8
Signature
Status
Status
Status
Status
Status
Dow
� SECURE 6
Status: Completed
Envelope Originator:
Texas Health and Human Services Commission
1100 W. 49th St.
Austin, TX 78756
PCS_DocuSign@hhsc.state.tx.us
IP Address: 167.137.1.17
Location: DocuSign
Timestamp
Sent: May 30, 2018
Resent: June 27, 2018
Viewed: June 27, 2018
Signed: July 25, 2018
Sent: July 25, 2018
Viewed: July 26, 2018
Signed: July 26, 2018
Sent: July 26, 2018
Viewed: July 26, 2018
Signed: July 26, 2018
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Carbon Copy Events
Status
Mary Ann Graham COPIED
maryann.graham@hhsc.state.tx.us
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Tray Kirkpatrick
tray.kirkpatrick@dshs.texas.gov
Contract Manager
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
COPIED
CMU Mailbox �I E �
cmucontracts@dshs.texas.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Katherine Wells PI E D
kwells@mylubbock.us
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Timestamp
Sent: May 30, 2018
Viewed: June 18, 2018
Sent: May 30, 2018
Viewed: May 30, 2018
Sent: May 30, 2018
Viewed: May 30, 2018
Sent: May 30, 2018
Viewed: May 30, 2018
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
July 26, 2018
Certified Delivered
Security Checked
July 26, 2018
Signing Complete
Security Checked
July 26, 2018
Completed
Security Checked
July 26, 2018
Payment Events
Status
Timestamps