Exhibit F - Insurance Requirements.pdf

RFP No. HHS0017240 Exhibit F

Exhibit F: Insurance Requirements

A. General Insurance Requirements

1. Contractor shall carry insurance in the types and amounts indicated in this exhibit for the duration of the Contract. The insurance shall be evidenced by delivery to System Agency of certificates of insurance executed by the insurer or its authorized agent stating coverages, limits, expiration dates and compliance with all applicable required provisions. Upon request, System Agency, and/or its agents, shall be entitled to receive without expense, copies of the policies and all endorsements.

2. Contractor shall update all expired policies prior to submission for monthly payment.

Failure to update policies shall be reason for withholding of payment until renewal is provided to System Agency.

3. Contractor shall provide and maintain all insurance coverage with the minimum amounts described throughout the life of the Contract.

4. Failure to maintain insurance coverage, as required, may be grounds for suspension of work for cause.

5. Contractor shall deliver to System Agency true and complete copies of certificates and corresponding policy endorsements upon award.

6. Failure of System Agency to demand such certificates or other evidence of Contractor’s full compliance with these insurance requirements or failure of System Agency to identify a deficiency in compliance from the evidence provided shall not be construed as a waiver of Contractor’s obligation to maintain such insurance.

7. The insurance and insurance limits required herein shall not be deemed as a limitation on

Contractor’s liability under the indemnities granted to System Agency in the Contract.

8. The insurance coverage and limits established below shall not be interpreted as any representation or warranty that the insurance coverage and limits necessarily will be adequate to protect Contractor.

9. Coverage shall be written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and rated A or better by A.M. Best Company or similar rating company or otherwise acceptable to System Agency.

10. All insurance requirements described herein must be written on a stand-alone basis. No insurance policies shall be combined.

11. Deductibles and Self-insured retentions must be declared and approved by Texas Health and Human Services. HHSC may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses within the retention.

B. Required Policy Clauses

Policies must include the following clauses, as applicable:

1. This insurance shall not be canceled, materially changed, or non-renewed except after thirty (30) days written notice has been given to System Agency.

2. It is agreed that Contractor’s insurance shall be deemed primary with respect to any insurance or self-insurance carried by System Agency for liability arising out of operations under the Contract with System Agency. The Texas Health and Human Services

Commission, its officials, directors, employees, representatives, and volunteers are added as additional insureds as respects operations and activities of, or on behalf of the named insured performed under Contract with System Agency. The additional insured status must cover completed operations as well. This is not applicable to workers’ compensation policies.

3. A waiver of subrogation in favor of the Texas Health and Human Services Commission shall be provided in all policies.

4. Without limiting any of the other obligations or liabilities of Contractor, Contractor shall require each Subcontractor performing work under the Contract, at Subcontractor’s own expense, to maintain during the term of the Contract, the same stipulated minimum insurance including the required provisions and additional policy conditions as shown above.

5. As an alternative, Contractor may include its Subcontractors as additional insureds on its own coverage as prescribed under these requirements. Contractor’s certificate of insurance shall note in such event that Subcontractors are included as additional insureds and that

Contractor agrees to provide workers’ compensation for Subcontractors and their employees. Contractor shall obtain and monitor the certificates of insurance from each

Subcontractor in order to assure compliance with the insurance requirements. Contractor must retain the certificates of insurance for the duration of the Contract plus seven (7) years and shall have the responsibility of enforcing these insurance requirements among its

Subcontractors. Owner shall be entitled, upon request and without expense, to receive copies of these certificates.

C. Specific Insurance Coverage Required.

1. Workers’ Compensation. Insurance with limits as required by the Texas Workers’

Compensation Act, with the policy endorsed to provide a waiver of subrogation in favor of the Texas Health and Human Services Commission, employer’s liability insurance of not less than:

a. $1,000,000 each accident;

b. $1,000,000 disease each employee; and

c. $1,000,000 disease policy limit.

Workers’ compensation insurance coverage must be provided for all workers at all tier levels and meet the statutory requirements of the Texas Labor Code.

2. Commercial General Liability Insurance. Including premises, operations, independent

Contractor’s liability, products and completed operations and contractual liability, covering, but not limited to, the liability assumed under the indemnification provisions of this Contract, fully insuring Contractor’s liability for bodily injury (including death) and property damage with a minimum limit of:

a. $2,000,000 per occurrence;

b. $4,000,000 general aggregate;

c. $10,000 Medical Expense each person;

d. $2,000,000 Personal Injury and Advertising Liability;

e. $4,000,000 products and completed operations aggregate;

f. $50,000 Damage to Premises Rented to You; and

g. Coverage shall be on an “occurrence” basis.

The term “You” as referenced in the subsection above, means the Contractor.

4. Cyber/Privacy Liability Insurance Policy. Contractor shall provide Cyber/Privacy

Liability Insurance. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include loss to electronic vandalism to electronic data, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

The policy must include coverage for including coverage for a third party’s willful electronic alteration of data, introduction of viruses which impact electronic data, unauthorized use of electronic data, or denial of service to web site or email destinations.

If the Vendor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.

Cyber Liability Insurance $5,000,000 Claim/$5,000,000 Aggregate.

5. Professional Liability Insurance. Contractor shall obtain, pay for and maintain professional liability errors and omissions insurance during the Contract term, insuring

Contractor for an amount of no less than $5,000,000 per occurrence or $5,000,000 aggregate.

6. Technology Professional Liability Errors and Omissions Insurance.

appropriate to the Consultant’s profession and work hereunder, with limits not less than

$5,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information

“property” of the Agency in the care, custody, or control of the Vendor.

7. Umbrella Liability Insurance. Respondent shall obtain, pay for and maintain umbrella liability insurance during the Contract term, insuring Respondent for an amount of not less than amount $10,000,000 that provides coverage at least as broad as and applies in excess and follows form of the primary liability coverages required hereinabove.

The policy shall provide “drop down” coverage where underlying primary insurance coverage limits are insufficient or exhausted.

D. Alternative Insurability

Notwithstanding the preceding, the HHSC Agency reserves the right to consider reasonable alternative methods of insuring the Contract in lieu of the insurance policies customarily required.

It will be the Contractor's responsibility to recommend to the HHSC Agency alternative methods of insuring the Contract. Any alternatives proposed by Contractor should be accompanied by a detailed explanation regarding Contractor's inability to obtain the required insurance and/or bonds.

The HHSC Agency shall be the sole and final judge as to the adequacy of any substitute form of insurance coverage.