HomeMy WebLinkAboutResolution - 2017-R0145 - DSHS Epidemiology Capacity Expansion Grant Program - 04/27/2017Resolution No. 2017-RO145
Item No. 6.5.5
April 27, 2017
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to
execute for and on behalf of the City of Lubbock a contract (No. 537-18-0296-00001)
with the State of Texas' Department of State Health Services (DSHS) under the Texas
Epidemiology Capacity Expansion Grant Program to obtain grant funding for Infectious
Disease Surveillance and Epidemiology Activities. 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 __ April 27_ _ 2017.
— L'I V—
DANIEL M. POPE, MAYOR
ATTEST:
A---
Rebe ca Garza, City Secretary
APPROVED AS TO CONTENT:
Katherine Wells,
Health Department Director
APPROVED AS TO FORM:
A�— __e —� —
Ry/6 FXookeAs4rstant City Attorney
RES DSHS 537-18-0296-00001 Epidemiology
04 03 2017
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Resolution No. 2017-RO145
SIGNATURE DOCUMENT FOR
DEPARTMENT OF STATE HEALTH SERVICES
CONTRACT No. 537-18-0296-00001
UNDER THE
TEXAS EPIDEMIOLOGY CAPACITY EXPANSION GRANT PROGRAM
I. PURPOSE
The Department of State Health Services ("System Agency"), and City of Lubbock
("Grantee") (each a "Party" and collectively the "Parties") enter into the following grant
contract to provide funding for Infectious Disease Surveillance and Epidemiology
Activities (the "Contract").
II. LEGAL AUTHORITY
This Contract is authorized by and in compliance with the provisions of Texas
Government Code Chapter 791, and Chapters 12 and 121 of the Texas Health and Safety
Code.
III. DURATION
The Contract is effective on September 1, 2017 and terminates on August 31, 2019,
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-FIVE
THOUSAND THREE HUNDRED THIRTY-NINE DOLLARS ($125,339.00). All expenditures
under the Contract will be in accordance with ATTACHMENT B, BUDGET.
Contractor is allocated SIXTY-TWO THOUSAND SIX HUNDRED SEVENTY DOLLARS
($62,670.00) from September 1, 2017 to August 31, 2018.
Contractor is allocated SIXTY-TWO THOUSAND SIX HUNDRED SIXTY-NINE DOLLARS
($62,669.00) from September 1, 2018 to August 31, 2019.
Expenditures may not exceed the above allocated amounts within the specified
timeframes.
V. CONTRACT REPRESENTATIVES.
The following will act as the Representative authorized to administer activities under this
Contract on behalf of their respective Party.
System Agency Contract No. 537-18-0296-00001
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System Agency
The Department of State Health Services
Attention: Sandy Clark
1100 West 49 h Street
Austin, TX 78756-4204
(512) 776-2264
sandy.cndshs.state.tx. us
Grantee
City of Lubbock
Attention: Katherine Wells
PO Box 2000
Lubbock, TX 79457
(806) 775-2016
kwellsnmylubbock.us
VI. LEGAL NOTICES
Any legal notice required under this Contract shall be deemed delivered when deposited by
the System Agency either in the United States mail, postage paid, certified, return receipt
requested; or with a common carrier, overnight, signature required, to the appropriate
address below:
System Agency
Department of State Health Services
Attention: Lisa Hernandez
1100 W. 49t' Street, MC 1911
Austin, TX 78756
Grantee
City of Lubbock
Attention: Jarrett Atkinson
PO Box 2000
Lubbock, TX 79457
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.
SIGNATURE PAGE FOLLOWS
System Agency Contract No. 537-18-0296-00001
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SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT NO. 537-18-0296-00001
DEPARTMENT OF STATE HEALTH SERVIC ES
Janna Zumbrun, M.S.S.W.
Associate Commissioner of Disease Control
And Prevention
Date of execution:
GRANTEE
Name: Daniel M. Pope
Title: _ Mayor
Date of execution: April 27, 2017
THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO. 537-18-0296-
00001
ARE HEREBY INCORPORATED BY REFERENCE:
ATTACHMENT A — STATEMENT OF WORK
ATTACHMENT B — BUDGET
ATTACHMENT C — UNIFORM TERMS AND CONDITIONS
ATTACHMENT D — SPECIAL AND SUPPLEMENTAL CONDITIONS
ATTACHMENTS FOLLOW
APPROVED AS TO CONTENT:
Ryan S. Brooke
State Bar No.
24090011
System Agency Contract No. 537-18-0296-00001
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–
–
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5/11/2017 | 10:01 AM CDT
Daniel Pope
Mayor
5/11/2017 | 10:35 AM CDT
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ATTACHMENT A
STATEMENT OF WORK
I. GRANTEE RESPONSIBILITIES
Grantee will:
A. Perform surveillance and epidemiology activities for all notifiable conditions with an
emphasis on those that can be reported through the National Electronic Disease
Surveillance System (NEDSS) even if the Grantee does not use NEDSS for disease
reporting. The NEDSS notifiable conditions can be found in the file named, "Program
Areas in NBS Reportable Diseases 2016 xlsx" at the website:
htc}�x:':'t�ricds�.clshs.state.tiINI)0XJ!Sc1-1ZCS0Urcc5;
B. Retain an Epidemiologist(s) dedicated to disease surveillance and epidemiology activities.
The Epidemiologist(s) must have qualifications in epidemiology and infectious disease
surveillance, preferably with a Masters of Public Health (MPH) degree or at least two
years working experience as an Epidemiologist to perform and track the following
deliverables;
C. Conduct case and outbreak investigations with an emphasis on notifiable conditions
reportable through NEDSS. The role of Epidemiologists includes conducting case and
outbreak investigations, providing technical assistance/guidance to other agency staff (e.g.
communicable disease nurses) conducting case and outbreak investigations, assessing the
quality of surveillance data, performing analyzes on surveillance data, and preparation of
situational updates for outbreaks;
D. Ensure that preparedness activities include epidemiology and infectious disease
surveillance. Activities may include planning and conducting preparedness exercises,
providing technical assistance for community health assessments, development of
community health improvement plans and participating in Community Assessment for
Public Health Emergency Response (CASPER - see
hops:i%�ti�}��-.cdc.�:c�tincehihsbidisa�tei.`caslieridelijult..htl; );
E. Provide epidemiology surge capacity to surrounding jurisdictions in the event of a major
statewide or regional outbreak or disaster; as directed by emergency management officials
and Department of State Health Services (DSHS);
F. Assign the Epidemiologist (s) funded by this contract to attend the annual Epidemiology
and Laboratory Capacity Epidemiology Workshop provided by the Emerging and Acute
Infectious Disease Branch (EAIDB) or other EAIDB-approved substitute training. Grantee
must include travel cost for this workshop in Austin in their budget request;
G. Work with DSHS program management and epidemiologist subject matter experts
(SMEs) during any on -site technical reviews and quality assurance visits conducted by
DSHS to address possible gaps in disease surveillance and reporting;
System Agency Contract No. 537-18-0296-00001
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H. Ensure all Epidemiologist (s) funded by this contract, if not already a certified NEDSS
user, attend DSHS training in Austin and complete certification within thirty (30) days of
hire. Grantee must include travel cost for this training in Austin in their budget request;
I. Follow the procedures and guidance contain in The Emerging and Acute Infectious
Disease Guidelines (available at
http:,���4��.ciyii5.te�as.o�%'1[:)C:li in}csti��ationr'In4esliiJ�li:it)Il-(tUlcl�jnce.cl+; ), when
responding to disease reports from laboratories, health care providers, and other disease
reporters such as school nurses and health care facility administrators;
J. Attempt to administer one -hundred percent (100%) of EAIDB-requested
questionnaires for which contact information is complete as soon as possible but no
later than two (2) business days after receipt of request to administer questionnaire.
Attempts to administer questionnaires related to the outbreaks and notifiable
conditions must include at least one (1) attempt to contact case -patients after-hours if
unable to contact during normal business hours after three (3) attempts;
K. Administer, complete and submit at least seventy-five percent (75%) of questionnaires
related to all pertinent case and outbreak investigations within five (5) business days after
initial report and/or assignment by DSHS. Completed questionnaires include those in
which the case -patient is contacted but refuses some or the entire questionnaire.
Questionnaires for which no contact is made with case -patient do not constitute a
completed interview;
L. Submit completed questionnaires related to notifiable conditions and outbreak
investigations to DSHS through a secure electronic method to the designated EAIDB
epidemiologist or to fax number (512) 776-7616 no later than one (1) business day
after completion of interview;
M. Investigate and document at least seventy-five percent (75%) of risk behaviors and
exposures information on select notifiable condition case investigations through
NEDSS;
N. Monitor the submission of required isolates for notifiable conditions reported through
NEDSS. Ensure that at least ninety percent (90%) of these isolates or those related to
outbreak investigations are submitted since they must be sent to the Laboratory Services
Section, Texas Department of State Health Services, Austin, Texas or to another specified
public health laboratory for confirmatory and/or molecular testing as designated by DSHS;
O. Investigate and document at least ninety percent (90%) of confirmed and probable
notifiable conditions correctly and completely within thirty (30) days of initial report to
public health in NEDSS in accordance with DSHS Emerging and Acute Infectious
Disease Investigation Guidelines
IC. C ; ;i14'ti titirlttlC�I1-IIIV�S(I+ Iit1011=� iUltliiitce..do(_
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P. Submit a monthly list of all reported clusters, outbreaks, and the information on
investigation findings of theses clusters/outbreaks on the tracking sheet provided by
DSHS. Reports are due on the 151h calendar day of each month beginning October 15,
2017. Each report must cover activities that occurred during the preceding month. Report
due dates that fall on a weekend or holiday will be due the first business day after the 15`h
of the month. Submit the list via electronic mail to E;:1(I)E3conracts a-dshs.state.t�c..u5,.
All reports should be clearly identified with the Contractor Name, Contract Number,
IDCU/SUR, and the month that the report covers;
Q. Complete and submit the DSHS form to report a vacancy whenever an Epidemiologist
position retained on this Contract has become vacant or has been filled to
mtra_tsiiNl shs.st ate. tx.us;
R. Complete and submit the DSHS programmatic budget update form quarterly to
l;;�1JI�1�contractti�r,dhs.state.t:x.us;
S. Participate in outbreak/cluster-related conference calls and responses relevant to the
jurisdiction hosted by the Centers for Disease Control and Prevention (CDC) or DSHS;
T. Participate in bi-monthly conference calls with the EAIDB to provide updates, progress
reports, and other necessary communications;
U. Assure and monitor the confidential treatment and transfer of confidential data provided
by DSHS and confidential data provided to DSHS;
V. Read the DSHS Contractor Financial Procedures Manual (CFPM) and work with
DSHS staff regarding the management of funds received under this Contract.
17ttp://dy- vw.dshs.state.tx.us:/contract:/ei'mu-slit in;
W. Submit all amendment and revision requests in writing to the Division Contract
Management Unit at least ninety (90) days prior to the end of the term of this Contract;
X. Assure and not supplant (i.e., use funds from this Contract to replace or substitute existing
funding from other sources that also support activities that are the subject of this Contract)
but rather shall use funds from this Contract to supplement existing state or local funds
currently available for a particular activity. Grantee must 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. Vacant positions existing
after sixty (60) days may result in a decrease in funds; and
Y. Be subject to the following restrictions: without prior approval, Grantee may transfer
money between budget categories and must provide the System Agency Contract Manager
with prior notification of this transfer. No budget category transfer or cumulative transfers
may exceed 25% of the total contract value or $100,000, whichever is less. If the budget
transfer(s) exceeds $100,000, alone or cumulatively, prior written approval from the
System Agency Contract No. 537-18-0296-00001
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System Agency is required. If the budget transfer(s) exceeds 25% of the total contract
value, alone or cumulatively, a formal contract amendment is required.
Z. DSHS acknowledges that it is a "governmental entity" and not a "business entity" as
those terms are defined in Tex. Gov't Code § 2252.908, and therefore, no disclosure of
interested parties pursuant to Tex. Gov't Code Section 2252.908 is required.
II. PERFORMANCE MEASURES
The System Agency will monitor the Grantee's performance of the requirements in
ATTACHMENT A and compliance with the Contract's terns and conditions.
III. INVOICE AND PAYMENT
A. Grantee will request payments using the State of Texas Purchase Voucher (Form B-13) at
http://www.dshs.state.tx.tis/1?rants/ibrms.shtm. Voucher and any supporting
documentation will be mailed or submitted by fax or electronic mail to the
addresses/number below.
Department of State Health Services
Claims Processing Unit, MC 1940
1100 West 49th Street
P.O. Box 149347
Austin, Texas 78714-9347
FAX: (512) 776-7442
EMAIL: invoices et dshs.state.tx.us
B. Grantee will be paid on a cost reimbursement basis and in accordance with the Budget in
Attachment B of this Contract.
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Attachment B
Contract No. 537-18-0296-00001
Categorical Budget:
PERSONNEL
FRINGE BENEFITS
TRAVEL
EQUIPMENT
SUPPLIES
CONTRACTUAL
OTHER
TOTAL DIRECT CHARGES
INDIRECT CHARGES
TOTAL
DSHS SHARE
CONTRACTOR SHARE
OTHER MATCH
$87,773.00
$34,705.00
$2,861.00
$0.00
$0.00
$0.00
$0.00
$125,339.00
$0.00
$125,339.00
$125,339.00
$0.00
$0.00
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HHSC Uniform Terms and Conditions Version 2.13
Published and Effective: July 15, 2016
Responsible Office: Chief Counsel
TEXAS
Health and Human
Services Commission
Health and Human Services Commission
HHSC Uniform Terms and Conditions - Grant
Version 2.13
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TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS .................................... 4
1.01
Definitions.......................................................................................................................... 4
1.02
Interpretive Provisions........................................................................................................ 5
ARTICLE H Payment Methods and Restrictions..................................................................... 6
2.01
Payment Methods............................................................................................................. 6
2.02
Final Billing Submission.................................................................................................. 6
2.03
Financial Status Reports (FSRs)...................................................................................... 7
2.04
Debt to State and Corporate Status.................................................................................. 7
2.05
Application of Payment Due............................................................................................ 7
2.06
Use of Funds..................................................................................................................... 7
2.07
Use for Match Prohibited................................................................................................. 7
2.08
Program Income............................................................................................................... 7
2.09
Nonsupplanting................................................................................................................ 8
ARTICLE III. STATE AND FEDERAL FUNDING................................................................ 8
3.01
Funding.............................................................................................................................8
3.02
No debt Against the State................................................................................................. 8
3.03
Debt to State..................................................................................................................... 8
3.04
Recapture of Funds........................................................................................................... 8
ARTICLE IV Allowable Costs and Audit Requirements......................................................... 9
4.01
Allowable Costs............................................................................................................... 9
4.02
Independent Single or Program -Specific Audit.............................................................
10
4.03
Submission of Audit.......................................................................................................
10
Article
V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS ............................
11
5.01
General Affirmations......................................................................................................
11
5.02
Federal Assurances.........................................................................................................
11
5.03
Federal Certifications.....................................................................................................
11
ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY ...................................
11
6.01
Ownership......................................................................................................................
11
6.02
Intellectual Property.......................................................................................................
11
ARTICLE VII RECORDS, AUDIT, AND DISCLOSURE....................................................
11
7.01
Books and Records.........................................................................................................
11
7.02
Access to records, books, and documents......................................................................
12
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7.03 Response/compliance with audit or inspection findings ................................................ 12
7.04 SAO Audit...................................................................................................................... 12
7.05 Confidentiality................................................................................................................13
7.06 Public Information Act................................................................................................... 13
ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION ............. 13
8.01 Contract Management.................................................................................................... 13
8.02 Termination for Convenience......................................................................................... 13
8.03 Termination for Cause.................................................................................................... 13
8.04 Equitable Settlement...................................................................................................... 14
ARTICLE IX MISCELLANEOUS PROVISIONS................................................................. 14
9.01 Amendment.................................................................................................................... 14
9.02 Insurance........................................................................................................................ 14
9.03 Legal Obligations........................................................................................................... 14
9.04 Permitting and Licensure............................................................................................... 14
9.05 Indemnity....................................................................................................................... 15
9.06 Assignments................................................................................................................... 15
9.07 Relationship of the Parties.............................................................................................. 15
9.08 Technical Guidance Letters............................................................................................ 16
9.09 Governing Law and Venue............................................................................................ 16
9.11 Survivability...................................................................................................................16
9.12 Force Majeure................................................................................................................ 17
9.13 No Waiver of Provisions................................................................................................ 17
9.14 Publicity......................................................................................................................... 17
9.15 Prohibition on Non -compete Restrictions...................................................................... 17
9.16 No Waiver of Sovereign Immunity................................................................................ 17
9.17 Entire Contract and Modification................................................................................... 17
9.18 Counterparts................................................................................................................... 17
9.19 Proper Authority............................................................................................................. 18
9.20 Employment Verification.............................................................................................. 18
9.21 Civil Rights................................................................................................................... 18
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ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS
1.01 Definitions
As used in this Contract, unless the context clearly indicates otherwise, the following terms and
conditions have the meanings assigned below:
"Amendment' means a written agreement, signed by the parties hereto, which documents
changes to the Contract other than those permitted by Work Orders or Technical Guidance
Letters, as herein defined.
"Attachment" means documents, terms, conditions, or additional information physically added to
this Contract following the Signature Document or included by reference, as if physically, within
the body of this Contract.
"Contract" means the Signature Document, these Uniform Terms and Conditions, along with any
Attachments, and any Amendments, or Technical Guidance Letters that may be issued by the
System Agency, to be incorporated by reference herein for all purposes if issued.
"Deliverable" means a work product prepared, developed, or procured by Grantee as part of the
Services under the Contract for the use or benefit of the System Agency or the State of Texas.
"Effective Date" means the date agreed to by the Parties as the date on which the Contract takes
effect.
"System Agency" means HHSC or any of the agencies of the State of Texas that are overseen by
HHSC under authority granted under State law and the officers, employees, and designees of
those agencies. These agencies include: the Department of Aging and Disability Services, the
Department of Assistive and Rehabilitative Services, the Department of Family and Protective
Services, and the Department of State Health Services.
"Federal Fiscal Year" means the period beginning October 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.
"Health and Human Services Commission" or "HHSC" means the administrative agency
established under Chapter 531, Texas Government Code or its designee.
"HUB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas
Government Code.
"Intellectual Property" means inventions and business processes, whether or not patentable;
works of authorship; trade secrets; trademarks; service marks; industrial designs; and creations
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that are subject to potential legal protection incorporated in any Deliverable and first created or
developed by Grantee, Grantee's contractor or a subcontractor in performing the Project.
"Mentor Protdad" means the Comptroller of Public Accounts' leadership program found at:
http://wNvw.window.state.tx. us/procureinent/prog/hub/m entorprotege/.
"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 Infortnation Act" or "PIA" means Chapter 552 of the Texas Government Code.
"Statement of Work" means the description of activities performed in completing the Project, as
specified in the Contract and as may be amended.
"Signature Document" means the document executed by both Parties that specifically sets forth
all of the documents that constitute the Contract.
"Solicitation" means the document issued by the System Agency under which applications for
Program funds were requested, which is incorporated herein by reference for all purposes in its
entirety, including all Amendments and Attachments.
"Solicitation Response" means Grantee's full and complete response to the Solicitation, which is
incorporated herein by reference for all purposes in its entirety, including any Attachments and
addenda.
"State Fiscal Year" means the period beginning September 1 and ending August 31 each year,
which is the annual accounting period for the State of Texas.
"State of Texas Textravel" means Texas Administrative Code, Title 34, Part 1, Chapter 5,
Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any.
"Technical Guidance Letter" or "TGL" means an instruction, clarification, or interpretation of
the requirements of the Contract, issued by the System Agency to the Grantee.
1.02 Interpretive Provisions
a. The meanings of defined terms are equally applicable to the singular and 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
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Amendments and other modifications thereto, but only to the extent that such Amendments
and other modifications are not prohibited by the terms of this Contract, and (ii) references to
any statute or regulation are to be construed as including all statutory and regulatory
provisions consolidating, amending, replacing, supplementing, or interpreting the statute or
regulation.
d. Any references to "sections," "appendices," or "attachments" are references to sections,
appendices, or attachments of the Contract.
e. Any references to agreements, contracts, statutes, or administrative rules or regulations in the
Contract are references to these documents as amended, modified, or supplemented from
time to time during the term of the Contract.
f. The captions and headings of this Contract are for convenience of reference only and do not
affect the interpretation of this Contract.
g. All Attachments within this Contract, including those incorporated by reference, and any
Amendments are considered part of the teens of this Contract.
h. This Contract may use several different limitations, regulations, or policies to regulate the
same or similar matters. All such limitations, regulations, and policies are cumulative and
each will be performed in accordance with its terms.
i. Unless otherwise expressly provided, reference to any action of the System Agency or by the
System Agency by way of consent, approval, or waiver will be deemed modified by the
phrase "in its sole discretion."
j. Time is of the essence in this Contract.
ARTICLE II PAYMENT METHODS AND RESTRICTIONS
2.01 Payment Methods
Except as otherwise provided by the provisions of the Contract, the payment method will be one
or more of the following:
a. cost reimbursement. This payment method is based on an approved budget and submission
of a request for reimbursement of expenses Grantee has incurred at the time of the request;
b. unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s)
or fee(s) for delivery of a specified unit(s) of service and acceptable submission of all
required documentation, forms and/or reports; or
c. advance payment. This payment method is based on disbursal of the minimum necessary
funds to carry out the Program or Project where the Grantee has implemented appropriate
safeguards. This payment method will only be utilized in accordance with governing law
and at the sole discretion of the System Agency.
Grantees shall bill the System Agency in accordance with the Contract. Unless otherwise
specified in the Contract, Grantee shall submit requests for reimbursement or payment monthly
by the last business day of the month following the month in which expenses were incurred or
services provided. Grantee shall maintain all documentation that substantiates invoices and make
the documentation available to the System Agency upon request.
2.02 Final Billing Submission
Unless otherwise provided by the System Agency, Grantee shall submit a reimbursement or
payment request as a final close-out invoice not later than forty-five (45) calendar days following
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the end of the term of the Contract. Reimbursement or payment requests received in the System
Agency's offices more than forty-five (45) calendar days following the termination of the
Contract may not be paid.
2.03 Financial Status Reports (FSRs)
Except as otherwise provided in these General Provisions or in the terms of any Program
Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets,
Grantee shall submit quarterly FSRs to Accounts Payable by the last business day of the month
following the end of each quarter of the Program Attachment term for System Agency review
and financial assessment. Grantee shall submit the final FSR no later than forty-five (45)
calendar days following the end of the applicable term.
2.04 Debt to State and Corporate Status
Pursuant to Tex. Gov. Code § 403.055, the Department will not approve and the State
Comptroller will not issue payment to Grantee if Grantee is indebted to the State for any reason,
including a tax delinquency. Grantee, if a corporation, certifies by execution of this Contract that
it is current and will remain current in its payment of franchise taxes to the State of Texas or that
it is exempt from payment of franchise taxes under Texas law (Tex. Tax Code §§ 171.001 et
seq.). If tax payments become delinquent during the Contract term, all or part of the payments
under this Contract may be withheld until Grantee's delinquent tax is paid in full.
2.05 Application of Payment Due
Grantee agrees that any payments due under this Contract will be applied towards any debt of
Grantee, including but not limited to delinquent taxes and child support that is owed to the State
of Texas.
2.06 Use of Funds
Grantee shall expend funds provided under this Contract only for the provision of approved
services and for reasonable and allowable expenses directly related to those services.
2.07 Use for Match Prohibited
Grantee shall not use funds provided under this Contract for matching purposes in securing other
funding without the written approval of the System Agency.
2.08 Program Income
Income directly generated from funds provided under this Contract or earned only as a result of
such funds is Program Income. Unless otherwise required under the Program, Grantee shall use
the addition alternative, as provided in UGMS § _.25(g)(2), for the use of Project income to
further the Program, and Grantee shall spend the Program Income on the Project. Grantee shall
identify and report this income in accordance with the Contract, applicable law, and any
programmatic guidance. Grantee shall expend Program Income during the Contract term and
may not carry Program Income forward to any succeeding term. Grantee shall refund program
income to the System Agency if the Program Income is not expended in the term in which it is
earned. The System Agency may base future funding levels, in part, upon Grantee's proficiency
in identifying, billing, collecting, and reporting Program Income, and in using it for the purposes
and under the conditions specified in this Contract.
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2.09 Nonsupplanting
Grantee shall not use funds from this Contract to replace or substitute for existing funding from
other but shall use funds from this Contract to supplement existing state or local funds currently
available. Grantee shall make a good faith effort to maintain its current level of support.
Grantee may be required to submit documentation substantiating that a reduction in state or local
funding, if any, resulted for reasons other than receipt or expected receipt of funding under this
Contract.
ARTICLE III. STATE AND FEDERAL FUNDING
3.01 Funding
This Contract is contingent upon the availability of sufficient and adequate funds. If funds
become unavailable through lack of appropriations, budget cuts, transfer of funds between
programs or agencies, amendment of the Texas General Appropriations Act, agency
consolidation, or any other disruptions of current funding for this Contract, the System Agency
may restrict, reduce, or terminate funding under this Contract. This Contract is also subject to
immediate cancellation or termination, without penalty to the System Agency, if sufficient and
adequate funds are not available. Grantee will have no right of action against the System Agency
if the System Agency cannot perform its obligations under this Contract as a result of lack of
funding for any activities or functions contained within the scope of this Contract. In the event of
cancellation or termination under this Section, the System Agency will not be required to give
notice and will not be liable for any damages or losses caused or associated with such
termination or cancellation.
3.02 No debt Against the State
The Contract will not be construed as creating any debt by or on behalf of the State of Texas.
3.03 Debt to State
If a payment law prohibits the Texas Comptroller of Public Accounts from making a payment,
the Grantee acknowledges the System Agency's payments under the Contract will be applied
toward eliminating the 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.
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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 the 2 CFR 200. The $750,000 federal
threshold amount includes federal funds passed through by way of state agency awards. If
Grantee, within Grantee's fiscal year, expends a total amount of at 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. For -profit Grantees whose expenditures meet or exceed
the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200
or UGMS, as applicable, for their program -specific audits. The HHSC Office of Inspector
General (OIG) will notify Grantee to complete the Single Audit Status Registration Form. If
Grantee fails to complete the Single Audit Status Form within thirty (30) calendar days after
notification by OIG to do so, Grantee shall be subject to the System Agency sanctions and
remedies for non-compliance with this Contract. The audit must be conducted by an independent
certified public accountant and in accordance with applicable OMB Circulars, Government
Auditing Standards, and UGMS. Grantee shall procure audit services in compliance with this
section, state procurement procedures, as well as with the provisions of UGMS
4.03 Submission of Audit
Within thirty (30) calendar days of receipt of the audit reports required by the Independent
Single or Program -Specific Audit section, Grantee shall submit one copy to the System Agency
as directed in this Contract. The Grantee will also submit a copy of the Independent Single or
Program -Specific Audit to the OIG, at the following address:
Health and Human Services Commission
Office of Inspector General
Compliance/Audit, Mail Code 1326
P.O. Box 85200
Austin, Texas 78708-5200
Electronic submission to OIG should be addressed as follows:
Dan i.fielding n,hhsc.state.tx.us
If Grantee fails to submit the audit report as required by the Independent Single or Program -
Specific Audit section within thirty (30) calendar days of receipt by Grantee of an audit report,
Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with
this Contract.
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ARTICLE V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS
5.01 General Affirmations
Grantee certifies that, to the 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.
ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY
6.01 Ownership
The System Agency will own, and Grantee hereby assigns to the System Agency, all right, title,
and interest in all Deliverables.
6.02 Intellectual Property
a. The System Agency and Grantee will retain ownership, all rights, title, and interest in and to,
their respective pre-existing Intellectual Property. A license to either Party's pre-existing
Intellectual Property must be agreed to under this or another contract.
b. Grantee grants to the System Agency and the State of Texas a royalty -free, paid up,
worldwide, perpetual, non-exclusive, non -transferable license to use any Intellectual Property
invented or created by Grantee, Grantee's contractor, or a subcontractor in the performance of
the Project. Grantee will require its contractors to grant such a license under its contracts.
ARTICLE VII RECORDS, AUDIT, AND DISCLOSURE
7.01 Books and Records
Grantee will keep and maintain under GAAP or GASB, as applicable, full, true, and complete
records necessary to fully disclose to the System Agency, the Texas State Auditor's Office, the
United States Government, and their authorized representatives sufficient information to
determine compliance with the terms and conditions of this Contract and all state and federal
rules, regulations, and statutes. Unless otherwise specified in this Contract, Grantee will
maintain legible copies of this Contract and all related documents for a minimum of seven (7)
years after the termination of the contract period or seven (7) years after the completion of any
litigation or dispute involving the Contract, whichever is later.
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7.02 Access to records, books, and documents
In addition to any right of access arising by operation of law, Grantee and any of Grantee's
affiliate or subsidiary organizations, or Subcontractors will permit the System Agency or any of
its duly authorized representatives, as well as duly authorized federal, state or local authorities,
unrestricted access to and the right to examine any site where business is conducted or Services
are performed, and all records, which includes but is not limited to financial, client and patient
records, books, papers or documents related to this Contract. If the Contract includes federal
funds, federal agencies that will have a right of access to records as described in this section
include: the federal agency providing the funds, the Comptroller General of the United States,
the General Accounting Office, the Office of the Inspector General, and any of their authorized
representatives. In addition, agencies of the State of Texas that will have a right of access to
records as described in this section include: the System Agency, HHSC, HHSC's contracted
examiners, the State Auditor's Office, the Texas Attorney General's Office, and any successor
agencies. Each of these entities may be a duly authorized authority. If deemed necessary by the
System Agency or any duly authorized authority, for the purpose of investigation or hearing,
Grantee will produce original documents related to this Contract. The System Agency and any
duly authorized authority will have the right to audit billings both before and after payment, and
all documentation that substantiates the billings. Grantee will include this provision concerning
the right of access to, and examination of, sites and information related to this Contract in any
Subcontract it awards.
7.03 Response/compliance with audit or inspection findings
a. Grantee must act to ensure its and its Subcontractor's compliance with all corrections
necessary to address any finding of noncompliance with any law, regulation, audit
requirement, or generally accepted accounting principle, or any other deficiency identified in
any audit, review, or inspection of the Contract and the goods or services provided
hereunder. Any such correction will be at Grantee or its Subcontractor's sole expense.
Whether Grantee's action corrects the noncompliance will be solely the decision of the
System Agency.
b. As part of the Services, Grantee must provide to HHSC upon request a copy of those portions
of Grantee's and its Subcontractors' internal audit reports relating to the Services and
Deliverables provided to the State under the Contract.
7.04 SAO Audit
Grantee understands that acceptance of funds directly under the Contract or 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.
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7.05 Confidentiality
Any specific confidentiality agreement between the Parties takes precedent over the terms of this
section. To the extent permitted by law, Grantee agrees to keep all information confidential, in
whatever form produced, prepared, observed, or received by Grantee. The provisions of this
section remain in full force and effect following termination or cessation of the services
performed under this Contract.
7.06 Public Information Act
Information related to the performance of this Contract 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;
b. Requiring the Grantee to take specific corrective actions in order to remain in compliance
with term of the Contract;
c. Recouping payments made to the Grantee found to be in error;
d. Suspending, limiting, or placing conditions on the continued performance of the Project;
e. Imposing any other remedies authorized under this Contract; and
f. Imposing any other remedies, sanctions or penalties permitted by federal or state statute, law,
regulation, or rule.
8.02 Termination for Convenience
The System Agency may terminate the Contract at any time when, in its sole discretion, the
System Agency determines that termination is in the best interests of the State of Texas. The
termination will be effective on the date specified in HHSC's notice of termination.
8.03 Termination for Cause
Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System
Agency may terminate the Contract, in whole or in part, upon either of the following conditions:
a. Material Breach
The System Agency will have the right to terminate the Contract in whole or in part if the
System Agency determines, at its sole discretion, that Grantee has materially breached the
Contract or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public
authority having jurisdiction and such violation prevents or substantially impairs performance of
Grantee's duties under the Contract. Grantee's misrepresentation in any aspect of Grantee's
Solicitation Response, if any or Grantee's addition to the Excluded Parties List System (EPLS)
will also constitute a material breach of the Contract.
b. Failure to Maintain Financial Viability
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The System Agency may terminate the Contract if, in its sole discretion, the System Agency has
a good faith belief that Grantee no longer maintains the financial viability required to complete
the Services and Deliverables, or otherwise fully perform its responsibilities under the Contract.
8.04 Equitable Settlement
Any early termination under this Article will be subject to the equitable settlement of the
respective interests of the Parties up to the date of termination.
ARTICLE IX MISCELLANEOUS PROVISIONS
9.01 Amendment
The Contract may only be amended by an Amendment executed by both Parties.
9.02 Insurance
Unless otherwise specified in this Contract, Grantee will acquire and maintain, for the duration of
this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and
potential liabilities thereunder with financially sound and reputable insurers licensed by the
Texas Department of Insurance, in the type and amount customarily carried within the industry
as determined by the System Agency. Grantee will provide evidence of insurance as required
under this Contract, including a schedule of coverage or underwriter's schedules establishing to
the satisfaction of the System Agency the nature and extent of coverage granted by each such
policy, upon request by the System Agency. In the event that any policy is determined by the
System Agency to be deficient to comply with the terms of this Contract, Grantee will secure
such additional policies or coverage as the System Agency may reasonably request or that are
required by law or regulation. If coverage expires during the tern of this Contract, Grantee must
produce renewal certificates for each type of coverage.
These and all other insurance requirements under the Contract apply to both Grantee and its
Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all
requirements.
9.03 Legal Obligations
Grantee will comply with all applicable federal, state, and local laws, ordinances, and
regulations, including all federal and state accessibility laws relating to direct and indirect use of
information and communication technology. Grantee will be deemed to have knowledge of all
applicable laws and regulations and be deemed to understand them. In addition to any other act
or omission that may constitute a material breach of the Contract, failure to comply with this
Section may also be a material breach of the Contract.
9.04 Permitting and Licensure
At Grantee's sole expense, Grantee will procure and maintain for the duration of this Contract
any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification
or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide
the goods or Services required by this Contract. Grantee will be responsible for payment of all
taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee agrees to be
responsible for payment of any such government obligations not paid by its contactors or
subcontractors during performance of this Contract.
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9.05 Indemnity
TO THE EXTENT ALLOWED BY LAW, GRANTEE WILL DEFEND, INDEMNIFY, AND HOLD
HARMLESS THE STATE OF TEXAS AND ITS OFFICERS AND EMPLOYEES, AND THE SYSTEM
AGENCY AND ITS OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, ACTIONS,
SUITS, DEMANDS, PROCEEDINGS, COSTS, DAMAGES, AND LIABILITIES, INCLUDING ATTORNEYS'
FEES AND COURT COSTS ARISING OUT OF, OR CONNECTED WITH, OR RESULTING FROM:
a. GRANTEE'S PERFORMANCE OF THE CONTRACT, INCLUDING ANY NEGLIGENT ACTS OR
OMISSIONS OF GRANTEE, OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF
GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN
THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR
b. ANY BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION,
STANDARD, RULE, OR BREACH OF CONTRACT BY GRANTEE, ANY AGENT, EMPLOYEE,
SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL
OR SUPERVISION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT;
OR
C. EMPLOYMENT OR ALLEGED EMPLOYMENT, INCLUDING CLAIMS OF DISCRIMINATION
AGAINST GRANTEE, ITS OFFICERS, OR ITS AGENTS; OR
d. WORK UNDER THIS CONTRACT THAT INFRINGES OR MISAPPROPRIATES ANY RIGHT OF ANY
THIRD PERSON OR ENTITY BASED ON COPYRIGHT, PATENT, TRADE SECRET, OR OTHER
INTELLECTUAL PROPERTY RIGHTS.
GRANTEE WILL COORDINATE ITS DEFENSE WITH THE SYSTEM AGENCY AND ITS COUNSEL.
THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE
TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR
LIABILITIES RESULTING SOLELY FROM THE GROSS NEGLIGENCE OF THE SYSTEM AGENCY OR
ITS EMPLOYEES. THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS
CONTRACT.
9.06 Assignments
Grantee may not assign all or any portion of its rights under, interests in, or duties required under
this Contract without prior written consent of the System Agency, which may be withheld or
granted at the sole discretion of the System Agency. Except where otherwise agreed in writing
by the System Agency, assignment will not release Grantee from its obligations under the
Contract.
Grantee understands and agrees the System Agency may in one or more transactions assign,
pledge, or transfer the Contract. This assignment will only be made to another State agency or a
non -state agency that is contracted to perform agency support.
9.07 Relationship of the Parties
Grantee is, and will be, an independent contractor and, subject only to the terms of this Contract,
will have the sole right to supervise, manage, operate, control, and direct performance of the
details incident to its duties under this Contract. Nothing contained in this Contract will be
deemed or construed to create a partnership or joint venture, to create relationships of an
employer -employee or principal -agent, or to otherwise create for the System Agency any
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liability whatsoever with respect to the indebtedness, liabilities, and obligations of Grantee or
any other Party.
Grantee will be solely responsible for, and the System Agency will have no obligation with
respect to:
a. Payment of Grantee's employees for all Services performed;
b. Ensuring each of its employees, agents, or Subcontractors who provide Services or
Deliverables under the Contract are properly licensed, certified, or have proper permits to
perform any activity related to the Work;
c. Withholding of income taxes, FICA, or any other taxes or fees;
d. Industrial or workers' compensation insurance coverage;
e. Participation in any group insurance plans available to employees of the State of Texas;
f. Participation or contributions by the State to the State Employees Retirement System;
g. Accumulation of vacation leave or sick leave; or
h. Unemployment compensation coverage provided by the State.
9.08 Technical Guidance Letters
In the sole discretion of the System Agency, and in conformance with federal and state law, the
System Agency may issue instructions, clarifications, or interpretations as may be required
during Work performance in the form of a Technical Guidance Letter. A TGL must be in
writing, and may be delivered by regular mail, electronic mail, or facsimile transmission. Any
TGL issued by the System Agency will be incorporated into the Contract by reference herein for
all purposes when it is issued.
9.09 Governing Law and Venue
This Contract and the rights and obligations of the Parties hereto will be governed by, and
construed according to, the laws of the 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.
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9.12 Force Majeure
Except with respect to the obligation of payments under this Contract, if either of the Parties,
after a good faith effort, is prevented from complying with any express or implied covenant of
this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order,
rule, or regulation of governmental authority; or similar events that are beyond the control of the
affected Party (collectively referred to as a "Force Majeure"), then, while so prevented, the
affected Party's obligation to comply with such covenant will be suspended, and the affected
Party will not be liable for damages for failure to comply with such covenant. In any such event,
the Party claiming Force Majeure will promptly notify the other Party of the Force Majeure
event in writing and, if possible, such notice will set forth the extent and duration thereof.
9.13 No Waiver of Provisions
Neither failure to enforce any provision of this Contract nor payment for services provided under
it constitute waiver of any provision of the Contract.
9.14 Publicity
Except as provided in the paragraph below, Grantee must not use the name of, or directly or
indirectly refer to, the System Agency, the State of Texas, or any other State agency in any
media release, public announcement, or public disclosure relating to the Contract or its subject
matter, including in any promotional or marketing materials, customer lists, or business
presentations.
Grantee may publish, at its sole expense, results of Grantee performance under the Contract with
the System Agency's prior review and approval, which the System Agency may exercise at its
sole discretion. Any publication (written, visual, or sound) will acknowledge the support
received from the System Agency and any Federal agency, as appropriate.
9.15 Prohibition on Non -compete Restrictions
Grantee will not require any employees or Subcontractors to agree to any conditions, such as
non -compete clauses or other contractual arrangements that would limit or restrict such persons
or entities from employment or contracting with the State of Texas.
9.16 No Waiver of Sovereign Immunity
Nothing in the Contract will be construed as a waiver of sovereign immunity by the System
Agency.
9.17 Entire Contract and Modification
The Contract constitutes the entire agreement of the Parties and is intended as a complete and
exclusive statement of the promises, representations, negotiations, discussions, and other
agreements that may have been made in connection with the subject matter hereof. Any
additional or conflicting terms in any future document incorporated into the Contract will be
harmonized with this Contract to the extent possible by the System Agency.
9.18 Counterparts
This Contract may be executed in any number of counterparts, each of which will be an original,
and all such counterparts will together constitute but one and the same Contract.
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9.19 Proper Authority
Each Party hereto represents and warrants that the person executing this Contract on its behalf
has full power and authority to enter into this Contract. Any Services or Work performed by
Grantee before this Contract is effective or after it ceases to be effective are performed at the sole
risk of Grantee with respect to compensation.
9.20 Employment Verification
Grantee will confirm the eligibility of all persons employed during the contract term to perform
duties within Texas and all persons, including subcontractors, assigned by the contractor to
perform work pursuant to the Contract.
9.21 Civil Rights
a. Grantee agrees to comply with state and federal anti -discrimination laws, including:
1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.);
2. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794);
3. Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.);
4. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107);
5. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688);
6. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and
7. The System Agency's administrative rules, as set forth in the Texas Administrative Code,
to the extent applicable to this Agreement.
Grantee agrees to comply with all amendments to the above -referenced laws, and all
requirements imposed by the regulations issued pursuant to these laws. These laws provide in
part that no persons in the United States may, on the grounds of race, color, national origin,
sex, age, disability, political beliefs, or religion, be excluded from participation in or denied
any aid, care, service or other benefits provided by Federal or State funding, or otherwise be
subjected to discrimination.
b. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing
regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15, prohibiting a contractor from adopting
and implementing policies and procedures that exclude or have the effect of excluding or
limiting the participation of clients in its programs, benefits, or activities on the basis of
national origin. State and federal civil rights laws require contractors to provide alternative
methods for ensuring access to services for applicants and recipients who cannot express
themselves fluently in English. Grantee agrees to take reasonable steps to provide services
and information, both orally and in writing, in appropriate languages other than English, in
order to ensure that persons with limited English proficiency are effectively informed and
can have meaningful access to programs, benefits, and activities.
C. Grantee agrees to post applicable civil rights posters in areas open to the public informing
clients of their civil rights and including contact information for the HHS Civil Rights Office.
The posters are available on the HHS website at:
http://vvvcvw.hhsc.state.tx.us/about hhsc/civil-riphts/brochures-posters.shtml
Grantee Uniform Terms and Conditions
Page 18 of 19
v. 06.03.16
DocuSign Envelope ID: FFE90186-6C18-43B7-9FEB-2DFB65D24E43
d. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at
45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that
participates in programs funded by direct financial assistance from the United States
Department of Agriculture or the United States Department of Health and Human Services
shall not discriminate against a program beneficiary or prospective program beneficiary on
the basis of religion or religious belief.
e. Upon request, Grantee will provide HHSC Civil Rights Office with copies of all of the
Grantee's civil rights policies and procedures.
f. Grantee must notify HHSC's Civil Rights Office of any civil rights complaints received
relating to its performance under this Agreement. This notice must be delivered no more than
ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section
must be directed to:
HHSC Civil Rights Office
701 W. 51StStreet, Mail Code W206
Austin, Texas 78751
Phone Toll Free: (888) 388-6332
Phone: (512) 438-4313
TTY Toll Free: (877) 432-7232
Fax: (512) 438-5885.
Grantee Uniform Terms and Conditions
Page 19 of 19
v. 06.03.16
DocuSign Envelope ID: FFE90186-6C18-43B7-9FEB-2DFB65D24E43
ATTACHMENT D
SUPPLEMENTAL CONDITIONS
THERE ARE NO SUPPLEMENTAL CONDITIONS FOR THIS
CONTRACT THAT MODIFY THE 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 organ ization/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
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.
v. 11.15.2016 Page 1
DocuSign Envelope ID: FFE90186-6C18-43B7-9FEB-2DFB65D24E43
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.
v. 11.15.2016 Page 2
Docul
w secuQEo
Certificate Of Completion
Envelope Id: FFE901866C1843B79FEB2DFB65D24E43
Status: Sent
Subject: $125,339.00; NO. 537-18-0296-00001;City of Lubbock; IDCU-SUR
Source Envelope:
Document Pages: 39 Signatures: 0
Envelope Originator:
Supplemental Document Pages: 0 Initials: 0
Josalyn Wilson
Certificate Pages: 3
AutoNav: Enabled Payments: 0
1860 Michael Faraday Dr
Envelopeld Stamping: Enabled
Reston, VA 20190
Time Zone: (UTC-06:00) Central Time (US &
josalyn.wilson@hhsc.state.tx.us
Canada)
IP Address: 167.137.1.15
Record Tracking
Status: Original
Holder: Josalyn Wilson
Location: DocuSign
3/13/2017
josalyn.wilson@hhsc.state.tx.us
Signer Events
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Patty Melchior
Completed
Sent: 3/13/2017
Patty.Melchior@dshs.state.tx.us
Viewed: 3/13/2017
Resource Director
Signed: 3/13/2017
Department State Health Services
Using IP Address: 160.42.85.9
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Electronic Record and Signature Disclosure:
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Joe James Completed Sent: 3/13/2017
joe.james@hhsc.state.tx.us Resent: 3/15/2017
Texas Health and Human Services Commission Viewed: 3/24/2017
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Sandy Clark Sent: 3/13/2017
COPIED
sandy.clark@dshs.state.tx.us Viewed: 3/21/2017
Contract Manager
Texas Health and Human Services Commission
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Justin Davis COPIED Sent: 3/13/2017
justin.davis@dshs.state.tx.us
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Amy Greene COPIED Sent: 3/13/2017
amy.greene@hhsc.state.tx.us
Contract Specialist V
Texas Health and Human Services Commission
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Susana Garcia COPIED Sent: 3/13/2017
susana.garcia@dshs.state.tx.us
Unit Director
Texas Health and Human Services Commission
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Katherine Wells COPIED
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