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Agenda Packet City Council - 10/15/2013
a Corpus Christi 1201 Leopard Street p Corpus Christi,TX 78401 cctexas.com Meeting Agenda Final City Council Tuesday, October 15,2013 11:30 AM Council Chambers Public Notice --THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. Members of the audience will be provided an opportunity to address the Council at approximately 12:00 p.m., or the end of the Council Meeting, whichever is earlier. Please speak into the microphone located at the podium and state your name and address. Your presentation will be limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete ingles-espanol en todas las juntas del Concilio para ayudarle. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. A. Mayor Nelda Martinez to call the meeting to order. B. Invocation to be given by Chaplain Lynn Blackler, CHRISTUS Spohn Health System C. Pledge of Allegiance to the Flag of the United States. D. City Secretary Armando Chapa to call the roll of the required Charter Officers. E. Proclamations /Commendations F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Corpus Christi Page 1 Printed on 211812014 City Council Meeting Agenda-Final October 15, 2013 PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOWANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. G. CITY MANAGER'S COMMENTS/ UPDATE ON CITY OPERATIONS: H. EXECUTIVE SESSION: (ITEM 1) PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. In the event the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing the executive session will be publicly announced by the presiding office. 1. 13-000880 Executive session pursuant to Section 551.072 of the Texas Government Code to deliberate the purchase, exchange, lease, or value of real property where deliberation in an open meeting would have a detrimental effect on the position of the City of Corpus Christi in negotiations with a third person with possible discussion and action in open session. I. MINUTES: 2. 13-000960 Regular Council Meeting of October 8, 2013 Attachments: Minutes-October 08, 2013 J. BOARDS &COMMITTEE APPOINTMENTS: (NONE) K. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed;may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance;or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting,such agendas are incorporated herein for reconsideration and action on any reconsidered item. Corpus Christi Page 2 Printed on 211812014 City Council Meeting Agenda-Final October 15, 2013 L. CONSENT AGENDA: (ITEMS 3 - 17) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 3. 13-000855 Purchase of Victory Police Motorcycles Motion approving the purchase of four (4) police motorcycles from GRAMB, Inc. dba Corpus Christi CyclePlaza, Corpus Christi, Texas for an estimated expenditure of$114,364.00, of which $110,614.00 is required for the remainder of FY 2013-2014. Funding is available in the FY 2013-2014 Capital Outlay Budget. Attachments: Agenda Memo- Police Motorcycles.pdf Price Sheet- Police Motorcycles.pdf 4. 13-000908 Construction contract for the Public Safety Warehouse Re-Bid (Bond 2008) Motion authorizing the City Manager, or designee, to execute a Construction Contract with Henock Construction from San Antonio, Texas in the amount of $2,103,883.77, for the Public Safety Warehouse Re-Bid project for the base Bid plus Additive Alternates 1, 2 & 3 (Bond 2008). Attachments: Agenda Memo-Public Safety Warehouse Lynda Project Budget- Public Safety Warehouse Location Map-Corpus Christi Public Safety Warehouse Re-Bid.pdf Presentation- Public Safety Warehouse 5. 13-000904 Engineering Construction Contract for Lifecycle Curb and Gutter Replacement Motion authorizing the City Manager, or designee, to execute a construction contract with A. Ortiz Construction & Paving, Inc. of Corpus Christi, Texas in the amount of $386,350.00 for the Base Bid for Lifecycle Curb and Gutter Replacement for the Indefinite Delivery/Indefinite Quantity (IDIQ) contract base year. Attachments: Agenda Memo- Lifecycle curb and Gutter Protect Budget.pdf Location Map.pdf 6. 13-000913 Engineering Design Contract Amendment No. 1 for High Service Pump Building No. 3 (HSPB No. 3) at the O. N. Stevens Water Corpus Christi Page 3 Printed on 211812014 City Council Meeting Agenda-Final October 15, 2013 Treatment Plant Motion authorizing the City Manager or designee to execute the Amendment No. 1 to the Contract for Professional Services with LNV, Inc. of Corpus Christi, Texas in the amount of$2,358,103.00, for a total restated fee of$2,405,603.00 for the 0.N. Stevens Water Treatment Plant High Service Building No. 3. Attachments: Agenda Memo-ONSWTP High Srvc Bldg No. 3.pdf Protect Budget-ONSWTP High Srvc Bldg No. 3.pdf Location Map-ONSWTP High Srvc Bldg No. 3 Contract-ONSWTP High Srvc Bldg No. 3 Presentation-ONSWTP High Srvc Bldg No. 3 7. 13-000920 Certification of 2013 Tax Levy Motion approving the 2013 Property Tax Levy of$89,809,808.21 based on the adopted property tax rate of$0.585264 per$100 valuation, in accordance with Section 26.09 (e) of the Texas Property Tax Code. Attachments: Agenda Memo-Certification of 2013 Tax Levy.pdf 2013 Certification of Levv.pdf 8. 13-000905 Supporting potential Federal Transit Administration (FTA) grantee status for the City and authorizing a Memorandum of Understanding with the Corpus Christi Regional Transit Authority and the Corpus Christi Metropolitan Planning Organization for grant coordination Resolution in support of the City of Corpus Christi (City) becoming a Federal Transit Administration (FTA) grantee and authorizing the City Manager or designee to file documentation necessary for the City to achieve FTA grantee status; and authorizing the City Manager or designee to execute an agreement with the Corpus Christi Regional Transit Authority and the Corpus Christi Metropolitan Planning Organization to provide for transportation grant coordination. Attachments: Agenda Memo- FTA Grantee Resolution -FTA Grantee Draft MOU -FTA Grantee 9. 13-000881 Second Reading Ordinance -Accepting and appropriating the FY 13 Edward Byrne Memorial Justice Assistance Grant for crime control and prevention (1st Reading 1018113) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the U. S. Department of Justice, Bureau of Justice Assistance, in the amount of$162,583 for the FY 2013 Edward Byrne Memorial Justice Assistance Grant (JAG) Corpus Christi Page 4 Printed on 211812014 City Council Meeting Agenda-Final October 15, 2013 Program; and Appropriating the $162,583 in the No. 1061 Police Grants Fund to fund the enhancement of law enforcement efforts by the Police Department and Nueces County under an established interlocal agreement which provides that 50% of the funds to be distributed to Nueces County Attachments: Agenda Memo-JAG appropriation 10.8.2013 Ordinance- FY 2013 Edward Byrne Memorial Justice Assistance Grant- police AWARD- REPORT0I 10. 13-000888 Second Reading Ordinance -Accepting and appropriating the Victims of Crime Act (VOCA) Outreach Program grant within the Police Department for Year 1 (1st Reading 1018113) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of$67,660.55 to establish the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of$13,533.07 and an in-kind match of $3,382.07 from the No. 1020 Police General Fund; Appropriating the $67,660.55 in the No. 1061 Police Grants Fund for the VOCA Outreach grant in the Police Department; and authorizing the transfer of $13,533.07 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $84,575.69. Attachments: Agenda Memo-VOCA outreach approp memo 10.08.2013 Ordinance-VOCA Outreach Grant Award letter-VOCA Outreach 1314 11. 13-000890 Second Reading Ordinance -Accepting and appropriating the Victims of Crime Act Grant(VOCA)within the Police Department for Year 14 (1st Reading 1018113) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of$79,188.69 for Year 14 of the Victims of Crime Act Grant (VOCA) Program within the Police Department with a City match of$16,964.54 and an in-kind match of $4,000 from the No. 1020 Police General Fund; appropriating the $79,188.69 in the No. 1061 Police Grants Fund for the VOCA grant in the Police Department; and authorizing the transfer of$16,964.54 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $100,153.23. Attachments: Agenda Memo-VOCA approp memo 10.08.2013 revised Ordinance-VOCA grant 2013- Police(revised) Award letter 1314 Corpus Christi Page 5 Printed on 211812014 City Council Meeting Agenda-Final October 15, 2013 12. 13-000911 Second Reading Ordinance -Accepting and appropriating a Continued Services "Bundle" Grant from the Department of State Health Services (1st Reading 1018113) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a total grant amount of $726,622 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide continued clinical services for the contract period of September 1, 2013 through August 31, 2014; and to ratify acceptance of the grants to begin as of September 1, 2013. Attachments: Agenda Memo-Continued Services Bundle Grant.pdf Ordinance-2013-14 ORD DWB Continued Services Bundle-Sep Contracts for IDCU-FLU-LAB Contract.pdf 2014 CPS LRN-HPP Contract.pdf 2014 RLSS Contract.pdf 2014 IMM Locals Contract.pdf 2014 CPS LRN-PHEP Contract.pdf TB State Contract.pdf TB Fed Contract.pdf 13. 13-000912 Second Reading Ordinance -Accepting and appropriating State grant for bay water sample analysis (1st Reading 1018113) Ordinance authorizing the City manager or designee to execute all documents necessary to accept and appropriate a grant of$22,500 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide laboratory services for the analysis of bay water samples for the contract period of September 1, 2013 through August 31, 2014; and to ratify acceptance of the grant to begin as of September 1, 2013. Attachments: Agenda Memo-Seafood&Aquatic Life.pdf Ordinance-Seafood&Aquatic Life Activities.pdf Contract-Seafood&Aquatic Life 2014.pdf General Provisions.pdf Program Attachment-Seafood&Aquatic Life 2014 .pdf 14. 13-000902 Second Reading Ordinance - Appropriating funds to reimburse developer for construction of wastewater collection line (1st Reading 1018113) Ordinance appropriating $63,794.00 from the NO. 4220 Sanitary Sewer Collection Line Trust Fund to reimburse 15T Investments, LLC., ("Developer"), for the extension of a 10-inch sanitary sewer collection line, including all related appurtenances for development of Lot 2, Block 13 Airport Industrial Subdivision, as specified in the wastewater Corpus Christi Page 6 Printed on 211812014 City Council Meeting Agenda-Final October 15, 2013 collection line extension construction and reimbursement agreement. Attachments: Agenda Memo- 15T Investments, LLC,Appropriation Ordinance- 15T Investments, LLC-Appropriation Recorded WastewaterAgreement- 15t Investments, LLC 15. 13-000903 Second Reading Ordinance -Appropriating funds to reimburse Wal-mart Real Estate Business Trust for the shared cost to construct Dunbarton Oaks Drive for Cimarron Estates (1st Reading 1018113) Ordinance appropriating $647.90 of interest earned in the NO. 4730 Infrastructure Fund and transfer to NO. 3530 Streets CIP Fund; and appropriating $102,218.24 from the NO. 4730 Infrastructure Fund to reimburse Wal-Mart Real Estate Business Trust; and approving $194,180.07 to reimburse Wal-Mart Real Estate Business Trust from the NO. 4730 Infrastructure Fund for %2 street construction cost of constructing Dunbarton Oaks Drive, for Cimarron Estates. Attachments: Agenda Memo-Wal-Mart Dunbarton, Appropriation Ordinance-Walmart Dunbarton, Appropriation Historical Ordinance-023030, First Worthing Co. Executed Deferment Agreement-2006-132, Mostagashi Historical Ordinance-028726, Walmart Executed Deferment Agreement-2010-375, Walmart 16. 13-000777 Second Reading Ordinance -Accepting and appropriating Keep America Beautiful Grant for National Day of Action and Great American Clean Up Events (1st Reading 1018113) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $1,000 grant from Keep America Beautiful for National Day of Action and the Great American Clean Up Events in the No. 1051 Solid Waste Grant Fund to be used to reimburse for National Day of Action expenses. Attachments: Agenda Memo- KAB Natl Day of Action Grant 2 Ordinance- KAB Natl Day ofAction.pdf Event Flyer-April Events for Caller Times.pdf KAB Trash Summary 2013.pdf 17. 13-000778 Second Reading Ordinance -Accepting and appropriating grant for Cigarette Litter Prevention Program (1st Reading 1018113) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $2,000 grant from Keep America Beautiful's Cigarette Litter Prevention Program in the No. 1051 Solid Waste Grant Fund to fund projects, activities and clean ups Corpus Christi Page 7 Printed on 211812014 City Council Meeting Agenda-Final October 15, 2013 associated with Cigarette Litter Prevention. Attachments: Agenda Memo- KAB Cigarette Litter Prevention Grant Agend Item 2 Ordinance-Cigarette.pdf Overview- KAB cigarette litter prevention grant outline.pdf M. PUBLIC HEARINGS: (NONE) N. REGULAR AGENDA: (NONE) The following items are motions, resolutions and ordinances that will be considered and voted on individually. O. FIRST READING ORDINANCES: (ITEMS 18 -21) 18. 13-000915 First Reading Ordinance -Accepting and appropriating additional funding from the Staffing for Adequate Fire and Emergency Response (SAFER) Grant Program Ordinance appropriating $409,664 from the United States Department of Homeland Security - amendment to the Staffing forAdequate Fire and Emergency Response (SAFER) Grant Program into the No 1062 Fire Grants Fund to maintain 8 military veteran firefighter within the Fire Department Attachments: Agena Memo-SAFER Grant Ordinance-SAFER Grant Amendment Notice 19. 13-000918 First Reading Ordinance - Ratifying acceptance and appropriating the 2013 Emergency Management Performance Grant Ordinance ratifying acceptance of a grant from the Texas Department of Public Safety, Governor's Division of Emergency Management, in the amount of$75,325.21 for the Emergency Management Performance Grant (EMPG); and appropriating $75,325.21 from the Emergency Management Performance Grant Program in the no. 1063 Emergency Management Grants Fund to improve mitigation, preparedness, response, and recovery capabilities for the City of Corpus Christi Attachments: Agenda Memo- EMPG Ordinance- EMPG Award Notice- EMPG Item Detailed List- EMPG 20. 13-000928 First Reading Ordinance -Accepting and appropriating FY 2013 Elderly Nutrition Program (ENP) Grant Award Ordinance authorizing the City Manager or designee to execute all Corpus Christi Page 8 Printed on 211812014 City Council Meeting Agenda-Final October 15, 2013 documents necessary to accept and appropriate a $647,713 grant from the Area Agency on Aging of the Coastal Bend in the No. 1067 Parks and Recreation Grants Fund for the FY 2013 Senior Community Services, Elderly Nutrition Program. Attachments: Agenda Memo- ENP FYI 3 Grant Award Ordinance- Elderly Nutrition Program Grant 2013 Attachment- ENP FYI 3 Notice of Grant Award 21. 13-000930 First Reading Ordinance - Revising the membership of the Watershore and Beach Advisory Committee Ordinance to revise the membership of the Watershore and Beach Advisory Committee. Attachments: Agenda Memo-Watershore seat name change Ordinance-Watershore seat name change P. FUTURE AGENDA ITEMS: (ITEM 22) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 22. 13-000929 Authorization to apply for continued financial assistance from Texas General Land Office Beach Cleaning and Maintenance Assistance Program Resolution authorizing the City Manager or designee to execute all documents necessary to request continued financial assistance for beach cleaning and maintenance on North Padre Island and Mustang Island during FY 2013-2014 under the Texas General Land Office's Beach Cleaning and Maintenance Assistance Program. Attachments: Agenda Memo-GLO Beach Maintenance application Resolution -GLO beach maintenance application Q. BRIEFINGS TO CITY COUNCIL: (ITEMS 23 -26) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 23. 13-000925 Adopting the Federal Legislative Policy for the 113th Congress Attachments: Agenda Memo- Federal Legislative Policy Resolution -Federal Legislative Policy Presentation- Federal Legislative Policy 24. 13-000957 Blue Ribbon Task Force Attachments: Agenda Memo- Blue Ribbon Task Force Presentation- Final Edit-BRTask Force to Council 10-15-13(2).pdf Corpus Christi Page 9 Printed on 211812014 City Council Meeting Agenda-Final October 15, 2013 25. 13-000891 Corpus Christi Regional Economic Development Corporation Quarterly Report Attachments: Agenda Memo-CCREDC Quarterly Report Presentation-Quarterly Report 26. 13-000954 Litter Reduction Plan Update Attachments: Agenda Memo- Litter Reduction Plan Update Strategic Plan -Reduce Litter R. ADJOURNMENT Corpus Christi Page 10 Printed on 211812014 Cor us Christi 1201 Leopard Street p Corpus Christi,TX 78401 cctexas.com Meeting Minutes City Council Tuesday, October 8,2013 11:30 AM Council Chambers Public Notice --THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. A. Mayor Nelda Martinez to call the meeting to order. Assistant City Secretary Rebecca Huerta informed the Council that due to the absence of Mayor Nelda Martinez and Mayor Pro Tern Mark Scott,a motion was required to appoint a member of the Council as Presiding Chair. Council Member McIntyre made a motion appointing Council Member Magill as Presiding Chair, seconded by Council Member Leal and passed. Presiding Chair Magill called the meeting to order. B. Invocation to be given by Reverend Patsy Koeneke, St. Mark's Lutheran Church Reverend Koenick gave the invocation. C. Pledge of Allegiance to the Flag of the United States. Ms.Teresa Rodriguez Barlett with the Corpus Christi Hispanic Chamber of Commerce gave the Pledge of Allegiance. D. City Secretary Armando Chapa to call the roll of the required Charter Officers. Assistant City Secretary Rebecca Huerta called the roll and stated that a quorum of the Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Ron Olson, City Attorney Carlos Valdez,and Assistant City Secretary Rebecca Huerta. Present: 7- Council Member Kelley Allen,Council Member Priscilla Leal,Council Member David Loeb,Council Member Chad Magill,Council Member Colleen Mclntyre,Council Member Lillian Riojas, and Council Member Rudy Garza Absent: 2- Mayor Nelda Martinez, and Council Member Mark Scott E. Proclamations /Commendations 1. Proclamation declaring October 6-12, 2013 as "Fire Prevention Week" Corpus Christi Page 1 Printed on 1011012013 City Council Meeting Minutes October 8,2013 Proclamation declaring October 14-18, 2013 as "Court Observance Week" Presiding Chair Magill presented the Proclamations.An additional proclamation was pressented declaring October 13-19,2013 as"YWCA Week Without Violence". G. CITY MANAGER'S COMMENTS/ UPDATE ON CITY OPERATIONS: Presiding Chair Magill deviated from the agenda and called for City Manager's Comments. City Manager Ron Olson reported on the following issues: 1) Staffs continuing work and progress on the Litter Ordinance to revise, consolidate,and enforce the various litter ordinances throughout the City Code and to refine and include the plastic bag revisions within the Litter Ordinance. 2)The recognition of various City staff members and Council Members Magill and Loeb at the recent Uptown Neighborhoods Meeting.3)The completion of the Business Plans and the integration of the plans in the City Reporting System(CRP). Mr. Olson reported that staff will provide an on-line demonstration of the CRP System at the next Council meeting.4)The progress on the installation of the new accounting and personnel system(ERP)with an anticipated target date of August 2014.5)The Police Department's fantastic job managing Animal Control Services and the award of$30,000 to Animal Control from the Rachel Ray Challenge.The City's Animal Control Division placed 2nd in its division and 5th out of 49 entries.6)The success of the Library's"Food for Fines" Program. 7)The Finance Department received the"Leadership Circle Award"from the Texas Comptroller's Office for financial transparency. 8)An update on the recruitment of the Assistant City Manager position and interviews schedule for October 18th. 9)City Attorney Carlos Valdez submitted his letter of resignation with an effective date of November 15th. Mr. Olson announced his appointment of Lisa Aguilar as Interim Assistant City Attorney. N. REGULAR AGENDA: (ITEMS 17) 17. Amendment to Ad Valorem Collections Contract with Nueces County Motion approving an amended agreement for ad valorem tax collection services with Nueces County at an annual per parcel rate established by Nueces County and continuing from year to year unless canceled. Presiding Chair Magill deviated from the agenda and referred to Item 17. Director of Financial Services Constance Sanchez stated that the purpose of this item is to amend the agreement for ad valorem tax collection services with Nueces County. Nueces County Tax Assessor-Collector Kevin Kieschnick explained that Nueces County is reviewing and updating the existing contracts will all of the taxing entities to have more consistancy, reflect current tax practices and conform with the current Property Tax Code.There were no comments from the public or the Council.This Motion was passed with the following vote: Aye: 7- Council Member Allen, Council Member Leal, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Corpus Christi Page 2 Printed on 1011012013 City Council Meeting Minutes October 8,2013 Absent: 2- Mayor Martinez and Council Member Scott Abstained: 0 Enactment No: M2013-152 F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Presiding Chair Magill called for public comment. Mr.Abel Alonzo commended City Attorney Carlos Valdez for doing an excellent job during his service to the City and for saving taxpayer dollars. Mr.Alonzo requested consideration for hiring within the organization for the positions of City Secretary and City Attorney. Cheryl Martinez spoke regarding council members receiving complaints about the animal problems in the City and encouraged citizens to volunteer and find solutions;she presented a response to those complaints. Mary Lou Huffman spoke regarding the various fees throughout the City.Juan Ariaza spoke regarding the percentage of the City's Hispanic population and how City leaders communicate and address the Hispanic community. PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. H. EXECUTIVE SESSION: (ITEM 2) Presiding Chair Magill referred to the executive session on the day's agenda. The Council went into executive session. 2. Executive session pursuant to Section 551.072 of the Texas Government Code to deliberate the U.S. Coast Guard Project Ground Lease because negotiations in an open meeting would have a detrimental effect on the city's position in negotiations with a third party with possible discussion and action in open session. Corpus Christi Page 3 Printed on 1011012013 City Council Meeting Minutes October 8,2013 The Council returned from executive session. Item 23 is related to the executive session. N. REGULAR AGENDA: (ITEM 23) 23. Approving Modifications to U.S. Coast Guard Project Ground Lease Motion to reconsider the existing ground lease between the City of Corpus Christi and the FDL-CC, LLC and approve requested modifications to ground lease to accommodate requirements imposed upon FDL-CC, LLC by their lender. Presiding Chair Magill deviated from the agenda and referred to Item 23. Assistant City Manager Wes Pierson stated that the purpose of this item is to reconsider the existing ground lease between the City and FDL-CC, LLC and approve requested modifications. Mr. Pierson presented the list of modifications to the contract including the terms;conflict languages; definitions and termination changes.There were no comments from the public or the Council.The motion was passed and approved with the following vote: Aye: 7- Council Member Allen, Council Member Leal, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 2- Mayor Martinez and Council Member Scott Abstained: 0 Enactment No: M2013-155 I. MINUTES: (ITEM 3) 3. Regular Council Meeting of September 17, 2013 and Regular Council Meeting of September 24, 2013 Presiding Chair Magill referred to the approval of the minutes. Council Member McIntyre made a motion to approve the minutes as presented,seconded by Council Member Garza.The minutes were approved. J. BOARDS &COMMITTEE APPOINTMENTS: (NONE) K. EXPLANATION OF COUNCIL ACTION: L. CONSENT AGENDA: (ITEMS 4 - 16) Approval of the Consent Agenda Presiding Chair Magill called for the consent agenda.There were no comments from the public or the Council.Assistant City Secretary Rebecca Huerta reported that Presiding Chair Magill submitted a conflict of interest form for Item 16 and would abstain from the vote on that item.The consent agenda was Corpus Christi Page 4 Printed on 1011012013 City Council Meeting Minutes October 8,2013 passed in one vote as follows: Aye: 7- Council Member Allen, Council Member Leal, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 2- Mayor Martinez and Council Member Scott Abstained: 0 4. Approving Lease purchase for Curbside Refuse and Recycle Containers Motion approving the lease purchase of 7,488 96-gallon curbside refuse containers and 1,872 96-gallon curbside recycle containers from Toter Incorporated, Statesville, NC for the total amount of $488,989.20. The award is based on the cooperative purchasing agreement with the Houston-Galveston Area Council of Governments (H-GAC). The containers will be used in the City's automated collection program. Funds for the lease purchase of the curbside collection containers will be provided through the City's lease/purchase financing program. This Motion was passed on the Consent Agenda. Enactment No: M2013-147 5. Approving a supply agreement for trap rock used for seal coating Motion approving a supply agreement with Vulcan Construction Materials, L.P., San Antonio, Texas for approximately 6,000 tons of trap rock in accordance with Bid Invitation No. BI-0176-13 based on lowest responsible bid, for a total amount of$277,500 of which $231,250 is required for FY 2013-2014. The term of the supply agreement will be twelve-months with an option to extend for up to two additional twelve-month periods subject to the approval of the supplier and the City Manager or designee. Funds have been budgeted by the Street Department in FY 2013-2014. This Motion was passed on the Consent Agenda. Enactment No: M2013-148 6. Contract -Approving Data Collection Unit(DCU) Component Upgrade to the Automated Meter Reading (AMR) System Motion approving a contract with Aclara Technologies LLC, Hazelwood, Missouri for the purchase and installation of components on approximately 61 Data Collection Units (DCU's) of the City's automatic meter reading (AMR) system. The award is based on sole source, for a total amount of$71,791.33. Funds have been budgeted by the MIS Department in FY 2013-2014. Corpus Christi Page 5 Printed on 1011012013 City Council Meeting Minutes October 8,2013 This Motion was passed on the Consent Agenda. Enactment No: M2013-149 7. Engineering Design Contract Amendment No. 2 for two new 10 Million Gallons Daily(MGD) Pumps for the Staples Street Pumping Plant Motion authorizing the City Manager, or designee, to execute Amendment No. 2 to the Contract for Professional Services with Urban Engineering of Corpus Christi, Texas in the amount of $135,640.00, for a total restated fee not to exceed $352,110.00 for the Staples Street Pumping Plant New 10 MGD Pumps Project. This Motion was passed on the Consent Agenda. Enactment No: M2013-150 8. Engineering Design Amendment No. 1 - McArdle Road Improvements - Ennis Joslin Road to Whitaker Drive (Bond 2012) Motion authorizing the City Manager or designee to execute Amendment No. 1 to a Contract for Professional Services with RVE, Inc. of Corpus Christi, Texas in the amount of $155,520.00, for a total restated fee not to exceed $1,113,240.00 for McArdle Road from Nile Drive to Ennis Joslin Road and McArdle Road from Whitaker Drive to Nile Drive, for design, bid, and construction phase services BOND ISSUE 2012. (Proposition No. 1 Street Projects) This Motion was passed on the Consent Agenda. Enactment No: M2013-151 9. Second Reading Ordinance -Amending the Unified Development Code's limitations on restaurants in the neighborhood commercial and office zoning districts. (1st Reading 9124113) Ordinance amending the Unified Development Code for limitations on restaurants in the neighborhood commercial and office zoning districts by revising subsection 5.2.11 - Restaurant; and providing for severance, penalties, and publication. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029959 10. Second Reading Ordinance - Rezoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District, on properties located at 1309 Daly Drive and 1302 Woodlawn Drive. (1st Reading 9124113) Corpus Christi Page 6 Printed on 1011012013 City Council Meeting Minutes October 8,2013 Case No. 0813-03 Hammond Jones Real Estate Development LLC: A rezoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District, resulting in a partial change to the Future Land Use Plan. The property to be rezoned is described as being the south 24 feet of Lot 1, all of Lots 2-10, the north 33 feet of Lot 19, and all of Lots 20-24, Block 2, Woodlawn Estates, located on the south side of McArdle Road between Woodlawn and Daly Drives. Planning Commission and Staff Recommendation (August 28, 2013): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District. Ordinance Ordinance amending the Unified Development Code ("UDC') upon application by Hammond Jones Real Estate Development LLC, acting as agent on behalf of Allen Lovelace Moore and Blanche Davis Moore Foundation ("Owner"), by changing the UDC Zoning Map in reference to the south 24 feet of Lot 1, all of Lots 2-10, the north 33 feet of Lot 19, and all of Lots 20-24, Block 2, Woodlawn Estates, located on the south side of McArdle Road between Woodlawn and Daly Drives, from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029960 11. Second Reading Ordinance - Rezoning from the "RM-AT/10" Multifamily AT District with an Island Overlay and the "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, on properties located at 15013 - 15029 Leeward Drive and 15022 Aruba Drive. (1st Reading 9/24/13) Case No. 0813-04 Doug Shaw: A rezoning from the "RM-AT/10" Multifamily AT District with an Island Overlay and the "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, not resulting in a change to the Future Land Use Plan. The property to be rezoned is described as Lots 5 and 14-18, Block 2, Section E, Padre Island - Corpus Christi, located between Aruba and Leeward Drives, approximately 200 feet south of Running Light Drive. Planning Commission and Staff Recommendation (August 28, 2013): Approval of the change of zoning from the "RM-AT/10" Multifamily AT Corpus Christi Page 7 Printed on 1011012013 City Council Meeting Minutes October 8,2013 District with an Island Overlay and the "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, subject to 10 conditions. Ordinance Ordinance amending the Unified Development Code ("UDC'), upon application by Doug Shaw ("Owner"), by changing the UDC Zoning Map in reference to Lots 5 and 14-18, Block 2, Section E, Padre Island - Corpus Christi, from the "RM-AT/10" Multifamily AT District with an Island Overlay and the "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029961 12. Second Reading Ordinance - Rezoning from the "RM-AT/10" Multifamily AT District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, on property located at 15030, 15034, and 15038 Aruba Drive. (1st Reading 9/24/13) Case No. 0813-05 Doug Shaw and Jill Shaw: A rezoning from the "RM-AT/10" Multifamily AT District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, not resulting in a change to the Future Land Use Plan. The property to be rezoned is described as Lots 1-3, Block 2, Section E, Padre Island - Corpus Christi, located along the east side of Aruba Drive, approximately 175 feet west of Leeward Drive. Planning Commission and Staff Recommendation (August 28, 2013): Approval of the change of zoning from the "RM-AT/10" Multifamily AT District with an Island Overlay to "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, subject to 10 conditions. Ordinance Ordinance amending the Unified Development Code ("UDC'), upon application by Doug Shaw and Jill Shaw ("Owners"), by changing the UDC Zoning Map in reference to Lots 1-3, Block 2, Section E, Padre Island - Corpus Christi, from the "RM-AT/10" Multifamily AT District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay; Corpus Christi Page 8 Printed on 1011012013 City Council Meeting Minutes October 8,2013 amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029962 13. Second Reading Ordinance - Restricting the use of wireless communications while driving (1st Reading 9124113) Ordinance adding a new section 53-16 of the city code relating to restrictions on use of wireless communications while driving, creating an offense, providing for penalties, providing for severance, providing for publication, and providing for an effective date. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029963 14. Second Reading Ordinance -Accepting and appropriating State grant amendment increase (1st Reading 9124113) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a grant amendment in the amount of$50,000 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide funds for the Woman, Infants, and Children (WIC) Program. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029964 15. Second Reading Ordinance -Amending Appendix A of the Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness (1st Reading 9124113) Ordinance authorizing the City Manager to execute all documents necessary to approve and accept this second amendment to Appendix A, of the Regional Health Awareness Board's ("RHAB") Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness, by adding the Texas A&M Irma Lerma Rangel College of Pharmacy and Education Service Center, Region 2 as organizations that may appoint members to the RHAB This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029965 16. Second Reading Ordinance -Closing a portion of a 10-foot wide utility easement (1st Reading 9124113) Ordinance abandoning and vacating a portion of a 10-foot wide utility Corpus Christi Page 9 Printed on 1011012013 City Council Meeting Minutes October 8,2013 easement out of Parkdale Village Annex B and Lot 2, Parkdale Village Annex C and requiring the owner, TWF Partners, LLC., to comply with specified conditions. This Ordinance was passed on second reading with the following vote: Aye: 6- Council Member Allen, Council Member Leal, Council Member Loeb, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 2- Mayor Martinez and Council Member Scott Abstained: 1 - Council Member Magill Enactment No: 029966 M. PUBLIC HEARINGS: (NONE) N. REGULAR AGENDA: (ITEMS 18 -22, and 24) 18. Refunding of Corpus Christi Business and Job Development Corporation Arena Bonds Resolution by the City Council of the City of Corpus Christi, Texas relating to "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2013 (Arena Project)"; approving the resolution of Corpus Christi Business and Job Development Corporation authorizing the issuance of such bonds; and resolving other matters incident and related to the issuance of such bonds; and providing an effective date. Presiding Chair Magill referred to Item 18. Director of Financial Services Constance Sanchez stated that the purpose of this item is to approve a resolution passed by the Corpus Christi Business and Job Development Corporation on September 16, 2013 to refinance the bonds for the arena. Presiding Chair Magill called for comments from the public.Abel Alonzo spoke regarding the savings for refunding the bonds and said this item is an example of staff saving taxpayer money.This Resolution was passed with the following vote: Aye: 7- Council Member Allen, Council Member Leal, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 2- Mayor Martinez and Council Member Scott Abstained: 0 Enactment No: 029967 19. Refunding of Corpus Christi Business and Job Development Corporation Baseball Stadium Bonds Resolution by the City Council of the City of Corpus Christi, Texas Corpus Christi Page 10 Printed on 1011012013 City Council Meeting Minutes October 8,2013 relating to "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2013 (Baseball Stadium Project)"; approving the resolution of Corpus Christi Business and Job Development Corporation authorizing the issuance of such bonds; and resolving other matters incident and related to the issuance of such bonds; and providing an effective date. Presiding Chair Magill referred to Item 19. Director of Financial Services Constance Sanchez stated that the purpose of the item is for the approval of a resolution that the Corpus Christi Business and Job Development Corporation passed on September 16,2013 to refinance the bonds for the baseball stadium. There were no comments from the public or the Council. This Resolution was passed and approved with the following vote: Aye: 7- Council Member Allen, Council Member Leal, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 2- Mayor Martinez and Council Member Scott Abstained: 0 Enactment No: 029968 20. Second Reading -Adopting Joint Land Use Study(JLUS) Background Report as an element of the Comprehensive Plan (1st Reading 9124113) Ordinance accepting the NAS Corpus Christi Joint Land Use Background Report and amending the Comprehensive Plan of the City of Corpus Christi by adopting the NAS Corpus Christi Joint Land Use Study; providing for repeal of conflicting ordinances; providing for severance; and providing for publication. Presiding Chair Magill referred to Item 20.Senior Planner Bob Payne stated that the purpose of this item is to adopt the Joint Land Use Study. There were no comments from the public or the Council.The ordinance be passed on second reading and approved with the following vote: Aye: 7- Council Member Allen, Council Member Leal, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 2- Mayor Martinez and Council Member Scott Abstained: 0 Enactment No: 029969 21. Purchase of Five Pickup Trucks for Beach Rescue and Beach Maintenance Motion approving the purchase of five (5) pickup trucks from Philpott Motors, Nederland, Texas for a total expenditure of $143,901.25. The award is based on the cooperative purchasing agreement with the Corpus Christi Page 11 Printed on 1011012013 City Council Meeting Minutes October 8,2013 Texas Local Government Purchasing Cooperative (TLGPC). Funds have been budgeted by the Parks and Recreation Department in FY 2013- 2014. Presiding Chair Magill referred to Item 21.Assistant Director of Financial Services Michael Barrera stated that the purpose of this item is to purchase five(5) pickup trucks for beach rescue and maintenance. In response to council member questions at the previous meeting, Mr. Barrera reported the following findings: CNG engines on the Ford F150 are not available in 4-wheel drive;an F250 truck is available in 4-wheel drive but the size does not work well on the beach;and the distance to the closest CNG fueling station would result in lost productivity and additional miles to the vehicle. There were no comments from the public or Council. The Motion was passed with the following vote: Aye: 7- Council Member Allen, Council Member Leal, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 2- Mayor Martinez and Council Member Scott Abstained: 0 Enactment No: M2013-153 22. Approving the lease-purchase of one Freightliner Truck with Pressure Digger Body Motion approving the lease-purchase of one (1) Freightliner truck with pressure digger body from Freightliner of Houston, Houston, Texas for a total amount of$285,809.00. The award is based on the cooperative purchasing agreement with the Houston-Galveston Area Council of Governments (HGAC). Funding is available from the City's lease-purchase financing contractor. Presiding Chair Magill referred to Item 22.Assistant Director of Financial Services Michael Barrera stated that the purpose of this item is to approve the lease-purchase of a freightliner truck with pressure digger body. Mr. Barrera reported that the expected life of the vehicle is 15 years and presented a cost comparison between a CNG and diesel engine. There were no comments from the public or Council.The motion was approved with the following vote: Aye: 7- Council Member Allen, Council Member Leal, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 2- Mayor Martinez and Council Member Scott Abstained: 0 Enactment No: M2013-154 24. Emergency Ordinance -Appropriating funds from the General Fund Unreserved Fund Balance to hold Special Election on November 5, 2013 Corpus Christi Page 12 Printed on 1011012013 City Council Meeting Minutes October 8,2013 Ordinance appropriating $169,182.36 from the Unreserved Fund Balance in the No. 1020 General Fund for additional costs relating to Proposition 1 regarding Destination Bayfront of the November 5, 2013 special election; and changing the FY 2013-2014 Operating Budget adopted by Ordinance No.029915 to increase appropriations by $169,182.36; and declaring an emergency Presiding Chair Magill referred to Item 24.Assistant Director of Management and Budget Eddie Houlihan stated that the purpose of this item is to appropriate sufficient funds to cover the cost of the November 5,2013 election. Mr. Houlihan explained that the estimated cost of the election was approximately$200,000 based on past elections and verbal confirmation from Nueces County. Mr. Houlihan reported that the cost of the Joint Election has increased and this action in required to appropriate the difference. Council members asked questions regarding the following topics:whether the cost of the election would be the same amount to taxpayers if the City was not participating;an explanation of the increased costs; the cost of Destination Bayfront Phases I and 2; the cost of previous elections;and how the estimated was determined. Assistant City Secretary Rebecca Huerta reported that County Clerk Diana Barrera submitted a letter outlining the drivers affecting the increased cost including new Voter ID law training for all election workers;developing and formatting the ballot; increased rental cost of voting equipment;and shared costs between entities. Council Member Leal requested to go on record that she voted against the original election costs of$200,000 and would not be supporting this additional amount. Presiding Chair Magill called for comments from the audience.Jack Gordy commented that the Council should have waited until the uniform Council elections to include this proposition and the cost of the election is wasting taxpayer dollars.Joan Veith stated that she is an election judge and all election workers are required to attend the mandatory training on the new Voter ID laws.Abel Alonzo requested that Council approve this item to allow the voters the opportunity to decide if they support the Destination Bayfront proposition.The Ordinance was passed on emergency reading and approved with the following vote: Aye: 6- Council Member Allen, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Nay: 1 - Council Member Leal Absent: 2- Mayor Martinez and Council Member Scott Abstained: 0 Enactment No: 029970 O. FIRST READING ORDINANCES: (ITEMS 25 -33) 25. First Reading Ordinance -Accepting and appropriating the FY 13 Edward Byrne Memorial Justice Assistance Grant for crime Corpus Christi Page 13 Printed on 1011012013 City Council Meeting Minutes October 8,2013 control and prevention Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the U. S. Department of Justice, Bureau of Justice Assistance, in the amount of$162,583 for the FY 2013 Edward Byrne Memorial Justice Assistance Grant (JAG) Program; and Appropriating the $162,583 in the No. 1061 Police Grants Fund to fund the enhancement of law enforcement efforts by the Police Department and Nueces County under an established interlocal agreement which provides that 50% of the funds to be distributed to Nueces County Presiding Chair Magill referred to Item 25. Police Chief Floyd Simpson stated that the purpose of this item is to accept and appropriate a grant for the FY2013 Edward Bryne Memorial Justice Assistance Grant Program . Chief Simpson said the funds will be used to focus on enforcement/prevention, cybercrime,and intelligence analysis. There were no comments from the public or the Council.The Ordinance was passed on first reading and approved with the following vote: Aye: 5- Council Member Allen, Council Member Leal, Council Member Loeb, Council Member Magill and Council Member Garza Absent: 4- Mayor Martinez, Council Member Scott, Council Member McIntyre and Council Member Riojas Abstained: 0 26. First Reading Ordinance -Accepting and appropriating the Victims of Crime Act(VOCA) Outreach Program grant within the Police Department for Year 1 Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of$67,660.55 to establish the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of$13,533.07 and an in-kind match of $3,382.07 from the No. 1020 Police General Fund; Appropriating the $67,660.55 in the No. 1061 Police Grants Fund for the VOCA Outreach grant in the Police Department; and authorizing the transfer of$13,533.07 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of$84,575.69. Presiding Chair Magill referred to Item 26. Police Chief Floyd Simpson stated that the purpose of this item is to accept and appropriate the new Victims of Crime Act(VOCA) Outreach Program Grant in the amount of$67,660 to provide outreach for crime victims. Presiding Chair Magill called for comments from the public. Christopher Dishman asked how the funding would be used. Chief Simpson responded that the funds would provide for a case manager and staff Corpus Christi Page 14 Printed on 1011012013 City Council Meeting Minutes October 8,2013 assistant to assist with counseling victims and family members of violent crimes.The Ordinance was passed on first reading and approved with the following vote: Aye: 6- Council Member Leal, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 3- Council Member Allen, Mayor Martinez and Council Member Scott Abstained: 0 27. First Reading Ordinance -Accepting and appropriating the Victims of Crime Act Grant(VOCA)within the Police Department for Year 14 Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of$79,188.69 for Year 14 of the Victims of Crime Act Grant (VOCA) Program within the Police Department with a City match of$16,964.54 and an in-kind match of $4,000 from the No. 1020 Police General Fund; appropriating the $79,188.69 in the No. 1061 Police Grants Fund for the VOCA grant in the Police Department; and authorizing the transfer of$16,964.54 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $100,153.23. Presiding Chair Magill referred to Item 27. Police Chief Floyd Simpson stated that the purpose of this item is to accept and appropriate the Victims of Crime Act Grant(VOCA)for Year 14 to provide direct services to victims of crimes. There were no comments from the public or Council.The Ordinance was passed on first reading and approved with the following vote: Aye: 6- Council Member Leal, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 3- Council Member Allen, Mayor Martinez and Council Member Scott Abstained: 0 28. First Reading Ordinance -Accepting and appropriating a Continued Services "Bundle" Grant from the Department of State Health Services Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a total grant amount of$726,622 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide continued clinical services for the contract period of September 1, 2013 through August 31, 2014; and to ratify acceptance of the grants to begin as of September 1, Corpus Christi Page 15 Printed on 1011012013 City Council Meeting Minutes October 8,2013 2013. Presiding Chair Magill referred to Item 28. Director of Public Health Annette Rodriguez stated that the purpose of this item is to accept and appropriate a continued services"bundled"grant from the Department of State Health Services in the amount of$726,622.There were no comments from the public or Council. The Ordinance was passed on first reading and approved with the following vote: Aye: 5- Council Member Leal, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 4- Council Member Allen, Council Member Loeb, Mayor Martinez and Council Member Scott Abstained: 0 29. First Reading Ordinance -Accepting and appropriating State grant for bay water sample analysis Ordinance authorizing the City manager or designee to execute all documents necessary to accept and appropriate a grant of$22,500 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide laboratory services for the analysis of bay water samples for the contract period of September 1, 2013 through August 31, 2014; and to ratify acceptance of the grant to begin as of September 1, 2013. Presiding Chair Magill referred to Item 29. Director of Public Health Annette Rodriguez stated that the purpose of this item is to approve a seafood and aquatic life activities grant to allow the Health District to test oyster beds to assure that they are safe for human consumption.There were no comments from the public or Council.The Ordinance was passed on first reading with the following vote: Aye: 5- Council Member Leal, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 4- Council Member Allen, Council Member Loeb, Mayor Martinez and Council Member Scott Abstained: 0 30. First Reading Ordinance - Appropriating funds to reimburse developer for construction of wastewater collection line Ordinance appropriating $63,794.00 from the NO. 4220 Sanitary Sewer Collection Line Trust Fund to reimburse 15T Investments, LLC., ("Developer"), for the extension of a 10-inch sanitary sewer collection line, including all related appurtenances for development of Lot 2, Block 13 Airport Industrial Subdivision, as specified in the wastewater collection line extension construction and reimbursement agreement. Presiding Chair Magill referred to Item 30.Senior Project Manager Julio Dimas Corpus Christi Page 16 Printed on 1011012013 City Council Meeting Minutes October 8,2013 stated that the purpose of this item is to reimburse 15T Investments LLC for the installation of a sanitary sewer collection line.There were no comments from the public or Council.The Ordinance was passed on first reading and approved with the following vote: Aye: 5- Council Member Leal, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 4- Council Member Allen, Council Member Loeb, Mayor Martinez and Council Member Scott Abstained: 0 31. First Reading Ordinance -Appropriating funds to reimburse Wal-mart Real Estate Business Trust for the shared cost to construct Dunbarton Oaks Drive for Cimarron Estates Ordinance appropriating $647.90 of interest earned in the NO. 4730 Infrastructure Fund and transfer to NO. 3530 Streets CIP Fund; and appropriating $102,218.24 from the NO. 4730 Infrastructure Fund to reimburse Wal-Mart Real Estate Business Trust; and approving $194,180.07 to reimburse Wal-Mart Real Estate Business Trust from the NO. 4730 Infrastructure Fund for%2 street construction cost of constructing Dunbarton Oaks Drive, for Cimarron Estates. Presiding Chair Magill referred to Item 31.Senior Project Manager Julio Dimas stated that the purpose of this item is to reimburse Wal-Mart for the shared cost to construct Dunbarton Oaks Drive and Cimarron Estates.There were no comments from the public or Council.The Ordinance was passed on first reading and approved with the following vote: Aye: 7- Council Member Allen, Council Member Leal, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 2- Mayor Martinez and Council Member Scott Abstained: 0 32. First Reading Ordinance -Accepting and appropriating Keep America Beautiful Grant for National Day of Action and Great American Clean Up Events Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $1,000 grant from Keep America Beautiful for National Day of Action and the Great American Clean Up Events in the No. 1051 Solid Waste Grant Fund to be used to reimburse for National Day of Action expenses. Presiding Chair Magill referred to Item 32. Director of Solid Waste Operations Lawrence Mikolajczyk stated that the purpose of this item is to accept and appropriate a grant from Keep America Beautiful to fund National Day of Action in the amount of$1,000.There were no comments from the public or Council. Corpus Christi Page 17 Printed on 1011012013 City Council Meeting Minutes October 8,2013 The Ordinance was passed on first reading and approved with the following vote: Aye: 7- Council Member Allen, Council Member Leal, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 2- Mayor Martinez and Council Member Scott Abstained: 0 33. First Reading Ordinance -Accepting and appropriating grant for Cigarette Litter Prevention Program Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $2,000 grant from Keep America Beautiful's Cigarette Litter Prevention Program in the No. 1051 Solid Waste Grant Fund to fund projects, activities and clean ups associated with Cigarette Litter Prevention. Presiding Chair Magill referred to Item 33. Director of Solid Waste Operations Lawrence Milolajczyk stated that the purpose of this item is to accept and appropriate a grant to fund activities for the Cigarette Litter Prevention Program in the amount of$2,000. There were no comments from the public or Council.The Ordinance was passed on first reading and approved with the following vote: Aye: 7- Council Member Allen, Council Member Leal, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 2- Mayor Martinez and Council Member Scott Abstained: 0 P. FUTURE AGENDA ITEMS: (ITEMS 34 -39) Presiding Chair Magill referred to the Future Agenda. City Manager Ron Olson stated that staff had a presentation for Item 39. Council members requested a presentation on Item 36. 34. Purchase of Victory Police Motorcycles Motion approving the purchase of four (4) police motorcycles from GRAMB, Inc. dba Corpus Christi CyclePlaza, Corpus Christi, Texas for an estimated expenditure of$114,364.00, of which $110,614.00 is required for the remainder of FY 2013-2014. Funding is available in the FY 2013-2014 Capital Outlay Budget. This Motion was recommended to consent agenda 35. Construction contract for the Public Safety Warehouse Re-Bid (Bond 2008) Corpus Christi Page 18 Printed on 1011012013 City Council Meeting Minutes October 8,2013 Motion authorizing the City Manager, or designee, to execute a Construction Contract with Henock Construction from San Antonio, Texas in the amount of$2,103,883.77, for the Public Safety Warehouse Re-Bid project for the base Bid plus Additive Alternates 1, 2 & 3 (Bond 2008). This Motion was recommended to consent agenda 36. Engineering Construction Contract for Lifecycle Curb and Gutter Replacement Motion authorizing the City Manager, or designee, to execute a construction contract with A. Ortiz Construction & Paving, Inc. of Corpus Christi, Texas in the amount of $386,350.00 for the Base Bid for Lifecycle Curb and Gutter Replacement for the Indefinite Delivery/Indefinite Quantity (IDIQ) contract base year. This Motion was recommended to consent agenda 37. Engineering Design Contract Amendment No. 1 for High Service Pump Building No. 3 (HSPB No. 3) at the O. N. Stevens Water Treatment Plant Motion authorizing the City Manager or designee to execute the Amendment No. 1 to the Contract for Professional Services with LNV, Inc. of Corpus Christi, Texas in the amount of $2,358,103.00, for a total restated fee of$2,405,603.00 for the 0.N. Stevens Water Treatment Plant High Service Building No. 3. This Motion was recommended to consent agenda 38. Certification of 2013 Tax Levy Motion approving the 2013 Property Tax Levy of$89,809,808.21 based on the adopted property tax rate of$0.585264 per$100 valuation, in accordance with Section 26.09 (e) of the Texas Property Tax Code. This Motion was recommended to consent agenda 39. Supporting potential Federal Transit Administration (FTA) grantee status for the City and authorizing a Memorandum of Understanding with the Corpus Christi Regional Transit Authority and the Corpus Christi Metropolitan Planning Organization for grant coordination Resolution in support of the City of Corpus Christi (City) becoming a Federal Transit Administration (FTA) grantee and authorizing the City Manager or designee to file documentation necessary for the City to achieve FTA grantee status; and authorizing the City Manager or Corpus Christi Page 19 Printed on 1011012013 City Council Meeting Minutes October 8,2013 designee to execute an agreement with the Corpus Christi Regional Transit Authority and the Corpus Christi Metropolitan Planning Organization to provide for transportation grant coordination. This Resolution was recommended to consent agenda Q. BRIEFINGS TO CITY COUNCIL: (NONE) R. ADJOURNMENT Presiding Chair Magill adjourned the meeting at 2:10 p.m. Corpus Christi Page 20 Printed on 1011012013 d AGENDA MEMORANDUM oaPOwR,k Future Item for the City Council Meeting of October 8, 2013 2852 Action Item for the City Council Meeting of October 15, 2013 DATE: October 8, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services mikeb(a)-cctexas.com (361) 826-3169 Floyd Simpson, Chief of Police floyds(aD-cctexas.com (361) 886-2604 Purchase of Police Motorcycles CAPTION: Motion approving the purchase of four (4) police motorcycles from GRAMB, Inc. dba Corpus Christi CyclePlaza, Corpus Christi, Texas for an estimated expenditure of$114,364.00, of which $110,614.00 is required for the remainder of FY 2013-2014. Funding is available in the FY 2013-2014 Capital Outlay Budget. PURPOSE: The motorcycles will be used by Police Officers of the Traffic Division to enhance traffic safety. BACKGROUND AND FINDINGS: In addition to supplying the motorcycles, the Contractor will provide routine maintenance on the motorcycles to ensure the units are functional, operational and available for use by the officers. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: The City issued a Request for Proposal for motorcycles in FY 2013 and determined that the Victory motorcycle provided the best value to the Police Department. At that time, the City standardized on Victory in order to leverage training requirements, to provide Officers familiarity in handling and maneuvering the motorcycles, and to allow for interchangeability between front line and backup motorcycles during maintenance and repair work. GRAMB, Inc. is the local Victory motorcycle dealer in the area. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY/ NON-EMERGENCY: Non-emergency. DEPARTMENTAL CLEARANCES: Police Department. FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $275,000.00 $3,750.00 $278,750.00 Encumbered / Expended Amount $149,886.00 $0 $149,886.00 This item $110,614.00 $3,750.00 $114,364.00 BALANCE $14,500.00 $14,500.00 Fund(s): Crime Control Fund, Red Light Photo Enforcement Fund Comments: The $110,614.00 financial impact shown above represents the expenditure that will be encumbered through the end of this fiscal year. The remaining $3,750.00 for the last five (5) months of the maintenance agreement will be requested for next fiscal year during the normal FY 2014-2015 budget process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION PURCHASE OF POLICE MOTORCYCLES BUYER: GERALD GOODWIN WITH A MAINTENANCE AGREEMENT GRAMB, Inc. dba Corpus Christi Cycle Plaza Corpus Christi, TX UNIT EXTENDED ITEM DESCRIPTION QTY.1 UNIT PRICE PRICE 1 New factory-built police motorcycles 4 Each $26,341.00 $105,364.00 2 Twelve-month maintenance 4 Each $2,250.00 $9,000.00 agreement TOTAL: $114,364.00 �US C Ga 0l AGENDA MEMORANDUM CORPOR 1 o Future Item for the City Council Meeting of October 8, 2013 1852 Action Item for the City Council Meeting of October 22, 2013 DATE: September 30, 2013 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P. E., Director of Engineering Services danb @cctexas.com (361) 826-3729 Floyd D. Simpson, Chief of Police FloydS @cctexas.com (361) 886-2604 Execute Construction Contract Public Safety Warehouse Re-Bid (Bond 2008) CAPTION: Motion authorizing the City Manager, or designee, to execute a Construction Contract with Henock Construction from San Antonio, Texas in the amount of $2,103,883.77, for the Public Safety Warehouse Re- Bid project for the base Bid plus Additive Alternates 1, 2 & 3 (Bond 2008). PURPOSE: The purpose of this Agenda Item is to execute a Construction Contract with Henock Construction for the Public Safety Warehouse Re-Bid project. BACKGROUND AND FINDINGS: This project consists of consists of all work for new offices and vehicle warehouse including site clearing and stripping; concrete sidewalks, concrete paving; termite control; cast-in-place concrete; pre-engineered metal building; metal fabrications; rough carpentry; finish carpentry; metal stud framing; joint sealants; standard steel and wood door and frame; overhead doors; door hardware; paint and coatings; specialties; plumbing system and fixtures; electrical power system and lighting fixtures. The Base Bid includes all work for the construction of the Public Safety Warehouse. Additive Alternate No. 1 is comprised of all work for the build-out of second story. Additive Alternate No. 2 is comprised of a pre-engineered covered sloped structure, including installation. Additive Alternate No. 3 is comprised of the removal and delivery to the City of any existing stock piles of soil presently held on site to J.0 Elliott Landfill. K:\ENGINEERING\LEGISTAR\11-OCTOBER 8\PUBLIC SAFETY WAREHOUSE\AGENDA MEMO-PUBLIC SAFETY WAREHOUSE LYNDA.DOCX On July 31, 2013 the City received proposals from five (5) bidders and their bids are as follows: Additive Additive Additive Total Base Bid Contractor Base Bid Alternate Alternate Alternate plus Additive 1 2 3 Alternates 1, 2, 3 Henock Construction San Antonio, Texas 1,652,293.74 374,887.69 66,702.34 10,000.00 $2,103,883.77 Progressive Structures Corpus Christi, Texas 2,002,473.09 405,210.84 34,536.39 4,066.00 $2,446,286.32 Barcom Corpus Christi, Texas 2,023,000.00 515,150.00 227,089.00 6,585.00 $2,771,824.00 Rigney Construction Corpus Christi, Texas 2,131,000.00 467,214.00 66,540.00 4,370.00 $2,669,124.00 Journeyman Construction Austin, Texas 2,273,000.00 500,000.00 44,000.00 4,200.00 $2,821,200.00 ALTERNATIVES: 1. Execute Construction Contract with Henock Construction as proposed. 2. Do not Construction Contract with Henock Construction as proposed. OTHER CONSIDERATIONS: This project is a Bond 2008 project and was approved by the voters November 4, 2008. Construction will be 240 days or approximately 8 months. CONFORMITY TO CITY POLICY: Conforms to statutes regarding construction procurement criteria; §2, Article 10 of the City Charter regarding contracts. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Police Department FINANCIAL IMPACT: X Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year Project to Date 2013-2014 Expenditures Current Year Future Years TOTALS (CIP only) Line Item Budget 864,700.00 $500,000.00 $1,364,700.00 Police Grants 330,000.00 330,000.00 Police Operating Funds 344,050.00 344,050.00 Prior Year Unspent Budget 1,500,000.00 1,500,000.00 Encumbered/Expended Amount 864,700.00 864,700.00 This item 2,103,883.77 2,103,883.77 Future Anticipated Expenditures This Project 568,651.74 568,651.74 BALANCE $0.00 $1,514.49 $1,514.49 Fund(s): Public Health & Safety, Bond 2008, General Fund Reserves, Police Grants, PH&S 01 K:\ENGINEERING\LEGISTAR\11-OCTOBER 8\PUBLIC SAFETY WAREHOUSE\AGENDA MEMO-PUBLIC SAFETY WAREHOUSE LYNDA.DOCX COMMENTS: On January 31, 2012, the City Council approved an Ordinance appropriating $500,000 from the General Fund unreserved fund balance and on March 19, 2013, Council approved a second ordinance in the amount of $1,000,000 from the General Fund cash account for the construction of this project. These transfers were loans from the General Fund and will be paid back through separate mechanisms. The first loan will be paid back to the General Fund through yearly savings that are currently spent on property lease rentals that will no longer be necessary once the new facility is complete. The first floor space will be used for the Organized Crime Unit who is now leasing office space off-site. The second loan will be repaid through the Law Enforcement Trust Fund which currently receives over $250,000 in seized drug monies annually and is expected to increase over the next few years. The second floor of the facility will be used to house the police staff from the Saratoga substation whose lease expires February 2014. RECOMMENDATION: City Staff recommends the approval of a Construction Contract with Henock Construction. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map K:\ENGINEERING\LEGISTAR\11-OCTOBER 8\PUBLIC SAFETY WAREHOUSE\AGENDA MEMO-PUBLIC SAFETY WAREHOUSE LYNDA.DOCX PROJECT BUDGET Public Safety Warehouse Re-Bid (Bond 2008) Project No. 5244 PROJECT FUNDS AVAILABLE: General Fund Reserves** $ 1,500,000.00 Police Grants 330,000.00 Police Building M & O 173,050.00 911 Delivery Wireless 96,000.00 Bond 2008 Public Safety Warehouse 500,000.00 Police Deparment Operational Reserves 75,000.00 Project Total $ 2,674,050.00 FUNDS REQUIRED: Construction (Henock Construction)......................................................................... $ 2,103,883.77 Contingency(10%)............................................................................................... $ 210,388.38 Engineering Fees: Engineer(Lamarr Womack Architects)*.................................................................... $ 147,141.00 Geotechnical Study and Testing (Rock Engineering)................................................... $ 10,084.00 Construction Materials Testing (Rock Engineering)..................................................... $ 12,000.00 Construction Inspection Services (Estimate).............................................................. $ 82,000.00 Reimbursements: Contract Administration (Contract Preparation/Award/Admin)........................................ $ 36,817.97 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt Services)............................... $ 54,700.98 Finance.............................................................................................................. $ 10,519.42 Misc. (Printing, Advertising, etc.)............................................................................. $ 5,000.00 TOTAL............................................................................................................... $ 2,672,535.51 ESTIMATED PROJECT BUDGET BALANCE........................................................... $ 1,514.49 *A/E Agreement approved by City Council M2012-029, January 31, 2012; **Appropriation of$500,000.00 approved by City Council Ord. 29362, January 31, 2012; Appropriation of$1,000,000.00 approved by City Council Ord. 29762, March 19, 2013. File \Mproject\councilexhibits\exh5244d.dwg ND c .NUECPS 23-Ay op � eD 0 qRO Dp R�ER ly�� /Q o RD — 0 o � IH37 AGNES AGNES HWV 44 CORPUS L- o MORGAN j'y� CORPUS C' 11 f CORPUS CHRISTI Q v ° INTERNATIONAL o Dena o T BAY AIRPORT } �^ 9 McGL01N RD � W. POINT a 0/D GDTL HqR o \ �q <q q PROJECT o� RD LOCATION LOCATION MAP NOT TO SCALE ///'yvK Dr a�y us//// yrl,"Yr�/ygA.Yr�fl r; ii r�Hl r� GGI� „ „ o j -/ /�riii / / a //' A r qr A// / I 1 �1 a ////, e �ur �a iiiii �� I!. �/: i0�/l �yUY r»ii / >, r!N4� �j 4�� r I% C,po ii r, 07011, rr r , f/ii vio �i / r r// '4p r N� 1 vii,,,r, ;%/ /' f, � �al/� '�k✓(�il/i%/;' r'��, / %�f r �r //� � 111' �Q „� / ���r/ ��� ///rR/iii%/%',,,,,,, rff ,,r( / bR ,%.' // ,J,vlf / /ir/%% r r rnr�4 Cal „, � �t..y aa / .l. ,l �N,,,,,,, .:,ix :�,,.5, „rr, „R/,D�rr �//>(...�„ i%r/n„ ,,,,1„n� 71, ",... 'l/i„ //,/i ,f� i//(i /ldiv����, ,�i, �,� „J�„irc,,,, i„n, VICINITY MAP PROJECT# 5244 NOT TO SCALE CITY COUNCIL EXHIBIT PUBLIC SAFETY WAREHOUSE RE-BID CITY OF CORPUS CHRISTI, TEXAS (BOND 2008) DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 +�Fa O T O � � O O ao 0 � O U � O 16.4 N M7 c O c� V .3r_a C uw 1� � D u Q1 QD��s. 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NUU d w � a _ mM O J a d d N 4c W w Q O O O co co CL CL CL W 0 O O "' W Q (0 L O O UC 0 d 7 L m p 0 Q J O N N m 0 0 4c O (n O O O U > CU (6 Lp CL 0 N v W e \° > 0 0 o O O j O 5a 2 0 0 E (n 2m c d d O C O c� � �_ O c L a� 0 o +' ~ LL >_ O N O LL C L '� d 'L U L- L- 'L W c0 (� m O O Q W 7 p� N N V j j 7 J Q O] 2 C. v v v aoi w :� E Q Q C. O O c •- c - Z c c - '� O c c H H W C- C. a� o o o o ° o o c c a� o o O co a Q Q IL CD W W O M W W LL U U W W CD U U W' H W a r ', se Q 0ORPOR 11 1852 AGENDA MEMORANDUM Future Agenda Item for the City Council Meeting of October 8, 2013 Action Agenda Item for the City Council Meeting of October 22, 2013 DATE: September 18, 2013 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P. E., Director of Engineering Services danb @cctexas.com (361) 826-3729 Valerie Gray, P. E., Director of Storm Water and Street Operations valerieg@cctexas.com (361) 826-1875 Engineering Construction Contract Lifecycle Curb and Gutter Replacement CAPTION: Motion authorizing the City Manager, or designee, to execute a construction contract with A. Ortiz Construction & Paving, Inc. of Corpus Christi, Texas in the amount of $386,350.00 for the Base Bid for Lifecycle Curb and Gutter Replacement for the Indefinite Delivery/Indefinite Quantity (IDIQ) contract base year. PURPOSE: The purpose of this Agenda Item is to execute the construction contract for the Lifecycle Curb and Gutter Replacement. BACKGROUND AND FINDINGS: This is an ongoing project where damaged, rolled and failed curb and gutter is removed and replaced along with associated pavement repair throughout the City. This project addresses curb and gutter issues as prioritized through the Storm Water Department's Work Order process where drainage is impacted. In addition to improving drainage, areas considered hazardous to vehicular or pedestrian traffic will receive priority. This IDIQ project will address problematic areas on a yearly basis as funding allows. Curb replacements are designed to exceed a 20-year service life. This IDIQ contract is for a base award of one year, with two possible one year extensions, pending contractor successful completion of this contract. On August 21, 2013, the City received proposals from three (3) bidders and the bidders and their respective bids are as follows: Contractor Base Bid A. Ortiz Construction & Paving, Inc. $386,350.00 K:\ENGINEERING\LEGISTAR\11-OCTOBER 8\LIFECYCLE CURB AND GUTTER\AGENDA MEMO-LIFECYCLE CURB AND GUTTER.DOCX Corpus Christi, Texas CAS LP Corpus Christi, Texas $533,838.00 Grace Paving and Construction, Inc. Corpus Christi, Texas $573,664.00 ALTERNATIVES: 1. Execute the construction contract as recommended. 2. Do not execute the construction contract. OTHER CONSIDERATIONS: The City's consultant, Engineering & Construction Management Services (ECMS, LLC.), conducted a bid analysis of the three (3) proposals submitted to the City. ECMS, LLC determined that the lowest bidder based on the Total Base Bid is A. Ortiz Construction & Paving, Inc. of Corpus Christi, Texas. Based on the information submitted for Special Provisions A-28, A-29, and A-30, A. Ortiz Construction & Paving, Inc. has the experience and resources to complete the project. CONFORMITY TO CITY POLICY: Conforms to statutes regarding construction procurement criteria and FY 2013-2014 Storm Water Capital Improvement Planning (CIP) Budget. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Storm Water FINANCIAL IMPACT: Fiscal Year Project to Date 2013-2014 Expenditures Current Year Future Years TOTALS (CIP only) Line Item Budget $73,150.00 $600,000.00 $1,200,000.00 $1,873,150.00 Encumbered / $73,150.00 $0.00 $73,150.00 Expended Amount This item $0.00 $386,350.00 $0.00 $386,350.00 Future Anticipated Expenditures This $0.00 $104,160.25 $0.00 $104,160.25 Project BALANCE $0.00 $109,489.75 $1,200,000.00 $1,309,489.75 Fund(s): SW02 Comments: This Project has a 365 calendar day construction duration. RECOMMENDATION: City staff recommends that the construction contract be awarded to A. Ortiz Construction & Paving, Inc. of Corpus Christi, and Texas in the amount of$386,350.00 for Lifecycle Curb and Gutter Replacement. LIST OF SUPPORTING DOCUMENTS: Project Budget K:\ENGINEERING\LEGISTAR\11-OCTOBER 8\LIFECYCLE CURB AND GUTTER\AGENDA MEMO-LIFECYCLE CURB AND GUTTER.DOCX Location Map K:\ENGINEERING\LEGISTAR\11-OCTOBER 8\LIFECYCLE CURB AND GUTTER\AGENDA MEMO-LIFECYCLE CURB AND GUTTER.DOCX PROJECT BUDGET ESTIMATE Lifecycle Curb and Gutter Replacement E12143 PROJECT FUNDS AVAILABLE: Stormwater CIP prior year...................................................................................... $ 73,150.00 Stormwater CIP FY 2013-2014............................................................................... 600,000.00 Stormwater CIP FY 2014-2015............................................................................... 600,000.00 Stormwater CIP FY 2015-2016............................................................................... 600,000.00 Project Total 1,873,150.00 FUNDS REQUIRED: Construction (A. Ortiz Construction)......................................................................... 386,350.00 Design Fees: Engineer(ECMS)................................................................................................. 73,150.00 Geotechnical Study and Testing (TBD)..................................................................... 28,097.25 Reimbursements: Contract Administration (Contract Preparation/Award/Admin)........................................ 18,731.50 Engineering Services (Project Mgt//Traffic Mgt Services).............................................. 38,600.00 Finance.............................................................................................................. 9,365.75 Misc. (Printing, Advertising, etc.)............................................................................. 9,365.75 TOTAL............................................................................................................... 563,660.25 ESTIMATED PROJECT BUDGET BALANCE............................................................ $ 1,309,489.75 \Mproject\councilexhibits\exhE12143.dwg N elvFe F . 624 AlIECES Bray 3 !E-OpAR� UP R)FfR Pow` � v > 3 H 37 eoPAe � HWY 44 AGNES AGNES CORP s C" RjsTt B-Ay MO 6P ¢ 0 3= CCIA BEAR > ✓' } Z 5 l�'f' PQ7NT o DNS �5 S e M AR SgRA OGA �S4, q O F ,ySgM OCFA A h HO<<y S 6 O o5 3�� ,p0� pgORf O OR �� e qN� Leo AS F.M. 43 Z HR Q h� l7>RE QQ� � P FM 2444 N cos o� s� PK CITY WIDE PROGRAM Ilk 3 QUJ Z� WHITE AP vQ Cciul y Off' Qe° MEXICO Q, e� LOCATION MAP NOT TO SCALE PROJECT#E12143 Lifecycle Curb and CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS Gutter Replacement DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 SC AGENDA MEMORANDUM Future Item for the City Council Meeting of October 8, 2013 Gd7apr�M M1ry�p xs Action Item for the City Council Meeting of October 22, 2013 DATE: September 25, 2013 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P.E., Director of Engineering Services DanB @cctexas.com (361) 826-3729 Gustavo Gonzalez, P.E., Director of Water Operations GustavoGo@cctexas.com (361) 826-1874 Engineering Design Contract O.N. Stevens Water Treatment Plant High Service Building No. 3 CAPTION: Motion authorizing the City Manager or designee to execute the Amendment No. 1 to the Contract for Professional Services with LNV, Inc. of Corpus Christi, Texas in the amount of $2,358,103.00, for a total restated fee of $2,405,603.00 for the O.N. Stevens Water Treatment Plant High Service Building No. 3. PURPOSE: The purpose of this Agenda Item is to execute the amended contract for O.N. Stevens Water Treatment Plant High Service Building No. 3. BACKGROUND AND FINDINGS: The O.N. Stevens Water Treatment Plant (ONSWTP) is currently rated at 161.5 million gallons daily (MGD) and treats approximately five billion gallons of water per year via High Service Pump Building No. 1 and No. 2 (HSPB No. 1 and HSPB No. 2). The HSPB No. 1 is nine years beyond its design lifespan and most of its pumps are out of services. Meanwhile, a recent inspection indicated that the Clearwell No. 1 beneath the HSPB No. 1 needs immediate repairs and maintenance in order to extend its service life. In order for ONSWTP to maintain its current treatment rating and meet the future water demands of Corpus Christi and the surrounding area as well as the requirements of Alternative Capacity Requirements (ACR) Exception by Texas Commission of Environmental Quality (TCEQ), the aging plant needs the addition of High Service Pump Building No. 3 (HSPB No. 3) to replace HSPB No. 1. The HSPB No. 3 will have a required capacity of approximately 104.2 MGD, and is able to reach 126.6 MGD by adding pumps in phases as needed. The amended Contract allows the Consultant Engineer, LNV, Inc., to provide engineering services for the new HSPB No. 3. The scope of this project includes preliminary phase, design phase, bid phase, construction phase and additional services. LNV Engineering was selected as the Consultant Engineer through RFQ No. 2011-05. ALTERNATIVES: 1. Execute the amended Contract for Professional Services with LNV, Inc. as proposed. 2. Do not execute the amended Contract for Professional Services with LNV, Inc. as proposed. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to statues regarding FY 2013-2014 Water Capital Improvement Planning (CIP) Budget EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Water Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue ®Capital ❑ Not applicable Fiscal Year Project to 2013-2014 Date Current Year Future Years TOTALS Expenditures Line Item Budget $47,500.00 $800,000.00 $25,500,000.00 $26,347,500.00 Encumbered / Expended Amount $47,500.00 $47,500.00 This Item $600,000.00 $1,758,103.00 $2,358,103.00 Future Anticipated Expenditures This Project $200,000.00 $23,543,000.00 $23,743,000.00 BALANCE $0.00 $0.00 $198,897.00 $198,897.00 Fund(s): Water CIP #14 Comments: This project requires approximately 1,518 calendar days with anticipated completion December 2017. The Contract for Professional Services will result in the expenditure of an amount not to exceed $2,358,103.00. This amount will be funded over several years, with FY 14 funding in the amount of $600,000.00 and future funding will be required in the amount of $1,758,103.00 to complete the contract. Additional CIP money to cover the total project will be requested at a future time. The design and construction costs for this project will be financed over multiple years to coincide with actual work performed to the extent funding allows and Council approves through the yearly Capital Improvement Budget program. RECOMMENDATION: City Staff recommends approval of Amendment No. 1 to the Contract for Professional Services with LNV, Inc. of Corpus Christi, Texas in the amount of $2,358,103.00, for a total restated fee of $2,405,603.00 for the O.N. Stevens Water Treatment Plant High Service Building No. 3. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract Power Point PROJECT BUDGET O.N. STEVENS WATER TREATMENT PLANT HIGH SERVICE BUILDING NO. 3 FUNDS AVAILABLE: Water Operating.................................................................................... $47,500.00 Water CIP (2013-2014)................................................................................. $800,000.00 Future Water CIP Request.................................................................... $25,500,000.00 Total...................................................................................................... $26,347,500.00 FUNDS REQUIRED: Construction (Estimate)................................................................................. $19,830,000.00 Contingencies (10%)..................................................................................... 1,983,000.00 Engineer Fees: Design Engineer(LNV, Inc.)*.......................................................................... 47,500.00 Design Engineer-Amendment No. 1 THIS CONTRACT (LNV, Inc.)...................... 2,358,103.00 Other Services (Testing, Survey, Laboratory) (Estimate)....................................... 250,000.00 Reimbursements: Contract Administration (Contract Preparation/Award/Admin)................................ 345,000.00 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt).................................... 535,000.00 Construction Observation Services.................................................................. 535,000.00 Finance...................................................................................................... 190,000.00 Misc.......................................................................................................... 75,000.00 TOTAL...................................................................................................... $26,148,603.00 PROJECT BUDGET BALANCE..................................................................... $198,897.00 *Original Small A/E Agreement administratively approved on February 13, 2013 File \Mproject\councilexhibits\exhE11066.dwg jk r\,v I N NUECES O.N.STEVENS WATER Qj� TREATMENT PLANT F� F.M. 624 Nue��s Ca��ty O T l F0 D C/p L _ w 0 ° o Q o LLJ N 0 O O w O O 4 � � O Q O HWY 44 o J Cl-I O O �- o cc O M cn LOCATION MAP NOT TO SCALE PROJECT#E11066 O.N. Stevens Water Treatment CITY COUNCIL EXHIBIT Plant High Service DEPIARTMENT OFPENGINEERING SERVICES Building No. 3 PAGE: 1 of 1 CITY OF CORPUS CHRISTI AMENDMENT NO. 1 CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County,Texas 78469-9277 (City)acting through its duly authorized City Manager or Designee (Director of Engineering Services) and LNV, Inc., a Texas corporation, 801 Navigation, Suite 300, Corpus Christi, Nueces County, Texas 78408, (Architect/Engineer—A/E), hereby agree as follows: 1. SCOPE OF PROJECT O.N. Stevens Water Treatment Plant Hi h Service Building No. 3 E11066 - This project provides for a new High Service Building as the repair/replacement of the existing High Service Building No. 1 and its equipment is not feasible or cost effective. The New High Service Building will have the capability to deliver treated water to the distribution system from the existing clear-well No. 1, clear-well No.2 and future programmed clear-welt No. 3. Completion of this project will enable the City to decommission and take out of service High Service Building No. 1. 2. SCOPE OF SERVICES The AIE hereby agrees, at its own expense,,.,to perform professional services necessary to review and prepare plans, specifications, and bid and contract documents. In addition,A/E will provide monthly status updates(project progress or delays,gantt charts presented with monthly invoices)and provide contract administration services, as described in Exhibit"A" and "A-1", to complete the project. Work will not begin on Additional Services until requested by the A/E(provide breakdown of costs, schedules), and written authorization is provided by the Director of Engineering Services. A/E services will be"Services for Construction Projects"-(Basic Services for Construction Projects")which are shown and are in accordance with"Professional Engineering Services- A Guide to the Selection and Negotiation Process, 1993" a joint publication of the Consulting Engineer's Council of Texas and Texas Society of Professional Engineers. For purposes of this contract, certain services listed in this publication as Additional Services will be considered as Basic Services. 3. ORDER OF SERVICES The A/E agrees to begin work on those authorized Basic Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the A/E and written authorization is provided by the Director of Engineering Services. The anticipated schedule of the preliminary phase, design phase, bid phase, and construction phase is shown on Exhibit"A". This schedule is not to be inclusive of all additional time that may be required for review by the City staff and may be amended by or with the concurrence of the Director of Engineering Services. Contract for Engineering(AIE)Services Page 1 of 3 KAENCANEERING MATAEXCNANGEUENNIFEMWATER 1E11068 ONSWrP NIGH SRVC SLOG NO.MMENOMENT NO.7ICONTRACTMONTRACTMOC The Director of Engineering Services may direct the A/E to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. A/E shall notify the City of Corpus Christi within three (3)days of notice if tasks requested requires an additional fee. 4. INDEMNITY AND INSURANCE A/E agrees to the mandatory contract indemnification and insurance requirements as set forth in Exhibit "B". 5. FEE The City will pay the A/E a fee, as described in Exhibit "A", for providing services authorized, a revised fee not to exceed$2,358,103.00 Two Million Three Hundred Fi - Ei ht Thousand One Hundred Three Dollars and Zero Cents for a total restated fee not to exceed $2,405,603.00 [Two Million Four Hundred Five Thousand Six Hundred Three Dollars and Zero Cents. Monthly invoices shall be submitted in accordance with Exhibit"C". 6. TERMINATION OF CONTRACT The City may, at any time, with or without cause,terminate this contract upon seven days written notice to the A/E at the address of record. In this event, the A/E will be compensated for its services on all stages authorized based upon A/E and City's estimate of the proportion of the total services actually completed at the time of termination. 7. LOCAL PARTICIPATION The City Council's stated policy is that City expenditures on contracts for professional services be of maximum benefit to the local economy. The A/E agrees that at least 70%of the work described herein will be performed by a labor force residing within the Corpus Christi Metropolitan Statistical Area (MSA). Additionally, no more than 30% of the work described herein will be performed by a labor force residing outside the Corpus Christi Metropolitan Statistical Area (MSA.) 8. ASSIGNABILITY The A/E will not assign, transfer or delegate any of its obligations or duties in this contract to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the A/E staff. If the A/E is a partnership,then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the A/E fee may be assigned in advance of receipt by the A/E without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing bythe City. Contract for Engineering(wE)Services Page 2 of 3 KAMANEERING DATAEXCHANGEUENNIFERIWATERV1066 ONSWTP HIGH SRVC BLDG NO,MAMENOMENT NO.11CONTRACTCONTRACT.DOC 9. OWNERSHIP OF DOCUMENTS All documents including contract documents (plans and specifications), record drawings, contractor's field data, and submittal data will be the sole property of the City, may not be used again by the AIE without the express written consent of the Director of Engineering Services. However, the AIE may use standard details that are not specific to this project. The City agrees that any modification of the plans will be evidenced on the plans, and be signed and sealed by a professional engineer prior to re-use of modified plans. 10. DISCLOSURE OF INTEREST AIE further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to complete, as part of this contract, the Disclosure of Interests form. Opp CITY OF CORPUS CHRISTI L Mark Van Vleck, P.E., Date esker, P.E, ate'Le Interim Assistant City Manager for Preside"`" Public Works & Utilities 801"1avigation, Suite 300 Corpus Christi, Texas 78408 (361) 883-1984 Office RECOMMENDED (361) 883-1986 Fax Daniel Biles, P.E., Date Director of En ' ee ' Services __ ((7' + 'r erating Department Date APPROVED ENTERED P . .,,,. Office of Management Date rwmANAUER and Budget ATTEST Project No: E11066 Fund Source No:550950-4093-00000-E11066 Fund Name: Water 2013 CIP (RevBds) Encumbrance No: Armando Chapa, City Secretary Contract for Engineering(AIE)Services Page 3 of 3 K:WNGINEERING DATAUCHANGELIENNIFERIWATEME11M ONSWTP HIGH SRVC BLDG NO.MAMENDMENT NO.1 CONTRACTICONTRACT.DOC EXHIBIT A CITY OF CORPUS CHRISTI,TEXAS ONSWTP HIGH SERVICE PUMP BUILDING NO. 3 CITY PROJECT E11066 CITY RFQ NO. 2011-06 I. SCOPE OF SERVICES A. Basic Services. 1. Preliminary Phase. The AIE will: It is the intent of the Preliminary Phase to provide a study and report of project scope with economic and technical evaluation of aftematives,and upon approval,proceed with a Preliminary Engineering Report(PER)which includes preliminary designs (30%), drawings, and written description of the project. This report shall include: a. Provide scope of soil investigations, borings, and laboratory testing and make recommendations to the City.Coordinate all required services with the Geotech Lab. (The City Engineering Services Department will provide necessary soil investigation and testing under one or more separate contracts.) b. Confer with the City staff regarding the design parameters of the Project. The A/E will participate in multiple formal meetings with City staff, provide agenda and purpose for each formal meeting; document and distribute meeting minutes and meeting report within seven(7)working days of the meeting as described in Exhibit A-1. The AIE will discuss the project with the operating department and other agencies, such as the Texas Department of Transportation (TxDOT) and Texas Commission on Environmental Quality(TCEQ)as required to satisfactorily complete the Project. c. Submit one(1)copy in an approved electronic format,and one(1)paper copy of the PER, for review with City staff. PER will include the following (with CONSTRUCTABILITY being a major element in all the following items): 1) Review the Project with the respective Operating Department(s) and discussions including clarification and definition of intent and execution of the Project. The AIE will meet with City staff to collect data, discuss materials and methods of construction, and identify design and construction requirements. 2) Review and investigation of available records, archives, and pertinent data related to the Project including taking photographs of the Project site, list of potential problems and possible conflicts,intent of design,and improvements required, and conformance to relevant Master Plan(s). 3) Identify results of site field investigation including site findings, existing conditions, potential right of way/easements to be acquired,and probable Project design solutions (which are common to municipalities), in accordance with S.U.E. (Subsurface Utility Engineering) standards (CI/ASCE 38-02). Subsurface investigation will be paid as an additional service. 4) Provide a presentation of pertinent factors, sketches, designs, cross- sections,and parameters which will or may impact the design, including Engineering design basis, preliminary layout sketches, identification of needed additional services, preliminary details of construction of critical elements,identification of needed permits, identification of specifications City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 1 of 12 to be used, identification of quality and quantity of materials of construction, and other factors required for a professional design (CONSTRUCTABILITY). 5) Advise of environmental site evaluations and archeology reports that are needed for the Project(environmental issues and archeological services to be an Additional Service). 6) Identify and analyze requirements of govemmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; meet and coordinate with agencies such as RTA, CDBG, LISPS, CCISD, community groups, TDLR, etc. 7) Confer, discuss, and meet with City operating department(s) and Engineering Services staff to produce a cohesive,well-defined proposed scope of design, probable cost estimates and design alternatives. 8) Provide a letter stating that the A/E and Sub-consultant Engineers have checked and reviewed the PER prior to submission. 'Fe n and a#eet. City staff will provide one set only of the following information (as applicable): a. Record drawings, record information of existing facilities, and utilities (as available from City Engineering files) b. The preliminary budget, specifying the funds available for construction c. Aerial photography for the Project area d. Through separate contract, related GIS mapping for existing facilities. e. A copy of existing studies and plans, as available from City Engineering files. f. Field location of existing city utilities. (AIE to coordinate with City Operating Department.) g. Provide applicable Master Plans. h. Provide bench marks and coordinates. 2. Design Phase. Upon approval of the preliminary phase, designated by receiving authorization to proceed, the AIE will: a. Study, verify, and implement PER recommendations including construction sequencing, connections to the existing facilities, and restoration of property and incorporate these plans into the construction plans. Development of the construction sequencing will be coordinated with the City Operating Department(s) and Engineering Services staff. b. Prepare one(1)set of the construction bid and contract documents (electronic and full-size hard copies using City Standards as applicable), including contract agreement forms,general conditions and supplemental conditions,notice to bidders, instruction to bidders, insurance, bond requirements, and preparation of other contract and bid related items; specifications and drawings to fix and describe, for one(1)bid,the size and character of the entire Project;description of materials to be utilized; and such other essentials as may be necessary for construction and cost analysis. c. Provide assistance to identify testing, handling and disposal of any hazardous materials and/or contaminated soils that may be discovered during construction (to be included under additional services). City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 2 of 12 d. Prepare final quantities and estimates of probable costs with the recommended construction schedule.The construction schedule will provide a phased approach to track progress and payments. e. For the 60%and Pre-Final(100%).submittal stages,A/E shall furnish one(1)set of the Interim plans (electronic and full-size hard copies using City Standards as applicable) to the City staff for review and approval purposes with estimates of probable construction costs. Show existing elevations resulting from topographic survey. Show locations of utility lines, structures and their respective elevations resulting from the S.U.E. Use the City's numbering system for utility manholes. Identify distribution list for plans and bid documents to all affected utilities including City and all other affected entities. Required with the interim plans is a "Plan Executive Summary"which will identify and summarize the project by distinguishing key elements such as: • Pipe Size or Building Size • Pipe Material, etc. • Why one material is selected over another • Pluses of selections • ROW requirements and why • Permit requirements and why • Easement requirements and why • Embedment type and why • Constructability, etc. • Specific requirements of the City • Standard specifications • Non-standard specifications • Any unique requirements • Cost, alternatives, etc. • Owner permit requirements and status f. Assimilate all review comments, modifications, additions/deletions and proceed to next phase, upon Notice to Proceed. g. Compile comments and incorporate any requirements into the plans and specifications, and advise City of responding and non-responding participants. h. Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that submittal of the interim,pre-final(if required),and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City staff. The A/E shall submit a letter declaring that all Engineering disciplines of all phases of the submittals have been checked, reviewed,and are complete prior to submission, and Include signature of all disciplines Including but not limited to structural, civil, mechanical, electrical,etc. { If MgUiFeel nFw.tirle •Mffie. e.eantFals ine hiding a TeafFir_f_�e�ntFesl_QlaR,Cllumin.+ti8R t t t T I. Upon approval by the Director of Engineering Services, provide one (1) set of the final plans and contract documents(electronic and full-size hard copies using City Standards as applicable) suitable for reproduction.Said bid documents henceforth become the sole property and ownership of the City of Corpus Christi. City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 3 of 12 m. The City agrees that any modifications of the submitted final plans(for other uses by the City)will be evidenced on the plans and be signed and sealed by a professional Engineer prior to reuse of modified plans. n. Prepare and submit monthly status reports with action items developed from monthly progress and review meetings. o. Provide a Storm Water Pollution Prevention Plan, if required. The City staff will: a. Designate an individual to have responsibility,authority,and control for coordinating activities for the construction contract awarded. b. Provide the budget for the Project specifying the funds available forthe construction contract. c. Provide the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. 3. Bid Phase. The A/E will: a. Participate in the pre-bid conference and provide a recommended agenda for critical construction activities and elements impacted the project. b. Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. c. Review all pre-bid questions and submissions concerning the bid documents and prepare,in the City's format,for the Engineering Services'approval,any addenda or other revisions necessary to inform contractors of approved changes prior to bidding. d. Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. e. In the event the lowest responsible bidder's bid exceeds the project budget as revised by the Engineering Services in accordance with the AIE's design phase estimate required above,the A/E will,at its expense,confer with City staff and make such revisions to the bid documents as the City staff deems necessary to re- advertise that particular portion of the Project for bids. The City staff will: a. Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. b. Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of the AIE) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. c. Receive the A/E's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. d. Prepare, review and provide copies of the contract for execution between the City and the contractor. 4. Construction Phase. The A/E will perform contract administration to include the following: a. Participate in pre-construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b. Review for conformance to contract documents, shop and working drawings, materials and other submittals. c. Review field and laboratory tests. d. Provide interpretations and clarfcations of the contract documents for the contractor and authorize required changes,which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 4 of 12 e. Make regular visits to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents.This will not be confused with the project representative observation or continuous monitoring of the progress of construction. f. Prepare change orders as authorized by the City (coordinate with the City's construction division); provide interpretations and clarifications of the plans and specifications for the contractor and authorize minor changes which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. g. Make final inspection with City staff and provide the City with a Certificate of Completion for the project. h. As applicable, review and assure compliance with plans and specifications, the preparation of operating and maintenance manuals (by the Contractor) for all equipment installed on this Project. These manuals will be in a"multimedia format" suitable for viewing with Microsoft's Internet Explorer,version 3.0. As a minimum the Introduction, Table of Contents, and Index will be in HTML (HyperText Markup Language) format, with HyperText links to the other parts of the manual. The remainder of the manual can be scanned images or a mixture of scanned images and text. Use the common formats for scanned images - GIF, TIFF, JPEG, etc.. Confirm before delivery of the manuals that all scanned image formats are compatible with the image-viewing software available on the City's computer - Imaging for Win95(Wang)and Microsoft Imaging Composer. Deliver the manuals on a CD-ROM, not on floppy disks. i. Review construction "red-line"drawings, prepare record drawings of the Project as constructed (from the "red-line" drawings, inspection, and the contractor provided plans)and deliverto the Engineering Services a reproducible set and electronic file (AutoCAD r.14 or later) of the record drawings within two (2) months of final acceptance of the project. All drawings will be CADD drawn using dwg format in AutoCAD,and graphics data will be in dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. The City staff will: a. Process applications/estimates for payments to contractor b. Conduct the final acceptance inspection with the AIE B. Additional Services (ALLOWANCE) This section defines the scope(and ALLOWANCE)for compensation for additional services that may be included as part of this contract, but the AIE will not begin work on this section without specific written approval by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. The AIE will, with written authorization by the Director of Engineering Services, do the following: City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 5 of 12 1. Permit&Agency Coordination. (AUTHORIZED) Furnish the City all Engineering data and documentation necessary for all required permits as described in Exhibit A-1. The AIE will prepare this documentation for all required signatures. The AIE will prepare and submit all permits as applicable to the appropriate local, state, and federal authorities, including, but not limited to: a. Wetlands Delineation and Permit b. Temporary Discharge Permit c. NPDES Permit/Amendments d. Texas Commission of Environmental Quality(TCEQ) Permits/Amendments e. Nueces County f. Texas Historical Commission (THC) g. U.S. Fish and Wildlife Service (USFWS) h. U.S.Army Corps of Engineers(USAGE) i. United States Environmental Protection Agency(USEPA) j. Texas Department of Licensing and Regulation (TDLR) 2. Topoaraphic Survey. (AUTHORIZED) AIE will provide held surveys, as required for design including the necessary control points, coordinates and elevations of points (as required for the aerial mapping of the Project area-aerial photography to be provided by City). Establish base surrey controls for line and elevation staking (not detailed setting of lines and grades for speck structures or facilities). All work must be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. Include reference to a minimum of two(2)found boundary monuments from the project area. Topographic Survey services to be provided as described in Exhibit A-1. AIE will also provide subsurface utility en ineerin (SUE)-and land ac uisition services as described in Exhibit A-1 and as required by the ro'ect. These services must be authorized by the City prior to commencement of work. 3. Environmental issues. (AUTHORIZED) Provide environmental site evaluations and Archaeology Reports that are needed for the Project. Identify and develop a scope of work for any testing, handling and disposal of hazardous materials and/or contaminated soils that may be discovered during construction. 4. Construction Observation Services. (TBD) Provide a Construction Management Team consisting of a Project Representative(PR), Project Construction Inspector (PC[), and Project Administrative Assistant (PAA). Through such additional observations of Contractor's work in progress and field checks of materials and equipment by the PR and assistants, the Engineer shall endeavor to provide further protection for the City against defects and deficiencies in the work.The duties and responsibilities of the PR are described as follows: a. General: PR will act as directed by and under the supervision of Engineer, and will City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 6 of 12 confer with the Engineer regarding PR's actions. PR's dealings in matters pertaining to the Contractor's work in progress shall in general be with the Engineer and Contractor, keeping the City advised as necessary. b. Conference and Meetings: Attend meetings with Contractor, such as pre- construction conferences, progress meetings,job conferences and other project- related meetings as required by the City, and prepare and circulate copies of minutes thereof. c. Liaison: 1) Serve as liaison with Contractor, working principally through Contractor's superintendent and assist in understanding the intent of the Contract Documents. 2) PR shall communicate with the City with the knowledge of and under the direction of the Engineer d. Interpretation of Contract Documents:Report when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued. e. Shop Drawings and Samples: 1) Receive Samples, which are furnished at the Site by Contractor, and notify of availability of Samples for examination. 2) Record date of receipt of Samples and approved Shop Drawings. 3) Advise Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal for which PR believes that the submittal has not been approved. f. Review of Work and Rejection of Defective Work: 1) Conduct on-Site observations of Contractor's work in progress to assist the Engineer in determining if the Work is in general proceeding in accordance with the Contract Documents. 2) Report whenever PR believes that any part of Contractor's work in progress will not produce a completed Project that conforms to the Contract Documents or will prejudice the integrity of the design concept of the completed Project, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise City and the Engineer of that part of work in progress that PR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. 3) Observe whether Contractor has arranged for inspections required by Laws and Regulations, including but not limited to those to be performed by public agencies having jurisdiction over the Work. g. Records: 1) Maintain orderly files for correspondence, reports of job conferences, reproductions of original Contract Documents including all Change Orders,Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the Contract, Engineer's clarifications and interpretations of the Contract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor,and other Project related documents. 2) Prepare a daily report utilizing approved City format,recording Contractor's hours on the Site, weather conditions, data relative to questions of Change Orders, Field Orders,Work Change Directives,or changed conditions,Site visitors,daily activities,decisions,observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to the Engineer and the City. h. Reports: 1) Furnish periodic reports as required of progress of the Work and of Contractor's City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 7 of 12 compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. 2) Report immediately to the City and the Engineer the occurrence of any Site accidents, any Hazardous Environmental Conditions, emergencies, or acts of God endangering the work, and property damaged by fire or other causes. 3) Provide project photo report on CD-ROM at the rate of a minimum of two photographs per day, including an adequate amount of photograph documentation of utility conflicts. L Completion: 1) Before the issue of Certificate of Completion, submit to Contractor a list of observed items requiring completion or correction. 2) Participate in a final inspection in the company of the Engineer, the City, and Contractor and prepare a final list of items to be completed or corrected. 3) Observe whether all items on final list have been completed or corrected and make recommendations concerning acceptance and issuance of the Notice of Acceptability of the Work. 5. Start-up&Training Services. Provide on-site services and verification for all start-up procedures during actual start-up of major project components, systems, and related appurtenances if needed and required, as described in Exhibit A-1. Provide Training services as described in Exhibit A-1. Provide factory witness testing as described in Exhibit A-1. 6. Warranty Phase. Provide a maintenance guaranty inspection toward the end of the one-year period after acceptance of the Project. Note defects requiring contractor action to maintain, repair, fix,restore,patch,or replace improvement under the maintenance guaranty terms of the contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action,with its recommendation forthe method or action to best correct defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty (60) days prior to the end of the maintenance guaranty period. 7. SCADA& Equipment O&M Documentation. Provide standardized SCADA documentation,which will include PFDs, P&IDs, loop sheets, logics, SCADA architecture, DCS 110 lists, instrument lists, tie-in lists, piping lists, equipment lists, and instrumentation specification sheets. The construction documents will include the requirements within the Construction Contract and specifications that the Contractor is to prepare SCADA documents as specified,for submission to the AIE for review and approval. AIE will provide the final SCADA documentation to City in organized format when approved. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 8 of 12 8. Public Involvement. (N/A) 9. Electronic Operations O&M Manual. (TBD) Provide electronic operations O&M manual as described in Exhibit A-1. 10.Conformed Contract Documents. (TBD) Provide conformed contract documents services as described in Exhibit A-1. 11. Existina Facilities Condition Assessment. (TBD) Provide existing facilities condition assessment services as described in Exhibit A-1. 12.Windstorm Certification. (AUTHORIZED) Provide all required services for Windstorm Certification as described in Exhibit A-1. 13. Peer Review Coordination &Response. Provide authorized peer review coordination and response services as described in Exhibit A-1. 14. High Service Pumping System Energy Audit S_Energy Conservation Evaluation. (TBD) Provide energy audit services as described in Exhibit A-1. 16. Physical Laboratory Scale Hydraulic Modeling Study. (TBD) Provide physical lab scale hydraulic modeling study services as described in Exhibit A-1. 16. Disinfection_CT Evaluation. (TBD) Provide disinfection CT evaluation services as described in Exhibit A-1. 17. Plant Process and Hydraulic Evaluation. (TBD) Provide plant process and hydraulic evaluation services as described in Exhibit A-1. 18. Electrical Studies. (AUTHORIZED) Provide electrical studies services as described in Exhibit A-1. Provide HS No. 1 contaminant inspection services as described in Exhibit A-1. 19. Control Logic&Application Development Support. (AUTHORIZED) Provide control logic and application development services as described in Exhibit A-1. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 9 of 12 20.Control System Integration Coordination. (AUTHORIZED) Provide control system integration services as described in Exhibit A-1. 21.Proiect Manual. (AUTHORIZED) Provide Project Manual development and services as described in Exhibit A-1. 22. Proaram Manaaement S Protects Coordination. Provide program management and projects coordination services as described in Exhibit A-1. Provide the services above authorized in addition to those items shown on Exhibit"A-1"Task List, which provides supplemental description to Exhibit"A."Note:The Exhibit"A-1"Task List does not supersede Exhibit"A." 2. SCHEDULE The detailed project schedule for each design task and construction phase is provided in Appendix B. In addition,a preliminary project cost breakdown by fiscal year is shown for design,construction, contingency and inspection. 3. FEES A. Fee for Basic Services. The City will pay the AIE a fixed fee for providing for all"Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1-4 above,and for all expenses incurred in performing these services. The fee for this project is subject to the availability of funds. The A/E may be directed to suspend work pending receipt and appropriation of funds. Forservices provided in Section I.A.1- 4, AIE will submit monthly statements for basic services rendered. In Section I.A.1-3, the statement will be based upon ENGINEER's estimate (and City concurrence) of the proportion of the total services actually completed at the time of billing. For services provided in Section I.A.4,the statement will be based upon the percent of completion of the construction contract. City will make prompt monthly payments in response to AIE's monthly statements. B. Fee for Additional Services. For services authorized by the Director of Engineering Services under Section I.B. "Additional Services,"the City will pay the AIE a not-to-exceed fee as per the table below: City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 10 of 12 C. Summary of l=ees Table ............... ,,,,,,,,,,,,,,,, ®.R.,,,,,,,,,,,,,,,....,,,_............._______._,m,,,,,,,,,,,,,,,,,,,,,,m,,,,,..............coNTRACr,,,,,,,,,,.1 IGINAL AMD. NO. 1 CONTRACT TOTAL .................._.„,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,. ,,,,,,,,,,, ... _______,.,,,,,,,,,,,,, BASIC SERVICES 1. Preliminary Phase $ 47,500.00 $ 381,371.00 $ 428,871.00 2. Design Phase - $ 963,767.00 $ 963,767.00 -,,,,,,,,,,,,,,,,,,,,,,,,„...........................................................P. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,„,,,,,,.,_------------------.. 3. Bid Phase - $ 35,219.00 $ 35,219.00 ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,. ,.-,,,„,,,,,,,,,,,,,,,,,,,,,,,,,, .................... ...............,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 4. Construction Administration Phase - $ 277,453.00 $ 277,453.00 ..................... .,,,,,,,,,,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,._ .,,,,,,,,,,,,,,,, - Subtotal Basic Services(Authorized) $ 47,500.00 $1,657,810.00 $1,705,310.00 _____.__,,,,,,,,,,,,,,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,.........................................,.,,,,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,, .,.,,,,,,,,, ........................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,".,..................................................„,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ... ADDITIONAL SERVICES TALLOANCE) 1. Permit&Agency Coordination (AUTHORIZED) - $ 24,026.00 1 $ 24,026.00 ............................................................................................................................................................................................................„,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,...... 2. Topographic Survey (AUTHORIZED) - $ 58,346.00 $ 58,346.00 ........................................ 3. Environmental Issues (AUTHORIZED) $ 31,088.00 $ 31,088.00 ..._....................................................-,,,,,,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,, m................................................m,.,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,.,,. 4. Construction Observation Services TBD _ ........................................mm,,,,, ....................... ......................................................... 5. Start-Up Services $ 77,927.00 $ 77,927.00 ................................................................................................ �..................... ... ....,,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 6. Warranty Phase $ 53,906.00 $ 53,906.00 7. SCADA & Equipment O&M Documentation - $ 51,175.00 $ 51,175.00 ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,...............................................mm.,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,w,. ,,,,,,,,, ,„,................................ ......._..,,,,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 8. Public Involvement(N/A) N/A _ 9. Electronic Operations O&M Manual TBD ............mm,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,.................................... .......................,.,_ .,.. ..,.,,,.,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,.,,,,,,,,,,.,...________________.._......... 10.Conformed Contract Documents TBD ....................................................................................................................W___________________.,,mm,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,_.�..... 11. Existing Facilities Condition Assessment - TBD - ....................... ................................................................................................................................................................................................... [� � �l 12. Windstorm Certification (AUTHORIZED) - $ 19,800.00 $ 19,800.00 City Proj. No.E11066 ONSWTP High Service Pump Building No. 3 Exhibit"A” LNV Proj.No. 120170 Page 1 I of 12 .....................................................................................................................................................................................................v......................................................................................................... 13. Peer Review Coordination & Response $ 153,393.00 $ 153,393.00 ...................................................................................................................................................................................................... 1 . High 5rvc. Pumping Sys.Energy Audit& TBD Conservation Evaluation .......................................................................................................................................................................................................w m_,................................................................................................................. ................................................................................................................................._ ...,,..................................................................................................................................................M....................M.......................... 15. Physical Laboratory Scale Hydraulic Modeling Study TBD ..........................,............................................................................................................................................................................ 16. Disinfection CT Evaluation TBD 17. Plant Process and Hydraulic Evaluation TBD ............................................................................................................................................................................................................................................................................................................................... ...................................................................................... ., .................................................................................................. .............................................................................................. 18. Electrical Studies (AUTHORIZED) - $ 51,150.00 $ 51,150.00 .................................................................................................................................................................................................................................................................................................. 1 . Control Logic&Application Development Support $ 28,416.00 $ 28,416.00 (AUTHORIZED) .................................................................................................................................................................................... .................................................................................................................................................................................................................-................................................................................................................................... .........m W�............................................................ 20. Control System Integration Coordination $ 28,416.00 $ 28,416.00 (AUTHORIZED), ................................................................................................................................................................ ................................................................................................................................................................................................................._..........,............................................ .................................................................................................. ................................................................................... �...,.... 21. Project Manual (AUTHORIZED) $ 23,650.00 $ 23,650.00 22. Program Management& Projects Coordination $ 99,000.00 $ 99,000.00 .............................................................................................................................................................................................................................................................. Subtotal Additional Services - $ 700,293.00 $ 700,293.00 L......................................................................................................................................................................................................................................................-._.................................................................................... .. ................................................ ............................................................................................... ,.... ...................................................................................................................... TOTAL AUTHORIZED FEE $ 47,500.00 $2,358,10.3. .00 $2,405,603.00 City Proj, No,E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj. No. 120170 Page 12 of 12 City of Corpus Christi, TX LNVSolubonsTodayvoth a CDM City 0f ONSWTP High Service Pump vpsaonforromomw Smith enq,neors I archutects I contractors �►� Corpus Building No. 3 = Christi Proiect No. E11066 EXHIBIT A-1 SCOPE OF WORK CITY OF CORPUS CHRISTI ONSWTP HIGH SERVICE PUMP BUILDING NO. 3 CITY PROJECT NO. E11066 T ABLE OF CON INORIIVI'a ION!, ....,.,.. ..... .., ,o .. ...... ......w.. ». ....:,. .,,....,.. ,.. ..,., .,a.,a. . . ...,.,..,,....,.,,. ........., 4 5copp ILwami A simni N .............. ....,,, ....... .......4 WaHl SiFnxF,lP um1p BudiLoi I �3 54 T Pik'N, ,,CONVA�O(TI WIN E51u MAT,EAND PROJEC T SCHED4M.1 4 E5aG IN,TEAM ... ...., ......, .„ „ DE51 !N STANDARDS........... ...... ....., , ,..,,,... .,u...... . . ........ ........ �PROJECr MANAC,E S .. ....... .. ... .... . ..... . ....... QA/QC PRUORA M._,_ ......... .... ... .... .........9 � ,., ,,... , ... . ..... .... ......, , ,. PRELIMINARY DE"S IGN la�ASE.,w., ,.,,, ,. .,..,..,. . ... ......... .... .. . .. ...... ....... . .........�� �(jENCRatL DE$, jN C'RJ�bkA., _ ,,, .�.,�,., , , ,...,w,. �..�..... . , , , „ .......„ ., ... . ..... ... ....��,. .,.,.,�, . .o.. , ,.,.,�...... .�1i�� 11.1 Civil-Site Design Concept . , , „.„ . .. , __......... . ... .., 10 1.1.21 Prefim:Oary Drajoage ' P rN , ..,., , ,.. , . 11 1.1.3' P�0iWeY`,I0j5tri,b0tja ray Alternate Power, and One-tJo d�iog�urn$ ,. .,..,,,.,...... ......... "I'll. 11 1.14 Contro)'System,ftnn4nq and System Architectipr r�4r�grarru ,. .......... 11 1.1.5 1.1,5 High Service No,3 Saapporr 5 'qte s , , ,. , ,,,,m,.., ,.. ... ........� �1�1 1..2u 5� YCt9iIWMPfiATI,cMrp .' rp �a � plr� ,.��....... ... .... . ..��,.�� .,.,..�a. �.....,..,, , ..a .,,......1.1. 1.2..1 Pump Outy Coniditions..,, , , . ., .,,.,_.. ............ ...... ......... .... .... . .... ........... . 1.2.2 Piump Types.__. __............... .. . ,.. ..., . ........ J'�2' 1.23 �,.......... 1.2.4 Contr�au�II!s .. ................... ... 12' 1.2.5 Electrical De�sagin,_, ........ . . . . . . . . ...... .... ., ....., ,,....., . ...... 12' . 1.2.6 Risk ��ra�,�� a�rat.. ....... ......... y ._p_,.,� ._,_ .,,,, .. .........,,,.. ...... ...., 1 „ y 1.2.2' reli' in raw Pi&,Os ............... . .... ............ . ... .,,,. .....,.. . , ,..,... ,.,.. ,..... ..,.d,. 1;3' Firrture ....., .......... , w.m 1:3' 1.3 Gf t� crdI I �L C RD111N��Ar1kV ,.,�., , �.. .,� ,,,,, ,,,, , , , ,.,., ..,..... . ,..,...,. ,. , , 3 , 1 1.4 ARICHITECTU RAL CONCEPTS DEVU1r IMt,N7. ....m..�.,. .. ....,..,., 14 1AA (,o'nd"sc�a,Pia g-Cona:e pL., .,,..� ..... ... . ......... .........m .,. . ..14 195 PREUMUNARY 1bII�MGN PAC'KA ae.'..... .,.,, .,,,,.�,. ,.,.,..�, ..�...,.. , .�,�..... �,...,. . 2 DES116IN ASE ... ., .. .., ,. .....,» . ..,.»,«., M ....... .. .. .. ,,. ,......,v., 15 2.1 Gfur Ate �tsq '�N� �..,..... �.,, ..,... w...., , ,�� .,,.,,�., , , �. .,.�..�� ........ 15 2.1.1 ........ ............... ��,�..... ..,.,,. . , , , . ,��.m, .... �.... . ...... 15 2.12 0015it e ........ . ... 15 2.1.3 Final D�rra'-age Rqport.... ..,...�., ,�.,.,.,, �,..,�..,,. , ..,.�,.. ..., ,�.., , .......� ...., , , 1 2.1.4 Powerthstr"burion, Atte�rnare P�o wery o,nd orw-Line Diagrams_....._... .„ ......., ........1 " 2.1.5 PumpStatrora ContratSystem.... ...—......___...... 1 2.1.5 ONSWTP High Service Pump Building o- 3 Support�S,p��st�e� .�..�. .... ....... ... . ... .......... ............"_,.,. ..,.. 16 2.1.2' oint rraancelof Plant Operatfons ............... ,. _..... , , ......., .__1 2,.2 Hw�H ERVI E' PUMP T A610N]INO 3 IDIE ION ..... , ,,, «,, . „ „ ... . ........ ........ 2,211 P , p Duty,Condition Design-'... , . <., , ,.., ..4_. ��....,�. .... ...... .. ..�.a„ ...... . . , ..,,..... ,..... T 21-2' rump Type o�e�s4n„-....... ......................... ...,. ....... .... 17 ',. 3 Pipi�ny besdgn.... ... , ......... ....,. .... .................... 11 2'..2,x' "plem� �on tr�ok Design, ...... �,,,, , ,, , ,,,,,m . . .� ,..._.� ���.. �,...,.. �17 Z2. ................................................. .... ..... ...m,...18' 2,.2,E 6 ....... ....... ........ ..,......, . 2.2",'2" Landscape Architecture ...... ... ..... 23 , , ,,,,.... .......,�,.,�...... ......... ., , , . . , , „ ,..,. �...,.,, , . , , 18 2.4 100%Nt° lN,4i.D�5�C IN,KANSAND SP E 1,RC 4T'I N, .......... , ,,,...... .... ..., .....,. 119, 2:5 F I A LDtsi�G N-COP4�IR,k;,cl110NDOfUC+���TS,,.,,,,, �.,.,., ,,,�..,.. ....,�.,,�. . , , , � . .�.. ,.2 ol SIDDING .. .,....,.. «.....,.. ,.,.. ...,. ............ . «,...,.., ..,a.,.a. ........a ,«..,,.,.. I 3.3 IB�,�U LVAILUAIIO'NANt)IRE.C�omm jIN�o Ta NilarT WAR .,. . , ,,., „ ,., , , ,,.,., 4 CONSTRUCTION .,... 4h,'1 G!ENlEIRA L Pst olEuo� Am,W$TRAT, IN A)ND MEE7AGS „1,, P ., ,". . ..���.�„ �.., ,..�..... . „ 4.3, Pn;oRmSiTe ViS' rs.,,,,.,,.__1 - -,,�... I--......... ........ .., , „ 4.5 I55,UENTERPRETAT�,OINS AiND CLAMITICATAON ,,,,,, ...... �.�. 6 NO P�AIRCHITKT'ilUR �,..,... ,, « ti 4.7 SLIER' ANTW�COMPLMOIN, F�AL AccLPIANCt Nr*$P,E(710N ,., ,,,,,, , � .�.,�,,. .......,. , ..... . . ...... ......... ..... .... 16 4.8 RKORDlf0 �AWNGS.., ..., ....... , , ,,,,,, , „... ...., . 27 rDDITIONAL IERVIC I � 91,. ...,«..,.. .......... Il PERMITTING&AGENCY COORDINATION t, I,ITI ORIZIED ............................ .. ...... .......... ...«.«,.: ,,.,..,.. .....,,...28 1 2 GENERAL A�CE�iNc CO R'OTNATIONC ,I, , ,,,,,,, ,,,,,,.. ..,,...,. .... .,,,. ......... , ���.,.., . ,., ,m, ... ....o,.,. � , , � :8 TOPOGRAPHIC SkJJR' 'EY(AUTH IRI IFIND),M ........, 21 S u S RvrWy'....m,. .,......., . , y,,.„., ,,, ....... ........... .. ,,.,,,.� �,...,... , �. , .. ... .. , g , 2.:2 ti� , r u �at7T �N a�� �l l u� �p. .,�.�.�, ,.,�. ..,,....�. ....�,..� .. ...... ........ .,. „ „ ,. ,310 3 ENVIRONMENTAL II N«IUE i(AiUTHIO RllZED) .,a.,..,,.............. . ....... ......... «,...„.., „«.,.... ...,...,..,.....,..L., ,.., .,...,p.,v ,.. �. 4. CONSTRUCTION OBSERVATION SERVICES�T�,OpI�� �5, START-UP 1&TRAINING SIER 'ICE ...... .. ......... „ ,ro... ,. ....«.,.« ......«.. ,..,..,A. ,..«..,.. .. .,. .., ., ,. ,....,,.. ,v., :�”. 5.1 FAC11VESSIART.,JUP....... .................y„ ,... ... ........... . . . . .. .�....� „y, ... ....... ,,,,, ..., 5.2 TUTNING SUPPORT,.. .,.... , ........... , „ , „«« ......... J.3 FACIORY' ITNE55ITFST� G ....,. .... .. .9 ..,...... ......... „ , 33 Na WARRANTY IpNI ,.....,... «.«.«.... .............. ............ ....,.>„« ,«,..««.r «A....,.. .., .,.., ,. ..,....,. .....,. ,, T SC'AD,A&EQUIPMENT I 010C!UIM ENTATI101NWI jl IF''TI �Ira1' Lj.»«.« ......«., «..,w..«. „ , ., , ,«....... .�..,..,. «..M.....�3� � 7.1 r ADA l<J^roc!wUMEJN�7AT' ,N'AND1[.,QI.HiPP uL�NtO() ' ID�oc, ��Nr�� ��.�.. ..... ..... ......w,. ,«.,,, a PUBLIIrC JIN'VOII«.' ' 'IME:NT jlN/ ;p..— ,.......A............. ........w ...... .. .....a.., ..,..,,.„ 4 9 ELECTROIN IC OPERATIONS AND II AINITNENANdICE MANUAL(T80). ............ «. ....—, 9.1 08GAM n EucTROIN A:F A'l"ArwDSECURly, ....... ...., . .. ....... ... ......:3 .7 COMP BACK R�OUNO I WORMA71011W r. , , , ......, I-...,,, , , ,I.I, � , , 1,'.,316,, 1.21A StiondardProcess levelContent 5'ertions .............. ., .... , 6 10 CONFORMED CONTRACT IOM(]OUVM1E:NT (T D)................................. „ ....,.. .>,M,...., ,..,...- .«,....«.39 �11 EX$STING F IMIIIES�C IITION ASSE:S'SMU ENT(181D)«,,. ,.,««.«., ......... ..« ......... 12 MIN+D T'O RIM CERTIFICATION 13 II' IFIR REVIEW C:CIiCfRDI�NIATIm AND Ildl 'I�171IId F,.. .....,>..,.„. ...,a.,,... ,a..,.,,,.. ...,...., .,. «., a,... ,....,...,« .,....,... ........... a...w.,...,, ” 14 II IN II SERVICE PUMPING SYSTEM `NII ' � �Y MIT& ENERGY CONSERVATION EVALUATION1(�T'SDJ�-,«. ....... . ......... 14.1 EaMEMI'S F'THE UiCS,i, ,,, , , , ,,, ,,,, MA'.T Histod c En,orgv Consumption., , ,...... ....,,m,. ......... ..................................... 43 14J,2 High Service Piump B'u Wing or f eo�wre scr-P'vm- .... ...... .... , ........ 4. . . 14A.3 FirTa«ripm,L-ra,N t.asN .,.,,W.,. „y, ..,,,.�,, .,.,.,,,, .. ....,v. �.. ,...,. ., ........... 43 14.1.4 Energy Conservation Measures:....................................................... ....... .. ....m..,. , ..,, ..... ... ............ 44 14.1.5 L imitations.................................................................................... .... ....... ................. „. .,..44 15 PHYSICAL LABORATORY SCALE HYDRAULIC MODELING STUDY(TBD).......................................................................44 16 DISINFECTION CT EVALUATION(TBD).......................................................................................................................45 17 PLANT PROCESS AND HYDRAULIC EVALUATION(TBD)..............................................................................................45 18 ELECTRICAL STUDIES(AUTHORIZED).........................................................................................................................45 19 CONTROL LOGIC&APPLICATION DEVELOPMENT(AUTHORIZED).............................................................................46 20 CONTROL SYSTEM INTEGRATION(AUTHORIZED)......................................................................................................46 21 PROJECT MANUAL(AUTHORIZED)............................................................................................................................47 22 PROGRAM MANAGEMENT&PROJECTS COORDINATION.........................................................................................47 TABLES Table1 Design Team............................................................................................................................................................5 Table2 Project Workshops..................................................................................................................................................7 Table3 Permitting C oordination........................................................................................................................................29 Table4 Condition Assessment-Structures&Equipment...................................................................................................40 General Information The O.N. Stevens Water Treatment Plant(ONSWTP)was originally constructed in 1954 and supplies water for municipal and industrial use in a seven-county service area covering 140 square miles and is the sole provider of treated water to the City of Corpus Christi, Texas. High Service No. 1 was originally constructed with a maximum capacity of 82.2 million gallons per day(MGD)and a firm capacity of 66.4 MGD. ONSWTP underwent a major plant wide expansion in 1981. The expansion included a new High Service No. 2 which has a maximum capacity of 97.9 MGD and a firm capacity of 73.4 MGD. The 1981 expansion also included the addition of a new River Pump Station(raw water pump station),Raw Water Receiving Unit, Sedimentation Basins,Filters and a 10 million gallon(mg) Clearwell No.2. These additions essentially brought a second treatment train into service and more than doubled the overall capacity of the plant.The plant is currently rated at 161.5 MGD and treats approximately 25 billion gallons per year. In order for ONSWTP to maintain its current treatment rating and meet the future water demands of Corpus Christi and the surrounding area,the aging plant will require a series of improvements and upgrades,one of which being the addition of High Service Pump Building No. 3 (RSPB 03)to replace the 59 year old High Service Pump Building No. 1 (RSPB#1). Scope Limiting Assumptions The following scope limiting assumptions have been defined: • The total scope of the project will be delivered via one single contract(i.e. one set of contract documents). • The Preliminary Project Schedule assumes the project will receive Notice to Proceed from the City no later than October 2013. • The City or Contractor will pay all fees associated with permit applications and plan review including City of Corpus Christi Development Services,Nueces County,TCEQ,and other agencies as required. • The starting point for this Design is based upon the data collection,evaluation and system recommendations developed in the Initial Phase Effort. High Service Pump Building No. 3 Site Plan, Construction Estimate and Project Schedule The High Service Pump Building No. 3 Conceptual Site Plan at ONSWTP is shown in Appendix A. The Preliminary Construction Estimates are provided in Appendix B and the Preliminary Project Schedule is provided in Appendix C. The Preliminary Project Schedule takes into account the 104.2 MGD capacity High Service Pump Building No. 3 improvements and may require modification throughout the course of the Project if phasing is required. Design Team The firms involved in this Project are listed below in Table 1 with their respective disciplines: City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-l" LNV Proj.No. 120170 Page 4 of 48 Table 1 Design Team Firm Disciplines LNV, Inc. Project Management General, Civil and Site Design Structural Design Condition Assessment--Structural Windstorm Certification Topographic Survey Subsurface Utility Engineering (SUE) Cost Estimating —QA/QC SWPPP Construction Administration (TBD) Start-Up &Training Services Warranty Energy Audit TBD CDM Smith Process Unit Design & Criteria Condition Assessment-- Mech/Process Process/Mechanical Design Cost Estimating Constructability Review Start-Up &Training Services Construction Administration BD Bath Group Electrical Design (All facilities) Instrumentation & Controls Design (All Facilities) Start-Up &Training Services SCADA & O&M Documentation Govind Development Condition Assessment--Structural Structural Design Turner& Ramirez Architectural Design Landscape Architectural Design TBD Design Standards The Engineer will be responsible for providing the work to meet the City of Corpus Christi standards. The Engineer will also comply with the following standards: • All applicable Uniform and National codes along with the City amendments as adopted by ordinance • AWWA,NSF,HI,TAC,ACI,ASTM,ANSI,etc., as applicable City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 5 of 48 Basic TV* Services to be provided as described in Exhibit A Project Management The Engineer will manage project activities in order to achieve timely project delivery,encourage the consistent application of cost control strategies,and devote the utmost attention to quality control. The Engineer will also track the Final Design and Construction Administration budget and schedule, coordinate and manage sub-consultants,prepare and submit invoices, and coordinate with the City's Project Manager. The Engineer will prepare and distribute monthly progress reports. LNV's Principal- in-Charge and Project Manager will meet monthly with the City's Project Manager to discuss the status and progress of the project. Manage the services of the firms providing design and construction management services for the completion of this project. Review the progress of the services being performed,prepare subconsultant agreements, determine correctness of partial payment requests,and process payment requests. Die/iverab/es: • Project Manual • Monthly progress reports • Monthly invoices Project Meetings The Engineer will prepare and distribute written minutes of these meetings to the City and the Project Team. Action items and decisions shall be clearly identified in the notes. Kickoff Meeting The Engineer will conduct a project kickoff meeting with representatives of City and Project Team. The purpose of this meeting will be to initiate the project and develop a working understanding of the following: • Introduce the Project Team • Review project Scope of Work • Review project schedule • Identify information needed from the City • Identify City contacts • Establish communication protocol and project procedures • Develop a project meeting schedule Deliverables: • Agenda City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 6 of 48 • Meeting notes Workshop Meetings Engineer will conduct regular meetings with the City and Project Team members,as appropriate,to address technical and administrative issues related to the project. These meetings will be used to conduct technical workshops. A maximum of twelve(12)workshop meetings during the Preliminary Design and Design phases are expected. Table 2 summarizes the anticipated workshop topics. Table 2 Project Workshops Topic of Workshop Subject Matter Condition Assessment Results and Results of condition assessment of existing Recommendations equip ment to remain in service Pump Type Alternative Analysis Results of the pump type evaluation Energy Audit Results of the evaluations and discussions on recommendations Basis of Design/Site Layout Redundancy, piping, system interconnectivi , site layout I&CISCADA SCADA protocol, equipment tagging, I&C standards, controls stem Electrical/Power Distribution One-line diagrams, MCCs, alternate power, etc. Identify the preferred equipment by Equipment Preferences manufacturer based on past experiences, availability, and maintenance Construction Phasing Constructability, maintaining operation, etc. Architectural & Landscape Color palette, design concepts, landscape Programming conce ts, etc. Preliminary (30%) Design Present Draft Preliminary Design Reports 60% Design Present 60% design and cost estimate 100% Pre-Final Design Present 100% Pre-final design & cost estimate The purpose of these meetings will be to present design concepts and receive the City's opinions and comments. Items to be specifically addressed could be as follows: • Confirm configuration of process • Confirm systems and site layout • Identify control concepts • Identify architectural and structural preferences • Identify maintenance requirements and plant staff capability City Proj.No.El I066 ONSWTP High Service Pump Building No.3 Exhibit"A-I" LNV Proj.No. I20170 Page 7 of 48 • Identify operational schemes • Identify tag numbering system • Gather data, records,drawings,and miscellaneous information • Identify project coordination and interfacing needs required to meet the project schedule Deliverables: • Agendas • Meeting Notes Project Meetings This task provides for meetings that pertain to the management of the project. The planned meetings and frequency are described below. The Engineer will prepare and distribute written results of these meetings to the City and the Team. Action items and decisions shall be clearly identified in the notes as a decisions log with the date the issue was identified,the individual raising the issue,the individual responsible for responding,the resolution/solution to the issue,and the resolution date. • Conduct monthly status meetings with the City project team to provide an update on project progress; receive information;coordinate the proposed design and construction activities under this contract with other proposed and ongoing design,construction, and maintenance activities; and to obtain direction and decisions from the City. Meetings will occur throughout Preliminary Design,Design, Bidding,and Construction phases of the project and will last approximately 2 hours, not including preparation and meeting notes.A total of 50 monthly meetings are planned over the duration of the project. • A total of six{6}targeted meetings with the City project team to discuss project issues will be scheduled. These meetings will be scheduled in advance to facilitate a focused, in-depth discussion. Deliverebles: • Agenda • Meeting Notes Internal Team Meetings The Project Team will meet on a bi-weekly basis to coordinate efforts and keep all team members informed about the project. The Engineer will conduct interdisciplinary coordination review meetings with its sub-consultants at the 30%, 60%,and 100%Pre-Final submittal stages. A total of 40 internal meetings are planned during the Preliminary and Design Phases. Deliverables: • Agenda • Meeting Notes City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 8 of 48 Design and CAD Standards This task includes the development of design and CAD standards for the project. Design standards and typical design details will be developed for use on all portions of the project. Standard drawing setup, layering,and production standards will be implemented on all portions of the project. QA/QC Program This program includes the development and enforcement of QA/QC procedures and design and CAD Standards for Design. Reviews will be conducted for the 30%, 60%and 100%Pre-final level of design completion. Design Quality Control Review The Engineer will provide the services of a Design Quality Control Committee(DQCC). The DQCC will be led by a Senior Engineer that will meet independently from the Design Team to review the 30%, 60%and 100%Pre-final progress milestone submittals for technical merit,completeness of the drawings and specifications,and interdisciplinary coordination prior to submittal to the City. The Design Team and the DQCC will meet to review and resolve DQCC comments and suggested modifications to the progress milestone submittals. The comments and resolutions will be documented in a memorandum. The DQCC will be responsible for the following focused areas of review for each design submittal: • Consistency with the intent of the design concepts established in the Preliminary Design • Technical merit • Conformance with Engineer's Design Checklist • Conformance with Regulatory Agency and Development Services Design Checklists • Constructability • Operability and Maintainability DeIlvera6/es: • Project QA/QC Manual • Quality Control memo with review comments on design submittals Construction Quality Contra/Review The Engineer will provide the services of a Quality Control Committee(QCC)that will be led by the Project Manager that will meet independently to review the quality of construction and possible resolutions to construction situations that way arise. The QCC will be responsible for the following focused areas of review. • Construction Quality • Constructability • Operability and Maintainability City Pmj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 9 of 48 1 PRELIMINARY DESIGN PHASE Prior to the preparation of detailed plans and specifications,the Engineer will develop a Preliminary Design(30%Design)for the High Service No. 3 project elements.The purpose of the Preliminary Design phase is to develop an adequate definition of the Project to enable the Detailed Design phase to proceed without significant changes. A prerequisite to the preparation of plans and specifications is the development of a specific design agenda that incorporates the project site conditions and constraints, summarizes the rationale for each major detailed design decision,and contains design criteria including process control criteria and process descriptions for each component and system incorporated into the project. Another objective of Preliminary Design is to identify desirable equipment types,as well as the need to specify sole source procurement and/or equipment pre-purchase options. The selection and design of major equipment will be based on technical factors,operability,and optimal lifecycle cost analysis. The results of Preliminary Design phase will be compiled into a single DRAFT Preliminary Design Report(PDR)for the General Design Criteria tasks and major project elements. The PDR will establish the design parameters,criteria, and concepts necessary for preparation of detailed plans and specifications. The PDR will be delivered and presented to the City for a four(4)week staff review period followed by a resolution of comments at a regularly scheduled progress meeting. The PDR along with comments from the City will be incorporated in the FINAL Preliminary Engineering Report (PER), as appropriate,which will be submitted to TCEQ. D_elivera6les: • Three(3)copies of DRAFT PER • Three(3)copies of the FINAL PER and schematic drawings 1.1 General Design Criteria The Engineer will develop general Process Flow Diagrams and Design Criteria for all of the major equipment and systems associated with High Service No. 3. Also, a device numbering system, general notes, legends and symbols will be developed. De1iv�61es: • Process Design Criteria,Process Flow Diagrams, Device Numbering System 1.1.1 Civil-Site Design Concept The Engineer will develop preliminary site plans taking into consideration setbacks, site access, interface with ONSWTP access roads, topography, existing utilities,and landscaping. The Engineer will develop preliminary yard piping and grading and paving plans reflecting the proposed improvements. Preliminary site plans should include setbacks,floodplain delineations, topography, proposed structure locations, vehicular circulation (plant drives), finished floor or top of structure elevations,drainage patterns and major drainage features. The Engineer will identify items required by the City for initial site plan approval and make sure those features are shown on the site plan. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 10 of 48 1.1.2 Preliminary Drainage Report The Engineer will update the on-site management of storm water runoff taking into consideration the proposed facilities. A Preliminary Drainage Report will be submitted to the City. Also included will be a draft update to the Storm Water Pollution Prevention Plan. Dellvera6le: • Preliminary Drainage Report • Draft Updated Storm Water Pollution Prevention Plan 1.10 Power Distribution,Alternate Power,and One-Line Diagrams The Engineer will develop preliminary electrical one-line diagrams showing major equipment and method of providing power, determine estimated electrical equipment sizes for housing requirements and develop preliminary electrical load calculations. The Engineer will recommend appropriate alternate power provisions. Delivera6/es: • Power Feed Criteria,Alternate Power Criteria, One-Line Diagrams 1.1.4 Control System Planning and System Architecture Diagrams For High Service No. 3,the Engineer will develop a control system architecture diagram, a process and instrumentation diagram, basic control logic description,and the method of control. Dellverables. • Preliminary P&IDs • Control System Architecture Diagram • Preliminary Process Control Descriptions 1.1.5 1.1.5 High Service No. 3 Support Systems The Engineer will develop design criteria for the support systems at High Service No. 3. This task includes the plant,potable,and fire protection water systems. 1.2 High Service Pump Station No. 3 Design Criteria 1.2.1 Pump Duty Conditions The Engineer will develop general design criteria and preliminary evaluation documentation for the duty conditions of High Service No. 3. The duty condition design criteria will include design flow capacity (firm) and design pressure capacity. This evaluation will account for population and demand projections as well as the TCEQ-approved Alternative Capacity Requirement(ACR)Exception. The criteria will also include recommendations for redundancy of pumping capacity,future provisions and plant re-rating goals. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 11 of 48 Deliverables: • Duty Condition Design Criteria and Preliminary Evaluation Documentation • Equipment Data Sheets 1.2.2 Pump Types The Engineer will develop general design criteria and preliminary evaluation documentation for the proposed pump types of High Service No. 3. This general design criteria and evaluation will provide a sound recommendation of proposed pump type (i.e.vertical turbine vs. split-case centrifugal). These criteria will also include recommendations for redundancy of pumping capacity and future provisions. Dellverables: • Pump Type Design Criteria and Preliminary Evaluation Documentation • Equipment Data Sheets 1.2.3 Piping The Engineer will develop general design criteria and preliminary evaluation documentation for the proposed piping associated with High Service No. 3. Considerations for net positive suction head (NPSH),clearwell connectivity and operational flexibility will be provided. These criteria will also include recommendations for redundancy of valving and future provisions. Dellvera6/es: • Piping Design Criteria and Preliminary Evaluation Documentation • Equipment Data Sheets 1.2.4 System Controls The Engineer will develop general design criteria and preliminary evaluation documentation for the proposed system controls associated with High Service No. 3. Considerations for enhanced automation and integration with existing ONSWTP controls will be provided. Additionally, design criteria and evaluation for upgrading the existing controls at High Service No.2 will be provided. Dellverd6ler: • System Controls Design Criteria and Preliminary Evaluation Documentation • Equipment Data Sheets 1.2.5 Electrical Design The Engineer will develop general design criteria and preliminary evaluation documentation for the proposed electrical design associated with High Service No. 3. Considerations for use of existing infrastructure and alternate power will also be provided. De/ivera6/es: City Proj.No.E1 I066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 12 of 48 • Electrical Design Criteria and Preliminary Evaluation Documentation • Equipment Data Sheets 1.2.6 Risk Management The Engineer will develop general design criteria and preliminary evaluation documentation for the management of risk associated with the design of High Service No. 3. Findings, data and baseline evaluations obtained in the initial phase of this project will be expounded upon to finalize the assessment of risk associated with each design parameter. Risk and Decision matrices that were also utilized in the initial phase of the project will be implemented in the preliminary design phase of the project. Additionally,the risk management to be performed by the Engineer will include a tabulation of Critical Success Factors(CSFs)and Potential Processes Activities and Tasks(PATS)that were also established in the initial phase of the project,which will ensure that all project objectives and goals are satisfied. Finally, Dellvera6l� • Risk Management Plan • Risk and Decision Matrices • Tabulation of CSFs • Tabulation of PATS 1.2.7 Preliminary P&IDs The Engineer will develop preliminary Process&Instrumentation Diagrams (P&ID), a control system architecture diagram, basic control logic description, and the method of control for all of the equipment that will be in service after the completion of High Service No. 3. D IveraWes: • Preliminary P&IDs Preliminary Equipment Control Descriptions • Preliminary Instrumentation List • Preliminary Input/Output(I/O)Point Count List 1.2.8 Future Facilities The Engineer will update the Site Plan to reflect how the ONSWTP could be expanded in the future after High Service No. 3 is complete. Deliverables: • Updated Site Plan for High Service No. 3 and future phase(s) City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 13 of 48 1.3 Geotechnical Coordination The Engineer will identify the extent of subsurface geotechnical investigations as required to support the design of the new facilities and will coordinate this effort with the City's selected Geotechnical Engineer. The Engineer will prepare a draft scope of work for the Geotechnical Engineer that includes a vicinity map for the site, identifies the number of bores and bore locations(the Geotechnical Engineer will be consulted in identifying bore locations),and creates the bore location exhibit. The Engineer also will review the draft geotechnical report findings and recommendations. The report prepared by the Geotechnical Engineer should include discussions on the laboratory and test analyses, findings and recommendations of the investigation,exhibits,boring logs, detailed descriptions of surface and subsurface conditions, seismic conditions,geotechnical profile, and recommendations for all required foundations(including piers, if necessary)and roadways,and recommendations of any additional geotechnical investigations that are required for design. Geotechnical findings and recommendations should include soil bearing loads, lateral earth pressures,trenching, excavation and over-excavation, fill and backfill, structural and foundation design parameters,soil corrosiveness, and design pavement section design criteria. De/ivenW-es: • Draft Scope of Work for Geotechnical Engineer 1.4 Architectural Concepts Development The architectural concepts of the existing High Service Pump Building No. 2 will be used to develop an architectural program for the proposed High Service Pump Building No. 3. The Engineer will provide the initial architectural concepts and will prepare architectural drawings, renderings and 3-D model to illustrate what the proposed building will look like. This task includes the evaluation of various building horizontal and vertical relief elements, architectural treatments, construction materials, surface finishes, and color palettes,and the cost impacts of the various alternatives. The goal of this task is to select a cost-effective architectural programming and aesthetic concept so that the building will be compatible with the architecture of ONSWTP. Deliverables: • Preliminary Architectural Program 1.4.1 Landscaping Concept The landscaping concept of the existing facilities will be used to develop a landscaping program for proposed improvements at ONSWTP. The Engineer will provide initial landscaping concepts to illustrate what the landscaping improvements will look like for High Service Pump Building No.3. The concepts developed under this task will be used by the Engineer to prepare a preliminary site plan illustrating the location of the proposed landscaping improvements. Deliv 1 • Preliminary Landscaping Site Plan City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 14 of 48 1.5 Preliminary Design Package The process for distributing the final basic design criteria for this project will include preparation of a DRAFT and FINAL Preliminary Engineering Report(PER)that includes documentation of changes made subsequent to the Regulatory Compliance and Implementation Plan and documentation of the recommendations from the Preliminary Design Tasks. The PER will describe the modifications, upgrades,types of materials and equipment, layouts,and other design criteria. It will also include preliminary drawings developed to a 30 percent level of completion. The capital costs will be developed to a Class 3 cost level,as defined by the Association for the Advancement of Cost Engineering(RACE). Annual O&M costs, including any cost savings that may occur by implementing the recommended alternative,will also be developed. Deliverables: • Level 3 Cost Estimate(included in PER) • Three(3)copies of the DRAFT Preliminary Design Report(PDR) • Three(3)copies of the FINAL Preliminary Engineering Report(PER) 2 DESIGN PHASE The Engineering services to be provided under this stage of work will include services related to the final detailed design of the ONSWTP High Service Pump Building No. 3. The intent of the Design Phase of this project is to prepare a set of Contract Documents to define the work of the ONSWTP High Service Pump Building No. 3 project in such a manner that satisfies the needs of the City,the requirements of governing regulatory agencies,and clearly and completely conveys the design intent and requirements to the prospective Bidders and the awarded Contractor. The Engineer will prepare final detailed plans and technical specifications in accordance with the Preliminary Design and any adjustments to the Preliminary Design as suggested and authorized by the City. 2.1 General Design 2.1.1 General The Engineer will update the Process Flow Diagrams and Design Criteria for all of the major equipment and systems from the Preliminary Design. Also,the device numbering system, general notes, legends, abbreviations, and symbols will be updated. 2.1.2 Civil Site Design The Engineer will finalize the site plans taking into consideration setbacks, site access, access roads, topography, existing utilities,and landscaping. The Engineer will finalize the yard piping and the grading and paving plans reflecting the proposed improvements. Site plans should include final property boundaries, easements, setbacks,zoning,floodplain delineations, topography,proposed structure locations,vehicular circulation(plant drives), finish floor or top of structure elevations, City Proj.No.EI 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 15 of 48 drainage patterns and major drainage features. The Engineer will identify items required by the Planning Department for site plan approval and make sure those features are shown on the site plan. 2.1.3 Final Drainage Report The Engineer will update the on-site containment of storm water runoff taking into consideration the proposed facilities. The Engineer will also finalize the SWPPP for the ONSWTP High Service Pump Building No. 3. 2.1.4 Power Distribution,Alternate Power,and One-Line Diagrams The Engineer will update the electrical one-line diagrams showing major equipment and method of providing power,determine estimated electrical equipment sizes for housing requirements and develop preliminary electrical load calculations. The Engineer will update the alternate power provisions defined in the PDR along with one-line diagrams,electrical site plans, site lighting plans,conduit schedules,and panel schedules. 2.1.5 Pump Station Control System The proposed High Service No. 3 controls will include a new SCADA system as described in the PDR. The system network diagram and the individual points to be monitored, measured, alarmed and controlled described in the PDR will be updated. 2.1.6 ONSWTP High Service Pump Building No.3 Support Systems The Engineer will design the potable water, site fire protection systems, and site security upgrades. 2.1.7 Maintenance of Plant Operations The Engineer will prepare Maintenance of Plant Operations(MOPO)plans to provide information to allow the Contractor to avoid interrupting the operation of new or existing treatment processes or units other than as coordinated with the City. The purpose of the MOPOs is to provide the Contractor a sequence to perform their construction activities in such a manner that uninterrupted treatment of water flows and continuous operation of all essential plant services and facilities are maintained throughout the construction period so that the ONSWTP is in compliance with all of the regulatory requirements at all times. This task also includes development of a plan for testing, startup,and initial operation of the High Service No. 3 improvements that is consistent with the anticipated sequence of construction. This plan will be developed with input from the City's operation and maintenance staff. 2.2 High Service Pump Station No. 3 Design 2.2.1 Pump Duty Condition Design The Engineer will finalize the design and provide design calculations and documentation for the duty conditions of High Service No. 3. The duty condition design will include design flow capacity(firm) and design pressure capacity. This final design will account for population and demand projections as well as the TCEQ-approved Alternative Capacity Requirement(ACR)while including recommendations for redundancy of pumping capacity, future provisions and plant re-rating goals. Also included in this City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 16 of 48 effort is the generation, by hydraulic modeling software, of multiple system curves for the City's distribution system to account for the variety of duty conditions that the High Service No. 3 pumps will be required to satisfy. The model-generated system curves will account for existing and future elevated storage tanks and the minimum,average and maximum daily demands under each storage tank scenario. Additionally,the duty condition design will account for HI standards for High Service No. 3 suction and discharge piping. Deliverables: • Duty Condition Design and Final Selection Documentation • Equipment Data Sheets (Pump Curves&Design Points) 2.2.2 Pump Type Design The Engineer will finalize the design and provide finalized evaluation documentation for the selection of the proposed pump types of High Service No. 3. The design and evaluation will provide a sound recommendation of proposed pump type (i.e. vertical turbine vs. split-case centrifugal). The design will also include recommendations for redundancy of pumping capacity and future provisions. Deliverables: • Pump Type Design and Final Selection Documentation • Equipment Data Sheets (Pump Curves&Design Points) 2.2.3 Piping Design The Engineer will finalize the design and provide design calculations for the proposed piping associated with High Service No. 3. Considerations for net positive suction head(NPSH),clearwell connectivity and operational flexibility will be provided. The design will also include recommendations for redundancy of required valving and future provisions in accordance with HI standards. Deliverables: • Piping Design and Final Calculation Documentation • Equipment Data Sheets 2.2.4 System Controls Design The Engineer will finalize the design and provide final documentation for the proposed system controls associated with High Service No. 3. Considerations for enhanced automation and integration with existing ONSWTP controls will be provided. Additionally, design and evaluation for upgrading the existing controls at High Service No. 2 will be provided. Deliverables: • System Controls Design and Final Proposed Design Documentation • Equipment Data Sheets City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 17 of 48 2.2.5 Architectural,Mechanical and Electrical Design The Engineer will provide architectural design services for the new High Service Pump Building No. 3 and associated electrical room and generator building extension,as needed. This includes preparing final architectural drawings and specifications based upon the Preliminary Design. The drawings will include a site plan and for each building,floor plans,roof plans,room finish schedules,door and window schedules,elevations,building sections, wall sections, stair plans and sections, and details for building components. Specifications anticipated include masonry, concrete, floor sealers, roofing system, metal flashings, miscellaneous metals, ladder to roof, stairs, railings,metal doors, finished hardware,windows,glass and glazing,sealants, stucco,paint and stain finishes, fire extinguishers and bridge crane. The Engineer will provide heating,ventilation, and air conditioning(HVAC),plumbing,and electrical design services for the High Service Pump Building No.3 and associated electrical room and generator building,as needed. This includes preparing final drawings and specifications based upon Preliminary Design. The drawings will include floor plans, sections, schematics, fixture and equipment schedules, panel board schedules, and details for the HVAC,plumbing,and electrical building components. Specifications anticipated include ventilation,HVAC equipment,air ducting,plumbing fixtures, and light fixtures. 2.2.6 Structural The Engineer will provide structural engineering design services. This includes preparing final structural drawings and specifications based upon the building layouts,foundations and miscellaneous structures developed in the Preliminary Design. 2.2.7 Landscape Architecture The Engineer will provide,through a qualified sub-consultant, landscape architecture design services. This includes preparing final landscape and irrigation drawings and specifications based upon the Landscape Concept developed in the Preliminary Design. Delfvera6/es: a Graphic exhibits illustrating landscape design 2.3 60% Design- Plans &Sped ications The 60 percent design will include the preliminary front-end documents,preliminary technical specifications for major equipment items,development of control system strategies,preliminary piping, preliminary equipment lists, and instrumentation lists. Under this task, the conceptual drawings prepared under Preliminary Design will be developed into the 60%Design level.The 60%drawings will include dimensioned piping and equipment drawings; structural and architectural layouts, elevations, and sections; and detailed P&ID schematics, and equipment electrical one-line diagrams,power plans, and lighting plans. The LNV Team will prepare 60 percent level of completion plans,which will be defined and consist of a level of completion by disciplines as follows: City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 18 of 48 • Cover/Title Sheet 70% • Sheet List 90% • General/Standard Sheets 70% • Demolition 70% • Process Mechanical 70% • Civil 70% • Structural 70% • Architectural 70% • HVAC and Plumbing 60% • instrumentation/Control 50% • Electrical One-Lines 60% The Team will prepare 60%complete specifications,which will generally include: • Specification index • Preliminary front end documents(Division 0) • General requirements(Division 1) • Completed equipment specifications • Preliminary specifications for support disciplines 2.4 100% Pre-final Design - Plans and Specification The 100%Pre-final Design segment is the continuation of detailing the plans and specifications. Work generally consists of addressing the review comments from the 60%design,completing typical and project details,completing specifications, and completing coordination between civil,process, mechanical, structural,architectural,electrical and control system designers. The Team will prepare 100%level of completion plans. The Team will prepare 100%complete specifications,which will generally include: • Revised front end documents (Division 0). • Revised general requirements of contract (Division 1) o O&M Manual equipment requirements(Division 1) • Curricula and O&M training requirements(Division 1) City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" Page 19 of 48 LNV Proj.No. 120170 Divisions of technical specifications (Division 2 to 48, as needed) All technical specifications will be prepared in accordance with the guidelines established by the Construction Specifications Institute(CSI)for Divisions 1 to 48. 2.5 FINAL Design- Construction Documents The intent of the FINAL Design is to assist the City with obtaining Building Permits, industrial exemptions and regulatory approvals from other agencies. The FINAL Design will incorporate the comments received from the City and regulatory agencies,and comments received from the Design Quality Control Committee(DQCC) into a set of Contract Documents. All plans, specifications,and calculations required for the building permit and regulatory submittals will be sealed and signed by a Professional Engineer,Architect, and Landscape Architect,as appropriate,who is registered in the State of Texas. The calculations will include those calculations required for permit review and approval (e.g. structural,plumbing,HVAC,electrical,and drainage). Specifications will be delivered as an 8-112"x 11" set and on a CD-ROM in Microsoft Word(version 2007 or as directed by City) and in Adobe PDF. Plans will be submitted as both full size and 1/2-size and on a CD-ROM in electronic files for the project in AutoCAD 82007,or as directed by City. Upon the receipt of the final comments from City and the regulatory agencies,the Engineer will incorporate the final comments into the constriction documents and prepare them for distribution to the City, bidding Contractors,and the Team. v I • Response memos to review comments(60%, 100%and FINAL) Sets of Plans (60%, 100%and FINAL) • Sets of Specifications(60%, 100%and FINAL) • Construction Cost Estimates(60°fin, 100%and FINAL) • Maintenance of Plant Operations (MOPO)(60%, 100%and FINAL) • Operations and Commissioning Plan(60%, 100%and FINAL) • One(1)CD of Specifications/Drawings(PDF,Word and CAD files) • Sealed calculations(incl.process, structural,HVAC,plumbing,and electrical) 3 BIDDING PHASE This task will consist of assisting the City with conducting a Pre-Bid Conference,preparing the Pre-Bid Conference minutes,responding to bidder questions,preparing addenda, and evaluating the bids, and recommending an award to the Contractor.denda to the will advertise the bid and bidders and upplie��te the bidding documents(plans,specifications,an ) City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" Page 20 of 48 LNv Proj.No. 120170 3.1 Pre-Bid Conference Approximately 3 weeks after the notice of bids has been advertised by the City,the LNV Team will assist the City in conducting a Pre-Bid Conference to review the details of the project and solicit questions regarding the Bid Documents.The Team will prepare a draft agenda for City review, address the review comments and finalize the agenda, and document the conference in writing within S working days. Deliverables: • Meeting Agenda 3.2 Bidding Coordination and Addenda Preparation The Team will answer City and Contractor questions,develop written responses in the form of Contract Addenda,provide(1)set of any required addenda for distribution to Bidders,and provide overall support to City during the bid advertisement period. The addenda will include,as needed,(1)full size and (1)half-size sets of addenda drawings for distribution by the City to interested Bidders. Deliverables: • Contract Addenda as necessary 3.3 Bid Evaluation and Recommendation of Award The Team will tabulate and review all bids received for compliance with the requirements of the bid documents, including addenda. After consultation with City,the team will prepare a written award recommendation based on this review and knowledge of proposed contractors' and subcontractors' past performance records. Deliverables: • Bid Tabulation • Contract Award Recommendation Letter 4 CONSTRUCTION PHASE The intent of the Construction Phase is to assist the City in confirming that construction of the Project is carried out in accordance with the requirements of the Contract Documents and the requirements of the City and regulatory agencies,within the project schedule, and with a minimum of disruption to ongoing activities at the facility. The construction Contract Documents are defined as the Agreement between the City and the Contractor, general conditions, supplemental conditions,drawings, standard details, specifications,addenda, approved project schedule, and executed change orders prepared for the construction of the project. The construction services effort will have the goal of facilitating the construction to enable the Work to progress in an efficient and cost-effective manner,while maintaining operations. The anticipated construction duration is 27 months. During the construction phase of the project,the following terms will apply: City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 21 of 48 • In regards to the review of submittals from construction contractors, LNV will review and approve or take other appropriate action upon construction contractor(s)' submittals such as shop drawings,product data and samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the contract documents. LNV's action will be taken with such reasonable promptness as to cause no delay in the work while allowing sufficient time in LNV's professional judgment to permit adequate review. Review of such submittals will not be conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities. • If Engineer is called upon to observe the work of City's construction contractor(s) for the detection of defects or deficiencies in such work,Engineer will not bear any responsibility or liability for such defects or deficiencies or for the failure to so detect. Engineer will not make inspections or reviews of the safety programs or procedures of the construction contractor(s), and will not review their work for the purpose of ensuring their compliance with safety standards. • Engineer will not assume any responsibility or liability for the performance of construction services,or for the safety of persons and property during construction,or for compliance with federal, state and local statutes,rules, regulations and codes applicable to the conduct of the construction services. Engineer will have no influence over the construction means,methods, techniques, sequences or procedures. Construction safety will remain the sole responsibility of the construction contractor(s). • All contracts between the City and its construction contractor(s)will contain broad form indemnity and insurance clauses in favor of City and LNV, in a form satisfactory to LNV. 4.1 General Project Administration and Meetings As the designated Design Consultant for the project,LNV will consult with and advise the City and act as its representative during construction. LNV will serve as the central point of contact for the Contractor. Instructions from the City to the Contractor(s) will be issued through LNV,who will have authority to act on behalf of the City to the extent provided in this Scope of Work,except as otherwise provided in writing. However,LNV will not be responsible for the means,methods,techniques, sequences or procedures of construction selected by the Contractor(s) (except as otherwise specified in the Contract Documents)or the safety precautions and programs incident to the Work of the Contractor(s). Subconsultant personnel and other engineering and architectural disciplines from the design team will also provide a presence on the site through scheduled coordination meetings and inspections to provide quality control and monitoring for conformance with the design intent. LNV and other Project Team members will conduct specific architectural, electrical,and structural inspections required by governing Codes,prepare applicable documentation and records of such inspections, and certify compliance with design requirements and governing Codes. LNV will accompany visiting inspectors representing public or other agencies having jurisdiction over the Project and will record and report the outcome of these inspections. LNV or other Project Team members will review factory test reports as required by the Contract Documents and verify that the data reported meets the requirements of the contract documents. LNV will review test reports, whether by the Contractor or the Design Consultant,for compliance with quality City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 22 of 48 standards and will take appropriate action to obtain additional data if necessary regarding the quality of materials and work in-place. The efforts of LNV will be directed toward providing a greater degree of confidence for the City that the completed Work of the Contractor conforms to the Contract Documents. However, LNV will not be responsible for the failure of Contractor to perform the Work in accordance with the Contract Documents. On the basis of onsite examination of materials,equipment, and workmanship,LNV will keep the City informed of the progress of the Work,will endeavor to guard the City against defects and deficiencies in such Work,and may disapprove or reject Work failing to conform to the Contract Documents. This task will include the following items: • Conduct a pre-construction conference. At the conference,LNV will identify field services to be provided and discuss appropriate coordination procedures. LNV will prepare an agenda for the meeting and will prepare and distribute the meeting notes. • Provide construction administration, quality control,value engineering support and coordination: LNV will provide construction administration and quality control services during the course of the project to assure that the overall technical correctness of the construction phase services and that specified procedures are being followed and LNV's schedules are being met. LNV will provide coordination functions during the construction phase as follows: • Hold coordination meetings with the City and Contractor. • Coordinate with regulatory and approving agencies and utilities as required. • Coordinate the work of specialty sub-consultants assigned to the project. • Maintain and provide detailed project records and documentation during the construction phase. Project records will include correspondence, schedules, submittals,test data,project data, payments, change orders, meeting minutes,clarifications,mark-ups of drawings and specifications, and other such documentation. Project records will be delivered to the City's representative upon completion of the construction contract. Records will be maintained at the LNV's office. • Project Manuals. • Status reports for the construction contract will be provided. 4.2 Change Orders LNV will review cost and time estimates for change orders and for Contractor's claims for additional cost or compensation due to differing site conditions,force majeure,material or equipment shortages,or other causes. LNV will also provide an estimate of the additional Design Consultant costs(if any)that would be incurred as a result of the change order. LNV will evaluate Contractor's claims to determine whether they are justified under the Contract and will review Contractor's proposals for additional compensation,credits, and/or time relating to changes or claims. LNV will make recommendations to the City's Project Manager on the amount of additional City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 23 of 48 compensation,credit,or time extension due to the Contractor. In addition,LNV will clarify matters and work to resolve discrepancies with the Contractor. LNV,with other Project Team members,will perform necessary design revisions in connection with change orders to reflect modifications requested by the City, or as required by unforeseen conditions. Coordination of the resulting change order requests and any additional Design Consultant research and design efforts,up to a maximum number of hours as shown in the fee schedule,are included in this scope. LNV,with input from other Project Team members,will consider and evaluate Contractor's suggestions for changes in the Contract Drawings or Specifications and respond as appropriate or as required by the Contract Documents. LNV will coordinate with the City and provide recommendations pertaining to the suggested design modifications. LNV,with other Project Team members,will also perform necessary design revisions authorized by the City in connection with change orders to reflect modifications requested by the Contractor and will perform services in evaluating substitutions proposed by Contractor. Coordination of the resulting change order requests and any additional Design Consultant research and design efforts,up to a maximum number of hours as shown in the fee schedule,are included in this scope. Deliverables: • Design Recommendations and Revisions as necessary 4.3 Perform Site Visits In addition to field services described above, LNV and other Project Team members' staffs and/or managers will conduct regular visits to the site at least two 2 per month to familiarize themselves with the status of work,make spot checks of work-in-progress,verify conformance with the design intent,and conduct detailed coordination of construction issues. Field reports will be kept to document progress and issues. A total of 54 site visits are anticipated for the duration of construction. Deliverables: • Field Reports as necessary 4.4 Review Submittals and Test Results LNV will receive, log and distribute for review and approval the submittals, shop drawings, samples, test results, operations and maintenance manuals,and other data that Contractor is required to submit. LNV will distribute and file the submittals after review action has been taken. LNV will follow-up to verify that revisions are made and resubmitted as required and will verify that such required submittals are received and approved prior to installation or payment for the materials covered. LNV will also perform a review of the schedule of shop drawing submissions and schedule of values prepared by Contractor and will discuss status of the submittals at construction progress meetings. LNV will be responsible for completing the submittal reviews within 15 business days and for monitoring the status and timeliness of responses. LNV,with other Project Team members,will review and approve product data, shop drawings,samples, test results, operations and maintenance manuals, and other data that the Contractor is required to City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 24 of 48 submit. However, such reviews will be conducted only for conformance with the design concept of the Project and compliance with the information given in the Contract Documents. Such review and approval or other action will not extend to means,methods, sequences,techniques or procedures of construction selected by Contractor,or to safety precautions and programs incident thereto. As part of this task, LNV will maintain a submittal log showing dates of submittal,transmittal action to other sub-consultants,dates of return and review action. Copies of the log will be furnished to the City and the Contractor monthly. LNV will also evaluate the Contractor's request for substitutions. Submittal review efforts are based on a maximum of two(2)reviews per submittal and that no more than fifty percent(SO%) of the total number of first submittals will require two (2)reviews. The level of effort for this task is based on receiving 100 shop drawing submittals. Not included in the scope of work for this task is the witnessing of specification compliance testing at manufacturer's factories. Dellver�hL� • Monthly Updated Submittals Log • Reviewed Submittals with Submittal Status • Test Data Reviews 4.5 Issue Interpretations and Clarifications LNV will act as main point of contact for interpretation of the requirements of the Contract Documents and judge of the acceptability of the work based on the requirements shown or specified. LNV will be responsible for responding to Requests for Information(RFI)within 5 business days and for monitoring the status and timeliness of responses. As part of this task, LNV will maintain a RFI log showing dates of submittal,transmittal action to other sub-consultants,dates of return, and a summary of the response. Copies of the log will be furnished to the City and the Contractor monthly. The level of effort for this task is based on receiving 50 RFIs. As specified in the General Conditions of the Contracts,LNV will interpret and issue decisions on claims of the Contractor(s) or the City relating to the acceptability of the work or the interpretation of the requirements of the Contract Documents or pertaining to the execution and progress of the work. LNV wil l also have authority, as the City's representative,to require special inspection or testing of the work. LNV and other Project Team members will issue interpretations and clarifications of the Contract Documents, as requested by the Contractor(s)or as deemed necessary by the Resident Engineer,to facilitate proper fabrication, construction, or installation of work. LNV will render interpretations or decisions in good faith and in accordance with the requirements of the Contract Documents(e.g.,within 10-days). In the event of a claim or dispute by the Contractor, LNV will interpret the requirements of the Contract Documents and judge the acceptability of the work. LNV will make written recommendations to the City on all claims of the Contractor related to acceptability of the work, or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of work,or additional work as deemed necessary by the City. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 25 of 48 DeliveraW�s: • Monthly Updated RFI Log • RFI Responses • Contractor or City-Requested Change Reviews as necessary • Contract Document Interpretations and Clarifications as necessary 4.6 Landscape Architecture The Engineer will provide,through a qualified subconsultant, landscape architecture construction phase services. This includes attendance at three progress meetings, four site visits,plant material review at nurseries, submittal reviews,clarifications and responses to RFIs,punch list reviews,and preparation of record drawings. Deliverables: • Field Reports • RFI Responses • Reviewed Submittals with Submittal Status 4.7 Substantial Completion/Final Acceptance Inspection Following notice from the Contractor, LNV and other Project Team members will conduct an inspection to determine if the Project is substantially complete in accordance with the construction documents. If LNV considers the work substantially complete,then LNV will deliver to City and the Contractor a Certificate of Substantial Completion and a list of observed items requiring completion or correction (punch list), date for completion for the punch list, and recommendation for division of responsibilities between the City and the Contractor. LNV and other Project Team members will conduct a final inspection to determine if the finished Work has been completed to the standard required by the Contract Documents and that Contractor has fulfilled its obligations as required. This inspection will be based on the punch list and any other functional or operational deficiencies that occur in the time period between when the punch list is generated and the Final Inspection. A final list of items to be completed or corrected in accordance with the requirements of the construction documents will be prepared and submitted to the Contractor. After the Contractor has completed the work of the final punch list and upon written notice from the Contractor, LNV will review and determine that items on the final list have been completed or corrected and make recommendations to the City concerning acceptance and final payment. Deliverab/e� • Substantial Completion Recommendation • Substantial Completion Punch List • Final Completion Recommendation City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 26 of 48 Final Completion Punch List 4.8 Record Drawings LNV and the project team will prepare and deliver to the City record drawings of the constructed work both in hard copy and complete electronic files for the project in AutoCAD and PDF. Record drawing information will be obtained from redlined drawings prepared by the Contractor. iv • 1 full-size sets of drawings • 1 '/z-size sets of drawings • 1 CD of drawings in AutoCAD and PDF format City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 27 of 48 ADDITIONAL W 1 PERMITTING &AGENCY COORDINATION (AUTHORIZED) 1.1 Building Permit/ Industrial Exemption Affidavit The Engineer will prepare building permits and/or industrial exemption applications, make Final Design submittals to the City Development Services Department, and respond to comments received from the Department until the exemptions/building permits are approved. The actual cost of the permit(s)will be paid by the City and/or Contractor and the permit will be obtained by the Contractor prior to the start of construction. Delivera6L� • Building Permit Applications or Exemptions • Response Documents to City Comments 1.2 General Agency Coordination Engineer will provide coordination with the personnel at the governing State/Federal agencies to seek approval needed to construct and operate the High Service No. 3 improvements. This will involve correspondence with TCEQ during the preliminary design and design phases to work toward their timely approval of the proposed process improvements and/or modifications and to maintain compliance with the City's CT Study, Monitoring Plan,Monthly Operating Report and ACR Exception. The Engineer will provide backup documentation,clarifications, answers as requested by the permitting agencies. The Engineer will provide technical assistance to the City when such support is necessary to coordinate meetings and materials required for the Project. The City will take the lead for permit coordination with all governing agencies except for the permits indicated below. The Engineer will provide technical assistance to City when such support is necessary to coordinate and reconcile permitting requirements for the proposed project. The anticipated major coordination and permitting activities are listed in the tabulation below in terns of the project stakeholders involved and the project components requiring coordination. The actual cost of the permit(s)will be paid by the City. City Pmj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Pmj.No. 120170 Page 28 of 48 Table 3 Permitting Coordination Stakeholder Project Component(s) Lead Design Review Board (Scope is based LNV on approval of the concept at the staff Building Architecture City level). LNV Planning and Development Services Building Permits city Department Hazardous Materials Management Plan LNV Water Dept, Fire Department HMMP , Site Plan Building Permit city Review & Decommissioning (Approval LNV Smith Texas Commission on Environmental to Construct and Approval of CDM Quality (TCEQ) Construction CT Study, Monitoring Plan, Monthly LNV Texas Commission on Environmental Operating Report, ACR Exception CDM Smith Quality (TCEQ) Compliance and Review and Evaluation This task will also include agency coordination meetings to be attended and conducted by the Engineer or the City. These meetings will discuss the project components outlined above and will include the stakeholders listed above (City—4 meetings, County/State—4 meetings, and Private—2 meetings). This task assumes that the total number of meetings will not exceed 10 two hour meetings Deliv r 41� e Agency Meeting Minutes e Meeting Exhibits e CT,MP and MOR submittals to TCEQ e Response Documents to TCEQ Comments Z TOPOGRAPHIC SURVEY (AUTHORIZED) 2.1 Site Survey The Engineer shall provide a site survey of the entire project limits. This will consist of the High Service Pump Building No. 3 site,which includes approximately 21 acres of developed land with paving and existing structures,and 12 acres of undeveloped land. The Surveyor will perform a boundary and topographic survey of the sites, identify all setbacks,easements,rights-of-way,major features and structures at the plant and tie all survey work to the plant's existing horizontal and vertical coordinate system. Contours will be provided for every foot of elevation change, and results of this task will be presented in AutoCAD drawings which can be used as civil backgrounds. The total area to be surveyed is approximately 32 acres. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" Page 24 of 4$ LNV Proj.No. 120170 In addition,the Surveyor will set two (2)permanent horizontal control points/benchmarks on the site that will be used for the entire Phase 2 design and construction work. Deliverables: • AutoCAD files with all spot elevations and 1 foot contours • Two permanent survey control markers 2.2 Subsurface Utility Engineering (SUE) The A/E shall perform engineering services which will result in accurately identifying the location of subsurface utilities,and for acquiring and managing that level of information during the development of the project. These services shall conform to standards and guidelines as described in FHWA and ASCE Subsurface Utility Engineering publications.The final work shall be completed such that all known utilities with potential conflicts are graphically depicted in both a digital and hard copy/plan sheet format. As the design progresses and when necessary,the A/E may be required to locate utilities that have a high potential for conflicts with the proposed improvements. For the purpose of this agreement, "locate"means to obtain precise horizontal and vertical position of the utility line by excavating a test hole. The test holes shall be done using vacuum excavation or comparable nondestructive equipment in a manner as to cause no damage to the utility line. After excavating a test hole,the A/E shall perform a field survey to determine the exact location and position of the utility line. This work is considered quality level A. The SUE tasks shall include— Develop a test hole Location Plan based upon the guidelines set forth in the document: Standard Guidelines for the Collection and Depiction of Existing Subsurface Utility Data,published by the ASCE, current edition,and obtain utility company records as required. 1. Neatly cut and remove existing pavement with the cut area not to exceed 144 square inches. Excavate using a method enabling vertical and horizontal exploration through this cut. 2. Excavate test holes in such a manner as to prevent any damage to wrappings, coatings, or other protective coverings, such as vacuum excavation or hand digging. 3. Backfill with approved material around utility structure. 4. Furnish, install,and color code a permanent above ground marker(i.e.P.K. nail,peg, steel pin, or hub)directly above the centerline of the structure and record the elevation of the marker. 5. Provide a permanent restoration of the pavement within the limits of the original cut at the time of backfill. If the test hole is excavated in an area other than the roadway pavement,the area disturbed shall be restored to equal or better than the condition before excavation. 6. Identify utility locations in digital and reproducible certified plan sheet format. At a minimum, the A/E shall provide the following test hole information: • Elevation of top and/or bottom of utility tied to datum of the furnished plan. • Elevation of existing grade over utility test hole. City Pmj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 30 of 48 • Horizontal location referenced to project coordinate datum. The A/E shall perform all required survey work. • Outside diameter of pipe or width of duct banks and configuration of non-encased multi- conduit systems. • Utility structure material compositions and condition. • Identification of benchmarks used to determine elevations. • Elevations shall have an accuracy of+/-0.1-ft and certified accurate to the benchmarks used to determine elevations. • Horizontal data accurate to within+/-0.2 ft or applicable survey standards,whichever is more precise. Provide the above SUE services (up to 120 field crew ham, including hydro-excavator and operating crew,as required by the contract documents and/or as requested by the City. 3 ENVIRONMENTAL ISSUES (AUTHORIZED) • Provide Phase 1 Environmental Site Assessment(ESA) and Archeology Reports in order to identify areas posing a risk of requiring action/remediation,extending the schedule, and/or exceeding the budget. • The ESA identifies areas likely exposed to a release of a hazardous material or petroleum product in the past or present, or at risk of being exposed to a release in the near future. A release could be into a structure on the property or into the ground, groundwater, or surface water on the property. • A typical Phase 1 ESA consists of a visual site inspection, inspection of property records,and State and Federal database research. • Identify and develop a scope of work for any testing, handling, and disposal of hazardous material and/or contaminated soils that may be discovered or disturbed during construction. • Provide inspection and testing services for hazardous materials directly related to High Service No. 1. This will be conducted prior to the demolition of High Service No. 1 in order to determine what, if any,precautions are necessary while demolishing the existing building and equipment. The inspection will include specific and methodical sampling and testing of the components that will be demolished in this project(Pumps,motors,valves,piping, floor and wall connections,etc.). The results of the testing will be used to develop a mitigation plan and recommendations as to the best way to proceed with the demolition and classify materials for proper disposal. 'v • Phase 1 ESA and Archeological Report City Pmj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 31 of 48 • High Service No. 1 Hazardous Materials Inspection Report • Test Results 4 CONSTRUCTION OBSERVATION SERVICES (TBD) Provide construction observation services as described in Exhibit A 5 START-UP &TRAINING SERVICES SA Facilities Start-Up LNV and other Project Team members will provide start-up services sufficient to transfer finished work from a construction status to an operating,functional system(s). Such services may include review of Contractor's start-up plan,preparation and coordination of a start-up plan and procedures for City personnel to use, observation and monitoring during start-up procedures, and assistance to City personnel during a period of initial operation(commissioning). The commissioning services will provide SCADA system installation inspection services and attend and lead FAT and SAT(IV&V) testing for SCADA systems. Having the engineer perform the factory acceptance testing and the site acceptance testing, as well as providing detailed construction inspection services provide additional quality assurance for the plant and help to ensure that the final product will meet all of the owner's expectations. LNV will coordinate with the Contractor and City in advance of scheduled major systems tests or start of important phases of the work. LNV will validate that the testing program submitted by the Contractor is in conformance with the Contract Documents and will adequately assure that the system(s)will respond properly during normal operations and anticipated unusual conditions. LNV will observe conduct of testing and startup and will verify that the approved testing program is followed and the reports provided are accurate and complete. LNV and other Project Team members will review the Contractor's training plan and instruction materials for compliance with Contract Documents. Contractor or Manufacturer training presentations will be scheduled and coordinated with City personnel and facility operation. Start-up services budget shall be based on providing a Project Engineer(as needed,up to 4 weeks @ 40 eks s/wk),Electrical Engineer(as needed,up hrs/wk),Process Specialist(as needed up to 3 e @ 40 weeks(as needed, p to 2 weeks @ 40 to 2 weeks @ 40 hrs/wk),and an Instrumentation hrs/wk)during facilities start-up. 5.2 Training Support To supplement the training from the Contractors and Manufacturers,LNV and other Project Team members will also provide training support to plant operating personnel on the project objectives, design intent,and system operational rs planned.r edThe training A total of 4 will be both class classroom and hands-on andi s intended to approximately 4 hours a P g No.3 Exhibit"A-l" Service Pump Building City Proj.No.E 1106 ONSWTP High Page 32 of 48 LNv Proj.No. 120170 supplement the information presented in the O&M Manual. Training support budget is limited to a total of 48 hours. D+ellvera6les: • Review Comments on Contractor or Manufacturer Training Outlines and Lesson Plans • Outlines and Lesson Plans for Training of Operations and Maintenance Staff 5.3 Factory Witness Testing Provide specialty engineer to witness factory testing of the special equipment as required by the contract documents. Provide the services of Engineer's staff and other team members as needed up to 26 hrs as required by the contract documents and as requested by the City. 6 WARRANTY PHASE LNV and other Project Team members will provide services after completion of the construction phase, such as inspections during the 12-month warranty period, reporting observed discrepancies under guarantees called for in the construction documents,and provide assistance for resolution of defects to be corrected under warranty. The correction of any defects observed in the inspections is the responsibility of the Contractor and their subcontractors and suppliers. This scope assumes that such services may be required for up to 140 hours ner 12-month warranty periods. Delfverd6Le�: • Correspondence with Contractor and equipment manufacturers • Reports on warranty inspections 7 SCADA & EQUIPMENT O&M DOCUMENTATION (OPTIONAL) The Engineering Consulting services to be provided under this stage of work will include services related to the SCADA system and the preparation of an operations and maintenance manual for the High Service Pump Building No. 3 improvements. 7.1 SCADA Documentation and Equipment O&M Documentation Provide standardized SCADA documentation,which will include PFDs,P&IDs, loop sheets, logics, SCADA architecture, DCS 110 lists, instrument lists,tie-in lists,piping lists,equipment lists, and instrumentation specification sheets. The construction documents will include the requirements within the Construction Contract and specifications that the Contractor is to prepare SCADA documents as specified,for submission to the A/E for review and approval. A/E will provide the final SCADA documentation to City in organized format when approved. Prepare an Equipment Operation and Maintenance Manual for submittal to the City. Incorporate review comments from the City, ONSWTP operations personnel and Program Manager and develop a FINAL Equipment O&M Manual. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 33 of 49 8 PUBLIC INVOLVEMENT (N/A) 9 ELECTRONIC OPERATIONS AND MAINTENANCE MANUAL (TBD) To date the extent of the operations and maintenance documentation for the ONSWTP has been limited to an existing operations manual and individual equipment manuals. While these documents are sufficient to guide the operations and maintenance of the equipment and systems at the facility,the City has indicated a desire to compile a comprehensive plant Operations and Maintenance(O&M)manual that would bring together the information required to operate and maintain the overall facility.The major objective is to provide operations and maintenance staff with quick access to the information that is essential to performing their jobs. The Engineer, in this contract, will only provide the electronic O&M Manual for the ONSWTP High Service Pumping System(HSPS)which can be incorporated into a comprehensive plant O&M Manual. With today's technology, LNV does not believe that an O&M manual should be a static document that is stored on a shelf,but rather should be an interactive web-based tool providing nearly instantaneous access to the stores of information that should be available to the operators. The LNV approach to developing electronic O&M manuals in the most efficient way is to focus on five fundamental issues: • Making sure the content is correct and current. • Developing good interface aesthetics and graphics to provide a pleasing user experience. • Malting the manual usable through attention to proper organization and coherent navigation. • Providing a system that can be easily modified and/or expanded. • Making technology decisions that allow for integration of new technologies,without an excessive technology-maintenance burden on the City. Beyond any other consideration,the content must be correct and focused on what the O&M staff needs to know. The electronic O&M manual format provides the opportunity to keep write-ups on procedures, control descriptions, etc. short and to the point(a fundamental in any web page design as well as in a successful O&M manual).Yet deeper levels of detail can be provided through links in the documents to allow the user to research a problem to its fullest extent, if necessary, for the task at hand. A key to the success of an O&M manual project, in whatever format, is the involvement of the end users. O&M staff at the facility must be provided the opportunity to contribute to the development process in a way that doesn't increase their workload,but does allow meaningful contributions. LNV will work directly with the users in developing and verifying our O&M manual content. The on-line format allows for immediate feedback as the content is being developed—it is published on-line, as it is developed (after our internal QC check), at which time users on all shifts may review and comment directly to the authors. This allows updates to be made the next day in some cases. Delfv rables� • Draft submittal of HSPS O&M manual content shell and format for City review and approval • Draft HSPS O&M manual in electronic format for City review and approval City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNv Proj.No. 120170 Page 34 of 49 • 1 paper copy of the Draft HSPS O&M manual for City review and approval • 1 presentation to City on Draft HSPS O&M manual • Final HSPS O&M manual in electronic format • 1 paper copy of the Final HSPS O&M manual • 1 presentation to City on Final HSPS O&M manual 9.1 Organize Electronic Format and Security LNV will work with the City operations and IT staff to determine the best approach to the electronic format and security access issues. LNV will develop a content shell for review by the City prior to installing the content. This task will include coordination with the City's systems integrator, security coordinator, and technical staff as well as the end users. LNV will organize the electronic O&M manual format to address the user's needs in six areas: • Content • Aesthetics • Usability/Features • Information Maintenance/Expansion • Technology/Implementation • Information Security The site will be designed with the following basic layout: • Functional navigation buttons (help, search, feedback)at the very top of the site. • Topical navigation menu on the left side of the screen. An expanding tree menu system will be used to organize content by process area and topic. The look and feel of the site will be managed using cascading style sheets to make it easy to modify aesthetics across the site. The O&M manual will be developed as a web site, suitable for access using a web browser from a CD,LAN, intranet, or Internet connection. The documents will be in HTML format with supporting graphics in formats described below. The following hardware and software will be used to access/host the O&M manual. Existing City hardware and software will be utilized as much as possible. Any additional equipment or software will be included in the Contract Documents and will be furnished by the Contractor. • Microsoft Internet Explorer with Java and JavaScript enabled • Internet Information Server 27"monitor with 1200 x 1080 resolution City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 35 of 48 9.2 Compile Background Information LNV will research and inventory the historical information and documents that exist for the ONSWTP HSPS by examining the records found at the site and from the central City office files. In addition,LNV will assemble the large quantity of reports and drawings gained from City through previous project work on the Preliminary Design. The information to be researched and inventoried will include the following types of documents relating to the ONSWTP: • Original Equipment Manufacturer Manuals • Design Reports • Construction Drawings and Specifications • Regulatory Applications and Approvals • Materials Safety and Data Sheets • Written Facility and City Policies LNV will compile these documents and coordinate the copying or transfer of the information into the appropriate electronic format. After a review of the design drawings and specifications, manufacturer's manuals, and existing HSPS data systems (CMMS,etc.), an inventory of the HSPS equipment will be conducted in which nameplate information will be collected for major pieces of equipment. That information will be used in the Design Phase. 9.2.1 Standard Process-Level Content Sections The O&M manual content will be developed with several standard sections. The purpose and format for those standard sections are described here. Each of these sections will be presented as topics within a given HSPS. Any section that is lengthy will be provided with an index at the top of the page to allow jumping directly to sections within the page. 9.2.1.1 Opening Page HSPS will open with a file that contains the name of the process area and a schematic showing an overview of the area. 9.2.1.2 Overview The Overview section will provide a brief(2 pages maximum)description of the HSPS including the HSPS objectives and brief descriptions of how those objectives are accomplished and components used in the area. Schematic diagrams of the area will accompany the description. Each Overview will contain the following headings: • Purpose& Objectives. • HSPS Fundamentals and General Description. • Sub-Systems. • Relations to Other Systems or Processes. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 36 of 48 9.2.1.3 Theory The Theory section is used to briefly describe HSPS theory(where applicable)and specific application of that theory to this HSPS. The section includes sample calculations. 9.2.1.4 Design The Design section presents design criteria for the HSPS. This section presents process-level design criteria and major equipment design characteristics; equipment data are provided in the Components section. The criteria will be presented in two-column tabular format,with the HSPS parameter in the left column and the design value in the right. When the design criteria are longer than a single screen, an index will be provided at the top of the page to sections in the page. 9.2.1.5 Control The Control section presents a description of typical modes of control and control strategies for the major control loops in the HSPS. The strategies will include interlocks,permissives,and alarms. Specific operating procedures are given in the Procedures page. For each meter,gauge,and other analytical equipment, ranges and set points will be displayed.A screen shot of each control panel will also be included,with callouts for major items on the panel along with a description of those items. 9.2.1.6 Procedures Standard operating procedures(SOPS)will be developed with the following sections: • General Overview. • Normal Operation. • Abnormal Operation. • Emergency Operation. 9.2.1.7 Safety This section will include safety information specific to the HSPS, including descriptions of area-specific hazards and precautions. Each HSPS-Specific safety section will contain the following headings: • Hazardous Materials • MSDS Links • Personal Protective Equipment Requirements • Confined Spaces • Fire System(extinguisher locations, sprinkler systems,hydrant locations) The section will also contain an area-map locating safety-related items (chemical locations, fire extinguishers,fire hydrants,emergency eye wash,etc.) City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 37 of 48 9.2.1.8 Drawings The Drawings section provides a listing of all CAD drawings pertinent to the HSPS. The summary list will indicate Drawing ID,Title and Discipline. The list will also provide links to view details about the drawing or to view the drawing itself. 9.2.1.9 Components The Components section provides a listing of all major equipment components within this HSPS. Information will be presented in a tabular format and include the following columns: • Name-The common name for the component • Equipment Number-The component ID tag as specified on the design drawings • Characteristics-The characteristic size,capacity,etc.for the component • Function-A brief description of the component's function in the process Each equipment number will be a link to a detailed report for each component,which will include basic equipment data(manufacturer,model,etc.)as well as lists of photos,design drawings, manufacturer manuals,and recommended routine maintenance. The equipment data will be developed from an inventory of all of the equipment in the HSPS. 9.2.1.10 Troubleshooting The Troubleshooting section presents, in a tabular format,typical problems,possible causes,and remedies for HSPS-level problems. The table will include the following columns: • Symptom • Possible Cause • Remedy 9.2.1.11 Alarms The Alarm Response section will be similar to the troubleshooting guide both in scope and organization. Alarm summaries will be listed first by the alarm name followed by the numerical designation. Following this information will be a list of possible causes and suggested responses. The set of causes and responses will be listed like a troubleshooting guide, organized to present the most obvious cause of the alarm first and the least likely cause of the alarm last. 9.2.1.12 Routine Maintenance The Routine Maintenance guide will identify the maintenance tasks recommended by the manufacturer to be performed for each piece of equipment. They will be organized in the database and presented in the detailed report for each piece of equipment. 9.2.2 Facility-Wide Reference Sections As part of the on-line system LNV will also develop non-specific information areas that will assist in the overall management and operation of the HSPS. These areas are listed below. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 38 of 48 9.2.2.1 Home Page The Home Page will be a map of the HSPS with links to treatment units. 9.2.2.2 Directives This page will be used by the Senior Operators to post operational directives for other operators. These directives will include: • Operating set points. • Equipment Out of Service. • Shift Schedules. It is anticipated that the page content will be updated on up to a daily basis. 9.2.2.3 Regulatory Documentation &Reports Links to PDF versions of the major facility regulatory documentation and reports are provided here. These include Storm Water Pollution Prevention, Spill Prevention, Control and Countermeasure, CT Study,Monitoring Plan, Monthly Operating Report. 9.2.2.4 Drawings This section allows users to search and display PDF Record drawings related to the plant. 9.2.2.6 MSDS This section allows users to search and display lists of Materials Safety and Data Sheets and to review the resulting MSDS. 9.2.2.6 Manufacturers O&M Manuals This section allows users to search the database of scanned manufacturer manuals,and view the resulting PDF files(where available). 9.2.2.7 Help/About This will be a help file that describes how to use the manual 10 CONFORMED CONTRACT DOCUMENTS (TBD) The Team will incorporate the addenda changes into the plans and specifications to provide conformed Contract documents. All drawings will be stamped conformed. Half-scale plans will be provided with laminated covers bound with either GBC comb or spiral binders. De1'veraWes: • Contract Addenda as necessary • Pre-Bid Meeting Agenda,Presentation,and Meeting Minutes for Addenda City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-l" LNV Proj.No. 120170 Page 39 of 48 • Bad Tabulation • Contract Award Recommendation Letter • Conformed Plans and Specifications • 3 copies of the Conformed Plans and Specifications(half-scale plans) • CD in electronic character recognition Adobe PDF and Word 2007 format 11 EXISTING FACILITIES CONDITION ASSESSMENT (TBD) The Engineer will evaluate the condition and treatment reliability of the existing facilities at the ONSWTP to define the condition of the existing structures and equipment that will remain in service after the High Service No. 3 improvements are complete. The purpose of the condition assessment is to evaluate the suitability of the existing structures to provide up to XX years of reliable service and equipment to provide up to XX years of reliable service. Engineer will make appropriate recommendations for improvements to achieve the XX and XX year goals.Table 4 presents the processes, structures,and equipment that will be evaluated. Table 4 Condition Assessment-Structures & Equipment High Service No. 2 Building, Equipment, Controls, etc. Clearwell No. 2 Structure Yard Piping Including Valves Connectivi , Condition, Age, Operability Electrical Infrastructure MCCs, PCRs, VFDs, Alternate Power Flows, Pressures, Vibration, Temperature Instrumentation Chlorine, and Ammonia As the desi n and construction tasks that may result from the condition assessment cannot be defined exactly at this time they are excluded from this SCOR2 of work. The Engineer must have authorization from the City to proceed with such design and construction tasks. Delivera6l� • Condition Assessment PDR City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 40 of 48 12 WINDSTORM CERTIFICATION (AUTHORIZED) Engineer will perform Windstorm calculations, inspections, and provide certification for the following structures: 1. High Service Pump Building No. 3 &Electrical Room 2. Alternate Power Building Extension and Fuel Storage 3. Cable Tray Supports • Prepare WPI-1 form in accordance with the requirements of the Texas Department of Insurance (TDI)for Windstorm for the each of the New Structures; including foundations. • Review design calculations for new building structures and foundations to insure design is in accordance with the International Building Code 2003/2006 and Texas Dept.of Insurance for Windstorm compliance. • Perform wind pressure calculations in accordance with the International Building Code 2003/2006 for all building envelopes to insure all component and cladding elements meet or exceed the requirements of TDI for Windstorm. • Review all necessary submittals for foundation reinforcing,wall and floor framing, windows/frames/anchoring, doors/frames/anchoring, louvers/frames/anchoring and roofing for compliance with TDI. Initial submittal review and one(1)re-submittal review is included in this contract. Additional review of re-submittal's will be performed at an hourly rate of$150.00. • Perform necessary inspections during the entire construction process for all buildings and their respective foundation systems as required to visually verify that all foundation reinforcing, anchorage,primary and secondary framing, connections, sheathing installation,doors,windows and louvers are all constructed as designed. Additional re-inspections will be performed at an hourly rate of$150.00. • Submit WPI-2—BC-5 forms upon completion of construction to receive the WPI-8 Windstorm Certificate. Windstorm Certification Requirements: The Contractor/Owner shall be responsible for providing all necessary Design/Assembly Documentation for all windows,doors, louvers...etc.to the Windstorm Engineer/Inspector as required to conform to the requirements of the Texas Department of Insurance. All windows,doors, louvers...etc.,at a minimum, shall meet all positive(inward) and negative(outward)wind pressures for "Components and Cladding" in accordance with the International Building Code 2006(IBC 2006 with latest Texas Revisions)as calculated by Texas Registered Professional Engineer for the specific project. All Custom-Built Doors/Windows must be tested for the appropriate wind design pressures with a certified facility as approved by the Texas Dept.of Insurance prior to receiving any certification. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 41 of 48 13 PEER REVIEW COORDINATION AND RESPONSE Anticipated effort is based on providing these services over the course of the 20 preliminary design/design periods consisting of 12 workshops and 5 preliminary and design submittals. • The City has retained the services of Peer Review Team to review Project Deliverables and provide comments to City and Engineer. Engineer will respond to standard review comments from the City's Peer Review Team.Design revisions based upon Peer Review Comments are not included in this Scope. • Participate as directed by the City in Peer Review of the project with the City and a Peer Review Team,a separate dedicated engineering team for peer review that is contracted by the City. 14 HIGH SERVICE PUMPING SYSTEM ENERGY AUDIT & ENERGY CONSERVATION EVALUATION (TBD) Energy represents the largest controllable cost of providing water services to the public.Many facilities were designed and built without energy costs as a major concern. With large pumps,drives, motors, and other equipment operating 24 hours a day,water utilities can account for some of the largest individual energy expenses incurred by a local community. At a time when many communities are striving to reduce operating costs and greenhouse gas emissions, an energy audit can provide the tools and resources necessary to help eliminate energy waste and lower operating costs of wastewater utilities. A review or thorough study of a facility's energy performance will identify areas for operational improvements and cost savings such as labor, chemicals,maintenance, and disposal costs. A thorough energy assessment may alert managers to other issues that can be identified and explored for further energy reduction measures.An unexplained increase in energy consumption discovered through a utility bill analysis may be indicative of equipment failure,an obstruction, or other problems associated with facility operation that may have not been exposed otherwise. A water facility energy audit by LNV allows the facility owner to discover ways to save money by improving the energy efficiency of current operations. LNV will examine controls systems and high service pumping to offer recommendations for operational improvements. Typically these may include variable frequency drives for speed control, SCADA control systems,pumping operations,scheduling, building-related inefficiencies,and other upgrades to help your facility use less energy. As part of the energy audit,LNV will provide a High Service Pumping System energy analysis and strategic operating plan offering recommendations for retrofitting,replacement, and energy conservation opportunities.The plan contains a financial payback analysis, including estimated annual savings, estimated cost to implement, simple payback, and a savings-to-investment ratio(SIR)for each recommendation. This allows the owner an opportunity to prioritize energy efficiency measures according to your capital budget and allows you to forecast for future capital expenditures. LNV will provide the City with a strategic commercial energy management plan which prioritizes the most cost-effective recommendations for energy savings. The plan includes: City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 42 of 48 • A comprehensive list of recommended energy investments with the best paybacks and savings to investment ratios • A detailed list of low-cost opportunities for energy savings • Recommendations for energy improvements that could be implemented with the High Service No. 3 construction • Current and projected energy use • Annual electric consumption/costs • A comprehensive analysis of existing energy inefficiencies • A list of potential energy rebates, incentives,grants,and other funding opportunities • Renewable energy opportunities and feasibility • Energy management strategies and how they can be implemented • Inventory and description of existing conditions 14.1 Elements of the Audit Report LNV will prepare an Energy Audit Report that incorporates each of the following elements: 14.1.1 Historic Energy Consumption 1. Compile energy usage and costs for the High Service Pumping System for the twelve months prior to the audit including kW,kWh,BTUs,therms,etc. and shall include billing meter readings that corroborate usage. 2. Identify the utility rate schedule under which services are provided to each meter. 3. Enter the required building and utility data into the U.S.Environmental Protection Agency's (EPA)Portfolio Manager energy benchmarking system for comparable water energy performance. 14.1.2 High Service Pump Building or Measure Description: Characterize facility usage and occupancy profiles, size, construction features including an assessment of the building envelope (windows,doors, insulation, etc.)and pump equipment description and operations. 14.1.3 Equipment List: Provide a detailed inventory of-equipment,which contains pertinent information for all energy consuming equipment including estimate of equipment efficiency and remaining useful life. For example, for pumping and controls (i.e.VFDs, actuated valves, etc.),provide power ratings, manufacturer-claimed efficiencies,power consumption and current energy costs per pump. City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 43 of 48 14.1.4 Energy Conservation Measures: Provide a narrative summary for each energy conservation measure recommended.For example,for lighting recommendations, for each area of each building,provide proposed fixture type,proposed lamp type,proposed lamp count,proposed ballast type,total watts per proposed fixture,projected energy savings per room,projected energy cost savings per room and before and after lighting levels. Similar detail will be provided for other measures. Clearly document the key assumptions made in analyzing each measure and describe the method of analysis. The Energy Audit and Analysis Fee includes: • Preliminary engineering consulting services to provide the City with the preliminary scope of work, estimated installed cost, estimated annual kWh production and resultant energy savings, and a financial analysis including all available incentives. • (2)Bound color copies of the Feasibility Analysis • Electronic Copy on disk • (4)Engineering site visits • Client consultation • Presentation of Energy Assessment 14.1.5 Limitations 1. LNV, Inc.will rely on the accuracy of any information submitted to us by the City in the performance of our services,and will not be held responsible for errors or inaccuracies contained in information provided to us. 2. Detailed Pump Station energy simulations will not be performed. The study will employ techniques that rely on historical information compiled over the years from similar facilities. Individual Pump Station performance will not be modeled in great detail. Rather,Pump Station type, size and occupancy will be used to form a rough calculation model of the Pump Station(or specific equipment)energy usage for use in determining the estimated results of energy conservation measures. Likewise,construction costs will also be based on historic data compiled from similar installations, and engineering opinion. Delivera6/e� • Draft and Final Feasibility Analysis 15 PHYSICAL LABORATORY SCALE HYDRAULIC MODELING STUDY (TBD) Conduct a physical hydraulic modeling study for proposed pump station design. The hydraulic modeling study will construct a laboratory scale model to simulate the pump station and piping system, evaluate proposed piping and pump station layout to identify abnormal flow conditions,and recommend City Proj.No.El 1066 4NSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120 170 Page 44 of 48 improvements.The other objective of the study will be to evaluate piping design alternatives for cost savings if desired by the City. The laboratory scale hydraulic modeling study will be performed upon completion of 3 0%preliminary design based on City-selected design option. De/ivera6les: • Final Physical Laboratory Scale hydraulic Modeling Study Report. 16 DISINFECTION CT EVALUATION (TBD) Review current disinfection CT report and perform a disinfection CT evaluation based on proposed HSPS No. 3, Clearwell No. 3, and piping improvements and disinfection application point modifications. Determine disinfection CT deficiency as a result of increased treatment capacity and recommend improvement options for implementation in a separate project. Modify current CT report to reflect revised disinfection zones and associated detention times to obtain disinfection credit. Coordinate with TCEQ and submit revised CT study report. The disinfection CT evaluation will be performed in the final design phase of the project and will be coordinated with the Clearwell No. 3 project. Delivera6/es: • TCEQ-approved CT Study. 17 PLANT PROCESS AND HYDRAULIC EVALUATION (TBD) Assess the hydraulic and process ratings for the plant and identify any regulatory,operations,or capital improvement requirements to treat increased production capacity of 178 MGD to meet ACR requirements by year 2025 and the 200 MGD plant re-rating goal. Review TCEQ design standard for each process units including coagulation, flocculation,sedimentation,filtration, chemical system and solids residual handling process (The raw water pump station and raw water delivery system are currently being evaluated under a different project).Interconnection piping and pumping system between the process units will be reviewed also to identify any hydraulic limitation for increased capacity.Review the hydraulic profiles for the plant and identify hydraulic bottlenecks at a higher plant capacity. Develop strategies to achieve a higher plant rating.Prepare technical memorandum to summarize the evaluation results. Delfvera6les: • Technical Memorandum 18 ELECTRICAL STUDIES (AUTHORIZED) Provide study for High Service Pumping System and Alternate Power electrical short circuit prevention, coordination study, and motor starting study for medium voltage service. These studies are City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 45 of 48 recommended to develop detailed relay protection schemes to protect the distribution system while managing Arc Flash and fault current hazards. These studies are important to maintain the safe and reliable operation of the plant, as well as minimizing plant down time. Deliverables: • Technical Memorandum 19 CONTROL LOGIC &APPLICATION DEVELOPMENT (AUTHORIZED) Assist the City with defining and documenting the User Requirements Specifications(URS)for the control system. Control Logic and Application Development is a necessary step in designing,writing, and implementing the proper control logic. This task also insures that the control logic and applications meet the owner's expectations and requirements and that the components function properly before being integrated into the rest of the system. • Provide engineering services required to develop and document the Detailed Functional Specification(DFS)based on URS. • Provide engineering services required to develop and document the control system's Sequence of Operation(SOO)based on DFS. • Provide engineering services required to coordinate the integrators development of the Human Machine Interface(HMI) graphics for the operator work stations. • Provide engineering services required to coordinate the integrators programming of the specified PLC platform according to the SOO. • Provide engineering services to coordinate the integrators verification and demonstrate to the City that the PLC and HMI operator workstation function as designed prior to installation in field. De1iv • Technical Memorandum(for each task) 20 CONTROL SYSTEM INTEGRATION (AUTHORIZED) Provide engineering services to determine and specify all control system configuration parameters such as PID parameters, set points, and alarm levels required to achieve correct operation, alarming, emergency notification, and response associated with the automated control system. Engineer will include parameters for new pumps and equipment as well as modification to control system parameters for existing equipment. Provide engineering services to oversee integration of the new PLC panel into the existing SCADA system. Configure Historical server, integrate HMI screens into existing system-wide HMI.Verify and demonstrate to Owner stability of the new, integrated system. This task is City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 46 of 49 subsequent to the Control Logic and Application Development. After the logic and applications have been developed the operating parameters will be programmed into the logic. The applications will then be integrated into the existing system and the pertinent equipment. Once integrated,the systems will be tested for proper functionality. 21 PROJECT MANUAL (AUTHORIZED) Provide a complete Project Manual that will serve as a communication tool and work plan. The Project Manual will be a living document that will evolve throughout the life of the project. The Project Manual will include, at a minimum,the following elements: • Project specific summary and background information • A list of key stakeholders and their responsibilities • A discussion of the project parameters • Project Schedule • Project Budget • Key Success Factors • Key Risk Factors including a Comprehensive Risk Management Strategy • QA/QC program and strategy • Communication Plan Under this task,the Engineer will prepare a Project Manual (PM)that will be distributed to all project team members. The Manual will be prepared by LNV's Project Manager and will contain the scope of work,project directory, communication protocols, schedule,budget,calendar, standards, and Quality Assurance/'Quality Control procedures for the project. The PM will document the plan to achieve timely project delivery, encourage the consistent application of cost control strategies, and devote the utmost attention to quality control. The Project Manual will be developed and maintained throughout the life cycle of the project. This comprehensive document shall continuously evolve and govern all project activities in order to enable the Owner to demonstrate, at any time and to any stakeholder,that the project fits into the Owner's mission and clearly contributes to achieving the Owner's strategic objectives. The Project Manual will also ensure that the project is planned and managed appropriately to limit risk and efficiently produce the desired outcome. Qelfvera6/esI • Approved Project Manual 22 PROGRAM MANAGEMENT & PROJECTS COORDINATION The A/E shall attend additional Program Management and project coordination meetings as needed. The additional coordination services shall be provided as needed (Project Manager up to 400 hrs). City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 47 of 48 These services will be provided for the purpose of coordinating the efforts of the various related Water System projects with this High Service Pump Building No. 3 project. The AIE will coordinate with the City,Water Program Manager,and other design consultants on the various Water System projects. Coordination shall consist of A/E's attendance of meetings to jointly discuss and communicate project requirements and various other correspondences to promote continuity across multiple Water projects. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 48 of 48 �mnmunumi�n�munu� en�wn�i��nnu�Nn�Eiiuiimu w i i e�nenm�nnu�mmxm 0 IIIIYIYII�II�YIIII�YIIIRIIIIfY D liiiiiiiiiiiiiiiiiiiikiiiiiiiiiiiIIIIII1YIIIIIIfYIlpliNll o mn��nnm� ��II�YIIII Y � i D filliffillifilluffillhi, IIIIIIN IC IfOilffififfifitill "li�IiiilliME m 111 1OYNO �iYElifi01 NUNN, m Will fElNilE �IfuffiPl INYd �mhrnnninm���mi �mmn� ��m��umnummnm�mi�i�nm�iu DIIIIAdA�I,VV�IIBIf��I�'�I�I�IIVIIIII�II�I� III II i1111Y�idIIlYII11�YI�YI�I�H�Y IY ICY 011rll��lll YII�II��I�IfII�YI��l�ll�l��lw mlll��N�I�II�IY����YIIIY f�IOIYEIIYIlY1�Yl mlflllY�IiIfY�Y� �YI�fOY&��o111Y�I1Y11YI1�I�Y DIIINI�mIiIfYfWN1Y11fI1�ifYINIYIIYI�Y11iIlY kilkilk Ifill 11 11 Im �fl fiNlfiififliYi111iY ii�iiif iN�Y�I�� r X_ M C. d. CO I IT I �e 8 IN a M E �� B CL E jR m � - T 9 l e g�-1 L 8 � RIP mo gQ g I*c «i "I'll, n N " , I ,, g O i rR 3 s ;1 TIs is� 1 a a s yya as a as sa ]a as ya K fill 01. 11 9 � 1.1 11, N i R�3 S ggg- x!fi •gg iak FAT.i1M� r"I `NV In association with; DATE August 30,2013 @n9e nears [ arCh teCts contractors COM Smith:Yue Sun,P.� BY;MJN 8 YS&Bs Bath:Bill stark,P.E. ROJECT- QN5WrP High Service Pump Bullding Na,3 ROJECT NO,: E11066 �i//r%� �3' . 1 Mechanical Induding Pumps,Motors,Piping, 1 LS $ 3,175,000 $ 75,000 Valvin ,&Crane 2 Yard Piping Including Valving and Tie-Ins(CWs, 1 LS $ 2,266,000 $ 2,265,000 WWSPS,&HSPB2 3 Pump Building Including Foundations&Vaults 12000 SF $ 200 $ 2,400,000 4 High Service No.3 Electrical, Instr,&Control 1 LS $ 4,100,000 $ 4,100,000 5 Civil Site Work Induding Grading,Roads,Parking, 1 LS $ 1,100,000 $ 1,100,000 Drain!9e, Demo,&Misc.Structures „ 3440 0 a H,iGH;SERVkCIfiNQ 3$UB TOALI/ ///,',i;% _ ,,,�, B Alternate Power Electrical, Instr.&Control 1 LS $ 2,000,000 $ 2,000,000 Including New Generator 7 Alternate Power Building Extension&Fuel Tank 1400 SF $ 225 $ 315,000 Fours anon „ ; ;;gLTERNATE',.POIfifER 806 TOfALr �"O"', %i,315,00 i Ann, ii„ CONlBINIEWSUB ,TOT $r NTESTING(I.0%) ONTINGENCY 30% CON5TRUCTION SUB TOTAL. 2043$ 5 DESIGN-BASIC SERVICE(8,0%) $ 1,597,0ENGINEERING-ADDITIONAL SERVICE5(2.0%) $ 400,000 OPOGRAPHIC SURVEY(0.3%) 60,000 CONTRACT ADMINISTRATION 3.0% $ 599'000 ENGINEERING SERVICES 3.5°/a 699,000 CONSTRUCTION INSPECTION 3.5% $ 699 000 $ 200,000 BOND INSURANCE(1.0%) $ 200'000 MISC.{PRINTING $ 100,000 , ETC)(0.5%) ADMINISTRATIVE SUB TOTAL $ 4,560,000 rig CONSTRUCTION TOTAL(2016$)"°b 1 $21,843,000 PROJECT TOTAL(2016$)Not°1 $26,373,000 N T : 1. Preliminary construction prices are based on recent and historical data on local projects in Corpus Christi and costs should be escalated 3%per yr to the midpoint of construction in 2013 dollars. 2„ Items not included in the estimate are any structures or equipment identified during the condition assessment as requiring upgrades, rehabilitation,or replacement. Appendix A2 Preliminary Estimate of Probable Cost ONSWTP High Service Pump Building No,3 Page 1 of 1 I.NV Project No.120170.000 m CL Ll is a r l , r i r i t ti, c $ o ti a 4A` 4D T+ II W Q� n N rl ��-1 .�i w H Y w ell Fy lV N !V N N — 11..,, ,.m ..�. ......rm... N A ... �BU0.DING TO BE 0 r 04CREASED 73X .. _� .. o t�C �Tw w" � � .""°•,�^ ^� :. "" � PROPOSED FT1EL TANK °,,. .•""" y . ".H. NI^ M •�� ��„ HIGH 5,FruICE- 1• r �• 4 y NO I �--x Fn MSPEU �• FROM PGR 2 ; PROPOSED 49' . NNECnON TO CQCIfANNfF71 N0.1 r POSED�CONNECIION TO W(VALVE �� CLFJ,RYY „NO T�9 r ,,""� � ,�•• i J/f 1fYALNE ,,,r" PROPOSED ROADWAY PROPOSED 49• ... hA REHARWATION TRANSM CLEARWELL e • "w.. •• MAIN METER I % NOA 4 M.G. PROPOSED 72'YAWS ,FEED HSP83 rr a .... " + • ,• ti 'dry I CAUSTIC • ^n '• �TANKS PUUCI SERVICE • u. NO 2 CLEARWELL /r •. ." i NO,$ 10 M.G. PROPOSE. r �l F CABLE TRAY •'�� I ,. WASH WATER 0 SUPPLY PUMP r STATION " e s �`�"`"' PROPOSSFA ROADWAY � • • REPLACE k MOORY. �, � � � �� • ,,,a SEWER G STORY ",. "" ,�",� tee. rr r,.,r•„r. « r.,,., ""'„„� � w�,�/ � w i,. � raw 6, LEGENDmW tltl �ti FUTURE MEARWELL NO.3 (RflURE CONTRACT} PROPOSED HIGN SOME NO.3 (TFMS CONTRACTS �a FUTURE CLEARWELL PROPOSED CNiL,ISITE IMPROVEM MB (THIS CONTRACT) 12.5 M.G.333.0/ /!,r (UNDER SEPAPATE CONTRACT PROPOSED ELECTRICAL IMPROVEMENTS (M CONTRACT( - OEMOUTION/ABANDON EQUIPMENT t PIPING MM CONIRACh ;,r9 r / " PROJECT r d�✓ MART METE7i r ` „�,,, / r u �• * � PROPOSED HIGH SERVICE r.. '." 'BUODMIG 40.3 j � f ..." w 4 a,yp9 avEwU Pw+T urour Appendix C .� ..� Lmv CITY OF CORPUS CHRISTI,TEXAS �Ra� O.N.STEVENS WATER TREATMENT PLANT "0'""'•i"°^"'°"i m°'°00" HIGH SERVICE NO.3 CONCEPTUAL SITING EXHIBIT ._ w 4mR��•DIA14 am7/16/13- EXHIBIT "B" MANDATORY INSURANCE REQUIREMENTS & INDEMNIFICATION FOR AIE PROFESSIONAL SERVICESICONSULTANT SERVICES (Revised October 2010) A. Consultant must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. The Consultant must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Consultant must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following minimum coverages by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for all liability policies, and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-Day Written Notice of Cancellation, Bodily Injury& Property Damage non-renewal or material change required Per occurrence- aggregate on all certificates COMMERCIAL GENERAL LIABILITY $1,000,000 COMBINED SINGLE LIMIT including: 1. Broad Form 2. Premises-Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors AUTOMOBILE LIABILITY to included $1,000,000 COMBINED SINGLE LIMIT 1. Owned vehicles 2.. Hired— Non-owned vehicles PROFESSIONAL LIABILITY including: $1,000,000 per claim 1$2,000,000 Coverage provided shall cover all aggregate employees, officers, directors and agents (Defense costs not included in face value 1. Errors and Omissions of the policy) If claims made policy, retro date must be prior to inception of agreement; have extended reporting period provisions and identify any limitations regarding who is an Insured WORKERS' COMPENSATION Which Complies with the Texas Workers Compensation Act EMPLOYERS' LIABILITY 500,0001500,0001500,000 EXHIBIT Page 1 of 3 K lEngineering DataExchwWUENNEFERT0RMSW_A blt 8 for Large.dom C. In the event of accidents of any kind, Consultant must furnish the Risk Manager with copies of all reports within (10)ten days of accident. D. Consultant must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. E. Consultant's financial integrity is of interest to the City; therefore, subject to Successful Consultant's right to maintain reasonable deductibles in such amounts as are approved by the City, Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A-VII. F. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Consultant shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 Fax: (361) 826-4555 G. Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: L Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation and professional liability policies; ii. Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; iii. Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and iv. Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. EXHIBIT"B" Page 2of3 KWNineering DalaE=har ge%JENNIFERTORMS1Exhibil 8 for Larye.doaa H. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Successful Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. I. In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to stop work hereunder, and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. J. Nothing herein contained shall be construed as limiting in any way the extent to which Successful Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of the work covered under this agreement. K. It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. L. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. INDEMNIFICATION AND HOLD HARMLESS Consultant shall indemnify, save harmless and defend the City of Corpus Christi, and its agents, servants, and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and attorneys' fees, for or on account of any injury to any person, or any death at any time resulting from such injury, or any damage to any property, which may arise or which may be alleged to have arisen out of or in connection with the negligent performance of Consultant's services covered by this contract. The foregoing indemnity shall apply except if such injury, death or damage is caused by the sole or concurrent negligence of the City of Corpus Christi, its agents, servants,or employees or any other person indemnified hereunder. EXHIBIT Page 3 of KkEngineWng DaftExdvm@UENN1FERTORMSTAbt BforLw9a.dom s it CON O Ilia 00 x000001 11 I V: w N !I► M �1i d w Go Is cqu IL kL fill I lilies I I I , I .. OW '! of 1 • M BH AASSSIGt FD BY CITY r�ss PURCHASING DIVISION (lily moo f CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112,as amended,requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: LNV,INC. P.O.BOX: NIA STREET ADDRESS: 801 Navigation,Ste 300 CITY: Corpus Christi ZIP: 78408- FIRM IS: 1. Corporation ® 2. Partnership ❑ 3. Sole Owner ❑ 4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this ge or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an 'ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Job Title and City Department(if known) NIA 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Title NIA 3. State the names of each"board metnbee,of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Board,Commission or Committee Dan S.Leyendecker Marina Advisory Board 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on an matter related to the suWect of this contract and has an "ownership interest" constituting 396 or mote of the ownership in the above named"firm." Name Consultant NIA FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official,employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349(d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement,that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas as changes occur. Certifying Person: Dan S.Leyendecker,PA Title: President rr�r or PdM: SSi� tifyi ture of Cerng Date: DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Economic Benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a frill or part- time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain,whether professional,industrial or commercial,and whether established to produce or deal with a product or service,including but not limited to,entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint stock company,joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official:' The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers,Department and Division Heads,and Municipal Court Judges of the City of Corpus Christi,Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. �\���\1 8111@ 111111U1g1�1U�1101`�111UlIW�UN�1111@ 1�11YMIRluYRlUllllllWNINUlUU1VI1W4M0'S4gbN�lU 1 @1V!VUl1ll111111�111U11V11011 V�1 " ALI oil �IN1 wV4YU�YUKfl�O\ll�Y111N1UUU1111111d�Vdk�V �g1VIlU1� NIIUIIUU0110UIlbl�\�10U W W ~ V Z � � � o c� H � W Y • C « I O z / lll11% JrJJIDJ� ,� � � ,r:,.. �������oannnn��r�n�wuruuHUnimmui!�Hi�uow�ra�nNUNi�nuN ,rkf � rn i( N Lo'�NVh O U uj ri z r l �� �ye. 11 �11 7 1 I'✓U�. i I, %J ! m U O i J 2 W 0 l�llll JfJJIDJ� ��� L"' owwvvvms�n�wuruuaonimmui!wHimouou,�rra�nwuwmuw. r Z LA co ch 0 C N � ���������ruwi timuuiumnwiuuww�wirau inm»uiAUOUwowtiwiom U 1i1 a 4) • m ,-NNNNNI ,.� O 4) 9 OC V r z -00 .I-.N o O N 4) . a s " O C Ln LL v ° N �U C: o � _ Z � . a O 0 cn V O U U LL co _N C:` � O LA +� 0 U N o L • � Illllu, E U U a N N W +-+ a..+ ateJ LL V U Q ` Q) N �U p 0+_+ I i(� ��111% J�JJIDJ� noom musouvsoauwUUrvn>Nti`nnoavuuNOODUVVnnamuuw r v LA, Q ch ������atitNNN1V@ IIIIpttpllilwul9il4�1?AA 1IDll111140uMINW91UWVN10 u Ij C) C) C) C) C) C) C) C) C) C) CD O CD CD CD CD CD CD CD C) C) C) C) O 0 0 0 0 0 0 o C7 0 o M, LO 0 0 LO O O LO 0 0 (D m I` O O r- O C7 I` OO O LO co 'IT O Co- co 1� � CO OO CM CO co CM N (D m 1�+ L Cfl C N Cfl K} V • � : a LL O L Z J O 70 Q w >, o O o _ co O J W 70 m a 04 -W w a _ p N 0 w Q O U LU U) N a) a) N m 04 N CJ N m Q Q 2 N ~ (n co O U co L cn J w I) 0) L Q Z ca Z E Q .2L) O c O O N N N O IL w w o O Q H a i G° SC 'M000FpRR1 0 is AGENDA MEMORANDUM Future Item for the City Council Meeting of October 8, 2013 Action Item for the City Council Meeting of October 22, 2013 DATE: October 8, 2013 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP @cctexas.com (361) 826-3227 Certification of 2013 Tax Levy CAPTION: Motion approving the 2013 Property Tax Levy of $89,809,808.21 based on the adopted property tax rate of $0.585264 per $100 valuation, in accordance with Section 26.09 (e) of the Texas Property Tax Code. PURPOSE: Approval of the certified tax levy by the governing body is required by the Texas Property Tax Code and is the last step in complying with the "Truth-in-Taxation" guidelines as it relates to the adoption of a property tax rate and the assessment of property taxes. BACKGROUND AND FINDINGS: The Texas Property Tax Code establishes rules for approval of the property tax levy. Section 26.09(e) of the Code requires the tax assessor to submit the unit's tax levy to the governing body for approval. The tax levy is the amount of current property taxes to be collected for the fiscal year (FY), which is derived by applying the adopted property tax rate to the certified appraisal roll. The property tax levy for 2013 that is based upon a property tax rate of $0.585264 per $100 valuation and a taxable value of $15,566,510,538 is as follows: Tax Levy Component $58,655,545.70 Supporting the City's maintenance and operations ($0.376806) 32,449,636.54 Supporting the City's debt service ($0.208458) $91,105,182.24 284,389.70 Add: Net Late Rendition Penalty — Personal Property Accounts (1,579,763.73) Less: Over-65/Disabled Homestead Frozen Levy Loss $89,809,808.21 2013 Ad Valorem Tax Levy As can be seen above, additional revenue for a late rendition penalty on personal property accounts is considered in the computation of the tax levy. The Chief Appraiser may impose a penalty on a person who fails to timely file the required rendition statement or property report on all tangible personal property used for production of income that the person owns or manages and controls as a fiduciary. The tax assessor shall then add the amount of the penalty to the amount of tax imposed on the property and include that amount on the individual's tax bill. Additionally, the over-65/disabled homestead tax freeze is an important factor in the computation of the tax levy. Fiscal year 2013-2014 reflects the effect of the ninth year of implementation of the over-65/disabled homestead tax freeze. The loss of tax levy due to the tax freeze as compared to prior years is reflected in the following table: Fiscal Year Levy Loss FY 2013-2014 $1,579,769 FY 2012-2013 $1,225,650 FY 2011-2012 $ 1,508,251 FY 2010-2011 $ 1,663,134 FY 2009-2010 $ 1,740,803 FY 2008-2009 $ 1,500,522 FY 2007-2008 $ 1,210,235 FY 2006-2007 $ 650,651 FY 2005-2006 $ 396,701 It should also be noted that property taxes budgeted in the FY 2013-2014 budget were based on the net appraised property values certified by the Nueces County Appraisal District of $15,535,771,168 — made up of 100% of the values of the properties not under protest and 85% of the values of the properties under protest. The total taxable values certified by the Nueces County Tax Office of $15,566,510,538 include 100% of the values of the properties not under protest and 100% (versus 85%) of the properties under protest. This accounts for the $30,739,370 increase in assessed values certified by the Nueces County Tax Office. In the FY 2013-2014 budget adopted by the City Council on July 30, 2013, the total property tax levy budgeted in all funds (General Fund, Debt Service Fund, Reinvestment Zone #2, and Reinvestment Zone #3) was $85,943,428. When comparing this figure to the certified ad valorem tax levy of $89,809,808, the collection rate certified for the year must be considered. The collection rate certified by the Nueces County Tax Office for FY 2013-2014 is 100%, but a collection rate of 97% was used in the calculation of property tax revenue in the City's operating budget. By applying a 97% collection rate to the certified levy, the resulting "net" levy is calculated to be $87,115,514 — which is $1,172,086 more than the total ad valorem tax revenue adopted in the FY 2013-2014 budget of $85,943,428. It should be noted that the ad valorem tax revenue in the General Fund was adjusted accordingly prior to the adoption of the final adopted budget, and as a result, no budgetary adjustments for ad valorem tax revenue in the General Fund will be needed for FY 2013-2014 at this time. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTALCLEARANCES: • Office of Management and Budget • Legal Department FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - $ 85,943,428 $ - $ 85,943,428 Encumbered/Expended amount of(date) - - -This item - $ - $ - $ - BALANCE - $ 85,943,428 $ - $ 85,943,428 FUND(S): 1020"General Fund" $ 54,880,673 2010"Debt Service Fund" $ 29,409,605 1111 "Reinvestment Zone#2" $ 1,390,500 1112"Reinvestment Zone#3" $ 262,650 COMMENTS: Not applicable RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Certification of Tax Levy for the Tax Year 2013 OF Nueces County Courthouse Administration 901 Leopard, Suite 301 ®F (361) 888-0307 Corpus Christi, TX 78401 Kevin Kleschnick (361) 888-0308 Assessor and Collector of Taxes CERTMCATION OF TAX LEVY FOR THE TAX YEAR 2013 CITY OF CORPUS CHR1811 To Appraised Value @ 100%of Market Value $ 20,762,702,471 Less: Partial Exemptions Ag-Vse account value loss and abatements $ 5,196,L91 j933 Total Net Appraised Value $15,666,610,638 Assessment Ratio 100% To Taxable Value $15,566,510,538 2013 Adopted Tax Rate .685264 1$100 2013 Ad Valorem Tax Levy $ 91,105,182.24 Lem: ovez-6&Disabled Homestead firazen Levy Loss $ 1,579,763.73 Plus: Iate Rendition Penalty-Personal Property Accounts $ 296,964.69 Less:5%of to Rendition Penalty to the Appraisal District $ 14,847.73 Plus: Late Ag Penalty =L=====9-282-75 2013 To Ad Valorem Tax Levy $ 89,809,808.21 Submission of the Tax Levy for 2013 for approval by the City of Corpus Christi City Council in accordance with Section 26.09(e)of the Texas Property Tax Code. Sevin Kieschnick Nueces County Tax Assessor-Collector SWORN AND SUBSCRIBED TO before me at Corpus Christi,Texas this 214 tday of September,A.D.,2013. SUZAN COX :a Texas f T Notary Public,State of Texas 'pir's My Commission Expires 115 October 27, 2015 li �TC No THE STATE OF TEXAS COUNTY OF NUECES The Tax Levy is hereby approved by the City of Corpus Christi City Council on this-day of A.D.,2013 Vayor,City of-Corpus Chraiti ATTEST: City Secretary,-City of Corpus Christi For inform adoncontact: Motor Vehicle Property Voter Registration voice (361)888-0459 (361)888-0230 (361)888-0404 fax (361)888-0482 (361)888-0218 (361)888-0339 SC j2 AGENDA MEMORANDUM Future Item for the City Council Meeting of 10/8/13 Action Item for the City Council Meeting of 10/15/13 DATE: 9/27/2013 TO: Ronald L. Olson, City Manager FROM: Wes Pierson, Assistant City Manager— Business Support Services wes p(a)cctexas.co m 361.826.3082 Resolution in support of the City of Corpus Christi becoming a potential FTA Grantee, authorizing the City Manager to file necessary documentation and execute an agreement with the Corpus Christi RTA and MPO for grant coordination. CAPTION: Resolution in support of the City of Corpus Christi (City) becoming a Federal Transit Administration (FTA) grantee and authorizing the City Manager or designee to file documentation necessary for the City to achieve FTA grantee status; and authorizing the City Manager or designee to execute an agreement with the Corpus Christi Regional Transit Authority and the Corpus Christi Metropolitan Planning Organization to provide for transportation grant coordination. PURPOSE: Adopt a resolution by the City Council in support of the City of Corpus Christi becoming a grantee for discretionary funds from the Federal Transit Administration; and to authorize the City Manager to execute a Memorandum of Understanding (MOU) with the Corpus Christi Regional Transit Authority (CCRTA) related to CCRTA's support of the City's potential grantee status to pursue discretionary federal funds for pedestrian and transit improvements in the Downtown and SEA District areas. BACKGROUND AND FINDINGS: On January 15, 2013 City Staff presented to the City Council a plan to use a tool from the Federal Transportation Administration (FTA) that creates a "local funds" repository to capture the value of dollars spent on pre-identified local projects; this value could be used as the local matching funds that federal grants might require as a condition of receiving grant funds. Since staff's presentation, community stake holders have been working with The Goodman Corporation to create a Bayfront Pedestrian/Transit Master Plan that identifies projects throughout the Bayfront Area (from North Beach to the Proposed Destination Bayfront Site, from the Marina to as far west as Staples Street) that can be used as a "menu" of projects for which grant funds might be considered. In order to increase our ability to receive and manage potential FTA grant funding, staff is exploring the option of becoming an FTA Grantee. Becoming an FTA Grantee would allow the City to pursue discretionary grant funds that are disbursed by the FTA and administer any grant received from the FTA. This resolution simply expresses Council support for the City of Corpus Christi to potentially become a grantee and directly apply for and receive available discretionary funding through the FTA for projects (i.e. downtown mobility) in the Bayfront area of Corpus Christi. This resolution is required as part of the application process to become a grantee. The Memorandum of Understanding (MOU) expresses the CCRTA and CCMPO support for the City's pursuit of discretionary federal funds for pedestrian and transit improvements in the Downtown and SEA District areas. ALTERNATIVES: Do not seek "grantee" status and work through the Regional Transportation Authority to apply for and receive discretionary grant funding. Do not authorize the City Manager to execute a Memorandum of Understanding with the CCRTA to pursue grantee status for discretionary federal funds for pedestrian and transit improvements in the Downtown and Sea District areas. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Not applicable EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal, Engineering, Planning, and Finance. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Expenditures Fiscal Year: 2013-14 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: No initial funding required. If grantee status were achieved, potential costs would be nominal and limited to securing and administering federal funds. This could be accomplished with existing City resources and working in coordination with the MPO. RECOMMENDATION: Staff recommends approval of a City Council resolution in support of becoming a Grantee for discretionary funds from the Federal Transit Administration, authorizing and authorizing the City Manager to execute a MOU with the CCRTA and CCMPO. LIST OF SUPPORTING DOCUMENTS: Resolution — FTA Grantee Draft MOU — FTA Grantee Resolution in support of the City of Corpus Christi (City) becoming a Federal Transit Administration (FTA) grantee and authorizing the City Manager or designee to file documentation necessary for the City to achieve FTA grantee status; and authorizing the City Manager or designee to execute an agreement with the Corpus Christi Regional Transit Authority and the Corpus Christi Metropolitan Planning Organization to provide for transportation grant coordination. WHEREAS, the City of Corpus Christi (City) desires to pursue federal funding to support pedestrian — transit access, ADA, safety, and other improvements within downtown and the Sports SEA District; and, WHEREAS, the voters in November, 2012 approved, and the City adopted, municipal bond programs to improve infrastructure throughout the City; and, WHEREAS, the City desires to utilize local bond proceeds and other local support to leverage maximum federal funding to expand the City's ability to implement infrastructure improvements; and, WHEREAS, the Corpus Christi Regional Transit Authority (RTA) and Corpus Christi Metropolitan Planning Organization (MPO) support the City's pursuit of FTA grantee status; and, WHEREAS, this designation will result in the City being eligible to receive direct Federal Transit Administration (FTA) and other federal funding to support the design and development of infrastructure improvements to support accessibility, safety and potential economic development; and WHEREAS, the City of Corpus Christi desires to become a FTA grantee; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager is authorized to execute and file all necessary documentation and information to enable the City to become an FTA grantee. SECTION 2. The City Manager or designee is authorized to execute an agreement with the Corpus Christi Regional Transit Authority and the Corpus Christi Metropolitan Planning Organization to provide for transportation grant coordination. SECTION 3.This Resolution shall be in full force and take effect from and after its passage and adoption. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa Nelda Martinez City Secretary Mayor JABusiness Support Services-ACM\FTA Grantee\100813 RESO- FTA Grantee Status.docx Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott JABusiness Support Services-ACM\FTA Grantee\100813 RESO- FTA Grantee Status.docx AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, THE CORPUS CHRISTI REGIONAL TRANSIT AUTHORITY, AND THE CORPUS CHRISTI METROPOLITAN PLANNING ORGANIZATION FOR TRANSPORTATION GRANT COORDINATION This Agreement sets forth the agreement made by and among the City of Corpus Christi (City), Corpus Christi Regional Transportation Authority (RTA), and the Corpus Christi Metropolitan Planning Organization (MPO) to provide as follows: WHEREAS, the City, RTA and MPO have been working together on transportation issues affecting the Central Business District (CBD) and the area known as the Sports Entertainment Arts (SEA) District; and WHEREAS, the parties have been working together on the recent development of the Bayfront Pedestrian/Transit Master Plan by the MPO; and WHEREAS, all the parties agree that capital improvements for pedestrians and transit use in the CBD and SEA District are essential to the economic development and vitality of this area; and WHEREAS, the Federal Transit Administration and other federal agencies provide funding for pedestrian and transit improvements from primarily discretionary programs; and NOW, THEREFORE, in consideration of the mutual covenants herein, the City, RTA and MPO agree as follows: 1. TERM. The term of this Agreement is for the period beginning October 1, 2013 and continuing until September 30, 2018 or until terminated or amended by any parties that are part of this agreement. 2. DESCRIPTION OF MUTAL GRANT SUPPORT. The parties will mutually support the pursuit of discretionary funding from the Federal Transit Administration and other federal agencies for pedestrian and transit improvements in the CBD and SEA District. Such efforts will not be at the expense of any formula funds that the RTA or MPO are eligible to receive. 3. PARTICIPATION of the parties will include the coordination of planning activities to assure all projects are compatible with the Mobility Plan of the City, the Transit Coordination Plan, and Long Range Plan of the RTA, the Metropolitan Transportation Plan, and Transportation Improvement Plan of the MPO. Any federal funds must be incorporated into the MPO plans and approved by the MPO Transportation Policy Committee. 4. FORMULA PAYMENTS TO RTA. These efforts do not anticipate use of Federal Transit Administration 5307 formula grant funds without the express consent of the RTA Board. 5. PUBLIC PURPOSE. This Agreement is among the City, RTA, and MPO for the purpose of providing governmental services and not for the benefit of any third party or individual. The parties acknowledge that their respective ability to serve the needs of the general public and the users of their services within their service areas is dependent upon the coordination of transportation and development efforts in the CBD and SEA District. 6. LIMITED OBLIGATION. This Agreement shall be limited solely to pedestrian and transit improvements in the CBD and SEA District as described above. No obligation, whether expressed Draft Mou - Fta Grantee or implied, shall exist for funding any future programs or efforts in subsequent years after Fiscal Year 2018 without prior approval. 7. WITHDRAWAL. If any agency determines that this agreement needs to be terminated, amended, or extended must notify all of the other parties to this agreement in writing at least ninety (90) days in advance of its intent to withdraw from this agreement and/or terminate its participation in the transportation improvement effort. 8. ENFORCEABILITY. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and it shall be performable in Nueces County, Texas. 9. NOTICES. All notices, requests or other communications related to this Agreement shall be made in writing. The notice addresses of the parties shall, until changed as provided herein, be as follows: CITY: Ron Olson, City Manager City of Corpus Christi 1201 Leopard St. Corpus Christi, Texas 78401-2825 RTA: Scott Neeley, Chief Executive Officer Regional Transportation Authority 5658 Bear Lane Corpus Christi, Texas 78405 MPO Tom Niskala, Transportation Planning Director Corpus Christi Metropolitan Planning Organization 5151 Flynn Pkwy. #404 Corpus Christi, Texas 78411 10. ENTIRE AGREEMENT. This Agreement expressed the entire agreement between the parties. Any modification, amendment, or addition to this Agreement is not binding upon the parties unless reduced to writing and signed by persons authorized to make such agreements on behalf of the respective party. THE CITY OF CORPUS CHRISTI ATTEST: Ronald L. Olson, City Manager Armando Chapa, City Secretary CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Scott Neeley, Chief Executive Officer CORPUS CHRISTI METROPOLITAN PLANNING ORGANIZATION Tom Niskala, Transportation Planning Director Draft Mou - Fta Grantee d AGENDA MEMORANDUM �oaPOwR,k� First Reading Ordinance for the City Council Meeting of October 8, 2013 2852 Second Reading Ordinance for the City Council Meeting of October 15, 2013 DATE: September 12, 2013 TO: Ronald L. Olson, City Manager FROM: Floyd Simpson, Chief of Police floyds(aD-cctexas.com 886-2604 Accepting and appropriating the FY 13 Edward Byrne Memorial Justice Assistance Grant (JAG) Program Local Solicitation CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the U. S. Department of Justice, Bureau of Justice Assistance, in the amount of $162,583 for the FY 2013 Edward Byrne Memorial Justice Assistance Grant (JAG) Program; and Appropriating the $162,583 in the No. 1061 Police Grants Fund to fund the enhancement of law enforcement efforts by the Police Department and Nueces County under an established interlocal agreement which provides that 50% of the funds to be distributed to Nueces County PURPOSE: Accept the grant and appropriate the funds. BACKGROUND AND FINDINGS: JAG funds can be used for state and local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, and information systems for criminal justice for any one or more of the following purpose areas: • Law enforcement programs • Prosecution and court programs • Prevention and education programs • Drug treatment programs • Corrections and community corrections programs • Planning, evaluation, and technology improvement programs With this award, the program has provided a total of $5,120,083 in grant funds to the City since the program began in 1996. The funds have been used to purchase backbone equipment for the Mobil Data/Automated Vehicle Location project, 27 police package vehicles, 69 unmarked police units, a property van, SWAT equipment, a bomb suit, digitized radios, radios for the Communications van, digital cameras, radars, video cameras, personal computer hardware and software, an upgrade to the computer system and the radio microwave system, a mobile police substation, polygraph instrument, air packs, SWAT rescue vehicle, radios for Project 25 compliance, automated ticket writers, and other police equipment. The Police Department and Nueces County proposes to purchase law enforcement equipment within the Attorney General Priority areas of gang enforcement/prevention, cybercrime, and intelligence analysis. On June 25, 2013, City Council approved the grant application and an interlocal agreement with Nueces County to share the funds on a 50/50 basis. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 1 $162,583 $162,583 BALANCE $162,583 $162,583 Fund(s): Police Grants Fund Comments: There is no match required by the City. The City will pay Nueces County a total of 50% or $81,292 of the JAG funds received from this award, per the interlocal agreement. RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Grant award letter Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant from the U. S. Department of Justice, Bureau of Justice Assistance, in the amount of $162,583 for the FY 2013 Edward Byrne Memorial Justice Assistance Grant (JAG) Program; and Appropriating the $162,583 in the No. 1061 Police Grants Fund to fund the enhancement of law enforcement efforts by the Police Department and Nueces County under an established interlocal agreement which provides that 50% of the funds to be distributed to Nueces County BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the U. S. Department of Justice, Bureau of Justice Assistance, in the amount of $162,583 for the FY 2013 Edward Byrne Memorial Justice Assistance Grant (JAG) Program. SECTION 2. That $162,583 is appropriated in the No. 1061 Police Grants Fund for the enhancement of law enforcement efforts by the Police Department and Nueces County under an established interlocal agreement. Under the interlocal agreement, 50% of the funds are to be distributed to Nueces County. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor Department of Justice Office of Justice Programs fir, .s%flf` s : Bureau of Justice Assistance Office of Justice Programs Washington,D.C. 20531 August 30,2013 Mr.Ron Olson City of Corpus Christi 1201 Leopard Street P.O.Box 9277 Corpus Christi,TX 78401 Dear Mr.Olson: On behalf of Attorney General Eric Holder,it is my pleasure to inform you that the Office of Justice Programs has approved your application for funding under the FY 13 Edward Byrne Memorial Justice Assistance Grant(JAG)Program:Local in the amount of$162,583 for City of Corpus Christi. Enclosed you will find the Grant Award and Special Conditions documents. This award is subject to all administrative and financial requirements,including the timely submission of all financial and programmatic reports,resolution of all interim audit findings,and the maintenance of a minimum level of cash-on-hand. Should you not adhere to these requirements,you will be in violation of the terms of this agreement and the award will be subject to termination for cause or other administrative action as appropriate. If you have questions regarding this award,please contact: Program Questions,Carrie Booth,Program Manager at(202)305-7426;and Financial Questions,the Office of the Chief Financial Officer,Customer Service Center(CSC)at (800)458-0786,or you may contact the CSC at ask.ocfo @usdoj.gov. Congratulations,and we look forward to working with you. Sincerely, Denise O'Donnell Director Enclosures Department of Justice Office of Justice Programs Office for Civil Rights Washington,D.C. 20531 August 30,2013 Mr.Ron Olson City of Corpus Christi 1201 Leopard Street P.O.Box 9277 Corpus Christi,TX 78401 Dear Mr.Olson: Congratulations on your recent award.In establishing financial assistance programs,Congress linked the receipt of Federal funding to compliance with Federal civil rights laws.The Office for Civil Rights(OCR),Office of Justice Programs(OJP),U.S.Department of Justice is responsible for ensuring that recipients of financial aid from OJP,its component offices and bureaus,the Office on Violence Against Women(OVW),and the Office of Community Oriented Policing Services(COPS)comply with applicable Federal civil rights statutes and regulations.We at OCR are available to help you and your organization meet the civil rights requirements that come with Justice Department funding. Ensuring Access to Federally Assisted Programs As you know,Federal laws prohibit recipients of financial assistance from discriminating on the basis of race,color,national origin, religion,sex,or disability in funded programs or activities,not only in respect to employment practices but also in the delivery of services or benefits.Federal law also prohibits funded programs or activities from discriminating on the basis of age in the delivery of services or benefits. Providing Services to Limited English Proficiency(LEP)Individuals In accordance with Department of Justice Guidance pertaining to Title VI of the Civil Rights Act of 1964,42 U.S.C.§2000d,recipients of Federal financial assistance must take reasonable steps to provide meaningful access to their programs and activities for persons with limited English proficiency(LEP).For more information on the civil rights responsibilities that recipients have in providing language services to LEP individuals,please see the website at http://www.lep.gov. Ensuring Equal Treatment for Faith-Based Organizations The Department of Justice has published a regulation specifically pertaining to the funding of faith-based organizations.In general,the regulation,Participation in Justice Department Programs by Religious Organizations;Providing for Equal Treatment of all Justice Department Program Participants,and known as the Equal Treatment Regulation 28 C.F.R.part 38,requires State Administering Agencies to treat these organizations the same as any other applicant or recipient.The regulation prohibits State Administering Agencies from making award or grant administration decisions on the basis of an organization's religious character or affiliation,religious name,or the religious composition of its board of directors. The regulation also prohibits faith-based organizations from using financial assistance from the Department of Justice to fund inherently religious activities.While faith-based organizations can engage in non-funded inherently religious activities,they must be held separately from the Department of Justice funded program,and customers or beneficiaries cannot be compelled to participate in them.The Equal Treatment Regulation also makes clear that organizations participating in programs funded by the Department of Justice are not permitted to discriminate in the provision of services on the basis of a beneficiary's religion.For more information on the regulation,please see OCR's website athttp://www.ojp.usdoj.gov/ocr/etfbo.htm. State Administering Agencies and faith-based organizations should also note that the Safe Streets Act,as amended;the Victims of Crime Act,as amended;and the Juvenile Justice and Delinquency Prevention Act,as amended,contain prohibitions against discrimination on the basis of religion in employment.Despite these nondiscrimination provisions,the Justice Department has concluded that the Religious Freedom Restoration Act(RFRA)is reasonably construed,on a case-by-case basis,to require that its funding agencies permit faith-based organizations applying for funding under the applicable program statutes both to receive DOJ funds and to continue considering religion when hiring staff,even if the statute that authorizes the funding program generally forbids considering of religion in employment decisions by grantees. Questions about the regulation or the application of RFRA to the statutes that prohibit discrimination in employment may be directed to this Office. Enforcing Civil Rights Laws All recipients of Federal financial assistance,regardless of the particular funding source,the amount of the grant award,or the number of employees in the workforce,are subject to the prohibitions against unlawful discrimination.Accordingly,OCR investigates recipients that are the subject of discrimination complaints from both individuals and groups.In addition,based on regulatory criteria,OCR selects a number of recipients each year for compliance reviews,audits that require recipients to submit data showing that they are providing services equitably to all segments of their service population and that their employment practices meet equal employment opportunity standards. Complying with the Safe Streets Act or Program Requirements In addition to these general prohibitions,an organization which is a recipient of financial assistance subject to the nondiscrimination provisions of the Omnibus Crime Control and Safe Streets Act(Safe Streets Act)of 1968,42 U.S.C.§3789d(c),or other Federal grant program requirements,must meet two additional requirements:(1)complying with Federal regulations pertaining to the development of an Equal Employment Opportunity Plan(EEOP),28 C.F.R. §42.301-308,and(2)submitting to OCR Findings of Discrimination(see 28 C.F.R.§§42.205(5)or 31.202(5)). 1) Meeting the EEOP Requirement In accordance with Federal regulations,Assurance No.6 in the Standard Assurances,COPS Assurance No.8.13,or certain Federal grant program requirements,your organization must comply with the following EEOP reporting requirements: If your organization has received an award for$500,000 or more and has 50 or more employees(counting both full-and part-time employees but excluding political appointees),then it has to prepare an EEOP and submit it to OCR for review within 60 days from the date of this letter.For assistance in developing an EEOP,please consult OCR's website athttp://www.ojp.usdoj.gov/ocr/eeop.htm. You may also request technical assistance from an EEOP specialist at OCR by dialing(202)616-3208. If your organization received an award between$25,000 and$500,000 and has 50 or more employees,your organization still has to prepare an EEOP,but it does not have to submit the EEOP to OCR for review.Instead,your organization has to maintain the EEOP on file and make it available for review on request.In addition,your organization has to complete Section B of the Certification Form and return it to OCR.The Certification Form can be found at http://www.ojp.usdoj.gov/ocr/eeop.htm. If your organization received an award for less than$25,000;or if your organization has less than 50 employees,regardless of the amount of the award;or if your organization is a medical institution,educational institution,nonprofit organization or Indian tribe,then your organization is exempt from the EEOP requirement.However,your organization must complete Section A of the Certification Form and return it to OCR.The Certification Form can be found at http://www.ojp.usdoj.gov/ocr/eeop.htm. 2) Submitting Findings of Discrimination In the event a Federal or State court or Federal or State administrative agency makes an adverse finding of discrimination against your organization after a due process hearing,on the ground of race,color,religion,national origin,or sex,your organization must submit a copy of the finding to OCR for review. Ensuring the Compliance of Subrecipients If your organization makes subawards to other agencies,you are responsible for assuring that subrecipients also comply with all of the applicable Federal civil rights laws,including the requirements pertaining to developing and submitting an EEOP,reporting Findings of Discrimination,and providing language services to LEP persons.State agencies that make subawards must have in place standard grant assurances and review procedures to demonstrate that they are effectively monitoring the civil rights compliance of subrecipients. If we can assist you in any way in fulfilling your civil rights responsibilities as a recipient of Federal funding,please call OCR at(202)307- 0690 or visit our website at http://www.ojp.usdoj.gov/ocr/. Sincerely, a A&-- Michael L.Alston Director cc: Grant Manager Financial Analyst e" Department of Justice Office of Justice Programs ., Bureau of Justice Assistance Grant PAGE 1 of 7 \by vy� 1.RECIPIENT NAME AND ADDRESS(Including Zip Code) 4.AWARD NUMBER: 2013-DJ-BX-0850 City of Corpus Christi 1201 Leopard Street P.O.Box 9277 5.PROJECT PERIOD:FROM 10/01/2012 TO 09/30/2016 Corpus Christi,TX 78401 BUDGET PERIOD:FROM 10/01/2012 TO 09/30/2016 6.AWARD DATE 08/30/2013 7.ACTION IA.GRANTEE IRS/VENDOR NO. 8.SUPPLEMENT NUMBER Initial 746000576 00 9.PREVIOUS AWARD AMOUNT $0 3.PROJECT TITLE 10.AMOUNT OF THIS AWARD $162,583 2013 Edward Byrne Memorial Justice Assistance Grant 11.TOTAL AWARD $162,583 12.SPECIAL CONDITIONS THE ABOVE GRANT PROJECT IS APPROVED SUBJECT TO SUCH CONDITIONS OR LIMITATIONS AS ARE SET FORTHON THE ATTACHED PAGE(S). 13.STATUTORY AUTHORITY FOR GRANT This project is supported under FY13(BJA-JAG)42 USC 3750,et seq. 15.METHOD OF PAYMENT GPRS AGENCY APPROVAL GRANTEE ACCEPTANCE 16.TYPED NAME AND TITLE OF APPROVING OFFICIAL 18.TYPED NAME AND TITLE OF AUTHORIZED GRANTEE OFFICIAL Denise O'Donnell Ron Olson Director City Manager 17.SIGNATURE OF APPROVING OFFICIAL 19.SIGNATURE OF AUTHORIZED RECIPIENT OFFICIAL 19A.DATE AGENCY USE ONLY 20.ACCOUNTING CLASSIFICATION CODES 21. MDJUGT1079 FISCALYFUNDC BUD.A OFC. DIV.RE SUB. POMS AMOUNT EAR ODE CT. G. X B DJ 80 00 00 162583 OJP FORM 4000/2(REV.5-87)PREVIOUS EDITIONS ARE OBSOLETE. OJP FORM 4000/2(REV.4-88) Department of Justice 6 Office of Justice Programs AWARD Bureau of Justice Assistance CONTINUATIONSHEET PAGE 2 OF 7 Grant PROJECT NUMBER 2013-DJ-BX-0850 AWARD DATE 08/30/2013 SPECIAL CONDITIONS 1. The recipient agrees to comply with the financial and administrative requirements set forth in the current edition of the Office of Justice Programs(OJP)Financial Guide. 2. The recipient acknowledges that failure to submit an acceptable Equal Employment Opportunity Plan(if recipient is required to submit one pursuant to 28 C.F.R.Section 42.302),that is approved by the Office for Civil Rights,is a violation of its Certified Assurances and may result in suspension or termination of funding,until such time as the recipient is in compliance. 3. The recipient agrees to comply with the organizational audit requirements of OMB Circular A-133,Audits of States, Local Governments,and Non-Profit Organizations,and further understands and agrees that funds may be withheld,or other related requirements may be imposed,if outstanding audit issues(if any)from OMB Circular A-133 audits(and any other audits of OJP grant funds)are not satisfactorily and promptly addressed,as further described in the current edition of the OJP Financial Guide. 4. Recipient understands and agrees that it cannot use any federal funds,either directly or indirectly,in support of the enactment,repeal,modification or adoption of any law,regulation or policy, at any level of government,without the express prior written approval of OJP. 5. The recipient must promptly refer to the DOJ OIG any credible evidence that a principal,employee,agent,contractor, subgrantee,subcontractor,or other person has either 1)submitted a false claim for grant funds under the False Claims Act;or 2)committed a criminal or civil violation of laws pertaining to fraud,conflict of interest bribery,gratuity,or similar misconduct involving grant funds. This condition also applies to any subrecipients. Potential fraud,waste, abuse,or misconduct should be reported to the OIG by- mail: Office of the Inspector General U.S.Department of Justice Investigations Division 950 Pennsylvania Avenue,N.W. Room 4706 Washington,DC 20530 e-mail:oig.hotline @usdoj.gov hotline:(contact information in English and Spanish):(800)869-4499 or hotline fax:(202)616-9881 Additional information is available from the DOJ OIG website at www.usdoj.gov/oig. 6. Recipient understands and agrees that it cannot use any federal funds,either directly or indirectly,in support of any contract or subaward to either the Association of Community Organizations for Reform Now(ACORN)or its subsidiaries,without the express prior written approval of OJP. 7. The recipient agrees to comply with any additional requirements that may be imposed during the grant performance period if the agency determines that the recipient is a high-risk grantee.Cf.28 C.F.R.parts 66,70. OJP FORM 4000/2(REV.4-88) Department of Justice 6 Office of Justice Programs AWARD Bureau of Justice Assistance CONTINUATIONSHEET PAGE 3 OF 7 Grant PROJECT NUMBER 2013-DJ-BX-0850 AWARD DATE 08/30/2013 SPECIAL CONDITIONS 8. The recipient agrees to comply with applicable requirements regarding registration with the System for Award Management(SAM)(or with a successor government-wide system officially designated by OMB and OJP). The recipient also agrees to comply with applicable restrictions on subawards to first-tier subrecipients that do not acquire and provide a Data Universal Numbering System(DUNS)number.The details of recipient obligations are posted on the Office of Justice Programs web site at http://www.ojp.gov/funding/sam.htm(Award condition:Registration with the System for Award Management and Universal Identifier Requirements),and are incorporated by reference here.This special condition does not apply to an award to an individual who received the award as a natural person(i.e.,unrelated to any business or non-profit organization that he or she may own or operate in his or her name). 9. Pursuant to Executive Order 13513,"Federal Leadership on Reducing Text Messaging While Driving,"74 Fed.Reg. 51225(October 1,2009),the Department encourages recipients and sub recipients to adopt and enforce policies banning employees from text messaging while driving any vehicle during the course of performing work funded by this grant,and to establish workplace safety policies and conduct education,awareness,and other outreach to decrease crashes caused by distracted drivers. 10. The recipient agrees to comply with all applicable laws,regulations,policies,and guidance(including specific cost limits,prior approval and reporting requirements,where applicable)governing the use of federal funds for expenses related to conferences,meetings,trainings,and other events,including the provision of food and/or beverages at such events,and costs of attendance at such events. Information on pertinent laws,regulations,policies,and guidance is available at www.ojp.gov/funding/confcost.htm. 11. The recipient understands and agrees that any training or training materials developed or delivered with funding provided under this award must adhere to the OJP Training Guiding Principles for Grantees and Subgrantees,available at http://www.ojp.usdoj.gov/funding/ojptrainingguidingprinciples.htm. 12. The recipient agrees that if it currently has an open award of federal funds or if it receives an award of federal funds other than this OJP award,and those award funds have been,are being,or are to be used,in whole or in part for one or more of the identical cost items for which funds are being provided under this OJP award,the recipient will promptly notify,in writing,the grant manager for this OJP award,and,if so requested by OJP,seek a budget-modification or change-of-project-scope grant adjustment notice(GAN)to eliminate any inappropriate duplication of funding. 13. The recipient understands and agrees that award funds may not be used to discriminate against or denigrate the religious or moral beliefs of students who participate in programs for which financial assistance is provided from those funds,or of the parents or legal guardians of such students. 14. The recipient understands and agrees that-(a)No award funds may be used to maintain or establish a computer network unless such network blocks the viewing,downloading,and exchanging of pornography,and(b)Nothing in subsection(a)limits the use of funds necessary for any Federal,State,tribal,or local law enforcement agency or any other entity carrying out criminal investigations,prosecution,or adjudication activities. 15. The recipient agrees to comply with OJP grant monitoring guidelines,protocols,and procedures,and to cooperate with BJA and OCFO on all grant monitoring requests,including requests related to desk reviews,enhanced programmatic desk reviews,and/or site visits. The recipient agrees to provide to BJA and OCFO all documentation necessary to complete monitoring tasks,including documentation related to any subawards made under this award. Further,the recipient agrees to abide by reasonable deadlines set by BJA and OCFO for providing the requested documents. Failure to cooperate with BJA's/OCFO's grant monitoring activities may result in sanctions affecting the recipient's DOJ awards,including,but not limited to:withholdings and/or other restrictions on the recipient's access to grant funds;referral to the Office of the Inspector General for audit review;designation of the recipient as a DOJ High Risk grantee;or termination of an award(s). OJP FORM 4000/2(REV.4-88) Department of Justice 6 Office of Justice Programs AWARD Bureau of Justice Assistance CONTINUATIONSHEET PAGE 4 OF 7 Grant PROJECT NUMBER 2013-DJ-BX-0850 AWARD DATE 08/30/2013 SPECIAL CONDITIONS 16. The recipient agrees to comply with applicable requirements to report first-tier subawards of$25,000 or more and,in certain circumstances,to report the names and total compensation of the five most highly compensated executives of the recipient and first-tier subrecipients of award funds. Such data will be submitted to the FFATA Subaward Reporting System(FSRS). The details of recipient obligations,which derive from the Federal Funding Accountability and Transparency Act of 2006(FFATA),are posted on the Office of Justice Programs web site at http://www.ojp.gov/funding/ffata.htm(Award condition:Reporting Subawards and Executive Compensation),and are incorporated by reference here. This condition,and its reporting requirement,does not apply to grant awards made to an individual who received the award as a natural person(i.e.,unrelated to any business or non-profit organization that he or she may own or operate in his or her name). 17. The recipient agrees that all income generated as a direct result of this award shall be deemed program income. All program income earned must be accounted for and used for the purposes of funds provided under this award,including such use being consistent with the conditions of the award,the effective edition of the OJP Financial Guide and,as applicable,either(1)28 C.F.R.Part 66 or(2)28 C.F.R Part 70 and 2 C.F.R.Part 215(OMB Circular A-I10). Further, the use of program income must be reported on the quarterly Federal Financial Report,SF 425. 18. To avoid duplicating existing networks or IT systems in any initiatives funded by BJA for law enforcement information sharing systems which involve interstate connectivity between jurisdictions,such systems shall employ,to the extent possible,existing networks as the communication backbone to achieve interstate connectivity,unless the grantee can demonstrate to the satisfaction of BJA that this requirement would not be cost effective or would impair the functionality of an existing or proposed IT system. 19. In order to promote information sharing and enable interoperability among disparate systems across the justice and public safety community,OJP requires the grantee to comply with DOJ's Global Justice Information Sharing Initiative (DOJ's Global)guidelines and recommendations for this particular grant.Grantee shall conform to the Global Standards Package(GSP)and all constituent elements,where applicable,as described at: http://www.it.ojp.gov/gsp_grantcondition.Grantee shall document planned approaches to information sharing and describe compliance to the GSP and appropriate privacy policy that protects shared information,or provide detailed justification for why an alternative approach is recommended. OJP FORM 4000/2(REV.4-88) Department of Justice 6 Office of Justice Programs AWARD Bureau of Justice Assistance CONTINUATIONSHEET PAGE 5 OF 7 Grant PROJECT NUMBER 2013-DJ-BX-0850 AWARD DATE 08/30/2013 SPECIAL CONDITIONS 20. The grantee agrees to assist BJA in complying with the National Environmental Policy Act(NEPA),the National Historic Preservation Act,and other related federal environmental impact analyses requirements in the use of these grant funds,either directly by the grantee or by a subgrantee. Accordingly,the grantee agrees to first determine if any of the following activities will be funded by the grant prior to obligating funds for any of these purposes. If it is determined that any of the following activities will be funded by the grant the grantee agrees to contact BJA. The grantee understands that this special condition applies to its following new activities whether or not they are being specifically funded with these grant funds. That is,as long as the activity is being conducted by the grantee,a subgrantee,or any third party and the activity needs to be undertaken in order to use these grant funds,this special condition must first be met. The activities covered by this special condition are: a. New construction; b. Minor renovation or remodeling of a property located in an environmentally or historically sensitive area,including properties located within a 100-year flood plain,a wetland,or habitat for endangered species,or a property listed on or eligible for listing on the National Register of Historic Places; c. A renovation,lease,or any proposed use of a building or facility that will either(a)result in a change in its basic prior use or(b)significantly change its size; d. Implementation of a new program involving the use of chemicals other than chemicals that are(a)purchased as an incidental component of a funded activity and(b)traditionally used,for example,in office,household,recreational,or education environments;and e. Implementation of a program relating to clandestine methamphetamine laboratory operations,including the identification,seizure,or closure of clandestine methamphetamine laboratories. The grantee understands and agrees that complying with NEPA may require the preparation of an Environmental Assessment and/or an Environmental Impact Statement as directed by BJA. The grantee further understands and agrees to the requirements for implementation of a Mitigation Plan,as detailed at http://www.ojp.usdoj.gov/BJA/resource/nepa.html,for programs relating to methamphetamine laboratory operations. Application of This Special Condition to Grantee's Existing Programs or Activities:For any of the grantee's or its subgrantees'existing programs or activities that will be funded by these grant funds,the grantee,upon specific request from BJA,agrees to cooperate with BJA in any preparation by BJA of a national or program environmental assessment of that funded program or activity. 21. The recipient is required to establish a trust fund account.(The trust fund may or may not be an interest-bearing account.)The fund,including any interest may not be used to pay debts or expenses incurred by other activities beyond the scope of the Edward Byrne Memorial Justice Assistance Grant Program(JAG).The recipient also agrees to obligate and expend the grant funds in the trust fund(including any interest earned)during the period of the grant.Grant funds (including any interest earned)not expended by the end of the grant period must be returned to the Bureau of Justice Assistance no later than 90 days after the end of the grant period,along with the final submission of the Federal Financial Report(SF-425). 22. JAG funds may be used to purchase bulletproof vests for an agency,but may not be used as the 50%match for purposes of the Bulletproof Vest Partnership(BVP)program. 23. The recipient agrees to submit a signed certification that that all law enforcement agencies receiving vests purchased with JAG funds have a written"mandatory wear"policy in effect.Fiscal agents and state agencies must keep signed certifications on file for any subrecipients planning to utilize JAG funds for ballistic-resistant and stab-resistant body armor purchases.This policy must be in place for at least all uniformed officers before any FY 2013 funding can be used by the agency for vests.There are no requirements regarding the nature of the policy other than it being a mandatory wear policy for all uniformed officers while on duty. OJP FORM 4000/2(REV.4-88) Department of Justice 6 Office of Justice Programs AWARD Bureau of Justice Assistance CONTINUATIONSHEET PAGE 6 OF 7 Grant PROJECT NUMBER 2013-DJ-BX-0850 AWARD DATE 08/30/2013 SPECIAL CONDITIONS 24. Ballistic-resistant and stab-resistant body armor purchased with JAG funds may be purchased at any threat level,make or model,from any distributor or manufacturer,as long as the vests have been tested and found to comply with applicable National Institute of Justice ballistic or stab standards and are listed on the NIJ Compliant Body Armor Model List(http://nij.gov).In addition,ballistic-resistant and stab-resistant body armor purchased must be American- made.The latest NIJ standard information can be found here:http://www.nij.gov/topics/technology/body-armor/safety- initiative.htm. 25. The recipient agrees that any information technology system funded or supported by OJP funds will comply with 28 C.F.R.Part 23,Criminal Intelligence Systems Operating Policies,if OJP determines this regulation to be applicable. Should OJP determine 28 C.F.R.Part 23 to be applicable,OJP may,at its discretion,perform audits of the system,as per the regulation. Should any violation of 28 C.F.R.Part 23 occur,the recipient may be fined as per 42 U.S.C. 3789g(c)-(d). Recipient may not satisfy such a fine with federal funds. 26. The recipient agrees to ensure that the State Information Technology Point of Contact receives written notification regarding any information technology project funded by this grant during the obligation and expenditure period.This is to facilitate communication among local and state governmental entities regarding various information technology projects being conducted with these grant funds.In addition,the recipient agrees to maintain an administrative file documenting the meeting of this requirement.For a list of State Information Technology Points of Contact,go to http://www.it.ojp.gov/default.aspx?area=policyAndPractice&page=1046. 27. The grantee agrees to comply with the applicable requirements of 28 C.F.R.Part 38,the Department of Justice regulation governing"Equal Treatment for Faith Based Organizations"(the"Equal Treatment Regulation").The Equal Treatment Regulation provides in part that Department of Justice grant awards of direct funding may not be used to fund any inherently religious activities,such as worship,religious instruction,or proselytization.Recipients of direct grants may still engage in inherently religious activities,but such activities must be separate in time or place from the Department of Justice funded program,and participation in such activities by individuals receiving services from the grantee or a sub-grantee must be voluntary.The Equal Treatment Regulation also makes clear that organizations participating in programs directly funded by the Department of Justice are not permitted to discriminate in the provision of services on the basis of a beneficiary's religion. Notwithstanding any other special condition of this award,faith- based organizations may,in some circumstances,consider religion as a basis for employment. See http://www.ojp.gov/about/ocr/equal fbo.htm. 28. The recipient acknowledges that all programs funded through subawards,whether at the state or local levels,must conform to the grant program requirements as stated in BJA program guidance. 29. Grantee agrees to comply with the requirements of 28 C.F.R.Part 46 and all Office of Justice Programs policies and procedures regarding the protection of human research subjects,including obtainment of Institutional Review Board approval,if appropriate,and subject informed consent. 30. Grantee agrees to comply with all confidentiality requirements of 42 U.S.C.section 3789g and 28 C.F.R.Part 22 that are applicable to collection,use,and revelation of data or information.Grantee further agrees,as a condition of grant approval,to submit a Privacy Certificate that is in accord with requirements of 28 C.F.R.Part 22 and,in particular, section 22.23. 31. The recipient agrees to monitor subawards under this JAG award in accordance with all applicable statutes,regulations, OMB circulars,and guidelines,including the OJP Financial Guide,and to include the applicable conditions of this award in any subaward.The recipient is responsible for oversight of subrecipient spending and monitoring of specific outcomes and benefits attributable to use of JAG funds by subrecipients.The recipient agrees to submit,upon request, documentation of its policies and procedures for monitoring of subawards under this award. OJP FORM 4000/2(REV.4-88) Department of Justice 6 Office of Justice Programs AWARD Bureau of Justice Assistance CONTINUATIONSHEET PAGE 7 OF 7 Grant PROJECT NUMBER 2013-DJ-BX-0850 AWARD DATE 08/30/2013 SPECIAL CONDITIONS 32. The recipient agrees that funds received under this award will not be used to supplant State or local funds,but will be used to increase the amounts of such funds that would,in the absence of Federal funds,be made available for law enforcement activities. 33. Award recipients must submit quarterly a Federal Financial Report(SF-425)and annual performance reports through GMS(https://grants.ojp.usdoj.gov). Consistent with the Department's responsibilities under the Government Performance and Results Act(GPRA),P.L. 103-62,applicants who receive funding under this solicitation must provide data that measure the results of their work. Therefore,quarterly performance metrics reports must be submitted through BJA's Performance Measurement Tool(PMT)website(www.bjaperformancetools.org). For more detailed information on reporting and other JAG requirements,refer to the JAG reporting requirements webpage. Failure to submit required JAG reports by established deadlines may result in the freezing of grant funds and future High Risk designation. 34. Award recipients must verify Point of Contact(POC),Financial Point of Contact(FPOC),and Authorized Representative contact information in GMS,including telephone number and e-mail address. If any information is incorrect or has changed,a Grant Adjustment Notice(GAN)must be submitted via the Grants Management System (GMS)to document changes. 35. The grantee agrees that within 120 days of award acceptance,each current member of a law enforcement task force funded with these funds who is a task force commander,agency executive,task force officer,or other task force member of equivalent rank,will complete required online(internet-based)task force training.Additionally,all future task force members are required to complete this training once during the life of this award,or once every four years if multiple awards include this requirement.The training is provided free of charge online through BJA's Center for Task Force Integrity and Leadership(www.ctfli.org).This training addresses task force effectiveness as well as other key issues including privacy and civil liberties/rights,task force performance measurement,personnel selection,and task force oversight and accountability.When BJA funding supports a task force,a task force personnel roster should be compiled and maintained,along with course completion certificates,by the grant recipient.Additional information is available regarding this required training and access methods via BJA's web site and the Center for Task Force Integrity and Leadership(www.ctfli.org). 36. No JAG funds may be expended on unmanned aircraft,unmanned aircraft systems,or aerial vehicles(US,UAS,or UAV)unless the BJA Director certifies that extraordinary and exigent circumstances exist,making them essential to the maintenance of public safety and good order.Additionally,any JAG funding approved for this purpose would be subject to additional reporting,which would be stipulated by BJA post-award. 37. BJA strongly encourages the recipient submit annual(or more frequent)JAG success stories at JAG.Showcase @ojp.usdoj.gov or via the online form at https://www.bja.gov/contactus.aspx.JAG success stories should include the:name and location of program/project;point of contact with phone and e-mail;amount of JAG funding received and in which fiscal year;and a brief summary describing the program/project and its impact. 38. The recipient may not obligate,expend,or draw down any award funds until:(1)it has provided to the grant manager for this OJP award either an"applicant disclosure of pending applications"for federal funding or a specific affirmative statement that no such pending applications(whether direct or indirect)exist,in accordance with the detailed instructions in the program solicitation,(2)OJP has completed its review of the information provided and of any supplemental information it may request(3)the recipient has made any adjustments to the award that OJP may require to prevent or eliminate any inappropriate duplication of funding(e.g.,budget modification,project scope adjustment), (4)if appropriate adjustments to a discretionary award cannot be made,the recipient has agreed in writing to any necessary reduction of the award amount in any amount sufficient to prevent duplication(as determined by OJP),and (5)a Grant Adjustment Notice has been issued removing this special condition. OJP FORM 4000/2(REV.4-88) {� Department of Justice Office of Justice Programs Bureau of Justice Assistance Washington,D.C. 20531 Memorandum To: Official Grant File From: Orbin Terry,NEPA Coordinator Subject: Incorporates NEPA Compliance in Further Developmental Stages for City of Corpus Christi The Edward Byrne Memorial Justice Assistance Grant Program(JAG)allows states and local governments to support a broad range of activities to prevent and control crime and to improve the criminal justice system, some of which could have environmental impacts. All recipients of JAG funding must assist BJA in complying with NEPA and other related federal environmental impact analyses requirements in the use of grant funds,whether the funds are used directly by the grantee or by a subgrantee or third parry. Accordingly,prior to obligating funds for any of the specified activities,the grantee must first determine if any of the specified activities will be funded by the grant. The specified activities requiring environmental analysis are: a.New construction; b. Any renovation or remodeling of a property located in an environmentally or historically sensitive area, including properties located within a 100-year flood plain,a wetland,or habitat for endangered species,or a property listed on or eligible for listing on the National Register of Historic Places; c. A renovation,lease,or any proposed use of a building or facility that will either(a)result in a change in its basic prior use or(b) significantly change its size; d. Implementation of a new program involving the use of chemicals other than chemicals that are (a)purchased as an incidental component of a funded activity and(b)traditionally used,for example,in office,household, recreational,or education environments; and e. Implementation of a program relating to clandestine methamphetamine laboratory operations,including the identification, seizure, or closure of clandestine methamphetamine laboratories. Complying with NEPA may require the preparation of an Environmental Assessment and/or an Environmental Impact Statement,as directed by BJA. Further,for programs relating to methamphetamine laboratory operations, the preparation of a detailed Mitigation Plan will be required. For more information about Mitigation Plan requirements,please see http://www.ojp.usdoj.govBJA/resource/nepa.html. Please be sure to carefully review the grant conditions on your award document,as it may contain more specific information about environmental compliance. Department of justice GRANT MANAGER'S MEMORANDUM,PT.L• Office of Justice Programs a PROJECT SUMMARY !) 9 Bureau of Justice Assistance Nai Grant PROJECT NUMBER PAGE 1 OF 1 2013-DJ-BX-0850 This project is supported under FY13(BJA-JAG)42 USC 3750,et seq. 1.STAFF CONTACT(Name&telephone number) 2.PROJECT DIRECTOR(Name,address&telephone number) Carrie Booth Pat Eldridge (202)305-7426 Management Services Director P.O.Box 9277 Corpus Christi,TX 78469-9016 (361)886-2696 3a.TITLE OF THE PROGRAM 3b.POMS CODE(SEE INSTRUCTIONS BJA FY 13 Edward Byrne Memorial Justice Assistance Grant(JAG)Program:Local ON REVERSE) 4.TITLE OF PROJECT 2013 Edward Byrne Memorial Justice Assistance Grant 5.NAME&ADDRESS OF GRANTEE 6.NAME&ADRESS OF SUBGRANTEE City of Corpus Christi 1201 Leopard Street P.O.Box 9277 Corpus Christi,TX 78401 7.PROGRAM PERIOD 8.BUDGET PERIOD FROM 10/01/2012 TO 09/30/2016 FROM 10/01/2012 TO 09/30/2016 9.AMOUNT OF AWARD 10.DATE OF AWARD $162,583 08/30/2013 11.SECOND YEAR'S BUDGET 12.SECOND YEAR'S BUDGET AMOUNT 13.THIRD YEAR'S BUDGET PERIOD 14.THIRD YEAR'S BUDGET AMOUNT 15.SUMMARY DESCRIPTION OF PROJECT(See instruction on reverse) The Edward Byrne Memorial Justice Assistance Grant Program(JAG)allows states and units of local government,including tribes,to support a broad range of activities to prevent and control crime based on their own state and local needs and conditions.Grant funds can be used for state and local initiatives,technical assistance,training,personnel,equipment,supplies,contractual support,and information systems for criminal justice,including for any one or more of the following program areas:1)law enforcement programs,2)prosecution and court programs,3)prevention and education programs,4)corrections and community corrections programs;5)drug treatment and enforcement programs,6)planning,evaluation,and technology improvement programs,and 7)crime victim and witness programs(other than compensation). The City of Corpus Christi will utilize the FY 2013 Local JAG funds to purchase various law enforcement equipment.Specifically,the police department plans to purchase items such as:reflector vests,cameras,computers,crash reconstruction devices and accessories,tactical headsets,forensic hard drives,and software. OJP FORM 4000/2(REV.4-88) Nueces County will fund a prosecutor position and pay for travel and training costs.The goal of both jurisdictions is to improve the effectiveness and efficiency of the criminal justice system through the preservation of a drug abuse prosecutor,law enforcement equipment,and officer training. NCA/NCF AGENDA MEMORANDUM oaPOwR,k First Reading Ordinance for the City Council Meeting of October 8, 2013 2852 Second Reading Ordinance for the City Council Meeting of October 15, 2013 DATE: September 12, 2013 TO: Ronald L. Olson, City Manager FROM: Floyd Simpson, Chief of Police Floyds(aD-cctexas.com 886-2603 Accepting and appropriating the Victims of Crime Act (VOCA) Outreach Program grant within the Police Department for Year 1 CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $67,660.55 to establish the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $13,533.07 and an in-kind match of $3,382.07 from the No. 1020 Police General Fund; Appropriating the $67,660.55 in the No. 1061 Police Grants Fund for the VOCA Outreach grant in the Police Department; and authorizing the transfer of $13,533.07 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $847575.69. PURPOSE: Funding is available from the State of Texas, Criminal Justice Division, which provides funds to projects with the primary mission of providing direct services to victims of crime. BACKGROUND AND FINDINGS: The Victim Assistance Program Community Outreach is a new grant designed to assist victims in stabilizing their lives after victimization. In high crime rate districts, many victims are resistant to cooperation with law enforcement and the criminal justice system due to the emotional and physical impact of the crime. The grant will provide funding for a Victim Case Manager to provide community outreach to identify resistant or reluctant victims of crime and assist victims in understanding and participating in the criminal justice system. Through public presentations, multi-disciplinary meetings and legal advocacy, the case manager will provide crisis intervention and follow up services in order to establish rapport and build resiliency of victims in districts at high risk for violence. A Staff Assistant will keep accurate and timely records, including information properly entered into database systems. The State provides for the salary/benefits of one Victim Case Manager, one Staff Assistant, equipment, supplies, training, and mileage, volunteer hours contribute in-kind contribution, and the City contributes for training, travel, supplies and miscellaneous equipment as the required match. The funding is not on a declining percentage or ending funding cycle. This grant period is 9/1/2013—8/31/2014. ALTERNATIVES: None OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $13,533.07 $13,533.07 BALANCE $13,533.07 $13,533.07 Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends acceptance of the grant application and appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Grant award letter Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $67,660.55 to establish the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $13,533.07 and an in-kind match of$3,382.07 from the No. 1020 Police General Fund; Appropriating the $67,660.55 in the No. 1061 Police Grants Fund for the VOCA Outreach grant in the Police Department; and authorizing the transfer of $13,533.07 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of$84,575.69. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $67,660.55 to establish the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $13,533.07 and an in-kind match of $3,382.07 from the No. 1020 Police General Fund. SECTION 2. That $67,660.55 grant is appropriated in the No. 1061 Police Grants Fund to establish the Victims of Crime Act (VOCA) Outreach Program in the Police Department. SECTION 3. The transfer of $13,533.07 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund as grant matching funds is authorized and appropriated for a total project cost of $84,575.69. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor E OF 5 i Al X, x � � S t a t e o f T e x a s O f f i c e o f t h e G o v e r n o r Criminal Justice Division Rick Perry Governor September 26,2013 Ms.Susan Thorpe Assistant City Manager Corpus Christi,City of 321 John Sartain,P.O.Box 9016 Corpus Christi,Texas 78401-2511 Dear Ms. Thorpe: Congratulations on your award! To activate your agency's grant,the Authorized Official must log on to eGrants at htty s://eGrants.governor.state.tx.us and go to the`My Home'tab.In the`Project Status'column,locate the application that is in`Pending Acceptance of Award' status.Click on the grant number and proceed to the `Accept Award'tab.From this tab,click on the`Accept'button.Grants must be accepted within 45 calendar days of the date the award was issued. Be sure to review the attached memo for a quick overview of general items every grantee should be aware of You can also find more detailed information on the eGrants website including helpful resources,links,and tools needed to properly administer CJD grants. The Guide to Grants,also on the website,contains answers to questions frequently asked by grantees. The Public Policy Research Institute(PPRI)at Texas A&M University will send a detailed information packet to the Project Director containing progress reporting forms and instructions on completing and submitting those forms. If you have any questions regarding this award,feel free to contact your grant manager,whose name is referenced in the attached Statement of Grant Award or you may always contact our office via the eGrants Help Desk at eGrants(a governor.state.tx.us. We look forward to working with you to ensure the success of your program. Christopher Burnett Executive Director Post Office Box 12428 Austin, Texas 78711 (512) 463-1919 (Voice)/(512)475-2440(FAX)/Dial 7-1-1 For Relay Services �I l u'.%IIC IIII AA E Pi,l.1.. 0 F �°11,1iu.1 hil 1.. u11'.%1 uu'.%SRC, Grant Number: VA-13-V30-26771-01 CFDA or State ID: 16.575 Program Fund: VA-Victims of Crime Act Formula Grant Program Grantee Name: Corpus Christi,City of Project Title: Victim Assistance Community Outreach Grant Period: 09/01/2013-08/31/2014 Liquidation Date: 11/29/2014 Date Awarded: September 26,2013 CJD Grant Manager: David Villafranca CJD Award Amount: $67,660.55 Grantee Cash Match: $13,533.07 Grantee In Kind Match: $3,382.07 Total Project Cost: $84,575.69 The Statement of Grant Award is your official notice of award from the Governor's Criminal Justice Division (CJD). The approved budget is reflected in the Budget/Details tab for this record in eGrants. The grantee agrees to comply with the provisions of the Governor's Criminal Justice Division's rules in Title I, Part I, Chapter 3, Texas Administrative Code in effect on the date the grant is awarded. By clicking on the 'Accept' button within the 'Accept Award' tab, the grantee accepts the responsibility for the grant project and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s) of Funding and Other Fund-Specific Requirement(s),if any,cited below: Condition(s)of Funding and Other Fund-Specific Requirement(s): 1 E OF 5 i Al X, x � � S t a t e o f T e x a s O f f i c e o f t h e G o v e r n o r Criminal Justice Division Rick Perry Governor Memorandum To: CJD Grant Recipients From: Aimee Snoddy,Deputy Director Contact: (512)463-1919 Re: Grantee Responsibilities Date Awarded: September 26,2013 Congratulations on your grant award from Governor Rick Perry's Criminal Justice Division(CJD). It is important to make you aware of a few things to consider as you implement strategies to successfully manage your program. For more information and resources,refer to the Grant Resources section of eGrants available online at httys:HeGrants.governor.state.tx.us. Financial Reporting—Financial Status Reports must be submitted to CJD via eGrants. Financial Status Reports may be submitted monthly but must be submitted at least quarterly. Financial Status Reports are due after each calendar quarter,regardless of when the grant was awarded. Due dates are: April 22(January-March quarter) July 22(April-June quarter) October 22(July-September quarter) January 22(October-December quarter) The final Financial Status Report must be submitted to CJD on or before the grant liquidation date or funds will lapse and CJD will provide them as grants to others who need the funding. Payment Authorization—Payments will be generated based on expenditures reported in the Financial Status Reports. Upon CJD approval of the Financial Status Report,a payment will be issued through direct deposit or electronic transfer. Generated Program Income—Any income generated as a direct result of the grant activities must be reported to CJD through the Financial Status Report and grant adjustment processes. Program income must be used to offset project costs unless prior approval is granted allowing a supplement to project costs.Program income must be expended prior to seeking payments from CJD and must be accounted and used for the purposes of the grant activities as awarded. Grant Funded Personnel—Staff whose salaries are supported by this award must be made aware that continued funding is contingent upon the availability of appropriated funds as well as the outcome of the annual application review conducted by CJD. Project Changes—Grantees may submit a request for grant adjustment via eGrants for any proposed budgetary or programmatic changes,including updating contact information for grant officials. Equipment—Equipment purchased with grant funds must be used for the purpose of the grant and as approved by CJD. An inventory report must be kept on file containing all equipment purchased with any grant funds during the grant period. This report must agree with the approved grant budget and the final Financial Status Report. Fidelity Bond—Each nonprofit corporation receiving funds from CJD must obtain and have on file a blanket fidelity bond that indemnifies CJD against the loss or theft of the entire amount of grant funds,including matching funds. The fidelity bond should cover at least the CJD grant period. Required Notifications—Grantees must immediately notify CJD in writing of any misappropriation of funds,fraud,theft,embezzlement,forgery,or any other serious irregularities indicating noncompliance with grant requirements. Grantees must notify the local prosecutor's office of any possible criminal violations. Grantees must immediately notify CJD in writing if a project or project personnel become involved in any litigation,whether civil or criminal,and the grantee must immediately forward a copy of any demand notices,subpoenas,lawsuits,or indictments to CJD. If a federal or state court or administrative agency renders a judgment or order finding discrimination by a grantee based on race,color,national origin,sex,age,or handicap,the grantee agrees to immediately forward a copy of the judgment or order to CJD. Project Effectiveness—Grantees should regularly evaluate the effectiveness of their projects. This includes a reassessment of project activities and services to determine whether they continue to be effective. Grantees must show that their activities and services effectively address and achieve the project's stated purpose. Programmatic Reporting—Grantees must submit required reports regarding grant information, performance,and progress towards goals and objectives in accordance with the instructions provided by CJD,or its designee. To remain eligible for funding,the grantee must be able to show the scope of services provided and the impact and quality of those services. Monitoring—Grantees must readily make available to the Governor's Office or its agents all requested records. The Governor's Office may make unannounced monitoring visits at any time. The grantee must make every effort to resolve all issues,findings,or actions identified within the time frame specified by the Governor's Office. Audit Requirements—Grantees expending over$500,000 in state or federal grant funds during the fiscal year are subject to the Single Audit requirements set forth in OMB Circular No.A 133 at http://www.whitehouse.gov/omb/circulars/index.html and the State Single Audit Circular issued under the Uniform Grant Management Standards(UGMS) at http://www.governor.state.tx.us/grants/what/. Grantees must electronically submit to the Governor's Office copies of the results of any single audit conducted in accordance with OMB Circular No.A-133 at http://www.whitehouse.gov/omb/circulars/index.html or in accordance with the State Single Audit Circular issued under UGMS,within 30 calendar days after the grantee receives the audit results or nine months after the end of the audit period,whichever is earlier. Supplanting—Awarded funds must be used to supplement existing funds for program activities and not replace(supplant)funds that have been appropriated for the same purpose. Grant monitors and auditors will look for potential supplanting during reviews.Violations may result in a range of penalties,including suspension of future funds,suspension or debarment from receiving federal or state grants,recoupment of monies provided under the grant,and civil or criminal penalties. Refer to the Guide to Grants at https://eGrants.governor.state.tx.us/updates.aspx for additional information on supplanting. Conflict of Interest—Grantees should have in place established safeguards to prohibit employees from using their positions for a purpose that is,or gives the appearance of being motivated by a desire for private gain for themselves or others,particularly those with whom they have family,business,or other ties. Contracting and Procurement—Grantees must follow their established policy and best practices for procuring goods or services with grant funds.Contracts must be routinely monitored for delivery of services or goods.When contractual or equipment procurement is anticipated to be in excess of$100,000,grantees must submit a Procurement Questionnaire https://eGrants.governor.state.tx.us/updates.aspx to CJD for approval prior to procurement. Travel— Grantees must follow their established policies and good fiscal stewardship related to travel expenses. If the grantee does not have established policies regarding in-state and out-of-state travel,grantee must use the travel guidelines established for state employees. Uniform Crime Reporting—Local units of governments receiving funds from CJD must comply with all requirements for uniform crime reporting and must ensure that prompt reporting will remain current throughout the grant period. Criminal History Reporting-Entities receiving funds from CJD must comply with all requirements outlined in the Texas Code of Criminal Procedure,Ch.60,related to maintaining and reporting criminal history records. Limited English Proficiency—Grantees must take reasonable steps to ensure that persons with limited English proficiency have meaningful access to services.Meaningful access may entail providing language assistance services,including oral and written translation when necessary.Additional information on this requirement can be found at http://www.Iep.gov. Law Enforcement Programs—Law enforcement programs receiving funds from CJD must be in compliance with all rules developed by the Texas Commission on Law Enforcement Officer Standards and Education. 28 C.F.R.Part 23 Training-Any grant funded individual responsible for entering information into or retrieving information from an intelligence database must complete continuing education training on operating principles described by 28 C.F.R.Part 23 at least once for each continuous two-year period the person has primary responsibility for entering data into or retrieving data from an intelligence database. Programs Approved to Pay Overtime for Personnel-Overtime is allowable to the extent that it is included in the CJD approved budget,the grantee agency has an overtime policy approved by its governing body,and both grant-paid and non-grant paid personnel are treated the same with regards to the application of overtime policy(ies).In addition,in no case is dual compensation allowable. That is,an employee of a grantee agency may not receive compensation for hours worked(including paid leave)from his/her agency AND from an award for a single period of time,even though such work may benefit both activities.Overtime payments issued outside of these guidelines are the responsibility of the grantee agency. Cancellation for Awards-Grantees must take reasonable steps to commence project activities upon receiving notice of a grant award: Commencement Within 60 Days.If a project is not operational within 60 days of the original start date of the award period or grant award date as noted on this memorandum, whichever is later,the grantee must report by letter to CJD the steps taken to initiate the project,the reasons for delay,and the expected revised start date. Commencement Within 90 Days.If a project is not operational within 90 days of the original start date of the award period or grant award date as noted on this memorandum, whichever is later,the grantee must submit a second statement to CJD explaining the implementation delay.Upon receipt of the 90-day letter,CJD may cancel the project and redistribute the funds to other project areas.CJD may also,where extenuating circumstances warrant,extend the implementation date of the project past the 90-day period. Public Information Requests-Grantees must immediately notify and provide a copy to CJD of any Public Information Request received by the agency related to this grant award. Prohibited Acts of Agencies and Individuals-Grant funds may not be used in connection with the following acts by agencies or individuals employed by grant funds: • Grant funds may not be used to finance or otherwise support the candidacy of a person for an elected local,state,or federal office. This prohibition extends to the direct or indirect employment of a person to perform an action described by this subsection.In addition,grant-funded or grant-leased motor vehicles may not be used for the purpose described above. • Grant officials or grant funded employees may not use official authority or influence or permit the use of a program administered by the grantee agency of which the person is an officer or employee to interfere with or affect the result of an election or nomination of a candidate or to achieve any other political purpose. • Grant funded employees may not coerce,attempt to coerce,command,restrict, attempt to restrict,or prevent the payment,loan,or contribution of anything of value to a person or political organization for a political purpose. • Grantees must comply with the federal Hatch Act(5 U.S.C. §§ 1501- 1508)which restricts the political activity of some state and local employees who work in connection with federally funded programs. Covered state and local employees may not: 1)be candidates for public office in a partisan election;2)use official authority or influence to interfere with or affect the results of an election or nomination;or,3)directly or indirectly coerce contributions from subordinates in support of a political party or candidate. Employment of a Lobbyist-Grant funds may not be used to employ,as a regular full-time or part-time or contract employee,a person who is required by Chapter 305 of the Government Code to register as a lobbyist.Furthermore,grant funds may not be used to pay,on behalf of the agency or an officer or employee of the agency,membership dues to an organization that pays part or all of the salary of a person who is required by Chapter 305 of the Government Code to register as a lobbyist. Legislative Lobbying-Grant funds may not be used to attempt to influence the passage or defeat of a legislative measure. Use of Alcoholic Beverages-Grant funds may not be used to compensate an officer or employee who uses alcoholic beverages on active duty. In addition,grant funds may not be used to purchase an alcoholic beverage or to pay or reimburse a travel expense that was incurred for an alcoholic beverage. d AGENDA MEMORANDUM �oaPOwR,k� First Reading Ordinance for the City Council Meeting of October 8, 2013 2852 Second Reading Ordinance for the City Council Meeting of October 15, 2013 DATE: September 12, 2013 TO: Ronald L. Olson, City Manager FROM: Floyd Simpson, Chief of Police Floyds(aD-cctexas.com 886-2603 Accepting and appropriating the Victims of Crime Act Grant (VOCA) within the Police Department for Year 14 CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $79,188.69 for Year 14 of the Victims of Crime Act Grant (VOCA) Program within the Police Department with a City match of $16,964.54 and an in-kind match of $4,000 from the No. 1020 Police General Fund; appropriating the $79,188.69 in the No. 1061 Police Grants Fund for the VOCA grant in the Police Department; and authorizing the transfer of $16,964.54 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $100,153.23. PURPOSE: Funding is available from the State of Texas, Criminal Justice Division, which provides funds to projects with the primary mission of providing direct services to victims of crime. BACKGROUND AND FINDINGS: The grant continues support for the Family Violence Unit that utilizes officers and volunteers to contact family violence victims when a written report is made by a field officer or from a walk-in to the unit at the Police Department. The grant provides funds for one victim case manager to contact victims who often fear retaliation and violence when the offender is released following arrest; contact with an advocate (case manager) can provide information concerning alternatives, available services, and protective orders to avoid continued violence. The case manager serves to establish and encourage a working relationship between social agencies and the Police Department and provides educational opportunities to the community through speaking engagements, distribution of literature, etc. The long term goal of the grant is to provide victims of domestic violence and other serious crimes with crisis intervention, follow up assistance, encourage cooperation with law enforcement, facilitate utilization of available resources, and assist with immediate and long- term safety needs. The State provides $79,188.69 for the salary/benefits of one Victim Case Manager, equipment, supplies, training, and mileage, volunteer hours contribute in-kind contribution, and the City contributes $16,964.54 for training, travel, supplies and miscellaneous equipment as the required match. This grant period is 9/1/2013— 8/31/2014. ALTERNATIVES: None OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $16,964.54 $16,964.54 BALANCE $16,964.54 $16,964.54 Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends acceptance of the grant application and appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Grant award letter Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $79,188.69 to continue the Victims of Crime Act (VOCA) grant within the Police Department for Year 14 with a City match of $16,964.54 and an in-kind match of$4,000 from the No.1020 Police General Fund; Appropriating the $79,188.69 in the No. 1061 Police Grants Fund to continue the VOCA grant in the Police Department; and authorizing the transfer of$16,964.54 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund and appropriating the same as grant matching funds for a total project cost of $100,153.23. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $79,188.69 to continue the Victims of Crime Act (VOCA) grant within the Police Department for Year 14 with a City match of $16,964.54 and an in-kind match of $4,000 from the No.1020 Police General Fund. SECTION 2. That $79,188.69 grant is appropriated in the No. 1061 Police Grants Fund to continue the VOCA grant in the Police Department. SECTION 3. The transfer of$16,964.54 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund as grant matching funds is authorized and appropriated for a total project cost of $100,153.23. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor E OF 5 i Al X, x � � S t a t e o f T e x a s O f f i c e o f t h e G o v e r n o r Criminal Justice Division Rick Perry Governor September 26,2013 Ms.Susan Thorpe Assistant City Manager Corpus Christi,City of 321 John Sartain Corpus Christi,Texas 78401-2511 Dear Ms. Thorpe: Congratulations on your award! To activate your agency's grant,the Authorized Official must log on to eGrants at htty s://eGrants.governor.state.tx.us and go to the`My Home'tab.In the`Project Status'column,locate the application that is in`Pending Acceptance of Award' status.Click on the grant number and proceed to the `Accept Award'tab.From this tab,click on the`Accept'button.Grants must be accepted within 45 calendar days of the date the award was issued. Be sure to review the attached memo for a quick overview of general items every grantee should be aware of You can also find more detailed information on the eGrants website including helpful resources,links,and tools needed to properly administer CJD grants. The Guide to Grants,also on the website,contains answers to questions frequently asked by grantees. The Public Policy Research Institute(PPRI)at Texas A&M University will send a detailed information packet to the Project Director containing progress reporting forms and instructions on completing and submitting those forms. If you have any questions regarding this award,feel free to contact your grant manager,whose name is referenced in the attached Statement of Grant Award or you may always contact our office via the eGrants Help Desk at eGrants(a governor.state.tx.us. We look forward to working with you to ensure the success of your program. Christopher Burnett Executive Director Post Office Box 12428 Austin, Texas 78711 (512) 463-1919 (Voice)/(512)475-2440(FAX)/Dial 7-1-1 For Relay Services �I l u'.%IIC IIII AA E Pi,l.1.. 0 F �°11,1iu.1 hil 1.. u11'.%1 uu'.%SRC, Grant Number: VA-13-V30-15223-14 CFDA or State ID: 16.575 Program Fund: VA-Victims of Crime Act Formula Grant Program Grantee Name: Corpus Christi,City of Project Title: Victims of Crime Act Grant Period: 09/01/2013-08/31/2014 Liquidation Date: 11/29/2014 Date Awarded: September 26,2013 CJD Grant Manager: David Villafranca CJD Award Amount: $79,188.69 Grantee Cash Match: $16,964.54 Grantee In Kind Match: $4,000.00 Total Project Cost: $100,153.23 The Statement of Grant Award is your official notice of award from the Governor's Criminal Justice Division (CJD). The approved budget is reflected in the Budget/Details tab for this record in eGrants. The grantee agrees to comply with the provisions of the Governor's Criminal Justice Division's rules in Title I, Part I, Chapter 3, Texas Administrative Code in effect on the date the grant is awarded. By clicking on the 'Accept' button within the 'Accept Award' tab, the grantee accepts the responsibility for the grant project and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s) of Funding and Other Fund-Specific Requirement(s),if any,cited below: Condition(s)of Funding and Other Fund-Specific Requirement(s): 1 E OF 5 i Al X, x � � S t a t e o f T e x a s O f f i c e o f t h e G o v e r n o r Criminal Justice Division Rick Perry Governor Memorandum To: CJD Grant Recipients From: Aimee Snoddy,Deputy Director Contact: (512)463-1919 Re: Grantee Responsibilities Date Awarded: September 26,2013 Congratulations on your grant award from Governor Rick Perry's Criminal Justice Division(CJD). It is important to make you aware of a few things to consider as you implement strategies to successfully manage your program. For more information and resources,refer to the Grant Resources section of eGrants available online at httys:HeGrants.governor.state.tx.us. Financial Reporting—Financial Status Reports must be submitted to CJD via eGrants. Financial Status Reports may be submitted monthly but must be submitted at least quarterly. Financial Status Reports are due after each calendar quarter,regardless of when the grant was awarded. Due dates are: April 22(January-March quarter) July 22(April-June quarter) October 22(July-September quarter) January 22(October-December quarter) The final Financial Status Report must be submitted to CJD on or before the grant liquidation date or funds will lapse and CJD will provide them as grants to others who need the funding. Payment Authorization—Payments will be generated based on expenditures reported in the Financial Status Reports. Upon CJD approval of the Financial Status Report,a payment will be issued through direct deposit or electronic transfer. Generated Program Income—Any income generated as a direct result of the grant activities must be reported to CJD through the Financial Status Report and grant adjustment processes. Program income must be used to offset project costs unless prior approval is granted allowing a supplement to project costs.Program income must be expended prior to seeking payments from CJD and must be accounted and used for the purposes of the grant activities as awarded. Grant Funded Personnel—Staff whose salaries are supported by this award must be made aware that continued funding is contingent upon the availability of appropriated funds as well as the outcome of the annual application review conducted by CJD. Project Changes—Grantees may submit a request for grant adjustment via eGrants for any proposed budgetary or programmatic changes,including updating contact information for grant officials. Equipment—Equipment purchased with grant funds must be used for the purpose of the grant and as approved by CJD. An inventory report must be kept on file containing all equipment purchased with any grant funds during the grant period. This report must agree with the approved grant budget and the final Financial Status Report. Fidelity Bond—Each nonprofit corporation receiving funds from CJD must obtain and have on file a blanket fidelity bond that indemnifies CJD against the loss or theft of the entire amount of grant funds,including matching funds. The fidelity bond should cover at least the CJD grant period. Required Notifications—Grantees must immediately notify CJD in writing of any misappropriation of funds,fraud,theft,embezzlement,forgery,or any other serious irregularities indicating noncompliance with grant requirements. Grantees must notify the local prosecutor's office of any possible criminal violations. Grantees must immediately notify CJD in writing if a project or project personnel become involved in any litigation,whether civil or criminal,and the grantee must immediately forward a copy of any demand notices,subpoenas,lawsuits,or indictments to CJD. If a federal or state court or administrative agency renders a judgment or order finding discrimination by a grantee based on race,color,national origin,sex,age,or handicap,the grantee agrees to immediately forward a copy of the judgment or order to CJD. Project Effectiveness—Grantees should regularly evaluate the effectiveness of their projects. This includes a reassessment of project activities and services to determine whether they continue to be effective. Grantees must show that their activities and services effectively address and achieve the project's stated purpose. Programmatic Reporting—Grantees must submit required reports regarding grant information, performance,and progress towards goals and objectives in accordance with the instructions provided by CJD,or its designee. To remain eligible for funding,the grantee must be able to show the scope of services provided and the impact and quality of those services. Monitoring—Grantees must readily make available to the Governor's Office or its agents all requested records. The Governor's Office may make unannounced monitoring visits at any time. The grantee must make every effort to resolve all issues,findings,or actions identified within the time frame specified by the Governor's Office. Audit Requirements—Grantees expending over$500,000 in state or federal grant funds during the fiscal year are subject to the Single Audit requirements set forth in OMB Circular No.A 133 at http://www.whitehouse.gov/omb/circulars/index.html and the State Single Audit Circular issued under the Uniform Grant Management Standards(UGMS) at http://www.governor.state.tx.us/grants/what/. Grantees must electronically submit to the Governor's Office copies of the results of any single audit conducted in accordance with OMB Circular No.A-133 at http://www.whitehouse.gov/omb/circulars/index.html or in accordance with the State Single Audit Circular issued under UGMS,within 30 calendar days after the grantee receives the audit results or nine months after the end of the audit period,whichever is earlier. Supplanting—Awarded funds must be used to supplement existing funds for program activities and not replace(supplant)funds that have been appropriated for the same purpose. Grant monitors and auditors will look for potential supplanting during reviews.Violations may result in a range of penalties,including suspension of future funds,suspension or debarment from receiving federal or state grants,recoupment of monies provided under the grant,and civil or criminal penalties. Refer to the Guide to Grants at https://eGrants.governor.state.tx.us/updates.aspx for additional information on supplanting. Conflict of Interest—Grantees should have in place established safeguards to prohibit employees from using their positions for a purpose that is,or gives the appearance of being motivated by a desire for private gain for themselves or others,particularly those with whom they have family,business,or other ties. Contracting and Procurement—Grantees must follow their established policy and best practices for procuring goods or services with grant funds.Contracts must be routinely monitored for delivery of services or goods.When contractual or equipment procurement is anticipated to be in excess of$100,000,grantees must submit a Procurement Questionnaire https://eGrants.governor.state.tx.us/updates.aspx to CJD for approval prior to procurement. Travel— Grantees must follow their established policies and good fiscal stewardship related to travel expenses. If the grantee does not have established policies regarding in-state and out-of-state travel,grantee must use the travel guidelines established for state employees. Uniform Crime Reporting—Local units of governments receiving funds from CJD must comply with all requirements for uniform crime reporting and must ensure that prompt reporting will remain current throughout the grant period. Criminal History Reporting-Entities receiving funds from CJD must comply with all requirements outlined in the Texas Code of Criminal Procedure,Ch.60,related to maintaining and reporting criminal history records. Limited English Proficiency—Grantees must take reasonable steps to ensure that persons with limited English proficiency have meaningful access to services.Meaningful access may entail providing language assistance services,including oral and written translation when necessary.Additional information on this requirement can be found at http://www.Iep.gov. Law Enforcement Programs—Law enforcement programs receiving funds from CJD must be in compliance with all rules developed by the Texas Commission on Law Enforcement Officer Standards and Education. 28 C.F.R.Part 23 Training-Any grant funded individual responsible for entering information into or retrieving information from an intelligence database must complete continuing education training on operating principles described by 28 C.F.R.Part 23 at least once for each continuous two-year period the person has primary responsibility for entering data into or retrieving data from an intelligence database. Programs Approved to Pay Overtime for Personnel-Overtime is allowable to the extent that it is included in the CJD approved budget,the grantee agency has an overtime policy approved by its governing body,and both grant-paid and non-grant paid personnel are treated the same with regards to the application of overtime policy(ies).In addition,in no case is dual compensation allowable. That is,an employee of a grantee agency may not receive compensation for hours worked(including paid leave)from his/her agency AND from an award for a single period of time,even though such work may benefit both activities.Overtime payments issued outside of these guidelines are the responsibility of the grantee agency. Cancellation for Awards-Grantees must take reasonable steps to commence project activities upon receiving notice of a grant award: Commencement Within 60 Days.If a project is not operational within 60 days of the original start date of the award period or grant award date as noted on this memorandum, whichever is later,the grantee must report by letter to CJD the steps taken to initiate the project,the reasons for delay,and the expected revised start date. Commencement Within 90 Days.If a project is not operational within 90 days of the original start date of the award period or grant award date as noted on this memorandum, whichever is later,the grantee must submit a second statement to CJD explaining the implementation delay.Upon receipt of the 90-day letter,CJD may cancel the project and redistribute the funds to other project areas.CJD may also,where extenuating circumstances warrant,extend the implementation date of the project past the 90-day period. Public Information Requests-Grantees must immediately notify and provide a copy to CJD of any Public Information Request received by the agency related to this grant award. Prohibited Acts of Agencies and Individuals-Grant funds may not be used in connection with the following acts by agencies or individuals employed by grant funds: • Grant funds may not be used to finance or otherwise support the candidacy of a person for an elected local,state,or federal office. This prohibition extends to the direct or indirect employment of a person to perform an action described by this subsection.In addition,grant-funded or grant-leased motor vehicles may not be used for the purpose described above. • Grant officials or grant funded employees may not use official authority or influence or permit the use of a program administered by the grantee agency of which the person is an officer or employee to interfere with or affect the result of an election or nomination of a candidate or to achieve any other political purpose. • Grant funded employees may not coerce,attempt to coerce,command,restrict, attempt to restrict,or prevent the payment,loan,or contribution of anything of value to a person or political organization for a political purpose. • Grantees must comply with the federal Hatch Act(5 U.S.C. §§ 1501- 1508)which restricts the political activity of some state and local employees who work in connection with federally funded programs. Covered state and local employees may not: 1)be candidates for public office in a partisan election;2)use official authority or influence to interfere with or affect the results of an election or nomination;or,3)directly or indirectly coerce contributions from subordinates in support of a political party or candidate. Employment of a Lobbyist-Grant funds may not be used to employ,as a regular full-time or part-time or contract employee,a person who is required by Chapter 305 of the Government Code to register as a lobbyist.Furthermore,grant funds may not be used to pay,on behalf of the agency or an officer or employee of the agency,membership dues to an organization that pays part or all of the salary of a person who is required by Chapter 305 of the Government Code to register as a lobbyist. Legislative Lobbying-Grant funds may not be used to attempt to influence the passage or defeat of a legislative measure. Use of Alcoholic Beverages-Grant funds may not be used to compensate an officer or employee who uses alcoholic beverages on active duty. In addition,grant funds may not be used to purchase an alcoholic beverage or to pay or reimburse a travel expense that was incurred for an alcoholic beverage. o AGENDA MEMORANDUM kOAPOPASfO First Reading Ordinance for the City Council Meeting of October 8, 2013 xss� Second Reading Ordinance for the City Council Meeting of October 15, 2013 DATE: September 25, 2013 TO: Ronald L. Olson, City Manager FROM: Annette Rodriguez, Director of Public Health Annetter cctexas.com 361-826-7205 Accepting a Continued Services "Bundle" Grant from the Department of State Health Services and appropriating funds to include: IDCUIFLU-LAB Infectious Disease Control Unit CPSILRN-HPP Preparedness and Prevention Community Preparedness Section: RLSSILPHS RLSSILocal Public Health'System-PnP, IMMILOCALS Immunization Branch,__ CPSILRN-PREP CPS-Laboratory Response Network-PREP, TBIPC-STATE Tuberculosis Prevention and Control-State, TBIPC-FEDERAL Tuberculosis Prevention and Control-Federal CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a total grant amount of $726,622 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide continued clinical services for the contract period of September 1, 2013 through August 31, 2014; and to ratify acceptance of the grants to begin as of September 1, 2013. PURPOSE: The bundled grants are to continue to provide services in our Laboratory, TB Clinic, Immunizations Clinic as well as conducting flu surveillances and Public Health Preparedness for our community. The RLSS grant allows the Health District to work on infrastructure to maintain these clinics. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a total grant amount of $726,622 to provide funding for public health services beginning September 1, 2013 through August 31, 2014 to fund personnel, fringe benefits and supplies to support the provision of essential public health services including Tuberculosis Prevention, Immunizations, Laboratory Services and Public Health Emergency Preparedness. The total dollar amount per grant is a follows: IDCUIFLU-LAB Infectious Disease Control Unit-$5,000, CPSILRN-HPP Preparedness and Prevention Community Preparedness Section-$34,298,RLSSILPHS RLSSILocal Public Health System-PnP- $164,368, IMM/LOCALS Immunization Branch-$241,637, CPSILRN-PREP CPS- Laboratory Response Network-PREP-$166,825.00, TBIPC STATE Tuberculosis Prevention and Control-State-$83,173, TB/PC-FEDERAL Tuberculosis Prevention and Control-Federal-$31,321. ALTERNATIVES: To discontinue clinical services at the Corpus Christi-Nueces County Public Health District. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds EMERGENCY INON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal Finance-Federal Grant and Office of Management and Budget. FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered ! Expended Amount This item $726,622 $726,622 BALANCE $726,622 $726,622 Fund(s): Comments: CPS-Laboratory Response Network requires 10% in-kind match, all others no match required RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Contract No. 2014-001102-00 IDCU/FLU-LAB Contract No. 2014-001141-00 CPS/LRN-HPP Contract No. 2014-000023-00 RLSS/LPHS-PnP Contract No. 2014-000014-00 IMM/LOCALS Contract No. 2014-001139-00 CPSILRN-PREP Contract No. 2014-001398-00 TB/PC-STATE Contract No. 2014-001384-00 TB/PC-FED Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a total grant amount of $726,622 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide continued clinical services for the contract period of September 1, 2013 through August 31, 2014; and to ratify acceptance of the grants to begin as of September 1, 2013. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a total grant amount of $726,622 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, for the contract period of September 1, 2013 through August 31, 2014, to provide continued clinical services: (1) $5,000 (Contract #2014-001102-00) for the IDCU/FLU-LAB Infectious Disease Control Unit; (2) $34,298 (Contract #2014-001141-00) for the CPS/LRN-HPP Preparedness and Prevention Community Preparedness Section; (3) $164,368 (Contract # 2014-000023-00)for the RLSS/LPHS RLSS/Local Public Health System-PnP; (4) $241,637 (Contract#2014-000014-00) for the IMM/LOCALS Immunization Branch; (5) $166,825 (Contract #2014-001139-00) for the CPS/LRN-PREP CPS- Laboratory Response Network-PREP; (6) $53,173 (Contract#2014-001398-00) for the TB/PC-STATE Tuberculosis Prevention and Control-State; and (7) $31,321 (Contract#2014-001384-00)for the TB/PC-FED Tuberculosis Prevention and Control --Federal. Section 2: Further the City Council ratifies acceptance of the grants to begin as of September 1, 2013. A copy of the executed grants shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2013, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2013, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of , 2013. ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2014-001102-00 This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Corpus Christi Public Health District (Contractor), a Governmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2.Total Amount: The total amount of this Contract is$5,000.00. 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract: This Contract begins on 09/0112013 and ends on 08131/2014. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract whichever is later. 5.Authority: DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Program Name: IDCU/FLU-LAB Infectious Disease Control Unit/FLU-LAB 7. Statement of Work: Contractor shall identify and recruit submitters of clinical specimens through discussions and a mutual agreement with local health departments in the Contractor's service area. Contractor may contact Vanessa.Telles @dshs.state.tx.us and flutexas @dshs.state.tx.us for guidance on appropriate submitters. Contractor shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8, "Service Area"of this contract. Contractor shall: • identify and recruit submitters of clinical specimens through discussions and a mutual agreement with local health departments in the Contractor's service area; • receive clinical specimens Monday through Friday from designated submitters within the Contractor's service area; • test up to two hundred (200)clinical specimens meeting Clinical Laboratory Improvement Act (CL.IA'88) specifications; • perform on each specimen, the Centers for Disease Control and Prevention (CDC) Real Time (RT) Polymerase Chain Reaction Method (PCR) for typing of influenza viruses; • retain positive influenza specimens through the end of the Contract term; • when directed by the Influenza Coordinator within the Department of State Health Services (DSHS) Emerging and Acute Infectious Disease Branch, appropriately submit the requested number of positive specimens to the Laboratory Services Section, Texas Department of State Health Services,Austin,.Texas or to another specified contract laboratory; • comply with DSHS Infectious Disease Control Unit (IDCU) program established Influenza surveillance protocol; and • comply with Health and Safety Code Chapter§81.046 located at http://www.statutes.legis.state.tx.us/Docs/HS/htm/HS.8l.htm#81.046. DSHS shall: • ensure Contractor receives a copy of the current influenza surveillance protocol, no later than the week ending October 5, 2013 (Mortality and Morbidity Weekly Report (MMWR)week 40). DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of unanticipated financial shortfalls. DSHS Program will monitor Contractor's expenditures on a quarterly basis. If expenditures are below that projected in Contractor's Program Attachment amount, Contractor's budget may be subject to a decrease for the remainder of the Renewal Program Attachment term. Vacant positions existing after ninety (90)days may result in a decrease in funds. PERFORMANCE MEASURES. The following performance measure will be used to assess in part Contractor's effectiveness in providing the services described in this Contract without waiving the enforceability of any of the other terms of the Contract. Contractor shall: 1. Ensure that at least one (1) healthcare provider, clinic, or hospital submits influenza surveillance specimens to the Contractor, 2. Provide and submit a list of providers or facilities that routinely submit specimens to the Contractor on or before December 2, 2013, by electronic mail to Vanes sa.Telles @dshs.state.tx.us, Judy.Kropp @dshs.state.tx.us, and flutexas @dshs.state.tx.us; 3. Perform testing weekly unless no samples were received that week; 4. When requested, send samples of all specimens testing positive for influenza to the Laboratory Services Section, Department of State Health Services(DSHS), Austin, Texas or other designated laboratory within ten (10) business days of request; and 5. Provide and submit written weekly reports on the RT-PCR influenza testing results, in the format provided by DSHS, each Monday, or if a holiday, the next business day beginning September 9, 2013 and continuing through the end of the Contract term. Reports should be sent by electronic mail to Vanessa.Telles @dshs.state.tx.us,judy.kropp @dshs.state.tx.us and flutexas @dshs.state.tx.us. Compliant reporting is required prior to DSHS approval for payment. a. Compliant Contractors submit weekly RT-PCR influenza testing result reports according to the format specified by DSHS and the due dates specified in the Programmatic Reporting Requirements. b. Non-compliant Contractors submit less than 80% of the weekly RT-PCR influenza testing reports according to the format specified by DSHS and the due dates specified in the Programmatic Reporting Requirements. See Programmatic Reporting Requirements section for required reports, time periods and due dates. BILLING INSTRUCTIONS: Contractor shall request payment electronically through the Contract Management and Procurement System (CMPS)with acceptable supporting documentation for reimbursement of the required services/de Iiverabies. Billing will be performed according to CMPS instructions found at the following link http://www.dshs.state.tx.us/cmps/. For assistance with CMPS, please email CMPS @dshs.state.tx.us or call 1-855-312-8474. 8. Service Area Nueces County This section intentionally left blank. 10. Procurement method: Non-Competitive Interagency/Interlocal GST-2012-Solicitation-00038 DSHS GOLIVE IDCU FLU LAB PROPOSAL 11. Renewals: Number of Renewals Remaining: 0 Date Renewals Expire: 08/31/2014 12. Payment Method: Cost Reimbursement 13. Source of Funds: STATE 14. DUNS Number: 069457786 15. Proarammatic Reaortina Reauirements: Report Name Frequency Period Begin Period End Due Date Providers Report Nonrecurring 09/01/2013 12/02/2013 1210212013 Weekly Report Weekly Monday Friday Following Monda 16. Special Provisions General Provisions, Article 1V. Payment Methods and Restrictions, Section 4.02 Billing Submission, Is revised to include the following. DSHS will reimburse Contractor upon submission of a Cost Reimbursement Invoice and DSHS acceptance of the required activities as indicated in the Performance Measures. General Provisions, Article XIII. General Terms, Section 93.15 Amendment, is amended to include the following: Contractor must 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 Program Attachment. 17. Documents Forming Contract. The Contract consists of the following: a. Contract (this document) 2014-001102-00 b. General Provisions Subrecipient General Provisions c. Attachments Budgets d. Declarations Fiscal Federal Funding Accountability and Transparency Act (FFATA) Certification e. Exhibits Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: City of Corpus Christi Vendor Identification Number: 17460005741 20. Entire Agreement, The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and I have read and agree to all parts of the contract, including any attachments and addendums. Department of State Health Services Corpus Christi Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1100 West 49th Street Address Address Austin, TX 787-4204 City, State, Zip City, State, Zip Telephone Number Telephone Number E-mail Address E-mail Address f Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/S tibrecipient) ARTICLE I COMPLIANCE AND REPORTING...................... .......11.115 ............................................................. Section 1.01 Compliance with Statutes and Rules. .........................................................................................5 Section 1.02 Compliance with Requirements of Solicitation Document. .....................................................5 Section1.03 Reporting. .....................................................................................................................................5 Section 1.04 Client Financial Eligibility. .........................................................................................................5 Section 1.05 Applicable Contracts Law and Venue for Disputes. .................................................................5 Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. .............................................5 Section 1.07 Statutes and Standards of General Applicability. ....................................................................6 Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts.........................7 Section 1.09 Civil Rights Policies and CompIaints. ........................................................................................8 Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. .............................................8 Section1.11 Funding Obligation. ....................................................................................................................9 ARTICLE11 SERVICES..........................................................................................................................................9 Section 2.01 Education to Persons in Residential Facilities. .........................................................................9 Section2.02 Disaster Services. .........................................................................................................................9 Section 2.03 Consent to Medical Care of a Minor. .........................................................................................9 Section 2.04 Telemedicine Medical Services. ..................................................................................................9 Section 2.05 Fees for Personal Health Services..............................................................................................10 Section 2.06 Cost Effective Purchasing of Medications. ..............................................................................10 Section 2.07 Services and Information for Persons with Limited English Proficiency...............................10 ARTICLEIII FUNDING.........................................................................................................................................10 Section 3.01 Debt to State and Corporate Status. ........................................................................................10 Section3.02 Application of Payment Due. ....................................................................................................10 Section 3.03 Use of Funds. ..............................................................................................................................10 Section 3.04 Use for Match Prohibited. .........................................................................................................11 Section 3.05 Program Income. .......................................................................................................................11 Section 3.06 Nonsupplanthng. .........................................................................................................................11 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS..........................................................................11 Section 4.01 Payment Methods. .....................................................................................................................I I Section 4.02 Billing Submission. ....................................................................................................................11 Section4.03 Final Billing Submission. ..........................................................................................................11 Section 4.04 Working Capital Advance. .......................................................................................................12 Section 4.05 Third Party Payors. ...................................................................................................................12 ARTICLE V TERMS AND CONDITIONS OF PAYMENT..............................................................................12 Section5.01 Prompt Payment. .......................................................................................................................12 Section 5.02 Withholding Payments. .............................................................................................................12 Section 5.03 Condition Precedent to Requesting Payment. .........................................................................12 Section5.04 Acceptance as Payment in Full. ................................................................................................13 ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS...........................................................13 Section 6.01 Allowable Costs. .........................................................................................................................13 Section 6.02 Independent Single or Program-Specific Audit. .....................................................................14 Section 6.03 Submission of Audit. ................................................................................................................14 ARTICLE VII CONFIDENTIALITY...........................................................:.....................................................14 Section7.01 Maintenance of Confidentiality. ...............................................................................................14 Section 7.02 Department Access to PHI and Other Confidential Information..................................15 General Provisions (Core Subrecipient)2014(July 15,2013) 1 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subreeipient) Section 7.03 Exchange of Client-Identifying Innformation.............................................................................15 Section 7.04 Security of Patient or Client Records. .....................................................................................15 Section 7.05 HIV/AIDS Model Workplace Guidelines. ...............................................................................15 ARTICLE VIII RECORDS RETENTION...........................................................................................................15 Section 8.01 Retention. ...................................................................................................................................15 ARTICLE IX ACCESS AND INSPECTION.........................................................................................................16 Section9.01 Access. .........................................................................................................................................16 Section 9.02 State Auditor's Office. ...............................................................................................................16 Section 9.03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. .................................................................................................................17 Section 10.03 Litigation. ...................................................................................................................................17 Section 10.04 Action Against the Contractor. ................................................................................................17 Section10.05 Insolvency. ..................................................................................................................................17 Section 10.06 Misuse of Funds and Performance Malfeasance. ....................................................................17 Section 10.07 Criminal Activity and Disciplinary Action. .............................................................................18 Section 10.08 Retaliation Prohibited. ..............................................................................................................18 Section 10.09 Documentation. ..........................................................................................................................18 ARTICLE XI ASSURANCES AND CERTIFICATIONS....................................................................................18 Section 11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinquencies. ...................................................................................................19 Section11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited, in connection with this Contract............................................19 Section 11.05 Ineligibility to Receive the Contract. ..............:........................................................................19 Section11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of Work. .........................................................................................20 ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR................................................20 Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .........................................................................................20 Section12.03 Insurance. ...................................................................................................................................21 Section 12.04 Fidelity Bond. .............................................................................................................................21 Section 12.05 Liability Coverage. ....................................................................................................................21 Section 12.06 Overtime Compensation. ..........................................................................................................21 Section 12.07 Program Site. .............................................................................................................................22 Section 12.08 Cost Allocation Plan. .................................................................................................................22 Section 12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(HUBs)..........................................................................22 Section12.11 Buy Texas. ..................................................................................................................................22 Section 12.12 Contracts}with Subrecipient and Vendor Subcontractors. ....................................................22 Section 12.13 Status of Subcontractors. ..........................................................................................................24 Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. ..........................................................24 Section12.15 Independent Contractor. ...........................................................................................................24 Section 12.16 Authority to Bind. ......................................................................................................................24 Section12.17 Tax Liability. ..............................................................................................................................24 Section 12.18 Notice of Organizational Change. ............................................................................................24 Section 12.19 Quality Management. ................................................................................................................25 Section 12.20 Equipment(Including Controlled Assets). ..............................................................................25 Section 12.21 Supplies. ......................................................................................................................................25 General Provisions(Core Subrecipient)2014(July 15,2013) 2 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section12.22 Changes to Equipment List. .....................................................................................................26 Section 12.23 Property Inventory and Protection of Assets. .........................................................................26 Section 12.24 Bankruptcy. ................................................................................................................................26 Section12.25 Title to Property. .......................................................................................................................26 Section 12.26 Property Acquisitions. ...............................................................................................................26 Section 12.27 Disposition of Property. ............................................................................................................26 Section12.28 Closeout of Equipment. ................:............................................................................................27 Section 12.29 Assets as Collateral Probibited. ................................................................................................27 ARTICLE XIII GENERAL TERMS....................................................................................................................27 Section13.01 Assignment...................................................................................................................................27 Section 13.02 Lobbying. ....................................................................................................................................27 Section13.03 Conflict of Interest. ....................................................................................................................27 Section 13.04 Transactions Between Related Parties. ....................................................................................28 Section 13.05 Intellectual Property. ................................................................„...............................................28 Section 13.06 Other Intangible Property. .......................................................................................................29 Section 13.07 Severability and Ambiguity=. .....................................................................................................29 Section 13.08 Legal Notice. ...............................................................................................................................29 Section 13.09 Successors. ..................................................................................................................................29 Section 13.10 Headings. ....................................................................................................................................29 Section13.11 Parties. ........................................................................................................................................29 Section 13.12 Survivability of Ternns. ..............................................................................................................29 Section 13.13 Direct Operation. .......................................................................................................................30 Section13.14 Customer Service Information. ................................................................................................30 Section 13.15 Amendment. ...............................................................................................................................30 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................30 Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. .....................................30 Section 13.18 Immunity Not Waived. ..............................................................................................................31 Section 13.19 Hold Harmless and Indemnification. .......................................................................................31 Section 13.20 Waiven'. ...................................................;..........,........................................................................31 Section 13.21 Electronic and Information Resources Accessibility and Security Standards. ...................31 Section13.22 Force Majeure. ...........................................................................................................................32 Section 13.23 Interim Contracts. .....................................................................................................................32 Section 13.24 Cooperation and Communication. ...........................................................................................32 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE........................32 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................32 Section 14.02 General Remedies and Sanctions. ............................................................................................33 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................34 Section 14.04 Emergency Action. ....................................................................................................................35 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT.............................................................................35 Section 15.01 Breach of Contract Clainn. ........................................................................................................35 Section 15.02 Notice. .........................................................................................................................................35 Section15.03 Sole Remedyy. ..............................................................................................................................35 Section 15.04 Condition Precedent to Suit. .....................................................................................................35 Section15.05 Performance Not Suspended. ...................................................................................................35 ARTICLE XVJ TERiIMINATION AND TEMPORARY SUSPENSION...........................................................35 Section 16.01 Expiration of Contract or Program Attachment(s). ...............................................................36 Section 16.02 Effect of Termination. Contract. .............................................................................................36 Section 16.03 Acts Not Constituting Termination. .........................................................................................36 Section 16.04 Termination or Temporary Suspension Without Cause..........................................................36 Section 16.05 Termination For Cause. ............................................................................................................36 General Provisions(Core Subrecipient)2014(July 15,2013) 3 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 16.06 Notice of Termination. ..............................................................................................................39 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................39 Section 17.01 Void Contracts. ..........................................................................................................................39 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. ......................................39 Section17.03 Appeals Rights. ..........................................................................................................................39 ARTICLE XVIII CLOSEOUT...............................................................................................................................39 Section 18.01 Cessation of Services At Closeout. ...........................................................................................39 Section 18.02 Administrative Offset. ...............................................................................................................39 Section 18.03 Deadline for Closeout. ...............................................................................................................39 Section 18.04 Payment of Refunds. .................................................................................................................39 Section 18.05 Disallowances and Adjustments. ..............................................................................................40 General Provisions(Core Subrecipient)2014(July 15,2013) 4 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply,and shall require its subcontractor(s)to comply,with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,rules,and executive orders,as such statutes,regulations, rules,and executive orders currently exist and as they may be lawfully amended. The Department Arles are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,rules or executive orders,the terms of this Contract will control. Contractor further agrees that,upon notification from DSHS,Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of tine effective date of this Contract or during the tern of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s),Contractor shall comply with the requirements,eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract)for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS.Failure to submit any required report or additional requested information by the due date specified in the Program Attachnient(s)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and remedies,and,if appropriate,emergency action;and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial Eligibility. Where applicable, Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,performance,interpretation,and any issues that may arise in any dispute between the Parties,this Contract will be governed by,and construed in accordance with,the laws of the State of Texas. in the event of a dispute between the Parties,venue for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable, federal statutes and regulations,including federal grant requirements applicable to funding sources,will apply to this Contract. Contractor agrees to comply with applicable laws,executive order's,regulations and policies, as well as Office of Management and Budget(OMB)Circulars(as codified in Title 2 of the Code of Federal Regulations), the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov. Code Chapter 783,and Uniform Grant Management Standards(UGMS),as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Services Division.UGMA and UGMS can be located through web links on the DSHS website at httl)://%vww.dslis.state.tx.us/contracts/Iinks.slltnr. Contractor also shall comply with all applicable federal and state assurances contained in UGMS,Part 111,State Uniform Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable,Contractor shall comply with the Federal awarding agency's Common Rule,and the U.S. Health and Human Services Grants Policy Statement,both of which may be General Provisions(Core Subrecipient) 2014(July 15,2013) 5 located through%veb links on the DSHS website at http:/hvww.dslis.state.tx.us/contracts/litiks.slitm. For contracts funded by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies. To the extent applicable to Contractor,Contractor shall comply with the following: a) the following statutes,rules,regulations,and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs, benefits or activities or denial of any aid, care, service or other benefit on the basis of race,color,national origin,limited English proficiency,sex,sexual orientation(where applicable), disabilities,age,substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC§§2000d et seq.;2)Title IX of the Education Amendments of 1972,20 USC§§ 1681- 1683,and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973,29 USC §794(a);4)the Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.; 5)Age Discrimination Act of 1975,42 USC §§ 6101-6107; 6)Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC§290dd(b)(1); 7)45 CFR Parts 80, 84,86 and 91; 8)U.S.Department of Labor,Equal Employment Opportunity E.O. 11246; 9)Tex. Lab. Code Chapter 21; 10)Food Stamp Act of 1977 (7 USC §200 et seq.; 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12)Drug Abuse Office and Treatment Act of 1972,21 USC §§ 1101 et sect.,relating to drug abuse; 13)Public Health Service Act of 1912,§§523 and 527,42 USC§290dd-2,and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 14)Title Vlll of the Civil Rights Act of 1968,42 USC§§3601 et seq.,relating to nondiscrimination in housing; and 15) DSHS Policy AA- 5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986,8 USC§ 1324a,and Immigration Act of 1990,8 USC 1101 et seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; - c) Pro-Children Act of 1994,20 USC§§ 6081-6084,and the Pro-Children Act of 2001,20 USC §7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§ 289a-1 et seq.,and 6601 (PL 93-3 48 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-28,which limits the political activity of employees whose employment is funded with federal funds; f) Fair Labor Standards Act,29 USC§§201 et seq.,and the Intergovernmental Personnel Act of 1970, 42 USC§§4701 et seq.,as applicable,concerning minimum wage and maximum hours; g) Tex. Gov. Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex.Lab. Code Chapters 401-406 and 28 Tex,Admin, Code Part 2,regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC §263a,regarding the regulation and certification of clinical laboratories; j) Tire Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030,or Title 25 Tex.Admin. Code Chapter 96 regarding safety standards for handling blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC§§ 2131 et seq.,pertaining to the treatment of laboratory animals; 1) environmental standards pursuant to the following: 1)Institution of environmental quality control pleasures under the National Environmental Policy Act of 1969,42 USC§§4321-4347 and Executive Order I IS 14(35 Fed.Reg. 4247),"Protection and Enhancement of Environmental Quality;"2) General Provisions(Core Subrecipient)2014(July 15,2013) 6 Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3)Protection of wetlands pursuant to Executive Order 11990,42 Fed,Reg.26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed.Reg. 26951 and,if applicable,flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (PL 93-234);5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6)Federal Water Pollution Control Act,33 USC§1251 ct seq.;7) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC§§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC§§ 1531 et seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC §§7401 et seq.; 10)Wild and Scenic Rivers Act of 1968 (16 USC§§ 1271 et seq.)related to protecting certain rivers system;and 11) Lead-Based Paint Poisoning Prevention Act (42 USC§§4801 et seq.)prohibiting the use of lead-based paint in residential construction or rehabilitation; rn) Intergovernmental Personnel Act of 1970(42 USC §§4278-4763)regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 CFR Part 900, Subpart F); n) Titles 11 and III of the Unifortn Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§276a to 276a-7),the Copeland Act(40 U.S.C. §276c and 18 USC § 874),and the Contract Work Hours and Safety Standards Act(40 USC§§ 327-333),regarding labor standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966, §146(16 USC §470),Executive Order 11593,and the Archaeological and Historic Preservation Act of 1974(16 USC §§469a-1 et seq.)regarding historic property to the extent necessary to assist DSHS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No.A-133, "Audits of States,Local Governments,and Non-Profit Organizations;" r) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC§7104); s) Executive Order,Federal Leadership on Reducing Text Messaging While Driving,October 1,2009,if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement,additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government; and certain additional provisions will apply to such Contractors. a) The following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts: 1) Hold Harmless and Indemnification, Section 13.19; 2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete the word "employees"in the fourth sentence;the remainder of the section applies); 3) Insurance, Section 12.43; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; General Provisions(Core Subrecipient) 2014(July 15,2013) 7 6) Historically Underutilized Businesses,Section 12.10(Contractor,however,shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status, Section 3.01; 8) Application of Payment Due, Section 3.02; and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts only). b) The following additional provisions will apply to interagency contracts; 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government;and(3) the services,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex.Health& Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. c) The following additional provisions will apply to interlocal contracts; 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Irrterlocal Cooperation Act,Tex. Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective elate specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission(HHSC)Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to— Civil Rights Office Health and Human Services Commission 701 W. 51st St.,Mail Code W206 Austin,Texas 78751 (888)388-6332 or(512)438-4313 TTY Toll-free(877)432-7232 HHSCivilRightsOfficc a hhsc.state,tx,us Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,permits,registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,permit, registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active status all licenses,certifications,permits,registrations and approvals required to perform their duties under this Contract General Provisions(Core Subrecipient)2014(July 15,2013) 8 and shall prohibit any person xvlro does not hold a current,active required license,certification,permit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation. This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human services agencies,amendment of the Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. ARTICLE II SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons,who are housed in Department-licensed and/or-funded residential facilities and who are twenty-two (22)years of age or younger,have access to educational services as required by Tex.Educ. Code§29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code§ 29.012 not later than the third calendar day after the date a person who is twenty-two(22)years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In the event of a local,state,or federal emergency,including natural,man- made,criminal,terrorist,and/or biotefforism events,declared as a state disaster by the Governor,or as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DSHS in providing services,as appropriate,in the following areas: community evacuation; health and medical assistance; assessment of health and medical needs;health surveillance; medical care personnel;health and medical equipment and supplies;patient evacuation; in-hospital care and hospital facility status;food,drug,and medical device safety;worker health and safety;mental health and substance abuse;public health information; vector control and veterinary services;and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency,be cost-effective,and be least intrusive on Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under this Contract,either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fam. Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex, Fam. Code Chapter 32,federal law supersedes state law. Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing telemedicine service must include the following requirements: a) clinical oversight by Contractor'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; C) use by credentialed licensed providers providing clinical care within the scope of their licenses; General Provisions(Core Subrecipient) 2014(July 15,2013) 9 1) 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 telernedicine services that ensures timely access to accurate information between the two sites. Telentedicine Medical Services does not include chemical dependency treatment services provided by electronic means under Rule§448.911. Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex.Health&Safety Code§ 12.032,DSHS Rule§1.91 covering Fees for Personal Health Services,and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be accounted for as Program Income in accordance with the DSHS Contractor's Financial Procedure Manual. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. Section 2.07 Services and Information for Persons with Limited English Proficiency. Contractor 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. Contractor 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. Contractor shall make every effort to avoid use of any persons under the age of eighteen(1$)or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency,unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. ARTICLE III FUNDING Section 3.01 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 Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor,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.). Contractor, if a corporation,further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term,all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. General Provisions (Core Subrecipient) 2014(July 15,2013) 10 Section 3.04 Use for Match Prohibited. Contractor shall not use fiords provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department fiords through a project or activity performed tinder a Program Attachment and/or earned only as a result of a Program Attachment during the term of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract,Contractor shall use the addition alternative,as provided in UGMS §_.25(g)(2),for the use of program income to further the program objectives of the state or federal statute under which the Program Attachment was made,and Contractor shall spend the program income on the same Program Attaclnent project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions,the Contractor's Financial Procedures Manual located at littp://www.dslis.state.tx.us/contracts/cfpm.shtm and the provisions of the Program Attachrnent(s). Contractor shall expend program income during the Program Attachment tern and may not cagy forward to any succeeding tern. Contractor shall refund program income not expended in the term in which it is earned to DSHS. DSHS may base future funding levels,in part,upon Contractor'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. Section 3.06 Nonsupplanting. Contractor shall not supplant(i.e.,use funds from this Contract to replace or substitute existing funding from other sources that also supports the 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. Contractor shall make a good faith effort to maintain its current level of support. Contractor 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 IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s),the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attachment(s) and acceptable submission of a request for reimbursement;or 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,as stated in the Program Attachment(s)and acceptable submission of all required documentation,forms and/or reports. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s)in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachment(s)or permitted under the Third Party Payors section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill.Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department, Contractor shall submit a reimbursement or payment request as a final close-out bill not later than sixty(60)calendar days following the end of the term of the Program Attachment for goods received and services rendered during the tern. If necessary to meet this deadline,Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than sixty(60) calendar days following the end of the applicable tern will not be paid. Consideration of requcsts for an exception will be made on a case-by-case basis,subject to the availability of funding,and only for an extenuating circumstance,such as a catastrophic event,natural disaster,or criminal activity that substantially General Provisions (Core Subrecipient) 2014(July 15,2013) 11 interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section, Section 4.04 Working Capital Advance. If allowed under this Contract,a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at http://www.dslis.state.tx.us/contracts/cfum.sfitin. Section 4.05 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided. Third party payors include,but are not limited to,commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract,Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor 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 who are otherwise eligible for Department 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 Department for the deductible; (d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted,in which case the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals have been exhausted; (e) maintain appropriate documentation from the third party payer reflecting attempts to obtain reimbursement; (f) bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department;and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor-is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met,Department will make payment in accordance with the Texas prompt payment law(Tex. Gov. Code Chapter 2251). Contractor shall comply with Tex. Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance,and all invoices and Contractor's performance are subject to audit or review by the Department, Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor has not refunded to Department,or if financial status report(s)required by the Department are not submitted by the date(s)due, Department may take repayment(recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refunds,contract settlements,audit recoveries,and interest earned on such funds before requesting cash payments including any advance payments froin Department. General Provisions (Core Subrecipient)2014(July 15,2013) 12 Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health Services section of the Services Article of these General Provisions or under 25 Tex, Admin, Code§444.413, Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients or participants,and Contractor slrall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Allowable Costs. For services satisfactorily performed,and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the funds to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due date(s). DSHS may take repayment(recoup)from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles,audit requirements,and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Princi les Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS, OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular A-110(2 (2 CFR,Part 220) A-133 CFR,Part 215)and applicable Federal awarding agency common rule;and UGMS,as applicable Nan-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122(2 CFR,Part A-133 and UGMS A-110 (2 CFR,Part 230) 215)and applicable Federal awarding agency common rule For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency common rule in OMB Circular A-122 Procedures,or (2 CFR Part,230) as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the General Provisions(Core Subrecipient)2014 (July 15,2013) 13 federal or state awarding agency A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at littp://ivww.dshs.state,tx.us/contracts/Iinks.slitni. 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. Section 6.02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal fiords awarded, Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget (OMB)Circ.No.A-133, the Single Audit Act of 1984,P L 98-502,98 Stat.2327,and the Single Audit Act Amendments of 1996,P L 104-156, 110 Stat. 1396. The$500,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded,Contractor must have a single audit or program-specific audit in accordance with UGMS, State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS, as applicable,for their program-specific audits.The HHSC Office of Inspector General (OIG) will notify Contractor to complete the Single Audit Status Registration Form. If Contractor fails to complete the Single Audit Status Form within thirty(30)calendar days after notification by OIG to do so,Contractor shall be subject to DSHS 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,which is accessible through a web link on the DSHS xvebsite at littp://Nvww.dslis.state.tx.us/coiitracts/Iiiiks.slitiii. Contractor shall procure audit services in compliance with this section,state procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contractor is a state governmental entity,shall competitively re-procure independent single audit services at least every six(6)years. Section 6.03 Submission of Audit. Within thirty(30)calendar days of receipt of the audit reports required by the Independent Single or Program-Specific Audit section,Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG,at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O. Box 149347 Compliance/Audit,Mail Code 1326 Austin,Texas 78714-9347 P.O.Box 85200 Austin,Texas 78708-5200 If Contractor 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 Contractor of an audit report,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and client records that contain protected health information(PHI),and any other information that discloses confidential personal information or identifies any client served by DSHS, in accordance with applicable federal and state laws,rules and regulations, including but not limited to 7 CFR Part 246;42 CFR Part 2;45 General Provisions(Core Subrecipient)2014 (July 15,2013) 14 CFR Parts 160 and 164(Health Insurance Portability and Accountability Act[HIPAA]);Tex. Health&Safety Code Chapters 12,47,81,82,85,88,92, 161, 181,241,245,251, 534, 576,577,596,611,and 773; and Tex. Occ. Code Chapters 56 and 159 and all applicable rules and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential information under this Contract,without the consent of the individual to whom the PHI relates,for funding, payment and administration of the grant program,and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other law,Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR§ 164.504(e)(3)(i)(B),Tex.Health&Safety Code§533.009 and Rule Chapter 414, Subchapter A or other applicable laws or Arles. Contractor shall disclose information described in Tex.Health& Safety Code§ 614.017(a)(2)relating to special needs offenders,to an agency described in Tex.Health&Safety Code§ 614.017(c)Upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention ofinedical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department,without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if care or treatment is transferred to another DSHS- funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care,services,or programs,Contractor shall implement Department's policies based on the HIVIAIDS (human immunodeficiency virus/acquired immunodeficiency syndrome)Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,Policy No. 090.021,and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS,in accordance with the Tex. Health&Safety Code § 85.112-114.A link to the Model Workplace Guidelines can be found at http:://www.dslis.state.tx.us/IllVstd/polio'/policies.slitm. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum, Contractor shaII retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract, for a period of four(4)years after the termination of this Contract. If services are funded through Medicaid,the federal retention period,if more than four(4)years,will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resol=ed. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22,Part 9,§ 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor-ceases business operations,it shall ensure that records relating to this Contract are securely General Provisions(Core Subrecipient) 2014(July 15,2013) 15 stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates,whichever is sooner. Contractor shall provide,and update as necessary, the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE IX ACCESS AND INSPECTION Section 9.01 Access. In addition to any right of access arising by operation of 1a-v,Contractor,and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives,as well as duly authorized federal,state or local authorities,including the Comptroller General of the United States,OIG, and the State Auditor's Office(SAO),unrestricted access to and the right to examine any site where business is conducted or client services are performed,and all records (including financial records,client and patient records,if any,and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract;and the right to interview members of Contractor's governing body,staff,volunteers,participants and clients concerning the Contract,Contractor's business and client services. If deenied necessary by the Department or the OIG,for the purpose of investigation or hearing,Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment,and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department information collected,assembled or maintained by Contractor relative to this Contract for the Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall,upon request,make all records,books,papers, documents,or recordings related to this Contract available for inspection,audit,or reproduction during normal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of funds under this Contract acts as acceptance of the authority of the SAO,or any successor-agency,to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation,including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract fluids disbursed by Contractor to its subcontractors,and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate,in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site(s)will be conveyed in writing to Contractor. Contractor shall submit,by the date prescribed by DSHS,a resolution to the deficiency identified in a site inspection,program or management review or financial audit to the satisfaction of DSHS or,if directed by DSHS,a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions, General Provisions(Core Subrecipient) 2014(July 15,2013) 16 ARTICLE X NOTICE REQUIREMENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases(HIWSTD);Fancily Planning(Titles V,X and XX); Primary Health Care;Maternal and Child Health; and Women, Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex.Fam. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting,and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department located at www.dslrs.state.tx.us/cluildabusereporting. Contractor shall retain reporting documentation oil site and make it available for inspection by DSHS. Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities,Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the Health,safety or welfare of Department-funded clients or participants within seventy-two (72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not Iimited to an action,suit or proceeding before any court or governmental body,including environmental and civil rights matters,professional liability, and employee litigation. Notification must include the names of the parties,nature of the litigation and remedy sought,including amount of damages,if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within three(3)working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the contract; and the contract or case reference number. If Contractor,as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity,it shall disclose this information within three(3)working days of the surrender,suspension or revocation to the contract manager assigned to tlue Program Attachment by submitting a one-page description that includes the reason(s) for such action;the name and contact information of the local,state or federal department or agency or entity; the date of the license action; and a license or case reference number. Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency,incapacity,or outstanding unpaid obligations to(lie Internal Revenue Service(IRS)or Texas Workforce Commission(TWC)within three(3)working days of the date of determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3)working days of such action by Contractor's governing body. Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,unlawfiul activity,or violation of financial laws,rules,policies,and procedures related to performance under this Contract. Contractor shall make such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. General Provisions(Core Subrecipicnt) 2014(July 15,2013) 17 Additionally, if this Contract is federally funded by the Department of Health and Hurnan Services(HHS), Contractor shall report any credible evidence that a principal,employee,subcontractor or agent of Contractor, or any other person,has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct involving those funds. Contractor shall make this report to the SAO at littp://sao.fraud.state.tx.rrs, and to the HHS Office of Inspector General at http://wn,�v.oi--.hhs.gov/fraud/hotlinc/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision,received deferred adjudication, is presently indicted for or has been convicted of a criminal offense related to any financial matter,federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor,or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization,an employee or volunteer of Contractor,or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed on community supervision,received deferred adjudication,or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who engaged,or was alleged to have engaged,in an activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSHS. Section 10.08 Retaliation Prohibited. Contractor-shall not retaliate against any person who reports a violation of,or cooperates with an investigation regarding,any applicable law,rule,regulation or standard to the Department,another state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180(parts A-1),45 CFR Part 76(or comparable federal regulations); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; General Provisions(Core Subrecipient) 2014(July 15,2013) 18 g) neither it,nor its principals have within the three(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain,or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-rigging),or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records,malting false statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; h) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal,state or local)with the commission of any of the offenses enumerated in subsection g)of this section;and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article,without modification (except as required to make applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during tine term of this Contract,Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by Tex.Fain. Code§ 231.006,a child support obligor who is more than thirty(30) calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner,shareholder,or owner with an ownership interest of at least twenty-five percent(25%)is not eligible to receive payments from state funds under a contract to provide property,materials,or services or receive a state-funded grant or loan. If applicable, Contractor shall maintain its eligibility to receive payments under this Contract,certifies that it is not ineligible to receive the payments specified in this Contract,and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor-to act in connection with this Contract and to provide such additional information as may be required, Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or fixture employment,gift, loan, gratuity,special discount,trip, favor,service or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 11.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. Code§2155,004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements,statennent(s)of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor,nor its employees,nor anyone acting for Contractor has received compensation from DSHS for participation in the development,drafting or preparation of specifications, General Provisions(Core Subrecipient) 2014(July 15,2013) 19 requirements or statement(s)of work for this Contract or in the Solicitation Document on which this Contract is based; (b)pursuant to Tex. Gov. Code§§2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law,or been assessed a federal civil or administrative penalty,in connection with a contract awarded by the federal goveninient for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,2005; (c)Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Tex. Gov. Code §§2155.004,2155.006 or 2261.053, and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 1 1.06 Antitrust. Pursuant to 15 USC§ 1,et seq. and Tex.Bus. &Coinrn. Code§ 15.01,et seq. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for fire purpose of substantially lessening competition in such line of business. Section 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time franie prescribed in this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS Or CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations,including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state laws and regulations;and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further,Contractor's governing body shall ensure separation of powers, duties,and functions of governing body members and staff. Staff members,including the executive director,shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence the employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573)to the member-of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two(2) years prior to the election,appointment or employment of the officer,employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body,officers and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual,and any of its subsequent amendments,which is available at the Department's web site: http://www.dshs.state.tx.us/contracts/cfpin.shtm. Contractor shall maintain an appropriate contract administration system to ensure that all terms, conditions,and specifications are met during the term of the contract through the completion of the closeout procedures. Contractor shall develop, implement,and maintain financial management and control systems that meet or exceed the General Provisions(Core Subrecipient)2014(July 15,2013) 20 requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual, Those requirements and procedures include,at a minimum,tine following: a) financial planning,including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of finds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to the general ledger;and c) effective internal and budgetary controls; comparison of actual costs to budget;determination of reasonableness,allowableness,and alloeability of costs; timely and appropriate audits and resolution of any findings;billing and collection policies; and a mechanism capable of billing and making reasonable efforts to collect front clients and third parties, Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost,stolen,damaged or destroyed. If any insured equipment purchased with DSHS funds is lost,stolen,damaged or destroyed,Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS. Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to$100,000 that covers each employee of Contractor handling fiends under this Contract,including person(s) authorizing payment of such funds, The fidelity bond or insurance must provide for indemnification of losses occasioned by(1) any fraudulent or dishonest act or acts committed by any of Contractor's employees,either individually or in concert with others,and/or(2)failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 12.05 Liability Coverage. For the benefit of DSHS,Contractor shall at all threes maintain liability insurance coverage,referred to in Tex. Gov. Code§2261.102,as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible persons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act; for-profit corporations organized under the Texas Business Corporations Act;and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section,Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion General Provisions(Core Subrecipient) 2014(July 15,2013) 21 of overtime only under the following conditions: 1)with tine prior written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck;3)when employees are performing indirect functions,such as administration,maintenance,or accounting;4)in performance of tests,laboratory procedures,or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed;or 5)when lower overall cost to DSHS will result. Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local,state and federal zoning,building,Health,fire,and safety standards, Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O. Box 149347,Austin,Texas 78714-9347,or by email to mailto:coscapOdsh,s,state,tx.us no later than the 60"'calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan oil file with the Department. Contractor shall implement and follow the applicable Cost Allocation Plan. if Contractor's plan is the same as the plan previously submitted to DSHS,by signing this Contract,Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted. If the Cost Allocation Plan changes during the Contract term,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30)calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at littu://www.dslis.state.tx.us/contracts/cfpni.slitm. Section 12.09 No I!;ndorsentent.Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS,and from using the Department's name,logo or website link in any manner that is intended,or that could be perceived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program,services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses(HUBs). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is perrnnitted under this Program Attachment,Contractor is encouraged to make a good faith effort to consider subcontracting with HUBs in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex.Admin. Code§ 20.10 et seq. Contractors may obtain a list of HUBs at littp://www.wiiidow.state.tx.iis/proctireiiietit/t)roOliub. If Contractor has filed a HUB subcontracting plan,the platy is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBs during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by tine 15th day of each month for the prior month's activity,if there was any such activity,in accordance with 34 Tex.Admin. Code§20.16(b). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code§2155.4441. Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachrnent(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000,Contractor shall obtain written approval from DSHS, Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS. Contractor shall ensure that General Provisions(Core Subrecipient) 2014(July 15,2013) 22 subcontractors are fully aware of the requirements placed upon them by statclfederal statutes,rules,and regulations and by the provisions of this Contract. Contracts with all subcontractors,whether vendor or subrecipient,must be in writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number(V1N) or Employee Identification Number(EIN); b) a detailed description of the services to be provided; c) measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable tennination clause;and e) beginning and ending dates that coincide with the dates of the applicable Program Attachnient(s) or that cover a term within tine beginning and ending dates of the applicable Program Attachment(s). Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall not contract with a subcontractor,at any tier,that is debarred,suspended,or excluded from or ineligible for participation in federal assistance programs; or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section (Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related Parties sections(General Tel-ins Article), General Provisions(Core Subrecipient) 2014(July 15,2013) 23 Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements;have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three(3)years any license issued by the Department. Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts,without modification (except as required to snake applicable to the subcontractor),(1)the certifications stated in the Assurances and Certifications Article; (2) the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article;and(3) a provision granting to DSHS, SAO,OIG, and the Comptroller General of the United States,and any of their representatives, the right of access to inspect the work and the premises on which any work is perforned, and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions. Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachment(s)applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 12.13 or any of the certifications stated in the Assurances and Certifications Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12.13 or the assurances stated in the Assurances and Certifications Article changes during the teen of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 12.15 Independent Contractor, Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees,subcontractors,joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract,Contractor acknowledges that its employees,subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terns. Section 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS,this Contract will be subject to rernedies and sanctions under this Contract,including immediate termination at the Department's discretion. If the Contract is terminated under this section, the Department will not enter into a contract with Contractor for three(3)years from the date of termination. Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within ten(10)business days of any change to the Contractor's name;contact information;key personnel,officer,director or partner;organizational structure,such as merger, acquisition or change in form of business;legal standing;or authority to do business in Texas.A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions, General Provisions (Core Subrecipient)2014(July 15,2013) 24 Section 12.19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.20 Equipment. Equipment means an article of nonexpendable,tangible personal property having a useful lifetime of more than one year and an acquisition cost of$5,000 or more, Contractors shall inventory all equipment,and report the inventory on the Contractors Property Inventory Form or Form GC-1 I as required under Section 12.23Contractor shall initiate the purchase of all equipment approved in writing by DSHS,in the first quarter of the Contract or Program Attachment terns,as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of Rinds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies,drugs,janitorial supplies,office supplies,patient educational supplies,software,and any items of tangible personal property other than those defined as equipment above. Tangible personal property includes controlled assets,including firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than$5,000: desktop and laptop computers(including notebooks,tablets and similar devices),non-portable printers and copiers,emergency management equipment,communication devices and systems,medical and laboratory equipment,and media equipment are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required,but such purchases must be reported on the Contractors Property hrventory Form or Form GC-11 as detailed under Section 12,23. General Provisions(Core Subrecipient) 2014(July 15,2013) 25 Section 12.22 Changes to Equipment List. All items of equipment to be purchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attachment,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved,Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request,as appropriate;or,in the case of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipnient,supplies defined as controlled assets,and property described in the Other Intangible Property section of Article XIH and submit an annual cumulative report of the equipment and other property on Form GC-11 (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 15"'of each year. The report is located on the DSHS website at littp://Nvww.dstis.state.tx.us/contracts/foniis.slitm. Contractor shall maintain,repair,and protect assets under this Contract to assure their frill availability and usefulness. If Contractor is indemnified,reimbursed,or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract,Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy,Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy,and title must revert to Department. If directed by DSHS,Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any,contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment,and supplies in possession of the subcontractor from the bankruptcy,and title must revert to Department,who may require that the property,equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor,for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may,at its option and to the extent allowed by law, transfer the reversionary interest to such property to Contractor, Section 12.26 Property Acquisitions. Department funds must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's(AHA's)"Estimated Useful Lives of Depreciable Hospital Assets"in disposing,at any tinie during or after the Contract terra,of equipment purchased with the Department funds,except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state,or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requirements of UGMS. If,prior to the end of the useful life,any,item of equipment is no longer needed to perform services under this Contract,or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than$5,000,Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an item reaches the end of its useful life,Contractor shall General Provisions(Core Subrccipient) 2014 (July 15,2013) 26 ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12.28 Closeout of Equipment. At the end of the term of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated, Contractor shall submit to the contract manager assigned to the Program Attachment,an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department funds must be secured by Contractor at the time of Closeout or termination of the Program Attachment and must be disposed of according to the Department's disposition instructions,which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor,at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XIII GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign, or sell its interest,in whole or in part,in this Contract,or in any equipment purchased with funds from this Contract,without the prior written consent of the Department. Section 13.02 Lobbying. Contractor shall comply with Tex, Gov. Code§"556.0055,which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further,Contractor shall not use funds paid under this Contract,either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of government,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state Iegislature,or for influencing or attempting to influence an officer or employee of any federal or state 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 contract or the extension, continuation,renewal,amendment,or modification of any contract (31 USC§ 1352 and UGMS). If at any time this Contract exceeds$100,000 of federal funds,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract,a certification that none of the funds provided by Department have been or will be used for payment to lobbyists, and disclosure of the names of any and all registered lobbyists with whom Contractor-has an agreement. Contractor shall file the declaration,certification,and disclosure at the time of application for this Contract;upon execution of this Contract unless Contractor previously filed a declaration,certification,or disclosure form in connection with the award;and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration,certification, or disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager assigned to the Program Attachment. Contractor shall also comply,as applicable,with the lobbying restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;2 CFR Part 225 (A-87)Appendix B section 24;2 CFR§215.27(A-110)and 2 CFR Part 220(A-21)Appendix A, subsection J.17 and J.28. Contractor shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its -subcontractors,if any,do not have nor shall Contractor or its subcontractors knowingly acquire or retain,any financial or other General Provisions(Core Subrecipient)2014(July 15,2013) 27 interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include,but are not limited to,an existing or potential business or personal relationship between Contractor(or subcontractor), its principal(or a member of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC,their commissioners or employees,or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. 1f,at any time during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest,Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10)days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten(10)days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attachment the name,address and telephone number of the related party,how the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage,common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor,for purposes of reporting transactions between related parties,includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573, Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars,which may include 45 CFR part 74,OMB Circ.No.A-110,2 CFR§215.42,and UGMS. Section 13.05 Intellectual Property. Tex. Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. a) "Intellectual property"means created property that maybe protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"work made for hire." DSHS owns works made for hire unless it agrees otherwisc by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire,Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter,and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas,as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,or otherwise use,and to authorize others to use,for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract;and(2)any rights of copyright to which a Contractor-purchases ownership with contract funds.Contractor shall place an acknowledgment of federal awarding agency grant General Provisions (Core Subrecipient) 2014(July 15,2013) 28 support and a disclaimer,as appropriate,on any publication written or published with such support and,if feasible,on any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from(federal awarding agency)"or"The project described was supported by grant number from(federal awarding agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awarding agency}." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and irrevocable license to reproduce,publish or otherwise use,and to authorize others to use,for DSHS,public health,and state governmental noncommercial purposes(1) the copyright,trademark,service mark,and/or patent on an invention,discovery,or improvement to any process,machine,manufacture,or composition of matter;products;technology;scientific information; trade secrets;and computer software,in any work developed under a grant,subgrant,or contract under a grant or subgrant; and(2)any rights of copyright,service or trade marks or patents to which a grantee,subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law,Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-eopyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,URLs, software licenses with a value of$500 or more,etc. Contractor shall inventory all such non-eopyrightable intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 SeverabiHty and Ambiguity. If any provision of this Contract is construed to be illegal or invalid,tine illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted,proposed and accepted, Section 13.08 Legal Notice. Any notice required or peutuitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or, if sent by certifted mail,on the date of receipt. Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other.that they are entities fully familiar with transactions of the kind reflected by the contract documents, and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Tennination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that(a)the General Provisions(Core Subrecipient) 2014(July 15,2013) 29 Parties]lave expressly agreed will survive any such tennination or expiration,or(b)remain to be performed or (c)by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion,the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13.14 Customer Service Information. if requested, Contractor shall supply such infonnation as required by the Department to comply with the provisions of Tex. Gov. Code Chapter 2114 regarding Customer Service surveys. Section 13.15 Amendment, The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Patties,except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment; and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment terra,as applicable, Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article,Contractor shall not perform or produce, and DSHS will not pay for the performance or production of,different or additional goods,services,work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any terra,covenant,or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a) contractor's contact person and contact information; b) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; C) cumulative budget transfers that exceed 25%among direct cost categories,other than the equipment category,of cost reimbursement contract Program Attachments of less than 100 000,provided that the total budget amount is unchanged (This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures; and e) a change in Contractor's share of the budget concerning non-DSHS funding other-than program income and match,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten (10)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification may be by letter,fax or email. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or less among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be General Provisions(Come Subrecipient) 2014(July 15,2013) 30 made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories,other than the equipment category,that exceed 25%of Program Attachments of$100.000 or more,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget; e) changes in the equipment category of a previously approved equipment budget; t) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g.,foreign travel expenses,overtime premiums,membership fees; and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from or to the equipment category that equal or exceed 10%of any Program Attaclunent require an amendment to this Contract as described in the Amendment section of this Article). In order to request a revision of any of the enumerated provisions,Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indemnification. Contractor,as an independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers,and the federal government harmless and to indemnify them from any and all liability,suits,claims, losses,damages and judgments; and to pay all costs,fees,and damages to the extent that such costs,fees,and damages arise from performance or nonperformance of Contractor,its employees,subcontractors,joint venture participants or agents under this Contract. Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,non-action or default under this Contract will not constitute a waiver of either Party's rights under this Contract. Section 13.21 Electronic and Information Resources Accessibility and Security Standards. As required by I Tex,Admin. Code Chapters 213 and 206,as a state agency,DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in I Tex.Admin. Code Chapter 213 and Website Accessibility Standards/Specifications specified in 1 Tex. Admin. Code Chapter 206(collectively EIR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance under this Contract includes the development,modification or maintenance of a website or other electronic and information resources for DSHS or for the public on behalf of DSHS,Contractor certifies that the website or other electronic and information resources comply with the EIR Standards. Contractor further certifies that any network hardware or software purchased or provided under this Contract has undergone independent General Provisions(Core Subrecipient) 2014(July 15,2013) 31 certification testing for known and relevant vulnerabilities,in accordance with miles adopted by Department of Information Resources. Section 13.22 Force Majeure. Neither Party will be liable for any failure or delay in performing all or some of its obligations,as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party,including,but not limited to,extraordinarily severe weather,strikes,natural disasters,fire,civil disturbance,epidemic,war,court order,or acts of God. The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and,if applicable,for any reasonable period of time thereafter required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.)and,as soon as practicable,must subunit written notice with proof of receipt,of the existence of a force majeure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as an"Interim Contract"beyond the expiration date of the terns of the Contract or Program Attachment(s),as applicable,under the following circumstances: (1)on or shortly prior to the expiration date of the Contract or Program Attachment,there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment; and(2)DSHS makes the determination in its sole discretion that ail Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services(with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract, or both. The notice wiII include billing instructions and detailed information on how DSHS will fund the goods or services to be procured during the Interim Contract term. The Interim Contract will terminate thirty(30) days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Depailinent staff and,as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include,but are not limited to,the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract,including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; e) failure by Contractor to provide a full accounting of funds expended under this Contract; f) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or General Provisions (Core Subrecipient) 2014 (July 15,2013) 32 h) Contractor is on or is added to the Excluded Parties List System(EPLS). Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC 41G may investigate,audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute,rule or regulation,or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline can be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract, including but not limited to compliance with applicable statutes,rules or regulations, tre Department may take one or more of the following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inforan Contractor of the termination no less than thirty(30)calendar days before the effective date of the termination in a notice of termination, except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination,the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is all action taken by the Department in which the Contractor is notified to temporarily(1)discontinue performance of all or part of the Contract, and/or (2)discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension,pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance and/or incur allowable expenses. Contractor shall not bill DSHS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; cj deny additional or future contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service,3)expend funds appropriately and at a rate that will make fill use of the award,or 4)achieve local match,if required; e) disallow costs and credit for matching funds,if any, for all or part of the activities or action not in compliance; f) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance,if applicable,or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed by Contractor for(1)unallowable,undocumented,disputed, inaccurate,improper,or erroneous billings;(2)material failure to comply with Contract provisions; or- (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained General Provisions(Core Subrecipient) 2014 (July 15,2013) 33 fraudulently or upon the Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any finds paid under this Contract; i) request that Contractor be removed from the Centralized Master Bidders List(CMBL)or any other state bid list,and barred from participating in future contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor on probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six(6)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor.Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely be conducted; 1) require Contractor to obtain technical or managerial assistance; in) establish additional prior approvals for expenditure of funds by Contractor; n) require additional or more detailed,financial and/or programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices,or failure to comply with Contract terms; p) pursue a claim for damages as a result of breach of contract; q) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participants,or require removal of ally employee,volunteer,officer or governing body member,if the employee,volunteer,officer or member of the governing body has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; r) withhold any payments to Contractor to satisfy any recoupment, liquidated damages,match insufficieney,or any penalty(if the penalty is permitted by statute) imposed by DSHS,and take repayment from finds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; s) reduce the Contract tern; t) recoup improper payments when it is verified that Contractor has been overpaid,e.g,,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices or failure to comply with Contract terms; u) assess liquidated damages; v) demand repayment of an amount equal to the amount of any match Contractor failed to provide,as detemiined by DSHS; w) impose other remedies,sanctions or penalties permitted by statute. Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced),stating the nature of the remedies and sanction(s),the reasons for imposing them,the corrective actions,if any,that must be taken before the actions will be removed and the time allowed for completing the corrective actions,and the method,if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment,Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan) or demonstrate in writing that the findings on which the remedies or sanction(s)are based are either invalid or do not warrant the remedies or sanction(s). If Department determines that a remedy or sanction is warranted,unless the remedy or sanction is subject to review under a federal or state statute, regulation,rule, or guideline,Department's decision is final. Department will provide written notice to General Provisions(Core Subrecipient)2014(July 15,2013) 34 Contractor of Department's decision. If required by the Department,Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter,and if recoupment is available,DSHS will recoup the amount due to DSHS from fiords otherwise due to Contractor under this Contract. Section 14.04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny future contract awards,or delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action. An"emergency"is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health,welfare or safety. The direct adverse effect may be.programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures; or b) Contractor is expending funds inappropriately, Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules§§4.11- 4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex. Gov Code Chapter 2260,subchapter B. To initiate the process,Contractor shall submit written notice,as required by subchapter B, to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260,subchapter B,are being invoked. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subehapter B is a condition precedent to the filing of a contested ease proceeding under Tex. Gov. Code Chapter 2260,subchapter C. Section 15.03 Sole Remedy. The contested case process provided in Tex.Gov. Code Chapter 2260, subchapter C,is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex. Gov. Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ.Prac, &Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor,in whole or in part. ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION General Provisions(Core Subrecipietit) 2014(July 15,2013) 35 Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terms section of the General Teens Article,Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments,all or a part of this Contract may be terminated with or without cause under this Article. Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor's costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination.. Upon termination of this Contract or Program Attachment, as applicable,Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment, as applicable,to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract,Department and Contractor will be discharged from any further obligation created under the applicable terms of this Contract or the Program Attachment,as applicable,except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS,and except as provided in the Survivability of Terms section of the General Terms Article. Termination does not,However,constitute a waiver of any remedies for breach of this Contract. In addition,Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not Include the Department's(1) withdrawal of fiends awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period;(2)withdrawal of the unobligated balance at the expiration of the term of a program attachment; (3) refusal to extend a program attachment or award additional funds to make a competing or noncompeting continuation,renewal,extension,or supplemental award;(4)non-renewal of a contract or program attachment at Department's sole discretion;or(5)voiding of a contract upon determination that the award was obtained fraudulently,or was otherwise illegal or invalid from inception. Section 16.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the other Party,except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services,Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. e) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if funds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human services agencies,amendments to the Appropriations Act,health and human services consolidations,or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension. Upon notification of temporary suspension, Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of the suspension, d) Department may terminate this Contract or a Program Attachment immediately when,in the sole determination of Department,termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30) calendar days written notice to the other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other conduct that jeopardizes the Contract objectives,by General Provisions(Core Subrecipient) 2014(July 15,2013) 36 giving at-least thirty(30)calendar days written notice to Contractor. Such conduct may include one or more of the following: a) Contractor has failed to adhere to any lazes,ordinances,rules,regulations or orders of any public authority leaving jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statement(s) of work or Solicitation Document on which this Contract is based in violation of Tex. Gov, Code§2155,004;or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code§§2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) if judgment for the payment of money in excess of$50,000 (that is not covered by insurance) is rendered by any court or governmental body against Contractor,and Contractor does not(a) discharge the judgment,or(b)provide for its discharge in accordance with its terms,or(c)procure a stay of execution within thirty(30)calendar days from the date of entry of the judgrncnt, or(d)if the execution is stayed,within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed,appeal from the judgement and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case snider tiie Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization,arrangement,insolvency,readjustment of debt,dissolution, receivership or liquidation law of any jurisdiction then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization,arrangement,insolvency, readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30) calendar days;or 10) Contractor consents to the appointment of a receiver, trustee,or liquidator of Contractor or of all or any part of its property; General Provisions (Core Subrecipient)2014(July 15,2013) 37 h) Contractor's management system does not meet the UGMS management standards; or Any required license,certification,permit,registration or approval required to conduct Contractor's business or to perform services under this Contract is not obtained or is revoked,is surrendered, expires,is not renewed,is inactivated or is suspended. General Provisions(Core Subrecipient)2014(July 15,2013) 38 Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACT'S Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void,or is suspended,or is terminated for cause is not eligible for expansion of current contracts,if any,or new contracts or renewals until,in the case of suspension or termination, the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally,if this Contract is found to be void,any amount paid is subject to repayment. Section 17.03 Appeals Rights. Pursuant to Tex. Gov, Code§2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds, Contractor may request an administrative hearing under Tex. Gov.Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment)on its own terms,Contractor shall cease services under this Contract or Program Attachment;and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary,to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers,as needed. Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachnent is terminated or has expired. Upon termination,expiration(with no renewal) or non- renewal of this Contract or a Program Attachment,Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18.03 Deadline for Closeout. Contractor shall submit all financial,performance,and other Closeout reports required under this Contract within sixty(60)calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article,the Department is not liable for any claims that are not received within sixty (60)calendar days after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result in a refund due,which Contractor shall pay within the tirne period established by the Department. General Provisions (Core Subrecipient)2014(July 15,2013) 39 Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds,corrections,or other transactions. General Provisions(Core Subrecipient) 2014(July 15,2013) 40 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2014-001141-00 This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Corpus Christi Public Health District (Contractor), a Governmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2. Total Amount: The total amount of this Contract is$34,298.00. 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract: This Contract begins on 09/01/2013 and ends on 08/3112014. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract,whichever is later. 6.Authority: DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Program Name: CPS/LRN-HPP Preparedness and Prevention Community Preparedness Sec 7. Statement of Work: The Contractor shall assist The Department of State Health Service (DSHS) in the implementation of Office of the Assistant Secretary for Preparedness and Response (OASPR), Hospital Preparedness Program (HPP)- to enhance the ability of hospitals and health care systems to prepare for and respond to bioterrorism and other public health emergencies. Contractor shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8. "Service Area" of this contract. Contractor shall conduct activities at the local level as stated in the Fiscal Year(FY)2014 Hospital Preparedness Program Workplan for the Texas Laboratory Response Network(LRN), Exhibit A (Workplan). Contractor shall: • Maintain extensive collaboration with all hospitals located in the identified service area to plan for response activities for biothreats; • Present laboratory-oriented training to hospitals and reference laboratories in the identified service area on the LRN sentinel protocols to include packaging and shipping of both biological and chemical samples according to published Centers for Disease Control and Prevention (CDC) protocols; • Maintain a system for safe specimen transport from local laboratories; • Explore the capabilities and needs of sentinel laboratories; and • Provide individual LRN surge capability plan. Contractor shall comply with all applicable federal and state laws, rules, and regulations including, but not limited to, the following: • Public Law 107-188, Public Health Security and Bioterrorism Preparedness and Response Act of 2002; • Public Law 107-188, Regulation of Certain Biological Agents and Toxins; • Public Law 109-417, Pandemic and All-Hazards Preparedness Act of 2006; and Chapter 81, Texas Health and Safety Code. Contractor shall comply with all applicable regulations, standards and guidelines in effect on the beginning date of this Program Attachment. The following documents are incorporated by reference and made a part of this Program Attachment: • Contractors Financial Procedures Manual dated September 1, 2012 or latest version located at: http:llwww.dshs.state.tx.us/contracts/cfpm.shtm; • FY 2014 Office of the Assistant Secretary for Preparedness and Response (OASPR) Hospital Preparedness Program- CFDA Number 93.074- http:llwww.phe.gov/preparedness/planning/hpp/pages/default.aspx • FY 2014 Hospital Preparedness Program Workplan for Laboratory Response Network(LRN) Laboratories; • Contractor's FY 2014 Applicant Information and Budget Detail; and CDCs Local Emergency Preparedness and Response Inventory. Contractor shall notify DSHS in advance of Contractor's plans to participate in or conduct local exercises, in a format specified by DSHS. Contractor shall participate in statewide exercises planned by DSHS as needed to assess the capacity of Contractor to respond to Bioterrorism, other outbreaks of infectious disease, and other public health threats and emergencies. Contractor shall prepare after-action reports, documenting and correcting any identified gaps or weaknesses in preparedness plans identified during exercises, in a format specified by DSHS. Contractor shall cooperate with DSHS to coordinate all planning,training and exercises performed under this Program Attachment with the Governor's Division of Emergency Management of the State of Texas, or other points of contact at the discretion of the division, to ensure consistency and coordination of requirements at the local level and eliminate duplication of effort between the various domestic preparedness funding sources in the state. In the event of a public health emergency involving a portion of the state, Contractor shall mobilize and dispatch staff or equipment that were purchased with funds from this Program Attachment and that are not performing critical duties in the jurisdiction served to the affected area of the state upon receipt of a written request from DSHS. Contractor shall inform DSHS in writing if it shall not continue performance under this Program Attachment within thirty(30) days of receipt of an amended standard(s)or guideline(s). DSHS may terminate the Program Attachment immediately or within a reasonable period of time as determined by DSHS. Contractor shall develop, implement, and maintain a timekeeping system for accurately documenting staff time and salary expenditures for all staff funded through this Program Attachment, including partial Full Time Employees (FTEs) and temporary staff. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Contractor's expenditures on a quarterly basis. If expenditures are below that projected in Contractor's total Contract amount, Contractor'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. Performance Measures: Contractor shall complete the PERFORMANCE MEASURES as stated in the attached Exhibit A (Workplan). Contractor shall provide reports as requested by DSHS to satisfy information-sharing requirements set forth in Texas Government Code, Sections 421 .071 and 421.072 (b) and (c). BILLING INSTRUCTIONS: Contractor shall request payment electronically through the Contract Management and Procurement System (CMPS)with acceptable supporting documentation for reimbursement of the required services/deliverables. Billing will be performed according to CMPS instructions found at the following link http://www.dshs.state.tx.us/cmps/. For assistance with CMPS, please email CMPS @dshs.state.tx.us or call 1-855-312-8474. 8. Service Area Calhoun County, Goliad County, Jackson County, Victoria County, Aransas County, Bee County, Jim Wells County, Kieberg County, Live Oak County, Nueces County, Refugio County, San Patricio County This section intentionally left blank. 10. Procurement method: Non-Competitive InteragencyllnterlocaI GST-2012-Solicitation-00028 DCPS GOLIVE LRN HPP PROPSAL 11. Renewals: Number of Renewals Remaining: 3 Date Renewals Expire: 08/31/2017 12. Payment Method: Cost Reimbursement 13. Source of Funds: 93.889, 93.889 14. DUNS Number. 069457786 This section intentionally left blank. 16. Special Provisions General Provisions, Article I Compliance and Reporting, Reporting Section 1.03 is revised to include: Contractor shall submit programmatic reports as directed by DSHS in a format specified by DSHS. Contractor shall provide DSHS other reports, including financial reports, and any other reports that DSHS determines necessary to accomplish the objectives of this contract and to monitor compliance. If Contractor is legally prohibited from providing such reports, Contractor shall immediately notify DSHS in writing. Contractor shall provide reports as requested by DSHS to satisfy information-sharing Requirements set forth in Texas Government Code, Sections 421.071 and 421.072 (b) and (c). General Provisions,Article 1V Payment Methods and Restrictions, Billing Submission Section 4.02, is amended to include the following: Contractor shall submit requests for reimbursement or payment, or revisions to previous reimbursement request(s), no later than August 14, 2014 for costs incurred between the services dates of September 1, 2013 and June 30, 2014. General Provisions,Article V Terms and Conditions of Payment Article, is revised to include: DSHS will monitor Contractor's billing activity and expenditure reporting on a quarterly basis. Based on these reviews, DSHS may reallocate funding between contracts to maximize use of available funding. General Provisions, Article VI Allowable Costs and Audit Requirements, Section 6.01 is amended to include the following: For the purposes of this Program Attachment, funds may not be used for: fundraising activities, lobbying, research, construction, major renovations, reimbursement of pre-award costs, clinical care; purchase vehicles funding an award to another party or provider who is ineligible, backfllling costs for staff, or to purchase incentive items. General Provisions, Article XII General Business Operations of Contractor, Equipment Purchases, Section 12.20is revised as follows: Contractor is required to initiate the purchase of approved equipment and controlled assets no later than August 31, 2014 as documented by issue of a purchase order or written order confirmation from the vendor on or before August 31, 2014. In addition, all equipment and controlled assets must be received no later than 60 calendar days following the end of the Program Attachment term. General Provisions, Article XIII General Terms, Amendment Section 13.15, is amended to include the following: Contractor shall submit all amendment and contract revision requests in writing to the Contract Manager at least 90 days prior to the end of the term of this Program Attachment. 17. Documents Forming Contract. The Contract consists of the following: a. Contract (this document) 2014-001141-00 b. General Provisions Subrecipient General Provisions c. Attachments Budgets d. Declarations Fiscal Federal Funding Accountability and Transparency Act(FFATA) Certification e. Exhibits Exhibit A(Work Plan; Any changes made to the Contract,whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: City of Corpus Christi Vendor Identification Number: 17460005741 027 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and I have read and agree to all parts of the contract, including any attachments and addendurns. Department of State Health Services Corpus Christi Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1100 West 49th Street Address Address Austin, TX 787-4204 City, State, Zip City, State, Zip Telephone Number Telephone Number E-mail Address E-mail Address Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 7.03 Exchange of Client-Identifying Innformation.............................................................................15 Section 7.04 Security of Patient or Client Records. .....................................................................................15 Section 7.05 HIWAIDS Model Workplace Guidelines. ...............................................................................15 ARTICLE VIII RECORDS RETENTION.....................................„.,..................................................................15 Section8.01 Retention. ...................................................................................................................................15 ARTICLE IX ACCESS AND INSPECTION.........................................................................................................16 Section 9.01 Access. .........................................................................................................................................16 Section9.02 State Auditor's Office. ...............................................................................................................16 Section 9.03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. .................................................................................................................17 Section10.03 Litigation. ........................................................:..........................................................................17 Section 10.04 Action Against the Contractor. ................................................................................................17 Section 10.05 Insolvenc`'. .................................................................. ""'..........................................................17 Section 10.06 Misuse of Funds and Performance Malfeasance. ....................................................................17 Section 10.07 Criminal Activity and Disciplinary Action. .............................................................................18 Section 10.08 Retaliation Prohibited. ..............................................................................................................18 Section10.09 Documentation. ...................................................................................................... ...........18 ARTICLE XI ASSURANCES AND CERTIFICATIONS...............................................................I.......I............18 Section11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinquencies. ...................................................................................................19 Section 11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited. in connection with this Contract............................................19 Section 11.05 Ineligibility to Receive the Contract. .......................................................................................19 Section11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of Work. .........................................................................................20 ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR................................................20 Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .......................................................................................1.20 Section 12.03 Insurance. ...................................................................................................................................21 Section 12.04 Fidelity Bond. .............................................................................................................................21 Section 12.05 Liability Coverage. ....................................................................................................................21 Section12.06 Overtime Compensation. ..........................................................................................................21 Section12.07 Prograiu Site. .............................................................................................................................22 Section 12.08 Cost Allocation Plan. .................................................................................................................22 Section12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(HUBs)..........................................................................22 Section 12.11 Buy Texas. ..................................................................................................................................22 Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. ....................................................22 Section 12.13 Status of Subcontractors. ..........................................................................................................24 Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. ..........................................................24 Section12.15 Independent Contractor. ...........................................................................................................24 Section 12.16 Authority to Bind. ......................................................................................................................24 Section 12.17 Tax Liability. ..............................................................................................................................24 Section 12.18 Notice of Organizational Change. ............................................................................................24 Section12.19 Quality Management. ................................................................................................................25 Section 12.20 Equipment(Including Controlled Assets). ..............................................................................25 Section12.21 Supplies. ......................................................................................................................................25 General Provisions (Core Subrecipient)2014(July 15,2013) 2 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Cone/Subrecipient) Section 12.22 Changes to Equipment List. .....................................................................................................26 Section 12.23 Property Inventory and Protection of Assets. .........................................................................26 Section 12.24 Bankruptcy. ................................................................................................................................26 Section 12.25 Title to Propertyy. .......................................................................................................................26 Section12.26 Property Acquisitions. ...............................................................................................................26 Section 12.27 Disposition of Property.. ............................................................................................................26 Section 12.28 Closeout of Equipment. ................................................................................................I............27 Section 12.29 Assets as Collateral Prohibited. ................................................................................................27 ARTICLE XIII GENERAL TERDES....................................................................................................................27 Section 13.01 Assignment...................................................................................................................................27 Section 13.02 Lobbying. ....................................................................................................................................27 Section 13.03 Conflict of Interest. ....................................................................................................................27 Section 13.04 Transactions Between Related Parties. ....................................................................................28 Section 13.05 Intellectual Property. .................................................................................................................28 Section 13.06 Other Intangible Property. .......................................................................................................29 Section 13.07 Severablilty and Ambiguity. .....................................................................................................29 Section 13.08 Legal Notice. ...............................................................................................................................29 Section 13.09 Successors. ..................................................................................................................................29 Section 13.10 Headings. ....................................................................................................................................29 Section 13.11 Parties. ........................................................................................................................................29 Section 13.12 Survivability of Terms. ..............................................................................................................29 Section 13.13 Direct Operation. .......................................................................................................................30 Section 13.14 Customer Service Information. ................................................................................................30 Section 13.15 Amendment. ...............................................................................................................................30 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................30 Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. .....................................30 Section 13.18 Ilmllunity Not Waived. ..............................................................................................................31 Sections 13.19 Bold Harmless and Indemnification. .......................................................................................31 Section 13.20 Waiver. .......................................................................................................................................31 Section 13.21 Electronic and Information Resources Accessibility and Security Standards. ...................31 Section 13.22 Force Majeure. ...........................................................................................................................32 Section 13.23 Interim Contracts. .....................................................................................................................32 Section 13.24 Cooperation and Communication. ...........................................................................................32 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE I........................32 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................32 Section 14.02 General Remedies and Sanctions. ............................................................................................33 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................34 Section 14.04 Emergency Action. ....................................................................................................................35 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT.............................................................................35 Section 15.01 Breach of Contract CIaim. ........................................................................................................35 Section 15.02 Notice. .........................................................................................................................................35 Section 15.03 Sole Remedy. ..............................................................................................................................35 Section 15.04 Condition Precedent to Suit. .....................................................................................................35 Section 15.05 Performance Not Suspended. ...................................................................................................35 ARTICLE XVI 'TERMINATION AND TEMPORARY SUSPENSION...........................................................35 Section 16.01 Expiration of Contract or Program Attachment(s). ...............................................................36 Section 16.02 Effect of Termination. Contract. .............................................................................................36 Section 16.03 Acts Not Constituting Termination. .........................................................................................36 Section 16.04 Termination or Temporary Suspension Without Cause..........................................................36 Section 16.05 Termination For Cause. ............................................................................................................36 General Provisions (Core Subrecipient)2014(July 15,2013) 3 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 16.06 Notice of Termination. ..............................................................................................................39 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................39 Section 17.01 Void Contracts. ..........................................................................................................................39 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. ......................................39 Section17.03 Appeals Rights. ..........................................................................................................................39 ARTICLE XVIII CLOSEOUT...............................................................................................................................39 Section 18.01 Cessation of Services At Closeout. ...........................................................................................39 Section18.02 Administrative Offset. ...............................................................................................................39 Section 18.03 Deadline for Closeout. ...............................................................................................................39 Section 18.04 Payment of Refunds. .................................................................................................................39 Section 18.05 Disallowances and Adjustments. ..............................................................................................40 General Provisions(Core Subrecipient) 2014(July 15,2013) 4 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance witli Statutes and Rules. Contractor shall comply,and shall require its subcontractor(s)to comply,with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,rules,and executive orders,as such statutes,regulations, rules,and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,rules or executive orders,the terms of this Contract will control. Contractor further agrees that,upon notification from DSHS,Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the tune of the effective date of this Contract or during the term of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document, Except as specified in these General Provisions or the Program Attaclnnent(s),Contractor shall comply with the requirements,eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract) for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting, Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS. Failure to submit any required report or additional requested information by the due date specified in the Program Attachments)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and remedies,and,if appropriate,emergency action; and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial Eligibility. Where applicable,Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,performance,interpretation,and any issues that may arise in any dispute between the Parties,this Contract will be governed by,and construed in accordance with,the laws of the State of Texas. In the event of a dispute between the Parties,venue for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable, federal statutes and regulations,including federal grant requirements applicable to funding sources;will apply to this Contract. Contractor agrees to comply with applicable laws,executive orders,regulations and policies,as well as Office of Management and Budget(OMB)Circulars(as codified in Title 2 of the Code of Federal ReguIations),the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov. Code Chapter 783,and Uniform Grant Management Standards(UGMS), as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Services Division. UGMA and UGMS can be located through web links on the DSHS website at littp://Nvww.dshs.state.tx.us/cont►Acts/links.slitcn. Contractor also shall comply with all applicable federal and state assurances contained in UGMS,Part III,State Uniform Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable,Contractor shall comply with the Federal awarding agency's Common Rule,and the U.S.Health and Human Services Grants Policy Statement,both of which may be General Provisions(Core Subrecipient) 2014(July 15,2013) 5 located through web links on the DSHS website at lr#t :/hvww.dshs.state.tx,trs/conhactsllinks.slrtm. For contracts funded by block grants,Contractor shall comply with Tex. Gov. Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies. To the extent applicable to Contractor,Contractor shall comply with the following: a) the following statutes,rules,regulations,and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs, benefits or activities or denial of any aid, care, service or other benefit on the basis of race,color,national origin,limited English proficiency,sex,sexual orientation(where applicable), disabilities,age,substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC §§2000d et seq.;2)Title IX of the Education Amendments of 1972,20 USC§§ 1681- 1683,and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973,29 USC §794(a);4)the Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.; 5)Age Discrimination Act of 1975,42 USC §§6101-6107; 6) Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC§290dd(b)(1); 7)45 CFR Parts 80, 84, 86 and 91; 8)U.S.Department of Labor,Equal Employment Opportunity E.O. 11246;9)Tex.Lab, Code Chapter 21; 10) hood Stamp Act of 1977(7 USC §200 et seq.; 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12) Drug Abuse Office and Treatment Act of 1972,21 USC§§ 1101 et seq.,relating to drug abuse; 13) Public Health Service Act of 1912,§§ 523 and 527,42 USC§290dd-2,and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 14)Title VIII of the Civil Rights Act of 1968,42 USC§§ 3601 et seq.,relating to nondiscrimination in housing;and 15)DSHS Policy AA- 5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986,8 USC§ 1324a, and immigration Act of 1990,8 USC 1101 et seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c) Pro-Children Act of 1994,20 USC §§ 6081-6084,and the Pro-Children Act of 2001,20 USC § 7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§289a-1 et seq.,and 6601 (PL 93-348 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-28,which limits the political activity of employees whose employment is funded with federal funds; f) Fait'Labor Standards Act, 29 USC§§201 et seq.,and the Intergovernmental Personnel Act of 1970, 42 USC §§4701 et seq.,as applicable,concerning minimum wage and maximum hours; g) Tex. Gov. Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex. Lab. Code Chapters 401-406 and 28 Tex. Admin. Code Part 2, regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC §263a,regarding the regulation and certification of clinical Iaboratories; j) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030,or Title 25 Tex. Admin. Code Chapter 96 regarding safety standards for handling_ blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC§§2131 et seq.,pertaining to the treatment of laboratory animals; 1) environmental standards pursuant to the following: 1)Institution of environmental quality control measures under the National Environmental Policy Act of 1969,42 USC §§4321-4347 and Executive Order 11514(35 Fed. Reg. 4247), "Protection and Enhancement of Environmental Quality;"2) General Provisions(Cora Subrecipient)2014(July 15,2013) 6 Notification of violating facilities pursuant to Executive Order 11738(40 CFR Part 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3)Protection.of wetlands pursuant to Executive Order 11990,42 Fed. Reg.26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed. Reg. 26951 and,if applicable,flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (PL 93-234); 5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.;6)Federal Water Pollution Control Act, 33 USC §1251 et seq.;7) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC§§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC§§ 1531 et seq.; 9)Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC §§7401 et seq.; 10)Wild and Scenic Rivers Act of 1968(16 USC§§ 1271 et seq.)related to protecting certain rivers system;and 11)Lead-Based Paint Poisoning Prevention Act (42 USC§§4801 et seq.)prohibiting the use of lead-based paint in residential construction or rehabilitation; m) Intergovernmental Personnel Act of 1970(42 USC§§4278-4763)regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 CFR Part 900, Subpart F); n) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§276a to 276a-7),the Copeland Act(40 U,S,C. §2760 and 18 USC § 874),and the Contract Work Hours and Safety Standards Act(40 USC§§327-333),regarding labor standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966,§106(16 USC §470),Executive Order 11593,and the Archaeological and Historic Preservation Act of 1974(16 USC §§469a-1 et seq.)regarding historic property to the extent necessary to assist DSHS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No. A-133,"Audits of States,Local Governments,and Nan-Profit Organizations;" i) Trafficking Victims Protection Act of 2000,Section 106(g) (22 USC§7104); s) Executive Order,Federal Leadership on Reducing Text Messaging While Driving,October 1,2009,if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement,additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government; and certain additional provisions will apply to such Contractors. a) The following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts: 1) Hold Harmless and Indemnification, Section 13.19; 2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete the word "employees"in the fourth sentence;the remainder of the section applies); 3) Insurance, Section 12.03; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; General Provisions(Core Subrecipient)2014(July 15,2013) 7 6) Historically Underutilized Businesses, Section 12.10(Contractor,however,shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status, Section 3.01; 8) Application of Payment Due, Section 3.02; and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts only). b) Tire following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government;and(3) the services,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex.Health& Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. c) The following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interlocal Cooperation Act,Tex.Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request,Contactor shall provide the Health and Hunan Services Commission(I-IHSC)Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to-- Civil Rights Office Health and Human Services Commission 701 W. 5lst St.,Mail Code W206 Austin,Texas 78751 (888) 388-6332 or(512)438-4313 TTY Toll-free(877)432-7232 IIHSCivilRightsOffice a hhsc.state.tx.us Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,permits,registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,permit,registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active status all licenses,certifications,permits,registrations and approvals required to perform their duties under this Contract General Provisions(Core Subrecipient) 2014(July 15,2013) 8 and shall prohibit any person who does not hold a current,active required license,certification,pennit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation, This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations,.budget cuts,transfer of fiends between programs or health and human services agencies, amendment of the Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. ARTICLE II SERVICES Section 2,01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons,who are housed in Department-licensed and/or-funded residential facilities and who are twenty-two (22)years of age or younger,have access to educational services as required by Tex. Educ. Code§ 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code§29.012 not later than the third calendar day after the date a person who is twenty-two(22)years of age or younger is placed in Contractor's residential facility. Section 2.02 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 as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DSHS in providing services,as appropriate,in the following areas: community evacuation;health and medical assistance; assessment of health and medical needs;health surveillance; medical care personnel;health and medical equipment and supplies;patient evacuation; in-hospital care and hospital facility status; food,drug,and medical device safety;worker health and safety;mental health and substance abuse;public health information; vector control and veterinary services; and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency,be cost-effective,and be least intrusive on Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under this Contract,either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fam.Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex. Fain. Code Chapter 32,federal law supersedes state law. Section 2.04 Teleinedicine Medical Services. Contractor shall ensure that if Contractor-or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing telernedicine service must include the following requirements: a) clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b) contraindication considerations for telemedicine use; e) 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; C) use by credentialed licensed providers providing clinical care within the scope of their-licenses; General Provisions(Core Subrecipient) 2014(July 15,2013) 9 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 Rule §448.911. Section 2.05 Tees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex. Health&Safety Code§ 12.032,DSHS Rule§1.91 covering)Fees for Personal Health Services,and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be accounted for as Program Income in accordance with the DSHS Contractor's Financial Procedure Manual. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. Section 2.07 Services and Information for Persons with Limited English Proficiency. Contractor 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. Contractor shall identify and document on the client records the primary language/dialect of a client-%vho 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. Contractor shall make every effort to avoid use of any persons under the age of eighteen(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. ARTICLE III FUNDING Section 3.01 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 Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor, 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§§ 17 1.0 01 et seq.). Contractor, if a corporation,further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract terin,all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. General Provisions(Core Subrecipient)2014(July 15,2013) 10 Section 3.04 Use for Match Prohibited. Contractor shall not use funds provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or earned only as a result of a Program Attachment during the term of the Prograin Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract,Contractor shall use the addition alternative,as provided in UGMS §u.25(g)(2),for the use of program income to further the program objectives of the state or federal statute under which the Program Attachment was made, and Contractor shall spend the program income on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions,the Contractor's Financial Procedures Manual located at http://xN ww.dslis.state.tx.iis/contracts/cfpm.slitm and the provisions of the Program Attachment(s). Contractor-shall expend program income during the Program Attachment terra and may not carry forward to any succeeding terns. Contractor-shall refund program income not expended in the term in which it is earned to DSHS. DSHS may base future funding levels,it)part, upon Contractor'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, Section 3.06 Nonsupplanthig, Contractor shall not supplant(i.e.,use funds from this Contract to replace or substitute existing funding from other sources that also supports the 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. Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation substantiating that a reduction in state or local firnding,if any,resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attaclmient(s),the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attachment(s)and acceptable submission of a request for reimbursement; or 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,as stated in the Program Attachrnent(s) and acceptable submission of all required documentation,forms and/or reports. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s)in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachments)or permitted under the Third Party Payors section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department,Contractor shall submit a reimbursement or payment request as a final close-out bill not later than sixty(60) calendar days following the end of the term of the Program Attachment for goods received and services rendered during the term. If necessary to meet this deadline,Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than sixty(60) calendar days following the end of the applicable term will not be paid. Consideration of requests for an exception will be made on a case-by-case basis,subject to the availability of funding,and only for an extenuating circumstance,such as a catastrophic event,natural disaster,or criminal activity that substantially General Provisions(Core Subrecipient) 2014(July 15,2013) 11 interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 4.04 Working Capital Advance. If allowed under this Contract,a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at httr):/hvww.dslrs.state.tx.us/contracts/cfpnu.shtirr. Section 4.05 Third Party Payors. A third party payor is any person or.entity who has the legal responsibility for paying for all or part of the services provided. Third party payors include,but are not limited to,commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract,Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor 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 who are otherwise eligible for Department 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 Department for the deductible; (d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted,in which case the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals 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 Department; and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized finds under this Contract. Contractor is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met,Department will make payment in accordance with the Texas prompt payment law(Tex.Gov. Code Chapter 2251). Contractor shall comply with Tex, Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance,and all invoices and Contractor's performance are subject to audit or review by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor has not refunded to Department,or if financial status report(s)required by the Department are not submitted by the datc(s)due. Department may take repayment(recoup) from finds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refunds,contract settlements,audit recoveries,and interest earned on such funds before requesting cash payments including any advance payments from Department. General Provisions (Core Subrecipient) 2014(July 15,2013) 12 Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health Services section of the Services Article of these General Provisions or under 25 Tex. Admin. Code§444.413, Contractor shall accept reimbursement or payment from DSHS as payment in frill for services or goods provided to clients or participants,and Contractor shall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting ail assistance program. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Allowable Costs. For services satisfactorily performed, and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs, Contractor must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid finds to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the funds to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due date(s). DSHS may take repayment(recoup)from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles,audit requirements,and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Princi les Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS,OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular-A-110 (2 (2 CFR,Part 220) A-133 CFR,Part 215)and applicable Fcderal awarding agency common rule;and UGMS,as applicable Non-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122 (2 CFR,Part A-133 and UGMS A-110(2 CFR,Part 230) 215)and applicable Federal awarding agency common rule For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency common rule in OMB Circular A-122 Procedures,or (2 CFR Part,230) as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the General Provisions (Core Subrecipient)2014 (July 15,2013) 13 federal or state awarding agent A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at littp://NvNvw.dshs.state.tx.us/contracts/liiiks.slitin. 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. Section 6,02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal funds awarded, Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget(OMB) Cire.No.A-133, the Single Audit Act of 1984,P L 98-502,98 Stat. 2327,and the Single Audit Act Amendments of 1996,P L 104-156, 110 Stat. 1396. The$500,000 federal threshold amount includes federal finds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state fields awarded,Contractor must have a single audit or program-specific audit in accordance with UGMS,State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-]33 or UGMS,as applicable,for their program-specific audits.The HHSC Office of Inspector General(OIG) will notify Contractor to complete the Single Audit Status Registration Form, If Contractor fails to complete the Single Audit Status Form within thirty(30)calendar days after notification by OIG to do so,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract.The audit must be conducted by all independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards,and UGMS,which is accessible through a web link oil the DSHS website at littp://Nvww.dslis.state.tx.tis/coiitracts/iinks.stitm. Contractor shall procure audit services in compliance with this section,state procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contractor is a state govenmiental entity,shall competitively re-procure independent single audit services at least every six(6)years. Section 6.03 .Subinission of Audit. Within thirty(30)calendar days of receipt of tine audit reports required by the Independent Single or Program-Specific Audit section,Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG,at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O. Box 149347 Cornpliance/Audit,Mail Code 1326 Austin,Texas 78714-9347 P.O. Box 85200 Austin,Texas 78708-5200 If Contractor 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 Contractor of an audit report,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and client records that contain protected health information(PHI),and any other-information that discloses confidential personal information or identifies any client served by DSHS, in accordance with applicable federal and state laws,rules and regulations, including but not limited to 7 CFR Part 246;42 CFR Part 2;45 General Provisions(Core Subrecipient)2014 (July 15,2013) 14 CPR Parts 160 and 164(Health Insurance Portability and Accountability Act[HIPAA]);Tex. Health&Safety Code Chapters 12,47,81, 82, 85,88,92, 161, 181,241,245,251, 534, 576, 577,596, 611,and 773; and Tex. Occ, Code Chapters 56 and 159 and all applicable rules and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential information under this Contract,without the consent of the individual to whore the PHI relates,for funding, payment and administration of the grant program,and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Iaxcept as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CPR§ 164.504(e)(3)(i)(B),Tex.Health&Safety Code§533.009 and Rule Chapter 414, Subchapter A or other applicable laws or rules. Contractor shall disclose information described in Tex. Health&Safety Code§ 614.017(x)(2)relating to special needs offenders,to an agency described in Tex. Health& Safety Code§ 614.017(c)upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CPR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department,without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if care or treatment is transferred to another DSI-IS- funded contractor. Section 7.05 HIVIAIDS Model Workplace Guidelines. If providing direct client care,services,or programs, Contractor shall implement Department's policies based on the H1V/AIDS(human immunodeficiency virus/acquired immunodeficiency syndrome)Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,Policy No.090.021,and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS,in accordance with the Tex. Health& Safety Code § 85.112-114. A link to the Model Workplace Guidelines can be found at littp:HwNvAv.dslis,state.tx.us/lrivstd/12olicy/poticies.slitnr. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum, Contractor shall retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract,for a period of four(4)years after the termination of this Contract. If services are funded through Medicaid, the federal retention period,if more than four(4)years,will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22,Part 9, § 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations,it shall ensure that records relating to this Contract are securely General Provisions(Core Subrecipient) 2014(.Truly 15,2013) 15 stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates,whichever is sooner. Contractor shall provide,and update as necessary,the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attaclmient. ARTICLE IX ACCESS AND INSPECTION Section 9.01 Access. In addition to any right of access arising by operation of law,Contractor,and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Deparlment or any of its duly authorized representatives,as well as duly authorized federal,state or local authorities,including the Comptroller General of the United States, OIG, and the State Auditor's Office(SAO), unrestricted access to and the right to examine any site where business is conducted or client services are performed,and all records (including financial records,client and patient records,if any,and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract;and the right to interview members of Contractor's governing body,staff,volunteers,participants and clients concerning the Contract,Contractor's business and client services. If deemed necessary by the Department or tine OIG,for the purpose of investigation or hearing, Contractor shall produce original documents related to this Contract, The Department and HHSC will have the right to audit billings both before and after payment,and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department infornniation collected,assembled or maintained by Contractor relative to this Contract for tine Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall,upon request,make all records,books,papers, documents,or recordings related to this Contract available for inspection,audit,or reproduction during nnonnal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of funds under this Contract acts as acceptance of tine authority of tine SAO,or any successor agency,to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with tine SAO or its successor in the conduct of the audit or investigation,including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract funds disbursed by Contractor to its subcontractors,and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during all inspection of Contractor's site(s)will be conveyed in writing to Contractor. Contractor shall submit,by the date prescribed by DSHS,a resolution to tine deficiency identified in a site inspection,program or management review or financial audit to the satisfaction of DSHS or, if directed by DSHS,a corrective action plan to resolve the deficiency. A DSHS or HHSC deternnirnation of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions. General Provisions(Core Subrecipient) 2014(July 15,2013) 16 ARTICLE X NOTICE REQUIRE,MENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases(HIV/STD); Family Planning(Titles V,X and XX);Primary Health Care; Maternal and Child Health;and Women, Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex. Fam. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting,and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form.as required by the Department located at www.dshs.state.tx.us/chitdabusereporting. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities,Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the health,safety or welfare of Department-funded clients or participants within seventy-two (72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not limited to an action,suit or proceeding before any court or governmental body,including environmental and civil rights matters,professional liability, and employee litigation, Notification must include the names of the parties,nahire of the litigation and remedy sought,including amount of damages,if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within three(3)working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the contract;and the contract or case reference number. If Contractor,as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity,it shall disclose this information within three(3)working days of the surrender,suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the license action;and a license or case reference number. Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency,incapacity,or outstanding unpaid obligations to the Internal Revenue Service(IRS) or Texas Workforce Commission(TWC)within three(3)working days of the date of determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3)working days of such action by Contractor's governing body. Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,unlawful activity,or violation of financial laws,rules,policies,and procedures related to performance under this Contract. Contractor shall make such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. General Provisions(Core Subrecipient)2014(July 15,2013) 17 Additionally,if this Contract is federally funded by the Department of Health and Human Services(HHS), Contractor shall report any credible evidence that a principal,employee,subcontractor or agent of Contractor, or any other person,has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct involving those funds. Contractor shall make this report to the SAO at littp://sao.fi-aud.state.tx.trs,and to the HHS Office of Inspector General at littp://www.oig.lihs.pov/fratidAiotliiie/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an ownership or controlling interest in the organization or who is ail agent or managing employee of the organization has been placed on community supervision,received deferred adjudication,is presently indicted for or has been convicted of a criminal offense related to any financial matter, federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor,or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization,an employee or volunteer of Contractor,or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed oil 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. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who engaged,or was alleged to have engaged,in an activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSI-IS. Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of,or cooperates with an investigation regarding,any applicable law,rule,regulation or standard to the Department,another state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180(parts A-I),45 CFR Part 76 (or comparable federal regulations); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; General Provisions(Core Subrecipient) 2014(July 15,2013) 18 g) neither it,nor its principals have within the three(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain, or performing a private or public(federal, state or local) transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-rigging),or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records,snaking false statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; li) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal,state or local)with the commission of any of the offenses enumerated in subsection g)of this section; and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article,without modification(except as rewired to make applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract,Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by Tex.Farm. Code§231.006,a child support obligor who is more than thirty(30)calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner,shareholder,or owner with an ownership interest of at least twenty-five percent(25%)is not eligible to receive payments from state Rinds under a contract to provide property,materials,or services or receive a state-funded grant or loan. If applicable,Contractor shall maintain its eligibility to receive payments tinder this Contract,certifies that it is not ineligible to receive the payments specified in this Contract,and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate, Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor to act in confection with this Contract and to provide such additional information as may be required. Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or future employment,gift,loan, gratuity,special discount,trip, favor,service or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 11.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex.Gov. Code§2155.004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements,statement(s)of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor,nor its employees,nor anyone acting for Contractor has received compensation from DSHS for participation in the development,drafting or preparation of specifications, General Provisions(Core Subrecipient) 2014(July 15,2013) 19 requirements or statement(s) of work for this Contract or in the Solicitation Document on which this Contract is based; (b)pursuant to Tex. Gov. Code§§2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law,or been assessed a federal civil or administrative penalty, in connection with a contract awarded by the federal govermnent for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,2005; (c)Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Tex. Gov, Code§§2155.004,2155.006 or 2261.053,and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 11.06 Antitrust. Pursuant to 15 USC§ 1,et seq. and Tex.Bus. &Contra.Code§ 15.01, et seq. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. Section 11.07 Initiation and Completion of`York. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations,including section 501(c}(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state laws and regulations;and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further, Contractor's governing body shall ensure separation of powers,duties,and functions of governing body members and staff. Staff members,including the executive director,shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence the employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573)to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two (2) years prior to the election,appointment or employment of the officer,employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body,officers and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual,and any of its subsequent amendments,which is available at the Department's web site: http://NvN"v.dslis.state tx.us/contracts/efpnr.slrtnr. Contractor shall maintain an appropriate contract administration system to ensure that all terms,conditions,and specifications are met during the term of the contract through the completion of the closeout procedures. Contractor shall develop,implement,and maintain financial management and control systems that meet or exceed the General Provisions(Core Subrecipient) 2014(July 15,2013) 20 requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include,at a minimum,the following: a) financial planning,including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to the general ledger;and c) effective internal and budgetary controls;comparison of actual costs to budget;determination of reasonableness,a]lowableness,and a]locability of costs; timely and appropriate audits and resolution of any findings;billing and collection policies;and a mechanism capable of billing and making reasonable efforts to collect from clients and third parties, Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost,stolen,damaged or destroyed. If any insured equipment purchased with DSHS firnds is lost,stolen, damaged or destroyed,Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS. Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to$100,000 that covers each employee of Contractor handling funds under this Contract,including person(s) authorizing payment of such funds, The fidelity bond or insurance must provide for indemnification of losses occasioned by(1)any fraudulent or dishonest act or acts committed by any of Contractor's employees,either individually or in concert with others,and/or(2) failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employiuent. The bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 12.05 Liability Coverage. For the benefit of DSHS,Contractor shall at all times maintain liability insurance coverage, referred to in Tex.. Gov. Code §2261.102,as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible persons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act; for-profit corporations organized under the Texas Business Corporations Act;and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section,Contractor shall be responsible for any obligations of premium overtime pay due employees, Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion General Provisions(Core Subrecipient) 2014(July 15,2013) 21 of overtime only under the following conditions: 1)with the prior written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck; 3)when employees are performing indirect fiurctions,such as administration,maintenance,or accounting; 4) in performance of tests,laboratory procedures,or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed;or 5)when lower overall cost to DSHS will result. Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local,state and federal zoning,building,health,fire,and safety standards. Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O. Box 149347,Austin,Texas 78714-9347,or by email to mailto:cosea r dslrs.state,tx.us no later than the 60`h calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan on file with the Department. Contractor shall implement and follow the applicable Cost Allocation Plan, If Contractor's plan is the same as the plan previously submitted to DSHS,by signing this Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted,If the Cost Allocation Plan changes during the Contract terra,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30) calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at http://Avww.dshs.state.tx.us/contracts/cfpm.shtrm. Section 12.09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS,and from using the Department's name, logo or website link in any manner that is intended,or that could be perceived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program,services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses(HUBs). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment,Contractor is encouraged to make a good faith effort to consider subcontracting with HUBS in accordance with Tex. Gov. Code Chapter 2151 and 34 Tex.Admit. Code§20.10 et seq. Contractors may obtain a list of HUBS at http://Nyww.wiiidow.state.tx.us/procurement/pro /hub. If Contractor has filed a HUB subcontracting plan, the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior-approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under this Contract. Contractor shall snake a good faith effort to subcontract with HUBS during the performance of this Contact and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for the prior month's activity,if there was any such activity, in accordance with 34 Tex,Admin. Code§20.16(b). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code§2155.4441. Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000, Contractor shall obtain written approval front DSHS. Contactor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS, Contractor shall ensure that General Provisions(Core Subrecipient) 2014 (July 15,2013) 22 subcontractors are fully aware of the requirements placed upon them by state/federal statutes,mules,and regulations and by the provisions of this Contract. Contracts with all subcontractors,whether vendor or subrecipient,must be in writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN)or Employee Identification Number(EIN); b) a detailed description of the services to be provided; 0 measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable termination clause;and e) beginning and ending dates that coincide with the dates of the applicable Program Attachment(s) or that cover a term within the beginning and ending dates of the applicable Program Attachment(s). Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall not contract with a subcontractor, at any tier,that is debarred,suspended,or excluded from or ineligible for participation in federal assistance programs; or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section(Assurances and Certifications Article);or the Conflict of Interest or Transactions Between Related Parties sections(General Terms Article). General Provisions(Core Subrecipient)2014(July 15,2013) 23 Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements;have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three(3)years any license issued by the Department. Section 12.14 Incorporation of Terms in Subreeipient Subcontracts. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts,without modification (except as required to make applicable to the subcontractor),(1) the certifications stated in the Assurances and Certifications Article;(2)the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article;and(3)a provision granting to DSHS, SAO,OIG,and the Comptroller General of the United States,and any of their representatives, the right of access to inspect the work and the premises on which any work is performed, and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions. Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachment(s)applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the set-vices provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 12.13 or any of the certifications stated in the Assurances and Certifications Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12.13 or the assurances stated in the Assurances and Certifications Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees,subcontractors,joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract,Contractor acknowledges that its employees,subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 12.11 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS,this Contract will be subject to remedies and sanctions under this Contract,including immediate termination at the Department's discretion. If the Contract is terminated under this section,the Department will not enter into a contract with Contractor for three(3)years from the date of termination. Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within ten(1 D)business days of any change to the Contractor's name;contact infonnation;key personnel,officer,director or partner; organizational structure,such as merger, acquisition or change in form of business;legal standing; or authority to do business in Texas. A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions. General Provisions (Core Subrecipient) 2014 (July 15,2013) 24 Section 12.19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.20 Equipment. Equipment means an article of nonexpendable,tangible personal property having a useful lifetime of more than one year and an acquisition cost of$5,000 or more. Contractors shall inventory all equipment, and report the inventory on the Contractors Property Inventory Form or Form GC-11 as required under Section 12.23Contractor shall initiate the purchase of all equipment approved in-writing by DSHS, in the first quarter of the Contract or Program Attachment term, as applicable. Failure to timely initiate the purchase of equipment may result in the Ioss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the set-vices under this Contract including medical supplies,drugs,janitorial supplies, office supplies,patient educational supplies,software,and any items of tangible personal property other than those defined as equipment above. Tangible personal property includes controlled assets,including firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than$5,000: desktop and laptop computers(including notebooks,tablets and similar devices),non-portable printers and copiers,emergency management equipment,communication devices and systems,medical and laboratory equipment,and media equipment are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required,but such purchases must be reported on the Contractors Property Inventory Form or Forth GC-11 as detailed under Section 12.23. General Provisions(Core Subrecipient)2014(July 15,2013) 25 Section 12.22 Changes to Equipment List. All items of equipment to be_purchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attachment,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved,Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request,as appropriate;or,in the case of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment,supplies defined as controlled assets,and property described in the Other Intangible Property section of Article XIII and submit an annual cumulative report of the equipment and other property on Form GC-1 I (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 15`h of each year. The report is located on the DSHS website at litttr//www.dslis.state.tx.us/contracts/foniis.slitni. Contractor shall maintain,repair,and protect assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified,reimbursed,or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract,Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy,Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy,and title must revert to Department. If directed by DSHS,Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any,contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment,and supplies in possession of the subcontractor from the bankruptcy,and title must revert to Department,who may require that the property,equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor, for any reason,title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may,at its option and to the extent allowed by law,transfer the reversionary interest to such property to Contractor. Section 12.26 Property Acquisitions. Department fiords must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American hospital Association's(AHA's)"Estimated Useful Lives of Depreciable Hospital Assets" in disposing,at any time during or after the Contract term,of equipment purchased with the Department funds,except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state, or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requirements of UGMS. If,prior to the end of the useful life,any item of equipment is no longer needed to perform services under this Contract,or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than$5,000, Contractor-shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. Alter an item reaches the end of its useful life, Contractor shall General Provisions (Core Subrecipient)2014(duly 15,2013) 26 ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12.28 Closeout of Equipment. At the end of the term of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated, Contractor shall submit to the contract manager assigned to the Program Attachment,an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department fiends must be secured by Contractor at the time of Closeout or termination of the Program Attachment and must be disposed of according to the Department's disposition instructions,which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor,at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XIII GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign, or sell its interest,in whole or in part,in this Contract,or in any equipment purchased with fiends from this Contract,without the prior written consent of the Department. Section 13.02 Lobbying. Contractor-shall comply with Tex. Gov. Code§556.0055,which prohibits contractors who receive state fiends from using those funds to pay lobbying expenses. Further,Contractor shall not use funds paid under this Contract,either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of government,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state legislature,or for influencing or attempting to influence an officer or employee of any federal or state 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 contract or the extension, Continuation,renewal,amendment,or modification of any contract(31 USC§ 1352 and UGMS). If at any time this Contract exceeds$100,000 of federal funds,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a certification that none of the funds provided by Department have been or will be used for payment to lobbyists,and disclosure of the names of any and all registered lobbyists with whom Contractor has ail agreement. Contractor shall file the declaration,certification,and disclosure at the time of application for this Contract;upon execution of this Contract unless Contractor previously filed a declaration,certification,or disclosure form in connection with the award;and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration,certification,or disclosure previously filed. Contactor shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager assigned to the Program Attachment. Contractor-shall also comply,as applicable,with the lobbying restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;2 CFR Part 225 (A-87)Appendix B section 24;2 CFR§215.27 (A-110)and 2 CFR Part 220(A-21)Appendix A,subsection J.17 and J.28. Contractor shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its -subcontractors,if any,do not have nor shall Contractor or its subcontractors knowingly acquire or retain,any financial or other General Provisions(Core Subrecipient)2014 (July 15,2013) 27 interest that would conflict in any manner with the performance of their-obligations under this Contract. Potential conflicts of interest include,but are not limited to,an existing or potential business or personal relationship between Contractor(or subcontractor), its principal(or a member of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC,their commissioners or employees, or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. If,at any time during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest,Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10)days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten (10)days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attacluuent the name,address and telephone number of the related party,flow the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage,common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor,for purposes of reporting transactions between related parties,includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars,which may include 45 CFR part 74,OMB Circ.No. A-110,2 CFR§215.42,and UGMS. Section 13.05 Intellectual Property. Tex.Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. a) "Intellectual property"means created property that maybe protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"work made for hire." DSHS owns works made for hire unless it agrees otlrenvise by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire,Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter,and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas,as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,or other-wise use,and to authorize others to use,for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract;and(2)any rights of copyright to which a Contractor purchases ownership with contract funds. Contractor shall place an acknowledgment of federal awarding agency grant General Provisions (Core Subrecipient) 2014 (July 15,2013) 28 support and a disclaimer,as appropriate,on any publication written or published with such support and,if feasible,on any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from (federal awarding agency)"or"The project described was supported by grant number from (federal awarding agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awarding agency d) If the teens of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and it-revocable license to reproduce,publish or otherwise use,and to authorize others to use,for DSHS,public health,and state governmental noncommercial purposes(1) the copyright, trademark,service mark,and/or patent on an invention,discovery,or improvement to any process,machine,manufacture,or composition of matter;products;technology; scientific information; trade secrets;and computer software,in any work developed under a grant,subgrant,or contract under a grant or subgrant; and(2)any rights of copyright,service or trade marks or patents to which a grantee,subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law, Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,URLs, software licenses with a value of$500 or more,etc. Contractor shall inventory all such non-copyrightable intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 Severability and Ambiguity. if any provision of this Contract is construed to be illegal or invalid,the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted,proposed and accepted. Section 13,08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or,if sent by certified mail,on the date of receipt. Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.14 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other,that they are entities fully familiar with transactions of the kind reflected by the contract documents,and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that(a)the General Provisions(Core Subrecipient) 2014(July 15,2013) 29 Parties have expressly agreed will survive any such termination or expiration,or(b)remain to be performed or (c)by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion,the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13.14 Customer Service Information. If requested,Contractor shall supply such information as required by the Department to comply with the provisions of Tex.Gov. Code Chapter 2114 regarding Customer Service surveys. Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties,except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment; and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment terra,as applicable,Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article,Contractor shall not perform or produce, and DSHS will not pay for the performance or production of,different or additional goods,services,work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any term,covenant,or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a) contractor's contact person and contact information; b) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; V-) cumulative budget transfers that exceed 25% among direct cost categories,other than the equipment category,of cost reimbursement contract Program Attachments of less than$100,000,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures;and e) a change in Contractor's share of the budget concerning non-DSHS funding other than program income and match,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten(10)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification may be by letter,fax or email. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or Iess among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be General Provisions(Core Subrecipient)2014 (July 15,2013) 30 made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article; a) cumulative budget transfers among direct cost categories,other than the equipment category,that exceed 25%of Program Attacliments of$100,000 or more,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting an item of equipment equivalent to an item of equipment oil the approved budget; e) changes in the equipment category of a previously approved equipment budget; I) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g., foreign travel expenses,overtime premiums,membership fees;and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from or to the equipment category that equal or exceed 10%of any Program Attachment require an amendment to this Contract as described in the Amendment section of this Article). In order to request a revision of any of the enumerated provisions,Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indemnification. Contractor,as an independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers,and the federal government harmless and to indemnify them from any and all liability,suits,claims,losses,damages and judgments;and to pay all costs,fees,and damages to the extent that such costs,fees,and damages arise from performance or nonperformance of Contractor,its employees,subcontractors,joint venture participants or agents under this Contract. Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,non-action or default under this Contract will not constitute a waiver of either Party's rights under this Contract. Section 13.21 Electronic and Information Resources Accessibility and Security Standards. As required by 1 Tex.Admin.Code Chapters 213 and 206,as a state agency, DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in 1 Tex. Admin. Code Chapter 213 and Website Accessibility Standards/Specifications specified in I Tex. Admin. Code Chapter 206(collectively EIR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance under this Contract includes the development,modification or maintenance of a Website or other electronic and information resources for DSHS or for the public on behalf of DSHS,Contractor certifies that the Website or other electronic and information resources comply with the EIR Standards. Contractor further certifies that any network hardware or software purchased or provided under this Contract has undergone independent General Provisions(Core Subrecipient) 2014(July 15,2013) 31 certification testing for known and relevant vulnerabilities,in accordance with rules adopted by Department of Information Resources. Section 13.22 Force Majeure. Neither Party will be liable for any failure or delay in performing all or some of its obligations,as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party,including,but not limited to,extraordinarily severe weather,strikes,natural disasters,fire,civil disturbance,epidemic,war,court order,or acts of God. The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after tine cause of the delay or failure no longer exists and,if applicable,for any reasonable period of time thereafter . required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.) and,as soon as practicable,must submit . written notice with proof of receipt,of the existence of a force maj eure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as an"Interim Contract"beyond the expiration date of the term of the Contract or Program Attaelunent(s),as applicable,under the following circumstances: (1)oil or shortly prior to the expiration date of the Contract or Program Attaclunent,there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment; and(2)DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services(with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract,or both. The notice will include billing instructions and detailed information on how DSHS will fund the goods or services to be procured during the Interim Contract term. Tile Interim Contract will terminate thirty(30)days alter the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Department staff and,as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include,but are not limited to,the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract,including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with(lie DSHS or agreed order issued by DSHS; e} failure by Contractor to provide a full accounting of funds expended under this Contract; f) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) ally misrepresentation it)the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or General Provisions (Core Subrecipietit)2014 (July 15,2013) 32 h) Contractor is on or is added to the Excluded Parties List System(EPLS). Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may investigate,audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions oil a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute,rule or regulation,or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline can be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract,including but not limited to compliance with applicable statutes,rules or regulations,the Department may take one or more of the following actions: a) termminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inforYm Contractor of the termination no less than thirty(30) calendar days before the effective date of the termination in a notice of termination, except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination,the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants, Contractor shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily(1)discontinue performance of all or part of the Contract, and/or (2) discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension,pending DSHS's determination to terminate or amend tlue Contract or permit tlue Contractor to resume performance and/or incur allowable expenses. Contractor shall not bill DSHS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c) deny additional or future contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service, 3) expend fluids appropriately and at a rate that will make full use of the award,or 4)achieve local match,if required; e) disallow costs and credit for matching fiinds,if any, for all or part of the activities or action not in compliance; f) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance,if applicable,or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed by Contractor for(1)unallowable,undocumented,disputed, inaccurate,improper,or erroneous billings; (2)material failure to comply with Contract provisions;or (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained General Provisions(Core Subrecipient)2014 (July 15,2013) 33 fraudulently or upon the Department's deternmination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any funds paid under this Contract; i) request that Contractor be removed from the Centralized Master Bidders List(CMBL)or any other state bid list,and barred from participating in future contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor on probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six(6)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor.Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely be conducted; 1) require Contractor to obtain technical or managerial assistance; in) establish additional prior approvals for expenditure of funds by Contractor; n) require additional or more detailed,financial and/or programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e.g., because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices,or failure to comply with Contract teams; p) pursue a claim for damages as a result of breach of contract; q) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participants,or require removal of any employee,volunteer,officer or governing body member,if the employee,volunteer,officer or member of the governing body has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; n) withhold any payments to Contractor to satisfy any recoupment, liquidated damages,match insufficiency,or any penalty(if the penalty is permitted by statute) imposed by DSHS,and take repayment from funds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; s) reduce the Contract tern; t) recoup improper payments when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices or failure to comply with Contract terns; u) assess liquidated damages; v) demand repayment of all amount equal to the amount of any match Contractor failed to provide,as determined by DSHS; w) impose other remedies,sanctions or penalties permitted by statute. Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced),stating the nature of the remedies and sanction(s), tine reasons for imposing them, the corrective actions,if any,that must be taken before the actions will be removed and the time allowed for completing the cohrective actions,and the method, if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment,Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan)or demonstrate in writing that tine findings on which the remedies or sanction(s)are based are either invalid or do not warrant the remedies or sanction(s). If Department determines that a remedy or sanction is warranted,unless the remedy or sanction is subject to review under a federal or state statute, regulation,rule,or guideline,Department's decision is final. Department will provide written notice to General Provisions(Core Subrecipient) 2014(July 15,2013) 34 Contractor of Department's decision. If required by the Department,Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter,and if recoupment is available,DSHS will recoup the amount due to DSHS from Rinds otherwise due to Contractor under this Contract. Section 14,04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny fature contract awards,or delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action, An"emergency"is defined as the following; a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health,welfare or safety. The direct adverse effect may be programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures; or b) Contractor is expending Rinds inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department oil a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules §§4.11- 4.24 will be used by DSHS and Contractor-to attempt to resolve any breach of contract claim against DSHS. Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex. Gov Code Chapter 2260,subchapter B. To initiate the process, Contractor shall submit written notice,as required by subchapter B, to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260,subehapter B,are being invoked. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov, Code Chapter 2260,subchapter C. Section 15.03 Sole Remedy. The contested case process provided in Tex.Gov. Code Chapter 2260, subehapter C,is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex. Gov. Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ.Prac. &Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. Section 15,05 Performance Not Suspended. Neither the occurrence of all event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor,in whole or in part. ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION General Provisions (Core Subrecipient) 2014 (July 15,2013) 35 Section 16.01 Expiration of Contract or Program Attaelnnent(s). Except as provided in the Survivability of Terms section of the General Terns Article,Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the tern of all Program Attachments,all or a part of this Contract may be terminated with or without cause under this Article. Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor's costs resulting from obligations incurred by Contractor after-termination of an award are not allowable unless expressly authorized by the notice of termination.. Upon termination of this Contract or Program Attachment, as applicable,Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities tinder this Contract or Program Attachment,as applicable,to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract,Department and Contractor will be discharged from any further obligation created under the applicable terms of this Contract or the Program Attachment, as applicable,except for the equitable settlement of tine respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS,and except as provided in the Survivability of Terms section of the General Terris Article. Termination does not however,constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's(1) withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period;(2)withdrawal of the unobligated balance at the expiration of the term of a program attachment; (3) refusal to extend a program attachment or award additional funds to make a competing or nonconnpeting continuation,renewal,extension,or supplemental award;(4)non-renewal of a contract or program attachment at Department's sole discretion; or(5)voiding of a contract upon determination that the award was obtained fraudulently,or was otherwise illegal or invalid from inception, Section 16.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the other Party, except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services,Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if Rinds become unavailable though Iack of appropriations,budget cuts, transfer of funds between programs or health and human services agencies,amendments to the Appropriations Act,health and human services consolidations,or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension. Upon notification of temporary suspension, Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of the suspension. d) Department may terminate this Contract or a Program Attachment immediately when,in the sole determination of Department,termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30)calendar days written notice to the other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other conduct that jeopardizes the Contract objectives,by General Provisions(Core Subrecipient)2014(July 15,2013) 36 giving at least thirty(30)calendar days written notice to Contractor. Such conduct may include one or more of the following: a) Contractor has failed to adhere to any laws,ordinances,rules,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or 14HSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statement(s) of work or Solicitation Document on which this Contract is based in violation of Tex.Gov. Code§2155.004;or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code§§2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) if judgment for the payment of money in excess of$50,000(that is not covered by insurance)is rendered by any court or govermmental body against Contractor,and Contractor does not(a) discharge the judgment,or(b)provide for its discharge in accordance with its terms,or(e)procure a stay of execution within thirty(30)calendar days from the date of entry of the judgment, or(d) if the execution is stayed,within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed,appeal from the judgement and cause the execution to be stayed during such appeal while providing such reserves for the judgement as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization,arrangement,insolvency,readjustment of debt,dissolution, receivership or liquidation law of any jurisdiction then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization,arrangement,insolvency, readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30) calendar days; or 10) Contractor consents to the appointment of a receiver, trustee,or liquidator of Contractor or of all or any part of its property; General Provisions (Core Subrecipient) 2014(July 15,2013) 37 11) Contractor's management system does not meet the UGMS management standards;or i) Any required license,certification,permit,registration or approval required to conduct Contractor's business or to perform services under this Contract is not obtained or is revoked,is surrendered, expires,is not renewed,is inactivated or is suspended. General Provisions(Core Subrecipient) 2014(July 15,2013) 38 Section 16.06 Notice of Termination. Either Panty may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID,SUSPENDED,AND TERTNIINATED CONTRACTS Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void,or is suspended,or is terminated for cause is not eligible for expansion of current contracts,if any,or new contracts or renewals until, in the case of suspension or termination,the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally, if this Contract is found to be void, any amount paid is subject to repayment. Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code§2105.302,after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds,Contractor may request an administrative hearing under Tex. Gov. Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment) on its own terms,Contractor shall cease services under this Contract or Program Attaclunent;and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary,to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers,as needed. Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachment is terminated or has expired. Upon termination,expiration(with no renewal)or non- renewal of this Contract or a Program Attachment,Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset, The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18.03 Deadline for Closeout. Contractor shall submit all financial,performance,and other Closeout reports required under this Contract within sixty(60)calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article,the Department is not liable for any claims that are not received within sixty (60)calendar days after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result in a reffind due,which Contractor shall pay within the time period established by the Depar-tment. General Provisions(Core Subrecipient) 2014(July 15,2013) 39 Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds,corrections,or other transactions. General Provisions(Core Subrecipient)2014 (July 15,2013) 40 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2014-000023-00 e This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas,and Corpus Christi Public Health District (Contractor), a Governmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2. Total Amount: The total amount of this Contract is$164,368.00 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract: This Contract begins on 09/01/2013 and ends on 0813112014. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract,whichever is later. 5.Authority: DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Program Name: RLSS/I_PHS RLSS/Local Public Health System-PnP 7. Statement of Work, CONTRACTOR shall improve or strengthen local public health infrastructure within the State of Texas by: • Developing objective(s)to address a public health issue; • Utilizing resources provided through this contract Attachment to conduct activities and services that provide or support the delivery of essential public health services; •Assessing, monitoring, and evaluating the essential public health activities and services provided through this Program Attachment; and • Developing strategies to improve the delivery of essential public health service(s) to identified service area. These tasks shall be performed in accordance with Department of State Health Services (DSHS) Division for Regional and Local Health Services Interlocal Application. The assessment and/or evaluation activities must include measurable standards. Acceptable standards include the National Public Health Performance Standards approved by the Centers for Disease Control and Prevention, Performance Standards developed by the Texas Association of Local Health Officials, Healthy People 2010, and any federal, state or local law or regulation governing the delivery of essential public health services. Other evaluation methods utilizing standards not listed in this Program Attachment must be pre-approved by DSHS. CONTRACTOR shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8. "Service Area" of this contract. CONTRACTOR shall comply with all applicable federal and state laws, rules, regulations and standards including, but not limited to, the following: • Chapter 23-11 of the Healthy People 2010; • Section 121.002, Texas Health & Safety Code, definition of ten essential public health services; • Government Code, Section 403.1055, "Permanent Fund for Children and Public Health". CONTRACTOR shall not use funds from the Permanent Fund for Children and Public Health for lobbying expenses under the Government Code, Section 403.1067. CONTRACTOR shall comply with all applicable regulations, standards, and guidelines in effect on the beginning date of this Program Attachment. DSHS shall inform CONTRACTOR in writing of any changes to applicable federal and state laws, rules, regulations, standards and guidelines. CONTRACTOR shall comply with the amended law, rule, regulation, standard or guideline except that CONTRACTOR shall inform DSHS Program in writing if it shall not continue performance under this contract Attachment within thirty(30) days of receipt of an amended standard(s) or guideline(s). DSHS may terminate the Program Attachment immediately or within a reasonable period of time as determined by DSHS. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Contractor's expenditures on a quarterly basis. If expenditures are below that projected in Contractor's total Contract amount, Contractor'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. CONTRACTOR shall complete the PERFORMANCE MEASURES as stated in the CONTRACTOR'S FY14 Local Public Health Service(LPHS) Service Delivery Plan, and as agreed upon by DSHS, hereby attached as Exhibit. BILLING INSTRUCTIONS: .Contractor shall request payment electronically through the Contract Management and Procurement System (CMPS)with acceptable supporting documentation for reimbursement of the required services/deliverables. Billing will be performed according to CMPS instructions found at the following link http://www.dshs.state.tx.us/cmps/. For assistance with CMPS, please email CMPS @dshs.state.tx.us or call 1-855-312-8474. 8. Service Area Nueces County This section intentionally left blank. 10. Procurement method: Non-Competitive Interagency/Interlocal GST-2012-Solicitation-00025 RLHS GOLIVE LPHS PROPOSAL 11. Renewals: Number of Renewals Remaining: 0 Date Renewals Expire: 08/3112014 12. Payment Method: Cost Reimbursement 13. Source of Funds: STATE, STATE 14. DUNS Number: 069457786 15. Proaramrrratic Regortina Reauirements: Report Name Frequency Period Begin Period End Due Date Project Service Quarterly 09/01/2013 11/30/2013 12/30/2013 Delivery Plan Project Service Quarterly 12{0112013 02/28/2014 03/31/2014 Delivery Plan Project Service Quarterly 03/01/2014 05/31/2014 06/30/2014 Delivery Plan Project Service Quarterly 07/01/2014 08/31/2014 10/31/2014 Delivery Plan 16. Special Provisions General Provisions, Section 1.03 Reporting Article, are revised to include the following paragraph: Failure to submit a required report of additional requested information by the due date specified in the Program Attachment (s) or upon request constitutes breach of contract, may result in delay payment, and may adversely affect evaluation of Contractor's future contracting opportunities with the department. Programmatic Reporting Submission Requirements: Reports and Report signature page should be sent electronically to: LocalPHTeam @dshs.state.tx.us, or the signature page can sent by facsimile to 512-776-7391. A copy of the report should be sent to the respective DSHS Health Service Region, Attention: Deputy Regional Director. See Programmatic Reporting Requirements section for required reports. General Provisions, ARTICLE 11 SERVICES, Section 2.02 Disaster Services, is revised to include the following: In the event of a local, state, or federal emergency the Contractor has the authority to utilize approximately 5% of staff's time supporting this Program Attachment for response efforts. DSHS shall reimburse Contractor up to 5% of this Program Attachment funded by Center for Disease Control and Prevention (CDC) for personnel costs responding to an emergency event. Contractor shall maintain records to document the time spent on response efforts for auditing purposes. Allowable activities also include participation of drills and exercises in the pre-event time period. Contractor shall notify the Assigned Contract Manager in writing when this provision is implemented. General Provisions, Section 12.01 Responsibilities and Restrictions Concerning Governing Board, Officers and Employees, is not applicable to this program Attachment. General Provisions, Section 12.20 Equipment(Including Controlled Assets) Purchases, is revised to include the following: For the purpose of this Program Attachment, equipment is not approved as part of the base budget for LPHS. The funds are for direct services. Although, at mid-year of the contract term, if funds are identified as not being used, the funds may be used to purchase equipment in the 3rd quarter of the contract or program attachment term. Contractor must submit proposal to redirect funds with justification as to how the equipment helps achieve the goals, objectives, and deliverables outlined in Exhibit A(Project Service Delivery Plan). The proposal must be submitted to the contract manager assigned to the program attachment. General Provisions, General Terms Article VIII, Amendment Section 13,15, is amended to include the following: Contractor must submit all amendment and revision requests electronically through the Contract Management and Procurement System (CMPS)at least 90 days prior to the end of the term of this Program Attachment. 17. Documents Forming Contract. The Contract consists of the following: a. Contract(this document) 2094-000023-00 b. General Provisions Subrecipient General Provisions c. Attachments Budgets d. Declarations Certification Regarding Lobbying, Certification Regarding Professional Services Contractors Not Hiring Former or Retired State Agency Employees, Child Support Certification, Fiscal Federal Funding Accountability and Transparency Act(FFATA) Certification e. Exhibits Exhibit A Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: City of Corpus Christi Vendor Identification Number: 17460005749 027 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings,written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that 1 am authorized to sign this document and I have read and agree to all parts of the contract, including any attachments and addendums. Department of State Health Services Corpus Christi Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1900 West 49th Street Address Address Austin, TX 787-4204 City, State, Zip City, State, zip Telephone Number Telephone Number E-mail Address E-mail Address Fiscal Year 2014 Department of State Health Services Contract General Provisions (CorelSubrecipient) ARTICLE I COMPLIANCE AND REPORTING...............................................................................................5 Section 1.01 Compliance with Statutes and Rules. .........................................................................................5 Section 1.02 Compliance with Requirements of Solicitation Document. .....................................................5 Section1.03 Reporting. .....................................................................................................................................5 Section 1.04 Client Financial Eligibilityy. .........................................................................................................5 Section 1.05 Applicable Contracts Law and Venme for Disputes.. .................................................................5 Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. .............................................5 Section 1.07 Statutes and Standards of General Applicability. ....................................................................6 Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts.........................7 Section 1.09 Civil Rights Policies and Complaints. ........................................................................................8 Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. .............................................8 Section 1.11 Funding Obligation. ....................................................................................................................9 ARTICLE II SERVICES..........................................................................................................................................9 Section 2.01 Education to Persons in Residential Facilities. .........................................................................9 Section2.02 Disaster Services. .........................................................................................................................9 Section 2.03 Consent to Medical Care of a Minor. .........................................................................................9 Section 2.04 Telemedicine Medical Services. ..................................................................................................9 Section 2.05 Fees for Personal Health Services..............................................................................................10 Section 2.06 Cost Effective Purchasing of Medications. ..............................................................................10 Section 2.07 Services and Information for Persons with Limited English Proficiency...............................10 ARTICLEIII FUNDING.....................„............................................,................,.....................................,..............10 Section 3.01 Debt to State and Corporate Status. ........................................................................................10 Section 3.02 Application of Payment Due. ....................................................................................................10 Section3.03 Use of Funds. ..............................................................................................................................10 Section 3.04 Use for Match Prohibited. .........................................................................................................I1 Section3.05 Program Income. .......................................................................................................................11 Section 3.06 Nonsupplanting. .........................................................................................................................11 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS..........................................................................11 Section 4.01 Payment Methods. .....................................................................................................................11 Section 4.02 Billing Submission. ....................................................................................................................11 Section 4.03 Final Billing Submission. ..........................................................................................................11 Section 4.04 Working Capital Advance. .......................................................................................................12 Section4.05 Third Party Payors. ...................................................................................................................12 ARTICLE V 'PERMS AND CONDITIONS OF PAYMENT.................................................I.....,.......I..............12 Section 5.01 Prompt Payment. .......................................................................................................................12 Section 5.02 Withholding Payments. .............................................................................................................12 Section 5.03 Condition Precedent to Requesting Payment. .........................................................................12 Section 5.04 Acceptance as Payment in Full. ................................................................................................13 ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS...........................................................13 Section 6.01 Allowable Costs. .........................................................................................................................13 Section 6.02 Indepenldent Single or Program-Specific Audit. .....................................................................14 Section 6.03 Submission of Audit. ................................................................................................................14 ARTICLE VII CONFIDENTIALITY.................................................................................................................14 Section 7.01 Maintenance of Confidentiality. ...............................................................................................14 Section 7.02 Department Access to PHI and Other Confidential Information..................................15 General Provisions(Core Subrecipient) 2014(July 15,2013) 1 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subreeipient) Section 7.03 Exchange of Client-Identifying Information.............................................................................15 Section 7.04 Security of Patient or Client Records. .....................................................................................15 Section 7.05 HIV/AIDS Model Workplace Guidelines. ...............................................................................15 ARTICLE VIII RECORDS RETENTION...........................................................................................................15 Section 8.01 Retention. ...................................................................................................................................15 ARTICLE IX ACCESS AND INSPECTION.........................................................................................................16 Section9.01 Access. .........................................................................................................................................16 Sections 9.02 State Auditor's Office. ...............................................................................................................16 Section 9.03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. .................................................................................................................17 Section 10.03 Litigation. ...................................................................................................................................17 Section 10.04 Action Against the Contractor. ................................................................................................17 Section10.05 Insolvency. ..................................................................................................................................17 Section 10.06 Misuse of Funds and Performance Malfeasance. ....................................................................17 Section 10.07 Criminal Activity and Disciplinary Action. .............................................................................18 Section10.08 Retaliation Prohibited. ..............................................................................................................18 Section 10.09 Documentation. ..........................................................................................................................18 ARTICLE XI ASSURANCES AND CERTIFICATIONS....................................................................................18 Section 11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinquencfes. ...................................................................................................19 Section11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited. in connection with this Contr act............................................19 Section 11.05 Ineligibility to Receive the Contract. .......................................................................................19 Section11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of Work. .........................................................................................20 ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR................................................20 Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .........................................................................................20 Section12.03 Insurance. ...................................................................................................................................21 Section 12.04 Fidelity Bond. .............................................................................................................................21 Section 12.05 Liability Coverage. ....................................................................................................................21 Section12.06 Overtime Compensation. ..........................................................................................................21 Section 12.07 Program Site. .............................................................................................................................22 Section12.08 Cost Allocation Plan. .................................................................................................................22 Section12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(HUBs)..........................................................................22 Section 12.11 Buy Texas. ..................................................................................................................................22 Section 12.12 Contracts with Subreciplent and Vendor SubCOntrRCtOPS. ....................................................22 Section 12.13 Status of Subcontractors. ..........................................................................................................24 Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. ..........................................................24 Section12.15 Independent Contracto•. ...........................................................................................................24 Section 12.16 Authority to Bind. ......................................................................................................................24 Section12.17 Tax Liability. ..............................................................................................................................24 Section12.18 Notice of Organizational Change. ............................................................................................24 Section 12.19 Quality Management. ................................................................................................................25 Section 12.20 Equipment(Including Controlled Assets). ..............................................................................25 Section 12.21 Supplies. ......................................................................................................................................25 General Provisions (Core Subrecipient) 2014(July 15,2013) 2 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 12.22 Changes to Equipment List. .....................................................................................................26 Section 12.23 Property Inventory and Protection of Assets. .........................................................................26 Section 12.24 Bankruptcy. ................................................................................................................................26 Section 12.25 Title to Property. .......................................................................................................................26 Section 12.26 Property Acquisitions. ...............................................................................................................26 Section 12.27 Disposition of Property. ............................................................................................................26 Section 12.25 Closeout of Equipment. ................:............................................................................................27 Section 12.29 Assets as Collateral Prohibited. ................................................................................................27 ARTICLEXIH GENERAL TERMS....................................................................................................................27 Section 13.01 Assignment...................................................................................................................................27 Section 13.02 Lobbying. ....................................................................................................................................27 Section 13.03 Conflict of Interest. ....................................................................................................................27 Section 13.04 Transactions Between Related Parties. ....................................................................................28 Section13.05 Intellectual Property. .................................................................................................................28 Section 13.06 Other Intangible Property. .......................................................................................................29 Section 13.07 Severability and Ambiguityy. .....................................................................................................29 Section 13.08 Legal Notice. ........ ...................................................................................................................29 Section 13.09 Successors. ..................................................................................................................................29 Section 13.10 Headings. ....................................................................................................................................29 Section 13.11 Parties. ........................................................................................................................................29 Section 13.12 Survivability of Terms. ..............................................................................................................29 Section 13.13 Direct Operation. .......................................................................................................................30 Section 13.14 Customer Service Information. ................................................................................................30 Section 13.15 Amendment. ...............................................................................................................................30 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................30 Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. .....................................30 Section 13.18 Immunity Not Waived. ..............................................................................................................31 Section 13.19 Hold Harmless and Indemnification. .......................................................................................31 Section 13.20 Waiver. .......................................................................................................................................31 Section 13.21 Electronic and Information Resources Accessibility and Security Standards. ...................31 Section 13.22 Force Majeure. ...........................................................................................................................32 Section 13.23 Interim Contracts. .....................................................................................................................32 Section 13.24 Cooperation and Communication unication. ...........................................................................................32 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE........................32 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................32 Section 14.02 General Remedies and Sanctions. ............................................................................................33 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................34 Section14.04 Emergency Action. ....................................................................................................................35 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT.............................................................................35 Section 15.01 Breach of Contract Claim. ........................................................................................................35 Section15.02 Notice. .........................................................................................................................................35 Section 15.03 Sole Remedy. ..............................................................................................................................35 Section 15.04 Condition Precedent to Suit. .....................................................................................................35 Section 15.05 Performance Not Suspended. ............................................................ ..................................35 ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION...........................................................35 Section 16.01 Expiration of Contract or Programs Attachmrent(s). ...............................................................36 Section 16.02 Effect of Termination. Contract. .............................................................................................36 Section 16.03 Acts Not Constituting Termination. .........................................................................................36 Section 16.04 Termination or Temporary Suspension Without Cause..........................................................36 Section16.05 Termination For Cause. ............................................................................................................36 General Prozrisions (Core Subrecipient) 2014 (July 15,2013) 3 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipienf) Section 16.06 Notice of Termination. ..............................................................................................................39 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................39 Section 17.01 Void Contracts. ..........................................................................................................................39 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. ......................................39 Section 17.03 Appeals Rights. ..........................................................................................................................39 ARTICLE XVIII CLOSEOUT...............................................................................................................................39 Section 18.01 Cessation of Services At Closeout. ...........................................................................................39 Section 18.02 Administrative Offset. ...............................................................................................................39 Section 18.03 Deadline for Closeout. ...............................................................................................................39 Section 18.04 Payment of Refunds. .................................................................................................................39 Section 18.05 Disallowances and Adjustments. ..............................................................................................40 General Provisions(Core Subrecipient) 2014(July 15,2013) 4 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply,and shall require its subcontractor(s)to comply,with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,rules,and executive orders,as such statutes,regulations, rules,and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,rules or executive orders,the terms of this Contract will control. Contractor further agrees that,upon notification from DSHS,Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the term of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachnrent(s), Contractor shall comply with the requirements,eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract)for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS. Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and rcmedies,and,if appropriate,emergency action;and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial Eligibility. Where applicable, Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,perforrnance,interpretation,and any issues that may arise in any dispute between the Parties,this Contract will be governed by,and construed in accordance with,the laws of the State of Texas. In the event of a dispute between the Parties,venue for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable,federal statutes and regulations, including federal grant requirements applicable to funding sources,will apply to this Contract. Contractor agrees to comply with applicable laws,executive orders,regulations and policies, as well as Office of Management and Budget (OMB) Circulars (as codified in Title 2 of the Code of Federal Regulations), the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov. Code Chapter 783,and Uniform Grant Management Standards(UGMS),as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Services Division. UGMA and UGMS can be located through web links on the DSHS website at Imp://www.d shs,s tatc,tx,uVcon tracts/]i nks.sh on. Contractor also shall comply with all applicable federal and state assurances contained in UGMS,Part III,State Uniforrn Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable,Contractor shall comply with the Federal awarding agency's Common Rule,and the U.S.Health and Human Services Grants Policy Statement,both of which may be General Provisions(Core Subrecipient)2014(July 15,2013) 5 located through web links on the DSHS website at http://NvwNv.dslis.state.tx.us/contracts/links.shtin. For contracts ffinded by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies. To the extent applicable to Contractor,Contractor shall comply with the following: a) the following statutes,rules,regulations,and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs, benefits or activities or denial of any aid, care, service or other benefit on the basis of race,color,national origin,limited English proficiency,sex,sexual orientation(where applicable), disabilities,age,substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USG§§2000d et seq.;2)Title IX of the Education Amendments of 1972,20 USC§§ 1681- 1683,and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973,29 USC§794(a);4)the Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.; 5)Age Discrimination Act of 1975,42 USC§§6101-6107; 6) Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC§290dd(b)(1); 7)45 CFR Parts 80, 84, 86 and 91; 8)U,S.Department of Labor,Equal Employment Opportunity E.O. 11246;9)Tex. Lab. Code Chapter 21; 10)Food Stamp Act of 1977(7 USC§200 et seq.; 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12)Drug Abuse Office and Treatment Act of 1972,21 USC §§ 1101 et seq.,relating to drug abuse; 13)Public Health Service Act of 1912,§§ 523 and 527,42 USC§290dd-2,and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 14)Title VIII of the Civil Rights Act of 1968,42 USC§§ 3601 et seq.,relating to nondiscrimination in housing;and 15)DSHS Policy AA- 5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986,8 USC§ 1324a, and Immigration Act of 1990,8 USC 1101 et seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c) Pro-Children Act of 1994,20 USC §§6081-6084,and the Pro-Children Act of 2001,20 USC § 7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§ 289a-1 et seq.,and 6601 (PL 93-348 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act,5 USC §§ 1501-1508 and 7324-28,which limits the political activity of employees whose employment is funded with federal funds; f) Fair Labor Standards Act,29 USC§§201 et seq.,and the Intergovernmental Personnel Act of 1970, 42 USC§§4701 et seq.,as applicable,concerning minimum wage and maximum hours; g) Tex. Gov, Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex. Lab. Code Chapters 40I-406 and 28 Tex.Admin. Code Part 2,regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC §263a,regarding the regulation and certification of clinical laboratories; j) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030,or Title 25 Tex.Admin. Code Chapter 96 regarding safety standards for handling blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC §§ 2131 et sect.,pertaining to the treatment of laboratory animals; 1) environmental standards pursuant to the following: 1) Institution of environmental quality control measures under the National Environmental Policy Act of 1969,42 USC§§4321-4347 and Executive Order 11514(35 Fed. Reg. 4247),"Protection and Enhancement of Environmental Quality;"2) General Provisions(Core Subrecipient) 2014(July 15,2013) 6 Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3)Protection of wetlands pursuant to Executive Order 11990,42 Fed.Reg.26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed. Reg. 26951 and,if applicable,flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (PL 93-234); 5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6)Federal Water Pollution Control Act,33 USC§1251 et seq.;7) Protection of underground sources of drinking water under-the Safe Drinking Water Act of 1974,42 USC§§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC§§ 1531 ct seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC §§7401 et seq.; 10)Wild and Scenic Rivers Act of 1968(16 USC§§ 1271 et seq.)related to protecting certain rivers system; and 11) Lead-Based Paint Poisoning Prevention Act (42 USC §§4801 et seq.)prohibiting the use of lead-based paint in residential construction or rehabilitation; ni) Intergovernmental Personnel Act of 1970(42 USC§§4278-4763)regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 CFR Part 900, Subpart F); n) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§276a to 276a-7),the Copeland Act(40 U.S.C. §276e and 18 USC § 874),and the Contract Work Hours and Safety Standards Act(40 USC§§327-333),regarding labor standards for federally-assisted constiuction subagreements; p) National Historic Preservation Act of 1966, §106(16 USC §470),Executive Order 11593,and the Archaeological and Historic Preservation Act of 1974(16 USC §§469a-I et seq.)regarding historic property to the extent necessary to assist DSI-IS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No.A-133,"Audits of States,Local Governments,and Non-Profit Organizations;" r) Trafficking Victims Protection Act of 2000, Section 106(8) (22 USC§7104); s) Executive Order,Federal Leadership on Reducing Text Messaging While Driving,October 1,2009,if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement,additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government; and certain additional provisions will apply to such Contractors. a) The following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts: 1) Hold Harmless and Indemnification,Section 13.19; 2) Independent Contractor, Section 12,15 (delete the third sentence in its entirety; delete the word "employees"in the fourth sentence;the remainder of the section applies); 3) Insurance, Section 12.03; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; General Provisions(Core Subrecipient) 2014(July 15,2013) 7 6) Historically Underutilized Businesses, Section 12.10(Contractor,however,shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status, Section 3.01; 8) Application of Payment Due, Section 3.02; and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts Only). b) The following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government;and(3)the services,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex.Health& Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. c) The following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interlocal Cooperation Act,Tex. Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission(HHSC)Civil Rights Office with copies of all Contractor's civil rights policies and procedures, Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to— Civil Rights Office Health and Human Services Commission 701 W. 51st St.,Mail Code W206 Austin,Texas 78751 (888) 388-6332 or(512)438-4313 TTY Toll-free(877)432-7232 HHSCivilRightsOfficc @hlrsc,state.tx.us Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,permits,registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,permit,registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active status all licenses,certifications,permits,registrations and approvals required to perform their duties under this Contract General Provisions(Core Subrecipient) 2014(July 15,20 13) 8 and shall prohibit any person who does not hold a current,active required license,certification,permit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation. This Contract is contingent upon the availability of funding.If funds become unavailable through lack of appropriat ions,.budget cuts,transfer of fiends between programs or health and human services agencies,amendment of the Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on]row DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. ARTICLE II SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons,who are housed in Department-licensed and/or-funded residential facilities and who are twenty-two (22) years of age or younger,have access to educational services as required by Tex.Educ. Code§ 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code§29.012 not later than the third calendar day after the date a person who is twenty-two(22)years of age or younger is placed in Contractor's residential facility. Section 2.02 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 as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DSHS in providing services,as appropriate,in the following areas: community evacuation; health and medical assistance; assessment of health and medical needs;health surveillance;medical care personnel;health and medical equipment and supplies;patient evacuation; in-hospital care and hospital facility status;food,drug, and medical device safety;worker health and safety;mental health and substance abuse;public health information; vector control and veterinary services; and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency,be cost-effective,and be least intrusive on Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under this Contract,either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fain. Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex. Fans. Code Chapter 32,federal law supersedes state law. Section 2.04 Telernedicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses teleniedicine/telepsyclriatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing telemedicine service must include the following requirements: a) clinical oversight by Contractor'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 licenses; General Provisions(Core Subrecipient) 2014(July 15,2013) 9 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 Rule§448.911. Section 2.05 Tees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex. Health&Safety Code§ 12.032, DSHS Rule§1.91 covering Fees for Personal Health Services,and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be accounted for as Program hrcome in accordance with the DSHS Contractor's Financial Procedure Manual. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. Section 2.07 Services and Information for Persons with Limited English Proficiency. Contractor 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 Iimited English proficiency are effectively informed and can have meaningful access to programs,benefits,and activities. Contractor shall identify and document on the client records the primary language/dialect of a client wlro 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. Contractor shall snake every effort to avoid use of any persons under the age of eighteen(1 S)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. ARTICLE III FUNDING Section 3.01 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 Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor, 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.). Contractor, if a corporation,further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term,all or part of the payments under this Contact may be withheld until Contractor's delinquent franchise tax is paid in fiull. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 Use of funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. General Provisions(Core Subrecipient)2014 (July 15,2013) 10 Section 3,04 Use for Match Prohibited. Contractor shall not use fiords provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or eared only as a result of a Program Attachment during the tern of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract,Contractor shall use the addition alternative,as provided in UGMS §_.25(g)(2),for the use of program income to further the program objectives of the state or federal statute under which the Program Attachment was made, and Contractor shall spend the program income on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions,the Contractor's Financial Procedures Manual located at lrttp://www.dshs.state.tx.us/contracts/cfpm.shtm and the provisions of the Program Attaclrment(s). Contractor shall expend program income during the Program Attachment tern and may not carry fortiward to any succeeding term. Contractor shall refund program income not expended in the tern in which it is earned to DSHS. DSHS may base future funding levels, in part, upon Contractor'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, Section 3.06 Nonsupplanting. Contractor shall not supplant(i.e.,use funds from this Contract to replace or substitute existing funding from other sources that also supports the activities that are the subject of this Contract)but rather shall use funds from this Contract to supplement existing state or local hinds currently available for a particular activity. Contractor shall make a good faith effort to maintain its current level of support. Contractor 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 IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s),the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attachment(s) and acceptable submission of a request for reimbursement;or 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,as stated in the Program Attachment(s)and acceptable submission of all required documentation,forms and/or reports. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachments)in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attaclmnent(s)or permitted under the Third Party Payors section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4,03 Final Billing Submission. Unless otherwise provided by the Department,Contractor shall submit a reimbursement or payment request as a final close-out bill not later than sixty(60)calendar days following the end of the term of the Program Attachment for goods received and services rendered during the term. If necessary to meet this deadline,Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DST-IS's offices more than sixty(60) calendar days following the end of the applicable term will not be paid, Consideration of requests for an exception will be made on a case-by-case basis,subject to the availability of funding,and only for an extenuating circumstance,such as a catastrophic event,natural disaster,or criminal activity that substantially General Provisions(Core Subrecipient)2014(July 15,2013) 11 interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 4.04 Working Capital Advance. If allowed under this Contract,a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at lrttp://Nvww.dslis.state,tx.us/contracts/cfpnr.shtnr. Section 4.05 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided. Third party payors include,but are not limited to,commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract,Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor 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 who are otherwise eligible for Department 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 Department for tire deductible; (d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted,in which case the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals 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 Department; and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met,Department will make payment in accordance with the Texas prompt payment late(Tex, Gov, Code Chapter 2251). Contractor shall comply with Tex.Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance,and all invoices and Contractor's performance are subject to audit or review by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor has not refunded to Department,or if financial status report(s)required by the Department are not submitted by the date(s) due. Department may take repayment(recoup)from finds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refunds,contract settlements,audit recoveries,and interest earned on such funds before requesting cash payments including any advance payments from Department. General Provisions(Core Subrecipient) 2014(July 15,2013) 12 Section 5,04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health Services section of the Services Article of these General Provisions or under 25 Tex.Admin, Code§444.413, Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients or participants,and Contractor sliall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. ARTICLE W ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6,01 Allowable Costs. For services satisfactorily performed,and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the funds to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due date(s). DSHS may take repayment(recoup)from funds available tinder this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles,audit requirements,and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Princi les Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS,OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular A-110(2 (2 CFR,Part 220) A-133 CFR,Part 215)and applicable Federal awarding agency common rule;and UGMS,as applicable Non-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122(2 CFR,Part A-133 and UGMS A-110(2 CFR,Part 230) 215)and applicable Federal awarding agency common rule For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency common rule in OMB Circular A-122 Procedures,or (2 CFR Part,230)as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the General Provisions(Core Subrecipient)2014(July 15,2013) 13 federal or state awarding agency A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at littp://www.dshs.state.tx.tis/contracts/]itiks.slitni. 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. Section 6.02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal funds awarded,Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget(OMB)Ciro.No.A-133, the Single Audit Act of 1984,P L 98-502, 98 Stat.2327,and the Single Audit Act Amendments of 1996,P L 104-156, 110 Stat, 1396. The$500,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded,Contractor must have a single audit or program-specific audit in accordance with UGMS, State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure tluesholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS,as applicable,for their program-specific audits.The HHSC Office of Inspector General(OIG)will notify Contractor to complete the Single Audit Status Registration Form. If Contractor fails to complete the Single Audit Status Form within.thirty(30)calendar days after notification by OIG to do so,Contractor shall be subject to DSHS 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,which is accessible through a web link on the DSHS website at littp://Nvww.dslis,state.tx.us/cotitracts/links.shtiii. Contractor shall procure audit services in compliance with this section,state procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contractor is a state governmental entity,shall competitively re-procure independent single audit services at least every six(6)years. Section 6.03 Submission of Audit. Within thirty(30)calendar days of receipt of the audit reports required by the Independent Single or Program-Specific Audit section,Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG,at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O. Box 149347 Compliance/Audit,Mail Code 1326 Austin,Texas 78714-9347 P.O. Box 85200 Austin,Texas 78708-5200 If Contractor 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 Contractor of an audit report,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and client records that contain protected health information(PHI),and any other information that discloses confidential personal information or identifies any client served by DSHS,in accordance with applicable federal and state laws,rules and regulations, including but not limited to 7 CFR Part 246;42 CFR Part 2;45 General Provisions(Core Subrecipient)2014 (July 15,2013) 14 CFR Parts 160 and 164(Health Insurance Portability and Accountability Act[HIPAA]);Tex. Health&Safety Code Chapters 12,47,81, 82, 85, 88,92, 161, 181,241,245,251,534,576,577,596,611,and 773;and Tex. Occ. Code Chapters 56 and 159 and all applicable rules and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential information under this Contract,without tine consent of the individual to whom the PHI relates,for funding, payment and administration of the grant program,and for purposes permittcd under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other law, Contractor and DSI-IS shall exchange PHI without the consent of clients in accordance with 45 CFR§ 164.504(e)(3)(i)(B),Tex.Health&Safety Code§533.009 and Rule Chapter 414, Subchapter A or other applicable laws or rules. Contractor shall disclose information described in Tex. Health& Safety Code§ 614.017(a)(2)relating to special needs offenders,to an agency described in Tex. Health&Safety Code§ 614.017(c)upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department, without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon tennination of this Contract or a Program Attachment to this Contract,as applicable,or if care or treatment is transferred to another DSHS- funded contractor. Section 7.05 HIVIAIDS Model Workplace Guidelines. If providing direct client care,services,or programs,Contractor shall implement Department's policies based on tine HIV/AIDS(human immunodeficiency virus/acquired immunodeficiency syndrome)Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,Policy No. 090.021,and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS,in accordance with the Tex. Health&Safety Code § 85.112-114.A link to the Model Workplace Guidelines can be found at littp://NvwNy,dstis.state.tx.us/Iiivstd/Volicypolicies.slitnr. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum, Contractor shall retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract, for a period of four(4)years after the termination of this Contract. If services are funded through Medicaid,the federal retention period,if more than four(4)years,will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to tine audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex.Admin. Code Title 22,Part 9,§ 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations, it shall ensure that records relating to this Contract are securely General Provisions (Core Subrecipient) 2014(July 15,2013) 15 stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates,whichever is sooner. Contractor shall provide,and update as necessary, the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE IX ACCESS AND INSPECTION Section 9.01 Access. In addition to any right of access arising by operation of law, Contractor,and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives,as well as duly authorized federal,state or local authorities,including the Comptroller General of the United States,OIG,and the State Auditor's Office(SAO), unrestricted access to and the right to examine any site where business is conducted or client services are performed,and all records (including financial records,client and patient records,if any,and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract; and the right to interview members of Contractor's governing body,staff,volunteers,participants and clients concerning tine Contract,Contractor's business and client services. If deemed necessary by the Department or the OIG,for the purpose of investigation or hearing,Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment,and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department information collected,assembled or maintained by Contractor-relative to this Contract for the Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall,upon request,make all records,books,papers, documents,or recordings related to this Contract available for inspection,audit,or reproduction during norrnal business hours to any authorized representative of the SAO. Contractor understands that tine acceptance of funds under this Contract acts as acceptance of the authority of the SAO,or any successor agency,to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation,including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract funds disbursed by Contractor to its subcontractors,and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site(s)will be conveyed in writing to Contractor. Contractor shall submit,by the date prescribed by DSHS,a resolution to the deficiency identified in a site inspection,program or management review or financial audit to the satisfaction of DSHS or, if directed by DSHS,a coffective action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under-the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions. General Provisions(Core Subrecipient) 2014(July 15,2013) 16 ARTICLE X NOTICE REQUIREMENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases(EN/STD);Family Planning(Titles V,X and XX);Primary Health Care;Maternal and Child Health;and Women,Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex. Fam. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting,and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department located at www.dslis.state.tx.us/childabusereportirrg. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 10.02 Significant Incidents. hi addition to notifying the appropriate authorities,Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the health,safety or welfare of Department-funded clients or participants within seventy-two (72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not limited to an action,suit or proceeding before any court or governmental body,including environmental and civil rights matters,professional liability, and employee litigation. Notification must include the names of the parties,nature of the litigation and remedy sought,including amount of damages, if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within three(3)working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the contract;and the contract or case reference number. If Contractor,as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity,it shall disclose this information within three(3)working days of the surrender,suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local,state or federal department or agency or entity; the date of tine license action; and a license or case reference number. Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency, incapacity,or outstanding unpaid obligations to the Internal Revenue Service(IRS)or Texas Workforce Commission(TWC)within three(3)working days of the date of determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC, Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3)working days of such action by Contractor's governing body. Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,Unlawful activity,or violation of financial laws,rules,policies,and procedures related to performance under this Contract. Contractor shall make such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. General Provisions (Core Subrecipient) 2014(July 15,2013) 17 Additionally,if this Contract is federally funded by the Department of Health and Human Services(HHS), Contractor shall report any credible evidence that a principal,employee,subcontractor or agent of Contractor, or any other person,has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct involving those funds. Contractor shall snake this report to the SAO at http://sao.fraud.state.tx.us,and to the HHS Office of Inspector General at http:/h vww.oig.lihs,gov/fraud/liotline/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has all ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision,received deferred adjudication,is presently indicted for or has been convicted of a criminal offense related to any financial matter, federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor,or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization,an employee or volunteer of Contractor,or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed on community supervision,received deferred adjudication,or been indicted for or convicted of a criminal offense relating to involvement in any financial matter,federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who engaged,or was alleged to have engaged,in an activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSHS. Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of,or cooperates with an investigation regarding,any applicable law,rule,regulation or standard to the Department,another state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Paris 376 and 180(parts A-1),45 CFR Part 76 (or comparable federal regulations); e) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; General Provisions (Core Subrecipient) 2014(July 15,2013) 18 g) neither it,nor its principals have within the tbree(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against tbern for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain, or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-rigging),or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records,making false statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; 11) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal, state or local)with the commission of any of the offenses enumerated in subsection g) of this section; and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article,without modification(except as required to make applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is. unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract,Contractor shall immediately notify the contract manager- assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by Tex.Fam. Code§ 231.006,a child support obligor who is more than thirty(30)calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner,shareholder,or owner with an ownership interest of at least twenty-five percent(25%) is not eligible to receive payments from state funds under a contract to provide property,materials,or services or receive a state-funded grant or loan. if applicable,Contractor shall maintain its eligibility to receive payments under this Contract,certifies that it is not ineligible to receive the payments specified in this Contract,and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section I 1 A4 Gifts and Benefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or future employment,gift,loan, gratuity,special discount,trip,favor,service or anything ofnronctaty value to a DSHS or HHSC official or employee in connection with this Contract. Section 11.05 Ibreligibility to Receive the Contract. (a)Pursuant to Tex. Gov. Code§ 2155.004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements,statement(s)of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor,nor its employees,nor anyone acting for Contractor has received compensation from DSHS for participation in the development,drafting or preparation of specifications, General Provisions(Core Subrecipient) 2014 (July 15,2013) 19 requirements or statement(s) of work for this Contract or in the Solicitation Document oil which this Contract is based; (b)pursuant to Tex. Gov. Code§§2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law,or been assessed a federal civil or administrative penalty, in connection with a contract awarded by the federal government for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,2005; (c)Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Tex. Gov.Code§§2155.004,2155.006 or 2261.053, and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 11.06 Antitrust. Pursuant to 15 USC§ 1,et seq. and Tex.Bus. &Cornm. Code§ 15.01,et seq. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. Section 11.07 Initiation and Completion of Worlc. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS Or CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations,including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state Iaws and regulations;and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further,Contractor's governing body shall ensure separation of powers,duties,and functions of governing body members and staff. Staff members,including the executive director,shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence the employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573)to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two(2) years prior to the election,appointment or employment of the officer,employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body, officers and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management an(] Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual, and any of its subsequent amendments,which is available at the Department's web site: htt WwwwAshs.state,tx,us/contracts/cf nl.slitrll. Contractor shall maintain an appropriate contract administration system to ensure that all terms, conditions,and specifications are met during the term of the contract through the completion of the closeout procedures. Contractor shall develop,implement,and maintain financial management and control systems that meet or exceed the General Provisions(Core Subrecipient) 2014(July 15,2013) 20 requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include,at a minimum,the following: a) financial planning,including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to the general ledger;and c) effective internal and budgetary controls; comparison of actual costs to budget;determination of reasonableness,allowableness,and allocability of costs; timely and appropriate audits and resolution of any findings;billing and collection policies;and a mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost,stolen, damaged or destroyed. If any insured equipment purchased with DSHS finds is lost,stolen, damaged or destroyed,Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS. Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to carry a fidelity bond or insurance coverage equal to tine amount of funding provided under this Contract up to$100,000 that covers each employee of Contractor handling funds under this Contract,including person(s) authorizing payment of such funds. The fidelity bond or insurance must provide for indemnification of losses occasioned by(1) any fraudulent or dishonest act or acts committed by any of Contractor's employees,either individually or in concert with others,and/or(2) failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 12,05 Liability Coverage. For the benefit of DSHS,Contractor shall at all times maintain liability insurance coverage,referred to in Tex. Gov. Code§2261.102,as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible pet-sons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act; for-profit corporations organized under the Texas Business Corporations Act; and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect tine interests of Department in the event an actionable act or omission by a responsible person datuages Department's interests. Contractor shall notify,and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section, Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion General Provisions(Core Subrecipient) 2014 (July 15,2013) 21 of overtime only under the following conditions: 1) with the prior written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck; 3)when employees are performing indirect functions,such as administration,maintenance,or accounting; 4) in performance of tests,Iaboratory procedures,or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed;or 5)when lower overall cost to DSHS will result. Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local,state and federal zoning,building,Health,fire,and safety standards. Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation flan in the fonnat provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O.Box 149347,Austin,Texas 78714-9347,or by email to mailto:cosca a,dshs.state.tx.us no later than the 60`h calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan on file with the Department. Contractor shall implement and follow the applicable Cost Allocation Plan. If Contractor's plan is the same as the plan previously submitted to DSHS,by signing this Contract,Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted.If the Cost Allocation Plan changes during the Contract term,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30)calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at httl2://Nvww.dslis,state.tx.tis/contracts/cft)m,slitin, Section 12.09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS,and from using the Department's name, logo or website link in any manner that is intended,or that could be perceived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program,services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses(HUBS). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment,Contractor is encouraged to make a good faith effort to consider subcontracting with HUBS in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex, Admin.Code§20.10 et seq. Contractors may obtain a list of HUBS at http://www.window.state.tx.tis/procurement/pro.-/htib. If Contractor has filed a HUB subcontracting plan,the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBs during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the I Sth day of each month for the prior month's activity,if there was any such activity, in accordance with 34 Tex. Admin.Code§20.16(b). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code§2155.4441. Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000,Contractor shall obtain written approval from DSHS. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan, Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS.Contractor shall ensure that General Provisions(Core Subrecipient) 2014(July 15,2013) 22 subcontractors are fully aware of the requirements placed upon them by state/federal statutes,rules,and regulations and by the provisions of this Contract. Contracts with all subcontractors,whether vendor or subrecipient,must be in writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN) or Employee Identification Number(EIN); b) a detailed description of the services to be provided; c) measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable termination clause; and e) beginning and ending dates that coincide with the dates of the applicable Program Attacbment(s)or that cover a term within the beginning and ending dates of the applicable Program Attaclunent(s). Contractor is responsible to DSHS for the perforniance of any subcontractor. Contractor shall not contract with a subcontractor,at any tier,that is debarred,suspended,or excluded from or ineligible for participation in federal assistance programs; or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section(Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related Parties sections(General Tenus Article). General Provisions(Core Subrecipient) 2014 (July 15,2013) 23 Section 12,13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements;have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past twee(3) years any license issued by the Department. Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for Subrecipient subcontracts,without modification (except as required to make applicable to the subcontractor),(1) the certifications stated in the Assurances and Certifications Article; (2)the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article;and(3) a provision granting to DSHS, SAO, OIG,and the Comptroller General of the United States,and any of their representatives, the right of access to inspect the work and the premises on which any work is performed,and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions.Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachments) applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 12.13 or any of the certifications stated in the Assurances and Certifications Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12,13 or the assurances stated in the Assurances and Certifications Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees,subcontractors,joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever, For purposes of this Contract, Contractor acknowledges that its employees,subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. Tire person or persons signing this Contract on behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 12.17 Tax Liability, Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS,this Contract will be subject to remedies and sanctions under this Contract,including immediate termination at the Department's discretion. If the Contract is terminated under-this section,the Department will not enter into a contract with Contractor for three(3)years from the date of termination. Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within tcn(10)business days of any change to the Contractor's name;contact information;key personnel,officer,director or partner;organizational structure,such as merger, acquisition or change in form of business;legal standing;or authority to do business in Texas.A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions. General Provisions(Core Subrecipient) 2014(July 15,2013) 24 Section 12.19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12,20 Equipment. Equipment means an article of nonexpendable,tangible personal property having a useful lifetime of more than one year and all acquisition cost of$5,000 or more. Contractors shall inventory all equipment,and report the inventory oil the Contractors Property Inventory Form or Form GC-11 as required under Section 12.23Contractor shall initiate the purchase of all equipment approved in writing by DSHS,in the first quarter of the Contract or Program Attachment 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 of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies,drugs,janitorial supplies, office supplies,patient educational supplies,software,and any items of tangible personal property other than those defined as equipment above, Tangible personal property includes controlled assets,including firearrns,regardless of fire 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 are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required,but such purchases must be reported on the Contractor's Property Inventory Form or Form GC-11 as detailed under Section 12.23. General Provisions(Core Subrecipient) 2014(July 15,2013) 25 Section 12.22 Changes to Equipment List. All items of equipment to be_purchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department it)the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to tine contract manager assigned to the Program Attachment,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved, Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request,as appropriate; or,in the case of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment,supplies defined as controlled assets,and property described in the Other Intangible Property section of Article XIII and submit an annual cumulative report of the equipment and other property on Form GC-11 (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 15`1 of each year. The report is located on the DSHS-vcbsitc at littp://www.dshs.state.tx.tisicoiitracts/foiiiis.slitlii. Contractor shall maintain,repair,and protect assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified,reimbursed,or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract,Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy,Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy,and title must revert to Department. If directed by DSHS,Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any,contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment,and supplies in possession of the subcontractor from tine bankruptcy,and title must revert to Department,who may require that the property,equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor,for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may,at its option and to the extent allowed by law, transfer the reversionary interest to such property to Contractor. Section 12.26 Property Acquisitions. Department fiends must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's(AHA's)"Estimated Useful lives of Depreciable Hospital Assets" in disposing,at any time during or after the Contract term,of equipment purchased with the Department funds,except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state,or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requirements of UGMS. If,prior to the end of the useful life,any item of equipment is no longer needed to perform services under this Contract,or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than $5,000,Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an itern reaches the end of its useful life,Contractor shall General Provisions(Core Subreeipient) 2014(July 15,2013) 26 ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12.28 Closeout of Equipment. At the end of the term of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated,Contractor shall submit to the contract manager assigned to the Program Attachment,an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department fiinds must be secured by Contractor at the time of Closeout or termination of the Program Attachment and must be disposed of according to the Department's disposition instructions,which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor, at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XIII GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign,or sell its interest,in whole or in part,in this Contract,or in any equipment purchased with funds from this Contract,without the prior written consent of the Department. Section 13.02 Lobbying. Contractor shall comply with Tex. Gov. Code§ 556.0055,which prohibits contractors who receive state funds from using those funds to pay lobbying expenses, Further,Contractor shall not use funds paid under this Contract,either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of government,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state legislature,or for influencing or attempting to influence an officer or employee of any federal or state 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 contract or the extension, continuation,renewal,amendment,or modification of any contract(31 USC§ 1352 and UGMS). If at any time this Contract exceeds$100,000 of federal funds,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under-the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract,a certification that none of the funds provided by Department have been or will be used for payment to lobbyists,and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. Contractor shall file the declaration,certification,and disclosure at tine time of application for this Contract;upon execution of this Contract unless Contractor previously filed a declaration,certification, or disclosure form in connection with the award;and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the inforrnation contained in any declaration,certification,or disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager assigned to tine Program Attachment. Contractor shall also comply,as applicable,with the lobbying restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;2 CFR Part 225 (A-87)Appendix B section 24; 2 CFR§215,27(A-110) and 2 CFR Part 220(A-21)Appendix A,subsection J.17 and 128. Contractor- shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its -subcontractors,if any,do not have nor shall Contractor or its subcontractors knowingly acquire or retain,any financial or other General Provisions(Core Subrecipient)2014(July 15,2013) 27 interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include,but are not limited to,an existing or potential business or personal relationship between Contractor(or subcontractor), its principal(or a member of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC, their commissioners or employees,or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain, If,at any time during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest,Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10) days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten(10) days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13.04 Transactions Behveen Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attaclunent the name,address and telephone number of the related party,how the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage,cormnon ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor,for purposes of reporting transactions between related parties,includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars,which may include 45 CFR part 74,OMB Cire.No.A-110,2 CFR§215.42,and UGMS. Section 13.05 lntelleettral Property. Tex, Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract, a) "Intellectual property" nicans created property that may be protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"work made for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire, Contractor irrevocably assigns the rights, title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter,and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas,as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,or otherwise use,and to authorize others to use,for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract; and(2)any rights of copyright to which a Contractor purchases ownership with contract funds. Contractor shall place an acknowledgment of federal awarding agency grant General Provisions(Core Subrecipient) 2014 (July 15,2013) 28 support and a disclaimer,as appropriate,on any publication written or published with such support and,if feasible,oar any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from federal awarding agency)"or"The project described was supported by grant number from(federal awardinu agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awardiiT agencv�." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and irrevocable license to reproduce,publish or otherwise use,and to authorize others to use,for DSHS,public health,and state governmental noncommercial purposes(1) the copyright,trademark,service mark,and/or patent on an invention,discovery,or improvement to any process,machine,manufacture,or composition of matter;products; technology;scientific information; trade secrets;and computer software,in any work developed under a grant,subgrant,or contract under a grant or subgrant;and(2)any rights of copyright,service or trade marks or patents to which a grantee,subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law,Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Other Irrtangible Property. At the conclusion of the contractual relationship between Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,URLs, software licenses with a value of$500 or more,etc. Contractor shall inventory all such non-copyrightable intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid,the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that the language contained in this Contact is to be construed as jointly drafted,proposed and accepted. Section 13,08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or,if sent by certified mail, on the date of receipt. Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other that they are entities fully familiar with transactions of the kind reflected by the contract documents,and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that(a)the General Provisions(Core Subrecipient) 2014(July 15,2013) 29 Parties have expressly agreed will survive any such termination or expiration,or(b)remain to be performed or (c)by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion, the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13.14 Customer Service Information, If requested, Contractor shall supply such information as required by the Department to comply with the provisions of Tex. Gov. Code Chapter 2114 regarding Customer,Service surveys. Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties,except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment;and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment terns,as applicable,Contractor's written justification must include a reason for the delay in snaking the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article,Contractor shall not perform or produce, and DSHS will not pay for the performance or production of, different or additional goods,services,work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any term,covenant,or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be spade to this Contract without a written amendment or the Department's prior approval: a) contractor's contact person and contact information; b) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; c) cumulative budget transfers that exceed 25%among direct cost categories,other than the equipment category, of cost reimbursement contract Program Attachments of less than$100,000,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures; and C) a change in Contractor's share of the budget concerning non-DSHS funding other than program income and match,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten(10)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification may be by letter,fax or email. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or less among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be General Provisions(Core Subrecipient)2014 (July 15,2013) 30 made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories,other than the equipment category,that exceed 25%of Program Attachments of$100,000 or more,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget; e) changes in the equipment category of a previously approved equipment budget; f) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g.,foreign travel expenses,overtime premiums,membership fees; and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from or to the equipment category that equal or exceed 10%of any Program Attachment require all amendment to this Contract as described in the Amendment section of this Article). In order to request a revision of any of the enumerated provisions,Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised, Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section. 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indemnification. Contractor,as all independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers,and the federal government harmless and to indemnify therm from any and all liability,suits, claims, losses,damages and judgments; and to pay all costs,fees,and damages to tine extent that such costs,fees,and damages arise from performance or nonperformance of Contractor,its employees,subcontractors,joint venture participants or agents under this Contract, Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,non-action or default under this Contract will not constitute a waiver of either Party's rights under this Contract. Section 13.21 Electronic and Information Resources Accessibility and Security Standards. As required by 1 Tex.Admin. Code Chapters 213 and 206,as a state agency,DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in I Tex. Admin. Code Chapter 213 and Website Accessibility Standards/Specifications specified in I Tex. Admin. Code Chapter 206(collectively EIR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance under this Contract includes the development,modification or maintenance of a website or other electronic and information resources for DSHS or for the public on behalf of DSHS,Contractor certifies that the website or other electronic and information resources comply with the EIR Standards. Contractor further certifies that any network hardware or software purchased or provided under this Contract has undergone independent General Provisions(Core Subrecipient)2014(July 15,2013) 31 certification testing for known and relevant vulnerabilities,in accordance with rules adopted by Department of Information Resources. Section 13.22 Force Majeure. Neither Party will be liable for any failure or delay in performing all or some of its obligations,as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party,including,but not limited to,extraordinarily severe weather,strikes,natural disasters,fire,civil disturbance,epidemic,war,court order,or acts of God. The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no Ionger exists and,if applicable,for any reasonable period of time thereafter . required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.)and,as soon as practicable,must submit written notice with proof of receipt,of the existence of a force majeure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as an"Interim Contract"beyond the expiration date of the term of the Contract or Program Attachment(s),as applicable,under the following circumstances: (1)on or shortly prior to the expiration date of the Contract or Program Attachment,there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment;and(2)DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services(with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract,or both. The notice will include billing instructions and detailed information oil how DSHS will fund the goods or services to be procured during the Interim Contract term. The Interim Contract will terminate thirty(30)days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Department staff and,as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include,but are not limited to, the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract,including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; e) failure by Contractor to provide a full accounting of funds expended under this Contract; f) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or General Provisions(Core Subrecipient) 2014(July 15,2013) 32 h) Contractor is on or is added to the Excluded Parties List System(EPLS). Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC O1G may investigate,audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. Tire Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions oil a case-by-case basis. Contractor is responsible for complying with all of the teens of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute,rule or regulation,or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline call be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract,including but not limited to compliance with applicable statutes,rules or regulations, the Department may take one or more of the following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inform Contractor of the termination no less than thirty(30)calendar days before the effective date of the termination in a notice of termination, except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination,the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily(1)discontinue performance of all or part of the Contract, and/or (2)discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension,pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance and/or incur allowable expenses. Contractor shall not bill DST-IS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c) deny additional or future contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service, 3)expend funds appropriately and at a rate that will make full use of the award,or 4)achieve local match,if required; e) disallow costs and credit for matching funds,if any, for all or part of the activities or action not in compliance; 1) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance,if applicable, or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed.by Contractor for(1)unallowable,undocumented,disputed, inaccurate,improper,or erroneous billings; (2)material failure to comply with Contract provisions; or (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained General Provisions(Core Subrecipient)2014(July 15,2013) 33 fraudulently or upon tine Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any funds paid under this Contract; i) request that Contractor be removed from the Centralized Master Bidders List(CMBL)or any other state bid list,and barred from participating in future contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor on probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six (b)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor. Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely be conducted; 1) require Contractor to obtain technical or managerial assistance; in) establish additional prior approvals for expenditure of fiinds by Contractor; n) require additional or more detailed, financial and/or programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation, improper billing or accounting practices,or failure to comply with Contract terms; p) pursue a claim for damages as a result of breach of contract; q) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participants,or require removal of any employee,volunteer,officer or governing body member,if the employee,volunteer,officer or member of the governing body has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; r) withhold any payments to Contractor to satisfy any recoupment,liquidated damages,match insufficiency,or any penalty(if the penalty is permitted by statute)imposed by DSHS,and take repayment from funds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; s) reduce the Contract tern; t) recoup improper payments when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices or failure to comply with Contract terns; u) assess liquidated damages; v) demand repayment of an amount equal to the amount of any match Contractor failed to provide,as determined by DSHS; w) impose other remedies,sanctions or penalties permitted by statute. Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced),stating the nature of the remedies and sanction(s), the reasons for imposing them,the corrective actions,if any, that must be taken before the actions will be removed and the time allowed for completing the corrective actions,and tine method,if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recouprnent, Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan)or demonstrate in writing that the findings on which tine remedies or sanction(s)are based are either invalid or do not warrant the remedies or sanction(s), If Department determines that a remedy or sanction is warranted,unless the remedy or sanction is subject to review under a federal or state statute, regulation,rule,or guideline, Department's decision is final. Department will provide written notice to General Provisions(Core Subrecipient) 2014(July 15,2013) 34 Contractor of Department's decision. If required by the Department,Contractor shall submit a corrective action plan for DSHS approval and tape corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter,and if recoupmerrt is available,DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract Section 14.04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny future contract awards,or delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action. An"emergency"is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health,welfare or safety. The direct adverse effect may be programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures;or b) Contractor is expending funds inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Conti-act Claim. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules §§4.11- 4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex.Gov Code Chapter 2260,subchapter B. To initiate the process,Contractor shall submit written notice,as required by subehapter B,to DSHS's Office of General Counsel. Tire notice must specifically state that the provisions of Chapter 2260,subehapter B,are being invoked. A copy of the notice must also he given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260,subchapter C. Section 15,03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter 2260, subchapter C,is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex, Gov. Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ.Prac. &Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor,in whole or in part, ARTICLE XW 'TERMINATION AND TEMPORARY SUSPENSION General Provisions (Core Subrecipient) 2014(July 15,2013) 35 Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terns section of the General Terms Article,Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments,all or a part of this Contract may be terminated with or without cause under this Article. Section 16,02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor's costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination.- Upon termination of this Contract or Program Attachment, as applicable,Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment,as applicable,to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract,Department and Contractor will be discharged from any further-obligation created under the applicable tends of this Contract or the Program Attachment,as applicable,except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS,and except as provided in the Survivability of Tenors section of the General Terns Article. Termination does not however,constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's (1) withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period;(2)withdrawal of the unobligated balance at the expiration of the tern of a program attachment; (3) refusal to extend a program attachment or award additional funds to make a competing or noncompeting continuation,renewal,extension,or supplemental award; (4)non-renewal of a contract or program attachment at Department's sole discretion;or(5)voiding of contract upon determination that the award was obtained fraudulently,or was otherwise illegal or invalid from inception. Section 16.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the other Party,except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services,Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. 6) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if funds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human services agencies,amendments to the Appropriations Act,health and human services consolidations,or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension. Upon notification of temporary suspension,Contractor shall discontinue performance under the Contract as of the effective date of tine suspension,for the duration of the suspension. d) Department may terminate this Contract or a Program Attachment immediately when, in the sole determination of Department,termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30)calendar days written notice to tine other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other conduct that jeopardizes the Contract objectives,by General Provisions(Core Subrecipient) 2014(July 15,2013) 36 giving at-least thirty(30)calendar days written notice to Contractor. Such conduct may include one or more of the following: a) Contractor has failed to adhere to any laws,ordinances,miles,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided udder this Contract; d) Department deterinines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statenient(s)of work or Solicitation Document on which this Contract is based in violation of Tex.Gov. Code§2155.004;or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code§§21 55.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes ail assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) H judgment for the payment of money in excess of$50,000(that is not covered by insurance)is rendered by any court or governmental body against Contractor,and Contractor does not(a) discharge the judgment,or(b)provide for its discharge in accordance with its terms,or(c)procure a stay of execution within thirty(30)calendar days from the date of entry of the judgment, or(d) if the execution is stayed,within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed,appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgement as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization,arrangement,insolvency,readjustment of debt,dissolution, receivership or liquidation law of any jurisdiction then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization,arrangement,insolvency, readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30)calendar days;or 10) Contractor consents to the appointment of a receiver,trustee,or liquidator of Contractor or of all or any part of its property; General Provisions (Core Subrecipient)2014(July 15,2013) 37 h) Contractor's management system does not meet the UGMS management standards;or i) Any required license,certification,pennit,registration or approval required to conduct Contractor's business or to perform services under this Contract is not obtained or is revoked,is surrendered, expires,is not renewed,is inactivated or is suspended. General Provisions (Core Subrecipient)2014(July 15,2013) 38 Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. if either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void,or is suspended,or is terninated for cause is not eligible for expansion of current contracts, if any,or new contracts or renewals until,in the case of suspension or tennination,the Department has determmined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally,if this Contract is found to be void,any amount paid is subject to repayment. Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code§2105.302,after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds,Contractor may request au administrative hearing under Tex. Gov. Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment)on its own terns,Contractor shall cease services under this Contract or Program Attachment;and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary,to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment terrination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers,as needed, Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachment is ternitrated or has expired. Upon termination,expiration(with no renewal) or non- renewal of this Contract or a Program Attachment,Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18.03 Deadline for Closeout. Contractor shall submit all financial,performance,and other Closeout reports required under this Contract within sixty(60)calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the final Billing Submission section of the Payment Methods and Restrictions Article, the Department is not liable for any claims that are not received within sixty (60)calendar days after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terns of this Contract constitute a debt to the Department and will result in a refund due,which Contractor shall pay within the time period established by the Department. General Provisions (Core Subrecipient)2014(July 15,2013) 39 Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any fiords due as a result of later refunds,corrections,or other transactions, General Provisions(Core Subrecipient)2014 (July 15,2013) 40 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2014-000014-00 This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Corpus Christi Public Health District (Contractor), a Governmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2. Total Amount: The total amount of this Contract is$241,637.00. 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4.Term of the Contract: This Contract begins on 09/01/2013 and ends on 0813112014. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. S. Authority. DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Program Name: IMMILOCALS Immunization Branch-Locals 7. Statement of Work: Contractor shall implement and operate an immunization program for children, adolescents, and adults, with special emphasis on accelerating interventions to improve the immunization coverage of children two (2)years of age or younger(0 to 35 months of age). Contractor shall incorporate traditional and non-traditional systematic approaches designed to eliminate barriers, expand immunization capacity, and establish uniform operating policies, as described herein. Contractor shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8. "Service Area" of this contract. Contractor shall be enrolled as a provider in the Texas Vaccines for Children Program (TVFC)which includes a signed Deputization Addendum to TVFC Provider Enrollment Form (E6-102), by the effective date of this Program Attachment, and must adhere to the TVFC Operations Manual and associated TVFC policy guidelines provided by DSHS (located at http://www.dshs.state.tx.us/immunize/tvfc/tvfc—manual.shtm). Contractor shall comply with written policies and procedures provided by DSHS in managing vaccines supplied through the TVFC program, including guidelines for proper storage and handling of vaccines and for safeguarding vaccine in the event of natural disaster. Contractor shall comply with all requirements laid out in the final, approved Work Plan (Exhibit A). • Contractor will use the current vaccine management system as described in the TVFC Operations Manual. • Contractor shall notify providers of changes to vaccine management reporting, and present updates and training to providers, as requested by DSHS. • Contractor shall plan and implement community-based activities and collaborations to accomplish the required tasks as specified in the final, approved Work Plan (Exhibit A). Contractor shall report all reportable conditions as specified in 25 Texas Administrative Code JAC) Part 1 §§97.1-97.6 and §§97.101-97.102, and as otherwise required by law. Contractor shall 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). Contractor shall inform and educate the public about vaccines, and vaccine-preventable diseases, as described in the DSHS Immunization Contractors Guide for Local Health Departments. Contractor shall conduct outreach and collaborative activities with American Indian tribes located within the boundaries of the contractor's jurisdiction. Contractor shall work to promote a health care workforce within the Local Health Department's service area (including Contractor's staff)that is knowledgeable about vaccines, vaccine safety, vaccine-preventable diseases, and delivery of immunization services. Contractor shall not deny vaccinations to recipients because they do not reside within Contractor's jurisdiction or because of an inability to pay an administration fee. Contractor shall comply with all applicable federal and state regulations and statutes, including but not limited to: • Human Resources Code§42.043, VTCA; • Education Code§§38.001-38.002, VTCA; • Health and Safety Code§§12.032, 81.023 and 161.001-161.009,VTCA; • 25 TAC Chapter 97; 25 TAC, Chapter 96; • 25 TAC, Chapter 100; •42 USG §§247b and 300 as-25; Omnibus Budget Reconciliation Act of 1993, 26 USC §49806; and Senate Bill 346. Contractor shall comply with current applicable state and federal standards, policies and guidelines, including but not limited to DSHS's Standards for Public Health Clinic Services, revised August 31, 2004 (located at http://www.dshs.state.tx.uslgmb/default.shtm##public). Contractor shall be responsible for conducting outreach regarding vaccinations for children (19 through 35 months of age in the Contractor's jurisdiction) included on the list distributed to Contractor by DSHS. Lists are distributed at the start of each quarterly reporting period (September 01, 2013, December 01, 2013, March 01, 2014, June 01, 2014.). Contractor must 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. Contractor shall review monthly grant funding expenditures and salary savings from any grant-paid staff vacancies and revise spending plan to ensure that all funds will be properly expended under this contract before the end of the contract term on August 31, 2014. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Contractor's expenditures on a monthly basis. If expenditures are below what is projected in Contractor's total Program Attachment amount, Contractor'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. Performance Measures: The following performance measure(s)will be used, in part, to assess Contractor's effectiveness in providing the services described in this Program Attachment, without waiving the enforceability of any of the terms of the Contract. Contractor shall: • Investigate and document, in accordance with DSHS Texas Vaccine-Preventable Disease Surveillance Guidelines (located at http://www.dshs.state.tx.uslidcu/investigation/conditions/) and NBS Data Entry Guidelines, at least 90%of suspected reportable vaccine-preventable disease cases within thirty (30) days of notification. • Complete 100%of the follow-up activities, designated by DSHS, for TV1=C provider quality assurance site visits assigned by DSHS. Ship overstocked vaccines and vaccines approaching expiration to alternate providers for immediate use when instructed to do so by the HSR Immunization Program Manager to avoid vaccine waste. • Contact and provide case management to 100% of the number of hepatitis B surface antigen-positive pregnant women identified. • Contact 100% or 300 per FTE (whichever is fewer) families of children who are not up-to-date on their immunizations according to the 1mmTrac-generated list provided to the LHD by DSHS at the beginning of each reporting period. • Perform outreach and education activities targeting adolescents 14 to 18 years of age and their parents via high schools, colleges and universities, Junior Reserve Officer Training Corps (JROTC)and military recruitment centers to satisfy Texas Health and Safety Code Chapter 161, Subsection A, Section 161.0095 requirements • Participate in at least one 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. • Report outreach done, and collaborative efforts made, with the American Indian tribes in the LHD`s jurisdiction. • Review 100% of monthly biological reports, vaccine order forms (when applicable), and temperature logs for accuracy to ensure the vaccine supply is within established maximum stock levels. • Complete 100%of child-care facility and Head Start center assessments, in accordance with the Immunization Population Assessment Manual, as assigned by DSHS. • Complete 100% of public and private school assessments, retrospective surveys, and validation surveys, in accordance with the Immunization Population Assessment Manual, as assigned by DSHS. • Report number of doses administered to underinsured children monthly, as directed by DSHS. Report the number of unduplicated underinsured clients served, as directed by DSHS. Contractor shall utilize the AFIX (Assessment, Feedback, Incentives, and eXchange) methodology, found in the Immunization Quality Assurance Tool Resource Manual, (located at http://www.dshs.state.tx.us/immunizeldocs/QA—site—visit.pdo to conduct quality assurance site-visits for all sub-contracted entities and non-local health department Women, Infant and Children (WIC)clinics. Assessment shall be done using the DSHS Immunization Quality Assurance Site Visit tool provided by DSHS and the Comprehensive Clinic Assessment Software Application (Co-CASA), as specified by the DSHS Program. Contractor shall submit assessment results to the designated DSHS Regional Immunization Program manager within two (2)weeks after completion. Programmatic Reporting Submission Requirements: Contractor is required to complete and submit a LHD ILA Quarterly Report form, utilizing the format provided by the DSHS Program and available at: http://www.dshs,state.tx.us/immunize/providers.shtm Contractors LHD ILA Quarterly Reports should be submitted electronically to dshsimmunizationconfracts @dshs.state.tx.us. See Programmatic Reporting Requirements section for required reports. BILLING INSTRUCTIONS: Contractor shall request payment electronically through the Contract Management and Procurement System (CMPS)with acceptable supporting documentation for reimbursement of the required servicesldeliverabies. Billing will be performed according to CMPS instructions found at the following link http:l/www.dshs.state.tx.us/cmps/. For assistance with CMPS, please email CMPS @dshs.state.tx.us or call 1-855-312-8474. 8. Service Area Nueces County This section intentionally left blank. 10. Procurement method: Non-Competitive Interagency/interlocaf GST-2012-Solicitation-00022 DCPS "GOLIVE" IMMUNIZATION LOCALS PROPOSAL 11. Renewals: Number of Renewals Remaining: 0 Date Renewals Expire: 08/31/2014 12. Payment Method: Cost Reimbursement 13. Source of Funds: 93.268, 93.268, 93.268, 93.268, 93.268, 93.268, STATE 14. DUNS Number: 069457786 15. Proarammatic Renortina Reauirements: Report Name Frequency Period Begin Period End Due Date LHD ILA Quarterly Quarterly ,09101/2013 11130/2013 12/3012013 Report LHD ILA Quarterly Quarterly 92/01/2013 02/28/2014 03/3112014 Report LHD ILA Quarterly Quarterly 03/01/2014 05/30/2014 06/30/2094 Report LHD ILA Quarterly Quarterly 06/0112014 08/31120/4 09/30/2014 Report 16. Special Provisions General Provisions, ARTICLE II SERVICES, Section 2.02 Disaster Services, is revised to include the following: In the event of a local, state, or federal emergency the Contractor has the authority to utilize approximately 5% of staff's time supporting this Program Attachment for response efforts, as pre-approved in writing by DSHS. DSHS shall reimburse Contractor up to 5% of this Program Attachment funded by Center for Disease Control and Prevention (CDC) for personnel costs responding to an emergency event. Contractor shall maintain records to document the time spent on response efforts for auditing purposes. Allowable activities also include participation of drills and exercises in the pre-event time period. Contractor shall notify the Assigned Contract Manager in writing when this provision is implemented. General Provision, ARTICLE Ill. FUNDING, Section 3.03 Use of Funds Section, is revised to include: • Funds shall not be used for purchase of vaccines, inpatient care, construction of facilities, or debt retirement. • Travel expenses shall be reimbursed according to Contractor's written travel policy, as submitted and approved with Contractor's FY2014 Application for Immunization Funds. If no written travel policy was submitted, or if the submitted policy is not approved by DSHS, travel expenses shall be reimbursed according to current State of Texas Travel Policy at http://online.dshs.state.tx.usitrave[offce.aspx For immunization activities performed under this Program Attachment, General Provisions, ARTICLE Xli. General Business Operations of Contractor, Section 12.06 Overtime Compensation, is replaced with the following paragraphs: Contractor is authorized to pay employees who are not exempt under the Fair Labor Standards Act (FLSA), 29 USC, Chapter 8, §201 et seq., for overtime or compensatory time at the rate of time and one-half per FLSA. • Contractor is authorized to pay employees who are exempt under FLSA on a straight time basis for work performed on a holiday or for regular compensatory time hours when the taking of regular compensatory time off would be disruptive to normal business operations. • Authorization for payment under this provision is limited to work directly related to immunization activities and shall be in accordance with the amount budgeted in this contract Attachment. Contractor shall document proper authorization or approval for any work performed by exempt or non-exempt employees in excess of forty(40) hours per workweek, •All revenues directly generated by this Program Attachment or earned as a result of this Program Attachment during the term of this Program Attachment are considered program income; including income generated through Medicaid billings for immunization related clinic services. The Contractor shall use this program income to further the scope of work detailed in this Program Attachment, and must keep documentation to demonstrate such to DSHS's satisfaction. This program income may not be used to take the place of existing local, state, or federal program funds. General Provisions, ARTICLE Xlll, GENERAL TERMS, Section 13.15 Amendment, is amended to include the following: Contractor must 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 Program Attachment. 17. Documents Forming Contract. The Contract consists of the following: a. Contract(this document) 2014-000014-00 b. General Provisions Subrecipient General Provisions c. Attachments Budgets d. Declarations Certification Regarding Lobbying, Fiscal Federal Funding Accountability and Transparency Act(FFATA) Certification e. Exhibits Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: City of Corpus Christi Vendor Identification Number: 97460005741 027 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and i have read and agree to all parts of the contract, including any attachments and addendums. Department of State Health Services Corpus Christi Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1300 West 49th Street Address Address Austin, TX 787-4204 City, State, Zip City, State, Zip Telephone Number Telephone Number E-mail Address E-mail Address Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/S€tbrecipient) ARTICLE I COMPLIANCE AND REPORTING.................... 5 ................................................................... Section 1.01 Compliance with Statutes and Rules. .........................................................................................5 Section 1.02 Compliance with Requirements of Solicitation Document. .....................................................5 Section1.03 Reporting. .....................................................................................................................................5 Section 1.04 Client Financial Eligibility. .........................................................................................................5 Section 1.05 Applicable Contracts Law and Venue for Disputes. .................................................................5 Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. .............................................5 Section 1.07 Statutes and Standards of General Applicability. ....................................................................6 Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts.........................7 Section 1.09 Civil Rights Policies and Complaints. ........................................................................................8 Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. .............................................8 Section 111 Funding Obligation. ....................................................................................................................9 ARTICLE11 SERV ICES.......................................................................................................................I..................9 Section 2.01 Education to Persons in Residential Facilities. .........................................................................9 Section2.02 Disaster Services. .........................................................................................................................9 Section 2.03 Consent to Medical Care of a Minor. .........................................................................................9 Section 2.04 Telennedicine Medical Services. ..................................................................................................9 Section 2.05 Fees for Personal Health Services..............................................................................................10 Section 2.06 Cost Effective Purchasing of Medications. ..............................................................................10 Section 2.07 Services and Information for Persons with Limited English Proficiency...............................10 ARTICLE III FUNDING.........................................................................................................................................10 Section 3.01 Debt to State and Corporate Status. ........................................................................................10 Section 3.02 Application of Payment Due. ....................................................................................................10 Section 3.03 Use of Funds. ..............................................................................................................................10 Section 3.04 Use for Match Prohibited. .........................................................................................................11 Section 3.05 Program Incoue. .......................................................................................................................II Section 3.06 Nonsupplanting. .........................................................................................................................11 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS..........................................................................11 Section 4.01 Payment Methods. .....................................................................................................................1I Section 4.02 Billing Submission. ....................................................................................................................11 Section 4.03 Final Billing Submission. ..........................................................................................................11 Section 4.04 Working Capital Advance. .......................................................................................................12 Section 4.05 Third Party Payors. ...................................................................................................................12 ARTICLE V TERMS AND CONDITIONS OF PAYMENT..............................................................................12 Section5.01 Prompt Payment. .......................................................................................................................12 Section 5.02 Withholding Payments. .............................................................................................................12 Section 5.03 Condition Precedent to Requesting Payment. .........................................................................12 Section5.04 Acceptance as Payment in Full. ................................................................................................13 ARTICLE VI ALLOWABLE COSTS AND AUDIT RE,QUIRE,RE, MENTS...........................................................13 Section 6.01 Allowable Costs. .........................................................................................................................13 Section 6.02 Independent Single or Program-Specific Audit. .....................................................................14 Section 6.03 Submission of Audit. ................................................................................................................14 ARTICLE VII CONFIDENTIALITY...........................................................:.....................................................14 Section 7.01 Maintenance of Confidentiality. ...............................................................................................14 Section 7.02 Department Access to PHI and Other Confidential Information..................................15 General Provisions (Core Subrecipient)2014(July 15,2013) 1 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 7.03 Exchange of Client-Identifying Information.............................................................................15 Section 7.04 Security of Patient or Client Records. .....................................................................................15 Section 7.05 HIVIAIDS Model Workplace Guidelines. ...............................................................................15 ARTICLE VIII RECORDS RETENTION...........................................................................................................15 Section8.01 Retention. ...................................................................................................................................15 ARTICLE IX ACCESS AND INSPECTION.........................................................................................................16 Section 9.01 Access. .........................................................................................................................................16 Sectioni9.02 State Auditor's Office. ...............................................................................................................16 Section 9.03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. .................................................................................................................17 Section10.03 Litigation. ........................................................:..........................................................................17 Section 10.04 Action Against the Contractor. ................................................................................................17 Section 10.05 Insolvency. ..................................................................................................................................17 Section 10.06 Misuse of Funds and Performance Malfeasance. ....................................................................17 Section 10.07 Criminal Activity and Disciplinary Action. .............................................................................18 Section 10.08 Retaliation Prohibited. ..............................................................................................................18 Section10.09 Documentation. ..........................................................................................................................18 ARTICLE XI ASSURANCES AND CERTIFICATIONS....................................................................................18 Section11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinqueucles. ...................................................................................................19 Section 11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited. in connection with this Contract............................................19 Section 11.05 Ineligibility to Receive the Contract. .......................................................................................19 Section11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of Work. .........................................................................................20 ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR..........................I...............I...20 Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .........................................................................................20 Section 12.03 Insurance. ...................................................................................................................................21 Section 12.04 Fidelity Bond. .............................................................................................................................21 Section 12.05 Liabilit Coverage. ....................................................................................................................21 Section12.06 Overtime Compensation. ..........................................................................................................21 Section12.07 Program Site. ........................................................................................................................ Section 12.08 Cost Allocation Plan. .................................................................................................................22 Section12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(IIUBs)..........................................................................22 Section 12.11 Buy Texas. ..................................................................................................................................22 Section 12.12 Contracts with Subreciplennt and Vendor Subcontractors. ....................................................22 Section 12.13 Status of Subcontractors. ..........................................................................................................24 Section 12.14 Incorporation of Terms in Subreeiplent Subcontracts. ..........................................................24 Section 12.15 Independent Contractor. ...........................................................................................................24 Section 12.16 Authority to Bind. ......................................................................................................................24 Section 12.17 Tax Llability.. ..............................................................................................................................24 Section 12.18 Notice of Organizational Change. ............................................................................................24 Section12.19 Quality Management. ................................................................................................................25 Section 12.20 Equipment(Including Controlled Assets). ..............................................................................25 Section12.21 Supplies. ......................................................................................................................................25 General Provisions (Core Subrecipient)2014 (July 15,2013) 2 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 12.22 Changes to Equipment List. .....................................................................................................26 Section 12.23 Property Inventory and Protection of Assets. .........................................................................26 Section 12.24 Bankruptcy. ................................................................................................................................26 Section 12.25 Title to Property. .......................................................................................................................26 Section12.26 Property Acquisitions. ...............................................................................................................26 Section 12.27 Disposition of Property. ............................................................................................................26 Section 12.28 Closeout of Equipment. ................r......................................................................................,.....27 Section 12.29 Assets as Collateral Prohibited. ................................................................................................27 ARTICLE XIII GENERAL TERi17S....................................................................................................................27 Section 13.01 Assignment...................................................................................................................................27 Section 13.02 Lobbying. ....................................................................................................................................27 Section 13.03 Conflict of Interest. ....................................................................................................................27 Section 13.04 Transactions Between Related Parties. ....................................................................................28 Section 13.05 Intellectual Property. .................................................................................................................28 Section 13.06 Otiner Intangible Property. .......................................................................................................29 Section 13.07 Severability and Ambiguity. .....................................................................................................29 Section 13.08 Legal Notice. ...............................................................................................................................29 Section 13.09 Successors. ..................................................................................................................................29 Section 13.10 Headings. ....................................................................................................................................29 Section 13.11 Parties. ........................................................................................................................................29 Section13.12 Survivability of Terms. ..............................................................................................................29 Section 13.13 Direct Operation. .......................................................................................................................30 Section 13.14 Customer Service Information. ................................................................................................30 Section13.15 Amendment. ...............................................................................................................................30 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................30 Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. .....................................30 Section 13.18 Immunit`'Not Waived. ..............................................................................................................31 Section 13.19 Hold Harmless and Indemnification. .......................................................................................31 Section13.20 Waiver. .......................................................................................................................................31 Section 13.21 Electronic and Information Resources Accessibility and Security Standards. ...................31 Section 13.22 Force Majeure. ...........................................................................................................................32 Section13.23 Interim Contracts. .....................................................................................................................32 Section 13.24 Cooperation and Communication. ...........................................................................................32 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE........................32 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................32 Section 14.02 General Remedies and Sanctions. ............................................................................................33 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................34 Section 14.04 Emergency Action. ....................................................................................................................35 ARTICLE XNT CLAIMS AGAINST THE DEPARTMENT.............................................................................35 Section15.01 Breach of Contract Claim. ........................................................................................................35 Section 15.02 Notice. .........................................................................................................................................35 Section 15.03 Sole Remedy. ..............................................................................................................................35 Section 15.04 Condition Precedent to Suit. .....................................................................................................35 Section 15.05 Performance Not Suspended. ...................................................................................................35 ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION...........................................................35 Section 16.01 Expiration of Contract or Program Attachment(s). ...............................................................36 Section 16.02 Effect of Termination. Contract. .............................................................................................36 Section 16.03 Acts Not Constituting Termination. .........................................................................................36 Section 16.04 Termination or Temporary Suspension Without Cause..........................................................36 Section 16.05 Termination For Cause. ............................................................................................................36 General Provisions (Core Subrecipient) 2014(July 15,2013) 3 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/S ubrecipient) Section 16.06 Notice of Termination. ..............................................................................................................39 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................39 Section 17.01 Void Contracts. ..........................................................................................................................39 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. ......................................39 Section17.03 Appeals Rights. ..........................................................................................................................39 ARTICLE XVIII CLOSEOUT...............................................................................................................................39 Section 18.01 Cessation of Services At Closeout. ...........................................................................................39 Section 18.02 Administrative Offset. ...............................................................................................................39 Section 18.03 Deadline for Closeout. ...............................................................................................................39 Section18.04 Payment of Refunds. .................................................................................................................39 Section 18.05 Disallowances and Adjustments. ..............................................................................................40 General Provisions (Core Subrecipient) 2014(July 15,2013) 4 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply,and shall require its subcontractor(s)to comply,with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,rules,and executive orders,as such statutes,regulations, rules,and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,Arles or executive orders,the terns of this Contract will control. Contractor further agrees that,upon notification from DSHS,Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the tern of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s),Contractor shall comply with the requirements,eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract) for the duration of this Contract or any subsequent renewals. Tire Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Patties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other infornation requested by the Department in the format required by DSHS.Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and remedies,and,if appropriate,emergency action;and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial EIigibility. Where applicable,Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,perfornance,interpretation,and any issues that may arise in any dispute between the Parties,this Contract will be governed by,and construed in accordance with,the laws of the State of Texas. In flee event of a dispute between the Parties,venire for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding,Sources. Where applicable,federal statutes and regulations,including federal grant requirements applicable to funding sources,will apply to this Contract. Contractor agrees to comply with applicable laws,executive orders,regulations and policies,as well as Office of Management and Budget(OMB) Circulars(as codified in Title 2 of the Code of Federal Regulations),the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov. Code Chapter 783,and Uniform Giant Management Standards(UGMS),as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Services Division.UGMA and UGMS can be located through web links on the DSHS website at http:/hvww.dslis.state,tx.us/contracts/links.slitnn. Contractor-also shall comply with all applicable federal and state assurances contained in UGMS,Part III, State Uniform Administrative Requirements for Grams and Cooperative Agreements §^.14. If applicable,Contractor shall comply with the Federal awarding agency's Common Rule,and the U.S.Health and Human Services Grants Policy Statement,both of which may be General Provisions(Core Subrecipient) 2014(July 15,2013) 5 located through web links on the DSHS website at http://www.dstis.state.tx.us/contracts/links.slitm. For contracts funded by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies. To the extent applicable to Contractor,Contractor shall comply with the following: a) the following statutes,rules,regulations, and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs, benefits or activities or denial of any aid, care, service or other benefit on the Basis of race,color,national origin,limited English proficiency,sex,sexual orientation(where applicable), disabilities,age,substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC §§2000d et seq.;2)Title IX of the Education Atnendinents of 1972,20 USC§§ 1681- 1683,and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973,29 USC§ 794(a);4)the Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.; 5)Age Discrimination Act of 1975,42 USC §§ 6101-6107;6)Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC§290dd(b)(1); 7)45 CFR Parts 80, 84,86 and 91; 8)U.S. Department of Labor,Equal Employment Opportunity E.O. 11246; 9)Tex. Lab. Code Chapter 21; 10)Food Stamp Act of 1977(7 USC §200 ct seq.; 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12)Drug Abuse Office and Treatment Act of 1972,21 USC §§ 1101 et seq.,relating to drug abuse; 13)Public Health Service Act of 1912,§§523 and 527,42 USC§290dd-2,and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 14)Title VIII of the Civil Rights Act of 1968,42 USC §§ 3601 et seq.,relating to nondiscrimination in housing;and 15)DSHS Policy AA- 5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986,8 USC § 1324a, and Immigration Act of 1990, 8 USC 1101 et seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c) Pro-Children Act of 1994,20 USC§§6081-6084,and the Pro-Children Act of 2001,20 USC §7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC§§289a-1 et seq.,and 6601 (PL 93-348 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-28,which limits the political activity of employees whose employment is funded with federal funds; f) Fair Labor Standards Act,29 USC§§201 et seq.,and the hrtergovernmental Personnel Act of 1970, 42 USC§§4701 ct seq.,as applicable,concerning minimum wage and maximum hours; g) Tex. Gov. Code Chapter-469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex. Lab. Code Chapters 401-406 and 28 Tex.Admin. Code Part 2,regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC§263a,regarding the regulation and certification of clinical laboratories; j) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030,or Title 25 Tex.Admin. Code Chapter 96 regarding safety standards for handling blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC§§2131 et seq.,pertaining to the treatment of laboratory animals; l) environmental standards pursuant to the following: 1)Institution of environmental quality control measures under the National Environmental Policy Act of 1969,42 USC§§4321-4347 and Executive Order 1 1514(35 Fed. Reg. 4247),"Protection and Enhancement of Environmental Quality;"2) General Provisions(Core Subrecipient)2014(July 15,2013) 6 Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3)Protection of wetlands pursuant to Executive Order 11990,42 Fed.Reg. 26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed.Reg.26951 and,if applicable,flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (PL 93-234); 5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC§§ 1451 et seq.; 6)Federal Water Pollution Control Act,33 USC§1251 et seq.;7) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC §§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC§§ 1531 et seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC §§7401 et seq.; 10)Wild and Scenic Rivers Act of 1968 (16 USC§§ 1271 et seq.)related to protecting certain rivers system;and 1 I) Lead-Based Paint Poisoning Prevention Act (42 USC§§4801 et seq.)prohibiting the-use of lead-based paint in residential construction or rehabilitation-, M) Intergovernmental Personnel Act of 1970(42 USC §§4278-4763)regarding personnel inerit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 CFR Part 900, Subpart F); n) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§276a to 276a-7),the Copeland Act(40 U,S.C. §276c and 18 USC § 874),and the Contract Work Flours and Safety Standards Act(40 USC§§ 327-333),regarding labor standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966, §106(16 USC §470),Executive Order 11593,and the Archaeological and Historic Preservation Act of 1974(16 USC§§469a-I et seq.)regarding historic property to the extent necessary to assist DSI-IS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No.A-133,"Audits of States,Local Governments,and Non-Profit Organizations;" i) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC§7104); s) Executive Order,Federal Leadership on Reducing Text Messaging While Driving,October 1,2009,if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies, If this Contract is firnded by a federal grant or cooperative agreement,additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government; and certain additional provisions will apply to such Contractors. a) The following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts; 1) Hold Harmless and Indemnification, Section 13.19; 2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete the word "employees"in the fourth sentence;the remainder of the section applies); 3) Insurance,Section 12.03; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; General Provisions (Core Subrecipient) 2014(July 15,2013) 7 6) Historically Undcrutilized Businesses,Section 12.10(Contractor,however,shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status,Section 3.01; 8) Application of Payment Due, Section 3.02; and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts only). b) The following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex, Gov, Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government; and(3) the set-vices,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex.Health& Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. e) The following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the interlocal Cooperation Act,Tex. Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission(HHSC) Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to— Civil Rights Office Health and Human Services Commission 701 W. 51st St.,Mail Code W206 Austin,Texas 78751 (888)388-6332 or(512)438-4313 TTY Toll-free(877)432-7232 HHSCivilRightsOffice @hlisc,state,tx.us Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,pennits,registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,permit, registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active status all licenses,certifications,permits,registrations and approvals required to perform their duties under this Contract General Provisions (Core Subrecipient) 2014(July 15,2013) 8 and shall prohibit any person who does not hold a current,active required license,certification,permit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation. This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations,.budget cuts,transfer of funds between programs or health and human services agencies,amendment of the Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced fiends. ARTICLE II SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons,Nvho are housed in Department-licensed and/or-funded residential facilities and who are twenty-two (22)years of age or younger,have access to educational services as required by Tex. Educ. Code§ 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code§ 29.012 not later than the third calendar-day after the date a person who is twenty-two (22)years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In the event of a local,state,or federal emergency,including natural,man- made,criminal,terrorist,and/or bioterrorisln events,declared as a state disaster by the Governor,or as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DST-IS in providing services,as appropriate,in the following areas:community evacuation;health and medical assistance; assessment of health and medical needs;health surveillance;medical care personnel;health and medical equipment and supplies;patient evacuation;in-hospital care and hospital facility status; food,drug,and medical device safety;worker health and safety;mental health and substance abuse;public health information; vector control and veterinary services; and victim identification and mortuary services. Contractor shall carry out disaster services in the mamrer most responsive to the needs of the emergency,be cost-effective,and be least intrusive on Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under-this Contract,either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fain. Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex. Fam. Code Chapter 32,federal law supersedes state law. Section 2.04 Telentedicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing telemedicine service must include the following requirements: a) clinical oversight by Contractor'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 licenses; General Provisions (Core Subrecipient)2014(July 15,2013) 9 f) demonstrated competency in the operations of the system by all staff members who are involved in tine 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 Rule§448.911. Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex.Health&Safety Code§ 12.032,DSHS Rule§1.91 covering Fees for Personal Health Services,and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be.accounted for as Program Income in accordance with the DSHS Contractor's Financial Procedure Manual. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible, Section 2.07 Services and Information for Persons with Limited English Proficiency. Contractor 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. Contractor 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. Contractor shall make every effort to avoid use of any persons under the age of eighteen(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. ARTICLE III FUNDING Section 3.01 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 Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor,if a corporation, certifies by execution of this Contract that it is current and will remain cut-rent in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas Iaw(Tex.Tax Code §§ 171.001 et sect.). Contractor, if a corporation,further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term,all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in frill. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. General Provisions(Core Subrecipient) 2014(duly 15,2013) 10 Section 3.04 Use for Match Prohibited. Contractor shall not use funds provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or earned only as a result of a Program Attachment during the terra of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract,Contractor shall use the addition alternative,as provided in UGMS §_.25(g)(2),for the use of program income to further the program objectives of the state or federal statute under which the Program Attachment was made,and Contractor shall spend the program income on the saute Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions,tite Contractor's Financial Procedures Manual located at littp://Avww.dslis.state.tx.us/contracts/cfont.slitm and the provisions of the Program Attaclunent(s). Contractor shall expend program income during the Program Attachment terra and may not carry forward to any succeeding terra. Contractor shall refund program income not expended in the terns in which it is earned to DSHS. DSHS may base future funding levels,in part,upon Contractor'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. Section 3.06 Nonsupplanting. Contractor shall not supplant(Le.,use funds from this Contract to replace or substitute existing funding from other sources that also supports the 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. Contractor shall make a good faith effort to maintain its current level of support. Contractor 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 IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s),the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attachments) and acceptable submission of a request for reimbursement;or 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,as stated in the Program Attachment(s) and acceptable submission of all required documentation,forms and/or reports. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachrnent(s) or permitted tinder the Third Party Payors section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department,Contractor shall submit a reimbursement or payment request as a final close-out bill not later-than sixty(60) calendar days following the end of the term of the Program Attachment for goods received and services rendered during the terra. if necessary to meet this deadline, Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than sixty(60) calendar days following the end of the applicable term will not be paid. Consideration of requests for an exception will be made on a case-by-case basis,subject to the availability of funding,and only for an extenuating circumstance,such as a catastrophic event,natural disaster, or criminal activity that substantially General Provisions(Core Suhrecipient) 2014 (July 15,2013) 11 interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 4.04 Working Capital Advance. If allowed under this Contract,a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify tine need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at httr)://ivww,dslis.state.tx.us/contracts/cfi)tii.stitm. Section 4,05 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided. Third party payors include,but are not limited to,commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract,Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor 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 who are otherwise eligible for Department 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 Department for the deductible; (d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted,in which case the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals 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 Department;and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are rnct,Department will make payment in accordance with the Texas prompt payment law(Tex.Gov.Code Chapter 2251). Contractor shall comply with Tex.Gov.Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance, and all invoices and Contractor's performance are subject to audit or review by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor has not refunded to Department,or if financial status report(s)required by the Department are not submitted by the date(s)due. Department may take repayment(recoup)from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refunds,contract settlements,audit recoveries,and interest earned on such funds before requesting cash payments including any advance payments from Department. General Provisions(Core Subrecipient) 2014(July 15,2013) 12 Section 5.04 Acceptance as Payment in Full. Except as permitted in (lie Fees for Personal Health Services section of the Services Article of these General Provisions or under 25 Tex.Admin. Code§444.413, Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients or participants,and Contractor shall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Allowable Costs. For services satisfactorily performed,and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable tern to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the Rinds to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due datc(s). DSHS may take repayment(recoup)from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles,audit requirements,and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Principles Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS,OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular A-110 (2 (2 CFR,Part 220) A-133 CFR,Part 215)and applicable Federal awarding agency common rule;and UGMS,as applicable Non-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122 (2 CFR,Part A-133 and UGMS A-110 (2 CFR,Part 230) 215)and applicable Federal awarding agency common r-tile For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency common Mule in OMB Circular A-122 Procedures,or (2 CFR Part,230) as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the General Provisions(Core Subrecipient)2014 (July 15,2013) 13 federal or state awarding agency A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at htti)://wwvv.dslis.state.tx.us/contracts/links.shtm. 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. Section 6.02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal funds awarded, Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget (OMB)Circ.No.A-133, the Single Audit Act of 1984,P L 98-502,98 Stat.2327,and the Single Audit Act Amendments of 1996, P L 104-156, 110 Stat. 1396. The$500,000 federal threshold amount includes federal fiends passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded, Contractor must have a single audit or program-specific audit in accordance with UGMS, State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditurc thresholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS,as applicable,for their program-specific audits.The HHSC Office of Inspector General (OIG)will notify Contractor to complete the Single Audit Status Registration Form. If Contractor fails to coruplcte the Single Audit Status Form within thirty(30) calendar days after notification by OIG to do so,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract.Tire audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards,and UGMS,which is accessible through a web link on the DSHS website at http://www.dshs.state.tx.us/contracts/links.slrtm. Contractor shall procure audit services in with this section,state procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contractor is a state governmental entity,shall competitively re-procure independent single audit services at least every six(6)years. Section 6.03 Submission of Audit, Within thirty(30)calendar days of receipt of the audit reports required by the Independent Single or Program-Specific Audit section, Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG,at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O. Box 149347 Conrpliance/Audit,Mail Cade 1326 Austin,Texas 78714-9347 P.O.Box 85200 Austin,Texas 78705-5200 If Contractor 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 Contractor of an audit report,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and client records that contain protected health information(PHI),and any other information that discloses confidential personal information or identifies any client served by DSHS, in accordance with applicable federal and state laws,Arles and regulations, including but not limited to 7 CFR Part 246;42 CFR Part 2;45 General Provisions(Core Subrecipient) 2014 (July 15,2013) 14 CFR Parts 160 and 164(Health Insurance Portability and Accountability Act[HIPAA]);Tex. Health&Safety Code Chapters 12,47, 81, 82, 85, 88,92, 161, 181,241,245,251,534, 576, 577,596,611,and 773; and Tex. Occ. Code Chapters 56 and 159 and all applicable rules and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential information under this Contract,without the consent of the individual to whom.the PHI relates,for funding, payment and administration of the grant program,and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other law,Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR§ 164.504(e)(3)(i)(B),Tex. Health&Safety Code§533.004 and Rule Chapter 414,Subchapter A or other applicable laws or rules, Contractor shall disclose information described in Tex. Health&Safety Code § 614.017(a)(2)relating to special needs offenders,to an agency described in Tex.Health&Safety Code§ 614.017(c)upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department, without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Program Attaclunetrt to this Contract,as applicable,or if care or treatment is transferred to another DSHS- funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care,services,or programs,Contractor shall implement Department's policies based on the HIV/AIDS (human immunodeficiency virus/acquired immunodeficiency syndrome) Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,Policy No. 090.021,and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS,in accordance with the Tex. Health& Safety Code § 85.112-114.A link to the Model Workplace Guidelines can be found at littp://Nvww,dslis,state.tx.tis/ilivstd/)olicy/policies.slitm. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum,Contractor shall retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract,for a period of four(4)years after the termination of this Contract. If services are funded through Medicaid,the federal retention period,if more than four(4)years,will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or ail audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22,Part 9, § 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations,it shall ensure that records relating to this Contract are securely General Provisions(Core Subrecipient) 2014(July 15,2013) 15 stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates,whichever is sooner. Contractor shall provide,and update as necessary,the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE IX ACCESS AND INSPECTION Section 9.01 Access. In addition to any right of access arising by operation of law,Contractor,and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives,as well as duly authorized federal,state or local authorities,including the Comptroller General of the United States,OIG,and the State Auditor's Office(SAO), unrestricted access to and the right to examine any site where business is conducted or client services are performed,and all records (including financial records,client and patient records,if any,and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract; and the right to interview members of Contractor's governing body,staff,volunteers,participants and clients concerning the Contract,Contractor's business and client services. If deemed necessary by the Department or the OIG,for the purpose of investigation or hearing,Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment,and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department information collected,assembled or maintained by Contractor relative to this Contract for the Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall,upon request,make all records,books,papers, documents,or recordings related to this Contract available for inspection,audit,or reproduction during normal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of finds under this Contract acts as acceptance of the authority of the SAO,or any successor agency,to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation,including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract funds disbursed by Contractor to its subcontractors,and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Ally deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site(s)will be conveyed in writing to Contractor. Contractor shall submit,by the date prescribed by DSHS,a resolution to the deficiency identified in a site inspection,program or management review or financial audit to the satisfaction of DSHS or,if directed by DSHS,a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions. General Provisions(Core Subrecipient)2014(July 15,2013) 16 ARTICLE X NOTICE REQUIREMENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases(HIV/STD); Family Planning(Titles V,X and XX);Primary Health Care;Maternal and Child Health;and Women,Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex. Fain. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting,and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department located at www.dslrs.state.tx.tus/childabusere ortin . Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities,Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the health,safety or welfare of Department-funded clients or participants within seventy-two(72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not limited to an action,suit or proceeding before any court or governnnental body,including environmental and civil rights matters,professional liability, and employee litigation. Notification must include the names of the parties,nature of the litigation and remedy sought,including amount of damages,if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within three(3)working days of the suspension or termination. Such notification must include the reason for such action; the name and contact inforniation of the local,state or federal department or agency or entity; the date of the contract;and the contract or case reference number. If Contractor,as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity, it shall disclose this information within three(3)working days of the surrender,suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the license action;and a license or case reference number. Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency, incapacity,or outstanding unpaid obligations to the Internal Revenue Service(IRS)or Texas Workforce Commission(TWC)within three(3)working days of tine date of determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3)working days of such action by Contractor's governing body. Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,unlawful activity,or violation of financial laws,rules,policies,and procedures related to performance tinder this Contract. Contractor shall make such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. General Provisions(Core Subrecipient) 2014 (July 15,2013) 17 Additionally,if this Contract is federally funded by the Department of Health and Human Services(HHS), Contractor shall report any credible evidence that a principal, employee,subcontractor or agent of Contractor, or any other person,has submitted a false claim Under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct involving those funds. Contractor shall make this report to the SAO at ltttu://sao.fraud.state.tx.us,and to the HHS Office of Inspector General at littp://ivwNv.oi .Ig ihs.gov/fraticl/hotline/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision,received deferred adjudication,is presently indicted for or has been convicted of a criminal offense related to any financial matter, federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor,or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization,an employee or volunteer of Contractor, or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed on community supervision,received deferred adjudication,or been indicted for or convicted of a criminal offense relating to involvement in any financial matter,federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who engaged,or was alleged to have engaged,in an activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSHS. Section 10.08 Retaliation Prolhibited. Contractor shall not retaliate against any person who reports a violation of,or cooperates with an investigation regarding,any applicable law,rule,regulation or standard to the Department,another state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180(parts A-I),45 CFR Part 76 (or comparable federal regulations); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; General Provisions(Core Subrecipient) 2014(July 15,2013) 18 g) neither it,nor its principals have within the thrce(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain,or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-rigging),or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records,malting false statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; 11) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal,state or local)with the commission of any of the offenses enumerated in subsection g)of this section; and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article,without modification(except as required to make applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract,Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by Tex. )~am. Code§ 231.006,a child support obligor who is more than thirty(30)calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner,shareholder,or owner with an ownership interest of at least twenty-five percent (25%)is not eligible to receive payments from state fluids under a contract to provide property,materials,or services or receive a skate-funded grant or loan. If applicable,Contractor shall maintain its eligibility to receive payments under this Contract,certifies that it is not ineligible to receive the payments specified in this Contract, and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 11,03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization tinder this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or future employment,gift, loan, gratuity,special discount,trip, favor,service or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 11.05 ineligibility to Receive the Contract. (a)Pursuant to Tex. Gov. Code§ 2155.004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements,statement(s)of work or Solicitation Document on which this Contract is based, Contractor certifies that neither Contractor,nor its employees,nor anyone acting for Contractor has received compensation from DS14S for participation in the development,drafting or preparation of specifications, General Provisions(Core Subrecipient) 2014 (July 15,2013) 19 requirements or statenient(s)of work for this Contract or in the Solicitation Document on which this Contract is based; (b)pursuant to Tex. Gov. Code§§2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law,or been assessed a federal civil or administrative penalty,in connection with a contract awarded by the federal government for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,2005; (c) Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Tex, Gov. Code§§2155.004,2155.006 or 2261.053,and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 11.06 Antitrust. Pursuant to 15 USC§ 1,et seq. and Tex.Bus. &Comm.Code§ 15.01,et seq. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. Section 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations,including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state laws and regulations;and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further,Contractor's governing body shall ensure separation of powers,duties,and functions of governing body members and staff. Staff members,including the executive director,shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence the employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573)to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two(2) years prior to the election,appointment or employment of the officer,employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body,officers and employees of Contr'actor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual,and any of its subsequent amendments,which is available at the Department's web site: ht.tp-//xvww.(Islis.state,tx.us/coiitracts/cfpiii.slitni. Contractor shall maintain an appropriate contract administration system to ensure that all terms,conditions,and specifications are met during the term of the contract through the completion of the closeout procedures. Contractor shall develop,implement,and maintain financial management and control systems that meet or exceed the General Provisions(Core Subrecipient) 2014 (July 15,2013) 20 requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include,at a minimum,the following: a) financial planning, including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to the general ledger;and c) effective internal and budgetary controls;comparison of actual costs to budget;determination of reasonableness,allowableness,and allocability of costs; timely and appropriate audits and resolution of any findings;billing and collection policies;and a mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost,stolen,damaged or destroyed. If any insured equipment purchased with DSHS fiends is lost,stolen,damaged or destroyed,Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS. Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract tip to$100,000 that covers each employee of Contractor handling funds under this Contract,including person(s)authorizing}payment of such funds. The fidelity bond or insurance must provide for indemnification of losses occasioned by(1) any fraudulent or dishonest act or acts committed by any of Contractor's employees,either individually or in concert with others,and/or(2)failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval front,the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 12.05 Liability Coverage. For the benefit of DSHS,Contractor shall at all tines maintain liability insurance coverage, referred to in Tex. Gov. Code §2261.102,as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible persons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act;for-profit corporations organized under the Texas Business Corporations Act;and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section,Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion General Provisions(Core Subrecipient) 2014 (July 15,2013) 21 of overtime only under the following conditions: 1) with the prior written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck;3)when employees are performing indirect functions,such as administration,maintenance,or accounting;4)in performance of tests, laboratory procedures,or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed; or 5)when lower overall cost to DSHS will result. Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local, state and federal zoning,building,health,fire,and safety standards. Section 12.08 Cost Allocation Platt. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O.Box 149347,Austin,Texas 78714-9347,or by email to mailto:coscapLcDdshs.state.tx,us no later than the 600'calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation.Plan on file with the Department. Contractor shall implement and follow fire applicable Cost Allocation Plan. If Contractor's plan is the same as the plan previously submitted to DSHS,by signing this Contract,Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted. If the Cost Allocation Plan changes during the Contract term,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30) calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at littt)://tixww.dslis.state.tx.us/coiitracts/efyin.shttii. Section 12.09 No Endorsement, Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS,and from using the Department's name, logo or website link in any manner that is intended,or that could be perceived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program,services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses(HUBS). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment,Contractor is encouraged to make a good faith effort to consider subcontracting with HUBs in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex,Admin. Code§ 20.10 et seq. Contractors may obtain a list of HUBs at littp://www.wiiidow.state.tx.us/procurement/prog/lttib. If Contractor has fled a HUB subcontracting plan,the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBs during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for the prior month's activity, if there was any such activity, in accordance with 34 Tex. Admin. Code§ 20.16(b). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and tithe comparable to products and materials produced outside of Texas as required by Tex. Gov. Code§2155.4441. Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000, Contractor shall obtain written approval from DSHS. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS. Contractor shall ensure that General Provisions(Core Subrecipient) 2014(July 15,2013) 22 subcontractors are fully aware of the requirements placed upon them by state/federal statutes,rules,and regulations and by the provisions of this Contract. Contracts with all subcontractors,whether vendor or subrecipient,must be in'writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN) or Employee Identification Number(EIN); b) a detailed description of the services to be provided; c) measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable termination clause; and e) beginning and ending dates that coincide'vith the dates of the applicable Program Attachment(s) or that cover a term within the beginning and ending dates of the applicable Program Attachment(s). Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall not contract with a subcontractor,at any tier,that is debarred,suspended,or excluded from or ineligible for participation in federal assistance programs;or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section (Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related Parties sections(General Terms Article), General Provisions(Core Subrecipient) 2014(July 15,2013) 23 Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements;have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three(3)years any license issued by the Department. Section 12.14 Incorporation of Terms in Subreeipient Subcontracts. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts,without modification (except as required to make applicable to the subcontractor),(1)the certifications stated in the Assurances and Certifications Article; (2)the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article; and(3)a provision granting to DSHS, SAO, OIG,and the Comptroller General of the United States,and any of their representatives, the right of access to inspect the work and the premises on which any work is performed,and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions.Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attaclrrnent(s)applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 12.13 or any of the certifications stated in the Assurances and Certifications Article,Contractor-shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12.13 or the assurances stated in the Assurances and Certifications Article changes during the term of this Contract, Contractor shall immediately notify the contract manager-assigned to the Program Attachment. Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the perforniance of its employees,subcontractors,joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract,Contractor acknowledges that its employees,subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS,this Contract will be subject to remedies and sanctions under this Contract,including immediate termination at the Department's discretion, If the Contract is terminated under this section, the Department will not enter into a contract with Contractor for three(3)years from the elate of termination. Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within ten(10)business days of any change to the Contractor's name; contact information;key personnel,officer,director or partner;organizational structure,such as merger, acquisition or change in form of business;legal standing;or authority to do business in Texas.A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions. General Provisions(Core Subrecipient) 2014(July 15,2013) 24 Section 12,19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.20 Equipment. Equipment means an article of uonexpendable,tangible personal property having a useful lifetime of more than one year and an acquisition cost of$5,000 or more. Contractors shall inventory all equipment,and report the inventory on the Contractors Property Inventory Form or Form GC-1 I as required under Section 12,23Contractor shall initiate the purchase of all equipment approved in writing by DSHS, in the first quarter of the Contract or Program Attachment 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 of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies,drugs,janitorial supplies, office supplies,patient educational supplies,software,and any items of tangible personal property other than those defined as equipment above. Tangible personal property includes controlled assets,including firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than$5,000: desktop and laptop computers(including notebooks,tablets and similar devices),non-portable printers and copiers,emergency management equipment,communication devices and systems,medical and laboratory equipment,and media equipment are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required,but such purchases must be reported on the Contractors Property Inventory Form or Form GC-11 as detailed under Section 12.23. General Provisions(Core Subrecipient)2014(July 15,2013) 25 Section 12,22 Changes to Equipment List. All items of equipment to be_purchascd with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract, Any changes to the approved equipment Iist in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attachment,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved,Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request,as appropriate;or,in the case of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12,23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment,supplies defined as controlled assets,and property described in the Other Intangible Property section of Article XIII and submit an annual cumulative report of the equipment and other property on Form GC-11 (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 15"`of each year. The report is located on the DSHS website at httpWwww.dslis.state.tx.us/contracts/fornis.slitin. Contractor shall maintain,repair,and protect assets under this Contract to assure their full availability and usefulness.If Contractor is indemnified,reimbursed, or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract,Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy,Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy,and title must revert to Department. If directed by DSHS,Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any,contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment,and supplies in possession of the subcontractor from the bankruptcy, and title must revert to Department,who may require that the property,equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor,for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department, The Department may,at its option and to the extent allowed by law,transfer the reversionary interest to such property to Contractor. Section 12.26 Property Acquisitions. Department fiends must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's(AI-IA's)"Estimated Useful Lives of Depreciable Hospital Assets"in disposing,at any time during or after the Contract term,of equipment purchased with the Department fiends,except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state,or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requirements of UGMS. If,prior to the end of the useful life,any,item of equipment is no longer needed to perform services under this Contract,or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than$5,000,Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an item reaches the end of its useful life,Contractor shall General Provisions(Core Subrecipient) 2014(July 15,2013) 26 ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12.28 Closeout of Equipment. At the end of the term of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated,Contractor shall submit to the contract manager assigned to the Program Attachment,all inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department funds must be secured by Contractor at the time of Closeout or termination of the Program Attachment and must be disposed of according to the Department's disposition instructions,which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor,at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XII I GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign, or sell its interest,in whole or in part,in this Contract,or in any equipment purchased with funds from this Contract,without the prior written consent of the Department. Section 13.02 Lobbying. Contractor shall comply with Tex. Gov. Code§ 556:0055,which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further, Contractor shall not use funds paid under this Contract,either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of government,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state Iegislature,or for influencing or attempting to influence an officer or employee of any federal or state 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 contract or the extension, continuation,renewal,amendment,or modification of any contract(31 USC§ 1352 and UGMS), If at any time this Contract exceeds$100,000 of federal funds,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a certification that none of the funds provided by Department have been or will be used for payment to lobbyists,and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. Contractor shall file the declaration,certification,and disclosure at the time of application for this Contract;upon execution of this Contract unless Contractor previously filed a declaration,certification, or disclosure fortin in connection with the award;and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration,certification,or- disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager assigned to the Program Attachment. Contractor shall also comply,as applicable,with the lobbying restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;2 CFR Part 225 (A-87)Appendix B section 24; 2 CFR§215.27(A-110)and 2 CFR Part 220(A-21)Appendix A,subsection J.17 and J.28. Contractor shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its -subcontractors, if any,do not have nor shall Contractor or its subcontractors knowingly acquire or retain,any financial or other General Provisions(Core Subrecipient)2014 (July 15,2013) 27 interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include,but are not limited to,an existing or potential business or personal relationship between Contractor(or subcontractor),its principal(or a member of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC, their commissioners or employees,or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. If,at any tune during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest,Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10)days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten(10)days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attachment the name,address and telephone number of the related party,how the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage,common. ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor,for purposes of reporting transactions between related parties, includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal Iaw,regulations or circulars,which may include 45 CFR part 74,OMB Circ.No.A-110,2 CFR§215.42,and UGMS. Section 13.05 Intellectual Property. Tex. Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. a) "Intellectual property"means created property that maybe protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"work made for hire." DSHS owns works made for hire unless it agrees otherlvise by contact. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire,Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter,and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas,as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,or otherwise use,and to authorize others to use,for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract;and(2)any rights of copyright to which a Contractor purchases ownership with contact funds. Contractor shall place an acknowledgment of federal awarding agency grant General Provisions(Core Subrecipient)2014(July 15,2013) 28 support and a disclaimer,as appropriate,oil any publication written or published with such support and,if feasible,on any publication reporting the results of or describing a grant-supported activity. An acknowledgement must be to the effect that"This publication was made possible by grant number from(federal awarding agency)"or"Tile project described was supported by grant nurnnber from(federal awarding„agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awarding agency)." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and it-revocable license to reproduce,publish or otherwise use,and to authorize others to use,for DSHS,public health,and state governmental noncommercial purposes(1) the copyright,trademark,service mark,and/or patent on all invention,discovery,or improvement to any process,machine,manufacture,or composition of matter;products;technology; scientific information;trade secrets;and computer software,in any work developed under a grant,subgrant,or contract under a grant or subgrant;and(2)any rights of copyright,service or trade marks or patents to which a grantee,subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract perfornnance are subject to copyright law, Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,URLs, software licenses with a value of$500 or more,etc. Contractor shall inventory all such non-copyrightable intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid,the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted,proposed and accepted, Section 13.05 Legal Notice. Any notice required or pennnitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to tine Party at the address specified by the Party to the other Party in writing or,if sent by certified mail,on the date of receipt. Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other that they are entities fully familiar with transactions of the kind reflected by the contract documents,and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that(a)the General Provisions(Core Subrecipient) 2014(July 15,2013) 29 Parties have expressly agreed will survive any such termination or expiration,or(b)remain to be performed or (c)by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion,the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13.14 Customer Service Information. if requested,Contractor shall supply such information as required by the Department to comply with the provisions of Tex. Gov. Code Chapter 2114 regarding Customer Service surveys, Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties,except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment; and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment term,as applicable, Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS, Except as otherwise provided in this Article, Contractor shall not perform or produce, and DSHS will not pay for the performance or production of,different or additional goods,services,work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any term,covenant,or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a) contractor's contact person and contact information; h) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; c) cumulative budget transfers that exceed 25%among direct cost categories,other than the equipment category,of cost reimbursement contract Program Attachments of less than$100,000,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or perfonnance measures;and C) a change in Contractor's share of the budget concerning non-DSHS funding other than program income and match,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten(10)calendar days shall notify in writing the contract manager-assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification may be by letter,fax or cmail. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or less among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be General Provisions(Core Subrecipient) 2014 (July 15,2013) 30 made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories,other than the equipment category,that exceed 25%of Program Attachments of$100,000 or more,provided that the total budget amount is unchanged(This subsection does riot apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget; e) changes in the equipment category of a previously approved equipment budget; f) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g.,foreign travel expenses,overtime premiums,membership fees;and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from. or to the equipment category that equal or exceed 10%of any Program Attachment require an amendment to this Contract as described in the Amendment section of this Article). In order to request a revision of any of the enumerated provisions,Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indernnifieation. Contractor,as an independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers,and the federal government harmless and to indemnify therm from any and all liability,suits, claims, losses,damages and judgments;and to pay all costs,fees,and damages to the extent that such costs,fees,and damages arise from performance or nonperformance of Contractor, its employees,subcontractors,joint venture participants or agents under this Contract. Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,non-action or default under this Contract will riot constitute a waiver of either Party's rights under this Contract. Section 13.21 Electronic and Information Resources Accessibility and Security Standards. As required by I Tex.Admin.Code Chapters 213 and 206,as a state agency,DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in I Tex. Admin. Code Chapter 213 and Website Accessibility Standards/Specifications specified in 1 Tex. Admin. Code Chapter 206(collectively EiR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance under this Contract includes the development,modification or maintenance of a Website or other electronic and information resources for DSHS or for the public on behalf of DSHS,Contractor certifies that the Website or other electronic and information resources comply with the EIR Standards. Contractor fiirther certifies that any network hardware or software purchased or provided under this Contract has undergone independent General Provisions(Core Subrecipient) 2014 (July 15,2013) 31 certification testing for known and relevant vulnerabilities,in accordance with rules adopted by Department of hrformation Resources. Section 13.22 Force Majenre. Neither Party will be liable for any failure or delay in performing all or some of its obligations,as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party, including,but not limited to,extraordinarily severe weather,strikes,natural disasters,fire,civil disturbance,epidemic,war,court order,or acts of God. The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and,if applicable,for any reasonable period of time thereafter . required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.)and,as soon as practicable,must submit written notice with proof of receipt,of the existence of a force maj eure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as all"Interim Contract"beyond the expiration date of the terns of the Contract or Program Attachment(s),as applicable,under the following circumstances: (1) on or shortly prior to the expiration date of the Contract or Program Attachment,there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment; and(2) DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services(with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract,or both. The notice will include billing instructions and detailed information on how DSHS will fiend the goods or services to be procured during the Interim Contract teen. The Interim Contract will terminate thirty(30)days after the disaster declaration is terminated unless the Parties agree to a shorter period of tithe. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Department staff and,as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include,but are not limited to,the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract,including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; e) failure by Contractor to provide a full accounting of funds expended under this Contract; f) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) any misrepresentation in tine assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or General Provisions (Core Subrecipient) 2014 (July 15,2013) 32 h) Contractor is on or is added to the Excluded Parties List Systern(EPLS). Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods, HHSC OIG may investigate,audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terns of this Contract. Tile listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute,rule or regulation,or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline can be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract,including but not limited to compliance with applicable statutes,rules or regulations,the Department may take one or more of the following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inform Contractor of the termination no less than thirty(30) calendar days before the effective date of the termination in a notice of termination, except for circumstances that require immediate termination as described in the Emergency Action section of this Article. Tile notice of termination will state the effective date of the termination,the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not snake any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily(1) discontinue performance of all or part of the Contract, and/or (2)discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension,pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance and/or incur allowable expenses. Contractor shall not bill DSHS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c) deny additional or future contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service,3)expend finids appropriately and at a rate that will make full use of the award,or 4)achieve local match,if required; e) disallow costs and credit for snatching funds, if any, for all or part of the activities or action not in compliance; f) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance,if applicable,or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed by Contractor for(1)unallowable,undocumented,disputed, inaccurate,improper,or erroneous billings; (2)material failure to comply with Contract provisions; or (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained General Provisions(Core Subrecipient)2014 (July 15,2013) 33 fraudulently or upon the Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any funds paid under this Contract; 1) request that Contractor be removed from the Centralized Master Bidders List(CMBL)or any other state bid list,and barred from participating in future contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor on probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six(6)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor. Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely be conducted; 1) require Contractor to obtain technical or managerial assistance; rn) establish additional prior approvals for expenditure of funds by Contractor; n) require additional or more detailed,financial and/or programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e.g., because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices,or failure to comply with Contract terms; p) pursue a claim for damages as a result of breach of contract; q) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participants,or require removal of any employee,volunteer,officer or governing body member,if the employee,volunteer,officer or member of the governing body has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; r) withhold any payments to Contractor to satisfy any recoupment, liquidated damages,match insufficiency,or any penalty(if the penalty is permitted by statute) imposed by DSHS,and take repayment from funds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; s) reduce the Contract tern; t) recoup improper payments when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices or failure to comply with Contract terns; u) assess liquidated damages; v) demand repayment of an amount equal to the amount of any match Contractor failed to provide,as determined by DSHS; w) impose other remedies,sanctions or penalties permitted by statute. Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced),stating the nature of the remedies and sanction(s), the reasons for imposing them, the corrective actions,if any, that must be taken before the actions will be removed and the tinge allowed for completing the corrective actions,and the method, if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment,Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan) or demonstrate in writing that the findings on which the remedies or sanction(s) are based are either invalid or do not warrant the remedies or sanction(s). If Department determines that a remedy or sanction is warranted,unless the remedy or sanction is subject to review under-a federal or state statute, regulation,rule,or guideline,Department's decision is final. Department will provide written notice to General Provisions (Core Subrecipient)2014(July 15,2013) 34 Contractor of Department's decision. If required by the Department,Contractor shall submit a corrective action plan for DSHS approval and tape corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter,and if recouprment is available,DSHS will recoup the amount due to DSHS from ftmds otherwise due to Contractor under this Contract. Section 14.04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny future contract awards, or delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action, An"emergency"is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health,welfare or safety. The direct adverse effect may be programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures;or b) Contractor is expending finds inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules §§ 4.11- 4.24 will be used by DSHS and Contactor to attempt to resolve any breach of contract claim against DSHS. Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex. Gov Code Chapter 2260,subchapter B. To initiate the process,Contractor shall submit written notice,as required by subchapter B, to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260,subchapter B,are being invoked. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260,subchapter C. Section 15.03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter 2260, subchapter C,is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex, Gov. Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ. Prac. &Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit, Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor,in whole or in part, ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION General Provisions(Core Subrecipient)2014(July 15,2013) 35 Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terris section of the General Terms Article,Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments,all or a part of this Contract may be terminated with or without cause under this Article. Section 16.02 Effect of Termination, Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary reiinquishrnent by Contractor of the authority to obligate previously awarded funds. Contractor's costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination.. Upon termination of this Contract or Program Attachment, as applicable,Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment,as applicable,to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract,Department and Contractor will be discharged from any further obligation created under the applicable terms of this Contract or the Program Attachment,as applicable,except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS,and except as provided in the Survivability of Teems section of the General Terms Article. Termination does not,however.,constitute a waiver of any remedies for breach of this Contract. In addition Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's(1) withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period; (2)withdrawal of the unobligated balance at the expiration of the term of a program attachment; (3) refusal to extend a program attachment or award additional funds to make a competing or noncompeting continuation,renewal,extension,or supplemental award; (4)non-renewal of a contract or program attachment at Department's sole discretion;or(5)voiding of a contract upon determination that the award was obtained fraudulently,or was otherwise illegal or invalid from inception. Section 16.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the other Party,except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services,Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if fiends become unavailable through lack of appropriations,budget cuts,transfer of fiords between programs or health and human services agencies,amendments to the Appropriations Act,health and Truman services consolidations,or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension. Upon notification of temporary suspension,Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of the suspension. d) Department may terminate this Contract or a Program Attachment immediately when,in the sole determination of Department,termination is in the best interest of the State of Texas. Section 16,05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30)calendar days written notice to the other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other-conduct that jeopardizes the Contract objectives,by General Provisions(Core Subrecipient) 2014(July 15,2013) 36 giving at'least thirty(30)calendar days written notice to Contractor. Such conduct may include one or more of the following: a) Contractor has failed to adhere to any laws,ordinances,rules,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform render this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statement(s)of work or Solicitation Document on which this Contract is based in violation of Tex. Gov. Code§ 2155.004; or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code§§2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) if judgment for the payment of money in excess of$50,000(that is not covered by insurance)is rendered by any court or governmental body against Contractor,and Contractor does not(a) discharge the judgment,or(b)provide for its discharge in accordance with its terms,or(c)procure a stay of execution within thirty(30)calendar days from the date of entry of the judgment, or(d)if the execution is stayed,within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed,appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization,arrangement,insolvency,readjustment of debt,dissolution, receivership or liquidation law of any jurisdiction then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization,arrangement, insolvency, readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30) calendar days;or- 10) Contractor consents to the appointment of a receiver, trustee,or liquidator of Contractor or of all or any part of its property; General Provisions(Core Subrecipient) 2014(July 15,2013) 37 h) Contractor's management system does not meet the UGMS management standards, or i) Any required license,certification,permit,registration or approval required to conduct Contractor's business or to perform services under this Contract is not obtained or is revoked,is surrendered, expires, is not renewed,is inactivated or is suspended. General Provisions (Core Subrecipient)2014(July 15,2013) 38 Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period, ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void,or is suspended,or is terminated for cause is not eligible for expansion of current contracts,if any,or new contracts or renewals until, in the case of suspension or termination,the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally, if this Contract is found to be.void, any amount paid is subject to repayment. Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code§ 2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant fiords, Contractor may request an administrative hearing under Tex. Gov.Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment)on its own terms,Contractor shall cease services under this Contract or Program Attachment;and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary,to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers,as needed, Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after tcrrnination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachment is tenninated or has expired. Upon termination,expiration(with no renewal)or non- renewal of this Contract or a Program Attachment, Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18.03 Deadline for Closeout. Contractor shall submit all financial,performance,and other Closeout reports required under this Contract within sixty(60)calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article,the Department is not liable for any claims that are not received within sixty (60)calendar days after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result in a refund due,which Contractor shall pay within the time period established by the Department. General Provisions(Core Subrecipient)2014 (July 15,2013) 39 Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attaclvnent does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds,corrections,or other transactions. General Provisions(Core Subrecipient)2014 (July 15,2013) 40 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2014-001139-00 This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Corpus Christi Public Health District (Contractor), a Governmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2. Total Amount: The total amount of this Contract is $166,825.00. 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4.Terre of the Contract: This Contract begins on 09/01/2013 and ends on 0813112014. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. S.Authority: DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Program Name: CPS/LRN-PHEP CPS-LABORATORY RESPONSE NETWORK-PREP 7. Statement of Work: Contractor shall perform activities in support of the Centers for Disease Control and Prevention (CDC) Cooperative Agreement Work Plan for Public Health Emergency Preparedness (Funding Opportunity CDC-RFA-TP12-120102CONT13). CDC's Public Health Emergency Preparedness Cooperative Agreement is designed to upgrade and integrate state and local public health jurisdictions' preparedness for and response to bioterrorism, outbreaks of infectious disease, and other public health threats and emergencies. The existence of any one of these conditions constitutes an "incident". Contractor shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8. "Service Area" of this contract. Contractor shall conduct activities at the local level as stated in the Fiscal Year(FY) 2014 Public Health Emergency Preparedness Workplan for Laboratory Response Network(LRN) Laboratories. Contractor shall: A) Maintain a confirmatory bioterrorism testing laboratory with a staff trained and proficient in CDCs LRN biothreat protocols; B)Test samples from identified service area for biothreat agents and toxins. Once biological agent is identified, Contractor shall be prepared to test for other infectious agents and for other public health threats and emergencies; C)Test food samples for select biological agents using conventional and advanced bacteriological techniques and CDC-LRN protocols; D) Maintain extensive collaboration with local law enforcement, hazardous material and other emergency responders. In addition, Contractor shall prepare Standard Operating Procedures and Standard Operating Guidelines (SOPs/SOGs)covering interaction with these agencies in the event of an emergency or incident; E) Upon request provide copies of all new or revised SOPs/SOGs related to preparedness to DSHS with quarterly report; F) Utilize DSHS's provided Public Health Laboratory Information Management System (PHLIMS)for reporting biothreat testing and results. This reporting shall include sample and laboratory data as well as the final report; G) Prepare current information during an incident; and H) Provide LRN surge capability plan. Contractor's laboratory microbiologist shall be responsible for training other Contractor laboratory staff in setting up and performing all diagnostic and reference testing for select biological agents; monitoring and evaluating biothreat incidents, outbreaks of infectious disease and other public health threats and emergencies; communicating with all other laboratories within the service area as defined by DSHS; and interacting with DSHS and CDC. Contractor shall comply with all applicable federal and state laws, rules, and regulations including, but not limited to, the following: • Public Law 107-188, Public Health Security and Bioterrorism Preparedness and Response Act of 2002; • Public Law 109-417, Pandemic and All-Hazards Preparedness Act of 2006; and • Chapter 81, Texas Health and Safety Code. Contractor shall comply with all applicable regulations, standards and guidelines in effect on the beginning date of this Program Attachment. The following documents are incorporated by reference and made a part of this Program Attachment: • Contractors Financial Procedures Manual dated September 1, 2012 or latest version located at: http//www.dshs.state.tx.us/contracts/cfpm.shtm; • Centers for Disease Control and Prevention (CDC) Guidance for Public Health Emergency Preparedness (http://www,cdc.gov/phprlcapabilities/index.htm); • FY 2014 Public Health Emergency Preparedness Workplan for Laboratory Response Network (LRN) Laboratories; • Contractor's FY 2014 Applicant Information and Budget Detail; and • CDCs Local Emergency Preparedness and Response Inventory, The CDC LRN-PHEP Budget Period 2 (July 1, 2013 through June 30, 2014)funds awarded herewith must be matched by costs or third party contributions that are not paid by the Federal Government under another award, except where authorized by Federal statute to be used for cost sharing or matching. The non-federal contributions (match) may be provided directly or through donations from public or private entities and may be in cash or in-kind donations, fairly evaluated, including plant, equipment, or services. The costs that the contractor incurs in fulfilling its matching or cost-sharing requirement are subject to the same requirements, including the cost principles, that are applicable to the use of Federal funds, including prior approval requirements and other rules for allowable costs as described in 45 CFR 74.23 and 45 CFR 92.24. Contractor is required to provide matching funds for the CDC LRN-PHEP Budget Period 2 (July 1, 2013 through June 30, 2014) of the Funding Opportunity Number CDC-RFA-TP1 2-120102CONT1 3 not less than 10% of total costs. Refer to the DSHS Contractor's Financial Procedures Manual, Chapter 9 (http://www.dshs.state.tx.us/contracts/cfpm.shtm) for additional guidance on match requirements, including descriptions of acceptable match resources. Documentation of match, including methods and sources, must be included in the Contractor's contract budget and PHEP Contractor must follow procedures for generally accepted accounting practices and meet audit requirements. Contractor shall notify DSHS in advance of Contractor's plans to participate in or conduct local exercises, in a format specified by DSHS. Contractor shall participate in statewide exercises planned by DSHS as needed to assess the capacity of Contractor to respond to bioterrorism, other outbreaks of infectious disease, and other public health threats and emergencies. Contractor shall prepare after-action reports, documenting and correcting any identified gaps or weaknesses in preparedness plans identified during exercises, in a format specified by DSHS. Contractor shall cooperate with DSHS to coordinate all planning, training and exercises performed under this Program Attachment with the Texas Division of Emergency Management, or other points of contact at the discretion of the division, to ensure consistency and coordination of requirements at the local level and eliminate duplication of effort between the various domestic preparedness funding sources in the state. In the event of a public health emergency involving a portion of the state, Contractor shall mobilize and dispatch staff or equipment that were purchased with funds from this Program Attachment and that are not performing critical duties in the jurisdiction served to the affected area of the state upon receipt of a written request from DSHS. Contractor shall inform DSHS in writing if it shall not continue performance under this Program Attachment within thirty (30) days of receipt of an amended standard(s)or guideline(s). DSHS may terminate the Program Attachment immediately or within a reasonable period of time as determined by DSHS. Contractor shall develop, implement, and maintain a timekeeping system for accurately documenting staff time and salary expenditures for all staff funded through this Program Attachment, including partial FTEs and temporary staff. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Contractor's expenditures on a quarterly basis. If expenditures are below that projected in Contractor's total Contract amount, Contractor'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. Performance Measures: Contractor shall complete the PERFORMANCE MEASURES as stated in the attached Exhibit A. Contractor shall provide reports as requested by DSHS to satisfy information-sharing requirements set forth in Texas Government Code, Sections 421 .071 and 421.072 (b) and (c). BILLING INSTRUCTIONS: Contractor shall request payment electronically through the Contract Management and Procurement System (CMPS)with acceptable supporting documentation for reimbursement of the required services/deliverables. Billing will be performed according to CMPS instructions found at the following link http:l/www.dshs.state.tx.us/cmps/. For assistance with CMPS, please email CMPS @dshs.state.tx.us or call 1-855-312-8474. 8. Service Area Calhoun-Goliad-Jackson-Victoria-Aransas-Bee-Jim Wells-Kieberg-Live Oak-Nueces-Refugio-San Patricio County This section intentionally left blank. 10. Procurement method: Non-Competitive Interagencyflnterlocal GST-2012-Solicitation-00030 DCPS GOLIVE LRN PHEP 11. Renewals: Number of Renewals Remaining: 3 Date Renewals Expire: 08/31/2017 12. Payment Method: Cost Reimbursement 13. Source of Funds: 93.069, 93.069 14. DUNS Number: 069457786 This section intentionally left blank. 16. Special Provisions General Provisions,Article 1, Compliance and Reporting , Section 1.03 is amended to include: Reporting. Contractor shall submit programmatic reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS. Contractor shall provide DSHS other reports, including financial report, and any other reports that DSHS determines necessary to accomplish the objectives of this contract and to monitor compliance. If Contractor is legally prohibited from providing such reports, Contractor shall immediately notify DSHS in writing. Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s) or upon request constitutes a breach of contract, may result in delayed payment and/or the imposition of sanctions and remedies, and, if appropriate, emergency action; and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Contractor shall provide reports as requested by DSHS to satisfy information-sharing requirements set forth in Texas Government Code, Sections 421.071 and 421.072 (b) and (c). General Provisions, Services Article, Section 2.02 Disaster Services, is revised to include the following: In the event of a local, state, or federal emergency the Contractor has the authority to utilize approximately 5% of staffs time supporting this Program Attachment for response efforts. DSHS shall reimburse Contractor up to 5% of this Program Attachment funded by Center for Disease Control and Prevention (CDC) for personnel costs responding to an emergency event. Contractor shall maintain records to document the time spent on response efforts for auditing purposes. Allowable activities also include participation of drills and exercises in the pre-event time period. Contractor shall notify the Assigned Contract Manager in writing when this provision is implemented. General Provisions, Article IV, Payment Methods and Restrictions, Billing Submission Section 4.02, is amended to include the following: Contractor shall submit requests for reimbursement or payment, or revisions to previous reimbursement request(s), no later than August 14, 2014 for costs incurred between the services dates of September 1, 2013 and June 30, 2014. General Provisions, Article V, Terms and Conditions of Payment, Section 5.01, is revised to include: DSHS will monitor Contractor's billing activity and expenditure reporting on a quarterly basis. Based on these reviews, DSHS may reallocate funding between contracts to maximize use of available funding. General Provisions, Article VI,Allowable Costs and Audit Requirements, Section 6.01, is amended to include the following: For the purposes of this Program Attachment, funds may not be used for fundraising activities, lobbying, research, major renovations, reimbursement of pre-award costs, clinical care, purchase vehicles, new construction, funding an award to another party or provider who is ineligible, backfilling costs for staff, or to purchase incentive items. General Provisions, Article XII General Business Operations of Contractor, Equipment Purchases, Section 12.20 is revised as follows: Contractor is required to initiate the purchase of approved equipment and controlled assets no later than August 31, 2014 as documented by issue of a purchase order or written order confirmation from the vendor on or before August 31, 2014. In addition, all equipment and controlled assets must be received no later than 60 calendar days following the end of the Program Attachment term. General Provisions, Article Xlll, General Terms, Section 13.15, is amended to include the following: Contractor must submit all amendment and revision requests in writing to the Division Contract Management Unit at least 90 days prior to the end of the term of this Program Attachment. 17. Documents Forming Contract. The Contract consists of the following: a. Contract (this document) 2014-001139-00 b. General Provisions Subrecipient General Provisions c. Attachments Budgets d. Declarations Certification Regarding Lobbying, f=iscal Federal Funding Accountability and Transparency Act(FFATA)Certification e. Exhibits Exhibit A (WORK PL, Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: City of Corpus Christi Vendor Identification Number: 17450005741 027 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and I have read and agree to all parts of the contract, including any attachments and addendums. Department of State Health Services Corpus Christi Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1100 West 49th Street Address Address Austin, TX 787-4204 City, State, Zip City, State, Zip Telephone Number Telephone Number E-mail Address E-mail Address Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) ARTICLE I COMPLIANCE AND REPORTING...............................................................................................5 Section 1.01 Compliance with Statutes and Rules. .........................................................................................5 Section 1:02 Compliance with Requirements of Solicitation Document. ......................................................5 Section1.03 Reporting. .....................................................................................................................................5 Section 1.04 Client Financial Eligibility. .........................................................................................................5 Section 1:05 Applicable Contracts Law and Venue for Disputes. .................................................................5 Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. .............................................5 Section 1.07 Statutes and Standards of General Applicability. ....................................................................6 Section 1.08 Applicabilih'of General Provisions to Interagency and Interlocal Contracts.........................7 Section 1.09 Civil Rights Policies and Complaints. ........................................................................................8 Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. .............................................8 Section 1.11 Funding Obligation. ....................................................................................................................9 ARTICLE1I SERVICES..........................................................................................................................................9 Section 2.01 Education to Persons in Residential Facilities. .........................................................................9 Section 2.02 Disaster Services. .................... ................................................................................................9 Section 2.03 Consent to Medical Care of a Minor. .........................................................................................9 Section 2.04 Telennedicine Medical Services. ..................................................................................................9 Section 2.05 Fees for Personal Health Services..............................................................................................10 Section 2.06 Cost Effective Purchasing of Medications. ..............................................................................10 Section 2.07 Services and Information for Persons with Limited English Proficiency...............................10 ARTICLEIII FUNDING.........................................................................................................................................10 Section 3.01 Debt to State and Corporate Status. ........................................................................................10 Section 3.02 Application of Payment Due. .....................................................................................................10 Section 3.03 Use of Funds. ..............................................................................................................................10 Section 3.04 Use for Match Prohibited. .........................................................................................................11 Section 3.05 Program Income. .......................................................................................................................11 Section 3.06 Nonsupplanting. .........................................................................................................................11 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS..........................................................................II Section 4.01 Payment Methods. .....................................................................................................................11 Section 4.02 Billing Submission. ....................................................................................................................11 Section 4.03 Final Billing Submission. ..........................................................................................................11 Section 4.04 Working Capital Advance. .......................................................................................................12 Section 4.05 Third Party Payors. ...................................................................................................................12 ARTICLE V TERMS AND CONDITIONS OF PAYMENT..............................................................................12 Section 5.01 Prompt Payment. .......................................................................................................................12 Section 5.02 Withholding Payments. .............................................................................................................12 Section 5.03 Condition Precedent to Requesting Payment. .........................................................................12 Section 5.04 Acceptance as Payment in Full. ................................................................................................13 ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS...........................................................13 Section 6.01 Allowable Costs. .........................................................................................................................13 Section 6.02 Independent Single or Program-Specific Audit. .....................................................................14 Section 6.03 Submission of Audit. ................................................................................................................14 ARTICLE VII CONFIDENTIALITY...........................................................:.............:.......................................14 Section 7.01 Maintenance of Confidentiality. ...............................................................................................14 Section 7.02 Department Access to PHI and Other Confidential Information..................................15 General Provisions (Care Subrecipient) 2014(July 15,2013) 1 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 7.03 Exchange of Client-Identifying Information.............................................................................15 Section 7.04 Security of Patient or Client Records. .....................................................................................15 Section 7.05 HIV/AIDS Model Workplace Guidelines. ...............................................................................15 ARTICLE VIII RECORDS RETENTION...........................................................................................................15 Section8.01 Retention. ...................................................................................................................................15 ARTICLE IX ACCESS AND INSPECTION.........................................................................................................16 Section 9.01 Access. .........................................................................................................................................16 Section9.02 State Auditor's Office. ...............................................................................................................16 Section 9.03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. .................................................................................................................17 Section10.03 Litigation. ...................................................................................................................................17 Section 10.04 Action Against the Contractor. ................................................................................................17 Section 10.05 Insolvency. ..................................................................................................................................17 Section 10.06 Misuse of Funds and Performance Malfeasance. ....................................................................17 Section 10.07 Criminal Activity and Disciplinary Action. .............................................................................18 Section 10.08 Retaliation Prohibited. ..............................................................................................................18 Section 10.09 Documentation. ..........................................................................................................................18 ARTICLE XI ASSURANCES AND CERTIFICATIONS....................................................................................18 Section11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinquencies. ...................................................................................................19 Section 11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited. in connection with this Contract............................................19 Section 11.05 Ineligibility to Receive the Contract. ..............:........................................................................19 Section11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of Work. .........................................................................................20 ARTICLE X1I GENERAL BUSINESS OPERATIONS OF CONTRACTOR................................................20 Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .........................................................................................20 Section 12.03 Insurance. ...................................................................................................................................21 Section 12.04 Fidelity Bond. .............................................................................................................................21 Section 12.05 Liability Coverage. ....................................................................................................................21 Section12.06 Overtime Compensation. ..........................................................................................................21 Section12.07 Program Site. .............................................................................................................................22 Section 12.08 Cost Allocation PIan. .................................................................................................................22 Section12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(HUBs)..........................................................................22 Section 12.11 Buy Texas. ..................................................................................................................................22 Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. ....................................................22 Section 12.13 Status of Subcontractors. ..........................................................................................................24 Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. ..........................................................24 Section12.15 Independent Contractor. ...........................................................................................................24 Section 12.16 Autbority to Bind. ......................................................................................................................24 Section 12.17 Tax Liability. ..............................................................................................................................24 Section 12.18 Notice of Organizational Change. ............................................................................................24 Section 12.19 Quality Management. ................................................................................................................25 Section 12.20 Equipment(Including Controlled Assets). ..............................................................................25 Section12.21 Supplies. ......................................................................................................................................25 General Provisions (Core Subrecipient) 2014(July 15,2013) 2 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 12.22 Changes to Equipment List. .....................................................................................................26 Section 12.23 Property Inventory and Protection of Assets. .........................................................................26 Section 12.24 Bankruptcy. ................................................................................................................................26 Section 12.25 Title to Property. .......................................................................................................................26 Section 12.26 Property Acquisitions. ...............................................................................................................26 Section 12.27 Disposition of Property. ............................................................................................................26 Section 12.28 CIoseout of Equipment. ................;............................................................................................27 Section 12.29 Assets as Collateral Prohibited. ................................................................................................27 ARTICLEXIII GENERAL TERMS....................................................................................................................27 Section 13.01 Assignment...................................................................................................................................27 Section 13.02 Lobbying. ....................................................................................................................................27 Section 13.03 Conflict of Interest. ....................................................................................................................27 Section 13.04 Transactions Between Related Parties. ....................................................................................28 Section 13.05 Intellectual Property. .................................................................................................................28 Section 13.06 Other Intangible Property. .......................................................................................................29 Section 13.07 SeverabiIity and Arnbiguity. .....................................................................................................29 Section 13.08 Legal Notice. ........ ...................................................................................................................29 Section 13.09 Successors. ..................................................................................................................................29 Section 13.10 Headings. ....................................................................................................................................29 Section 13.11 Parties. ........................................................................................................................................29 Section 13.12 Survivability of Terms. ..............................................................................................................29 Section 13.13 Direct Operation. .......................................................................................................................30 Section 13.14 Customer Service Information. ................................................................................................30 Section 13.15 Amendment. ...............................................................................................................................30 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................30 Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. .....................................30 Section 13.18 Immunity Not Waived. ..............................................................................................................31 Section 13.19 Hold Harmless and Indemnification. .......................................................................................31 Section 13.20 Waiver. .......................................................................................................................................31 Section 13.21 Electronic and Information Resources Accessibility and Security Standards. ...................31 Section 13.22 Force Majeure. ...........................................................................................................................32 Section 13.23 Interim Contracts. .....................................................................................................................32 Section 13.24 Cooperation and Communication. ...........................................................................................32 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE........................32 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................32 Section 14.02 General Remedies and Sanctions. ............................................................................................33 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................34 Section 14.04 Emergency Action. ....................................................................................................................35 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT.............................................................................35 Section 15.01 Breach of Contract Claim. ........................................................................................................35 Section 15.02 Notice. .........................................................................................................................................35 Section 15.03 Sole Remedy. ..............................................................................................................................35 Section 15.04 Condition Precedent to Suit. .....................................................................................................35 Section 15.05 Performance Not Suspended. ...................................................................................................35 ARTICLE XVI TEMMINATION AND TEMPORARY SUSPENSION...........................................................35 Section 16.01 Expiration of Contract or Program Attachment(s). ...............................................................36 Section 16.02 Effect of Termination. Contract. .............................................................................................36 Section 16.03 Acts Not Constituting Termination. .........................................................................................36 Section 16,04 Termination or Temporary Suspension Without Cause..........................................................36 Section 16.05 Termination For Cause. ............................................................................................................36 General Provisions(Core Subrecipient)2014(July 15,2013) 3 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section16.06 Notice of Termination. ..............................................................................................................39 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................39 Section17.01 Void Contracts. ..........................................................................................................................39 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. ......................................39 Section 17.03 Appeals Rights. ..........................................................................................................................39 ARTICLE XVIII CLOSEOUT...............................................................................................................................39 Section 18.01 Cessation of Services At Closeout. ...........................................................................................39 Section 18.02 Administrative Offset. ...............................................................................................................39 Section18.03 Deadline for Closeout. ...............................................................................................................39 Section 18.04 Payment of Refunds. .................................................................................................................39 Section 18.05 Disallowances and Adjustments. ..............................................................................................40 Genefal Provisions (Core Subrecipient)2014(July 15,2013) 4 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply,and shall require its subcontractor(s)to comply,with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,rules,and executive orders,as such statutes,regulations, rules,and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,tales or executive orders,the terms of this Contract will control. Contractor further agrees that,upon notification from DSHS,Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the term of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s),Contractor shall comply with the requirements,eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract)for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS.Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and remedies,and,if appropriate,emergency action;and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial Eligibility. Where applicable,Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1,05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,performance,interpretation,and any issues that may arise in any dispute between the Parties,this Contract will be governed by,and construed in accordance with,the laws of the State of Texas. In the event of a dispute between the Parties,venue for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable,federal statutes and regulations,including federal grant requirements applicable to funding sources;will apply to this Contract. Contractor agrees to comply with applicable Iaws,executive orders,regulations and policies, as well as Office of Management and Budget(OMB)Circulars(as codified in Title 2 of the Code of Federal Regulations),the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov. Code Chapter 783,and Uniform Giant Management Standards(UGMS),as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Scrvices Division. UGMA and UGMS can be located through web Iinks on the DSHS-vebsite at http://Nvww.dslis.state.tx.us/contracts/litiks.slitm. Contractor also shall comply with all applicable federal and state assurances contained in UGMS,Part III, State Uniform Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable,Contractor shall comply with the Federal awarding agency's Common Rule,and the U.S. Health and Human Services Grants Policy Statement,both of which may be General Provisions (Core Subrecipient) 2014(July 15,2013) 5 located through web links on the DSHS website at littp://NvNv,%v.dslis.state.tx.us/contracts/l nks_.shtm. For contracts funded by block grants,Contractor shall comply with Tex. Gov. Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies. To the extent applicable to Contractor,Contractor shall comply with the following: a) the following statutes,rules,regulations,and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs,benefits or activities or denial of any aid, care, service or other benefit on the basis of race,color,national origin,limited English proficiency,sex,sexual orientation(where applicable), disabilities,age,substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC§§2000d et seq.;2)Title IX of the Education Amendments of 1972,20 USC §§ 1681- 1683,and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973,29 USC§794(a);4)the Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.; 5)Age Discrimination Act of 1975,42 USC§§6101-6107; 6)Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC§290dd(b)(1); 7)45 CFR Parts 80, 84, 86 and 91; 8)U.S.Department of Labor,Equal Employment Opportunity E.O. 11246;9)Tex.Lab. Code Chapter 21; 10)Food Stamp Act of 1977(7 USC §200 et seq.; 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12) Drug Abuse Office and Treatment Act of 1972,21 USC §§ 1101 et seq.,relating to drug abuse; 13)Public Health Service Act of 1912,§§523 and 527,42 USC§290dd-2,and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 14)Title V111 of the Civil Rights Act of 1968,42 USC §§3601 et seq.,relating to nondiscrimination in housing; and 15)DSHS Policy AA- 5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986, 8 USC§ 1324a, and Immigration Act of 1990, 8 USC 1101 et seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c) Pro-Children Act of 1994,20 USC§§ 6081-6084,and the Pro-Children Act of 2001,20 USC § 7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§289a-1 et seq., and 6601 (PL,93-348 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act, 5 USC§§ 1501-1508 and 7324-28,which limits the political activity of employees whose employment is funded with federal funds; f) Fair Labor Standards Act,29 USC §§201 et seq.,and the Intergovernmental Personnel Act of 1970, 42 USC §§4701 et seq.,as applicable,concerning minimum wage and maximum hours; g) Tex. Gov. Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex. Lab. Code Chapters 401-406 and 28 Tex.Admin. Code Part 2,regarding compensation for employees' injuries; i) The Clinical Laboratory improvement Amendments of 1988,42 USC §263a,regarding the regulation and certification of clinical laboratories; j) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030,or Title 25 Tex.Admin. Code Chapter 96 regarding safety standards for handling_ blood home pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC§§2131 et seq.,pertaining to tine treatment of laboratory animals; 1) environmental standards pursuant to tine following: 1)Institution of environmental quality control measures under the National Environmental Policy Act of 1969,42 USC §§4321-4347 and Executive Order 11514(35 Fed.Reg.4247),"Protection and Enhancement of Environmental Quality;"2) General Provisions(Core Subrecipient) 2014(July 15,2013) 6 Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3) Protection of wetlands pursuant to Executive Order 11990,42 Fed. Reg. 26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed.Reg.26951 and,if applicable, flood insurance purchase requirements of Section 102(x) of the Flood Disaster Protection Act of 1973 (PL 93-234); 5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC§§ 1451 et seq.; 6)Federal Water Pollution Control Act,33 USC §1251 et sect.;7)Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC §§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC §§7401 et seq.; 10)Wild and Scenie Rivers Act of 1968(16 USC§§ 1271 et seq.)related to protecting certain rivers system;and 11)Lcad-Based Paint Poisoning Prevention Act (42 USC§§4801 et seq.)prohibiting the use of lead-based paint in residential construction or rehabilitation; n1) Intergovernmental Personnel Act of 1970(42 USC§§4278-4763)regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 CFR Part 900, Subpart F); n) Titles 11 and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§276a to 276a-7), the Copeland Act(40 U.S.C. § 276c and 18 USC § 874),and the Contract Work Hours and Safety Standards Act(40 USC§§ 327-333),regarding labor- standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966, §106(16 USC §470),Executive Order 11593,and the Archaeological and Historic Preservation Act of 1974(16 USC §§469a-1 et seq.)regarding historic property to the extent necessary to assist DSHS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No.A-133,"Audits of States,Local Governments, and Non-Profit Organizations;" r) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104); s) Executive Order,Federal Leadership on Reducing Text Messaging While Driving, October 1,2009,if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement,additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government;and certain additional provisions will apply to such Contractors. a) Tire following sections or portions of sections of these General Provisions will not apply to interagency or interiocal contracts: 1) Hold Harmless and Indemnification, Section 13.19; 2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety;delete the word "employees"in the fourth sentence;the remainder of the section applies); 3) Insurance, Section 12.03; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; General Provisions(Core Subrecipient) 2014(July 15,2013) 7 6) Historically Underutilized Businesses, Section 12.10(Contractor,however,shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status,Section 3,01; 8) Application of Payment Due, Section 3.02;and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts only). b) The following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government; and(3)the services,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex.Health&Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. c) The following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the interlocal Cooperation Act,Tex.Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request,Contactor shall provide the Health and Human Services Commission(HHSC)Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to— Civil Rights Office Health and Human Services Commission 701 W. 51st St.,Mail Code W206 Austin,Texas 78751 (888) 388-6332 or(512)435-4313 TTY Toll-free(877)432-7232 HHSCivilRiglitsOffice@llhsc.state.tx.us lrhsc.state.tx.us Section 1.10 Licenses, Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,permits,registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,permit,registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active status all licenses,certifications,permits,registrations and approvals required to perform their duties under this Contract General Provisions(Core Subrecipient)2014(July 15,2013) 8 and shall prohibit any person who does not hold a current,active required license,certification,permit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation, This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations,.budget cuts,transfer of funds between programs or health and human services agencies,amendment of the Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. ARTICLE 11 SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons,who are housed in Department-licensed and/or-funded residential facilities and who are twenty-two (22)years of age or younger,have access to educational services as required by Tex.Educ. Code§ 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code§ 29.012 not later than the third calendar day after the date a person who is twenty-two(22)years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In fire 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 as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DSHS in providing services,as appropriate,in the following areas: community evacuation;health and medical assistance; assessment of health and medical needs;health surveillance;medical care personnel;health and medical equipment and supplies;patient evacuation; in-hospital care and hospital facility status;food,drug,and medical device safety;worker health and safety;mental health and substance abuse;public health information; vector control and veterinary services;and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency,be cost-effective,and be least intrusive on Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under this Contract,either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fain.Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other-state law. If requirements of federal law relating to consent directly conflict with Tex. Fain. Code Chapter 32,federal law supersedes state law. Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing telernedicine service must include the following requirements: a) clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b) contraindication considerations for teleniedicine 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 licenses; General Provisions(Core Subrecipient)2014(July 15,2013) 9 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 Rule§448.911. Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex.Health& Safety Code§ 12.032, DSHS Rule§1.91 covering Fees for Personal Health Services,and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be accounted for as Program Income in accordance with the DSHS Contractor's Financial Procedure Manual. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. Section 2.07 Services and Information for Persons with Limited English Proficiency. Contractor 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. Contractor 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. Contractor shall make every effort to avoid use of any persons under the age of eighteen(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. ARTICLE III FUNDING Section 3.01 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 Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor,if 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.). Contractor, if a corporation,further-certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term,all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. General Provisions(Core Subrecipient)2014(July 15,2013) 10 Section 3.04 Use for Match Prohibited. Contractor shall not use funds provided through this Contract for matching purposes in securing other funding unless detected or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or earned only as a result of a Program Attachment during the term of the Program Attachment are considered program income. Unless otherwise required under the terns of the grant funding this Contract,Contractor shall use the addition alternative,as provided in UGMS §_.25(g)(2),for the use of program income to further the program objectives of the state or federal statute tinder which the Program Attachment was made,and Contractor shall spend the program income on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions,the Contractor's Financial Procedures Manual located at http://Nvww.dslis.state.tx.us/contracts/cfpm.slitrn and the provisions of the Program Attachment(s). Contractor shall expend program income during the Program Attachment term and may not carry forlvard to any succeeding term. Contractor shall refund program income not expended in the term in which it is earned to DSHS. DSHS may base future funding levels, in part,upon Contractor'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. Section 3.06 Nonsupplanting. Contractor shall not supplant(i.e.,use funds from this Contract to replace or substitute existing funding from other sources that also supports the 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. Contractor shall make a good faith effort to maintain its current level of support. Contractor 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 tinder this Contract. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s),the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attachrnent(s) and acceptable submission of a request for reimbursement; or b) unit rate/fce-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,as stated in the Program Attachment(s) and acceptable submission of all required documentation,forms and/or reports. Section 4,02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attaclunent(s)in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachrnent(s) or permitted tinder the Third Party Payers section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill.Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department,Contractor shall subinit a reimbursement or payment request as a final close-out bill not later than sixty(60)calendar days following the end of the terra of the Program Attachment for goods received and services rendered during the term. If necessary to meet this deadline,Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSI-lS's offices more than sixty(60) calendar days following the end of the applicable tern will not be paid. Consideration of requests for an exception will be made on a case-by-case basis,subject to the availability of funding,and only for an extenuating circumstance,such as a catastrophic event,natural disaster,or criminal activity that substantially General Provisions(Core Subrecipicnt) 2014(July 15,2013) 11 interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section, Section 4.04 Working Capital Advance. If allowed under this Contract,a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at littp://www.dshs.state.tx.vis/cotitracts/cf z. Section 4,05 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided, Third party payors include,but are not limited to,commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract,Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor 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 who are otherwise eligible for Department services,but cannot pay a deductible required by a third party payor,to receive services tip to the amount of the deductible and to bill the Department for the deductible; (d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted,in which case the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals 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 Department; and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Paymcnts and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and perforiied or provided pursuant to this Contract. If those conditions are met,Department will make payment in accordance with the Texas prompt payment law(Tex.Gov. Code Chapter 2251). Contractor shall comply with Tex. Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance,and all invoices and Contractor's performance are subject to audit or review by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor has not refunded to Department,or if financial status report(s)required by the Department are not submitted by the date(s)due. Department may take repayment(recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refunds,contract settlements,audit recoveries,and interest earned on such fiends before requesting cash payments including any advance payments from Department. General Provisions(Core Subrecipient) 2014(July 15,2013) 12 Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health Services section of die Services Article of these General Provisions or under 25 Tex.Admin.Code§ 444.413, Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients or participants,and Contractor shall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Allowable Costs. For services satisfactorily performed,and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the funds to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due date(s). DSHS may take repayment(recoup)from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles,audit requirements,and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Principles Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS,OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular A-110 (2 (2 CFR,Part 220) A-133 CFR,Part 215)and applicable Federal awarding agency common rule;and UGMS,as applicable Non-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122 (2 CFR,Part A-133 and UGMS A-1 t0(2 CFR,Part 230) 215)and applicable Federal awarding agency common rule For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency common rule in OMB Circular A-122 Procedures,or (2 CFR Part,230)as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the General Provisions (Core Subrecipient)2014 (July 15,2013) 13 federal or state awarding agency ..........J A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at http://www.dslis.state.tx.its/contracts/litiks,shtm, 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. Section 6.02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal Rinds awarded, Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget(OMB) Ciro.No.A-133, the Single Audit Act of 1984,P L 98-502,98 Stat. 2327,and the Single Audit Act Amendments of 1996,P L 104-156, 110 Stat. 1396. The$500,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded,Contractor must have a single audit or program-specific audit in accordance with UGMS, State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS,as applicable,for their program-specific audits.Tile HHSC Office of Inspector General(OIG)will notify Contractor to complete the Single Audit Status Registration Form. If Contractor fails to complete the Single Audit Status Forin within thirty(30)calendar days after notification by 016 to do so,Contractor shall be subject to DSHS 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,which is accessible through a web link on the DSHS website at htti)://Nvww.dslis.state.tx.us/contracts/Iiilks.slitam. Contractor shall procure audit services in compliance with this section,state procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contractor is a state governmental entity,shall competitively re-procure independent single audit services at least every six(6)years. Section 6.03 Submission of Audit. Within thirty(30)calendar days of receipt of the audit reports required by the Independent Single or Program-Specific Audit section,Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG,at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O.Box 149347 Compliance/Audit,Mail Code 1326 Austin,Texas 78714-9347 P.O.Box 55200 Austin,Texas 78708-5200 If Contractor 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 Contractor of an audit report,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and client records that contain protected health information(PHI),and any other information that discloses confidential personal information or identifies any client served by DSHS,in accordance with applicable federal and state laws,rules and regulations, including but not limited to 7 CFR Part 246;42 CFR Part 2; 45 General Provisions(Core Subrecipient)2014(July 15,2013) 14 CFR Parts 160 and 164(Health Insurance Portability and Accountability Act[HIPAA]);Tex. Health& Safety Code Chapters 12,47,81, 82, 85, 88,92, 161, 181,241,245,251,534, 576,577,596,611,and 773; and Tex. Occ. Code Chapters 56 and 159 and all applicable rules and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential infornation under this Contract,without the consent of the individual to whom the PHI relates,for funding, payment and administration of the grant program,and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR§ 164.504(e)(3)(i)(B),Tex.Health&Safety Code§533.009 and Rule Chapter 414,Subchaptcr A or other applicable laws or rules. Contractor shall disclose information described in Tex.Health&Safety Code§ 614,017(a)(2)relating to special needs offenders,to an agency described in Tex.Health&Safety Code§ 614A17(c)upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department,without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon tenmination of this Contract or a Program Attachment to this Contract,as applicable,or if care or treatment is transferred to another DSHS- funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care,services,or programs,Contractor shall implement Department's policies based on the HIV/AIDS(human immunodeficiency virus/acquired immunodeficiency syndrome)Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,Policy No. 090.021, and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS,in accordance with the Tex. Health&Safety Code § 85.112-114.A link to the Model Workplace Guidelines can be found at htt :Ihvww.dslrs.state.tx.us/lnivstd/colic / olicies.shtnn. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum,Contractor shall retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract,for a period of four(4)years after the termination of this Contract. If services are funded through Medicaid,the federal retention period, if more than four(4)years,will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22,Part 9, § 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations,it shall ensure that records relating to this Contract are securely General Provisions (Core Subrecipient) 2014(July 15,2013) 15 stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates,whichever is sooner. Contractor shall provide,and update as necessary,the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE IX ACCESS AND INSPECTION Section 9.01 Access. In addition to any right of access arising by operation of law,Contractor,and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives,as well as duly authorized federal,state or local authorities,including the Comptroller General of the United States, OIG,and the State Auditor's Office(SAO),unrestricted access to and the right to examine any site where business is conducted or client services are performed, and all records (including financial records,client and patient records,if any,and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract;and the right to interview members of Contractor's governing body,staff,volunteers,participants and clients concerning the Contract,Contractor's business and client services. If deemed necessary by the Department or the OIG, for the purpose of investigation or hearing,Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment,and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department information collected,assembled or maintained by Contractor relative to this Contract for the Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall,upon request,make all records,books,papers, documents,or recordings related to this Contract available for inspection,audit,or reproduction during nonmal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of funds under this Contract acts as acceptance of the authority of the SAO,or any successor agency, to conduct an audit or investigation in connection with those funds, Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation,including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract funds disbursed by Contractor to its subcontractors,and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site(s)will be conveyed in writing to Contractor. Contractor shall submit,by the elate prescribed by DSHS,a resolution to the deficiency identified in a site inspection,program or management review or financial audit to the satisfaction of DSHS or, if directed by DSHS, a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or satrctions under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions. General Provisions(Core Subrecipient)2014(July 15,2013) 16 ARTICLE X NOTICE REQUIREMENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases(IIIV/STD);Family Planning(Titles V,X and XX);Primary Health Care;Maternal and Child Health; and Women,Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex.Fain. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor small develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting,and Reporting Policy for Coiltractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form as required by tine Department located at www.dshs.state,tx,us/childabusereportirng, Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities,Contractor shall report to the contract manager assigned to tine Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the health,safety or welfare of Department-funded clients or participants within seventy-two(72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not limited to an action,suit or proceeding before any court or governmental body,including environmental and civil rights matters,professional liability, and employee litigation. Notification must include the names of the parties,nature of the Iitigation and remedy sought,including amount of damages,if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within three(3)working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the contract;and the contract or case reference number. If Contractor, as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity, it shall disclose this information within three(3)working days of the surrender,suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the license action; and a license or case reference number, Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency, incapacity,or outstanding unpaid obligations to the Internal Revenue Service(IRS)or Texas Workforce Commission(TWC)within three(3)working days of the date of determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3)working days of such action by Contractor's governing body. Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,unlawful activity,or violation of financial laws,rules,policies,and procedures related to performance under this Contract. Contractor shall snake such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. General Provisions (Core Subrecipient) 2014(July 15,2013) 17 Additionally,if this Contract is federally funded by the Department of Health and Human Services(HHS), Contractor shall report any credible evidence that a principal,employee,subcontractor or agent of Contractor, or any other person,has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct involving those funds. Contractor shall make this report to the SAO at lrttp:/lsao.fraud.state.tx.us,and to the HHS Office of Inspector General at lrtti)://wN«v.oi�-.hiis.goN,/fraud/hottine/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision,received deferred adjudication,is presently indicted for or has been convicted of a criminal offense related to any financial matter,federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor,or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization,an employee or volunteer of Contractor, or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed on community supervision,received deferred adjudication,or been indicted for or convicted of a criminal offense relating to involvement in any financial matter,federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who engaged,or was alleged to have engaged,in air activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSHS. Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of,or cooperates with an investigation regarding,any applicable law,rule,regulation or standard to the Department,another-state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180 (parts A-I),45 CFR Part 76 (or comparable federal regulations); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to ail outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; General Provisions(Core Subrecipient) 2014 (July 15,2013) 18 g) neither it,nor its principals have within the three(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against theirs for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain,or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-Wigging),or commission of embezzlement,theft,forgery, bribery, falsification or destruction of records,making false statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; 11) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal,state or local)with the commission of any of the offenses enumerated in subsection g)of this section;and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article,without modification(except as required to snake applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract,Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by Tex. Fain. Code§ 231.006,a child support obligor who is more than thirty(30)calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner,shareholder, or owner with an ownership interest of at least twenty-five percent(25%)is not eligible to receive payments from state funds under a contract to provide property,materials,or services or receive a state-funded grant or loan. If applicable, Contractor shall maintain its eligibility to receive payments under this Contract,certifies that it is not ineligible to receive the payments specified in this Contract,and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 11.04 Gifts and Berrefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or future employment,gift,loan, gratuity,special discount,trip, favor,service or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 11.05 Ineligibility to Receive the Contract. (a)Pursuant to Tex.Gov. Code§ 2155.004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements,statement(s)of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor,nor its employees,nor anyone acting for Contractor has received compensation from DSHS for participation in the development,drafting or preparation of specifications, General Provisions(Core Subrecipient)2014(July 15,2013) 19 requirements or statement(s)of work for this Contract or in the Solicitation Document on which this Contract is based; (b)pursuant to Tex. Gov.Code§§ 2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law,or been assessed a federal civil or administrative penalty,in connection with a contract awarded by the federal government for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,2005;(c) Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Tex. Gov. Code§§2155.004,2155.006 or 2261.053,and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 11.06 Antitrust. Pursuant to 15 USG§ 1,et seq. and Tex.Bus. &Comm.Code§ 15.0 1,et seq. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. Section 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations,including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further,Contractor's governing body shall ensure separation of powers,duties,and functions of governing body members and staff. Staff members,including the executive director,shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence tine employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573)to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two(2)years prior to the election,appointment or employment of the officer,employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body, officers and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual,and any of its subsequent amendments,which is available at the Department's web site: littp://wwAv.dslis.state.tx,us/contracts/cfprn.shtrm. Contractor shall maintain an appropriate contract administration system to ensure that all terns,conditions,and specifications are met during the term of the contract through the completion of the closeout procedures. Contractor shall develop, implement, and maintain financial management and control systenns that meet or exceed the General Provisions (Core Subrecipient) 2014(July 15,2013) 20 requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include,at a minimuim,the following: a) financial planning, including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to the general ledger;and e) effective internal and budgetary controls; comparison of actual costs to budget;detennination of reasonableness,allowableness, and allocability of costs; timely and appropriate audits and resolution of any findings;billing and collection policies; and a mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department Rinds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost, stolen, damaged or destroyed. if any insured equipment purchased with DSHS funds is lost,stolen, damaged or destroyed,Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS. Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of Ruiding provided under this Contract up to$100,000 that covers each employee of Contractor handling funds under this Contract, including person(s)authorizing payment of such funds. The fidelity bond or insurance must provide for indemnification of losses occasioned by(1)any fraudulent or dishonest act or acts committed by any of Contractor's employees,either individually or in concert with others,and/or(2)failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 12.05 Liability Coverage. For the benefit of DSHS, Contractor shall at all times maintain liability insurance coverage,referred to in Tex. Gov. Code§2261.102;as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible persons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act; for-profit corporations organized under the Texas Business Corporations Act;and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section, Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any Compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion General Provisions(Core Subrecipient)2014(July 15,2013) 21 of overtime only under the following conditions: 1)with the prior written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck;3)when employees are performing indirect functions,such as administration,maintenance,or accounting;4) in performmance of tests,laboratory procedures,or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed;or 5)when lower overall cost to DSHS will result. Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local,state and federal zoning,building,health,fire,and safety standards. Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O. Box 149347,Austin,Texas 78714-9347,or by email to nrailto:cosca a,dshs.state.tx.us no later than the 60ffi calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan oil file with the Department. Contractor sliall implement and follow the applicable Cost Allocation Plan. If Contractor's plan is the same as the plan previously submitted to DSHS,by signing this Contract,Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted.If the Cost Allocation Plan changes during the Contract term,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30)calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at 1rttp://Nvw\v.dslis.state.tx.us/contracts/cfpm.slrtm. Section 12,09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS,and from using the Department's name,logo or website link in any planner that is intended,or that could be perecived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program,services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses (HUBs). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is pennitted under this Program Attachment,Contractor is encouraged to make a good faith effort to consider subcontracting with HUBS in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex. Admin. Code§ 20.10 et seq. Contractors may obtain a Iist of HUBS at http://Nvww.witidow,state.tx.us/proctireiiieiit/TroOiub. If Contractor has fled a HUB subcontracting plan,the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBS during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for the prior month's activity, if there was any such activity,in accordance with 34 Tex.Admin. Code §20.16(b). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code§ 2155.4441. Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000,Contractor shall obtain written approval from DSHS. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS.Contractor shall ensure that General Provisions(Core Subrecipient)2014(July 15,2013) 22 subcontractors are fully aware of the requirements placed upon them by state/federal statutes,rules,and regulations and by the provisions of this Contract. Contracts with all subcontractors,whether vendor or subrecipient,must be in writing and include the following; a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN) or Employee Identification Number(EIN); b) a detailed description of the services to be provided; c) measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable termination clause;and e) beginning and ending dates that coincide with the dates of the applicable Program Attachment(s)or that cover a term within the beginning and ending dates of the applicable Program Attachment(s). Contractor is responsible to DSHS for the perforrnance of any subcontractor. Contractor shall not contract with a subcontractor,at any tier,that is debarred,suspended,or excluded from or ineligible for participation in federal assistance programs;or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section(Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related Parties sections(General Terms Article). General Provisions(Core Subrecipient) 2014(July 15,2013) 23 Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements;have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three(3)years any license issued by the Department. Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts,without modification (except as required to make applicable to the subcontractor),(1)the certifications stated in tine Assurances and Certifications Article;(2)the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article; and(3)a provision granting to DSHS, SAO,OIG,and the Comptroller General of the United States,and any of their representatives, the right of access to inspect the work and the premises on which any work is performed,and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions.Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachment(s)applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 12.13 or any of the certifications stated in the Assurances and Certifications Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12.13 or the assurances stated in the Assurances and Certifications Article changes during the tern of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees,subcontractors,joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract,Contractor acknowledges that its employees,subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. The person or persons signing this Contract oil behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 12.17 Tai:Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS,this Contract will be subject to remedies and sanctions under this Contract,including immediate termination at the Department's discretion. If the Contract is terminated under this section,the Department will not enter into a contract with Contractor for three(3)years from the date of termination. Section 12.18 Notice of Organizational Change. Contractor shall subunit written notice to the contract manager assigned to the Program Attachment within tell(10)business days of any change to the Contractor's name;contact information;key personnel,officer,director or partner;organizational structure,such as merger, acquisition or change in form of business;legal standing;or authority to do business in Texas.A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions. General Provisions(Core Subrecipient)2014 (July 15,2013) 24 Section 12.19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.20 Equipment. Equipment means an article of nonexpendable,tangible personal property having a useful lifetime of more than one year and an acquisition cost of$5,000 or more. Contractors shall inventory all equipment,and report the inventory on the Contractors Property Inventory Form or Form GC-11 as required under Section 12,23Contractor shall initiate the purchase of all equipment approved in writing by DSHS, in the first quarter of the Contract or Program Attachment 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 of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplics,drugs,janitorial supplies,office supplies,patient educational supplies,software,and any items of tangible personal property other than those defined as equipment above. Tangible personal property includes controlled assets,including firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than$5,000: desktop and laptop computers(including notebooks,tablets and similar devices),non-portable printers and copiers,emergency management equipment,communication devices and systems,medical and laboratory equipment,and media equipment are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required,but such purchases must be reported on the Contractors Property Inventory Form or Form GC-11 as detailed under Section 12.23. General Provisions(Core Subrecipient) 2014(July 15,2013) 25 Section 12.22 Changes to Equipment List. All items of equipment to be-purchased with fiends under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attachment,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved,Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request,as appropriate;or,in the ease of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment,supplies defined as controlled assets,and property described in the Other Intangible Property section of Article XIII and submit an annual cumulative report of the equipment and other property on ForYm GC-11 (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 15a'of each year. The report is located on the DSHS website at http://ivww.dslis.state.tx.us/contracts/foniis.slitnf. Contractor shall maintain,repair,and protect assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified,reimbursed,or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract,Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy,Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy,and title must revert to Department. If directed by DSHS,Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any,contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment,and supplies in possession of the subcontractor from the bankruptcy,and title must revert to Department,who may require that the property,equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor,for any reason,title to any remaining equipment and supplies purchased with funds under this Contact reverts to Department. Title may be transferred to any other party designated by Department. The Department may,at its option and to the extent allowed by law, transfer the reversionary interest to such property to Contractor, Section 12.26 Property Acquisitions. Department funds must not be used to purchase buildings or real property, Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's(AHA's)"Estimated Useful Lives of Depreciable Hospital Assets"in disposing,at any tint during or after the Contract term,of equipment purchased with the Department funds,except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state, or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requiremments of UGMS. If,prior to the end of the useful life,any,item of equipment is no longer needed to perform services under this Contact,or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than$5,000, Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an item reaches the end of its useful life,Contractor shall General Provisions(Core Subrecipient) 2014(July 15,2013) 26 ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12,28 Closeout of Equipment. At the end of the term of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated,Contractor shall submit to the contract manager assigned to the Program Attachment,an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department fiords must be secured by Contractor at the time of Closeout or termination of the Program Attachment and must be disposed of according to the Department's disposition instructions,which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor,at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department, ARTICLE XIII GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign,or sell its interest,in whole or in part,in this Contract,or in any equipment purchased with fiends from this Contract,without the prior written consent of the Department. Section 13.02 Lobbying. Contractor shall comply with Tex. Gov. Code§556.0055,which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further,Contractor shall not use fiords paid under this Contract,either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of government,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state legislature,or for influencing or attempting to influence an officer or employee of any federal or state agency,a rneinber of Congress,an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation,renewal,amendment,or modification of any contract(31 USC§ 1352 and UGMS). If at any time this Contract exceeds$100,000 of federal funds,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract,a certification that none of the funds provided by Department have been or will be used for payment to lobbyists,and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. Contractor shall file the declaration,certification,and disclosure at the time of application for this Contract;upon execution of this Contract furless Contractor previously filed a declaration,certification, or disclosure form in connection with the award;and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration,certification, or disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager assigned to the Program Attachment. Contractor shall also comply,as applicable,with the Iobbying restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;2 CFR Part 225 (A-87)Appendix B section 24; 2 CFR§215.27 (A-110) and 2 CFR Part 220(A-21)Appendix A,subsection J.17 and J.28. Contractor shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its -subcontractors,if any,do not have nor shall Contractor or its subcontractors knowingly acquire or retain,any financial or other General Provisions(Core Subrecipient)2014(July 15,2013) 27 interest that would conflict in any manner with the performance of their obligations under this Contract, Potential conflicts of interest include,but are not Iimited to,an existing or potential business or personal relationship between Contractor(or subcontractor),its principal(or a member of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC,their commissioners or employees,or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain.If,at any tine during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest, Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10) days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten(10) days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13,04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attachment the name,address and telephone number of tine related party,]row the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage,common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor,for purposes of reporting transactions between related parties,includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars,which may include 45 CFR part 74,OMB Circ.No.A-110,2 CFR§ 215.42,and UGMS. Section 13.05 Intellectual Property. Tex. Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. a) "Intellectual property"means created property that maybe protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"work made for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire,Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and bold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter,and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas,as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. e) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,or otherwise use,and to authorize others to use, for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract;and(2)any rights of copyright to which a Contractor purchases ownership with contract funds. Contractor shall place an acknowledgment of federal awarding agency grant General Provisions(Core Subrecipient)2014(July 15,2013) 28 support and a disclaimer,as appropriate,on any publication written or published with such support and,if feasible,on any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from federal awarding a enc )"or"The project described Nvas supported by grant number from(federal awarding agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awarding g gency)." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and irrevocable license to reproduce,publish or otherwise use,and to authorize others to use,for DSHS,public health,and state governmental noncommercial purposes(1) the copyright,trademark,service mark,and/or patent on an invention,discovery,or improvement to any process,machine,manufacture,or composition of matter;products;technology;scientific information;trade secrets;and computer software,in any work developed under a grant,subgrant,or contract under a grant or subgrant; and(2)any rights of copyright,service or trade marks or patents to which a grantee,subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law,Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Otber Intangible Property. At the conclusion of the contractual relationship between Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,1JRLs, software licenses with a value of$500 or more,etc. Contractor shall inventory all such non-copyrightable intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid,the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted,proposed and accepted. Section 13.08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or,if sent by certified mail, on the date of receipt. Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other that they are entities fully familiar with transactions of the kind reflected by the contract documents,and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that(a)the General Provisions(Core Subrecipient) 2014 (July 15,2013) 29 Parties have expressly agreed will survive any such termination or expiration,or(b)remain to be performed or (c)by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion,the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13.14 Customer Service Information. If requested,Contractor shall supply such information as required by the Department to comply with the provisions of Tex.Gov. Code Chapter 2114 regarding Customer Service surveys. Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties,except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment; and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment term,as applicable,Contractor's written justification must include a reason for the delay in making the request, Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article, Contractor shall not perform or produce, and DSHS will not pay for the performance or production of, different or additional goods,services,work or products except pursuant to an amendment of this Contract that is exceuted in compliance with this section; and DSHS will not waive any term,covenant,or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a) contractor's contact person and contact information; b) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; C) cumulative budget transfers that exceed 25%among direct cost categories,other than the equipment category,of cost reimbursement contract Program Attachments of less than$100.000,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures;and e) a change in Contractor's share of the budget concerning non-DSHS funding other than program income and snatch,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS firnds. Contractor within ten(10)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification maybe by letter,fax or email. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or less among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be General Provisions(Core Subrecipient) 2014(July 15,2013) 30 made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories,other than the equipment category,that exceed 25%of Program Attachments of$100,000 or more,provided that the total budget amount is unchanged(This subsection sloes not apply to contracts funded by finding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget; e) changes in the equipment category of a previously approved equipment budget; f) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g.,foreign travel expenses,overtime premiums,membership fees;and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from or to the equipment category that equal or exceed 10%of any Program Attachment require an amendment to this Contract as described in tire,Amendment section of this Article). In order to request a revision of any of the enumerated provisions,Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised, Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 13.1$ Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indemnification. Contractor,as an independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers,and the federal government harmless and to indemnify them from any and all liability,suits,claims,losses,damages and judgments;and to pay all costs,fees,and damages to the extent that such costs,fees,and damages arise from performance or nonperforinance of Contractor,its employees,subcontractors,joint venture participants or agents under this Contract. Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,non-action or default under this Contract will not constitute a waiver of either Party's rights under this Contract. Section 13.21 Electronic and Information Resources Accessibility and Security Standards. As required by I Tex.Admin. Code Chapters 213 and 206,as a state agency,DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in 1 Tex.Admin.Code Chapter 213 and Website Accessibility Standards/Specifications specified in I Tex. Admin. Code Chapter 206(collectively EIR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance under this Contract includes the development,modification or maintenance of a website or other electronic and information resources for DSHS or for the public on behalf of DSHS,Contractor certifies that the website or other electronic and information resources comply with the EIR Standards. Contractor further certifies that any network hardware or software purchased or provided under this Contract has undergone independent General Provisions(Core Subrecipient)2014(July 15,2013) 31 certification testing for known and relevant vulnerabilities,in accordance with rules adopted by Department of Information Resources. Section 13.22 Force Majeure. Neither Party will be liable for any failure or delay in performing all or some of its obligations,as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party,including,but not limited to,extraordinarily severe weather,strikes,natural disasters,fire,civil disturbance,epidemic,war,court order,or acts of God, The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and,if applicable,for any reasonable period of time thereafter. required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.)and, as soon as practicable,must submit written notice with proof of receipt,of the existence of a force majeure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as an"Interim Contract"beyond the expiration date of the term of the Contract or Program Attachment(s),as applicable,under the following circumstances: (1)on or shortly prior to the expiration date of the Contract or Program Attachment, there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment; and(2)DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services(with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the terra of the Interim Contract,or both. The notice will include billing instructions and detailed information on how DSHS will fiord the goods or services to be procured during the Interim Contract term. The Interim Contract will terminate thirty(30)days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Department staff and,as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions.or inactions that constitute breach of contract include,but are not limited to,the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract,including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; e) failure by Contractor to provide a full accounting of funds expended under this Contract; t) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or General Provisions(Core Subrecipient) 2014 (July 15,2013) 32 h) Contractor is on or is added to the Excluded Parties List System(EPLS). Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may Investigate,audit and Impose or recommend imposition of remedies or Sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract, A state or federal statute,rule or regulation,or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline can be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract,including but not limited to compliance with applicable statutes,rules or regulations,the Department may take one or more of the following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inform Contractor of the termination no less than thirty(30)calendar days before the effective date of the termination in a notice of termination,except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination,the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily(1)discontinue performance of all or part of the Contract, and/or (2)discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension,pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance and/or incur allowable expenses.Contractor shall not bill DSHS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c) deny additional or fixture contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service,3)expend funds appropriately and at a rate that will make full use of the award,or 4)achieve local match,if required; e) disallow costs and credit for matching funds,if any,for all or part of the activities or action not in compliance; f) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance,if applicable, or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains finds billed by Contractor for(1)unallowable,undocumented,disputed, inaccurate, improper,or erroneous billings; (2)material failure to comply with Contract provisions; or (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained General Provisions(Core Subrecipient)2014(duly 15,2013) 33 fraudulently or upon the Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any funds paid under this Contract; i) request that Contractor be removed from the Centralized Master Bidders List(CMBL) or any other state bid list,and barred from participating in future contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor oil probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six(6)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor. Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely be conducted; I} require Contractor to obtain technical or managerial assistance; m) establish additional prior approvals for expenditure of funds by Contractor; n) require additional or more detailed, financial and/or-programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation, improper billing or accounting practices,or failure to comply with Contract terms; p) pursue a claim for damages as a result of breach of contract; q) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-Riiided clients or participants,or require removal of any employee,volunteer,officer or governing body member,if the employee,volunteer, officer or member of the governing body has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; i) withhold any payments to Contractor to satisfy any recoupment,liquidated damages,match insufficiency,or any penalty(if the penalty is permitted by statute)imposed by DSHS,and take repayment from funds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; s) reduce the Contract tern; t} recoup improper payments when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper Milling or accounting practices or failure to comply with Contract terms; U) assess liquidated damages; v) demand repayment of an amount equal to the amount of any match Contractor failed to provide, as determined by DSHS; w) impose other remedies,sanctions or penalties permitted by statute. Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced),stating the nature of the remedies and sanction(s),the reasons for imposing them,the corrective actions,if any,that must be taken before the actions will be removed and the time allowed for completing the corrective actions,and the method,if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment, Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan)or demonstrate in writing that the findings on which the remedies or sanction(s) are based are either invalid or do not warrant the remedies or sanctions). If Department determines that a remedy or sanction is warranted,unless the remedy or sanction is subject to review under a federal or state statute, regulation,rule, or guideline, Department's decision is final. Department will provide written notice to General Provisions(Core Subrecipient) 2014 (July 15,2013) 34 Contractor of Department's decision, If required by the Department,Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If fail repayment is not received within the time limit stated in the demand letter,and if recoupment is available,DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract. Section 14.04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny future contract awards, or delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action. An"emergency"is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health,welfare or safety, The direct adverse effect may be programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or perforinance measures; or b) Contractor is expending funds inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules§§ 4.11- 4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex, Gov Code Chapter 2260,subchapter B. To initiate the process,Contractor shall submit written notice,as required by subchapter B, to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260,subchapter B,are being invoked. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260,subchapter C. Section 15.03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter 2260, subchapter C, is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex. Gov. Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ.Prac. &Rem, Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. Section 15.05 Performance Not Suspended. Neither the occurrence of air event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor,in whole or in part. ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION General Provisions(Core Subrecipient)2014(July 15,2013) 35 Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terms section of the General Terms Article,Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments,all or a part of this Contract may be terminated with or without cause under this Article. Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor's costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination: Upon termination of this Contract or Program Attachment, as applicable,Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment,as applicable,to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract,Department and Contractor will be discharged from any further obligation created under the applicable terns of this Contract or the Program Attachment,as applicable,except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS,and except as provided in the Survivability of Terms section of the General Terns Article. Termination does not however, constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's(1) withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period; (2)withdrawal of the unobligated balance at the expiration of the term of a program attachment; (3) refusal to extend a program attachment or award additional funds to make a competing or noncompeting continuation,renewal,extension,or supplemental award; (4)non-renewal of a contract or program attachment at Department's sole discretion;or(5)voiding of a contract upon determination that the award was obtained fraudulently, or was otherwise illegal or invalid from inception. Section 16.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the other Party,except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services,Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if funds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human services agencies,amendments to the Appropriations Act,health and human services consolidations,or any disruption of current appropriated finding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension. Upon notification of temporary suspension,Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of the suspension. d) Department may terminate this Contract or a Program Attaclunent immediately when,in tine sole determination of Department,termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30)calendar days written notice to the other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other conduct that jeopardizes the Contract objectives,by General Provisions(Core Subrecipient) 2014(July 15,2013) 36 giving at-least thirty(30)calendar days written notice to Contractor, Such conduct may include one or more of the following: a) Contractor has failed to adhere to any laws,ordinances,ides,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to all official or employee of DSHS or HHSC for tine purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation fionn DSHS to participate in developing,drafting or preparing tine specifications, requirements or statement(s)of work or Solicitation Document on which this Contract is based in violation of Tex, Gov, Code§ 2155.004;or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code§§ 2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) if judgment for the payment of money in excess of$50,000(that is not covered by insurance)is rendered by any court or governmental body against Contractor,and Contractor does not(a) discharge the judgment,or(b)provide for its discharge in accordance with its terms,or(c)procure a stay of execution within thirty(30)calendar days from the date of entry of the judgment, or(d)if the execution is stayed,within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed,appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under Generally Accepted Accounting Principles; S) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under-any provision of any bankruptcy,reorganization,arrangement,insolvency,readjustment of debt,dissolution, receivership or liquidation law of any jurisdiction then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization,arrangement,insolvency, readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30)calendar days;or 10) Contractor consents to the appointment of a receiver,trustee,or liquidator of Contractor or of all or any part of its property; General Provisions(Core Subrecipient) 2014(July 15,2013) 37 h) Contractor's management system does not meet the UGMS management standards; or i) Any required license,certification,pennit,registration or approval required to conduct Contractor's business or to perfonn services under this Contract is not obtained or is revoked,is surrendered, expires,is not renewed,is inactivated or is suspended. General Provisions(Core Subrecipient) 2014(July 15,2013) 38 Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void,or is suspended,or is tenminated for cause is not eligible for expansion of current contracts,if any,or new contracts or renewals until,in the case of suspension or termination,the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally,if this Contract is found to be void,any amount paid is subject to repayment. Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code§ 2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds, Contractor may request an administrative hearing under Tex. Gov. Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment) on its own terms,Contractor shall cease services under this Contract or Program Attachment;and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary,to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attaclunent termination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers,as needed. Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachment is terminated or has expired. Upon termination,expiration(with no renewal) or non- renewal of this Contract or a Program Attachment,Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18.03 Deadline for Closeout. Contractor shall submit all financial,performance,and other Closeout reports required under this Contract within sixty(60)calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article,the Department is not liable for any claims that are not received within sixty (60)calendar clays after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terns of this Contract constitute a debt to the Department and will result in a refund due,which Contractor shall pay within the time period established by the Department. General Provisions(Core Subrecipient)2014 (July 15,2013) 39 Section 18,05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds,corrections,or other transactions. General Provisions(Core Subrecipient) 2014(July 15,2013) 40 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2014-001398-00 ,Fy, This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Corpus Christi Public Health District (Contractor), a Governmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2. Total Amount: The total amount of this Contract is$83,173.00. 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract: This Contract begins on 09101/2013 and ends on 08/3112014. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. 5. Authority: DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Program Name: TB/PC-STATE Tuberculosis Prevention and Control-State 7. Statement of Work: A. PROVISION OF SERVICES: Contractor shall develop and provide basic services and associated activities for tuberculosis (TB) prevention and control, and expanded outreach services to individuals of identified special populations (as directed by DSHS)who have TB and/or who are at high risk of developing TB. Contractor shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8. "Service Area" of this contract. Contractor shall provide these services in compliance with the following: • DSHS' most current version of the Standards of Performance for the Prevention and Control of Tuberculosis, available at http:/Iwww.dshs.state.tx.us/IDCU/disease/tb/publications/SOP-2008-final.doc; • DSHS Standards for'Public Health Clinic Services, Revised August 31, 2004 available at http:// www.dshs.state.tx.us/qmb/dshsstndrds4cfinicservs.pdf, • DSHS' TB Policy and Procedures Manual, available at http://www.dshs.state.tx.us/idcu/disease/tb/publications/; • American Thoracic Society (ATS) and Centers for Disease Control and Prevention (CDC)joint statements on diagnosis, treatment and control of TB available at http://www.cdc.gov/mmwr/preview/mmwrhtmi/rr52l l a1.htm; • Diagnostic Standards and Classification of Tuberculosis in Adults and Children, (American Journal of Respiratory and Critical Care Medicine, Vol. 161, pp. 1376-1395, 2000) at http://ajrcem.atsjournals.orgtcgilcontent/full/l 61/4/1376; • Treatment of Tuberculosis, (ATS/CDC/IDSA), 2003 available at http://www.cdc.gov/mmwr/preview/mmwrhtm[/rr5211 al.htm; • Targeted Tuberculin Testing and Treatment of Latent TB Infection (LTBI), Morbidity and Mortality Weekly Report, Vol.49, No. RR-6, 2000 at http://www.cdc.govlmmwrlpreviewlmmwrhtmi/rr4906al.htm; • Updated: Adverse Event Data and Revised American Thoracic Society/CDC Recommendations Against the.Use of Rifampin and Pyrazinamide for Treatment of Latent Tuberculosis Infection-- United States, 2003, MMWR 52 (No. 31) at http:l/www.eclipsconsult.com/eclips/article/Pulmonary%20Disease/S8756-3452(08)70243-3; • Controlling Tuberculosis in the United States, MMWR, Vol. 54, No. RR-12, 2005 at http://www.cdc.gov/mmwr/preview/mmwrhtmi/rr5412a1.htm; • Guidelines for the Prevention and Treatment of Opportunistic Infections Among HIV-Exposed and HIV-Infected Children at http://www.cdc.gov/mmwr/pdf/rr/rr58eO826.pdf, • Guidelines for Prevention and Treatment of Opportunistic Infections in HIV-Infected Adults and Adolescents at http://www.cdc.gov/mmwr/pdf/rr/rr58e324.pdf; and • Updated Guidelines on Managing Drug Interactions in the Treatment of HIV-Related Tuberculosis at http://www.cdc.gov/tblpublications/guidelines/TB_HIV Drugs/default.htm. Contractor shall comply with all applicable federal and state regulations and statues, including, but not limited to, the following: • Texas Tuberculosis Code, Health and Safety Code, Chapter 13, subchapter B; • Communicable Disease Prevention and Control Act, Health and Safety Code, Chapter 81; • Screening and Treatment for Tuberculosis in Jails and Other Correctional Facilities, Health and Safety Code, Chapter 89; • Texas Administrative Code TAC, Title 25, Part 1, Chapter 97, Subchapter A, Control of Communicable Diseases; and • Texas Administrative Code TAC, Title 25, Part 1, Chapter 97, Subchapter H, Tuberculosis Screening for Jails and Other Correctional Facilities. All references to TB cases or suspected TB cases refer to active TB disease unless otherwise stated. All references to latent TB infection (LTBI) refer to the condition where infection has occurred but there has not been progression to active TB disease. Contractor shall monitor and manage its usage of anti-tuberculosis medications and testing supplies furnished by DSHS in accordance with first-expiring-first-out (FEFO) principles of inventory control to minimize waste for those products with expiration dates. On a monthly basis, the Contractor shall perform a count of its inventory of anti-tuberculosis medications and tuberculosis testing supplies furnished by DSHS and reconcile the quantities by product and lot number found by this direct count with the quantities by product and lot number listed in the electronic inventory management system furnished by DSHS. All these tasks shall be performed by the Contractor using the database and procedures designated by DSHS. Contractor shall perform all activities under this Program Attachment in accordance with Contractor's final, approved work plan (attached as Exhibit A), and detailed budget as approved by DSHS. Contractor must receive written approval from DSHS before varying from applicable policies, procedures, protocols, and the final approved work plan, and must update its implementation documentation within forty-eight (48) hours of making approved changes so that staffs working on activities under this contract are made aware of the change(s). Use of Funds: Contractor will be subject to adjustments in award amounts based on changes to the number of clients served, utilization of funds, or other factors, as directed by DSHS. Contractor shall provide a match of no less than 20% of the total budget reflected in the Program Attachment. Contractor shall provide match at the required percentage or DSHS may withhold payments use administrative offsets, or request a refund from Contractor until such time as the required match ratio is met. No federal or other grant funds can be used as part of meeting the match requirement. Contractor shall not use DSHS funds or matching funds (including in-kind contributions)for: 1.Food; 2.Incentives; 3.Entertainment; or 4.Sectarian worship, instruction, or prose lytization. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS Program will monitor Contractor's expenditures on a quarterly basis. If expenditures are below those projected in Contractor's total Program Attachment amount, Contractor's budget may be subject to a decrease for the remainder of the Program Attachment term. Vacant positions existing after ninety(90) days may result in a decrease in funds. B. REPORTING: Due to the inherent time to complete treatment for tuberculosis disease and latent tuberculosis infection in relation to the period of the Program Attachment, required reporting under this Program Attachment will show results for work performed under previous Program Attachments. Contractor shall provide a complete and accurate annual narrative report covering the period from January to December 2013 (inclusive), in the format provided by DSHS, demonstrating compliance with the requirements of the program attachments in place during that time period. The report shall include, but is not limited to, a detailed analysis of performance related to the performance measures listed in the applicable Program Attachments. The narrative report is due February 14, 2014, and shall be sent to the Department of State Health Services, Tuberculosis Services Branch, Mail Code 1873, 4110 Guadalupe, PO Box 149347, Austin, Texas 78714-9347 via regular mail, or by fax to (512)371-4675, or e-mail to TBContractReporting @dshs.state.tx.us. See Programmatic Reporting Requirements sectino for required reports. Contractor shall maintain the documentation used to calculate performance measures as required by the General Provisions Article VIII 'Records Retention"and by the Texas Administrative Code Title 22, Part 9 Chapter 165, §165.1 regarding the retention of medical records. Contractor shall send all initial reports of confirmed and suspected TB cases to DSHS within seven (7) working days of identification or notification. Updates to initial DSHS Report of Cases and Patient Services Form (TB-400) (e.g., diagnosis, medication changes, x-rays, and bacteriology)and case closures shall be sent within thirty(30)calendar days from when a change in information in a required reporting field occurs to DSHS at 4110 Guadalupe, Mail Code 1873, PO Box 149347,Austin, Texas 78714-9347. Contractor shall send an initial report of contacts on all Class 3 TB cases and smear-positive Class 5 TB suspects within thirty (30) days of identification using DSHS Report of Contacts Form (TB-340 and TB-341). New follow-up information (not included in the initial report) related to the evaluation and treatment of contacts shall be sent to DSHS on the TB-340 and TB-341 at intervals of ninety (90) days, 120 days, and two (2)years after the day Contractor became aware of the TB case. Electronic reporting to DSHS for Class 3 TB cases, smear positive Class 5 TB suspects, and their contacts may become available during the term of this Program Attachment. Contractor may avail itself of this option if it adheres to all the electronic reporting requirements (including system requirements) provided at that time. Contractor will determine and report annually the number of persons which receive at least one (1) TB service including but not limited to tuberculin skin tests, chest radiographs, health care worker services, or treatment with one or more anti-tuberculosis medications. Contractor shall evaluate and monitor Class B immigrants and when needed place them on appropriate prophylaxis for successful completion of treatment. Immigrant notifications shall be obtained through the Electronic Disease Notification (EDN)system. The TB Follow-up Worksheet in EDN shall be completed for all immigrants whose notification was obtained through EDN. Contractor shall evaluate refugees and other at-risk clients referred by the Refugee Health Program for further clinical evaluation and when needed place those refugees on appropriate prophylaxis and monitor them for successful completion of treatment. The TB Worksheet in EDN shall be completed on refugees and other at-risk clients who are reported through EDN. PERFORMANCE MEASURES: The following performance measures will be used to assess, in part, Contractor's effectiveness in providing the services described in this Contract, without waiving the enforceability of any of the other terms of the Contract or any other method of determining compliance: 1. Cases, and suspected cases, of TB under treatment by Contractor shall be placed on timely and appropriate Directly Observed Therapy(DOT). If data indicates a compliance rate for this Performance Measure of less than 90%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 2. Newly diagnosed TB cases that are eligible*to complete treatment within 12 months shall complete therapy within 365 days or less; Exclude TB cases 1) diagnosed at death, 2)who die during therapy, 3)who are resistant to Rifampin, 4) who have meningeal disease, and/or 5)who are younger than 15 years with either miliary disease or a positive blood culture for TB. If data indicates a compliance rate for this Performance Measure of less than 85%, then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 3. TB cases with initial cultures positive for Mycobacterium tuberculosis complex shall be tested for drug susceptibility and have those results documented in their medical record. If data indicates a compliance rate for this Performance Measure of less than 97.4%, then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 4. Newly-reported cases of TB with Acid-fast Bacillis (AFB) positive sputum culture results will have documented conversion to sputum culture-negative within 60 days of initiation of treatment. If data indicates a compliance rate for this Performance Measure of less than 45%, then DSHS may (at its sole discretion) require additional measures be taken by contractor to improve the percentage, on a timeline set by DSHS; 5. Newly-reported TB cases shall have an HIV test performed (unless they are known HIV- positive, or if the patient refuses)and shall have positive or negative HIV test results reported to DSHS according to the reporting schedule provided in Section 1, B herein. If fewer than 80% of newly reported TB cases have a result of an HIV test reported, then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 6. Newly-reported suspected cases of TB disease shall be started in timely manner on the recommended initial 4-drug regimen. If fewer than 93.2% of newly-reported TB cases are started on an initial 4-drug regimen in accordance with this requirement, then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; -7. Newly-reported TB patients with a positive AFB sputum-smear result shall have at least three contacts identified as part of the contact investigation that must be pursued for each case. If data indicates a compliance rate for this Performance Measure of less than 90%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 8. Newly-identified contacts, identified through the contact investigation, that are associated with a sputum AFB smear-positive TB case shall be evaluated for TB infection and disease. If data indicates a compliance rate for this Performance Measure of less than 81.5%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 9. Contacts, identified through the contact investigation, that are associated with a sputum AFB smear-positive case and that are newly diagnosed with latent TB infection (LTBI) shall be started on timely and appropriate treatment. If data indicates a compliance rate for this Performance Measure of less than 65%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 10. Contacts, identified through the contact investigation, that are associated with a sputum AFB smear-positive case that are newly diagnosed with LTBI and that were started on treatment shall complete treatment for LTBI as described in Targeted Tuberculin Testing and Treatment of Latent TB Infection (LTBI), Morbidity and Mortality Weekly Report, Vol. 49, No. RR-6, 2000, and according to the timelines given therein. If data indicates a compliance rate for this Performance Measure of less than 45%, then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 1.1. Newly-reported TB patients that are older than 12-years-old and that have a pleural or respiratory site of disease shall have sputum AFB-culture results reported to DSHS according to the timelines for reporting initial and updated results given herein. If data indicates a compliance rate for this Performance Measure of less than 89.5%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; and 12. All reporting to DSHS shall be completed as described in Section I, B-Reporting and submitted by the deadlines given. If Contractor fails to meet any of the performance measures, Contractor shall furnish in the narrative report, due February 14, 2014, a written explanation including a plan (with schedule) to meet those measures. This requirement does not excuse any violation of this Contract, nor does it limit DSHS as to any options available under the contract regarding breach. BILLING INSTRUCTIONS: Contractor shall request payment electronically through the Contract Management and Procurement System (CMPS)with acceptable supporting documentation for reimbursement of the required services/deliverables. Billing will be performed according to CMPS instructions found at the following link http:l/www.dshs.state.tx.us/cmps/. For assistance with CMPS, please email CMPS @dshs.state.tx.us or call 1-855-312-8474. B. Service Area Nueces County This section intentionally left blank. 10. Procurement method: Non-Competitive Interagencylinterlocal GST-2012-Solicitation-00061 FY14 TB State 11. Renewals: Number of Renewals Remaining: 0 Date Renewals Expire: 08131/2014 12. Payment Method: Cost Reimbursement 13. Source of Funds: STATE 14. DUNS Number: 069457786 15. Proarammatic Renortina Reauirements: Report Name Frequency Period Begin Period End Due Date Annual Report Annually January 1, 2013 December 31, February 14, 2013 2014 16. Special Provisions General Provisions, Article III. Funding, Section 3.06 Nonsupplanting, is revised to include the following: Funding from this Contract shall not be used to supplant (i.e., used in place of funds dedicated, appropriated or expended for activities funded through this Contract) state or local funds, but Contractor shall use such funds to increase state or local funds currently available for a particular activity. Contractor shall maintain local funding at a sufficient rate to support the local program. If the total cost of the project is greater than DSHS' share set out in SECTION VII. BUDGET, Contractor shall supply funds for the remaining costs in order to accomplish the objectives set forth in this Contract. All revenues directly generated by this Contract or earned as a result of this Contract during the term of this Contract are considered program income; including income generated through Medicaid billings for TB related clinic services. Contractor may use the program income to further the scope of work detailed in this Contract, and must keep documentation to demonstrate such to DSHS's satisfaction. This program income may not be used to take the place of existing local, state, or federal program funds. General Provisions,Article XIII. General Terms, Section 13.15 Amendment, is amended to include the following: Contractor must 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 Program Attachment. 17. Documents Forming Contract. The Contract consists of the following: a. Contract (this document) 2014-001398-00 b. General Provisions Subrecipient General Provisions c. Attachments Budgets d. Declarations Certification Regarding lobbying, Fiscal Federal Funding Accountability and Transparency Act(FFATA)Certification e. Exhibits Exhibit A Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: City of Corpus Christi Vendor Identification Number: 17460005741 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and I have read and agree to all parts of the contract, including any attachments and addendums. Department of State Health Services Corpus Christi Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1100 West 49th Street Address Address Austin, TX 787-4204 City, State, Zip City, State, Zip Telephone Number Telephone Number E-mail Address E-mail Address Fiscal Year 2014 Department of State Health Services Contract General Provisions (CorelSubrecipient) ARTICLE I COMPLIANCE AND REPORTING...............................................................................................5 Section 1.01 Compliance with Statutes and Rules. .........................................................................................5 Section 1.02 Compliance witli Requirements of Solicitation Document. .....................................................5 Section 1.03 Reporting. .....................................................................................................................................5 Section 1.04 Client Financial Eligibility. .........................................................................................................5 Section 1.05 Applicable Contracts Law and Venue for Disputes. .................................................................5 Section 1.06 Applicable Laws find Regulations Regarding Funding Sources. .............................................5 Section 1.07 Statutes and Standards of General Applicability. ....................................................................6 Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts.........................7 Section 1.09 Civil Rights Policies and Complaints. ........................................................................................8 Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. .............................................8 Section 1.11 Funding Obligation. ....................................................................................................................9 ARTICLEII SERVICES..................................................................................................................I....................1.19 Section 2.01 Education to Persons in Residential Facilities. .........................................................................9 Section 2.02 Disaster Services. .........................................................................................................................9 Section 2,03 Consent to Medical Care of a Minor. .........................................................................................9 Section 2.04 Telemedicine Medical Services. ..................................................................................................9 Section 2.05 Fees for Personal Health Services..............................................................................................10 Section 2.06 Cost Effective Purchasing of Medications. ..............................................................................10 Section 2.07 Services and Information for Persons with Limited English Proficiency...............................10 ARTICLE III FUNDING.........................................................................................................................................10 Section 3.01 Debt to State and Corporate Status. ........................................................................................10 Section 3.02 Application of Payment Due. ....................................................................................................10 Section3.03 Use of Funds. ..............................................................................................................................10 Section 3.04 Use for Match Prohibited. .........................................................................................................11 Section3.05 Program Income. .......................................................................................................................11 Section 3.06 Nonsupplauting. .........................................................................................................................11 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS..........................................................................11 Section4.01 Payment Methods. .....................................................................................................................11 Section 4.02 Billing Submission. ....................................................................................................................11 Section 4.03 Final Billing Submission. ..........................................................................................................II Section 4.04 Working Capital Advance. .......................................................................................................12 Section4.05 Third Party Payors. ...................................................................................................................12 ARTICLE V 'TERIIZS AND CONDITIONS OF PAYMENT..............................................................................12 Section 5.01 Prompt Payment. .......................................................................................................................12 Section5.02 Withholding Payments. .............................................................................................................12 Section 5.03 Condition Precedent to Requesting Payment. .........................................................................12 Section 5.04 Acceptance as Payment in Full. ................................................................................................13 ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS...........................................................13 Section 6.01 Allowable Costs. .........................................................................................................................13 Section 6.02 Independent Single or Program-Specific Audit. .....................................................................14 Section6,03 Submission of Audit. ................................................................................................................14 ARTICLE VII CONFIDENTIALITY.................................................................................................................14 Section 7.01 Maintenance of Confidentiality. ...............................................................................................14 Section 7.02 Department Access to PHI and Other Confidential Information..................................15 General Provisions(Core Subrecipient) 2014 (July 15,2013) 1 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 7.03 Exchange of Client-Identifying Information.............................................................................15 Section 7.04 Security of Patient or Client Records. .....................................................................................15 Section 7.05 HIV/AIDS Model Workplace Guidelines. ...............................................................................15 ARTICLEVIII RECORDS RETENTION...........................................................................................................IS Section 8.01 Retention. ...................................................................................................................................15 ARTICLE IX ACCESS AND INSPECTION.........................................................................................................16 Section 9.01 Access. .........................................................................................................................................16 Section 9.02 State Auditor's Office. ...............................................................................................................16 Section 9.03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. ............................................................................ . ................................17 Section 10.03 Litigation. ........................................................:..........................................................................17 Section 10.04 Action Against the Contractor. ................................................................................................17 Section 10.05 Innsohvenncy. ..................................................................................................................................17 Section 10.06 Misuse of Fluids and Performance Malfeasance. ....................................................................17 Section 10.07 Criminal Activity and Disciplinary Action. .............................................................................18 Section 10.08 Retaliation Prohibited. ..............................................................................................................18 Section 10.09 Documentation. ..........................................................................................................................18 ARTICLE XI ASSURANCES AND CERTIFICATIONS....................................................................................18 Section 11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinquencies. ...................................................................................................19 Section 11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited. in connection with this Contract............................................19 Section 11.05 Ineligibility to Receive the Contract. ..............:........................................................................19 Section 11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of Work. .........................................................................................20 ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR................................................20 Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .........................................................................................20 Section 12.03 Insurance. ...................................................................................................................................21 Section 12.04 Fidelity Bond. .............................................................................................................................21 Section12.05 Liability Coverage. ....................................................................................................................21 Section 12.06 Overtime Compensation. ..........................................................................................................21 Section 12.07 Program Site. .............................................................................................................................22 Section12.08 Cost Allocation Plan. .................................................................................................................22 Section 12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(HUBs)..........................................................................22 Section12.11 Bnny Texas. ..................................................................................................................................22 Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. ....................................................22 Section 12.13 Status of Subcontractors. ..........................................................................................................24 Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. ..........................................................24 Section 12.15 Independent Contractor. ...........................................................................................................24 Section12.16 Authority to Bind. ......................................................................................................................24 Section 12.17 Tax Liability. ..............................................................................................................................24 Section 12.18 Notice of Organizational Change. ............................................................................................24 Section 12.19 Quality Management. ................................................................................................................25 Section 12.20 Equipment(Including Controlled Assets). ..............................................................................25 Section 12.21 Supplies. ......................................................................................................................................25 General Provisions(Core Subrecipient)2014(July 15,2013) 2 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core1Subrecipient) Section 12.22 Changes to Equipment List. .....................................................................................................26 Section 12.23 Property Inventory and Protection of Assets. .........................................................................26 Section12.24 Bankruptcy. ................................................................................................................................26 Section 12.25 Title to Property. .......................................................................................................................26 Section 12.26 Property Acquisitions. ...............................................................................................................26 Section 12.27 Disposition of Property. ............................................................................................................26 Section 12.28 Closeout of Equipment. .............................................................................................................27 Section 12.29 Assets as Collateral Prohibited. ................................................................................................27 ARTICLEXHI GENERAL TERMS....................................................................................................................27 Section 13.01 Assignment...................................................................................................................................27 Section13.02 Lobbying. ....................................................................................................................................27 Section 13.03 Conflict of Interest. ....................................................................................................................27 Section 13.04 Transactions Between Related Parties. ....................................................................................28 Section13.05 Intellectual Propertyj.. .................................................................................................................28 Section 13.06 Other Intangible Property. .......................................................................................................29 Section 13.07 Severability and Ambiguity. .....................................................................................................29 Section13.08 Legal Notice. ...............................................................................................................................29 Section 13.09 Successors. ..................................................................................................................................29 Section13.10 Headings. ....................................................................................................................................29 Section 13.11 Parties. ........................................................................................................................................29 Section 13.12 Survivability of Terms. ..............................................................................................................29 Section13.13 Direct Operation. .......................................................................................................................30 Section 13.14 Customer Service Information. ................................................................................................30 Section 13.15 Amendment. ...............................................................................................................................30 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................30 Section 13.17 Co ractor's Request for Revision of Certain Contract Provisions. .....................................30 Section13.18 Immunity Not waived. ..............................................................................................................31 Section 13.19 Hold Harmless and Indemnification. .......................................................................................31 Section 13.20 waiverr. ......................................................,....................,..........................................,...............,.31 Section 13.21 Electronic and Information Resources Accessibility and Security Standards. ...................31 Section 13.22 Force Majeure. ...........................................................................................................................32 Section 13.23 Interim Contracts. .....................................................................................................................32 Section13.24 Cooperation and Communication. ...........................................................................................32 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE........................32 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................32 Section 14.02 General Remedies and Sanctions. ............................................................................................33 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................34 Section14.04 Emergency Action. ....................................................................................................................35 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT'............................................................................135 Section 15.01 Breach of Contract Claim. ........................................................................................................35 Section15.02 Notice. .........................................................................................................................................35 Section 15.03 Sole Remedi.. ..............................................................................................................................35 Section 15.04 Condition Precedent to Suit. .....................................................................................................35 Section 15.05 Performance Not Suspended. ............................................................ . ..................................35 ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION...........................................................35 Section 16.01 Expiration of Contract or Program Attachment(s). ...............................................................36 Section 16.02 Effect of Termination. Contract. .............................................................................................36 Section 16.03 Acts Not Constituting Termination. .........................................................................................36 Section 16.04 Termination or Temporary Suspension\without Cause..........................................................36 Section16.05 Termination For Cause. ............................................................................................................36 General Provisions(Core Subrecipient)2014(July 15,2013) 3 Fiscal Year 2014 Department of State Health Services Contract General Provisions (CorelSubrecipient) Section 16.06 Notice of Termination. ..............................................................................................................39 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................39 Section17.01 Void Contracts. ..........................................................................................................................39 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. ......................................39 Section 17.03 Appeals Rights. ..........................................................................................................................39 ARTICLEXVIII CLOSEOUT...............................................................................................................................39 Section 18.41 Cessation of Services At Closeout. ...........................................................................................39 Section 18.02 Administrative Offset. ...............................................................................................................39 Section 18.03 Deadline for Closeout. ...............................................................................................................39 Section 18.04 Pa`ntent of Refunds. .................................................................................................................39 Section18.05 Disallowances and Adjustments. ..............................................................................................40 General Provisions(Core Subrecipient) 2014(July 15,2013) 4 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply,and shall require its subcontractor(s)to comply,with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,rules,and executive orders,as such statutes,regulations, rules,and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,rules or executive orders,the terms of this Contract will control. Contractor further agrees that,upon notification from DSHS,Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the tern of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachnnent(s),Contractor shall comply with the requirements,eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if airy, (including any revised or additional terns agreed to in writing by Contractor and DSHS prior to execution of this Contract)for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document, The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS.Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and remedies,and,if appropriate,emergency action; and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial Eligibility. Where applicable, Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1.05 AppIicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,performance,interpretation,and any issues that may arise in any dispute between the Parties,this Contract will be governed by,and construed in accordance with,the laws of the State of Texas. In the event of a dispute between the Parties,venue for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable,federal statutes and regulations,including federal grant requirements applicable to funding sources,will apply to this Contract. Contractor agrees to comply with applicable laws,executive orders,regulations and policies,as well as Office of Management and Budget(OMB) Circulars(as codified in Title 2 of the Code of Federal Regulations),the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov. Code Chapter 783,and Uniform Giant Management Standards(UGMS),as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Services Division. UGMA and UGMS can be located through web links on the DSHS website at http://ivww.dslis.state.tx.us/contracts/litiks.slitiii. Contractor also shall comply with all applicable federal and state assurances contained in UGMS, Part Ill, State Uniform Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable, Contractor shall comply with tine Federal awarding agency's Common Rule,and the U.S.Health and Human Services Grants Policy Statement,both of which may be General Provisions (Core Subrecipicnt) 2014(July 15,2013) 5 located through web links on the DSHS website at littp://Nvww.dshs.state.tx.tis/contracts/links.stitni, For contracts funded by block grants,Contractor shall comply with Tex. Gov. Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies. To the extent applicable to Contractor,Contractor shall comply with the following: a) the following statutes,rules,regulations,and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs,benefits or activities or denial of any aid, care, service or other benefit on the basis of race,color,national origin, limited English proficiency,sex,sexual orientation(where applicable), disabilities,age,substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC§§2000d et seq.;2)Title IX of the Education Amendments of 1972120 USC§§ 1681- 1683,and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973,29 USC §794(a);4)the Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.; 5)Age Discrimination Act of 1975,42 USC §§6101-6107; 6) Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC§290dd(b)(1); 7)45 CFR Parts 80, 84, 86 and 91; 8)US.Department of Labor,Equal Employment Opportunity E.O. 11246; 9)Tex. Lab.Code Chapter 21; 10)Food Stamp Act of 1977(7 USC §200 et seq.; 11) Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12)Drug Abuse Office and Treatment Act of 1972,21 USC §§ 1101 et seq.,relating to drug abuse; 13)Public Health Service Act of 1912,§§ 523 and 527,42 USC§290dd-2,and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 14)Title V111 of the Civil Rights Act of 1968,42 USC§§ 3601 et seq.,relating to nondiscrimination in housing; and 15) DSHS Policy AA- 5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986, 8 USC§ 1324a,and Immigration Act of 1990, 8 USC 1101 ct seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c) Pro-Children Act of 1994,20 USC§§ 6081-6084,and the Pro-Children Act of 2001,20 USC § 7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§ 289a-1 et seq.,and 6601 (PL 93-348 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-28,which limits the political activity of employees whose employment is funded with federal funds; f) Fair Labor Standards Act,29 USC §§201 et seq.,and the Intergovernmental Personnel Act of 1970, 42 USC§§4701 et seq.,as applicable,concerning minimum.wage and maximum hours; g) Tex. Gov. Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex. Lab. Code Chapters 401-406 and 28 Tex.Admin. Code Part 2,regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC § 263a,regarding the regulation and certification of clinical laboratories; j) The Occupational Safety and Health Administration Regulations oil Blood Borne Pathogens,29 CFA § 1910.1030,or Title 25 Tex. Admin. Code Chapter 96 regarding safety standards for handling blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC§§2131 et sett.,pertaining to the treatment of laboratory animals; 1) environmental standards pursuant to the following: 1) Institution of environmental quality control measures under the National Environmental Policy Act of 1969,42 USC§§4321-4347 and Executive Order 11514(35 Fed. Reg.4247),"Protection and Enhancement of Environnicntal Quality;"2) General Provisions(Core Subrecipient) 2014(July 15,2013) 6 Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3)Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed. Reg.26951 and,if applicable,flood insurance purchase requirements of Section 102(x) of the Flood Disaster Protection Act of 1973 (PL 93-234);5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6)Federal Water Pollution Control Act,33 USC§1251 et seq.;7)Protection of underground sources of drinking water tinder the Safe Drinking Water Act of 1974,42 USC§§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC§§ 1531 et seq.; 9)Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC§§7401 et seq.; 10)Wild and Scenic Rivers Act of 1968 (16 USC §§ 1271 et seq.)related to protecting certain rivers system;and 11)Lead-Based Paint Poisoning Prevention Act (42 USC §§4801 et seq.)prohibiting the use of lead-based paint in residential construction or rehabilitation; in) Intergovernmental Personnel Act of 1970(42 USC§§4278-4763)regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 CFR Part 900,Subpart F); n) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§276a to 276a-7),the Copeland Act(40 U.S.C. §276c and 18 USC § 874),and the Contract Work Hours and Safety Standards Act(40 USC§§ 327-333),regarding labor standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966, §106(16 USC §470),Executive Order 11593,and the Archaeological and Historic Preservation Act of 1974(16 USC §§469a-I ct seq.)regarding historic property to the extent necessary to assist DSHS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No.A-133,"Audits of States,Local Governments,and Non-Profit Organizations;" r) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104); s) Executive Order,Federal Leadership on Reducing Text Messaging While Driving,October 1,2009,if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement,additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government;and certain additional provisions will apply to such Contractors. a) Tire following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts: 1) Hold Harrnless and Indemnification, Section 13.19; 2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete the word "employees"in the fourth sentence; the remainder of the section applies); 3) Insurance, Section 12.03; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; General Provisions (Core Subrecipient) 2014(July 15,2013) 7 6) Historically Underutilized Businesses,Section 12.10(Contractor,however,shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status,Section 3.01; 8) Application of Payment Due,Section 3.02;and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts only). b) Tile following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government;and(3) the services,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the Iowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex.Health& Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract, c) The following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interlocal Cooperation Act,Tex. Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission(HHSC) Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance finder this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to— Civil Rights Office Health and Human Services Commission 701 W. 51st St.,Mail Code W206 Austin,Texas 78751 (888)388-6332 or(512)438-4313 TTY Toll-free(877)432-7232 HHSCivilRightsOffice a lrhse.state.tx.us Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,permits,registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,permit,registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active status all licenses, certifications,permits,registrations and approvals required to perform their duties under this Contract General Provisions(Core Subrecipient) 2014(July 15,2013) 8 and shall prohibit any person who does not hold a current,active required license,certification,permit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation. This Contract is contingent upon the availability of funding.If funds become unavailable through lack of appropriations,.budget cuts, transfer of funds between programs or health and Duman services agencies, amendment of the Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. ARTICLE 11 SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons,who are housed in Department-licensed and/or-funded residential facilities and who are tiventy-two (22)years of age or younger,have access to educational services as required by Tex.Educ. Code§29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code§ 29.012 not later than the third calendar day after the date a person who is twenty-two(22)years of age or younger is placed in Contractor's residential facility. Section 2.02 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 as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DSHS in providing services,as appropriate,in the following areas: community evacuation; health and medical assistance; assessment of health and medical needs;health surveillance;medical care personnel;health and medical equipment and supplies;patient evacuation; in-hospital care and hospital facility status;food,drug, and medical device safety;worker health and safety;mental health and substance abuse;public health information; vector control and veterinary services; and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency,be cost-effective,and be least intrusive on Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under this Contract,either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fain. Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex. Fam. Code Chapter 32,federal law supersedes state law. Section 2.04 Telentedicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatty that the services are implemented in accordance with-%vritten procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing telemedicine service must include the following requirements: a) clinical oversight by Contractor'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 licenses; General Provisions(Core Subrecipient) 2014(July 15,2013) 9 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; 1r) 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 Rule§448.911. Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex. Health&Safety Code§ 12.032, DSHS Rule§191 covering Nees for Personal Health Services,and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be accounted for as Program Income in accordance with the DSHS Contractor's Financial Procedure Manual. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. Section 2.07 Services and Information for Persons with Limited English Proficiency. Contractor 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. Contractor 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. Contractor shall make every effort to avoid use of any persons under the age of eighteen(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. ARTICLE HI FUNDING Section 3.01 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 Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor,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 tinder Texas law(Tex. Tax Code§§ 171.001 et seq.). Contractor, if a corporation,further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term,all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in kill. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 Use of Funds, Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. General Provisions(Core Subrecipient) 2014(July 15,2013) 10 Section 3.04 Use for Match Prohibited. Contractor shall not use funds provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attaclnnent and/or earned only as a result of a Program Attachment during the term of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract,Contractor shall use the addition alternative,as provided in UGMS §_.25(g)(2),for the use of program income to further the program objectives of the state or federal statute under which the Program Attachment was made,and Contractor shall spend the program income on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions,the Contractor's Financial Procedures Manual located at lrttp://rvrvw.dshs.state.tx.us/contracts/cfpni.shtm and the provisions of the Program Attachment(s). Contractor shall expend program income during the Program Attachment term and may not carry foi ward to any succeeding terra. Contractor shall refixnd program income not expended in the term in which it is earned to DSHS. DSHS may base fixture funding levels,in part,upon Contractor'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. Section 3.06 Nonsupplanting. Contractor shall not supplant(i.e.,use fiends from this Contract to replace or substitute existing funding from other sources that also supports the 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, Contractor shall make a good faith effort to maintain its current level of support. Contractor 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 IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attacbment(s),the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attachrnent(s)and acceptable submission of a request for reimbursement; or 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,as stated in the Program Attaclrnrent(s)and acceptable submission of all required documentation,forms and/or reports. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachment(s)or permitted under the Third Party Payors section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department,Contractor shall submit a reimbursement or payment request as a final close-out bill not later than sixty(60)calendar days following the end of the term of the Program Attachment for goods received and services rendered during the term. if necessary to meet this deadline,Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than sixty(60) calendar days following the end of the applicable term will not be paid. Consideration of requests for an exception will be made on a case-by-ease basis,subject to the availability of funding,and only for an extenuating circumstance,such as a catastrophic event,natural disaster,or criminal activity that substantially General Provisions(Core Subrecipient) 2014(July 15,2013) 11 interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 4.04 Working Capital Advance, If allowed under this Contract,a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at http://www.dshs.state.tx,us/contracts/cfpcn.shtm. Section 4.05 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided. Third party payors include,but are not limited to,commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract,Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor 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 who are otherwise eligible for Department 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 Department for the deductible; (d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted,in which case the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals 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 Department; and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met,Department will make payment in accordance with the Texas prompt payment law(Tex. Gov. Code Chapter 2251). Contractor shall comply with Tex.Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance,and all invoices and Contractor's performance are subject to audit or review by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor has not refunded to Department,or if financial status report(s)required by the Department are not submitted by the date(s) due. Department may take repayment(recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refunds,contract settlements,audit recoveries,and interest earned oil such funds before requesting cash payments including any advance payments from Department. General Provisions (Core Subrecipient)2014(July 15,2013) 12 Section 5.04 Acceptance as Payment in Frill. Except as permitted in the Fees for Personal Health Services section of the Services Article of these General Provisions or under 25 Tex.Admin. Code§444.413, Contractor shall accept reimbursement or payment from DSHS as payment in Rill for services or goods provided to clients or participants,and Contractor shall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Allowable Costs. For services satisfactorily performed, and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable tern to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the fiends to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due date(s). DSHS may take repayment(rccoup)from funds available under this Contract in amounts nccessary to fulfill Contractor's repayment obligations. Applicable cost principles,audit requirements,and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Prince les Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS, OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular A-110 (2 (2 CFA,Part 220) A-133 CFR,Part 215)and applicable Federal awarding agency common rule;and UGMS,as applicable Non-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122(2 CFR,Part A-133 and UGMS A-1 t0 (2 CFR,Part 230) 215)and applicable Federal awarding agency common rule For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency common rule in OMB Circular A-122 Procedures,or (2 CFR Part,230)as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the General Provisions(Core Subrecipient) 2014(July 15,2013) 13 federal or state awarding agency A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at littp://Nvww.dslis,state.tx.us/contracts/links.slitEn. 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. Section 6.02 Independent Single or Program-Speeifie Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal funds awarded,Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget(OMB)Circ.No.A-133, the Single Audit Act of 1984,P L 98-502,98 Stat.2327,and the Single Audit Act Amendments of 1996,P L 104-156, 110 Stat. 1396. The$500,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded,Contractor must have a single audit or program-specific audit in accordance with UGMS,State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS, as applicable,for their program-specific audits.The HHSC Office of Inspector General(OIG)will notify Contractor to complete the Single Audit Status Registration Form. If Contractor fails to complete the Single Audit Status Form within thirty(30)calendar days after notification by 010 to do so,Contractor shall be subject to DSHS 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,which is accessible through a web link on the DSHS website at littt�:/lwww.dshs.state.tx.us/contracts/links.slrtm. Contractor shall procure audit services in with this section,state procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contractor is a state governmental entity,shall competitively re-procure independent single audit services at least every six(6)years. Section 6.03 Submission of Audit. Within thirty(30)calendar days of receipt of the audit reports required by the Independent Single or Program-Specific Audit section,Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG,at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O. Box 149347 Compliance/Audit,Mail Code 1326 Austin,Texas 78714-9347 P.O. Box 85200 Austin,Texas 78708-5200 If Contractor 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 Contractor of an audit report,Contractor shall be subject to DSHS sanctions and remedies for non-compliatce with this Contract. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor trust maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and client records that contain protected health information(PHI),and any other information that discloses confidential personal information or identifies any client served by DSHS,in accordance with applicable federal and state laws,rules and regulations, including but not limited to 7 CFR Part 246;42 CFR Part 2;45 General Provisions(Core Subrecipient) 2014 (July 15,2013) 14 CPR Parts 160 and 164(Health Insurance Portability and Accountability Act [HIPAAI);Tex.Health&Safety Code Chapters 12,47,81, 82,85, 88,92, 161, 181,241,245,251,534,576,577,596,611,and 773; and Tex. Occ. Code Chapters 56 and 159 and all applicable mules and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential information under this Contract,without the consent of the individual to whore the PHI relates,for funding, payment and administration of the grant program,and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 Cl~R§ 164.504(e)(3)(i)(B),Tex. Health&Safety Code§533.009 and Rule Chapter 414, Subchapter A or other applicable laws or rules. Contractor shall disclose information described in Tex. Health&Safety Code § 614.017(a)(2)relating to special needs offenders,to an agency described in Tex. Health&Safety Code§ 614.017(e)upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CPR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department,without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon tennination of this Contract or a Program Attachment to this Contract,as applicable,or if care or treatment is transferred to another DSHS- funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care,services,or programs,Contractor shall implement Department's policies based on the HIV/AIDS (human immunodeficiency virus/acquired immunodeficiency syndrome)Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,Policy No, 090,021,and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS, in accordance with the Tex. Health& Safety Code § 85.112-114. A link to the Model Workplace Guidelines can be found at littp://www.dslis.state.tx,tis/liivstd/policy/policies.shtiii. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum, Contractor shall retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract,for a period of four(4)years after the termination of this Contract, If services are funded through Medicaid, the federal retention period,if more than four(4)years,will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex, Admin. Code Title 22,Part 9, § 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information, Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations,it shall ensure that records relating to this Contract are securely General Provisions(Core Subrecipient) 2014(July 15,2013) 15 stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates,whichever is sooner. Contractor shall provide,and update as necessary,the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE IX ACCESS AND INSPECTION Section 9.01 Access. In addition to any right of access arising by operation of law,Contractor,and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives,as well as duly authorized federal,state or local authorities,including the Comptroller General of the United States,OIG,and the State Auditor's Office(SAO),unrestricted access to and the might to examine any site where business is conducted or client services are performed,and all records (including financial records,client and patient records,if any,and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract; and the right to interview members of Contractor's governing body,staff,volunteers,participants and clients concerning the Contract,Contractor's business and client services. If deemed necessary by the Department or the OIG,for the purpose of investigation or hearing,Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment,and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department information collected,assembled or maintained by Contractor relative to this Contract for the Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall,upon request,make all records,books,papers, documents,or recordings related to this Contract available for inspection,audit,or reproduction during normal business flours to any authorized representative of the SAO. Contractor understands that the acceptance of funds under this Contract acts as acceptance of the authority of the SAO,or any successor agency,to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with tire SAO or its successor in the conduct of the audit or investigation,including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract fiends disbursed by Contractor to its subcontractors,and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site(s)will be conveyed in writing to Contractor. Contractor shall submit,by the date prescribed by DSHS,a resolution to the deficiency identified in a site inspection,program or management review or financial audit to the satisfaction of DSHS or, if directed by DSHS,a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Cormpliance Article of these General Provisions. General Provisions(Core Subrecipicnt)2014(July 15,2013) 16 ARTICLE X NOTICE REQUIREMENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases(HIV/STD);Family Planning(Titles V,X and XX);Primary Health Care;Maternal and Child Health;and Women,Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex. Fam. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting,and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department located at www.dslrs.state.tx.us/chiIdabusereporting. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the health,safety or welfare of Department-funded clients or participants within seventy-two(72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not limited to an action,suit or proceeding before any court or governmental body,including environmental and civil rights matters,professional liability, and employee litigation. Notification must include the names of the parties,nature of the litigation and remedy sought,including amount of damages,if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within three(3)working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local,state or federal department or agency or entity;the date of the contract;and the contract or case reference number. If Contractor,as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity,it shall disclose this information within three(3)working days of the surrender, suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the license action;and a license or case reference number. Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency, incapacity,or outstanding unpaid obligations to the Internal Revenue Service(IRS)or Texas Workforce Commission(TWC)within three(3)working days of the date of determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3)working days of such action by Contractor's governing body. Section 10.06 Misuse of Fluids and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,unlawful activity,or violation of financial laws,rules,policies,and procedures related to performance under this Contract. Contractor shall snake such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. General Provisions(Care Subrecipient) 2014 (July 15,2013) 17 Additionally,if this Contract is federally funded by the Department of Health and Human Services(HHS), Contractor shall report any credible evidence that a principal,employee,subcontractor or agent of Contractor, or any other person,has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct involving those fiends. Contractor shall make this report to the SAO at littp://sao.fraud.state.tx.us, and to the HHS Office of Inspector General at httl2://NvNvw.oig,lilis.gov/fraud/liotliiie/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirrns that no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision,received deferred adjudication, is presently indicted for or has been convicted of a criminal offense related to any financial matter,federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor,or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization,air employee or volunteer of Contractor,or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed on community supervision,received deferred adjudication,or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felonry sex crime. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor-shall not permit any person who engaged,or was alleged to have engaged,in an activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSHS. Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of,or cooperates with am investigation regarding,any applicable law,rule,regulation or standard to the Department,another state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180(parts A-1),45 CFR Part 76(or comparable federal regulations); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has air ownership or controlling interest in Contractor or who is air agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid, or a federal block grant; General Provisions(Core Subrecipient) 2014(July 15,2013) 1$ g) neither it,nor its principals have within the tlrrce(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against theirs for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain,or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-rigging),or commission of embezzlement,theft,forgery, bribery, falsification or destruction of records,making false statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; h) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a govermnental entity(federal,state or local)with the commission of any of the offenses enumerated in subsection g) of this section; and i) neither it,nor its principals within a threc(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article, without modification (except as required to make applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract,Contractor shall immediately notify the contract manager assigned to the Program Attachment, Section 11,02 Child Support Delinquencies. As required by Tex.Fain. Code§231.006,a child support obligor who is more than thirty(30)calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner,shareholder,or owner with an ownership interest of at least twenty-five percent(25%)is not eligible to receive payments from state funds under a contract to provide property,materials,or services or receive a state-funded grant or loan. If applicable,Contractor shall maintain its eligibility to receive payments under this Contract,certifies that it is not ineligible to receive the payments specified in this Contract,and acknowledges that this Contract may be terminated and payment maybe withheld if this certification is inaccurate. Section 1 1.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or fixture employment,gift,loan, gratuity,special discount,trip, favor,service or anything of monetary value to a DSHS or I-IHSC official or employee in connection with this Contract. Section 11.05 Ineligibility to Receive the Contract. (a)Pursuant to Tex. Gov. Code§2155.004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements,statenient(s)of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor,nor its employees,nor anyone acting for Contractor has received compensation from DSHS for participation in the development,drafting or preparation of specifications, General Provisions (Core Subrecipient)2014 (July 15,2013) 19 requirements or state►nent(s)of work for this Contract or in the Solicitation Document on which this Contract is based; (b)pursuant to Tex. Gov. Code§§2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law,or been assessed a federal civil or administrative penalty,in connection with a contract awarded by the federal government for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,2005;(c)Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Tex. Gov. Code§§2155.004,2155.006 or 2261.053,and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 11.06 Antitrust. Pursuant to 15 USC§ 1,et seq. and Tex.Bus. &Comm. Code§ 15.01,ct sect. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. Section 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations,including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations, Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further,Contr'actor's governing body shall ensure separation of powers,duties,and functions of governing body members and staff. Staff members,including the executive director,shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence the employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573) to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two(2)years prior to the election,appointment or employment of the officer,employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body,officers and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual,and any of its subsequent amendments,which is available at the Department's web site: Irttp://w-,vw.dshs.state.tx.us/contracts/cfp►n.shtm. Contractor shall maintain an appropriate contract administration system to ensure that all terms,conditions,and specifications are rnct during the term of the contract through the completion of the closeout procedures. Contractor shall develop,implement,and maintain financial management and control systems that meet or exceed the General Provisions(Core Subrecipient)2014 (July 15,2013) 20 requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include,at a minimum,the following: a) financial planning,including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to the general ledger;and e) effective internal and budgetary controls;comparison of actual costs to budget;determination of reasonableness,allowableness,and allocability of costs;timely and appropriate audits and resolution of any findings;billing and collection policies;and a mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost, stolen, damaged or destroyed. If any insured equipment purchased with DSHS funds is lost,stolen,damaged or destroyed,Contractor shall notify tine contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS, Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to$100,000 that covers each employee of Contractor handling funds under this Contract,including person(s) authorizing payment of such funds. The fidelity bond or insurance must provide for indemnification of losses occasioned by(1) any fraudulent or dishonest act or acts committed by any of Contractor's employees,either individually or in concert with others,and/or(2)failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval from,tine DSHS Contract Oversight and Support Section before settling a claim oil the fidelity bond or insurance. Section 12.05 Liability Coverage. For the benefit of DSHS,Contractor shall at all times maintain liability insurance coverage,referred to in Tex. Gov. Code§2261.102,as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible persons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act; for-profit corporations organized under the'Texas Business Corporations Act; and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify,and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section,Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion General Provisions(Core Subrecipient) 2014(July 15,2013) 21 of overtime only under the following conditions: 1)with the prior written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck;3)when employees are performing indirect functions,such as administration,maintenance,or accounting;4)in performance of tests, laboratory procedures,or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed;or 5)when lower overall cost to DSHS will result. Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local,state and federal zoning,building,health, fire,and safety standards. Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O.Box 149347,Austin,Texas 78714-9347,or by email to rmailto:coscayLbdshs.state.tx.us no later than the 600'calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan on file with the Department. Contractor shall implement and follow the applicable Cost Allocation Plan. if Contractor's plan is the same as the plan previously submitted to DSHS,by signing this Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted. If the Cost Allocation Plan changes during the Contract term,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30)calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at http://www.dslis.state.tx.tis/contracts/cfprn.slit►m. Section 12.09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS, Contractor-and its subcontractors are prohibited from publicizing the contractual relationship between] Contractor and DSHS,and from using the Department's name, logo or lvebsite link in any mariner that is intended,or that could be perceived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program,services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses(HUBS). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment,Contractor is encouraged to make a good faith effort to consider subcontracting with HUBs in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex.Admin. Code§ 20.10 ct seq. Contractors may obtain a list of HUBs at l]ttp://www.window.state.tx.us/procurement/pro hub, If Contractor has filed a HUB subcontracting plan,tine plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective tinder this Contract. Contractor shall make a good faith effort to subcontract with HUBs during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for the prior month's activity,if there was any such activity,in accordance with 34 Tex.Admin. Code§20.16(b). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code§ 2155.4441. Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000, Contractor shall obtain written approval from DSHS. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plat]. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS. Contractor shall ensure that General Provisions(Core Subrecipient) 2014(July 15,2013) 22 subcontractors are fully aware of the requirements placed upon them by state/federal statutes,ales,and regulations and by the provisions of this Contract. Contracts with all subcontractors,whether vendor or subrecipient,must be in writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN) or Employee Identification Number(EIN); b) a detailed description of the services to be provided; V-) measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable termination clause;and e) beginning and ending dates that coincide with the dates of the applicable Program Attachment(s) or that cover a term within the beginning and ending dates of the applicable Program Attachment(s). Contractor is responsible to DSHS for the performance of any subcontractor. Contractor-shall not contract with a subcontractor,at any tier,that is debarred,suspended,or excluded frorn or ineligible for participation in federal assistance programs;or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section(Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related Parties sections(General Ternis Article). General Provisions(Core Subrecipient) 2014(July 15,2013) 23 Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent oil any repayment agreements;have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three(3)years any license issued by the Department. Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. Contractor shall include in all its contracts with Subrecipient subcontractors and solicitations for Subrecipient subcontracts,without modification (except as required to make applicable to the subcontractor), (1)the certifications stated in the Assurances and Certifications Article;(2)the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article; and(3)a provision granting to DSHS, SAO, OIG,and the Comptroller General of the United States,and any of their representatives, the right of access to inspect the work and the premises on which any work is performed,and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions.Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attaclmient(s)applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 12.13 or any of the certifications stated in the Assurances and Certifications Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12.13 or the assurances stated in the Assurances and Certifications Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees,subcontractors,joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its employees,subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its teens. Section 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS, this Contract will be subject to remedies and sanctions under this Contract,including immediate termination at the Department's discretion. If the Contract is terminated under this section,the Department will not enter into a contract with Contractor for three(3)years from the date of termination. Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within ten(10)business days of any change to the Contractor's name; contact information;key personnel,officer,director or partner;organizational structure,such as merger, acquisition or change in form of business; legal standing;or authority to do business in Texas.A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions. General Provisions(Core Subrecipient) 2014(July 15,2013) 24 Section 12.19 Quality=Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.20 )equipment. Equipment means an article of nonexpendable, tangible personal property having a useful lifetime of more than one year and an acquisition cost of$5,000 or more. Contractors shall inventory all equipment,and report the inventory on the Contractors Property Inventory Form or Forrn GC-11 as required under Section 12.23Contractor shall initiate the purchase of all equipment approved in writing by DSHS,in the first quarter of the Contract or Program Attachment 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 of the Program Attachment roust be submitted to the contract manager assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies,drugs,janitorial supplies,office supplies,patient educational supplies,software,and any items of tangible personal property other than those defined as equipment above. Tangible personal property includes controlled assets, including firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than$5,000; desktop and laptop computers(including notebooks, tablets and similar devices),non-portable printers and copiers,emergency management equipment,communication devices and systems,medical and laboratory equipment,and media equipment are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required,but such purchases must be reported on the Contractors Property Inventory Form or Form GC-1 1 as detailed under Section 12.23. General Provisions(Core Subrecipient)2014(July 15,2013) 25 Section 12.22 Changes to Equipment List. All items of equipment to be purchased with fiords under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attachment,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved,Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request,as appropriate;or,in the case of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment,supplies defined as controlled assets,and property described in the Other Intangible Property section of Article XHI and submit an annual cumulative report of the equipment and other property on Form GC-I 1 (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 150'of each year. The report is Iocated oil the DSHS website at htt)://%vww,dshs,state,tx,us/contracts/fo►ius.slitm. Contractor shall maintain,repair,and protect assets under this Contract to assure their full availability and usefulness.If Contractor is indemnified,reimbursed,or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract,Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy,Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy,and title must revert to Department. If directed by DSHS,Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any,contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment,and supplies in possession of the subcontractor from the bankruptcy,and title must revert to Department,who may require that the property,equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor, for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may,at its option and to the extent allowed by law,transfer the reversionary interest to such property to Contractor. Section 12.26 Property Acquisitions. Department funds must not be used to purchase buildings or real properly. Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's(AHA's)"Estimated Useful Lives of Depreciable Hospital Assets"in disposing,at any time during or after the Contract term,of equipment purchased with the Department funds,except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state,or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requirements of UGMS. If,prior to the end of the useful life,any item of equipment is no longer needed to perform seii ices under this Contract,or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than$5,000,Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an item reaches the end of its useful life,Contractor shall General Provisions(Core Subrecipient) 2014(July 15,2013) 26 ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12.28 Closeout of Equipment. At the end of the tern of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated,Contractor shall submit to the contract manager assigned to the Program Attachment,an inventory of equipment purchased with Department fluids and request disposition instructions for such equipment. All equipment purchased with Department funds must be secured by Contractor at the time of Closeout or termination of the Prograrn Attachment and must be disposed of according to the Department's disposition instructions,which may include retuni of the equipment to DSHS or transfer of possession to another DSHS contractor,at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XIII GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign, or sell its interest,in whole or in part, in this Contract,or in any equipment purchased with funds from this Contract,without the prior written consent of tine Department. Section 13.02 Lobbying. Contractor shall comply with Tex. Gov. Code§556.0055,which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further,Contractor shall not use funds paid under this Contract,either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of government,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state legislature,or for influencing or attempting to influence an officer or employee of any federal or state 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 contract or the extension, continuation,renewal,amendment,or modification of any contract (31 USC § 1352 and UGMS). If at any time this Contact exceeds$100,000 of federal finds,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a certification that none of the finds provided by Department have been or will be used for payment to lobbyists,and disclosure of the names of any and all registered lobbyists with whom Contractor has all agreement. Contractor shall file the declaration,certification,and disclosure at tine time of application for this Contract;upon execution of this Contract unless Contactor previously filed a declaration,certification, or disclosure form in connection with the award;and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration,certification,or- disclosure previously filed. Contactor shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager assigned to the Program Attachment. Contactor shall also comply,as applicable,with tine lobbying restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;2 CFR Part 225 (A-87)Appendix B section 24;2 CFR§215.27 (A-110)and 2 CFR Part 220(A-21)Appendix A,subsection J.17 and J.28. Contractor shall include this provision in any subcontracts. Section 13,03 Conflict of Interest. Contractor represents to tine Department that it and its -subcontractors,if any,do not have nor shall Contractor or its subcontractors knowingly acquire or retain,any financial or other- General Provisions(Core Subreeipient) 2014(July 15,2013) 27 interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include,but are not limited to,an existing or potential business or personal relationship between Contractor(or subcontractor), its principal(or a member of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC,their commissioners or employees,or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. If,at any time during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest, Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10)days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within tern(10)days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13,04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attachment the name,address and telephone number of the related party,how the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage,common ownership or any association that permits either to significantly influence or direct the actions or policies of tine other. Contractor,for purposes of reporting transactions between related parties,includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars,which may include 45 CFR part 74,OMB Circ. No. A-110,2 CFR§ 215.42,and UGMS. Section 13.05 Intellectual Property. Tex.Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. a) "Intellectual property" means created property that maybe protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"Nvork made for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire,Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as maybe appropriate to the subject matter,and any extensions and renewals thereof. Contractor shall give DSHS and tine State of Texas,as well as any person designated by DSHS and the State of Texas, a]I assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract, c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,or otherwise use,and to authorize others to use,for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract;and(2)any rights of copyright to which a Contractor purchases ownership with contract funds. Contractor shall place an acknowledgment of federal awarding agency grant General Provisions (Core Subrecipient)2014(July 15,2013) 28 support and a disclaimer,as appropriate,on any publication written or published with such support and, if feasible, on any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from(federal awarding agency)"or"The project described was supported by grant number from(federal awarding agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awarding agency)." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and irrevocable license to reproduce,publish or otherwise use,and to authorize others to use, for DSHS,public health,and state governmental noncommercial purposes(1) tine copyright,trademark,service mark,and/or patent on an invention, discovery,or improvement to any process,machine,manufacture,or composition of matter;products; technology; scientific information; trade secrets;and computer software,in any work developed under a grant,subgrant,or contract under a grant or subgrant; and(2)any rights of copyright,service or trade marks or patents to which a grantee,subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law,Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship behveen Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,URILs, software licenses with a value of$500 or more,etc. Contractor shall inventory all such non-copyrightable intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid,the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that tine language contained in this Contract is to be construed as jointly drafted,proposed and accepted. Section 13.08 Legal Notice. Any notice required or pennitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or, if sent by certified mail, on the date of receipt. Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. Tire Parties represent to each other that they are entities fully familiar with transactions of the kind reflected by tine contract documents,and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that (a)the General Provisions(Core Subrecipient) 2014(July 15,2013) 29 Parties have expressly agreed will survive any such termination or expiration,or(b)remain to be performed or (c)by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion,the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13.14 Customer Service Information. If requested, Contractor shall supply such information as required by the Department to comply with the provisions of Tex, Gov. Code Chapter 2114 regarding Customer Service surveys. Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties,except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment; and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment term,as applicable,Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article,Contractor shall not perform or produce, and DSHS will not pay for the performance or production of, different or additional goods,services,work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any term,covenant,or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a) contractor's contact person and contact information; b) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; C) cumulative budget transfers that exceed 25%among direct cost categories,other than.the equipment category, of cost reimbursement contract Program Attachments of less than$100,000,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures;and e) a change in Contractor's share of the budget concerning non-DSHS funding other than program income and match,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten(I0)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification may be by letter,fax or email. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or less among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be General Provisions(Core Subrecipient)2014 (July 15,2013) 30 made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories,other than the equipment category,that exceed 25%of Program Attachments of$100,000 or more,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget; e) changes in the equipment category of a previously approved equipment budget; f) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g.,foreign travel expenses,overtime premiums,membership fees;and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from or to the equipment category that equal or exceed 10%of any Program Attachment require an amendment to this Contract as described in the Amendment section of this Article). hi order to request a revision of any of the enumerated provisions,Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indemnification. Contractor,as an independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers,and the federal government harmless and to indemnify therm from any and all liability,suits,claims,losses,damages and judginents;and to pay all costs,fees,and damages to the extent that such costs,fees,and damages arise from performance or nonperformance of Contractor,its employees,subcontractors,joint venture participants or agents under this Contract. Section 13.24 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,non-action or default under this Contract will not constitute a waiver of either Party's rights under this Contract. Section 13,21 Electronic and Information Resources Accessibility and Security Standards. As required by I Tex.Admin.Code Chapters 213 and 206,as a state agency,DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Infortimation Resources specified in 1 Tex.Admin. Code Chapter 213 and Website Accessibility Standards/Specifications specified in 1 Tex. Admin. Code Chapter 206(collectively EIR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance under this Contract includes the development,modification or maintenance of a website or other electronic and information resources for DSHS or for the public on behalf of DSHS,Contractor certifies that the website or other electronic and information resources comply with the EIR Standards. Contractor further certifies that any network hardware or software purchased or provided under this Contract has undergone independent General Provisions (Core Subrecipient)2014(July 15,2013) 31 certification testing for known and relevant vulnerabilities,in accordance with mules adopted by Department of Infonnation Resources. Section 13.22 Force Majeur•e. Neither Party will be liable for any failure or delay in performing all or some of its obligations,as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party,including,but not limited to,extraordinarily severe weather,strikes,natural disasters,fire,civil disturbance,epidemic,tear,court order,or acts of God. Tire existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and,if applicable,for any reasonable period of time thereafter required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.)and,as soon as practicable,must submit written notice with proof of receipt,of the existence of a force maj cure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as an"Interim Contract"beyond the expiration date of the terra of the Contract or Program Attachrnent(s),as applicable,under the following circumstances: (1) on or shortly prior to the expiration date of the Contract or Program Attachrnent,there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment;and(2)DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services(with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract, or both. The notice will include billing instructions and detailed information oil]row DSHS will fund the goods or services to be procured during the Interim Contact term. The Interim Contract will terminate thirty(30)days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Department staff and,as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH Or CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include,but are not limited to,the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract,including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; e) failure by Contractor to provide a full accounting of funds expended under this Contract; t) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or General Provisions(Core Subrecipient)2014(July 15,2013) 32 h) Contractor is on or is added to the Excluded Parties List System() PLS). Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may investigate,audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute,rule or regulation,or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline can be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the teens of this Contract,including but not limited to compliance with applicable statutes,rules or regulations,the Department may take one or more of the following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inform Contractor of the termination no less than thirty(30)calendar days before the effective date of the termination in a notice of termination, except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination,the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter-2105 regarding administration of Block Grants. Contractor shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily(1)discontinue performance of all or part of the Contract, and/or (2)discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension,pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance and/or incur allowable expenses.Contractor shall not bill DSHS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; e) deny additional or future contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service,3)expend funds appropriately and at a rate that will make hill use of the award,or 4)achieve local match,if required; e) disallow costs and credit for matching funds,if any,for all or part of the activities or action not in compliance; I) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance,if applicable,or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains fiends billed by Contractor for(1)unallowable,undocumented,disputed, inaccurate,improper,or erroneous billings; (2)material failure to comply with Contract provisions; or (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained General Provisions(Core Subrecipient) 2014(July 15,2013) 33 fraudulently or upon the Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any funds paid under this Contract; 0 request that Contractor be removed from the Centralized Master Bidders List(CMBL)or any other state bid list,and barred from participating in fixture contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor on probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six(6)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor. Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely be conducted; l) require Contractor to obtain technical or managerial assistance; in) establish additional prior approvals for expenditure of funds by Contractor; n) require additional or more detailed,financial and/or programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices,or failure to comply with Contract terms; p) pursue a claim for damages as a result of breach of contract; q) require Contractor to prohibit any employee or volunteer of Contractor from perfonning under this Contract or having direct contact with DSHS-funded clients or participants,or require removal of any employee,volunteer,officer or governing body member,if the employee,volunteer,officer or member of the governing body has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; r) withhold any payments to Contractor to satisfy any recoupment, liquidated damages,match insufficiency,or any penalty(if the penalty is permitted by statute) imposed by DSHS,and take repayment from funds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; s) reduce the Contract term; t) recoup improper payments when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices or failure to comply with Contract terns; u) assess liquidated damages; v) demand repayment of an amount equal to the amount of any match Contractor failed to provide,as determined by DSHS; w) impose other remedies,sanctions or penalties permitted by statute. Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced),stating the nature of the remedies and sanction(s), the reasons for imposing them,the corrective actions,if any,that must be taken before the actions will be removed and the time allowed for completing the corrective actions,and the method,if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment,Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan)or demonstrate in writing that the findings on which the remedies or sanction(s)are based are either invalid or do not warrant the remedies or sanction(s). If Department determines that a remedy or sanction is warranted,unless the remedy or sanction is subject to review under a federal or state statute, regulation,rule, or guideline,Department's decision is final. Department will provide written notice to General Provisions(Core Subrecipient)2014(July 15,2013) 34 Contractor of Department's decision. If required by the Department,Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If fail repayment is not received within the time limit stated in the demand letter,and if recoupinent is available,DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor carder this Contract. Section 14.04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny future contract awards,or delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action. An"emergency"is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse effect oil the public or client health,welfare or safety. The direct adverse effect may be programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures; or b) Contractor is expending funds inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules §§4.11- 4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS, Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex. Gov Code Chapter 2260,subchapter B. To initiate the process,Contractor shall submit written notice,as required by subchapter B, to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260,subchapter B,are being invoked. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260,subchapter C. Section 15.03 Sole Remedy. The contested case process provided in Tex. Gov, Code Chapter 2260, subchapter C, is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex. Gov, Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to sue from the Legislature under Tex.Civ. Prac. &Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor,in whole or in part. ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION General Provisions(Core Subrecipient)2014(July 15,2013) 35 Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terms section of the General Terms Article,Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments,all or a part of this Contract may be terminated with or without cause under this Article. Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor's costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination: Upon termination of this Contract or Program Attachment, as applicable,Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment,as applicable,to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract,Department and Contractor will be discharged from any further obligation created under the applicable terms of this Contract or the Program Attachment,as applicable,except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS,and except as provided in the Survivability of Terms section of the General Terms Article. Termination does not,however,constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's (1) withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period; (2)withdrawal of the turobligated balance at the expiration of the term of a program attachment; (3) refusal to extend a program attachment or award additional fiends to make a competing or noncompeting continuation,renewal,extension,or supplemental award; (4)non-renewal of a contract or program attachment at Department's sole discretion;or(5)voiding of a contract upon determination that the award was obtained fraudulently,or was otherwise illegal or invalid from inception. Section 16.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the Other Party,except that if Contractor seeks to terminate a Contract or Program Attaelument that involves residential client services,Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if funds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and Truman services agencies,amendments to the Appropriations Act,health and human services consolidations,or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension.Upon notification of temporary suspension, Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of the suspension. d) Department may terminate this Contract or a Program Attachment immediately when,in the sole determination of Department,termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30)calendar days written notice to the other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other conduct that jeopardizes the Contract objectives,by General Provisions (Core Subrecipient)2014(July 15,2013) 36 giving at'least thirty(30)calendar days written notice to Contractor. Such conduct may include one or more of the following: a) Contractor has failed to adhere to any laws,ordinances,rules,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statements)of work or Solicitation Document on which this Contract is based in violation of Tex. Gov. Code§ 2155.004;or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code§§2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) if judgment for the payment of money in excess of$50,000(that is not covered by insurance)is rendered by any court or governmental body against Contractor,and Contractor does not(a) discharge the judgment,or(b)provide for its discharge in accordance with its terms,or(c)procure a stay of execution within thirty(3 0)calendar days from the date of entry of the judgment, or(d)if the execution is stayed,within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed,appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization,arrangement,insolvency,readjustment of debt,dissolution, receivership or liquidation law of any jurisdiction then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization, arrangement,insolvency, readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30) calendar days;or 10) Contractor consents to the appointment of a receiver, trustee,or liquidator of Contractor or of all or any part of its property; General Provisions(Core Subrecipient)2014(July 15,2013) 37 h) Contractor's management system does not meet the UGMS management standards;or i) Any required license,certification,permit,registration or approval required to conduct Contractor's business or to perform services under this Contract is not obtained or is revoked,is surrendered, expires,is not renewed,is inactivated or is suspended. General Provisions(Core Subrecipient) 2014(July 15,2013) 38 Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract, A Contractor who has been a party to a contract with DSHS that has been found to be void,or is suspended,or is terminated for cause is not eligible for expansion of current contracts,if any,or new contracts or renewals until,in the case of suspension or termination,the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally,if this Contract is found to be void, any amount paid is subject to repayment. Section 17,03 Appeals Rights. Pursuant to Tex. Gov. Code§2105,302,alter receiving notice from the Department of termination of a contract with DSHS funded by block grant funds,Contractor may request an administrative hearing under Tex. Gov. Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment)on its own terns, Contractor shall cease services under this Contract or Program Attachment; and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary, to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers,as needed. Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed afer termination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachment is terminated or has expired. Upon termination,expiration(with no renewal)or non- renewal of this Contract or a Program Attachment,Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18,03 Deadline for Closeout. Contractor shall submit all financial,performance,and other Closeout reports required under this Contract within sixty(60)calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article,the Department is not liable for any claims that are not received within sixty (60)calendar days after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result in a refund due,which Contractor shall pay within the time period established by the Department. General Provisions(Core Subrecipient) 2014(July 15,2013) 39 Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds,corrections,or other transactions. General Provisions(Core Sulrrecipient)2014(July 15,2013) 40 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2014-001384-00 This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Nueces County Public Health District (Contractor), a , (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2.Total Amount: The total amount of this Contract is$31,321.00. 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract: This Contract begins on 09/01/2013 and ends on 08/3112014. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract,whichever is later. 5.Authority: DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Program Name: TB/PC-FED Tuberculosis Prevention and Control-Federal 7. Statement of Work: Contractor shall develop and provide: (1) basic services and associated activities for tuberculosis (TB) prevention and control; and (2)expanded outreach services to individuals of identified special populations who have TB and/or who are at high risk of developing TB. Contractor shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8. "Service Area"of this contract. Contractor shall provide the services outlined above in compliance with the following: • DSHS Standards of Performance for the Prevention and Control of Tuberculosis, available at http://www.dshs.state.tx.us/IDCU/disease/tb/publications/SOP-2008-final.doc; • DSHS Standards for Public Health Clinic Services, available at http://www.dshs.state.tx.uslgmb ldshsstndrds4clinicservs.pdf; • DSHS TB Policy and Procedures Manual, available at http:/Iwww.dshs.state.tx.us/idcu/disease/tb/publications/; •American Thoracic Society (ATS)and Centers for Disease Control and Prevention (CDC)joint statements on diagnosis, treatment and control of TB available at http://www.cdc.govlmmwrlpreview/mmwrhtmlfrr5211 al.htm; • Diagnostic Standards and Classification of Tuberculosis in Adults and Children, (American Journal of Respiratory and Critical Care Medicine, Vol. 161, pp. 1376-1395, 2000) http://ajrccm.atsjournals.org/cgi/reprint/161/4/1376; • Treatment of Tuberculosis, (ATSICDC/IDSA), 2003 available at http:/Iwww.cdc.gov/tb/pubs/mmwr/Maj_guide/default.htm; • Targeted Tuberculin Testing and Treatment of Latent TB Infection (LTBI), Morbidity and Mortality Weekly Report, Vol. 49, No. RR-6, 2000, available at http://www.cdc.govlmmwr/PDF/rr/rr4906.pdf; • Updated: Adverse Event Data and Revised American Thoracic Society/CDC Recommendations Against the Use of Rifampin and Pyrazinamide for Treatment of Latent Tuberculosis Infection—United States, 2003, MMWR 52 (No. 31) http://www.cdc.govlmmwrlpreview/mmwrhtmilmm523la4.htm; • Controlling Tuberculosis in the United States, MMWR, Vol. 54, No. RR-12, 2005 http://www.cdc.gov/mmwrlpreview/mmwrhtml/rr5412al.htm; • Guidelines for the Prevention and Treatment of Opportunistic Infections Among HIV-Exposed and HIV-Infected Children at http://www.cdc.gov/mmwr/pdf/rr/rr58e0826.pdf; • Guidelines for Prevention and Treatment of Opportunistic Infections in HIV-Infected Adults and Adolescents at http://www.cdo.govlmmwr/pdf/rrlrr58e324.pdf; and Updated Guidelines on Managing Drug Interactions in the Treatment of HIV-Related Tuberculosis at http://www.cdc.govltb/publications/guidelines/TB_H[V_Drugs/default.htm. Contractor shall comply with all applicable federal and state regulations and statutes, including, but not limited to, the following: • Texas Tuberculosis Code, Health and Safety Code, Chapter 13, Subchapter B; • Communicable Disease Prevention and Control Act, Texas Health and Safety Code, Chapter 81; • Screening and Treatment for Tuberculosis in Jails and Other Correctional Facilities, Health and Safety Code, Chapter 89; • Texas Administrative Code TAC, Title 25, Part 1, Chapter 97, Subchapter A, Control of Communicable Diseases; and • Texas Administrative Code TAC, Title 25, Part 1, Chapter 97, Subchapter H, Tuberculosis Screening for Jails and Other Correctional Facilities. Contractor shall perform all activities under this Renewal Program Attachment in accordance with Contractor's final, approved work plan (attached as Exhibit A), and detailed budget as approved by DSHS. Contractor must receive written approval from DSHS before varying from applicable policies, procedures, protocols, and the final approved work plan, and must update its implementation documentation within forty-eight (48) hours of making approved changes so that staff working on activities under this contract knows of the change(s). DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Contractors expenditures on a quarterly basis. If expenditures are below what is projected in Contractor's total Renewal Program Attachment amount, Contractor'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. Use of Funds: Contractor will be subject to adjustments in award amounts based on changes to the number of clients served, utilization of funds, or other factors. Contractor shall provide a match of no less than 20% of the DSHS share of the total budget reflected in the Program Attachment. Contractor shall provide match at the required percentage or DSHS may hold payment vouchers, use administrative offsets, or request a refund from Contractor until such time as the required match ratio is met. No federal or other grant funds can be used as match. Contractor shall not use DSHS funds or matching funds (including in-kind contributions)for: 1. Food; 2. Incentives; 3. Entertainment; or 4. Sectarian worship, instruction, or prose lytization. Due to the inherent time to complete treatment for tuberculosis disease and latent tuberculosis infection in relation to the period of this Renewal Program Attachment, required reporting under this Renewal Program Attachment will show results for work performed under previous Renewal Program Attachments. Contractor shall provide a complete and accurate annual narrative report, covering the period from January to December 2013 (inclusive), in the format provided by DSHS, demonstrating compliance with the requirements of this Renewal Program Attachments in place during that time period. That report shall include, but is not limited to, a detailed analysis of performance related to the performance measures listed below. The narrative report is due by February 14, 2014. A progress report of activities in January to May 2014 shall also be submitted in a format provided by DSHS. The Progress Report is due on July 15, 2014. These reports shall be sent to the Department of State Health Services, Tuberculosis Services Branch, Mail Code 1939, PO Box 149347, Austin, Texas 78714-9347 via regular mail, or by fax to (512) 533-3167, and sent by e-mail to TBContractReporfing @dshs.state.tx.us. See Programmatic Reporting Requirements section for required reports. Contractor shall maintain the documentation used to calculate performance measures as required by the General Provisions Article Vill `Records Retention"and by the Texas Administrative Code Title 22, Part 9 Chapter 165, §165.1 regarding the retention of medical records. Contractor shall send all initial reports of confirmed and suspected TB cases to DSHS within seven (7) working days of identification or notification. Updates to initial DSHS Report of Cases and Patient Services Forms (TB-400) (e.g., diagnosis, medication changes, x-rays, and bacteriology)and case closures shall be sent within thirty(30) days of when a change in information in a required reporting field occurs to DSHS at PO Box 149347, Mail Code 1939, Austin, Texas 78714-9347. Contractor shall send an initial report to DSHS of contacts on all Class 3 TB cases and smear-positive Class 5 TB suspects within thirty(30) days of identification using DSHS' Report of Contacts Form (TB-340 and TB-341). New follow-up information (not included in the initial report) related to the evaluation and treatment of contacts shall be sent to DSHS on the TB-340 and TB-341 at intervals of ninety(90) days, 120 days, and two(2)years after the day the Contractor became aware of the TB case. Electronic reporting to DSHS for Class 3 TB cases, smear positive Class 5 TB suspects, and their contacts may become available during the terra of this Renewal Program Attachment. Once notified of this option by DSHS, Contractor may avail itself of this option if it adheres to all the electronic reporting requirements(including system requirements) provided at that time. Contractor will determine and report annually the number of persons which receive at least one (1)TB service, including but not limited to: tuberculin skin tests, chest radiographs, health care worker services, or treatment with one or more anti-tuberculosis medications. Contractor shall monitor and manage its usage of anti-tuberculosis medications and testing supplies furnished by DSHS in accordance with first-expiring-first-out (FEFO) principles of inventory control to minimize waste for those products with expiration dates. On a monthly basis, the Contractor shall perform a count of its inventory of anti-tuberculosis medications and tuberculosis testing supplies furnished by DSHS and reconcile the quantities by product and lot number found by the direct count with the quantifies by product and lot number listed in the electronic inventory management system furnished by DSHS. All these tasks shall be performed by the Contractor using the designated database and the designated procedures. Contractor shall evaluate and monitor Class B immigrants and when needed place them on appropriate prophylaxis for successful completion of treatment. Immigrant notifications shall be obtained through the Electronic Disease Notification (EDN) system. The TB Follow-up Worksheet in EDN shall be completed for all immigrants whose notification was obtained through EDN. Contractor shall evaluate refugees and other at-risk clients referred by the Refugee Health Program for further clinical evaluation and when needed place those refugees on appropriate prophylaxis and monitor them for successful completion of treatment. The TB Worksheet in EDN shall be completed on refugees and other at-risk clients who are reported through EDN. Performance Measures: The following performance measures will be used to assess, in part, Contractor's effectiveness in providing the services described in this Renewal Program Attachment,without waiving the enforceability of any of the other terms of the contract or any other method of determining compliance: 1. Cases, and suspected cases, of TB under treatment by Contractor shall be placed on timely and appropriate Direct Observed Therapy (DOT). If data indicates a compliance rate for this Performance Measure of less than 90%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 2. Newly diagnosed TB cases that are eligible*to complete treatment within 12 monthsshall complete therapy within 365 days or less; Exclude TB cases 1) diagnosed at death, 2)who die during therapy, 3)who are resistant to Rifampin, 4) who have meningeal disease, and/or 5)who are youngerthan 15 years with either miliary disease or a positive blood culture for TB. If data indicates a compliance rate for this Performance Measure of less than 85%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 3. TB cases with initial cultures positive for Mycobacterium tuberculosis complex shall be tested for drug susceptibility and have those results documented in their medical record. If data indicates a compliance rate for this Performance Measure of less than 97.4%, then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 4. Newly-reported cases of TB with Acid-fast Bacillis (AFB) positive sputum culture results will have documented conversion to sputum culture-negative within 60 days of initiation of treatment. If data indicates a compliance rate for this Performance Measure of less than 45% then DSHS may (at its sole discretion) require additional measures be taken by contractor to improve the percentage, on a timeline set by DSHS; 5. Newly-reported TB cases shall have an HIV test performed (unless they are known HIV- positive, or if the patient refuses) and shall have positive or negative HIV test results reported to DSHS according to the schedule provided herein. If fewer than 80% of newly reported TB cases have a result of an HIV test reported, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 6. Newly-reported suspected cases of TB disease shall be started in timely manner on the recommended initial 4-drug regimen. If fewer than 93.2% of newly-reported TB cases are started on an initial 4-drug regimen in accordance with this requirement, then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 7. Newly-reported TB patients with a positive AFB sputum-smear result shall have at least three contacts identified as part of the contact investigation that must be pursued for each case. If data indicates a compliance rate for this Performance Measure of less than 90%,then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 8. Newly-identified contacts, identified through the contact investigation, that are associated with a sputum AFB smear-positive TB case shall be evaluated for TB infection and disease. If data indicates a compliance rate for this Performance Measure of less than 81.5%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 9. Contacts, identified through the contact investigation, that are associated with a sputum AFB smear-positive case and that are newly diagnosed with latent TB infection (LTBI)shall be started on timely and appropriate treatment. If data indicates a compliance rate for this Performance Measure of less than 65%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 10. Contacts, identified through the contact investigation, that are associated with a sputum AFB smear-positive case that are newly diagnosed with LTBI and that were started on treatment shall complete treatment for LTBI as described in Targeted Tuberculin Testing and Treatment of Latent TB Infection (LTBI), Morbidity and Mortality Weekly Report, Vol. 49, No. RR-6, 2000, and according to the timelines given therein. If data indicates a compliance rate for this Performance Measure of less than 45%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 11. Newly-reported TB patients that are older than 12-years-old and that have a pleural or respiratory site of disease shall have sputum AFB-culture results reported to DSHS according to the timelines for reporting initial and updated results given herein. If data indicates a compliance rate for this Performance Measure of less than 89.5%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS, and 12. All reporting to DSHS shall be completed as described herein under Section I above and submitted by the deadlines given. If Contractor fails to meet any of the performance measures, Contractor shall furnish in the narrative report, due February 14, 2014, a written explanation including a plan (with schedule)to meet those measures. This requirement does not excuse any violation of this Contract, nor does it limit DSHS as to any options available under the contract regarding breach. BILLING INSTRUCTIONS: Contractor shall request payment electronically through the Contract Management and Procurement System (CMPS)with acceptable supporting documentation for reimbursement of the required services/deliverables. Billing will be performed according to CMPS instructions found at the following link http:/Iwww.dshs.state.tx.us/emps/. For assistance with CMPS, please email CMPS @dshs.state.tx.us or call 1-855-312-8474. 8. Service Area Nueces County This section intentionally left blank. 10. Procurement method: Non-Competitive Interagencylinterlocal GST-2012-Solicitation-00064 FY14 TB/FED 11. Renewals: Number of Renewals Remaining: 0 Date Renewals Expire: 08/31/2014 12. Payment Method: Cost Reimbursement 13. Source of Funds: 93.116, 93.116 14. DUNS Number: 078495025 15. Proarammatic Renortina Requirements: Report Name Frequency Period Begin Period End Due Date Narrative Reprt Triannuaf January 1, 2013 December 31, February 14, 2013 2014 16. Special Provisions General Provisions,ARTICLE II SERVICES, Section 2.02 Disaster Services, is revised to include the following: In the event of a local, state, or federal emergency the Contractor has the authority to utilize approximately 5% of staffs time supporting this Program Attachment for response efforts. DSHS shall reimburse Contractor up to 5% of this Program Attachment funded by Center for Disease Control and Prevention (CDC) for personnel costs responding to an emergency event. Contractor shall maintain records to document the time spent on response efforts for auditing purposes. Allowable activities also include participation of drills and exercises in the pre-event time period. Contractor shall notify the Assigned Contract Manager in writing when this provision is implemented. General Provisions,Article III. FUNDING, Section 3.06, Nonsupplanting, is revised to include the following: Funding from this Renewal Program Attachment shall not be used to supplant(i.e., used in place of funds dedicated, appropriated or expended for activities funded through this Renewal Program Attachment) state or local funds, but Contractor shall use such funds to increase state or local funds currently available for a particular activity. Contractor shall maintain local funding at a sufficient rate to support the local program. If the total cost of the project is greater than DSHS' set funding, Contractor shall supply funds for the remaining costs in order to accomplish the objectives set forth in this Program Attachment. All revenues directly generated by this Renewal Program Attachment or earned as a result of this Renewal Program Attachment during the term of this Renewal Program Attachment are considered program income, including income generated through Medicaid billings for TB related clinic services. Contractor shall use this program income to further the scope of work detailed in this Renewal Program Attachment, and must keep documentation to demonstrate such to DSHS's satisfaction. This program income may not be used to take the place of existing local, state, or federal program funds. General Provisions,ARTICLE IV. PAYMENT METHODS AND RESTRICTIONS, Section 4.02 Billing Submission, is amended to include the following: Contractor shall submit requests for reimbursement or payment, or revisions to previous reimbursement request(s), no later than January 31, 2014 for costs incurred between the services dates of September 1, 2013 and December 31, 2013. General Provisions, ARTICLE IV. PAYMENT METHODS AND RESTRICTIONS, Section 4.05 Financial Status Reports, is amended to include the following: Contactor shall submit FSRs to Accounts Payable by the last business day of the month following the end of each term reported. The FSR period will be reported as follows: Quarter One shall include September 1, 2013 through December 31, 2013. Quarter two shall include January 1, 2014 through March 31, 2014. Quarter three shall include April 1, 2014 through June 30, 2014. Quarter four shall include July 1, 2014 through August 31, 2014. Contractor shall submit the final FSR no later than sixty (60) calendar days following the end of the applicable term. General Provisions, Article XIII. General Terms, Section 13.15 Amendment, is amended to include the following: Contractor must 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 Program Attachment. 17. Documents Forming Contract. The Contract consists of the following: a. Contract (this document) 2014-001384-00 b. General Provisions Subrecipient General Provisions c. Attachments Budgets d. Declarations Certification Regarding Lobbying, Fiscal Federal Funding Accountability and Transparency Act(FFATA) Certification e. Exhibits Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: Nueces County Vendor Identification Number: 17460005857 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and I have read and agree to all parts of the contract, including any attachments and addendums. Department of State Health Services Nueces County Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1100 West 49th Street Address Address Austin, TX 787-4204 City, State, Zip City, State, Zip Telephone Number Telephone Number E-mail Address E-mail Address Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipieut) ARTICLE I COMPLIANCE AND REPORTING...............................................................................................5 Section 1.01 Compliance with Statutes and Rules. .........................................................................................5 Section 1.02 Compliance with Requirements of Solicitation Document. ......................................................5 Section 1.03 Reporting. .....................................................................................................................................5 Section 1.04 Client Financial Eligibility. .........................................................................................................5 Section 1.05 Applicable Contracts Law and Venue for Disputes. .................................................................5 Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. .............................................5 Section 1.07 Statutes and Standards of General Applicability. ....................................................................6 Section 1.08 Applicability of General Provisions to Interagency and Iuterlocal Contracts.........................7 Section 1.09 Civil Rights Policies and Complaints. ........................................................................................8 Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. .............................................8 Section 1.11 Funding Obligation. ....................................................................................................................9 ARTICLE11 SERVICES..................................................................................................................................I.......9 Section 2.01 Education to Persons in Residential Facilities. ..........................:....................................I.........9 Section 2.02 Disaster Services. .........................................................................................................................9 Section 2.03 Consent to Medical Care of a Minor. .........................................................................................9 Section 2.04 Telemedicine Medical Services. ..................................................................................................9 Section2.05 Fees for Personal Health Services..............................................................................................10 Section 2.06 Cost Effective Purchasing of Medications. .......:......................................................................10 Section 2.07 Services and Information for Persons with Limited English Proficiency...............................10 ARTICLEIII FUNDING.........................................................................................................................................10 Section 3.01 Debt to State and Corporate Status. ........................................................................................10 Section 3.02 Application of Payment Due. ...............................................................................................:....10 Section3.03 Use of Funds. ..............................................................................................................................10 Section 3.04 Use for Match Prohibited. .........................................................................................................11 Section3.05 Program Income. .......................................................................................................................11 Section 3.06 Nonsupplanting. .........................................................................................................................11 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS....................................................I........I............it Section4.01 Payment Methods. .....................................................................................................................11 Section 4.02 Billing Submission. ....................................................................................................................11 Section 4.03 final Billing Submission. ..........................................................................................................11 Section 4.04 Working Capital Advance. .......................................................................................................12 Section4.05 Third Party Payors. ...................................................................................................................12 ARTICLE V TERMS AND CONDITIONS OF PAYMENT..............................................................................12 Section 5.01 Prompt Payment. .......................................................................................................................12 Section5.02 Withholding Payments. .............................................................................................................12 Section 5.03 Condition Precedent to Requesting Payment. .........................................................................12 Section 5.04 Acceptance as Payment in Full. ................................................................................................13 ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS...........................................................13 Section 6.01 Allowable Costs. .........................................................................................................................13 Section 6.02 Independent Single or Progrann-Specific Audit. .....................................................................14 Section6.03 Submission of Audit. ................................................................................................................14 ARTICLE VII CONFIDENTIALITY........................................................... .....................................................14 Section 7.01 Maintenance of Confidentialityy. ...............................................................................................14 Section 7.02 Department Access to PHI and Other Confidential Inforination..................................15 General Provisions(Core Subrecipient) 2014(July 15,2013) 1 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 7.03 Exchange of Client-IdentifNjug Info•mation.............................................................................15 Section 7.04 Securio,of Patient or Client Records. .....................................................................................15 Section 7.05 HIV/AIDS Model workplace Guidelines. ...............................................................................15 ARTICLE VIII RECORDS RETENTION...........................................................................................................15 Section 8.01 Retention. ...................................................................................................................................15 ARTICLE 1X ACCESS AND INSPECTION.........................................................................................................16 Section9.01 Access. .........................................................................................................................................16 Section 9.02 State Auditor's Office. ...............................................................................................................16 Section 9.03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. .................................................................................................................17 Section 10.03 Litigation. ........................................................:..........................................................................17 Section 10.04 Action Against the Contractor. ................................................................................................17 Section10.05 Insolvenncy. ..................................................................................................................................17 Section 10.06 Misuse of Funds and Performance Malfeasance. ....................................................................17 Section 10.07 Criminal Activity and DIsciplinary Action. .............................................................................18 Section 10.08 Retaliation Prohibited. ..............................................................................................................18 Section 10.09 Documentation. ..........................................................................................................................18 ARTICLE XI ASSURANCES AND CERTIFICATIONS....................................................................................18 Section 11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinquencies. ...................................................................................................19 Section11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited. in connection with this Contract............................................19 Section 11.05 Ineligibility to Receive the Contract. ..............:........................................................................19 Section 11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of Work. .........................................................................................20 ARTICLE X11 GENERAL BUSINESS OPERATIONS OF CONTRACTOR................................................20 Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .........................................................................................20 Section12.03 Insurance. ...................................................................................................................................21 Section 12.04 Fidelity Bond. .............................................................................................................................21 Section12.05 Liability Coverage. ....................................................................................................................21 Section 12.06 Overtime Compensation. ....................................................:.....................................................21 Section 12.07 Program Site. .............................................................................................................................22 Section12.08 Cost Allocation Plan. .................................................................................................................22 Section 12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(HUBs)..........................................................................22 Section12.11 Buy Texas. ..................................................................................................................................22 Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. ....................................................22 Section 12.13 Status of Subcontractors. ..........................................................................................................24 Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. ..........................................................24 Section12.15 Independent Contractor. ...........................................................................................................24 Section 12.16 Authority to Bind. ......................................................................................................................24 Section12.17 Tax Liability. ..............................................................................................................................24 Section 12.18 Notice of Organizational Change. ............................................................................................24 Section 12.19 Quality Management. ................................................................................................................25 Section 12.20 Equipment(Including Controlled Assets). ..............................................................................25 Section 12.21 Supplies. ......................................................................................................................................25 General Provisions(Core Subrecipient) 2014(July 15,2013) 2 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 12.22 Changes to Equipment List. .....................................................................................................26 Section 12.23 Property Inventory and Protection of Assets. .....„..................................................................26 Section 12.24 Bankruptcy. ................................................................................................................................26 Section 12.25 Title to Properh'. .......................................................................................................................26 Section 12.26 Property Acquisitions. ...............................................................................................................26 Section 12.27 Disposition of Property. ............................................................................................................26 Section 12.28 Closeout of Equipment. ................:............................................................................................27 Section 12.29 Assets as Collateral Prohibited. ................................................................................................27 ARTICLEXIII GENERAL TERMS....................................................................................................................27 Section 13.01 Assignment...................................................................................................................................27 Section13.02 Lobbying. ....................................................................................................................................27 Section 13.03 Conflict of Interest. ....................................................................................................................27 Section 13.04 Transactions Between Related Parties. ....................................................................................28 Section13.05 Intellectual Propertyi.. .................................................................................................................28 Section 13.06 Other Intangible Property. .......................................................................................................29 Section 13.07 Severability and Ambiguity. .....................................................................................................29 Section13.08 Legal Notice. ........ ...................................................................................................................29 Section 13.09 Successors. ..................................................................................................................................29 Section13.10 Headings. ....................................................................................................................................29 Section 13.11 Parties. ........................................................................................................................................29 Section 13.12 Survivability of Terms. ..............................................................................................................29 Section 13.13 Direct Operation. .......................................................................................................................30 Section 13.14 Customer Service Information. ................................................................. 30 Section 13.15 Amendment. ...............................................................................................................................30 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................30 Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. .....................................30 Section13.18 Inununity Not Waived. ..............................................................................................................31 Section 13.19 Hold Harmless and Indenniification. .......................................................................................31 Section 13.20 Waiver. ...................................................:...................................................................................31 Section 13.21 Electronic and Information Resources Accessibility and Security Standards. ...................31 Section 13.22 Force Majeure. ...........................................................................................................................32 Section 13.23 Interim Contracts. .....................................................................................................................32 Section 13.24 Cooperation and Communication. ...........................................................................................32 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE........................32 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................32 Section 14.02 General Remedies and Sanctions. ............................................................................................33 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................34 Section 14.04 Emergency Action. ....................................................................................................................35 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT.............................................................................35 Section 15.01 Breach of Contract Claim. ........................................................................................................35 Section15.02 Notice. .........................................................................................................................................35 Section 15.03 Sole Remedy. ..............................................................................................................................35 Section 15.04 Condition Precedent to Suit. .....................................................................................................35 Section 15.05 Performance Not Suspended. ...................................................................................................35 ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION...........................................................35 Section 16.01 Expiration of Contract or Program Attachment(s). ...............................................................36 Section 16.02 Effect of Termination. Contract. .............................................................................................36 Section 16.03 Acts Not Constituting Termination. .........................................................................................36 Section 16.04 Termination or Temporary Suspension without Cause..........................................................36 Section 16.05 Termination For Cause. ............................................................................................................36 General Provisions (Care Subrecipiennt)2014 (July 15,2013) 3 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core{Subrecipient) Section 16.06 Notice of Termination. ..............................................................................................................39 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................39 Section17.01 Void Contracts. ..........................................................................................................................39 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. ......................................39 Section 17.03 Appeals Rights. ..........................................................................................................................39 ARTICLE XVIII CLOSEOUT...............................................................................................................................39 Section 18.01 Cessation of Services At Closeout. ...........................................................................................39 Section 18.02 Administrative Offset. ...............................................................................................................39 Section 18.03 Deadline for Closeout. ...............................................................................................................39 Section 18.04 Payment of Refunds. .................................................................................................................39 Section 18.05 Disallowances and Adjustments. ..............................................................................................40 General Provisions(Core Subrecipient) 2014(July 15,2013) 4 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply,and shall require its subcontractor(s)to comply,with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,tales,and executive orders,as such statutes,regulations, rules,and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,rules or executive orders,the teens of this Contract will control. Contractor further agrees that,upon notification from DSHS,Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the tern of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s),Contractor shall comply with the requirements, eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract)for the duration of this Contract or any subsequent renewals. Tire Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS.Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and remedies,and, if appropriate,emergency action; and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial Eligibility. Where applicable, Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,performance,interpretation,and any issues that may arise in any dispute between the Parties,this Contract will be governed by,and construed in accordance with,the laws of the State of Texas. In the event of a dispute between the Parties,venue for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable, federal statutes and regulations,including federal grant requirements applicable to funding sources,will apply to this Contract. Contractor agrees to comply with applicable laws,executive orders,regulations and policies,as well as Office of Management and Budget(OMB) Circulars(as codified in Title 2 of the Code of Federal Regulations),the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov. Code Chapter 783,and Uniform Grant Management Standards(UGMS),as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Services Division. UGMA and UGMS can be located through web links on the DSHS website at littp://wwvw.dshs.state.tx.us/contracts/Iiiiks.sh€tu. Contractor also shall comply with all applicable federal and state assurances contained in UGMS,Part IH, State Uniforn Administrative Requirements for Grants and Cooperative Agreements §—.14. If applicable,Contractor shall comply with the Federal awarding agency's Common Rule,and the U.S. Health and Human Services Grants Policy Statement,both of which may be General Provisions(Core Subrecipient) 2014(July 15,2013) 5 located through web links on the DSHS website at littp:/hvww.dslis.state.tx.us/contracts/links.shtm. For contracts funded by block grants,Contractor shall comply with Tex. Gov, Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies, To the extent applicable to Contractor,Contractor shall comply with the following: a) the following statutes,rules,regulations,and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination, exclusion froze or limitation of participation in programs,benefits or activities or denial of any aid, care, service or other benefit on the basis of race,color,national origin,limited English proficiency,sex,sexual orientation(where applicable), disabilities,age,substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC §§2000d et seq.;2)Title IX of the Education Amendments of 1972,20 USC§§ 1681- 1683,and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973,29 USC§794(a);4)the Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.; 5)Age Discrimination Act of 1975,42 USC§§6101-6107;6)Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC§290dd(b)(1); 7)45 CFR Parts 80, 84, 86 and 91; 8)U.S. Department of Labor,Equal Employment Opportunity E.O. 11246; 9)Tex. Lab. Code Chapter 21; 10)Food Stamp Act of 1977(7 USC§200 et seq.; 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12)Drug Abuse Office and Treatment Act of 1972,21 USC§§ 1101 et seq.,relating to drug abuse; 13)Public Health Service Act of 1912,§§ 523 and 527,42 USC§290dd-2,and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 14)Title VIII of the Civil Rights Act of 1968,42 USC§§3601 et seq.,relating to nondiscrimination in housing;and 15)DSHS Policy AA- 5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986,8 USC§ 1324a,and Immigration Act of 1990, 8 USC 1101 et seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; - c) Pro-Children Act of 1994,20 USC§§ 6081-6084,and the Pro-Children Act of 2001,20 USC§7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§289a-1 et seq.,and 6601 (PL 93-348 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-28,which limits the political activity of employees whose employment is finided with federal funds; f) Fair Labor Standards Act,29 USC§§201 ct seq.,and the Intergovernmental Personnel Act of 1970, 42 USC§§4701 ct seq.,as applicable,concerning minimum wage and maximum hours; g) Tex. Gov. Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex.Lab. Code Chapters 401-406 and 28 Tex. Admin. Code Part 2,regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC§263a,regarding the regulation and certification of clinical laboratories; j) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030,or Title 25 Tex.Admin. Code Chapter 96 regarding safety standards for handling blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC §§2131 et seq,,pertaining to the treatment of laboratory animals; 1) environmental standards pursuant to the following: 1)Institution of environmental duality control measures under the National Environmental Policy Act of 1969,42 USC§§4321-4347 and Executive Order 11514(35 Fed.Reg. 4247),"Protection and Enhancement of Environmental Quality;"2) General Provisions(Core Subrecipiettt) 2014(July 15,2013) 6 Notification of violating facilities pursuant to Executive Order 1173 8 (40 CFR Pail 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts, Grants,or Loans;"3)Protection of wetlands pursuant to Executive Order 11990,42 Fed.Reg, 26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed. Reg.26951 and,if applicable,flood insurance purchase requirements of Section 102(x) of the Flood Disaster Protection Act of 1973 (PL 93-234);5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC§§ 1451 et seq.; 6)Federal Water Pollution Control Act, 33 USC §1251 et seq.;7)Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC §§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC§§7401 et seq.; 10)Wild and Scenic Rivers Act of 1968(16 USC §§ 1271 et seq.)related to protecting certain rivers system;and 11) Lead-Based Paint Poisoning Prevention Act (42 USG§§4801 et seq.)prohibiting the use of lead-based paint in residential construction or rehabilitation; rn) Intergovernmental Personnel Act of 1970(42 USC§§4278-4763)regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 CFR Part 900, Subpart F); n) Titles Il and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of poisons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§276a to 276a-7),the Copeland Act(40 U.S.C. §276c and 18 USC § 874),and the Contract Work Hours and Safety Standards Act(40 USC§§ 327-333),regarding labor standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966, §106(16 USC §470), Executive Order 11593,and the Archaeological and Historic Preservation Act of 1974(16 USC§§469a-1 et seq.)regarding historic property to the extent necessary to assist DSHS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No. A-133,"Audits of States,Local Goverrnnents, and Noll-Profit Organizations;" r) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC§7104); s) Executive Order, Federal Leadership on Reducing Text Messaging While Driving,October 1,2009,if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement,additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government;and certain additional provisions will apply to such Contractors. a) The following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts: 1) Hold Harmless and Indemnification,Section 13.19; 2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety;delete the word "employees"in the fourth sentence; the remainder of the section applies); 3) Insurance, Section 12.03; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; General Provisions(Core Subrecipient)2014(July 15,2013) 7 6) Historically Underutilized Businesses,Section 12.10(Contractor,however, shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status, Section 3.01; 8) Application of Payment Due, Section 3,02;and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts only). b) The following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that(1) the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government;and(3)the services,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex. Health& Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. c) Tire following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interlocal Cooperation Act,Tex. Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request,Contactor shall provide the Health and Human Services Commission(HHSC) Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to-- Civil Rights Office Health and Human Services Commission 701 W. 51st St.,Mail Code W206 Austin,Texas 78751 (888)388-6332 or(512)4384313 TTY Toll-free(877)432-7232 HHSCivilRightsOffice @hhsc.state.tx.us Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,permits,registrations and approvals to conduct its business and to perform the services tinder this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,pernnit,registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active status all licenses,certifications,pernnits,registrations and approvals required to perform their duties under this Contract General Provisions(Core Subrecipient) 2014(July i5,2013) 8 and shall prohibit any person who does not hold a current,active required license,certification,permit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation. This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations,,budget cuts,transfer of funds between programs or health and human services agencies,amendment of the Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. ARTICLE II SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons,who are housed in Departinent-licensed and/or-funded residential facilities and who are twenty-two (22)years of age or younger,have access to educational services as required by Tex.Educ. Code§ 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code§ 29,012 not later than the third calendar day after the date a person who is twenty-two(22)years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In the event of a local,state,or federal emergency,including natural,man- made,criminal,terrorist,and/or bioterrorisin events,declared as a state disaster by the Governor,or as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DSHS in providing services,as appropriate,in the following areas:community evacuation;health and medical assistance; assessment of health and medical needs;health surveillance; medical care personnel;health and medical equipment and supplies;patient evacuation; in-hospital care and hospital facility status; food,drug,and medical device safety;worker health and safety;mental health and substance abuse;public health information; vector control and veterinary services; and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency,be cost-effective,and be least intrusive oil Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under this Contract,either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex.Fam. Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex. Fam, Code Chapter 32,federal law supersedes state law. Section 2.04 Telenredicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses telemedicinc/tclepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department, Procedures for providing telemedicine service must include the following requirements: a) clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b) contraindication considerations for telernedicine use; c) qualified staff members to ensure the safety of the individual being served by telernedicine at the remote site; d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws; C) use by credentialed licensed providers providing clinical care within the scope of their licenses; General Provisions(Core Subrecipient) 2014(July 15,2013) 9 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 sewed; and i) management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telernedicine Medical Services does not include chemical dependency treatment services provided by electronic means under Rule§448.911. Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex.Health&Safety Code§ 12.032, DSHS Rule§1.91 covering Pees for Personal Health Services,and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be accounted for as Program Income in accordance with the DSHS Contractor's Financial Procedure Manual. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. Section 2,07 Services and Information for Persons with Limited English Proficiency. Contractor 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. Contractor 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. Contractor shall make every effort to avoid use of any persons under the age of eighteen(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, ARTICLE III FUNDING Section 3.01 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 Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor,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.). Contractor, if a corporation,further certifies that it is and will remain in good standing with the Secretary of State's office, A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term,all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. General Provisions(Core Subrecipient)2014(July 15,2013) 10 Section 3.04 Use for Match Prohibited, Contractor shall not use funds provided through this Contract for matching purposes in securing other finding unless directed or approved by the Department in writing. Section 3,05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or earned only as a result of a Program Attachment during the terra of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract,Contractor shall use the addition alternative,as provided in UGMS §_.25(g)(2),for the use of program income to further the program objectives of the state or federal statute under-which the Program Attachment was made,and Contractor shall spend the program income on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with tine Compliance and Reporting Article of these General Provisions,the Contractor's Financial Procedures Manual located at littp://Nvww.dslis.state,tx.us/contracts/cfpm,shtin and the provisions of the Program Attachment(s). Contractor shall expend program income during the Program Attachment term and may not carry forward to any succeeding term. Contractor shall refund program income not expended in the term in which it is earned to DSHS. DSHS may base future funding levels,in part,upon Contractor'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. Section 3.06 Nonsupplanting. Contractor shall not supplant(i.e.,use funds from this Contract to replace or substitute existing funding from other sources that also supports the 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. Contractor shall make a good faith effort to maintain its current level of support. Contractor 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 fiuiding under this Contract. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s),the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attaclnnent(s)and acceptable submission of a request for reimbursement; or b) unit rate/fee-for-service, This payment method is based oil a fixed price or a specified rates)or fee(s) for delivery of a specified unit(s)of service,as stated in the Program Attachment(s) and acceptable submission of all required documentation,forms and/or reports. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachinent(s)or permitted under the Third Party Payers section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department,Contractor shall submit a reimbursement or payment request as a final close-out bill not later than sixty(60) calendar days following the end of the term of the Program Attachment for goods received and services rendered during the term. If necessary to meet this deadline,Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSI-IS's offices more than sixty(60) calendar days following the end of the applicable terra will not be paid. Consideration of requests for an exception will be made on a case-by-case basis,subject to the availability of funding,and only for an extenuating circumstance,such as a catastrophic event,natural disaster,or criminal activity that substantially General Provisions(Core Subrecipient) 2014(July 15,2013) 11 interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 4.04 Working Capital Advance. If allowed raider this Contract,a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's financial Procedures Manual located at littn:HwwNv,dslis.state,tx.us/contracts/cftnn.slitin, Section 4.05 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of tine services provided. Third party payors include,but are not limited to,commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract,Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor 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 who are otherwise eligible for Department 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 Department for the deductible; (d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted,in which ease the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals 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 Department; and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized fiords under this Contract. Contractor is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met,Department will make payment in accordance with the Texas prompt payment law(Tex. Gov.Code Chapter 2251). Contractor shall comply with Tex. Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance, and all invoices and Contractor's performance are subject to audit or review by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor-has not refunded to Department,or if financial status report(s)required by the Department are not submitted by tine date(s)due. Department may take repayment(recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refinnds,contract settlements,audit recoveries,and interest earned on such funds before requesting cash payments including any advance payments from Department. General Provisions(Core Subrecipient) 2014(July 15,2013) 12 Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health Sctvices section of the Services Article of these General Provisions or under 25 Tex.Admin. Code§444,413, Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients or participants,and Contractor shall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Allowable Costs. For services satisfactorily perforined, and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable teen to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the Rinds to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due . date(s). DSHS may take repayment (recoup)from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles,audit requirements,and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Principles Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS, OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular A-110(2 (2 CFR,Part 220) A-133 CFR,Part 215)and applicable Federal awarding agency common rule;and UGMS,as applicable Non-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122(2 CFR,Part A-133 and UGMS A-110(2 CFR,Part 230) 215)and applicable Federal awarding agency common rule For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other-than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency COmrnorl rule in OMB Circular A-122 Procedures,or (2 CFR Part,230)as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the General Provisions(Core Subrccipient)2014 (July 15,2013) 13 federal or state awarding agency A chart of applicable Federal awarding agency common rules is located through a weblink oil the DSHS website at http://ivww.dshs.state.tx.us/contracts/Iiiiks.shtnr. 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. Section 6.02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal funds awarded, Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget(OMB)Circ.No.A-133, the Single Audit Act of 1984,P L 98-502,98 Stat. 2327,and the Single Audit Act Amendments of 1996,P L 104-156, 110 Stat. 1396. The$500,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state fiends awarded,Contractor must have a single audit or program-specific audit in accordance with UGMS, State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS,as applicable, for their program-specific audits.The H14SC Office of Inspector General(OIG)will notify Contractor to complete the Single Audit Status Registration Forin. If Contractor fails to complete the Single Audit Status Form within thirty(30) calendar days after notification by OIG to do so,Contractor shall be subject to DSHS sanctions and remedies for icon-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,which is accessible through a web link on the DSHS website at httu://ivww.dslis.state.tx.us/contracts/litiks.shtm. Contractor shall procure audit services in compliance with this section,state procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contractor is a state governmental entity,shall competitively re-procure independent single audit services at least every six(6)years. Section 6.03 Submission of Audit. Within thirty(30)calendar days of receipt of the audit reports required by the Independent Single or Program-Specific Audit section,Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG,at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O.Box 149347 Conrpliance/Audit,Mail Code 1326 Austin,Texas 78714-9347 P.O. Box 85200 Austin,Texas 78708-5200 If Contractor 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 Contractor of an audit report,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE VII CONFIDENTIALITY Section 7.01 Malntenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and client records that contain protected health information(PHI),and any other information that discloses confidential personal information or identifies any client served by DSHS,in accordance with applicable federal and state laws,rules and regulations,including but not limited to 7 CFR Part 246;42 CFR Part 2;45 General Provisions(Core Subrecipient) 2014 (July 15,2013) 14 CFR Parts 160 and 164(Health Insurance Portability and Accountability Act[HIPAA]);Tex. Health&Safety Code Chapters 12,47, 81,82, 85,88,92, 161, 181,241,245,251,534, 576,577,596,611,and 773; and Tex. Oce. Code Chapters 56 and 159 and all applicable rules and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential information under this Contract,without the consent of the individual to whom the PHI relates, for funding, payment and administration of the grant program,and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR§ 164.504(e)(3)(i)(B),Tex.Health&Safety Code§533.009 and Rule Chapter 414, Subchapter A or other applicable laws or rules. Contractor shall disclose information described in Tex. Health&Safety Code§ 614.017(x)(2)relating to special needs offenders,to an agency described in Tex. Health& Safety Code§ 614.017(c)upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department,without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if care or treatment is transferred to another DSHS- funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care,services,or programs,Contractor shall implement Department's policies based on the HIV/AIDS(human immunodeficiency virus/acquired immunodeficiency syndrome)Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,Policy No.090.021, and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS,in accordance with the Tex.Health& Safety Code § 85.112-114.A link to the Model Workplace Guidelines can be found at http://www.dslis.state.tx.us/Iiivstd/volicy/t)olicies.shtnr. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum,Contractor shall retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract,for a period of four(4)years after the termination of this Contract. If services are funded through Medicaid,the federal retention period,if more than four(4)years,will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22,Part 9, § 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations,it shall ensure that records relating to this Contract are securely General Provisions (Core Subrecipient) 2014(July 15,2013) 15 stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract tenninates,whichever is sooner. Contractor shall provide,and update as necessary, the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE IX ACCESS AND INSPECTION Section 9.01 Access. In addition to any right of access arising by operation of law,Contractor,and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives,as well as duly authorized federal,state or local authorities,including the Comptroller General of the United States,OIG,and the State Auditor's Office(SAO),unrestricted access to and the right to examine any site where business is conducted or client services are performed,and all records (including financial records,client and patient records,if any,and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract; and the right to interview members of Contractor's governing body,staff,volunteers,participants and clients concerning the Contract,Contractor's business and client services. If deemed necessary by the Department or the OIG,for the purpose of investigation or hearing,Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment,and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments, Contractor shall make available to the Department information collected,assembled or maintained by Contractor relative to this Contract for the Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall,upon request,make all records,books,papers, documents,or recordings related to this Contract available for inspection,audit,or reproduction during normal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of finds under this Contract acts as acceptance of the authority of the SAO,or any successor agency,to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation,including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract funds disbursed by Contractor to its subcontractors,and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site(s)will be conveyed in writing to Contractor. Contractor shall submit,by the date prescribed by DSHS,a resolution to the deficiency identified in a site inspection,program or management review or financial audit to the satisfaction of DSHS or,if directed by DSHS,a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions. General Provisions(Core Subrecipient) 2014(July 15,2013) 16 ARTICLE X NOTICE REQUIREMENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental Health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases(HIV/STD);Family Planning(Titles V,X and XX);Primary Hcalth Care;Matenial and Child Health;and Women,Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex. rain. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimtun the Department's Child Abuse Screening, Documenting,and Reporting Policy for Contractors/Providers and train all staff oil reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department located at www,dshs.state.tx.us/clrildabusereportin2. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 10.02 Significant Incidents, In addition to notifying the appropriate authorities,Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the health,safety or welfare of Department-funded clients or participants within seventy-two (72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not limited to an action,suit or proceeding before any court or governmental body,including environmental and civil rights matters,professional liability, and employee litigation. Notification must include the names of the parties,nature of the litigation and remedy sought,including amount of damages, if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within three(3)working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the contract;and the contract or case reference number. If Contractor,as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity, it shall disclose this information within three(3)working days of the surrender,suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the license action;and a license or case reference number. Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency, incapacity,or outstanding unpaid obligations to the Internal Revenue Service(IRS)or Texas Workforce Commission(TWC)within three(3) working days of the date of determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor-shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3) working days of such action by Contractor's governing body. Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,unlawful activity,or violation of financial laws,rules,policies,and procedures related to performance under this Contract. Contractor shall make such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. General Provisions(Core Subrecipient) 2014(July 15,2013) 17 Additionally,if this Contract is federally funded by the Department of Health and Human Services(HHS), Contractor shall report any credible evidence that a principal,employee,subcontractor or agent of Contractor, or any other person,has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct involving those funds. Contractor shall make this report to the SAO at httu://sao.fraud.state.tx.us,and to the HHS Office of Inspector General at http://iNxv%v.oi .lets. ogv/frau(l/hotliiie/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision,received deferred adjudication, is presently indicted for or has been convicted of a criminal offense related to any financial matter,federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor,or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization,an employee or volunteer of Contractor, or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed on community supervision,received deferred adjudication,or been indicted for or convicted of a criminal offense relating to involvement in any financial matter,federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor-has knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who engaged,or was alleged to have engaged,in an activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSHS. Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of,or cooperates with an investigation regarding,any applicable law,rule,regulation or standard to the Department, another state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CPR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180(parts A-1),45 CFR Part 76(or comparable federal regulations); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; General Provisions(Core Subrecipient) 2014(July 15,2013) 18 g) neither it,nor its principals have within the three(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against thetas for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain, or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-rigging),or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records,making false statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; 11) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal, state or local)with the commission of any of the offenses enumerated in subsection g)of this section; and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article,without modification(except as required to make applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract,Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by Tex. Fam. Code§231.006,a child support obligor who is more than thirty(30)calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner}shareholder,or owner with an ownership interest of at least twenty-five percent(25%)is not eligible to receive payments from state funds under a contract to provide property,materials,or services or receive a state-funded grant or loan. If applicable, Contractor shall maintain its eligibility to receive payments under this Contract,certifies that it is not ineligible to receive the payments specified in this Contract,and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or fixture employment,gift,loan, gratuity,special discount,trip, favor,service or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 11.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. Code§2155.004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation frorn DSHS to participate in developing,drafting or preparing the specifications, requirements,statements)of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor,nor its employees,nor anyone acting for Contractor has received compensation from DSHS for participation in the development,drafting or preparation of specifications, General Provisions(Core Subrecipient) 2014(July 15,2013) 19 requirements or statement(s)of work for this Contract or in the Solicitation Document on which this Contract is based;(b)pursuant to Tex. Gov. Code §§ 2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law,or been assessed a federal civil or administrative penalty,in connection with a contract awarded by the federal government for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,2005; (c)Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract tinder Tex, Gov. Code§§2155.004,2155.006 or 2261.053,and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 1 1.06 Antitrust. Pursuant to 15 USC § 1,et seq. and Tex.Bus. &Comm. Code§ 15.01,et seq. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. Scction 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations,including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further,Contractor's governing body shall ensure separation of powers,duties,and functions of governing body members and staff. Staff members,including the executive director,shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence the employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573)to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two(2)years prior to the election,appointment or employment of the officer,employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body, officers and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual, and any of its subsequent amendments,which is available at the Department's web site: ]ittV://www.dstis.state,tx.us/coiitracts/cf piii.slitin. Contractor shall maintain an appropriate contract administration system to ensure that all tenns,conditions,and specifications are met during the term of the contract through the completion of the closeout procedures. Contractor shall develop,implement,and maintain financial management and control systems that nneet or exceed the General Provisions(Core Subrecipient) 2014(July 15,2013) 20 requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include,at a minimum,the following: a) financial planning,including the development of budgets that adequately reflect all functions and resources necessary to cagy out authorized activities and tite adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to tine general ledger;and c) effective internal and budgetary controls; comparison of actual costs to budget;determination of reasonableness,allowableness,and allocability of costs; timely and appropriate audits and resolution of any findings;billing and collection policies; and a mechanists capable of billing and staking reasonable efforts to collect from clients and third parties. Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost,stolen,damaged or destroyed. If any insured equipment purchased with DSHS funds is lost,stolen, damaged or destroyed,Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit tine insurance proceeds to DSHS. Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to catty a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to$100,000 that covers each employee of Contractor handling funds under this Contract,including person(s)authorizing payment of such funds. Tile fidelity bond or insurance must provide for indemnification of losses occasioned by(1)any fraudulent or dishonest act or acts committed by any of Contractor's employees,either individually or in concert with others,and/or(2)failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. Tile bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 12.05 Liability Coverage. For the benefit of DSHS, Contractor shall at all times maintain liability insurance coverage,referred to in Tex. Gov. Code§2261.102,as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible pet-sons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act;for-profit corporations organized under the Texas Business Corporations Act;and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section,Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to all individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion General Provisions(Core Subrecipient) 2014(July 15,2013) 21 of overtime only under the following conditions. 1)with the prior-written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck;3)when employees are performing indirect functions,such as administration,maintenance,or accounting;4)in performance of tests,laboratory procedures, or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed; or 5)when lower overall cost to DSHS will result. Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local,state and federal zoning,building,health,fire,and safety standards. Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O.Box 149347,Austin,Texas 78714-9347,or by email to mai lto:coseap(�rD,dshs.state.tx.us no later than the 60"'calendar day aver the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan on file with the Department. Contractor shall implement and follow the applicable Cost Allocation Plan. If Contractor's plan is the saute as the plan previously submitted to DSHS,by signing this Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted. If the Cost Allocation Plan changes during the Contract term,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30)calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at f_ittp://www.dslis.state,tx.us/contracts/cfpin.shti Section 12.09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS,and from using the Department's name, logo or website link in any manner that is intended,or that could be perceived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program,services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses(HUBs).If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment,Contractor is encouraged to make a good faith effort to consider subcontracting with HUBS in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex,Admin. Code§ 20.10 et seq. Contractors may obtain a list of HUB$at httl)://wlyw.wiiidow.state.tx.us/procui-eiiicilt/l)roglhtib. If Contractor has filed a HUB subcontracting plan,the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBs during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each montli for the prior month's activity,if there was any such activity, in accordance with 34 Tex.Admin. Code§20.16(b). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code§2155.4441. Section 12.12 Contracts with Subr•ecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000,Contractor shall obtain written approval from DSHS. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS. Contractor shall ensure that General Provisions(Core Subrecipient) 2014(July 15,2013) 22 subcontractors are fully aware of the requirements placed upon them by state/federal statutes,rules,and regulations and by the provisions of this Contract. Contracts with all subcontractors,whether vendor or subrecipient,must be in writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN) or Employee Identification Number(EIN); b) a detailed description of the services to be provided; c) measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable termination clause;and e) beginning and ending dates that coincide with the dates of the applicable Prograun Attachnrent(s) or that cover a term within the beginning and ending dates of the applicable Program Attachrnent(s). Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall not contract with a subcontractor,at any tier,that is debarred,suspended,or excluded from or ineligible for participation in federal assistance programs; or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section(Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related Parties sections(General Terms Article). General Provisions(Core Subrecipient) 2014(July 15,2013) 23 Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements;have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three(3)years any license issued by the Department. Section 12.14 Incorporation of Terms In Subrecipient Subcontracts. Contractor shall include in all its contracts with Subrecipient subcontractors and solicitations for subrecipient subcontracts,without modification (except as required to make applicable to the subcontractor),(1) the certifications stated in the Assurances and Certifications Article;(2)the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article; and(3) a provision granting to DSHS,SAO, OIG,and the Comptroller General of the United States,and any of their representatives, the right of access to inspect the work and the premises on which any work is performed,and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions. Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachrnent(s)applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 12.13 or ally of the certifications stated in the Assurances and Certifications Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12.13 or the assurances stated in the Assurances and Certifications Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees,subcontractors,joint venture participants or agents. Contractor is not ail agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its employees,subcontractor's,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS, this Contract will be.subject to remedies and sanctions under this Contract,including immediate termination at the Department's discretion. If the Contract is terminated under this section,the Department will not enter into a contract with Contractor for three(3)years from the date of termination. Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within ten(10)business days of any change to the Contractor's name;contact infonnation;key personnel,officer,director or partner;organizational structure,such as merger, acquisition or change in form of business;legal standing; or authority to do business in Texas.A change in Contractor's name and certain changes in organizational structure require air amendment to this Contract in accordance with the Amendments section of these General Provisions. General Provisions(Core Subrecipient) 2014(July 15,2013) 24 Section 12,19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.20 Equipment. Equipment means an article of nonexpendable,tangible personal property having a useful lifetime of more than one year and an acquisition cost of$5,000 or more. Contractors shall inventory all equipment,and report the inventory on the Contractors Property Inventory Form or Form GC--11 as required under Section 12.23Contractor shall initiate the purchase of all equipment approved in writing by DSHS,in the first quarter of the Contract or Program Attachment 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 of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies,drugs,janitorial supplies,office supplies,patient educational supplies,software,and any items of tangible personal property other than those defined as equipment above, Tangible personal property includes controlled assets,including firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than$5,000: desktop and laptop computers(including notebooks,tablets and similar devices),non-portable printers and copiers,emergency management equipment,communication devices and systems,medical and laboratory equipment,and media equipment are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required,but such purchases must be reported on the Contractors Property Inventory Form or Form GC-11 as detailed sander Section 12.23. General Provisions(Core Subrecipient) 2014(July 15,2013) 25 Section 12.22 Changes to Equipment List. All items of equipment to bepurchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attachment,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved,Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request,as appropriate; or,in the case of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment,supplies defined as controlled assets,and property described in the Other Intangible Property section of Article XIII and submit an annual cumulative report of the equipment and other property on Form GC-1 1 (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 15'x'of each year. The report is located on the DSHS website at lrttp://www.dshs.state.tx.us/cotitrac, s/foniis.slitnr. Contractor shall maintain,repair,and protect assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified,reimbursed,or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract, Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy,Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy,and title must revert to Department. If directed by DSHS,Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any,contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment,and supplies in possession of the subcontractor from the bankruptcy,and title must revert to Department,who may require that the property, equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor,for any reason,title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may,at its option and to the extent allowed by law,transfer the reversionary interest to such property to Contractor. Section 12.26 Property Acquisitions. Department funds must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable, Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's(AHA's)`Estimated Useful Lives of Depreciable Hospital Assets"in disposing,at any time during or after the Contract term,of equipment purchased with the Department funds,except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state,or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requirements of UGMS, If,prior to the end of the useful life, any item of equipment is no longer needed to perforixr services under this Contract,or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than$5,000, Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an item reaches the end of its useful life,Contactor shall General Provisions(Core Subrecipient) 2014(July 15,2013) 26 ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12,28 Closeout of Equipment, At the end of the term of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated,Contractor shall submit to the contract manager assigned to the Program Attachment,an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department funds must be secured by Contractor at the time of Closeout or termination of the Program Attachment and must be disposed of according to the Department's disposition instructions,which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor,at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XIII GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign,or sell its interest,in whole or in part,in this Contract,or in any equipment purchased with funds from this Contract,without the prior written consent of the Department. Section 13.02 Lobbying, Contractor shall comply with Tex.Gov. Code§ 556.0055,which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further,Contractor shall not use funds paid under this Contract,either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of government,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state legislature,or for influencing or attempting to influence an officer or employee of any federal or state 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 contract or the extension, continuation,renewal,amendment,or modification of any contract (31 USC§ 1352 and UGMS). If at any time this Contract exceeds$100,000 of federal finds,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract,a certification that none of the funds provided by Department have been or will be used for payment to lobbyists,and disclosure of the names of any and all registered lobbyists with whore Contractor has an agreement. Contractor shall file the declaration,certification,and disclosure at the time of application for this Contract;upon execution of this Contract unless Contractor previously filed a declaration,certification,or disclosure form in connection with the award;and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration,certification,or disclosure previously filed. Contractor-shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager-assigned to the Program Attachment, Contractor shall also comply,as applicable,with the lobbying restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;2 CFR Part 225 (A-87)Appendix B section 24; 2 CFR§215.27(A-110)and 2 CFR Part 220(A-21)Appendix A,subsection J.17 and J.28. Contractor shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its -subcontractors, if any,do not have nor shall Contractor or its subcontractors knowingly acquire or retain,any financial or other General Provisions(Core Subrecipient) 2014(July 15,2013) 27 interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include,but are not limited to,an existing or potential business or personal relationship between Contractor(or subcontractor), its principal(or a member of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC, their commissioners or employees, or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. If,at any time during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest,Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10) days of when Contractor becomes aware of the existence of the actual or potential conflict of interest, Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten(10)days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13.04 Transactions Between Related Parties, Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing Under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attachment the name, address and telephone number of the related party,]row the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage,common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor,for purposes of reporting transactions between related parties,includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars,which may include 45 CFR part 74,OMB Circ.No.A-110,2 CFR§215.42,and UGMS. Section 13.05 Intellectual Property. Tex. Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developcd as a result of this Contract. a) "Intellectual property"means created property that may be protected under copyright,patent, or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"work unade for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire,Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter,and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas,as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contactor for goods provided or services rendered under this Contract. c) If federal fluids are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,or otherwise use,and to authorize others to use, for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract;and(2)any rights of copyright to which a Contractor purchases ownership with contract fiends. Contractor shall place all acknowledgment of federal awarding agency grant General Provisions (Core Subrecipient)2014(July 15,2013) 28 support and a disclaimer,as appropriate,on any publication written or published with such support and,if feasible,on any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from(federal awarding agency)"or"The project described was supported by grant number from(federal awarding agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awarding-agency)." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and irrevocable license to reproduce,publish or otherwise use,and to authorize others to use,for DSHS,public health,and state governmental noncommercial purposes(1) the copyright,trademark,service mark,and/or patent oil an invention,discovery,or improvement to any process,machine,manufacture,or composition of matter;products;technology;scientific information;trade secrets; and computer software,in any work developed under a grant,subgrant,or contract under a grant or subgrant;and(2)any rights of copyright,service or trade marks or patents to which a grantee,subgrantce or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law,Contractor cannot publish those results without prior-review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,URLs, software Iicenses with a value of$500 or more,etc. Contractor shall inventory all such non-copyrightable intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid,the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted,proposed and accepted. Section 13.08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract will be deemed to have been received by a Party oil the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or,if sent by certified mail, on the date of receipt. Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other.that they are entities fully familiar with transactions of the kind reflected by the contract documents, and are capable of understanding the terminology and meaning of their terrns and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that(a)the General Provisions(Core Subrecipient) 2014(July 15,2013) 29 Parties have expressly agreed will survive any such termination or expiration,or(b)remain to be performed or (c)by their nature lvould be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion,the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13,14 Customer Service Information. If requested,Contractor shall supply such information as required by the Department to comply with the provisions of Tex.Gov. Code Chapter 2114 regarding Customer Service surveys. Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties,except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment;and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment term,as applicable,Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article,Contractor shall not perform or produce, and DSHS will not pay for the performance or production of, different or additional goods,services,work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any term,covenant,or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13,16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval; a) contractor's contact person and contact information; b) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; c) cumulative budget transfers that exceed 25%among direct cost categories, other than the equipment category,of cost reimbursement contract Program Attachments of less than$100,000,000,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures;and e) a change in Contractor's share of the budget concerning non-DSHS funding other than program income and match,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS funds, Contractor within ten(10)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification may be by letter,fax or email. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or less among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be General Provisions(Core Subrecipient)2014(July 15,2013) 30 made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories,other than the equipment category,that exceed 25%of Program Attachments of 100,000 or more,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting all item of equipment equivalent to an itern of equipment oil the approved budget; e) changes in the equipment category of a previously approved equipment budget; f) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g.,foreign travel expenses,overtime premiums,membership fees;and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from or to the equipment category that equal or exceed 10%of any Program Attachment require an amendment to this Contract as described in the Amendment section of this Article). In order to request a revision of any of the enumerated provisions,Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for all amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indemnification. Contractor,as an independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers,and the federal government harmless and to indemnify them from any and all liability,suits,claims, losses,damages and judgments;and to pay all costs,fees,and damages to the extent that such costs,fees,and damages arise from performance or nonperformance of Contractor,its employees,subcontractors,joint venture participants or agents under this Contract. Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,non-action or default under this Contract will not constitute a waiver of either Party's rights under this Contract. Section 13,21 Electronic and Information Resources Accessibility and Security Standards. As required by 1 Tex. Admin. Code Chapters 213 and 206,as a state agency,DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Informatiou Resources specified in 1 Tex. Admin. Code Chapter 213 and Website Accessibility Standards/Specifications specified in 1 Tex. Admin. Code Chapter 206(collectively EIR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance tinder this Contract includes the development,modification or maintenance of a website or other electronic and information resources for DSHS or for the public on behalf of DSHS,Contractor certifies that the website or- other electronic and information resources comply with the EIR Standards. Contractor further certifies that ally network hardware or software purchased or provided under this Contract has undergone independent General Provisions (Core Subrecipient) 2014(July 15,2013) 31 certification testing for known and relevant vulnerabilities,in accordance with rules adopted by Department of Information Resources. Section 13.22 Force Majeure. Neither Party will be liable for any failure,or delay in performing all or some of its obligations,as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party,including,but not limited to,extraordinarily severe weather,strikes,natural disasters,fire,civil disturbance,epidemic,war,court order,or acts of God. The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and,if applicable,for any reasonable period of time thereafter . required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.)and,as soon as practicable,must submit written notice with proof of receipt,of the existence of a force maj cure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as an"Interim Contract"beyond the expiration date of the term of the Contract or Program Attachment(s),as applicable,under the following circumstances: (1)on or shortly prior to the expiration date of the Contract or Program Attachment,there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment; and(2) DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a detennination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services(with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract, or both. The notice will include billing instructions and detailed information on how DSHS will fund the goods or services to be procured during the Interim Contract term. The Interim Contract will terminate thirty(30)days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Department staff and,as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include,but are not limited to, the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract,including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; e) failure by Contractor to provide a full accounting of funds expended under this Contract; fl discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or General Provisions(Core Subrecipient)2014 (July 15,2013) 32 h) Contractor is on or is added to the Excluded Parties List System(EPLS). Section 14.02 General Rernedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may investigate,audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terns of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute,rule or regulation,or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline can be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract,including but not limited to compliance with applicable statutes,rules or regulations,the Department may take one or more of the following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inforn Contractor of the termination no less than thirty(30)calendar days before tire effective date of the termination in a notice of termination, except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination,the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily(1)discontinue performance of all or part of the Contract, and/or (2)discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension, pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance and/or incur allowable expenses. Contractor shall not bill DSHS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c) deny additional or firture contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service, 3)expend fluids appropriately and at a rate that will make full use of the award,or 4)achieve local match,if required; e) disallow costs and credit for matching funds,if any,for all or part of the activities or action not in compliance; 1) temporarily withhold cash payments. Temporarily withholding cash payments means tire temporary withholding of a working capital advance,if applicable, or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed by Contractor for(1)unallowable,undocumented,disputed, inaccurate,improper,or crroncous billings; (2)material failure to comply with Contract provisions; or (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained General Provisions(Core Subrecipient) 2014 (July 15,2013) 33 fraudulently or upon the Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any funds paid under this Contract; 1) request that Contractor be removed from the Centralized Master Bidders List(CMBL) or any other state bid list,and barred from participating in future contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor on probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six(6)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor. Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely be conducted; 1) require Contractor to obtain technical or managerial assistance; m) establish additional prior approvals for expenditure of fitnds by Contractor; n) require additional or more detailed,financial and/or programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e,g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices,or failure to comply with Contract terms; p) pursue a claim for damages as a result of breach of contract; q) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participants,or require removal of any employee,volunteer,officer or governing body member,if the employee,volunteer,officer or member of the governing body has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; 1) withhold any payments to Contractor to satisfy any recoupment,liquidated damages,match insufficiency,or any penalty(if the penalty is permitted by statute) imposed by DSHS,and take repayment from fitnds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; s) reduce the Contract term; t) recoup improper payments when it is verified that Contractor has been overpaid,e.g,,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices or failure to comply with Contract terms; u) assess liquidated damages; v) demand repayment of an amount equal to the amount of any match Contractor failed to provide,as determined by DSHS; w) impose other-remedies,sanctions or penalties permitted by statute, Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced),stating the nature of the remedies and sanction(s), the reasons for imposing them,the corrective actions,if any,that must be taken before the actions will be removed and the time allowed for completing the corrective actions,and the method,if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment,Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan)or demonstrate in writing that the findings on which the remedies or sanction(s) are based are either invalid or do not warrant the remedies or sanction(s). If Department determines that a remedy or sanction is warranted,unless the remedy or sanction is subject to review tinder a federal or state statute, regulation,rule,or guideline,Department's decision is final. Department will provide written notice to General Provisions(Core Subrecipient) 2014(July 15,2013) 34 Contractor of Department's decision, If required by the Department,Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter,and if recoupment is available,DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract. Section 14.04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny future contract awards,or delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action. An"emergency"is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health,welfare or safety. The direct adverse effect may be programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures;or b) Contractor is expending fluids inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Contract Clain. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules§§4,11- 4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex. Gov Code Chapter 2260,subchapter B. To initiate the process,Contractor shall submit written notice,as required by subchapter B,to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260,subchapter B,are being involved. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260,subchapter C. Section 15.03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter 2260, subchapter C,is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article, Section 15.04 Condition Precedent to Shit. Compliance with the contested case process provided in Tex. Gov. Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ. Prac. &Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. Section 15,05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor, in whole or in part. ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION General Provisions(Core Subrecipient)2014(July 15,2013) 35 Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terns section of the General Terms Article,Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments,all or a part of this Contract may be terminated with or without cause under this Article. Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded fiends. Contractor's costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of temnation: Upon termination of this Contract or Program Attachment, as applicable,Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment,as applicable,to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract,Department and Contractor will be discharged from any further obligation created under the applicable terms of this Contract or the Program Attachment,as applicable,except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS,and except as provided in the Survivability of Terns section of the General Terms Article. Termination does not,however,constitute a waiver-of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's(1) ,,vthdrawal of funds awarded our the basis of Contractor's underestimate of the unobligated balance in a prior period;(2)withdrawal of the unobligated balance at the expiration of the term of a program attachment; (3) refusal to extend a program attachment or award additional fiords to make a competing or noncompeting continuation,renewal,extension,or supplemental award; (4)non-renewal of a contract or program attachment at Department's sole discretion; or(5)voiding of a contract upon determination that the award was obtained fraudulently,or was otherwise illegal or invalid from inception. Section 16.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the other Party,except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services,Contractor shall give the Department at least ninety(90) calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if fiords become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human services agencies,amendments to the Appropriations Act,health and human services consolidations,or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension.Upon notification of temporary suspension, Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of the suspension. d) Department may terminate this Contract or a Program Attachment immediately when,in the sole determination of Department,termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30)calendar days written notice to the other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other conduct that jeopardizes the Contract objectives,by General Provisions(Core Subrecipient)2014(July 15,2013) 36 giving at-least thirty(30)calendar days written notice to Contractor. Such conduct may include one or more of the following; a) Contractor has failed to adhere to any laws,ordinances,rules,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statement(s)of work or Solicitation Document on which this Contract is based in violation of Tex.Gov. Code§2155.004; or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code§§2155,006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) if judgment for the payment of money in excess of$50,000(that is not covered by insurance)is rendered by any court or governmental body against Contractor,and Contractor does not(a) discharge the judgment,or(b)provide for its discharge in accordance with its terms,or(c)procure a stay of execution within thirty(3 0)calendar days from the date of entry of the judgment, or(d)if the execution is stayed,within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed,appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization,arrangement, insolvency,readjustment of debt,dissolution, receivership or liquidation law of anyjurisdiction then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization,arrangement,insolvency, readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30)calendar days;or 10) Contractor consents to the appointment of a rcceiver, trustee,or liquidator of Contractor or of all or any part of its property; General Provisions(Core Subrecipient)2014(July 15,2013) 37 h) Contractor's management system does not meet the UGMS management standards;or i) Any required license,certification,pennit,registration or approval required to conduct Contractor's business or to perfoini services under this Contract is not obtained or is revoked,is surrendered, expires,is not renewed,is inactivated or is suspended. General Provisions(Core Subrecipient) 2014(July 15,2013) 38 Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception, Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void,or is suspended,or is terminated for cause is not eligible for expansion of current contracts,if any,or new contracts or renewals until, in the case of suspension or termination,the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally, if this Contract is found to be void,any amount paid is subject to repayment, Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code§ 2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds,Contractor may request an administrative hearing under Tex. Gov. Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment)on its own terms, Contractor shall cease services under this Contract or Program Attachment; and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary, to ensure the orderly and safe transfer of responsibilities Under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers,as needed. Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachment is terminated or has expired. Upon termination,expiration(with no renewal)or non- renewal of this Contract or a Program Attachment,Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset, The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18.03 Deadline for Closeout, Contractor shall submit all financial,performance,and other Closeout reports required under this Contract within sixty(60)calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article,the Department is not liable for any claims that are not received within sixty (60)calendar days after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result in a refund due,which Contractor shall pay within the time period established by the Department. General Provisions(Core Subrecipient) 2014(July 15,2013) 39 Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any finids due as a result of later refunds,corrections,or other transactions. General Provisions(Core Subrecipient) 2014(July 15,2013) 40 00 `� AGENDA MEMORANDUM yaBPOR0.E0 First Reading Ordinance for the City Council Meeting of October 8, 2013 18V Second Reading Ordinance for the City Council Meeting of October 15, 2013 DATE: September 25, 2013 TO: Ronald L. Olson, City Manager FROM: Annette Rodriguez, Director of Public Health An netter()cctexas.com 361-826-7205 Seafood & Aquatic Life Activities grant FY 13-14 Approval of grant award and appropriation of funds CAPTION: Ordinance authorizing the City manager or designee to execute all documents necessary to accept and appropriate a grant of $22,500 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide laboratory services for the analysis of bay water samples for the contract period of September 1, 2013 through August 31, 2014; and to ratify acceptance of the grant to begin as of September 1, 2013. PURPOSE: The Seafood Grant allows the Health District Laboratory to test oyster beds in the Gulf to assure they are safe for human consumption. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant in the amount of $22,500.00 to provide funding for laboratory services for the analysis of bay water samples beginning September 1, 2013 through August 31, 2014 for the purchase of supplies to support the analysis of marine water for the Seafood Safety Division of DSHS. ALTERNATIVES: Discontinue analysis of bay water samples OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Corpus Christi Nueces County Public Health District Legal Finance FINANCIAL IMPACT: X Operating n Revenue o Capital a Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered/ Expended Amount This item $22,5001 1 $22,500 BALANCE $22,500 $22,500 Funds): Comments: No match funding required RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Contract No. 2014-043952-001 Ordinance Ordinance authorizing the City manager or designee to execute all documents necessary to accept and appropriate a grant of $22,500 from the Texas Department of State Health Services In the Health Grants Fund No. 1066 to provide laboratory services for the analysis of bay water samples for the contract period of September 1, 2013 through August 31, 2014; and to ratify acceptance of the grant to begin as of September 1, 2013. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: The City Manager, or his designee, is authorized to execute all documents necessary to accept and appropriate a grant in the amount of $22,500 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide laboratory services for the analysis of bay water samples for the contract period of September 1, 2013 through August 31, 2014 (Contract#2014-043952). Section 2: Further the City Council ratifies acceptance of the grant to begin as of September 1, 2013. A copy of the executed grant shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2013, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2013, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of , 2013. ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor DEPARTMENT OF STATE HEALTH SERVICES x �k This contract, number 2014-043952 (Contract), is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and CITY OF CORPUS CHRISTI(Contractor), a Government Entity, (collectively, the Parties). 1. Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations as described in the Program Attachments. 2. Total Amount of the Contract and Payment Method(s). The total amount of this Contract is $22,500.00, and the payment method(s) shall be as specified in the Program Attachments. 3. Funding Obligation. This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict,reduce, or terminate funding under this Contract. 4. Term of the Contract. This Contract begins on 09/01/2013 and ends on 08/31/2014. DSHS has the option, in its sole discretion, to renew the Contract as provided in each Program Attachment. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. 5. Authority. DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Documents Forming Contract. The Contract consists of the following: a. Core Contract(this document) b. Program Attachments: 2014-043952-001 SEAFOOD & AQUATIC LIFE c. General Provisions (Vendor) d. Exhibits —N/A Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 7. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the 92648-1 General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 8. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: CITY OF CORPUS CHRISTI Address: PO BOX 9277 CORPUS CHRISTI, TX 78469-9277 Vendor Identification Number: 17460005741027 9. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. By signing below, the Parties acknowledge that they have read the Contract and agree to its terms, and that the persons whose signatures appear below have the requisite authority to execute this Contract on behalf of the named party. DEPARTMENT OF STATE HEALTH SERVICES CITY OF CORPUS CHRISTI By: By: Signature of Authorized Official Signature Date Date Bob Burnette, C.P.M., CTPM Printed Name and Title Director, Client Services Contracting Unit Address 1100 WEST 49TH STREET AUSTIN, TEXAS 78756 City, State, Zip (512) 458-7470 Telephone Number Bob.Burnette @ dshs.state.tx.us E-mail Address for Official Correspondence 92648-1 Fiscal Year 2014 Department of State Health Services Contract General Provisions (CoreNendor) ARTICLE I COMPLIANCE AND REPORTING................................................................................................4 SECTION 1.01 COMPLIANCE WITH STATUTES AND RULES....................................................................................4 SECTION 1.02 COMPLIANCE WITH REQUIREMENTS OF SOLICITATION DOCUMENT............................................4 SECTION1.03 REPORTING......................................................................................................................................4 SECTION 1.04 APPLICABLE CONTRACTS LAW AND VENUE FOR DISPUTES..........................................................4 SECTION 1.05 STATUTES AND STANDARDS OF GENERAL APPLICABILITY............................................................4 SECTION 1.06 APPLICABILITY OF GENERAL PROVISIONS TO INTERAGENCY AND INTERLOCALCONTRACTS..............................................................................................................6 SECTION 1.07 CIVIL RIGHTS POLICY AND COMPLAINTS......................................................................................7 SECTION 1.08 LICENSES,CERTIFICATIONS,PERMITS,REGISTRATIONS AND APPROVALS..................................7 SECTION1.09 FUNDING OBLIGATION....................................................................................................................7 ARTICLEII SERVICES...........................................................................................................................................7 SECTION 2.01 EDUCATION TO PERSONS IN RESIDENTIAL FACILITIES.................................................................7 SECTION 2.02 DISASTER SERVICES........................................................................................................................8 SECTION 2.03 CONSENT TO MEDICAL CARE OF A MINOR....................................................................................8 SECTION 2.04 TELEMEDICINE MEDICAL SERVICES..............................................................................................8 SECTION 2.05 SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY.................8 ARTICLEIII FUNDING............................................................................................................................................9 SECTION 3.01 DEBT TO STATE AND CORPORATE STATUS.....................................................................................9 SECTION 3.02 APPLICATION OF PAYMENT DUE ....................................................................................................9 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS.............................................................................9 SECTION 4.01 PAYMENT METHODS........................................................................................................................9 SECTION 4.02 BILLING SUBMISSION.......................................................................................................................9 SECTION 4.03 FINAL BILLING SUBMISSION....................................................................................9 SECTION 4.04 THIRD PARTY PAYORS....................................................................................................................9 ARTICLE V TERMS AND CONDITIONS OF PAYMENT...............................................................................10 SECTION 5.01 PROMPT PAYMENT. .......................................................................................................................10 SECTION 5.02 WITHHOLDING PAYMENTS............................................................................................................10 ARTICLE VI CONFIDENTIALITY.......................................................................................................................10 SECTION 6.01 MAINTENANCE OF CONFIDENTIALITY..........................................................................................10 SECTION 6.02 DEPARTMENT ACCESS TO PHI AND OTHER CONFIDENTIAL INFORMATION..............................10 SECTION 6.03 EXCHANGE OF CLIENT-IDENTIFYING INFORMATION. .................................................................10 SECTION 6.04 SECURITY OF PATIENT OR CLIENT RECORDS..............................................................................11 SECTION 6.05 HIV/AIDS MODEL WORKPLACE GUIDELINES............................................................................11 ARTICLE VII RECORDS RETENTION................................................................................................................11 SECTION7.01 RETENTION....................................................................................................................................11 ARTICLE VIII ACCESS AND INSPECTION..........................................................................................................11 SECTION8.01 ACCESS...........................................................................................................................................11 SECTION 8.02 STATE AUDITOR'S OFFICE............................................................................................................12 SECTION 8.03 RESPONDING TO DEFICIENCIES.....................................................................................................12 General Provisions (Core Vendor 2014)(June 6, 2013) Page: G1 ARTICLE IX NOTICE REQUIREMENTS...........................................................................................................12 SECTION 9.01 CHILD ABUSE REPORTING REQUIREMENT...................................................................................12 SECTION 9.02 SIGNIFICANT INCIDENTS................................................................................................................12 SECTION9.03 LITIGATION....................................................................................................................................12 SECTION 9.04 ACTION AGAINST THE CONTRACTOR...........................................................................................12 SECTION9.05 INSOLVENCY..................................................................................................................................13 SECTION 9.06 PERFORMANCE MALFEASANCE. ...................................................................................................13 SECTION 9.07 CRIMINAL ACTIVITY AND DISCIPLINARY ACTION.......................................................................13 SECTION 9.08 RETALIATION PROHIBITED...........................................................................................................13 SECTION9.09 DOCUMENTATION..........................................................................................................................13 ARTICLE X ASSURANCES AND CERTIFICATIONS.....................................................................................14 SECTION10.01 CERTIFICATION.............................................................................................................................14 SECTION 10.02 CHILD SUPPORT DELINQUENCIES.................................................................................................14 SECTION10.03 AUTHORIZATION............................................................................................................................15 SECTION 10.04 GIFTS AND BENEFITS PROHIBITED...............................................................................................15 SECTION 10.05 INELIGIBILITY TO RECEIVE THE CONTRACT................................................................................15 SECTION10.06 ANTITRUST.....................................................................................................................................15 ARTICLE XI GENERAL BUSINESS OPERATIONS OF CONTRACTOR.....................................................15 SECTION11.01 PROGRAM SITE..............................................................................................................................15 SECTION 11.02 HISTORICALLY UNDERUTILIZED BUSINESSES(HUBS)................................................................15 SECTION11.03 BUY TEXAS.....................................................................................................................................15 SECTION 11.04 STATUS OF SUBCONTRACTORS......................................................................................................16 SECTION 11.05 INDEPENDENT CONTRACTOR........................................................................................................16 SECTION 11.06 AUTHORITY TO BIND.....................................................................................................................16 SECTION11.07 TAX LIABILITY...............................................................................................................................16 SECTION 11.08 NOTICE OF ORGANIZATIONAL CHANGE.......................................................................................16 SECTION11.09 NO ENDORSEMENT........................................................................................................................16 ARTICLE XII GENERAL TERMS..........................................................................................................................16 SECTION12.01 ASSIGNMENT..................................................................................................................................16 SECTION12.02 LOBBYING......................................................................................................................................16 SECTION 12.03 CONFLICT OF INTEREST................................................................................................................17 SECTION 12.04 TRANSACTIONS BETWEEN RELATED PARTIES.............................................................................17 SECTION 12.05 INTELLECTUAL PROPERTY............................................................................................................17 SECTION 12.06 OTHER INTANGIBLE PROPERTY....................................................................................................18 SECTION 12.07 SEVERABILITY AND AMBIGUITY...................................................................................................18 SECTION12.08 LEGAL NOTICE..............................................................................................................................19 SECTION12.09 SUCCESSORS...................................................................................................................................19 SECTION12.10 HEADINGS......................................................................................................................................19 SECTION12.11 PARTIES..........................................................................................................................................19 SECTION 12.12 SURVIVABILITY OF TERMS............................................................................................................19 SECTION 12.13 CUSTOMER SERVICE INFORMATION.............................................................................................19 SECTION12.14 AMENDMENT..................................................................................................................................19 SECTION 12.15 CONTRACTOR'S NOTIFICATION OF CHANGE TO CERTAIN CONTRACT PROVISIONS..................19 SECTION 12.16 CONTRACTOR'S REQUEST FOR REVISION OF CERTAIN CONTRACT PROVISIONS......................19 SECTION 12.17 IMMUNITY NOT WAIVED...............................................................................................................20 SECTION 12.18 HOLD HARMLESS AND INDEMNIFICATION....................................................................................20 SECTION12.19 WAIVER..........................................................................................................................................20 SECTION 12.20 ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY AND SECURITYSTANDARDS..................................................................................................................20 SECTION12.21 FORCE MAJEURE...........................................................................................................................21 SECTION 12.22 INTERIM CONTRACTS....................................................................................................................22 SECTION 12.23 COOPERATION AND COMMUNICATION.........................................................................................22 General Provisions (Core Vendor 2014)(June 6, 2013) Page: G1 ARTICLE XIII BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE..............................22 SECTION 13.01 ACTIONS CONSTITUTING BREACH OF CONTRACT.......................................................................22 SECTION 13.02 GENERAL REMEDIES AND SANCTIONS..........................................................................................22 SECTION 13.03 NOTICE OF REMEDIES OR SANCTIONS..........................................................................................23 SECTION13.04 EMERGENCY ACTION....................................................................................................................24 ARTICLE XIV CLAIMS AGAINST THE DEPARTMENT...................................................................................24 SECTION 14.01 BREACH OF CONTRACT CLAIM.....................................................................................................24 SECTION14.02 NOTICE...........................................................................................................................................24 SECTION14.03 SOLE REMEDY................................................................................................................................24 SECTION 14.04 CONDITION PRECEDENT TO SUIT..................................................................................................24 SECTION 14.05 PERFORMANCE NOT SUSPENDED..................................................................................................25 ARTICLE XV TERMINATION AND TEMPORARY SUSPENSION.................................................................25 SECTION 15.01 EXPIRATION OF CONTRACT OR PROGRAM ATTACHMENT(S)......................................................25 SECTION 15.02 EFFECT OF TERMINATION.............................................................................................................25 SECTION 15.03 ACTS NOT CONSTITUTING TERMINATION....................................................................................25 SECTION 15.04 TERMINATION OR TEMPORARY SUSPENSION WITHOUT CAUSE.................................................25 SECTION 15.05 TERMINATION FOR CAUSE............................................................................................................25 SECTION 15.06 NOTICE OF TERMINATION.............................................................................................................27 ARTICLE XVI VOID,SUSPENDED,AND TERMINATED CONTRACTS........................................................27 SECTION16.01 VOID CONTRACTS..........................................................................................................................27 SECTION 16.02 EFFECT OF VOID,SUSPENDED,OR INVOLUNTARILY TERMINATED CONTRACT.........................27 SECTION16.03 APPEALS RIGHTS...........................................................................................................................27 ARTICLEXVII CLOSEOUT.......................................................................................................................................27 SECTION 17.01 CESSATION OF SERVICES AT CLOSEOUT......................................................................................27 SECTION 17.02 ADMINISTRATIVE OFFSET.............................................................................................................27 SECTION 17.03 DEADLINE FOR CLOSEOUT............................................................................................................27 SECTION 17.04 PAYMENT OF REFUNDS..................................................................................................................28 SECTION 17.05 DISALLOWANCES AND ADJUSTMENTS. .........................................................................................28 General Provisions (Core Vendor 2014)(June 6, 2013) Page: G1 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply, and shall require its subcontractor(s) to comply, with the requirements of the Department's rules of general applicability and other applicable state and federal statutes, regulations, rules and executive orders, as such statutes, regulations, rules and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code, Title 25 (Rules). To the extent this Contract imposes a higher standard or additional requirements beyond those required by applicable statutes, regulations, rules or executive orders, the terms of this Contract will control. Contractor further agrees that, upon notification from DSHS, Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the term of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s), Contractor shall comply with the requirements, eligibility conditions, assurances, certifications and program requirements of the Solicitation Document, if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract) for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department, and shall provide any other information requested by the Department in the format required by DSHS. Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s) or upon request constitutes a breach of contract, may result in delayed payment and/or the imposition of sanctions and remedies, and, if appropriate, emergency action; and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation, performance, interpretation, and any issues that may arise in any dispute between the Parties, this Contract will be governed by, and construed in accordance with, the laws of the State of Texas. In the event of a dispute between the Parties, venue for any suit will be Travis County, Texas. Section 1.05 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes, rules, regulations, executive orders and policies. To the extent applicable to Contractor, Contractor shall comply with the following: a) The following statutes,rules,regulations, and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination,exclusion from or limitation of participation in programs, benefits or activities or denial of any aid,care, service or other benefit on the basis of race,color, national origin,limited English proficiency, sex, sexual orientation(where applicable),disabilities, age, substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC §§❑ 2000d et seq.; 2)Title IX of the Education Amendments of 1972,20 USC §1111§ 1681-1683, and 1685- 1686;3) Section 504 of the Rehabilitation Act of 1973,29 USC §794(a);4)the Americans with Disabilities Act of 1990,42 USC §§❑ 12101 et seq.;5)Age Discrimination Act of 1975,42 USC §1111§ 6101-6107; 6)Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970,42 USC §❑ 290dd(b)(1); 7)45 CFR Parts 80, 84, 86 and 91; 8) U.S. Department of Labor, Equal Employment Opportunity E.O. 11246; 9)Tex. Labor Code Chapter 21; 10)Food Stamp Act of 1977 (7 USC §§ 200 et seq.); 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; (12)Drug Abuse Office and Treatment Act of 1972,21 USC §§ 1101 et seq.,relating to drug abuse; (13)Public Health Service Act of 1912, §§❑ 523 and 527,42 USC §❑ 290dd-2, and 42 CFR pt. 2,relating to confidentiality of alcohol and drug abuse patient records; (14)Title VIII of the Civil Rights Act of 1968,42 USC §§3601 et seq.,relating to General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI nondiscrimination in housing; and(15)DSHS Policy AA-5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986, 8 USC § 1324a, and Immigration Act of 1990, 8 USC 1101 et seq., as amended by Public Law 113-4 (March 7,2013),regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c) Pro-Children Act of 1994,20 USC §§ 6081-6084, and the Pro-Children Act of 2001,20 USC § 7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§❑ 289a-1 et seq., and 6601 (P.L. 93-348 and P.L. 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act,5 USC §§❑❑ 1501-1508 and 7324-26,which limits the political activity of employees whose employment is funded with federal funds; f) Fair Labor Standards Act,29 USC §§ 201 et seq., and the Intergovernmental Personnel Act of 1970,42 USC §§ 4701 et seq., as applicable,concerning minimum wage and maximum hours; g) Tex. Gov. Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex. Labor Code Chapters 401-406, and 28 Tex. Admin. Code pt. 2, regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC §263a,regarding the regulation and certification of clinical laboratories; j) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030,or Title 25 Tex. Admin Code Chapter 96 regarding safety standards for handling blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC §§2131 et seq.,pertaining to the treatment of laboratory animals; 1) Environmental standards pursuant to the following: 1) Institution of environmental quality control measures under the National Environmental Policy Act of 1969,42 USC §§4321-4347 and Executive Order 11514(35 Fed. Reg. 4247), "Protection and Enhancement of Environmental Quality;"2) Notification of violating facilities pursuant to Executive Order 11738(40 CFR Part 32), "Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3)Protection of wetlands pursuant to Executive Order 11990,42 Fed. Reg. 26961; 4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed. Reg. 26951 and,if applicable,flood insurance purchase requirements of Section 102(a)of the Flood Disaster Protection Act of 1973 (P.L. 93-234);5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6)Federal Water Pollution Control Act,33 USC §§ 1251 et seq.;7)Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC §§ 300f- 300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531 et seq.; 9)Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC §§ 7401 et seq.; 10)Wild and Scenic Rivers Act of 1968, 16 USC §§ 1271 et seq.,related to protecting certain rivers system; and 11)Lead-Based Paint Poisoning Prevention Act,42 USC §§ 4822 et seq.,prohibiting the use of lead-based paint in residential construction or rehabilitation; m) Intergovernmental Personnel Act of 1970,42 USC §§4278-4763,regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration,5 CFR Part1200 et seq; n) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(P.L. 91-646),42 USC §§4601 et seq,relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI o) Davis-Bacon Act,40 USC §§276a to 276a-7; the Copeland Act,40 USC §§ 276c and 18 USC § 874; and the Contract Work Hours and Safety Standards Act,40 USC §§327-333,regarding labor standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966, § 106, 16 USC §470;Executive Order 11593; and the Archaeological and Historic Preservation Act of 1974(16 USC §§469a-1 et seq.)regarding historic property to the extent necessary to assist DSHS in complying with the Acts; q) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104); r) Executive Order,Federal Leadership on Reducing Text Messaging While Driving, October 1,2009,if required by a federal funding source of this Contract; and s) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement, additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.06 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government; and certain additional provisions will apply to such Contractors. a) The following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts: 1) Hold Harmless and Indemnification, Section 12.18; 2) Independent Contractor, Section 11.07 (delete the third sentence in its entirety;delete the word "employees"from the fourth sentence;the remainder of the section applies); 3) Historically Underutilized Businesses(HUBs), Section 11.02(Contractor,however, shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 4) Debt to State and Corporate Status, Section 3.01; 5) Application of Payment Due, Section 3.02; and 6) Article XIV,Claims against the Department(This Article is inapplicable to interagency contracts only). b) The following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Gov. Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government; and(3)the services, supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder; 3) DSHS certifies that it has the authority to enter into this Contract granted in Health and Safety Code Chapter 1001, and Contractor certifies that it has specific statutory authority to enter into and perform this Contract; and 4) DSHS will reimburse Contractor for the actual costs,or the nearest practicable estimates of the costs,of providing the goods and/or services under the Contract. Contractor certifies that any such estimates were based on Contractor's detailed cost analysis developed prior to the execution of the Contract,of the costs of providing the goods and/or services to DSHS. If estimates are used,the Parties agree that those estimates are to be used as not-to-exceed amounts General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI of the Contract deliverables;however,the Parties agree that Contractor will receive reimbursement of its actual costs only,up to the not-to-exceed amount. c) The following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interlocal Cooperation Act,Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests (pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.07 Civil Rights Policy and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission (HHSC) Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten (10) calendar days after Contractor's receipt of the claim. Notice must be directed to— Civil Rights Office Health and Human Services Commission 701 W. 51s'Street, Mail Code W206 Austin,Texas 78751 Toll-free phone (888) 388-6332 or Phone(512) 438-4313 TTY Toll-free (877) 432-7232 Fax(512) 438-5885 HHSCivilRightsOffice @hhsc.state.tx.us. Section 1.08 Licenses, Certifications, Permits, Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses, certifications, permits, registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation, surrender, expiration, non- renewal, inactivation or suspension of any such license, certification, permit, registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees, staff and volunteers obtain and maintain in active status all licenses, certifications, permits, registrations and approvals required to perform their duties under this Contract and shall prohibit any person who does not hold a current, active required license, certification, permit, registration or approval from performing services under this Contract. Section 1.09 Funding Obligation. This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment of the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. ARTICLE II SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable, Contractor shall ensure that all persons, who are housed in Department-licensed and/or -funded residential facilities and who are twenty-two (22) years of age or younger, have access to educational services as required by Tex. Educ. Code § 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI Educ. Code § 29.012 not later than the third calendar day after the date a person who is twenty-two (22) years of age or younger is placed in Contractor's residential facility. Section 2.02 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, Contractor may be called upon to assist DSHS in providing services, as appropriate, in the following areas: community evacuation; health and medical assistance; assessment of health and medical needs; health surveillance; medical care personnel; health and medical equipment and supplies; patient evacuation; in-hospital care and hospital facility status; food, drug, and medical device safety; worker health and safety; mental health and substance abuse; public health information; vector control and veterinary services; and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency, be cost-effective, and be least intrusive on Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical, dental, psychological or surgical treatment to a minor under this Contract, either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fam. Code Chapter 32, relating to consent to treatment of a child by a non-parent or the child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex. Fam. Code Chapter 32, federal law supersedes state law. Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing—telemedicine service must include the following requirements: a) clinical oversight by Contractor'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 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 Rule § 448.911. Section 2.05 Services and Information for Persons with Limited English Proficiency. Contractor 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. Contractor 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. Contractor shall make every effort to avoid use of any persons under the age of General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI eighteen (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. ARTICLE III FUNDING Section 3.01 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 Contractor if Contractor is indebted to the State for any reason, including a tax delinquency. Contractor, 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 (Texas Tax Code §§ 171.001 et seq.). Contractor, if a corporation, further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor, including but not limited to delinquent taxes and child support that is owed to the State of Texas. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s), the payment method for each Program Attachment will be 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, as stated in the Program Attachment(s), and acceptable submission of all required documentation, reports, forms and/or deliverable(s). Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachment(s) or permitted under the Third Party Payors section of this Article, Contractor shall submit requests for payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department, Contractor shall submit a reimbursement or payment request as a final close-out bill not later than sixty (60) calendar days following the end of the term of the Program Attachment for goods received and services rendered during the term. If necessary to meet this deadline, Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than sixty(60) calendar days following the end of the applicable term will not be paid. Consideration of requests for an exception will be made on a case-by-case basis, subject to the availability of funding, and only for an extenuating circumstance, such as a catastrophic event,natural disaster,or criminal activity that substantially interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 4.04 Third Party Payors. A third party payor is 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. Except as provided in this Contract, Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI third party payors. Contractor 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 Department 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 Department for the deductible; (d) not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted, in which case the 30-day requirement in the Billing Submission section will be extended until all such appeals 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 Department; and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment only if the service, work, and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met, Department will make payment in accordance with the Texas prompt payment law (Tex. Gov. Code, Chapter 2251). Contractor shall comply with Tex. Gov. Code, Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance, and all invoices and Contractor's performance are subject to audit by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset overpayments that Contractor has not refunded to Department. Department may take repayment (recoup) from funds available under this Contract, in amounts necessary to fulfill Contractor's repayment obligations. ARTICLE VI CONFIDENTIALITY Section 6.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract, including patient and client records that contain protected health information (PHI), and any other information that discloses confidential personal information or identifies any client served by DSHS, in accordance with applicable federal and state law, rules and regulations, including but not limited to 7 CFR Part 246; 42 CFR Part 2, 45 CFR Parts 160 and 164 (Health Insurance Portability and Accountability Act [HIPAA]); Health and Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161, 181, 241, 245, 251, 534, 576, 577, 596, 611, and 773; and Occupations Code, Chapters 56 and 159 and all applicable rules and regulations. Section 6.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request, collect and receive PHI and other confidential information under this Contract, without the consent of the individual to whom the PHI relates, for funding, payment and administration of the grant program, and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 6.03 Exchange of Client-Identifying Information. Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR § 164.504(e)(3)(i)(B), Health and Safety Code § 533.009 and Rule Chapter 414, Subchapter A or other applicable law or rules. Contractor shall disclose information described in Health and Safety Code § 614.017(a)(2) relating to special needs offenders, to an agency described in Health and Safety Code § 614.017(c) upon request of that agency, unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI or other applicable law. Section 6.04 Security of Patient or Client Records. Contractor shall ensure that patient and client records are managed in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department, without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract, as applicable, or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client, Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Program Attachment to this Contract, as applicable or if care or treatment is transferred to another DSHS-funded contractor. Section 6.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care, services, or programs, Contractor shall implement Department's policies based on the HIV/AIDS (human immunodeficiency virus/acquired immunodeficiency syndrome) Model Workplace Guidelines for Businesses, State Agencies, and State Contractors, Policy No. 090.021, and Contractor shall educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the Tex. Health & Safety Code §§1111 85.112-114. A link to the Model Workplace Guidelines can be found at http://www.dshs.state.tx.us/hivstd/policy//policies.shtm. ARTICLE VII RECORDS RETENTION Section 7.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes, rules and regulations. At a minimum, Contractor shall retain and preserve all records, including financial records that are generated or collected by Contractor under the provisions of this Contract, for a period of four (4) years after the termination of this Contract. If services are funded through Medicaid, the federal retention period, if more than four (4) years, will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22, Part 9, §165.1(b) or other applicable statutes, rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations, it shall ensure that records relating to this Contract are securely stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates, whichever is sooner. Contractor shall provide, and update as necessary, the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE VIII ACCESS AND INSPECTION Section 8.01 Access. In addition to any right of access arising by operation of law, Contractor, and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, including the Comptroller General of the United States, the Office of the Inspector General at HHSC (OIG), and the State Auditor's Office (SAO), unrestricted access to and the right to examine any site where business is conducted or client services are performed, and all records (including financial records, and client and patient records, if any), books, papers or documents related to this Contract. If deemed necessary by the Department or the OIG, for the purpose of investigation or hearing, Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Payments will not foreclose the right of the Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department information collected, assembled or maintained by Contractor relative to this Contract for the Department to respond to requests that it General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI receives under the Public Information Act. Contractor shall include this provision concerning the right of access to, and examination of, sites and information related to this Contract in any subcontract it awards. Section 8.02 State Auditor's Office. Contractor shall, upon request, make all records, books, papers, documents, or recordings related to this Contract available for inspection, audit, or reproduction during normal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of funds under this Contract acts as acceptance of the authority of the SAO, or any successor agency, to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested, and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract funds disbursed by Contractor to its subcontractors, and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 8.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site will be conveyed in writing to Contractor. Contractor shall submit, by the date prescribed by DSHS, a resolution to the deficiency identified in a site inspection,program review or management or financial audit to the satisfaction of DSHS or, if directed by DSHS, a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions. ARTICLE IX NOTICE REQUIREMENTS Section 9.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases (HIV/STD); Family Planning (Titles V, X and XX); Primary Health Care; Maternal and Child Health; and Women, Infants and Children (WIC) Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex. Fain. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting, and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form located at www.dshs.state.tx.us/childabusereporting as required by the Department. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 9.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation, or affecting or potentially affecting the health, safety or welfare of Department-funded clients or participants within seventy-two (72)hours of discovery. Section 9.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven (7) calendar days of becoming aware of such a proceeding. This includes, but is not limited to an action, suit or proceeding before any court or governmental body, including environmental and civil rights matters, professional liability, and employee litigation. Notification must include the names of the parties, nature of the litigation and remedy sought, including amount of damages, if any. Section 9.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within three (3) working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local, state or federal department or agency or entity; the date of the contract; and the contract or case reference number. If General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI Contractor, as an organization, has surrendered its license or has had its license suspended or revoked by any local, state or federal department or agency or non-profit entity, it shall disclose this information within three (3) working days of the surrender, suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local, state or federal department or agency or entity; the date of the license action; and a license or case reference number. Section 9.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency, incapacity, or outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission (TWC) within three (3) working days of the date of determination that Contractor is insolvent or incapacitated, or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three (3) working days of such action by Contractor or Contractor's governing body. Section 9.06 Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment, any knowledge of debarment, suspected fraud, or unlawful activity related to performance under this Contract. Contractor shall make such report no later than three (3) working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Additionally, if this Contract is federally funded by the Department of Health and Human Services (HHS), Contractor shall report any credible evidence that a principal, employee, subcontractor or agent of Contractor, or any other person, has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving those funds. Contractor shall make this report to the SAO at http://sao.fraud.state.tx.us, and to the HHS Office of Inspector General at http://www.oig.hhs.gov/fraud/hotline/ no later than three (3) working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 9.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision, received deferred adjudication, is presently indicted for or has been convicted of a criminal offense related to any financial matter, federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor, or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization, an employee or volunteer of Contractor, or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority, or has been placed on community supervision,received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three (3) working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor 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 by DSHS. Section 9.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of, or cooperates with an investigation regarding, any applicable law, rule, regulation or standard to the Department, another state agency, or any federal, state or local law enforcement official. Section 9.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI ARTICLE X ASSURANCES AND CERTIFICATIONS Section 10.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR§ 376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals, are presently debarred, suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180(parts A-I),45 CFR Part 76(or comparable federal regulations); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; g) neither it,nor its principals have within the three(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain,or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes (including those proscribing price-fixing between competitors, allocation of customers between competitors and bid-rigging),or commission of embezzlement,theft,forgery,bribery,falsification or destruction of records,making false statements or false claims,tax evasion,obstruction of justice, receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; h) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal, state or local)with the commission of any of the offenses enumerated in subsection g)of this section; and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal, state or local)terminated for cause or default. Contractor shall include the certifications in this Article, without modification (except as required to make applicable to the subcontractor), in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article, Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 10.02 Child Support Delinquencies. As required by Tex. Fam. Code § 231.006, a child support obligor who is more than thirty (30) calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least twenty-five percent (25%) is not eligible to receive payments from state funds under a contract to provide property, materials, or services or receive a state-funded grant or loan. If applicable, Contractor shall maintain its eligibility to receive payments under this Contract, certifies that it is not ineligible to receive the payments specified in this Contract, and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI Section 10.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution, motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract, and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 10.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, present or future employment, gift, loan, gratuity, special discount, trip, favor, service, or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 10.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. Code § 2155.004 and federal law, Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing, drafting or preparing the specifications, requirements, statement(s) of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor, nor its employees, nor anyone acting for Contractor has received compensation from DSHS for participation in the developing, drafting or preparation of specifications, requirements or statements of work for this Contract or in the Solicitation Document on which this Contract is based; (b) Pursuant to Tex. Gov. Code §§ 2155.006 and 2261.053, Contractor is ineligible to receive this Contract, if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law, or been assessed a federal civil or administrative penalty, in connection with a contract awarded by the federal government for relief, recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24, 2005; (c) Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Tex. Gov. Code §§ 2155.004, 2155.006 or 2261.053, and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 10.06 Antitrust. Pursuant to 15 USC Sec. 1, et seq., and Tex. Bus. & Comm. Code § 15.01, et seq. Contractor certifies that neither Contractor, nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws, nor communicated directly or indirectly regarding a bid made to any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. ARTICLE XI GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 11.01 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local, state and federal zoning, building,health,fire, and safety standards. Section 11.02 Historically Underutilized Businesses (HUBs). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment, Contractor is encouraged to make a good faith effort to consider subcontracting with HUBS in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex. Admin. Code § 20.14 et seq. Contractors may obtain a list of HUBs at http://www.window.state.tx.us/procurement/pro /g hub. If Contractor has filed a HUB subcontracting plan, the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval of the revised plan from the Department's HUB Coordinator before proposed changes will be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBs during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15'h day of each month for the prior month's activity, if there was any such activity, in accordance with 34 Tex. Admin Code § 20.16(c). Section 11.03 Buy Texas. Contractor shall purchase products and materials produced in Texas when the General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code § 2155.4441. Section 11.04 Status of Subcontractors. Contractor shall require that all subcontractors certify that they are in good standing with all state and federal funding and regulatory agencies; are not currently debarred, suspended, or otherwise excluded from participation in federal grant programs; are not delinquent on any repayment agreements; have not had a required license or certification revoked; are not ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract (Assurances and Certifications Article) or the Conflict of Interest or Transactions Between Related Parties sections (General Terms Article); and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three (3) years any license issued by the Department. No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. Section 11.05 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees, subcontractors, joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract,Contractor acknowledges that its employees, subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 11.06 Authority to Bind. The person or persons signing this Contract on behalf of Contractor, or representing themselves as signing this Contract on behalf of Contractor, warrant(s) and guarantee(s) that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 11.07 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has a liability or has failed to remain current on a delinquent liability to the IRS, this Contract will be subject to remedies and sanctions under this Contract, including immediate termination at the Department's discretion. If the Contract is terminated under this section, the Department will not enter into a contract with Contractor for three(3) years from the date of termination. Section 11.08 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within ten (10) business days of any change to Contractor's name; contact information; key personnel; organizational structure, such as merger, acquisition or change in form of business; legal standing; or authority to do business in Texas. A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions. Section 11.09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS, and from using the Department's name, logo or website link in any manner that is intended, or that could be perceived, as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program, services or product, without the express written consent of DSHS. ARTICLE XII GENERAL TERMS Section 12.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in part, in this Contract, without the prior written consent of the Department. Section 12.02 Lobbying. Contractor shall comply with Tex. Gov. Code § 556.0055, which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further, Contractor shall General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI not use funds paid under this Contract, either directly or indirectly, to support the enactment, repeal, modification, or adoption of any law, regulation or policy at any level of government, or to pay the salary or expenses of any person related to any activity designed to influence legislation, regulation, policy or appropriations pending before Congress or the state legislature, or for influencing or attempting to influence an officer or employee of any federal or state 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 contract or the extension, continuation, renewal, amendment, or modification of any contract (31 USC § 1352). If at any time this Contract exceeds $100,000 of federal funds, Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a certification that none of the funds provided by Department have been or will be used for payment to lobbyists, and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. Contractor shall file the declaration, certification, and disclosure at the time of application for this Contract; upon execution of this Contract unless Contractor previously filed a declaration, certification, or disclosure form in connection with the award; and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration, certification, or disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration, certification, and disclosure with the contract manager assigned to the Program Attachment. Contractor shall include this provision in any subcontracts. Section 12.03 Conflict of Interest. Contractor represents to the Department that it and its subcontractors, if any, do not have, nor shall Contractor or its subcontractors knowingly acquire or retain, any financial or other interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include, but are not limited to, an existing or potential business or personal relationship between Contractor (or subcontractor), its principal (or a member of the principal's immediate family), or any affiliate or subcontractor and Department or HHSC, their commissioners, officers or employees, or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. If, at any time during the term of this Contract, Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest, Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within 10 days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten(10) days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 12.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transaction between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attachment the name, address and telephone number of the related party, how the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage, common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor, for purposes of reporting transactions between related parties, includes the entity contracting with the Department under this Contract as well as the chief executive officer, chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties, needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars, which may include 45 CFR § 74.42. Section 12.05 Intellectual Property. Texas Health and Safety Code §12.020 authorizes DSHS to protect General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI intellectual property developed as a result of this Contract. a) "Intellectual property"means created property that may be protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract,intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is a"work made for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire, Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter, and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas, as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive, and irrevocable license to reproduce,publish,or otherwise use, and to authorize others to use,for federal government purposes (1)the copyright in any intellectual property developed under this Contract including any subcontract and(2) any rights of copyright to which a Contractor purchases ownership with contract funds. Contractor shall place an acknowledgment of federal awarding agency grant support and a disclaimer, as appropriate,on any publication written or published with such support and,if feasible,on any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from(federal awardin ag -epU)"or"The project described was supported by grant number from federal awarding agency)"gency)" and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awarding agency)." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and irrevocable license to reproduce,publish or otherwise use, and to authorize others to use,for DSHS,public health, and state governmental noncommercial purposes(1)the copyright,trademark, service mark, and/or patent on an invention,discovery,or improvement to any process,machine, manufacture,or composition of matter;products;technology; scientific information; trade secrets; and computer software,in any work developed under a grant, subgrant,or contract under a grant or subgrant; and(2) any rights of copyright, service or trademarks or patents to which a grantee, subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law,Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 12.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor, for any reason, Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed, produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract, such as domain names, URLs, software licenses with a value of$500 or more, etc. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee, or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 12.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid, the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated, but all other provisions will continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted,proposed and accepted. General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI Section 12.08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or, if sent by certified mail, on the date of receipt. Section 12.09 Successors. This Contract will be binding upon the Parties and their successors and assignees, except as expressly provided in this Contract. Section 12.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define, limit or describe the scope or intent of any provisions. Section 12.11 Parties. The Parties represent to each other that they are entities fully familiar with transactions of the kind reflected by the contract documents, and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 12.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either party from any liabilities or obligations in this Contract that(a) the parties have expressly agreed will survive any such termination or expiration, or (b) remain to be performed or(c) by their nature would be intended to be applicable following any such termination or expiration. Section 12.13 Customer Service Information. If requested, Contractor shall supply such information as required by the Department to comply with the provisions of Tex. Gov. Code Chapter 2114 regarding Customer Service surveys. Section 12.14 Amendment. All amendments to this Contract must be in writing and agreed to by both Parties, except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for amendments must be submitted in writing, including a justification for the request, to the contract manager assigned to the Program Attachment; and if an amendment is requested during the last quarter of the Contract or Program Attachment term, as applicable, Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article, Contractor shall not perform or produce, and DSHS will not pay for the performance or production of, different or additional goods, services, work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any term, covenant, or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 12.15 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a) Contractor's contact person and contact information; b) Contact information for key personnel, as stated in Contractor's response to the Solicitation Document,if any; and c) Minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures. Contractor within ten (10)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section. The notification may be by letter, fax or email. Section 12.16 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI initiated by Contractor, but must be approved by DSHS. An amendment to the Contract for a change in clinic hours or location may be made through a Contractor's Revision Request, rather than through the amendment process described in the Amendment section of this Article. In order to request a revision of clinic hours or location, Contractor shall obtain a Contract Revision Request form from the DSHS website at hqp://www.dshs.state.tx.us/grants/forms.shtm and complete the form as directed by the Department. Two (2) copies of the completed form must be signed by Contractor's representative who is authorized to sign contracts on behalf of Contractor, and both original, signed forms must be submitted to the contract manager assigned to the Program Attachment. Any approved revision will not be effective unless signed by the DSHS Director of the Client Services Contracting Unit. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 12.17 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 12.18 Hold Harmless and Indemnification. Contractor, as an independent contractor, agrees to hold Department, the State of Texas, individual state employees and officers, and the federal government harmless and to indemnify them from any and all liability, suits, claims, losses, damages and judgments, and to pay all costs, fees, and damages to the extent that such costs, fees, and damages arise from performance or nonperformance of Contractor, its employees, subcontractors, joint venture participants or agents under this Contract. Section 12.19 Waiver. Acceptance by either Party of partial performance or failure to complain of any action, non-action or default under this Contract will not constitute a waiver of either party's rights under this Contract. Section 12.20 Electronic and Information Resources Accessibility and Security Standards. e) This section applies if the Contract requires the Contractor to procure or develop Electronic and Information Resources(EIR)for DSHS,or to change any of DSHS's EIR. This section also applies if the Contract requires the Contractor to perform a service or supply goods that include EIR that(i)DSHS employees are required to use or permitted access to;or(ii)members of the public are required to use or permitted access to.This section does not apply to incidental uses of EIR in the performance of a contract,unless the parties agree that the EIR will become property of the state or will be used by DSHS clients after completion of the Contract. f) Nothing in this section is intended to prescribe the use of particular designs or technologies or to prevent the use of alternative technologies,provided they result in substantially equivalent or greater access to and use of a product/service. g) Definitions. 1) "Accessibility Standards"means the Electronic and Information Resources Accessibility Standards in 1 Tex. Admin. Code Chapter 213, and the Web Site Accessibility Standards/Specifications in 1 Tex. Admin. Code Chapter 206. 2) "Electronic and Information Resources"means information resources,including information resources technologies, and any equipment or interconnected system of equipment that is used in the creation,conversion,duplication,or delivery of data or information. The term includes,but is not limited to,telephones and other telecommunications products,information kiosks, transaction machines,Internet websites,multimedia resources, and office equipment,including General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI copy machines and fax machines. 3) "Products"means information resources technologies that are,or are related to,EIR. h) Accessibility Requirements. Under Tex. Gov. Code Chapter 2054, Subchapter M, and implementing rules of the Department of Information Resources (DIR),DSHS must procure Products that comply with the Accessibility Standards when such Products are available in the commercial marketplace or when such Products are developed in response to a procurement solicitation. Accordingly,Contractor shall provide electronic and information resources and associated Product documentation and technical support that comply with the Accessibility Standards. i) Evaluation,Testing and Monitoring. DSHS may review,test,evaluate and monitor Contractor's Products and associated documentation and technical support for compliance with the Accessibility Standards. Review,testing,evaluation and monitoring may be conducted before and after the award of a contract. Testing and monitoring may include user acceptance testing. Neither(1)the review,testing (including acceptance testing),evaluation or monitoring of any Product,nor(2)the absence of such review,testing,evaluation or monitoring,will result in a waiver of the State's right to contest the Contractor's assertion of compliance with the Accessibility Standards. Contractor shall cooperate fully and provide DSHS and its representatives timely access to Products,records, and other items and information needed to conduct such review,evaluation,testing and monitoring. j) Representations and Warranties. Contractor represents and warrants that(i) as of the effective date of the Contract,the Products and associated documentation and technical support comply with the Accessibility Standards as they exist at the time of entering the Contract,unless and to the extent the Parties otherwise expressly agree in writing; and(ii)if the Products will be in the custody of the state or a DSHS client after the Contract expiration or termination,the Products will continue to comply with such Accessibility Standards after the expiration or termination of the Contract term, unless DSHS and/or client, as applicable,uses the Products in a manner that renders it noncompliant. In the event Contractor should have known,becomes aware,or is notified that the Product and associated documentation and technical support do not comply with the Accessibility Standards,Contractor represents and warrants that it will,in a timely manner and at no cost to DSHS,perform all necessary steps to satisfy the Accessibility Standards,including but not limited to remediation,replacement, and upgrading of the Product,or providing a suitable substitute. Contractor acknowledges and agrees that these representations and warranties are essential inducements on which DSHS relies in awarding this Contract. Contractor's representations and warranties under this subsection will survive the termination or expiration of the Contract and will remain in full force and effect throughout the useful life of the Product. k) Remedies. Pursuant to Tex.Gov. Code §2054.465,neither Contractor nor any other person has cause of action against DSHS for a claim of a failure to comply with Tex. Gov. Code Chapter 2054, Subchapter M, and rules of the DIR. In the event of a breach of Contractor's representations and warranties, Contractor will be liable for direct and consequential damages and any other remedies to which DSHS may be entitled. This remedy is cumulative of any and all other remedies to which DSHS may be entitled under this Contract and other applicable law. Section 12.21 Force Majeure. Neither Party will be liable for any failure or delay in performing all or some of its obligations, as applicable, under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party, including, but not limited to, extraordinarily severe weather, strikes, natural disasters, fire, civil disturbance, epidemic, war, court order, or acts of God. The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and, if applicable, for any reasonable period of time thereafter required to resume performance. A Party, within a period of time reasonable under the circumstances, must inform the other by any reasonable method(phone, email, etc.) and, as soon as practicable, must submit written notice with proof of receipt, of the existence of a force majeure event or otherwise waive the right as a defense to non- performance. General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI Section 12.22 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as an "Interim Contract" beyond the expiration date of the term of the Contract or Program Attachment(s), as applicable, under the following circumstances: (1) on or shortly prior to the expiration date of the Contract or Program Attachment, there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension, renewal, or other standard contract process for the Contract or Program Attachment; and(2) DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services (with no new or additional funding) or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract, or both. The notice will include billing instructions and detailed information on how DSHS will fund the goods or services to be procured during the Interim Contract term. The Interim Contract will terminate thirty (30) days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 12.23 Cooperation and Communication. Contractor shall cooperate with Department staff and, as applicable, other DSHS contractors, and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIII BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 13.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include, but are not limited to, the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with Department or agreed order issued by the Department; e) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; f) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract;or g) Contractor is on or is added to the Excluded Parties List System(EPLS). Section 13.02 General Remedies and Sanctions. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may investigate, audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute, rule or regulation, or federal guideline will prevail over the provisions of this Article unless the statute, rule, regulation, or guideline can be read together with the provision(s) of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract, including but not limited to compliance with applicable statutes, rules or regulations, the Department may take one or more of the following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI In the case of termination,the Department will inform Contractor of the termination no less than thirty (30)calendar days before the effective date of the termination in a notice of termination,except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination,the reasons for the termination, and,if applicable, alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not make any claim for payment for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily discontinue performance of all or a part of the Contract, as of the effective date of the suspension pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance. Contractor shall not bill DSHS for services performed during suspension,unless expressly authorized by the notice of suspension; c) deny additional or future contracts with Contractor; d) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of payments to Contractor for proper charges or pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; e) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed by Contractor for(1)undocumented,disputed,inaccurate,improper,or erroneous billings; (2)material failure to comply with Contract provisions;or(3)indebtedness to the United States or to the State of Texas; f) declare this Contract void upon the Department's determination that this Contract was obtained fraudulently or upon the Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any funds under this Contract; g) request that Contractor be removed from the Centralized Master Bidders List(CMBL)or any other state bid list, and barred from participating in future contracting opportunities with the State of Texas; h) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; i) demand repayment from Contractor when it has been verified that Contractor has been overpaid,e.g., because payments are not supported by proper documentation or failure to comply with Contract terms; j) pursue a claim for damages as a result of breach of contract; k) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participant,if the employee or volunteer has been indicted or convicted of the misuse of state or federal funds,fraud or illegal acts that are in contraindication to continued obligations under this Contract, as reasonably determined by DSHS; 1) withhold any payment to Contractor to satisfy any recoupment,liquidated damages or any penalty(if the penalty is permitted by statute) and imposed by DSHS, and take repayment from funds available under this Contract,in amounts necessary to fulfill Contractor's payment or repayment obligations; m) reduce the Contract term; n) recoup improper payments when Contractor has been overpaid,e.g.,because payments are not supported by proper documentation,improper billing or failure to comply with Contract terms; o) assess liquidated damages; or p) impose other remedies, sanctions or penalties permitted by statute. Section 13.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed, stating the nature of the remedies and sanction(s), the reasons for General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI imposing them, the corrective actions, if any, that must be taken before the actions will be removed and the time allowed for completing the corrective actions, and the method, if any, of requesting reconsideration of the remedies or sanctions imposed. Other than in the case of repayment or recoupment, Contractor is required to file, within fifteen (15) calendar days of receipt of notice, a written response to Department acknowledging receipt of such notice. If requested by the Department, the written response must state how Contractor shall correct the noncompliance (corrective action plan) or demonstrate in writing that the findings on which the remedies or sanctions are based are either invalid or do not warrant the remedies or sanction(s). If Department determines that a remedy or sanction is warranted, unless the remedy or sanction is subject to review under a federal or state statute, regulation, rule, or guideline, Department's decision is final. Department will provide written notice to Contractor of Department's final decision. If required by the Department, Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted, DSHS will issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter, and if recoupment is available, DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract. Section 13.04 Emergency Action. In an emergency, Department may immediately terminate or suspend all or part of this Contract, temporarily or permanently withhold cash payments, deny future contract awards, or delay contract execution by delivering written notice to Contractor, by any verifiable method, stating the reason for the emergency action. An "emergency" is defined as Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health, welfare or safety. The direct adverse effect may be programmatic and may include failing to provide services; providing inadequate services; or providing unnecessary services. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by- case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XIV CLAIMS AGAINST THE DEPARTMENT Section 14.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Chapter 2260 of Tex. Gov. Code and implemented in the rules at 25 Tex. Admin. Code §§4.11-4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 14.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Chapter 2260, Subchapter B, Tex. Gov. Code. To initiate the process, Contractor shall submit written notice, as required by Subchapter B, to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260, Subchapter B, are being invoked. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Chapter 2260, Subchapter C,Tex. Gov. Code. Section 14.03 Sole Remedy. The contested case process provided in Chapter 2260, Subchapter C, Tex. Gov. Code, is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 14.04 Condition Precedent to Suit. Compliance with the contested case process provided in Chapter 2260, Subchapter C, Tex. Gov. Code, is a condition precedent to seeking consent to sue from the Legislature under Chapter 107 of the Civil Practices and Remedies Code. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI Section 14.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor, in whole or in part. ARTICLE XV TERMINATION AND TEMPORARY SUSPENSION Section 15.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terms section of the General Terms Article, Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments, all or a part of this Contract may be terminated with or without cause under this Article. Section 15.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Upon termination of this Contract or Program Attachment, as applicable, Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment, as applicable, to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract, Department and Contractor will be discharged from any further obligation created under the applicable terms of this Contract or Program Attachment, as applicable, except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS and, except as provided in the Survivability of Terms section of the General Terms Article. Termination does not, however, constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 15.03 Acts Not Constituting Termination. Termination does not include (1) refusal to extend the term of a program attachment; (2) non-renewal of a contract or program attachment at Department's sole discretion; or (3) voiding of a contract upon determination that the award was obtained fraudulently, or was otherwise illegal or invalid from inception. Section 15.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or Program Attachment, as applicable,with at least thirty(30) calendar days prior written notice to the other Party,except that if Contractor seeks to terminate a Contract or Program Attachment, as applicable,that involves residential client services,Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or Program Attachment, as applicable,by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or Program Attachment, as applicable if funds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human service agencies, amendments to the Appropriations Act,health and human services consolidations or any other disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension and of any cessation of temporary suspension. Upon notification of temporary suspension,Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of the suspension. d) Department may terminate this Contract or Program Attachment, as applicable,immediately when,in the sole determination of Department,termination is in the best interest of the State of Texas. Section 15.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30) calendar days written notice to the other Party. Department may terminate this Contract, in whole or in part, for breach of contract or for any other conduct that jeopardizes the Contract objectives, by General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI giving at least thirty (30) calendar days written notice to Contractor. Such conduct may include one or more of the following: a) Contractor fails to adhere to any laws,ordinances,rules,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statement(s)of work or Solicitation Document on which this Contract is based in violation of Tex. Gov. Code § 2155.004; or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code §§2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) if judgment for the payment of money in excess of$50,000(that is not covered by insurance)is rendered by any court or governmental body against Contractor, and Contractor does not(a) discharge the judgment or(b)provide for its discharge in accordance with its terms,or(c) procure a stay of execution within thirty(30)calendar days from the date of entry of the judgment,or(d)if the execution is stayed within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed, appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor, and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization, arrangement,insolvency,readjustment of debt,dissolution, receivership or liquidation law of any jurisdiction,then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization, arrangement,insolvency, General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction,then in effect, and the petition is not dismissed within thirty(30)calendar days;or 10) Contractor consents to the appointment of a receiver,trustee,or liquidator of Contractor or of all or any part of its property; or h) any required license,certification,permit,registration or approval required to conduct Contractor's business or to perform under this Contract is not obtained or is revoked, surrendered,expires,is not renewed,becomes inactive or is suspended. Section 15.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVI VOID, SUSPENDED,AND TERMINATED CONTRACTS Section 16.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 16.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void, or is suspended, or is terminated for cause is not eligible for expansion of current contracts, if any, or new contracts or renewals until, in the case of suspension or termination, the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally, if this Contract is found to be void, any amount paid is subject to repayment. Section 16.03 Appeals Rights. Pursuant to Tex. Gov. Code § 2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds, Contractor may request an administrative hearing under Tex. Gov. Code Chapter 2001. ARTICLE XVII CLOSEOUT Section 17.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable, (and any renewals of this Contract or Program Attachment) on its own terms, Contractor shall cease services under this Contract and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration, as necessary, to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non-renewal, Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers, as needed. Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in this Contract termination or non-renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of the Contract or Program Attachment once this Contract or Program Attachment is terminated or has expired. Upon termination, expiration (with no renewal) or non-renewal of this Contract or Program Attachment, Contractor shall immediately initiate Closeout activities described in this Article. Section 17.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 17.03 Deadline for Closeout. Contractor shall submit all performance, and other Closeout reports required under this Contract within sixty (60) calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Billing Submission section of the Payment Methods and Restrictions Article, the Department is not liable for any claims that are not received within sixty (60) calendar General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI days after the end date of the Contract or Program Attachment, as applicable. Section 17.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result in a refund due, which Contractor shall pay within the time period established by the Department. Section 17.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds, corrections, or other transactions. General Provisions (Core Vendor 2014)(June 6, 2013) Page: G1 CONTRACT NO. 2014-043952 PROGRAM ATTACHMENT NO. 001 PURCHASE ORDER NO. 0000396349 CONTRACTOR: CITY OF CORPUS CHRISTI DSHS PROGRAM: SEAFOOD & AQUATIC LIFE TERM: 09/01/2013 THRU: 08/31/2014 SECTION I. STATEMENT OF WORK: Contractor shall provide laboratory services for the analysis of bay water samples collected by the Department of State Health Services (DSHS). Tests shall be performed in a laboratory certified to meet United States(U.S.)Food and Drug Administration requirements for shellfish waters testing. SECTION II. PERFORMANCE MEASURES: Contractor shall: • Provide testing capacity for a minimum of forty(40)laboratory analysis tests of bay water samples per day for DSHS field offices. The number of laboratory analysis tests of bay water samples required per year is approximately 800-1500. Peak laboratory needs are from October 15 through May 15; • Analyze bay water samples for fecal coliform using the Association of Analytical Chemists (AOAC) modified A-1 method for Most Probable Number(MPN) using multiple-tube fermentation; • Be available for providing analyses a minimum of six (6) days a week, 8:00 am to 5:00 pm; • Make results available to DSHS by phone and fax within two(2)hours of completion of laboratory analyses and mail legible, reproducible, laboratory result forms to DSHS at the following address: Department of State Health Services Attn: Seafood and Aquatic Life Group PO Box 149347 MC: 1987 Austin, Texas 78714-9347 • Be accessible by land and air travel, and be in a location where delivery services are available which can guarantee overnight delivery; • Be certified by the U.S. Food and Drug Administration or its certifying agency, the Texas Department of State Health Services, for analysis of shellfish waters; • Meet laboratory proficiency standards as set forth in Laboratory Procedures for the Examination of Seawater and Shellfish, fifth edition, 1985, or the latest edition accepted by the U.S. Food and Drug Administration, for analysis of shellfish by laboratories that have been cleaned and autoclaved; and • Return bay water sample bottles to the originating DSHS field office in containers supplied by DSHS,return PROGRAM ATTACHMENT—Page 1 freight collect, to DSHS. SECTION Ill. SOLICITATION DOCUMENT: Exempt-Governmental Entity. SECTION IV. RENEWALS: DSHS may renew the Program Attachment for up to one(1) additional one(1) year terms at DSHS's sole discretion. SECTION V. PAYMENT METHOD: Fee for Service SECTION VI. BILLING INSTRUCTIONS: Contractor shall submit a State of Texas Purchase Voucher (Form B-13) monthly, for services performed each month to: Department of State Health Services Claims Processing Unit MC: 1940 PO Box 149347 Austin, Texas 78714-9347 Contractor may submit the State of Texas Purchase Voucher(Form B-13)via facsimile at(512)458-7442 ore-mail at mailto:invoices@dshs.state.tx.us. Form B-13 shall include the total number of laboratory tests performed for which results are reported. Compensation for tests shall be based on the bidder's test fee schedule for the test. Payment under this contract Attachment is subject to availability of funds. If funds become unavailable,DSHS shall immediately notify Contractor in writing. Contractor will be relieved of further performance under this contract Attachment if and as of the time it is notified in writing that funds are or will be unavailable. SECTION VII. BUDGET: DSHS will pay Contractor an amount of$25.00 for each completed and satisfactorily performed fecal coliform test. Total payments will not exceed$22,500.00 SOURCE OF FUNDS: State SECTION VIII. SPECIAL PROVISIONS: N/A PROGRAM ATTACHMENT—Page 2 se _ AGENDA MEMORANDUM First Reading Ordinance Item for the City Council Meeting of October 8, 2013 Mry° Second Reading Ordinance for the City Council Meeting of October 22, 2013 DATE: 9/18/13 TO: Ronald L. Olson, City Manager FROM: Mark E. Van Vleck, P.E., Director of Development Services MarkVV @cctexas.com (361) 826-3897 Appropriating $63,794.00 from the NO. 4220 Trust Fund to reimburse 15T Investments, LLC for wastewater improvements for Lot 2, Block 13 Airport Industrial Subdivision CAPTION: Ordinance appropriating $63,794.00 from the NO. 4220 Sanitary Sewer Collection Line Trust Fund to reimburse 15T Investments, LLC., ("Developer"), for the extension of a 10-inch sanitary sewer collection line, including all related appurtenances for development of Lot 2, Block 13 Airport Industrial Subdivision, as specified in the wastewater collection line extension construction and reimbursement agreement. PURPOSE: Reimburse 15T Investments, LLC., for the installation of 1,196 linear feet of 10-inch PVC wastewater collection line as specified in the wastewater collection line extension construction and reimbursement agreement approved on March 19, 2013. Monies were not appropriated at the time of the agreement due to lack of funds. BACKGROUND AND FINDINGS: Per Section 8.5.2.E Credits and Reimbursements of the Unified Development Code ("UDC'), 15T Investments, LLC, is requesting a reimbursement for the development of Lot 2, Block 13, Airport Industrial Subdivision Block. The subdivision is located along the south side of State Highway 44; east of Heinsohn Road and west of North Padre Island Drive (SH 358). The development required the extension of 1,196 linear feet of 10-inch PVC pipe for extension of wastewater collection line in order to provide adequate wastewater to the property. The subject property will be served by a proposed 10-inch PVC wastewater line which will connect to an existing 8—inch wastewater at the northend. ALTERNATIVES: Denial of the Ordinance OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: 15T Investments, LLC., has installed 1,196 linear feet of 10-inch PVC wastewater collection line as specified in the wastewater collection line extension construction and reimbursement agreement. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Sanitary Sewer Collection Line Trust Fund Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $217,141.87 Encumbered / Expended Amount $30,493.11 This item $63,794.00 BALANCE $122,854.76 Comments: RECOMMENDATION: Staff recommends approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Wastewater Collection Line Extension Construction and Reimbursement Agreement ORDINANCE APPROPRIATING $63,794.00 FROM NO. 4220 SANITARY SEWER COLLECTION LINE TRUST FUND TO REIMBURSE 15T INVESTMENTS, LLC., ("DEVELOPER") FOR THE EXTENSION OF A 10- INCH SANITARY SEWER COLLECTION LINE, INCLUDING ALL RELATED APPURTENANCES FOR DEVELOPMENT OF LOT 2, BLOCK 13, AIRPORT INDUSTRIAL SUBDIVISION, AS SPECIFIED IN THE WASTEWATER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBUREMENT AGREEMENT. WHEREAS, On March 19, 2013, the City of Corpus Christi approved a Wastewater Collection Line Extension Construction and Reimbursement Agreement with 15T Investments, LLC., a Texas limited liability company for development of Lot 2, Block 13, Airport Industrial Subdivision in the amount of$63,794.00. WHEREAS, The subdivision is located along the south side of State Highway 44; east of Heinsohn Road and west of North Padre Island Drive (SH 358). WHEREAS, The development required the extension of 1,196 linear feet of 10-inch wastewater collection line in order to provide adequate wastewater to the property. WHEREAS, Monies were not appropriated at the time of the approval of the Wastewater Collection Line Extension Construction and Reimbursement Agreement due to lack of funds in the Sanitary Sewer Collection Line Trust Fund. WHEREAS, 15T Investments, LLC., has installed 1,196 linear feet of 10-inch PVC wastewater collection line as specified in the wastewater collection line extension construction and reimbursement agreement. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Funding in the amount of $63,794.00 is appropriated from the No. 4220 Sanitary Sewer Collection Line Trust Fund to reimburse the Developer for construction of the collection line in accordance with the Agreement. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20137 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the day of , 20137 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of , 2013 ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Nelda Martinez City Secretary Mayor WASTEWATER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEIVIENTm-i-, STATE OF TEXAS COUNTY OF NUECES This Wastewater Collection Line Extension Construction and Reimbursement Agreement ("Agreement") is entered into between the City of Corpus Christi ("City"), a Texas home-rule municipality, and 15T Investments, LLC ("Developer/Owner'), a Texas limited liability company. WHEREAS, the Developer/Owner, in compliance with the City's Unified Development Code ("UDC"), has a plat, approved by the Planning Commission on July 18, 2012, to develop a tract of land, to wit: approximately 8.354 acres known as Lot 2, Block 13, Airport Industrial Subdivision, located on the south side of State Highway 44, east of Heinsohn Road, and west of North Padre Island Drive, as shown in the attached Exhibit 1, the content of such exhibit being incorporated by reference into this Agreement. WHEREAS, under the UDC, the Developer/Owner is responsible for construction of the wastewater collection line extension ("Wastewater Extension"); WHEREAS, under the UDC, the Developer/Owner is eligible for reimbursement of the Developer/Owner's costs for the construction of Wastewater Extension; WHEREAS, it is to the best interest of the City that the Wastewater Extension be constructed to its ultimate capacity under the City's applicable Master Plan; WHEREAS, Section 8.5.2.E.2 of the UDC authorizes the acceptance of applications to be eligible for reimbursement in the future when funds become fully available in the Wastewater Collection Line Trust Fund and are appropriated by the City Council; and WHEREAS, the Developer/Owner has submitted an application for reimbursement of the costs from the Wastewater Collection Line Trust Fund for installing the Wastewater Extension, as shown in Exhibit 2, the content of such exhibit being incorporated by reference into this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties do covenant and agree as follows: 1. REQUIRED CONSTRUCTION. Developer/Owner shall construct the Wastewater Extension in compliance with the City's UDC and under the plans and specifications approved by the City's Development Services Engineer. 2. PLANS AND SPECIFICATIONS. a. Developer/Owner shall contract with a professional engineer, acceptable to the City's Development Services Engineer, to prepare plans and specifications for the Wastewater Extension, as shown in the attached Exhibit 3, the content of such exhibit being incorporated by reference into this Agreement, with the following basic design: 1. Install 1,196 linear feet of 10-inch PVC pipe; 2. Install four (4) 4-foot diameter manholes; and 3. Install 1,196 linear feet trench safety b. The Wastewater Extension must begin at the northwest corner of Russell Farm Block 6 and extend east along the south side of State Highway 44 approximately 1,765 feet to the existing wastewater line at the northwest corner of Gibson Lane and North Padre Island Drive (SH 358). c. The plans and specifications must comply with the City's Wastewater Standards Detail Sheets and Standard Specifications. d. Before the Developer/Owner starts construction, the plans and specifications must be approved by the City's Development Services Engineer. 3. SITE IMPROVEMENTS. Prior to the start of construction of the Wastewater Extension, Developer/Owner shall acquire and dedicate to the City the required additional public utility easements ("Easements"), if any, necessary for the completion of the Wastewater Extension. If any of the property needed for the Easements is owned by a third party and the Developer/Owner is unable to acquire the Easements through reasonable efforts, then the City will use its powers of eminent domain to acquire the Easements. 4. PLATTING FEES. Developer/Owner shall pay to the City the required acreage fees and pro- rata fees as required by the UDC for the area of the Wastewater Extension. 5. DEVELOPER/OWNER TO AWARD CONTRACT FOR IMPROVEMENTS. Developer/Owner shall award a contract and complete the Wastewater Extension, under the approved plans and specifications, by February 28, 2014. 6. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this contract. 7. PROMPT AND GOOD FAITH ACTIONS. The parties shall act promptly and in good faith in performing their duties and obligations under this Agreement. If this Agreement calls for review or inspections by the City, then the City's reviews or inspections must be completed thoroughly and promptly. 8. DEFAULT. The following events shall constitute default: a. Developer/Owner fails to engage a professional engineer for the preparation of plans and specifications by the 10th calendar day after the date of approval of this Agreement by the City Council. b. Developer/Owner's professional engineer fails to submit the plans and specifications to the City's Director of Engineering Services and to the Development Services Engineer by the 60th calendar day after the date of approval of this Agreement by the City Council. c. Developer/Owner fails to award a contract for the construction of the Wastewater Extension, according to the approved plans and specifications, by the 90th calendar day after the date of approval of this Agreement by the City Council. Wastewater Ext Collectn and Reimb Agrnt 15T Investmts Airport Indus vFinal Page 2 of 7 d. Developer/Owner's contractor does not reasonably pursue construction of the Wastewater Extension under the approved plans and specifications. e. Developer/Owner's contractor fails to complete construction of the Wastewater Extension, under the approved plans and specifications, on or before February 28, 2014. f. Either the City or the Developer/Owner otherwise fails to comply with its duties or obligations under this Agreement. 9. NOTICE AND CURE. a. In the event of a default by either party under this Agreement, the non-defaulting party shall deliver notice of the default, in writing, to the defaulting party stating, in sufficient detail, the nature of the default and the requirements to cure such default. b. After delivery of the default notice, the defaulting party has 15 business days from the delivery of the default notice ("Cure Period") to cure the default. c. In the event the default is not cured by the defaulting party within the Cure Period, then the non-defaulting party may pursue its remedies in this section. d. Should the Developer/Owner fail to perform any obligation or duty of this Agreement, the City shall give notice to the Developer/Owner, at the address stated in section 11, of the need to perform the obligation or duty and, should the Developer/Owner fail to perform the required obligation or duty within 15 days of receipt of the notice, the City may perform the obligation or duty, charging the cost of such performance to the Developer/Owner by reducing the reimbursement amount due to the Developer/Owner. e. In the event of an uncured default by the Developer/Owner, after the appropriate notice and Cure Period, the City has all its common law remedies and the City may: 1. Terminate this Agreement after the required notice and opportunity to cure the default; 2. Refuse to record a related plat or issue any certificate of occupancy for any structure to be served by the project; and/or 3. Perform any obligation or duty of the Developer/Owner under this Agreement and charge the cost of such performance to the Developer/Owner. The Developer/Owner shall pay to the City the reasonable and necessary cost of the performance within 30 days from the date the Developer/Owner receives notice of the cost of performance. In the event the Developer/Owner pays the City under the preceding sentence and is not otherwise in default under this Agreement, then the Agreement shall be considered in effect and no longer in default. f. In the event of an uncured default by the City after the appropriate notice and Cure Period, the Developer/Owner has all its remedies at law or in equity for such default. Wastewater Ext Collectn and Reimb Agmt 15T Investmts Airport Indus vFinal Page 3 of 7 10. FORCE MAJEURE. a. The term "force majeure" as employed in this Agreement means and refers to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; storms; floods; washouts; droughts; arrests; civil disturbances; explosions; or other causes not reasonably within the control of the party claiming the inability. b. If, by reason of force majeure, either party is rendered wholly or partially unable to carry out its obligations under this Agreement, then the party claiming force majeure shall give written notice of the full particulars of the force majeure to the other party within ten (10) business days after the occurrence or waive the right to claim it as a justifiable reason for delay. The obligations of the party giving the required notice, to the extent affected by the force majeure, are suspended during the continuance of the inability claimed but for no longer period, and the party shall endeavor to remove or overcome such inability with all reasonable dispatch. 11. NOTICES. a. Any notice or other communication required or permitted to be given under this Agreement must be given to the other party in writing at the following address: 1. If to the Developer/Owner: 15T Investments, LLC Attn: Steven W. Tipps 13513 Camino De Plata Ct. 78418 P. O. Box 261037 Corpus Christi, Texas 78406 2. If to the City: City of Corpus Christi Attn: Director, Development Services Department 2406 Leopard Street 78401 P. O. Box 9277 Corpus Christi, Texas 78469-9277 with a copy to: City of Corpus Christi Attn: Assistant City Manager, Business Support Services 1201 Leopard Street 78401 P. O. Box 9277 Corpus Christi, Texas 78469-9277 b. Notice must be made by United States Postal Service, First Class mail, certified, return receipt requested, postage prepaid; by a commercial delivery service that provides proof of delivery, delivery prepaid; or by personal delivery. c. Either party may change the address for notices by giving notice of the change under the provisions of this section. Wastewater Ext Collectn and Reimb Agmt 15T investmts Airport Indus vFinal Page 4 of 7 12. THIRD PARTY BENEFICIARY. Developer/Owner's contracts with the professional engineer for the preparation of the plans and specifications for the construction of the Wastewater Extension, contracts for testing services, and contracts with the contractor for the construction of the Wastewater Extension must provide that the City is a third party beneficiary of each contract. 13. PERFORMANCE AND PAYMENT BONDS. Developer/Owner shall, before beginning the work that is the subject of this Agreement, execute a performance bond if the contract is in excess of $100,000 and a payment bond if the contract is in excess of $25,000. The performance and payment bonds must comply with Texas Government Code, Chapter 2253. 14. WARRANTY. Developer/Owner shall fully warranty the workmanship of and function of the Wastewater Extension and the construction of the Wastewater Extension for a period of one year from and after the date of acceptance of the facilities by the City's Director of Engineering Services and Development Services Engineer. 15. REIMBURSEMENT. a. Subject to the conditions for reimbursement from the Wastewater Collection Line Trust Fund and the appropriation of funds, the City will reimburse the Developer/Owner the reasonable actual cost of the Wastewater Extension up to an amount not to exceed $63,794.00 as shown in the attached Exhibit 4, the contents of such exhibit being incorporated by reference into this Agreement. b. The City agrees to reimburse the Developer/Owner on a monthly basis upon invoicing for work performed. The reimbursement will be made no later than 30 days from the date of the invoice. Developer/Owner shall submit all required performance bonds and proof of required insurance under the provisions of this Agreement. c. To be eligible for reimbursement, the work must be completed in a good and workmanlike manner and must have been inspected and accepted by the City. The City agrees to conduct periodic inspections and approve the progress of the work at key points during construction. d. In the event that this Agreement is terminated by the City as a result of an uncured default by the Developer/Owner and at a time when there has been a partial completion and/or partial payment for the improvements, then the City shall only reimburse the Developer/Owner for its costs that were legitimately incurred towards the completion of the improvements that have been inspected and accepted by the City up to the time that the uncured default occurred. 16. INDEMNIFICATION. DEVELOPER/OWNER SHALL FULLY INDEMNIFY, SAVE, AND HOLD HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, OFFICIALS, EMPLOYEES, AND AGENTS ("INDEMNITEES") FROM AND AGAINST ALL SUITS, CLAIMS, DEMANDS, ACTIONS, LOSSES, COSTS, EXPENSES, LIABILITY, DAMAGES AND JUDGMENTS RECOVERED FROM OR ASSERTED AGAINST CITY FOR ANY AND ALL PROPERTY DAMAGE OR INJURIES SUSTAINED BY ANY PERSON, INCLUDING WITHOUT LIMITATION, WORKERS' COMPENSATION, PERSONAL INJURY OR DEATH, ARISING FROM OR INCIDENT TO, BE CAUSED BY, OR BE IN ANY WAY CONNECTED WITH, EITHER Wastewater Ext Collectn and Reimb Agmt 15T Investmts Airport Indus vFinal Page 5 of 7 PROXIMATELY OR REMOTELY, WHOLLY OR IN PART, THE CONSTRUCTION OF THE WASTEWATER EXTENSION. 17. COVENANT RUNNING WITH THE LAND. This Agreement is a covenant running with the land, to wit: approximately 8.354 acres known as Lot 2, Block 13, Airport Industrial Subdivision, a subdivision in Corpus Christi, Nueces County, Texas, and must be recorded in the Official Public Records of Nueces County, Texas. The duties, rights, and obligations of the Agreement are binding on and inure to the benefit of the Developer/Owner's successors or assigns. 18. ASSIGNMENT OF AGREEMENT. This Agreement or any rights under this Agreement may not be assigned by the Developer/Owner to another without the written approval and consent of the City's City Manager. 19. DISCLOSURE OF INTEREST. Developer/Owner agrees, in compliance with the City Ordinance No. 17110, to complete, as part of this Agreement, the Disclosure of Interest form attached to this Agreement as Exhibit 5. 20. EFFECTIVE DATE. This Agreement becomes effective and is binding upon and inures to the benefit of the City and the Developer/Owner and their respective heirs, successors, and assigns from and after the date of final execution by all parties. 21. AUTHORITY. The person signing this Agreement on behalf of each of the parties represents, warrants, and guarantees that they have authority to act on behalf of the party and make this Agreement binding and enforceable by their signature. EXECUTED IN TRIPLICATE originals this day of 20J3. ATTEST: CITY CORPUS RISTI Armando Chapa Wes Pierson City Secretary Assistant City r, designee of the City Manager APPROVED AS TO FORM: , 2013 0 Elizabet Hundley � Assist City Attorney ""°'°^-• DUI +����. for the City Attorney C"NO Y,fi���F7'A Rv Wastewater Ext Collectn and Reimb Agmt 15T Investmts Airport Indus vFinal Page 6 of 7 15T INVESTMENTS, LLC By: Steven W. Tipps Manager STATE OF TEXAS § C 0 U N TY 0 F This instrument was acknowledged before me on - C 2013, by Steven W. Tip,ps, Manager, 15T Investments, LLC, a Texas limited Ii flity company, on',be-half of said company. �21 Texas �iimitel=rll I otary P S Signature( KATRINA MARIE WILLIAMS Notary Public, State of Texas My Commission Expires July 08, 2014 F .10 Wastewater Ext Collectri and Reimb Agmt 15T Investrrits Airport Indus vFinal Page 7 of 7 .............. Ago W 5 obs i nil 9 qn; N" i ig it l fit 1 2 Q6 It y1w 009 too. H arlh. les esw� .nA z M 0 co Q A 1100d if HIM 1 11 Li pool . A 11 tigh 1 a. 1 W! LO T Rine; cl�o S'' Of ? MEN: a NO g K I L I i�wvj.2 1 - is NE 1 3 1 a 1 f W us; j! P"O It A Lu 5: oil M" P A lit um1mv MAW N�M�Na n-27---S ART, `n W, U owl -5 APPLICATION FOR WASTE WATER REIMBURSEMENT We, 15T Investments, LLC, P.O. Box 261037, Corpus Christi, TX 78426, owner and developer of proposed AIR-PORT INDUSTRIAL SUBDIVISION, BLOCK 13, LOT 2, hereby request reimbursement of $63,794.00 for the installation of the waste water collection line in conjunction with said lot,as provided for by City Ordinance No. 17092.$95,899.56 the construction cost,including I I%Engineering and Surveying,as shown by the cost supporting documents attached herewith. By: Title: President Date: February 4, 2013 THE STATE OF "TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on February 4,2013 2013, by Steven Tipps (Name), President _(Title), of 15T Investments, LLC, a Texas Corporation, on behalf of the said corporation, y ,J tary Publi i and KATRINA MARIE WILLIAMS S Texas x] a, tary Pu li i and for Nueces ounty,Texas Notary Public, State of Texas My commission Expires Duly ly 0.. '0,4 uly 08, 2014 ti or CERTIFICATION The information submitted with this application for reimbursement has been reviewed and determined to be correct. Reimbursement is subject to: (a) Sufficiency of funds in the Collection Line Trust Fund, and (b) Appropriation and approval by the City Council. e5-/ 1Development ervices 'Engineer (Date) EXHIBIT 2 (Page 1 of 2) APPLICATION FOR WASTE WATER CREDIT We,15T Investments,LLC,P.O.Box 261037,Corpus Christi,TX 78426,owners and developers of proposed AIRPORT INDUSTRIAL SUBDIVISION, BLOCK 13, LOT 2, hereby apply for $12,75. credit towards the waste water acreage fee for the collection line Extension in conjunction with said subdivision as provided for by City Ordinance No. 17092. $95,899.5 is the construction cost, including I I% Engineering and Surveying, as shown by the cost supporting documents attached herewith. By: 2 Title: Date: L I L 1 2. THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on Z-) 2013, by S (Name), = ti _(Title), of - " 15T Investments, LLC, a Texas Corporation, on behalf of the said corporation. Public n�brth State as KATRINA MARIE WILLIAMS X S N lotary Public,State of Texas my commission Expkes july 08, 2014 EXHIBIT 2 (Page 2 of 2) U D p F- 0 z W a u) � � x U N AGNES ST. " w ' N PROP 8" WTR `� Z W HWY 44 w m nc ww a. z a ° m i z pq o :1 M L Z z W w ' S FT PROP 10" SS LINE EXHIBIT SH❑WING OFFSITE SANITARY SEWER AND WATER IMPROVEMENTS, AIRPORT INDUSTRIAL SUBDIVISION, BLK 13, LOT 2 1' = 800' BASS AND WELSH ENGINEERING CORPUS CHRISTI, TX SURVEY REG. NO. 100027-00, TX ENGINEERING REG. NO. F-52, FILE: EXB-1, JOB N0, 12048, SCALE: 1" = 60' PLOT SCALE: SAME, PLOT DATE: 10/10/12, SHEET 1 OF 1 Exhibit 3 1/14/2013 SS1 EST.XLS AIRPORT INDUSTRIAL SUBDIVISION BLOCK 13, LOT 2 OFFSITE WASTE WATER REIMBURSEMENT ITEM NO. ITEM QTY. UNIT UNIT PRICE AMOUNT 1 10"PVC PIPE 1196 LF $50.00 $59,800.00 2 4'DIA. MANHOLE 4 EA $6,350-00 $25,400.00 3 TRENCH SAFETY 1,196 LF $1.00 $1,196.00 SUBTOTAL $86,396.00 Engineering and Surveying 11% $9,503.56 SUBTOTAL $95,899.56 Less Fee Value of Property' -$12,758.80 TOTAL $83,140.76 'FEE VALUE=8.35 AC X$1,528IAC=$12,758.80 MAXIMUM AMOUNT REIMBURSEABLE ITEM AMOUNT 50%x FEE VALUE OF PROP x AVERAGE PIPE DIAM. 0.5 x 12,758.80 x 10= $63,794.00 Exhibit 4 CITY OF CORPUS CHRISTI DISCLOSURE OF INTERESTS City of Corpus Christi ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with"NA". FIRST NAME: 15T Investments, LLC STREET: 5901 State Hwy 44 CITY': Corpus Christi ZIP: 78406 FIRM IS: ❑1. Corporation ❑2. Partnership 03. Sole Owner []4. Association R]5. Other Limited Partne[shi��> DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm". Name Job,Title and City Department(if known) None None 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm". Name Title None None 1 State the names of each "board member" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm". Name Board, Commission, or Committee None None 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 35 or more of the ownership in the above named"firm". Name Consultant None None CERTIFICATE I certify that all information provided is true and correct as of the date of this statement,that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas as changes occur. Certifying Person: Steven Tipps Title: Member (Type or Print) Signature of Certifying Person: Date: 12/13/2012 Exhibit 5 ~+ 1) Ii �() A.. ":'�.'T C1 .L -'25 ;E3� # Poyes 14 04/11/2813 3i86PM 0fficiol Records of NUECES C8QNTY DIANA T. BAKKERA COUNTY CLERK Fees $67.08 Al y »rovisiuu hereio wbich rest.ricts tbe Soler Regal or use of the described KEAL PROPERTY becouse of Rmce, Color, Reliyion, Sex, Hmndicun, Familial Stutms, or HotimuuI Qriyia is iuvulid and uuenforceuble under FEDERN- LA�, �/1�/89. STATE OF TEXAS Ca'UNTY 0F NUEAES I herehy certife that this was FILED in file number senueuce on the dote and at the time stomped herein by me, and wus 601e RECORDED in the Officiul Public Recards mf ^ Hueceo Cmunty, Texns r���� 6iuno T. Bmrp�o —' .[\oA .�— � 4A.A�� ^ � * A"V —��{�0� � �^,^�� � ^ " � » °^� ~ se _ AGENDA MEMORANDUM First Reading Ordinance Item for the City Council Meeting of October 8, 2013 Mry° Second Reading Ordinance for the City Council Meeting of October 22, 2013 DATE: 9/17/13 TO: Ronald L. Olson, City Manager FROM: Mark E. Van Vleck, P.E., Director of Development Services MarkVV @cctexas.com (361) 826-3897 Approval of Ordinance to reimburse Wal-Mart Real Estate Business Trust for the shared cost to construct Dunbarton Oaks Drive CAPTION: Ordinance appropriating $647.90 of interest earned in the NO. 4730 Infrastructure Fund and transfer to NO. 3530 Streets CIP Fund; and appropriating $102,218.24 from the NO. 4730 Infrastructure Fund to reimburse Wal-Mart Real Estate Business Trust; and approving $194,180.07 to reimburse Wal-Mart Real Estate Business Trust from the NO. 4730 Infrastructure Fund for Y2 street construction cost of constructing Dunbarton Oaks Drive for Cimarron Estates. PURPOSE: Approval of Ordinance to reimburse Wal-Mart Real Estate Business Trust for the shared cost to construct Dunbarton Oaks Drive and Cimarron Estates. BACKGROUND AND FINDINGS: On August 12, 1997, the City of Corpus Christi (the "CITY') accepted $69,267.05 from First Worthing Company as payment in lieu of First Worthing Company's obligation to construct one- half of Dunbarton Oaks and supporting public utility infrastructure as required to develop and plat Brighton Village Unit 5, Block 1, Lot 3. On April 11, 2006, the CITY entered into a deferment agreement with Mostaghasi Investment Trust for Cimarron Estates and accepted, appropriated and restricted $83,250.49 in an interest- bearing Infrastructure Trust Fund No. 4730 in order to reimburse Wal-Mart Real Estate Business Trust for the construction and completion of Dunbarton Oak Drive and related storm water improvements. On August 17, 2010, the CITY entered into a deferment agreement with Wal-Mart Real Estate Business Trust and accepted a letter of credit in the amount of $1,086,487.05 for Cimarron Center Subdivision and agreed to award the funds to Wal-Mart Real Estate Business Trust which were deposited with the CITY pursuant to the previously executed First Worthing Company and Mostaghasi Investment Trust deferment agreements. Such funds were being held in CITY interest bearing accounts, yielding a total amount of$194,180.07. The initial deposit of $69,267.05 from First Worthing Company has accrued $32,951.19 in interest earnings. The initial deposit of $83,250.49 from Mostaghasi Investment Trust has accrued $8,711.34 in interest earnings. This ordinance as presented will streamline the required appropriations and transfers of deferment agreement amounts along with interest earned to reimburse Wal-Mart Real Estate Business Trust for their shared cost of constructing Dunbarton Oaks Drive. Wal-Mart has completed Dunbarton Oaks Drive, and the public improvements were accepted by the CITY on July 11, 2012. ALTERNATIVES: Denial of Ordinance OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Wal-Mart Real Estate Business has constructed Dunbarton Oaks Drive per the deferment agreement. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X No. 4730 Infrastructure Trust Fund Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget 194,180.07 194,180.07 Encumbered / Expended Amount 0.00 0.00 This item 194,180.07 1947180.07 BALANCE 0.00 0.00 Fund(s): Dunbarton Oaks (21606) —Security $69,267.05, interest $32,951.19 Cimarron Estates (21367) —Security $83,250.49, interest $8,711.34 Comments: RECOMMENDATION: Staff recommends approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance-First Worthing Company Deferment Agreement-Mostaghasi Investment Trust Ordinance-Mostaghasi Deposit to reimburse Wal-Mart Real Estate Business Trust Deferment Agreement—Wal-Mart Real Estate Business Trust ORDINANCE APPROPRIATING $647.90 OF INTEREST EARNED IN THE NO. 4730 INFRASTRUCTURE FUND AND TRANSFER TO NO. 3530 STREETS CIP FUND; AND APPROPRIATING $102,218.24 FROM THE NO. 4730 INFRASTRUCTURE FUND TO REIMBURSE WAL-MART REAL ESTATE BUSINESS TRUST; AND APPROVING $194,180.07 TO REIMBURSE WAL-MART REAL ESTATE BUSINESS TRUST FROM THE NO. 4730 INFRASTRUCTURE FUND FOR '/2 STREET CONSTRUCTION COST OF CONSTRUCTING DUNBARTON OAKS DRIVE FOR CIMARRON ESTATES. WHEREAS, On August 12, 1997, the City of Corpus Christi (the "CITY') accepted $69,267.05 from First Worthing Company as payment in lieu of First Worthing Company's obligation to construct one-half of Dunbarton Oaks and supporting public utility infrastructure as required to develop and plat Brighton Village Unit 5, Block 1, Lot 3. WHEREAS, On April 11, 2006, the CITY entered into a deferment agreement with Mostaghasi Investment Trust for Cimarron Estates and accepted, appropriated and restricted $83,250.49 in an interest-bearing Infrastructure Trust Fund No. 4730 in order to reimburse Wal-Mart Real Estate Business Trust for the construction and completion of Dunbarton Oak Drive and related storm water improvements. WHEREAS, On August 17, 2010, the CITY entered into a deferment agreement with Wal-Mart Real Estate Business Trust and accepted a letter of credit in the amount of $1,086,487.05 for Cimarron Center Subdivision and agreed to award the funds to Wal-Mart Real Estate Business Trust which were deposited with the CITY pursuant to the previously executed First Worthing Company and Mostaghasi Investment Trust deferment agreements. Such funds were being held in CITY interest bearing accounts, yielding a total amount of $194,180.07. WHEREAS, The initial deposit of $69,267.05 from First Worthing Company has accrued $32,951.19 in interest earnings. WHEREAS, This ordinance as presented will streamline the required appropriations and transfers of deferment agreement amounts along with interest earned to reimburse Wal-Mart Real Estate Business Trust for their shared cost of constructing Dunbarton Oaks Drive. WHEREAS, Wal-Mart completed Dunbarton Oaks Drive, and the public improvements were accepted by the CITY on July 11, 2012. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Interest earnings of $341.06 from Dunbarton Oaks, and interest earnings of $306.84 from Cimarron Estates for the sum of $647.90 is appropriated and transferred from No. 4730 Infrastructure Fund to 3530 Streets CIP Fund. SECTION 2. Security held from First Worthing Company authorized by Ordinance #023030 in the amount of $69,267.05 and interest earnings of $32,951 .19 for the sum of $102,218.24 is appropriated for reimbursement to Wal-Mart Real Estate Business Trust for 1/ street construction costs of Dunbarton Oaks Drive from No. 4730 Infrastructure Fund. SECTION 3. Reimbursement to Wal-Mart Real Estate Business Trust in the amount of $194,180.07 is approved from the No. 4730 Infrastructure Fund for the shared cost to construct Dunbarton Oaks Drive. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20137 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the day of , 20137 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of , 2013 ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Nelda Martinez City Secretary Mayor ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE TO ACCEPT $69,267.05 FROM FIRST WORTHING COMPANY AS PAYMENT IN LIEU OF CONSTRUCTING ONE-HALF OF DUNBARTON OAKS AND THE SUPPORTING PUBLIC UTILITY INFRASTRUCTURE ("IMPROVEMENTS") THAT ARE REQUIRED TO DEVELOP AND PLAT BRIGHTON VILLAGE UNIT 5,BLOCK 1,LOT 3;ESTABLISHING A CITY INTEREST-BEARING ACCOUNT IN THE INFRASTRUCTURE TRUST FUND TO DEPOSIT THE FUNDS, WHICH ARE RESTRICTED FOR COMPLETION OF THE IMPROVEMENTS WHEN THE PROPERTY ABUTTING THE IMPROVEMENTS AND OPPOSITE BRIGHTON VILLAGE UNIT 5, BLOCK 1, LOT 3 ARE PLATTED; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager, or his designee is accepting $69,267.05 from First Worthing Company as payment in lieu of constructing one-half of Dunbarton Oaks and the supporting Public Utility Infrastructure ("Improvements") that are required to develop and plat Brighton Village Unit 5, Block 1, Lot 3, and includes the following specifications: 1) First Worthing is paying $69,267.05 in lieu of improvements that are required to plat and develop Brighton Village Unit 5, Block 1, Lot 3, which include an approximate 600-foot extension of Street pavement with supporting sanitary sewer and drainage service typically found in a Collector Street Right-of-Way. An Engineer's Cost Estimate for this extension establishes the Developer's contribution at$69,267.05. 2) First Worthing Company must deposit the $69,267.05 escrow amount with the City before the plat known as Brighton Village Unit 5, Block 1, Lot 3 can be recorded. A note citing that cash in lieu of construction of a half street and supporting public infrastructure referenced by Ordinance number will be added to the plat prior to plat recordation. 3) Upon payment of the $69,267.05, First Worthing Company is relieved from any future obligation to construct any public improvements as it relates to Brighton Village Unit 5, Block 1, Lot 3. AG19715000.282.1 a SECTION 2. That a city interest-bearing account is established to deposit the Developer's $69,267.05 contribution that restricts use of the said monies for the completion of "Improvements" at the time of platting and development of the property (Lot 8, Section 11, Flour Bluff&Encinal Farm & Garden Tracts)directly adjacent to and abutting the secured"Improvement". SECTION 3. That upon written request of the Mayor or five Council members, copy attached, to find and declare an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs, such finding of an emergency is made and declared requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings so that this ordinance is assed and shall take effect upon first reading as an emergency measure this the day of , 1997. ATTEST: THE CITY OF CORPUS CHRISTI City Secretary MAYOR The City of Corpus Christi Legal form approved , 1997; James R. Bray, Jr., City Attorney. By: Alison Gallaway, Assistant City Attorney AG19715000.282.la Corpus Christi, Texas M I h day of 14k� , 1997. TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we,therefore,request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, N MAYOR THE CITY OF CORPUS CHRISTI Council Members The above ordinance was passed by the following vote: Loyd Neal Q Jaime Capelo Melody Cooper Alex L. Garcia, Jr. Arnold Gonzales ' Betty Jean Longoria John Longoria d4; Edward A. Martin Dr. David McNichols AG19715000.282.1a DEFERMENT AGREEMENT STATE OF TEXAS § COUNTY OF NUECES § This Agreement is entered into between the City of Corpus Christi, a Texas home rule municipality, 1201 Leopard Street, Corpus Christi, Texas 78401 (hereinafter "City") and Mostaghasi Investment Trust, 6333 Queen Jane Street, Corpus Christi, Texas 78414, (hereinafter "Developer"), WHEREAS, Developer in compliance with the City's Platting Ordinance, has filed a plat to develop a tract of land "Cimarron Estates" (herein called "Development"); WHEREAS, the plat of Cimarron Estates, Exhibit 1, approved by the Planning Commission on February 23, 2005 provides for the construction of one half of Dunbarton Oak Drive and one-half of a 72-inch storm sewer public improvements; WHEREAS, the Platting Ordinance, Section III, Paragraph H, Subparagraph 5, requires Developer to construct seventy-five percent (75%) of the required on-site and off-site, public improvements, including construction of street pavement and storm sewer, Exhibit 2, prior to the time that the above said plat of the Development is filed for record WHEREAS, the Developer is seeking to have the plat filed immediately with the County Clerk of Nueces County, Texas, before completion of seventy-five percent (75%) of the improvements required by Section III, Paragraph H, Subparagraph 5, of the Platting Ordinance; WHEREAS, the Developer has deposited the sum of Eighty-three Thousand Two Hundred-fifty and 49/100 ($83,250.49) check, which is 110% of the estimated cost of constructing the deferred improvements, as shown on the costs estimate, which is attached hereto and incorporated herein as Exhibit 3, with the CITY OF CORPUS CHRISTI WHEREAS, the City Attorney and Director of Finance have approved this transaction; WHEREAS, the Developer has satisfied all other subdivision requirements, park dedications, park dedication deferment agreements, and maintenance agreements and all special covenants have been completed; and WHEREAS, the Developer is entering into this Deferral Agreement as required by Section IV-Required Improvements, Subsection A.12.(c) of the Platting Ordinance. NOW, THEREFORE. the City and Developer agree as follows: 2006-132 04/11/(16 112006-1115 Mostauhasi Ins estment Trust 1. The City agrees to waive the requirement that required improvements be seventy-five percent (75%) complete before the final plat is endorsed by the City's Director of Engineering and further agrees to allow the Developer to defer the completion of the construction of the required improvements, including construction of the of street pavement and storm sewer, as shown in Exhibit 2, (hereinafter "deferred improvements"), until the City causes said improvements to be constructed as a portion of an overall plan. 2. The Developer has deposited Eighty-three Thousand Two Hundred-fifty and 49/100 ($83,250.49) check, Exhibit 4, with the City of Corpus Christi, which is 110% of the estimated cost of constructing the deferred improvements, which is attached and incorporated into this agreement. 3, The principal amount of Eighty-three Thousand Two Hundred-fifty and 49/100 ($83,250.49)shall be placed by the City in an interest bearing account and the total sum, both principal and interest, shall be made available to the City of Corpus Christi solely for the construction of the deferred improvements hereunder. Such funds shall not be used for any other purpose whatsoever. 4. The City agrees the sum of Eighty-three Thousand Two Hundred-fifty and 49/100 ($83,250.49) cash, or 110% of the estimated cost of the deferred improvements has been received by the City, and that the City's Director of Engineering Services shall issue a "Final Letter of Acceptance" for Cimarron Estates to the Developer once all other subdivision requirements have been approved and accepted by the City of Corpus Christi. Mostaahasi Investment Trust 6333 Queen Jane Street Corpus Christi, Texas 78414 5. The City's Director of Engineering Services, at Developer's expense, shall file of record this Deferment Agreement in the records of Nueces County. 6. No party may assign this Deferment Agreement or any rights hereunder with the prior written approval of the other parties. 7. Unless otherwise stated herein, any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery, by fax, or by certified mail, and if given personally, by fax or by certified mail, shall be deemed sufficiently given if addressed to the appropriate party at the address noted opposite the signature of such party. Any party may, by notice to the other in accord with the provisions of this paragraph, specify a different address or addressee for notice purposes. 8. This Agreement shall be construed under and in accordance with the laws of the State of Texas. All obligations of the parties created hereunder are performable in Nueces County, Texas. Any and all lawsuits pursuant hereto shall be brought in Nueces County, Texas. 9 The Developer further agrees, in compliance with the City of Corpus Christi Ordinance No. 17113, to complete, as part of this Agreement, the Disclosure of Ownership interests form attached hereto as Exhibit 5. 10. This Agreement shall be executed in triplicate, all original copies of which shall be considered one instrument. When all original copies have been executed by the City, and at least two original copies have been executed by the Developer, this Agreement shall become effective and binding upon and shall inure to the benefits of the parties and their respective heirs, successors and assigns EXECUTED in triplicate this &-rik day of APWL.- , 2006. George Mostaghasi Mostaghasi Investment Trust ("Developer") 6333 Queen Jane Street Corpus Christi, Texas 78414 PHONE NUMBERS By: STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on the 4;W day of "L... , 2006, bye "4eww*1Aa 1 __, in the capacity herein stated and as the act and deed of said entity. NO RY PUBLIC/STATE OF TEXAS eNLf oOr 1 Deferment Agre7ent l doc V CITY OF CORPUS CHRISTI ("City") P. O. Box 9277 Corpus Christi, Texas 78469 Telephone: (361) 880-3500 Facsimile: (361) 880-3501 ATTEST .� By: By: Ax-� ARMANDO CHAPA GE K. NOE City Secretary tity Manager THE STATE OF TEXAS § COUNTY OF NUECES § This ins s acknowledged before me on the day of , 2006, by GEORGE K. NOE, City Manager for the CITY OF CORP S RISTI, a Texas municipal cnq n beh alf o d c poration. _i; TAMERA L RILEY ^ ;-; Notary Public STATE OF TEXAS NOTARY PUBLIC, STATE OF TE S ?roa My Comm. Ezp. 05-26-2008 APP O=AS is �t`__ day of ' 2006. By: Gary` mith Assistant City Attorney For the City Attorney tea► . ; �i ou Deferment Agreement final.doc M = 4-o 5 sa o k � IF < 2 k t y' Y d �i �k S 9 °°a NIX g .5 A�Hh G"y �,~. f amauaf nr d a ' ~m < w r Qea� a w 'Yf Rlllba2 U L W F-< El A Z V X ',m Sf3�O�3JNi J yf Z Li W I U i Vl J Q E a�SJ! w -u s �' ]SI� S vl O❑ Y uo o - a a 4� �� W°gym A J Wj a EXHIBIT 1 (Page 1 of 3) M W W Q hie U.-W Rm $ xJW °o a L�U E3 WI I " as' N H �..i 3. io O 66 ct m ° 2roG aA OI 11.OE LS i2s a OT =f 3 g PA" .op npl I 3.0E.LG.82N I I m a e-11 02 o s .Be ec 1 .ao L9.82N °�� 9 e 1!e0a :31N rwn[tlna m I a ^ a 98981 AAE.LS.B2S ti W �o n.OE.CC.82S OC nS .QD'Ef T—60 0'EC .00'Gr 9 N 6E sz sz - 3n .G L — -82y —— — — — --' -- l'1 .G L ——— — — OL .00 c LL'BG ,00'[S cc'ES 00'EG _00'Ct 3.DE.LG.B2N _00'GS �1 " a1 E -- -- S—C -- _.I — — O x Imo' Z W �I I `� Wm °S a " �: " I, u �� _.� ols yr! " I W�Q � _.^ , n" it � l.7 Q W a, 32 0 N I H _ nA ___. - � z 41 W W n x fS .00'EG + __00'ES �AO � :.L EI 3.oE LG.BZm ° rrYY77// N �-.r B[ '3�♦ �]lNl ]0tlN1YtlQ ,B9 98f A,Of.LG.B22 " ee 49 91 n.a.LG.Bas Ln(/ O O i O Ay 20 c Wvi % �I$ m _ m ��f++ 4 .61 SS_. .2E ES G]OS- L;0'OS -_.00 JG .a0 DS .00'cc �33a IS'ESf 3.0E.LS.B2m ,\ 3af11nJ 3Na NI Q31N31c3 .OS 98r nAE.LS.82S 1S 3S 3-N31R.— 3aIdiN 01 1N3N3SV3 S[H1 '1N3N3SV]QNnOatlmnnl Aatla0d1131 .Si%.60'SS B1 ES/ A.OE,CS.82$ -- + �J S AAE.CG.B2S d 60'SS; 6E'ES�.pp nC 1C'Ot AO'ut 00 iIS .00'OS T00'OS �" �`�'Sf \ A0'WI I � �` MA .01 - _:� .00'06 3.OE.4G.8211 I — za 16E'ES ,pQilG— •00 OS n .Sf�,00 Ot Aa'OG— AO'OS 1q roG _04_'S9— - n a'N L a '29 n 'lv3d .3 9NIQap]]tl tl M 99I d '29 A '1Vld O1 9111QY1]]tl _ .�J d 1 L6 E 20n fN SV3.d]01 'a'Q (61 'd "tL1t A iN3N 3�d]AE ` r limn NVO N01"E c.1 111A 311 y -:Nn atl' 1191 39tl 1tl 30b ll;n 3N1 EXHIBIT I (Page 2 of 3) .ORf 1A7 1aNIK0 ,00 'DOE N,OE,LS.B2S �§ M - -- - - - 3� y -- - - -— HUM C� N` r@ of N U tiF.m W�N ; V R r J Q 2 P v,o o M� r - I AG 90E 3.00 1L.Y2r, I r i I r— — I I I = I I ' I I I tlf I i � I ti- I I sfo I I - -Jfio-- -I I - , y o I � I I I I r W I o o 3R o _ da oz z I 2 4 a-o �zR M 3.00.(L Aal IY A I I, __`__ — AO'C21 SAC.LL.BD, 3Ci3'1 AI _.00'L21 AA[,LL J2S FXNIRIT 1 (Pace 3 of 3) r CL DUNBARTON OAK DRIVE FUTURE 60' DUNBARTON OAK DRIVE (40' BB FUTURE STREET) i - - 6."04' 56'E 845. 14 0 TYP c' C&G 7YF:-� ti 1 — W I S F6 z N n a Li o 5 Lo 33' TDE 4" Z 3 W i U W 3 I L FL4j I LOT 1 R1 W Ld W Z J � (Y A W W o Q. U -. N B7 A - � MARR❑N ESTATES S RE` 1 �'1ND ST❑RM SEWER -'EFERMENT AGREEMENT 0 i i i rBASS AND WELSH ENGiNEf RING CORPUS CHRISTI, TX COMP. NO EXB-STR-S10 DWG JOB NG :)4038 SCALE- - 100' PLOT SCALE SAME 'LOT DATE 2;`15/06 7HEET .. EXHIBIT 2 COST ESTIMATE C'IMARRON ESTATES --- _ - DEFERRED CONSTRUCTION ITEM ' DESCRIPTIO>\ QUANTITY UNIT UNIT PRICE AMOUNT - -- _ STREET ITEMS 2 HMAC 1180 S)' $8.50 10,030.00 EXCAVATION V CALICHE BASF L S 2,450.00 2,450.00 1 180 LS 8.50 10,030.00 8" LIME STABILIZED SUBGRADE TO 1' 13C 740 SN' 3.75 2,775.00 6 4'' THICK REINFORCED CONCRETE WALK 2257 SF 2.80 6,319.60 6 CURB& GUTTER 555 LF 10.50 5,827.50 -+--- SUB-TOTAL STREET ITEMS $37,432.10 ITEM DESCRIPTI0� QUANTITY UNIT UNIT PRICE AMOUNT STORM SEWER ITEMS _- , - !7 RCP INCLUDING ALSO BACKFILL 15 LF $200.00 $31,400.00 _RUSHED STONE EMBEDMENT FOR RCP 157 LF 10.00 $1,570.00 SUB-TOTAL STORM SEWER ITEMS $32,970.00 - --- _ SUB-TOTAL $70,402.10 _ 7-5%ENGINEERING $5,280.16 SUB-TOTAL $75,682.26 10%ADDITIONAL(CITY ORD.) $7,568.23 TOTAL DEFERMENT $83,250.49 i EXHIBIT 3 88-2141 SUN-GEORGE CONTRACTING ttas zs 5879 y 3802 BR.00KHAMPTON PH. 361-765-4422 0034000034 CORPUS CHRIST! TX -8414 DAT - `O�LLARS FIRST NATIONAL BANK -FUL ,li• MU MMKATM 060%la" 1161.7165 � C1151LW94AVCE p6 11 WliBl 9 2 11, L Si: 58 ? 911.00 3 40000 EXHIBIT 4 cY r Y CITY OF CORPUS CHRISTI DISCLOSURE OF INTERESTS City of Corpus Christi Ordinance 7112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. �Every question must be answered. If the question is not applicable, answer with"NA". FIRM NAME: .C.CQAQ..4... 1�i.C�RT.!��it�l�►.1...... ................. . . . ................................................................. STREET: —6.333— Lt hl.. .�0►,hLC. . 5.7....... CITY: ........... ZIP: �.�.�'.�.�-....... FIRM is: ;-orporation ❑ 2. Partnership ❑ 3 Sole Owner ❑ 4. Association ❑ Dther ❑ ... ................................................................. — - DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1 State the names of each "employee" of the City of Corpus Christi having an `ownership interest"constituting 3% or more of the ownership in the above named "firm". Name lob Title and City Department(if known) . ................................................................. _ .... ............................................................. 2. State the names of each `official' of the City of Corpus Christi having an "ownership interest' constituting 3% or more of the ownership in the above named "firm". Name Title / ' - I Ir, ,+� ................................... A . . ................................................................. 3 Mate the names of each "board member"of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named "firm". Name Board, Commission or Committee ................................................................. _ __ ..,. , .._ ...... _............................................................... 4. State the names of each employee or officer of a "consultant'for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Consultant CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Te s as changes occur. Certifying Person ...... Title:.,©W.!A,t^ or Prints Signature of Certifying Person: . Date: ...,..�p..�.O..0 EXHIBIT 5 I Pagel of 2 ORDINANCE APPROPRIATING AND RESTRICTING $83,250.49 (AND THE ACCRUED INTEREST) IN THE INTEREST-BEARING INFRASTRUCTURE TRUST FUND NO. 4730 TO REIMBURSE 1 WAL-MART REAL ESTATE BUSINESS TRUST (DEVELOPER) - UPON COMPLETION OF DUNBARTON OAK DRIVE AND RELATED STORM WATER IMPROVEMENTS, IN ACCORDANCE WITH SECTION IV, PARAGRAPH A, SUBPARAGRAPH 12 OF THE PLATTING ORDINANCE; AND DECLARING AN EMERGENCY BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. An amount of $83,250.49 (and the accrued interest) is appropriated in the interest-bearing Infrastructure Trust Fund No. 4730 and restricted for reimbursing Wal-Mart Real Estate Business Trust (Developer) upon completion of Dunbarton Oak Drive and related storm water improvements, in accordance with Section IV, Paragraph A, Subparagraph 12 of the Platting Ordinance. SEC_T_IO.N-2.—U.pon written-request of-the-Mayor-or-five-Council-member-s—copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the 17th day of August, 2010. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Joe Adarde City Secretary Mayor AP ROVED AS TO FORM: 3-Aug-10 Veronica Ocanas Assistant City Attorney For City Attorney X2726. 081710 ORD APP$83,250.49 to reimburse Wal-Mart Real Estate Trust-Cimarron Estates Subdivision i N D i Page 2of2 Corpus Christi, Texas jNayofZ_o�, 2010 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, i Joe Adap6e Mayor The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry R. Elizondo, Sr. Kevin Kieschnick Priscilla Leal John E. Marez Nelda Martinez ,c Mark Scott _)40 t$t_ 028726 081710 ORD APP$83,250.49 to reimburse Wal-Mart Real Estate Trust-Cimarron Estates Subdivision CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV,Sections 7&8) I,the Director of Financial Services of the City of Corpus Christi,Texas(or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract„agreement,obligation or expenditure described below is in the Treasury to the credit of the Fund specified below,from which it is to be brawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: August 17,20X0 a. Ordinance appropriating$83,250.49,held in an interest-bearing account in the hiftastructure Fund for the Cimarron Estates Subdivision Developer's share of the future construction of Dunbarton Oak Drive and related storm-sewer improvements;and declaring an emergency. Amount Required: 8� 3.250.49 Fund Name Fund No.' Org.No. Account No. Project No. Amount -_ Infrastructure 4730 �C 13,r j $ 83,250.49 Total $83,250.49 , ❑Certification Not Required Director of Financial Services Date: } F ' k • _ Ep{[` l F f .l i f 1 Do0w 201.0103624-10 pcues JA 09127'/2010 435,PM Official Recoi-ds of DEFERMENT AGOOJ�- IJNTY COUNTY CLERK STATE OF TEXAS § F*ees $67 00 COUNTY OF NUECES § 4. This_Deferment Agreement, (hereinafter "AGREEMENT") is entered into between the City of Corpus Christi, Texas, a Texas Home Rule Municipality, (hereinafter"CITY") and WAL-MART REAL ESTATE BUSINESS TRUST, a Delaware trust (hereinafter"DEVELOPER"), and pertains to deferral of the completion of certain improvements required prior to filing the final plat of Cimarron Center Subdivision, located south of Saratoga Boulevard and west of Cimarron Boulevard,which was approved by the Planning Commission on July 7, 2010. A copy of the plat is attached and incorporated as Exhibit 1. WHEREAS, the DEVELOPER is obligated under Section III, Paragraph H, Subparagraph 5, of the Platting Ordinance to construct seventy-five percent (75%) of the required improvements, before the final plat is endorsed by the CITY'S Engineer. Detailed construction drawings must be provided by the DEVELOPER and approved by the CITY Departments of Development Services and Engineering prior to the start of construction; WHEREAS, the DEVELOPER is seeking to defer, for a period of up to five (5) years, the construction of the water, sanitary sewer, storm sewer, and road improvements (hereinafter the "deferred improvements"), as shown in Exhibit 2, as required by the CITY'S Platting Ordinance; j WHEREAS, the DEVELOPER is seeking to have the plat filed immediately with the County Clerk of Nueces County, Texas, before completion of seventy-five percent (75%) of the required improvements as required by Section 111, Paragraph H, Subparagraph 5, of the Platting Ordinance; WHEREAS, the DEVELOPER will deposit, with the CITY, an irrevocable letter of credit, in the amount of$1,086,487.05, which represents the true estimated costs to be paid by DEVELOPER for construction of the deferred improvements, as is more fully explained in paragraphs 2 and 12 contained herein and as shown on the attached cost estimate, which is attached and incorporated as Exhibit 3; WHEREAS, the CITY Attorney and Director of Finance have approved this transaction; WHEREAS, the DEVELOPER has satisfied all other subdivision requirements, park dedications, park dedication deferment agreements maintenance agreements or special covenants have been completed; WHEREAS, the DEVELOPER is entering into this AGREEMENT as required by Section V, Paragraph A, Subparagraph 3. b) of the Platting Ordinance; NOW, THEREFORE, for the consideration set forth hereinafter, the CITY and DEVELOPER agree as follows: 2010-375 M2010-187 08/17/10 Wal-Mart Real Estate Bus. Trust MEMO I _ Page 2 of 7 1. The CITY hereby aives the requirement that construction of the deferred y q improvements be completed before the final plat is endorsed by the CITY Engineer and filed for record with the County Clerk of Nueces County and further agrees to allow the DEVELOPER to defer construction of the deferred improvements as shown in Exhibit 2, for up to five (5) years from the date of this AGREEMENT. 2. The DEVELOPER agrees to deposit with the CITY, an irrevocable letter of credit, in the amount of$1,086,487.05, which represents the true estimated deferment costs to be paid by DEVELOPER. The amount which represents 110% of the estimated cost of constructing the required improvements, which is customarily required to be paid by DEVELOPER in accordance with the CITY'S Platting Ordinance, is $1,280, 658.12. In this matter, the DEVELOPER will be awarded funds which were deposited with the CITY pursuant to previously executed Deferment Agreements, which have been held in CITY interest bearing accounts, yielding a total amount of $194,180.07, which amount will be credited to DEVELOPER, thereby providing a remaining balance to be secured by DEVELOPER in the amount of$1,086,487.05, as is more fully explained in paragraph 12 herein and as shown on the attached cost estimate, which is attached and incorporated as Exhibit 3. The letter of credit must be provided to the CITY on or before the plat is filed with the County Clerk, and if it is not provided by that time, this AGREEMENT shall become null and void. The form of the irrevocable letter of credit must be approved by the CITY'S Director of Financial Services, which approval shall not be unreasonably withheld or delayed. 3. An irrevocable letter of credit shall be valid for the entire deferment period of five (5) years, or until the completion of the deferred improvements. If the letter of credit is issued for a one year period, as opposed to a five (5)year period, it shall be renewed upon expiration each year for at least a period totaling five (5)years. Proof of renewal shall be received by the City's Director of Engineering Services at least thirty (30) days prior to the letter of credit expiration. If no renewal is received, cash or other approved substitute security shall be provided. The form of the original letter of credit, and subsequent letters of credit, if any, must be approved by the CITY'S Director of Financial Services which approval shall not be unreasonably withheld or delayed. 4. DEVELOPER and CITY agree that the financial security and any interest earned shall be applied to the construction of the required improvements, herein deferred, and that any remaining funds shall be returned to the DEVELOPER upon completion of the deferred improvements. 5. The DEVELOPER shall construct the deferred improvements, in accordance with the CITY'S engineering standards in effect at the time of construction. 6. Upon completion of the deferred improvements by DEVELOPER within five (5) years from the date of this AGREEMENT, and upon acceptance of the deferred improvements by the CITY Engineer pursuant t o the submitted and accepted plans and specifications , and upon compliance by the DEVELOPER with the terms of this AGREEMENT the CITY Engineer shall: Page 3 of 7 a. Immediately release DEVELOPER from the obligations to construct the deferred improvements by mailing a Release Letter to: Wal-Mart Real Estate Business Trust 2001 S.E. 10th St. Bentonville, Arkansas 72716-0550 Attention: Gregory Tesoro Assistant General Counsel Phone: (479) 204-1167 Fax: (479) 277-5991 Email: gregory.tesoro@walmartlegal.com b. Return to the DEVELOPER within sixty (60) days of the completion of the construction of the deferred improvements and settlement of the construction costs, or within sixty (60) days of acceptance of the deferred improvements, whichever is later, any balance remaining of all monies received by the CITY from the DEVELOPER, including any interest earned. 7. Subject to Paragraph 9. below, if the deferred improvements have not been completed within five (5) years from the date of this AGREEMENT, or if the DEVELOPER defaults in any of its other material covenants or obligations under this AGREEMENT after notice to the DEVELOPER and opportunity to cure as stated in Paragraph 10 below, the CITY shall have the right to call the financial security and transfer the money received, including any interest earned, to the appropriate CITY fund and the CITY shall use such funds for the completion of the construction of the deferred improvements. The CITY shall diligently pursue and complete all such construction of the deferred improvements as required to serve the best interests of the CITY. r &. If the CITY constructs all or any part of the deferred improvements, within thirty (30) days of billing the DEVELOPER following completion of the deferred improvements by the CITY, the DEVELOPER shall reimburse the CITY for any additional costs i associated with the construction of the deferred improvements, if the financial security and interest prove inadequate to complete the deferred improvements, in accordance with the submitted and accepted plans and specifications. 9. Notwithstanding anything contained herein to the contrary, the CITY and DEVELOPER agree that if no construction of deferred improvements has begun, and the DEVELOPER, prior to the deadline for completion of the construction of the deferred improvements: (i) formally vacates the current plat, with approval of the Planning Commission; or (ii) formally seeks to vacate the current plat and the Planning Commission has not yet approved such vacation but the DEVELOPER has complied with all statutory requirements for such i i f Page 4 of 7 1 i vacation, as approved by the CITY's Director of Development Services, then any money received by the CITY from the DEVELOPER remaining on deposit, plus interest earned, shall be released and immediately returned to the DEVELOPER, j or if financial security was given to the CITY by the DEVELOPER, it shall be released ' within sixty (60) days. 10. If DEVELOPER defaults in any of its covenants or obligations under this AGREEMENT, the CITY'S Engineer will send the DEVELOPER and the Project Engineer written notice by certified mail, return receipt requested, advising DEVELOPER of the default and giving DEVELOPER thirty (30) days from date of receipt of the letter to cure the default. If the DEVELOPER fails to cure the default after receipt of the notice and opportunity to cure, the CITY'S Engineer may transfer any monies received and interest earned to the appropriate fund of the CITY to complete the deferred improvements. In the event there are any monies received by the CITY from the DEVELOPER, plus interest earned, remaining after the CITY has completed construction of the deferred improvements, the excess monies, both principal and interest, shall be refunded to the DEVELOPER, within sixty (60) days of the completion of construction of the deferred improvements and settlement of construction contracts. 11. The CITY reserves the right not to issue Certificates of Occupancy for this development until the deferred improvements are installed and accepted by the CITY'S Engineer. 12. DEVELOPER and the CITY agree that, in accordance with Section IV, Paragraph A, Subparagraph 12 of the Platting Ordinance, DEVELOPER shall be awarded the funds deposited with the CITY pursuant to the previously executed Cimarron Estates Deferment Agreement, Fund No. 261029-4730-21367, in the amount of$91,961.83, which is the balance as of May 31, 2009; and the Brighton Village Unit 5, Block 1, Lot 3 Deferment Agreement, Fund No. 263026-4730-21606, in the amount of$102,218.24, which is the balance as of May 31, 2009; resulting in a total award in the amount of$ 194,180.07. 13. The DEVELOPER agrees that the CITY, after notice in writing to the DEVELOPER and Project Engineer and agreement by the DEVELOPER and Project Engineer, may accelerate payment or performance or require additional security when the CITY'S Engineer determines that the prospect of payment or performance is questionable. 14. The DEVELOPER and CITY agree that during the deferment period of five (5) years, an increase in the security may be required on an annual basis, if the Director of Engineering/CITY Engineer working with [and] the Project Engineer reasonably determine that the present principal and interest is not equal to 110% of the estimated construction costs. 15. Subject to the terms and conditions hereof, The DEVELOPER hereby obligates itself, provided that this AGREEMENT is still in effect to construct the deferred improvements. Notwithstanding anything to the contrary contained herein, it is expressly agreed that 1 , 1 Page 5 of 7 nothing contained in this AGREEMENT shall be construed to contain a covenant, either expressed or implied, that Wal-Mart will either commence the construction of a building or the operation of a business or thereafter continuously operate a business on the plat. If however the deferred improvements are constructed by DEVELOPER, such covenant shall be a covenant running with the land. The CITY recognizes and agrees that DEVELOPER may, at DEVELOPER'S sole discretion, decide not to construct any building or operate a business on the plat property or cease the operation of its business on the plat property at any time, whether before or after the completion of the deferred improvements and the termination or expiration of this Agreement. SHOULD DEVELOPER DECIDE FOR ANY REASON OR FOR NO REASON NOT TO PROCEED WITH THE CONSTRUCTION OR OPERATION OF A BUILDING ON THE PLAT PROPERTY. EXCEPT FOR THE EXPRESS OBLIGATIONS OF THIS AGREEMENT (SUBJECT TO THE TERMS AND CONDITIONS HEREOF PARAGRAPH 13) THE CITY HEREBY WAIVES ANY AND ALL DAMAGES, COSTS, EXPENSES AND LEGAL ACTION, WHETHER FOR DAMAGES, SPECIFIC PERFORMANCE OR OTHERWISE, ARISING FROM OR RELATED TO, ANY DETERMINATION BY DEVELOPER NOT TO COMMENCE CONSTRUCTION OF A BUILDING OR OPERATE A BUSINESS, OR HAVING COMMENCED CONSTRUCTION OF A BUIDLING OR THE OPERATION OF A BUSINESS, NOT TO CONTNUE THE SAME. 16. The CITY Engineer, at DEVELOPER'S expense, shall file of record this AGREEMENT in the records of Nueces County. 17. No party may assign this AGREEMENT or any rights under this AGREEMENT without the prior written approval of the other party. The provisions of this section do not apply to an assignment by DEVELOPER to any affiliated entity of DEVELOPER, however notice shall be provided to the CITY if such an assignment by DEVELOPER occurs. 18. Unless otherwise stated herein, any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery, by fax, or by certified mail, and if given personally, by fax or by certified mail, shall be deemed sufficiently given if addressed to the appropriate party at the address noted above the signature of the party. Any party may, by notice to the other in accord with the provisions of this paragraph, specify a different address or addressee for notice purposes. 19. This AGREEMENT shall be construed under and in accord with the laws of the State of Texas and all obligations of the parties created hereunder are performable in Nueces County, Texas, and all lawsuits pursuant hereto shall be brought in Nueces County. 20. The DEVELOPER further agrees, in compliance with the CITY'S Ordinance No. 17113, to complete, as part of this AGREEMENT, the Disclosure of Ownership interests form attached to this AGREEMENT as Exhibit 4. 21. This AGREEMENT shall be executed in triplicate, all original copies of which shall be considered one instrument. This AGREEMENT becomes effective and is binding upon, and inures to the benefit of the CITY and DEVELOPER, and their respective heirs, i I i i 1 I Page 6 of 7 successors and assigns, from and after the date that all original copies have been executed by all parties. 22. The person signing this AGREEMENT on behalf of the parties represents, warrants, and guarantees that they have authority to act on behalf of the party and make this j AGREEMENT binding and enforceable by their signature. 23. Upon termination of this AGREEMENT, no provisions herein survive such termination. I EXECUTED in triplicate thisoz day of ' 2010. DEVELOPER: Wal-Mart Real Estate Business Trust 2001 S.E. 10th St. Bentonville, Arkansas 72716-0550 By: Signatur of Offic Print Name:IQ,Au )Ao4eg I }-� Title: j QZ-AL CST.4T�= THE STATE OFIT:� § 'IPI14 § COUNTY OF § This instrument was acknowledged before me o , 2010, by _zd a iZ .9' qL,r ,ff4T1 for Developer. L wen ENOTARy TA��®r~A NS AS �N COUNTY o ary Public, tate of RKAWSW on Up 2-1-2011 J Page 7 of 7 0-12, AUTHORIZED CITY OF CORPUS CHRISTI("City") IT tMGIL � P. 0. Box 9277 Corpus Christi, Texas 78469 Telephone: (361) 826-3220 Facsimile: (361) 826-3839 r ATTEST: By: By; t 651 Armando Chapa /Thg6l Escobar City Secretary ecity Manager THE STATE OF TEXAS § COUNTY OF NUECES § �D fl This instrument was acknowledged before me on the 2� day of �b r , , 2010, by Angel Escobar, City Manager, for the City Of Corpus Christi, a Texas municipal corporation, on behalf of the corpor tion. T JOSIE EVERETT Notary Public,State of Texas Note Pu ic, St at f Texas . MY Commission Expires ......... October 11, 2013 THE STATE OF TEXAS § § j COUNTY.OF NUECES § 3' RP This instrument was acknowledged before me on the day of 94it'lo— , 2010, by Armando Chapa, City Secretary, for the City Of Corpus Christi, a Texas municipal corporation, on behalf of the corporate Notary ubli , State f Texas ,a0" JOSIE EVERETT Notary Public,State of Texas My Commission Expires October 17,2013 APPROVED AS TO FORM: d Thisr2� day of 2010. JfEeVOrah Brow , sistant City orney or the City Attorney 1 I U-1 � o R 7 2,51d Wsw 4 w fill l e W � If x n n ^ n_- y % S-k�m �� ���a� ; •J�� �� � oy� � f Lu sgm �a" �wa 4 pied Lu n � 0 R� as R1 HIN I'M I $ Z RV1111 IM INO 1Y Ir w '. i 1 ; f3t�x9aF a/Irlw xw[raa�» - :i I I _ g ,991SL'AI,It,YCBL 5 I R I � I Ff -- �L AM— writ AIrsdxxL x — - w b I �`II I X I � W d�� I�� 3AkIQ NYITM3N7mTM3N_ �Wo°.�•L�`�'zr 8� do $ I) - --------------------- ------------------ --------- all Ma igmnm , iF I a r I 0 iI ,R'1➢L r.7L.OY.AL s +� '% 1 a J - dl -�' . 249 ILI I I I xryIIII $ jWj man ary 3#719 mxw I ,i i i, I 93x:•u9vSP m Y Jig a 1 TT Li =HS 511-11 775 DNITADIVN Nei auto 2144 T tau" �n 6 iNq o iq Iona 0 t1 6r.5 p LU < Z z z co LLJ Z L) 011 s ! , b Lij co Lx z 0 00 < LLJ !1/LLJ LL LU LOIJ 0 cr At Ii u�wexvxny .� ::D 0 F— LL � W Z) > Cf- �y �� L A W CF- A va g5 Z hl LL 1 1 L9 z w N g o °u F$ D J N WN'<o o m W X 2 O.ti LL lSll c� m a pro �a 0 z a wpm m W N o 3 Z z Z W w t Z) w F'— ~ " C> : M U z 31 CL I— z s€ m Q O < Vin, z a L.L ~ s o N L ror W o � I i _u J ry Z m J � O U— I � oz uj e � o � w z Ll - � W w J x 4 EE X 3:I 3 7 F { W Q I O Q Q - Q � Q Yalu?Jd dad dlzlhe'e8Of'Wd WWI,OTOZ/TZ/9'fiMP'010Z-Z-9 3AI21a NVO NOfdV9Nna\s4lgl4xa\6mP\V1V0 IIAD TZO-b5TZ1tZ0-75TZ145TZI�d I JOHNSON & PACE OPINION OF PROBABLE COST REQUIRED PUBLIC INFRASTRUCTURE FOR CIMARRON CENTER JULY 2010 LIM Ram Descnprlon Quantity Measure Unit Cast Total Cost SITE PREPARATION AND t=ARTHWORK 1 Cearing Grubbing.and Cleaning of ROW and U.E. 2 Acre $ 5.000.00 $ 10,000.00 2 6'!Topscll Removal and Stockpile 4,630 C.Y. $ 4.00 $ 18,520.00 3 Earthwork(CUTfFILLfGrading&Compaction Bank Yards)fn ROW and Ut4ily Easements 6,225 C.Y. $ 6.00 $ 37,350.00 4 4"Topsoil on Unpaved Disturbed Areas _570 G.Y. $ 5.00 $ 2,850.00 Site Preparation and Earthwork Subtotal $ 66,720.00 WATER LINE CONSTRUCTION f 1 Tie into existing waterline 3 Lump Sum $ 500.00 $ 1,500.00 2 6"AW WA C-900 PVC water fine 785 LF $ 21.00 $ 16,485.00 3 8"AW WA G-800 PVC water fine 1,804 LF $ 25.00 $ 45,100.00 4 Fire hydrant assembly spaced 300'apart 8 Each $ 3,750.00 $ 30,000.00 5 Fillings with thrust blocking 1 Lump Sum $ 1,500.00 $ 1,500.00 6 Trench Safety(5'-10'deep) 2,689 LF $ 2.00 $ 5,378.00 Water Line Construction Subtotal S_ 99,963.00 ! SANITARY SEWER CONSTRUCTION j 1 Connect to existing Manhole per plans and specificalions 1 Each $ 750.00 $ 750.00 J 2 8"SDR-26 PVC sanitary sewer pipe 489 LP $ 20-00 $ 9,780.00 3 4'diameter manhole([6')per 3 Each $ 2,500.00 $ 7,500.00 i 4 Trench safety(5'-10 deep) 489 1 LF $ 3.00_ $ 1,4670.0 Sanitary Sewer Construction Subtotal $ 19,497.00 STORM SEWER CONSTRUCTION 1 211r diameter RCP 900 LF $ 38.00 $ 34,200.00 2 24"diameter RCP 700 LF $ 43.00 $ 30,1000.0 3 Curb Inlet 16 Each $ 3,300.00 $ 52,111 4 Junction Box 2 Each $ 3,500.00 $ 7,01 Storm Sewer Construction Subtotal $ 124,100.00 ROADS CONSTRUCTION 1 3"HMAC 8,784 SY $ 11.00 $ 96,624.00 2 8.5"Hase Material 8,784 SY $ 13.00 $ 114,192.00 3 8"Lime Stabilized Subgrada 9,260 S.Y. $ 5.00 $ 463C0.00 4 Pavement Sipping 1 Lump Sum $ 3,500.00 $ 3,500.00 _ 5 5'Sidewalk on both sides of Punhartion Oak 3,000 LF $ 21.00 $ 78,800.00 6 24"Curb and Gutter 4,100 LF $ 12.00 $ 49,200.00 Roads Construction Subtotal $ 359,616.00 TEMPORARY DRAINAGE CHANNEL RELOCATION 1 Orainaga R.O.W.Preparation,Charing,Grubbing.and Cleaning 0.5 ACRE $ 5,000.00 - $ 2,500.00 $ 95,00 $ 70,775.00 2 42"RCP 745 LF 3 24"RCP 313 LF $ 50.00 $ 15,6500.0 4 15"RCP 213 LF $ 35.00 $ 7,455.00 5 Special Type"B"Manhole _ 1 Each $ 8,000.00 $ 8,030-00 6 Type"A"Mari 2 Each $ .1;500.00 $ 7,080-00 7 Type"B"Manhole 2 Each $ 4,500.00 $ 9,000.00 8 Backfill Existing Ditches 1 Lump Sum $ 10,OWAC $ 10,000.00 9 French Safety for Excavations 1,281 LF $ 2.00 $ 2,562.08 10 RIC Collar at ends of 42"RCP 2 Each $ 3,000.00 $ 6,000.00 Drainage Channel Relocation Subtotal $ 138,942-00 TRAFFIC SIGNAL CONSTRUCTION 1 TRAFFIC SIGNAL WITH INTERCONNECT BETWEEN SARATOGA AND BRCCKHAMPTON 1 Lump Sum $ 150,000.00 $ 150,000.00 Traffic Signal Construction Subtotal $ 150,000.00 SUS-TOTAL CONSTRUCTION COST - $ 990,838.00 10%CONTINGENCY+ $ 99,083.80 (7,5%)ENGINEERING + $ 74,312.85 TOTAL PROBABLE COST + $ 7,164,234.65 10%ADDITIONAL(CITY ORDINANCE) + $ 118,423.47 SUB-TOTAL DEFERMENT= $ 1,280,658.12 LESS May 31,2009 ACCOUNT BALANCE FOR 263026.473021606- $ 102,218.24 LESS May 31,2009 ACCOUNT BALANCE FOR 261029.4730.21367- $ 91,961.83 TOTAL DEFERMENT = $ 1,086,478.05 Y::.. .,na-..ftt„' .. v:. ........... 10” � 1 : Cltv uf CITY OF CORPUS CHRISTI �fIPU DISCLOSURE OF INTERESTS City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". FIRM NAME: - STREET, CITY: ZIP: FIRM is: 1. Corporation 2. Partnership 3. Sole Owner 4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership on the above named "firm." Name Job Title and City Department(if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Board, Commission or Committee 4. State the names of each employee or officer of a "consultant"for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Consultant CERTIFICATE I certify that ali information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas,as changes occur. Certifying Person: Title: (Type or Print) Signature of Certifying Person: Date: KWLN-DIMSPECIAL SERVICESIPLATSIFORMS SDISCLC)sukL OF INTEREST FORMAOC CITY OF CORPUS CHRISTI 01�"s DISCLOSURE OF INTERESTS City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". FIRM NAME: Wal-Mart Real Estate Business Trust STREET. SE 10th Street CITY: Bentonville, Arkansas ZIP: 72716-0550 FIRM is: 1. Corporation 2. Partnership 3. Sole Owner 4. Association 5. Other Trust DISCLOSURE QUESTIONS if additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership on the above named "firm." Name Job Title and City Department(if known)iu D 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title I I 3. State the names of each "board member" of the City of Corpus Christi having an "ownership _ interest" constituting 3%or more of the ownership in the above named "firm." Name Board, Commission or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name ] Consultant N CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas, as changes occur. Certifying Person: ` �. I A}t Title: Im (Type or Print) Signature of Certifying Person: Date: �Z HAPLN-DIRSSPECIAL SERVIGESIPLATS\F0RMSIDISCLCSURE OF INTEREST FORM.P00 �S O AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of October 8, 2013 Second Reading Ordinance for the City Council Meeting of October 15, 2013 DATE: September 26, 2013 TO: Ronald L. Olson, City Manager FROM: Lawrence Mikolajczyk, Director, Solid Waste Operations LawM@cctexas.com 361-826-1972 Appropriation of$1,000 grant from Keep America Beautiful for National Day of Action and the Great American Clean Up Events CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $1,000 grant from Keep America Beautiful for National Day of Action and the Great American Clean Up Events in the No. 1051 Solid Waste Grant Fund to be used to reimburse for National Day of Action expenses. PURPOSE: To be used to reimburse for National Day of Action expenses: gloves were purchased for volunteers. Tents were also purchased to provide shade for volunteers. BACKGROUND AND FINDINGS: Since 2009, the Clean City Advisory Committee, with the help of the Advisory Committee on Community PRIDE, AEP Texas, Beautify Corpus Christi Association and the City's Solid Waste Operations and Parks and Recreation Departments, has held City wide clean up and beautification events in various areas of Corpus Christi. Litter surveys that record and track the areas trash amounts, are taken by volunteers. Everywhere from Oso Creek Parks 182, Bill Witt Park, Lakeview Park and Dr. HJ Williams Park to Downtown Corpus Christi, has held such events. This year our selected location was the North Packery Channel Bridge on the Island. More than 400 volunteers participated to clean up this area. Partners included: Boy and Girl Scouts of South Texas, Coast Guard Auxiliary, Fed Ex, Coastal Bend Bays Foundation, Surf Riders and Keep Texas Beautiful. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This conforms with policy regarding appropriations. EMERGENCY INON-EMERGENCY: Non-Emergency. DEPARTMENTAL CLEARANCES: City A11;orney, Finance FINANCIAL IMPACT: X Operating a Revenue C-11 Capital Not applicable ----------- --- Project to Date.�-- .�.�.�.�.�.�.�.�.�.�.�.�.�.�.�-- .�.�.�.�.�.�.�.�.�.�.�.�.�.�.�.�-- .�.�.�.�.�.�.�.�.�.�.�.�-- Fiscal Year: 2013 Expenditures -2014 CIP only Current Year Future Years TOTALS Line Item Buduet �. Revenue . Encumbered1 -------------------------------------------------------- ............ ............................. Exended Amount. . This Item $1,000.00 $1,000..00 ..BALANCE..................... .......................................................... ....... $1,000.00........ .....................�. . - M�. . _$1,000------------ Fund(s). #1051- Solid Waste Grant Fund Comments: RECOMMENDATION: Staff recommends the appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Flyer of Events Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $1,000 grant from Keep America Beautiful for National Day of Action and the Great American Clean Up Events in the No. 1051 Solid Waste Grant Fund to be used to reimburse for National Day of Action expenses. Be it ordained by the City Council of the City of Corpus Christi,Texas: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a $1,000 grant from Keep America Beautiful for National Day of Action and the Great American Clean Up Events in the No. 1051 Solid Waste Grant Fund to be used to reimburse for National Day of Action and the Great American Clean Up Events expenses. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2013, by the following votes: Nelda Martinez David Loeb Lillian Riojas Mark Scott Kelley Allen Chad Magill Priscilla Leal Colleen McIntyre Rudy Garza, Jr. That the foregoing ordinance was read for the second time and passed finally on this the day of 2013, by the following votes: Nelda Martinez David Loeb Lillian Riojas Mark Scott Kelley Allen Chad Magill Priscilla Leal Colleen McIntyre Rudy Garza, Jr. PASSED AND APPROVED this the day of , 2013. ATTEST: Nelda Martinez Mayor Armando Chapa City Secretary ju CL 4 " +•+ r ' "t 1 A o W r r AI ,,, •r" --� IV %'/ ;', ' r LU V w �r � U, � r Illy, cn l ,% a� tq bA 11111 i' LU t Al i �r 1 � w � "IWO lra�rir � � u w, 4-0 I J""All iir t riz r f j IM/ % I VaJJJ�1JJ1�1� r I `'%`%- r, h N a��Jr f p ;` O (� �' rrr v,, �� F , �r ^ I ^ O Jr %„ L •� M O r r, r if Pf � tit pp JAI W c/1 O N -0 � v r, y, �i A �' ,� Ir�' �►� w A 4-0 11r 4.0 o 3 � �1l' x O a m a A o H �� u� 0 Beautify Corpus Christi and the City of Corpus Christi's Clean City Committee has been an active participant in Earth Day activities for the better part of five years, annually more than 1,400 volunteers participate or attend the Great American Clean Up,Adopt Downtown, Don't Mess with Texas Trash Off,Adopt a Beach and Earth Day/Bay Day. Following the successes of our annual participation in April's events and most recently Corpus Christi Recycles Week,we are excited to present the 2013 Trash Summit, featuring Chad Pregracke (http://www.wgpt.org/chad j), The River Rescuer, featured in National Geographic and CNN. Other speakers include Dr. Christine Reiser Robbins, (Garbology) and a panel discussion on updates to our current litter ordinances and the 2013 Litter Control Plan. The trash summit will be held on Thursday,April 4, 2013. Our National Day of Action event will be a waterway clean up at Corpus Christi's Packery Channel, a site that has most recently caught the attention of our media neighbors in San Antonio due to the amount of trash surrounding the sometimes beautiful Gulf of Mexico beach. The clean up will entail underwater, water craft and land trash pick ups. Volunteer numbers are expected to exceed 400. Volunteer recruitment and Trash Summit marketing is promoted through the Clean City Committee and the City of Corpus Christi. Our media plans include traditional press releases, media appearances, heavy social media through facebook.com/corpuspride, which has more than 3,700 fans and facebook.com/cleancity, at 750 fans and their respective twitter feeds. Flyers are included in Principal's Packet to over 268 elementary, middle and high schools announcing volunteer opportunities and community service through Mayor Martinez's office. Commercials will run on CCTV, our City's television channel, along with public service announcements and billboards, all to begin in March- after Spring Break. Partners for the Trash Summit and National Day of Action include AEP Texas, Nueces County River Authority, Texas Commission for Environmental Quality,the City's Storm Water, Marina, Parks &Recreation Beach Operations, Solid Waste Operations and Environmental Services Departments. Measureable results are expected through volunteer numbers, media impressions and participation in dialogue with City leadership. Corpus Christi used to be known as the "Sparkling City by the Sea." It's not anymore, far from it, actually. With continued support, ardent spotlighting community trash problems and strengthening our litter control plans through partnerships, Keep America Beautiful event participation and assistance, we hope and will regain that title. Keep America Beautiful Grant Submission-2013 National Day of Action-request amount$1,000 AGENDA MEMORANDUM • First Reading Ordinance for the City Council Meeting of October 8, 2013 Second Reading Ordinance for the City Council Meeting of October 15, 2013 DATE: September 26, 2013 TO: Ronald L. Olson, City Manager FROM: Lawrence Mikolajczyk, Director, Solid Waste Operations LawMQcctexas.corn 361-826-1972 Appropriation of$2,000 grant from Keep America Beautiful's Cigarette Litter Prevention Program CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $2,000 grant from Keep America Beautiful's Cigarette Litter Prevention Program in the No. 1051 Solid Waste Grant Fund to fund projects, activities and clean ups associated with Cigarette Litter Prevention. PURPOSE: To fund projects, activities and clean ups associated with Cigarette Litter Prevention BACKGROUND AND FINDINGS: Globally, nationwide, and locally, cigarette butts are the#1 most littered item. The City of Corpus Christi's Clean City Advisory Committee was selected among 100 applicants to participate in Keep America Beautiful's Cigarette Litter Prevention Program for 2013. As a grant recipient, the City must give away of 500 pocket ashtrays and "butt buckets" and submit a litter survey. The intent is not to promote smoking, but to encourage the proper disposal of cigarette butts for those that choose to smoke. ALTERNATIVES: None. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This conforms with policy regarding appropriations. EMERGENCY 1 NON-EMERGENCY: Non-Emergency. DEPARTMENTAL CLEARANCES: City Attorney„ Finance FINANCIAL IMPACT: X Operating a Revenue 1.-3 Capital iu.,u Not applicablte ...�............................... �Project to Date�.....................�.�.�.............�.� mm�mmmmmmmmmm�M mm�.... Fiscal Year: 2013 Expenditures - 2014 mm ......................C.IP.onl' .....................Current,Year.. ....Future Years.... .....TOTALS .... Line Item Bud:et ..Revenue ..�. �.... ......... ........ .... ..............._._......................................................................................................................................................................................................................................_mmmm.mmmmmmmmmmmmmmMM........�.,. ���............................... Encumbered 1 Ex�endmed...A mount..... .....mmmm.mm.mmmm......mmmmmmmmmmmm .M.........M.................................................. ................................................................. This item $2,000.00 $2,000.00 BALANCE..............................................................................$2,OQ0.QOmmmmmmmmmmmm..mm.................................................................................................... „ . Fund(s): #1051- Solid Waste Grant Fund Comments: RECOMMENDATION: Staff recommends the appropriatilion of funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Overview of Cigarette Litter Prevention Projiect Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $2,000 grant from Keep America Beautiful's Cigarette Litter Prevention Program in the No. 1051 Solid Waste Grant Fund to fund projects, activities and clean ups associated with Cigarette Litter Prevention. Be it ordained by the City Council of the City of Corpus Christi,Texas: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a $2,000 grant from Keep America Beautiful's Cigarette Litter Prevention Program in the No. 1051 Solid Waste Grant Fund to fund projects, activities and clean ups associated with Cigarette Litter Prevention. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2013, by the following votes: Nelda Martinez David Loeb Lillian Riojas Mark Scott Kelley Allen Chad Magill Priscilla Leal Colleen McIntyre Rudy Garza, Jr. That the foregoing ordinance was read for the second time and passed finally on this the day of 2013, by the following votes: Nelda Martinez David Loeb Lillian Riojas Mark Scott Kelley Allen Chad Magill Priscilla Leal Colleen McIntyre Rudy Garza, Jr. PASSED AND APPROVED this the day of , 2013. ATTEST: Nelda Martinez Mayor Armando Chapa City Secretary LLI Fill 001 z (1) M LLI 7j3 M a uj m a < LU W v) 0 cn Q 0. to > 4 a) ui W U. -t� 06, W. 'D E no CL 04 to R C6 :E 0 Ci a) >0 T w to to LLJ 12 t 19 -6 =1 -0 Z cu C.D LA r_ — �: CL 2 'D az Ual, w :E -0 as 'Qu, - ,4 - - a to to m 0 m Ew to —M -0 6 a) Ou a 0 E C'm M .La9 = a w 0 M c) 'm ® 'a m 22 - 0 LLJ 'D 0 -M r- 6. he LL. m, to u) b 0 OC 0 01 0' V, :03 EL 'A z� Lu C� CL 0 cu 0 E E a <CL ,as' IE E E -2 E - c E 8 U cm LLJ W to OT (V cc 0 to w tm — 0 _2 EO_ CD to w 0 to Ln .2 u 0 0 0 U 0 .0 M mo CL ma u _�e La. > w E CL< E cullo 2 a— E ) E tare to c�a u cc C) on CL M E CL 0 'w E 0 LA to M to Cc= 72 LV CL 0 V 7S '0' u q Co CL) c .2 E �a no a -cc S E 0 A E > CO CD 12 u -0 W ,� 'w (CL (In < r u =W cr-u co CWL -5 2 CL CD to u 8 CWL to .2 LD g .0 , 1000 Li L — (n a) ci E < ,P... CL .C� :M. CL) 'n to "ma- > ES E to tf a) a; 0 9cc A CL) V 5- :,ED CO2 2 354 Cligarette Litter Scan■ Background A Cigarette Litter Prevention Program(CLPP)uses four proven strategies to reduce cigar tip and cigarette butt litter: • Review local litter laws, including cigarette butt litter„and support enforcement. • Educate the public using public services messages and advertising. ■ Place ash receptacles at"transition points,"places where smokers must stop smoking before proceeding. ■ Distribute portable auto and pocket ashtrays to adult smokers What is a Cigarette Litter Scan? "A scan is not a cleanup. It's about measuring." A Cigarette Litter Scan,developed by Keep America Beautiful, Inc., is a method to quantify cigarette butt and cigar tip litter in a target area.Scans have been field-tested in downtowns, beaches, parks, and at rest areas along roadways. See"Program Venues: Fast Facts" The Cigarette Litter Scan is: ■ A reliable and proven"scanning"methodology that involves an actual count of cigarette butt and cigar tip litter on the ground. ■ Conducted in a smaller,representative section within the larger CLPP program area. ■ Executed before a CLPP is launched to establish quantitative baseline data,and then after start of the program to measure results. ■ Used for periodic follow-up scans as an ongoing tool to assess long-term program impact and sustainability. Conducting a Scan A Cigarette Litter Scan counts cigarette butt litter and cigar tips in a small section of the program area. For a special event, the scan is conducted in one to three approximately 10'X 10'areas within the special event grounds.While counting cigar tips is not required, it is recommended. Besides providing baseline data,a scan also helps identify where individuals are smoking and may litter cigarette butts and cigar tips. The CLPP can then place ash receptacles at strategic locations and focus on changing littering behavior. Examples: ■ For a downtown, cigarette butt litter and cigar tips are counted on sidewalks and gutters at each address in a two to three-block area. • For a beach,waterfront,or point of Interest at a park or other recreation area, the scan will occur in and around pedestrian access points, picnic areas, near concessions or other retail businesses,and parking lots, • On roadways and highways,the scan usually occurs at targeted rest areas, scenic pull offs, intersection medians,or other off-road locations. ■ For special events, a scan for events two days or longer usually occurs within one to three 10'X 10'scan areas(depending on event size)identified using fixed points in and around the event venues,e.g.,food, entertainment,vendor booth,entrance and exits,etc. Fallow these simple steps to conduct a Cigarette Litter Scan: STEP 1: Gather a Scan Team Identify individuals from the CLPP Task Force or other adult volunteers to participate in conducting the scan: ■ A scan requires about 2-4 people. ■ Allow for up to a half day to execute the scan. SCAN AREA MODELS SCANNING A DOWNTOWN: MA 3rd SL 2nd St. Main St. N DEU a list SL "' #43 i B IIt SWRE #35 SCANNING A BEACH OR WATERFRONT: �%��arr�u�111111%�1�1�1111U1�11�1�1, ��1� DUNES DUNES BOARfITWALK SHOWER BIKE RACK PARKING I PARKING SCANNING A PARK OR RECREATION AREA: SCENIC OVERLOOK VdI'►1. "TELESCOPE a r� PARKING 0o d 0 0 u N m L d LLJ x a C lu N I A C 7 rL U p 3 A c u c U cm UA CL COD LL VIII III O A o ..LU ,�,�„� . n, ,, Y Y �1 It O d it C 'x r C 4j 'CJ V p a A N j'.' D O U .��► 39 °h° � C CL u u u ea W w DO d L M M � O. F.. G w CL Z '� d u I � Y O V4 cc Y 'a R W co 47 ~ J N � T� C d uo O�d 0 =A m ` � 7 1 a > W _a z t s °p « A a S L Z h r fil = UJ O O ui J I.L a m Q + y Y a m c` c : m m Q 7 7 m Y m : U m p V Ts 5 4 m a t� a a Q m CL LA m lull � 0o 0 CL E CJ A m c L U C of J ' Z �' N « C H y N d N LL tn J M W C = M V N y LU J m ro U. u C '^ CL �- _ a n A3 7 o+ C m a u� �+ d Z m 3 u UA Z y U H C C C C I u N O c v v C C R V C 3c ` c u °� e O loo O N � agp� d O a 0. m z w z o Yam z I d Q HI 70 R C /0 O Q y c W V M T N a m C �+(F'< O � ~ Cal�wnmrmrn mmwmmwmmemrmmn 'R LLA, d d C a z W) G c L -� m � ! 4. III m LU p O N .� u O -j W 0 o u cu L � t0 'a O :+ u Z U in a u a W O IS H mmj a O a s o � AGENDA MEMORANDUM /NC IF fit I First Reading Ordinance for the City Council Meeting of Oct. 15, 2013 1852 Second Reading Ordinance for the City Council Meeting of Oct. 22, 2013 DATE: September 27, 2013 TO: Ronald L. Olson, City Manager FROM: Robert Rocha, Fire Chief rrocha @cctexas.com (361) 826-3932 Appropriating additional funding in the amount of$409,664 from the Staffing for Adequate Fire and Emergency Response (SAFER) Grant Program into the No 1062 Fire Grants Fund. CAPTION: Ordinance appropriating $409,664 from the United States Department of Homeland Security — amendment to the Staffing for Adequate Fire and Emergency Response (SAFER) Grant Program into the No 1062 Fire Grants Fund to maintain 8 military veteran firefighters within the Fire Department. PURPOSE: In December 2012 the City of Corpus Christi was awarded a grant in the amount of $3,380,824.00 from the Department of Homeland Security-Staffing for Adequate Fire and Emergency Response (SAFER) Grant. The purpose of the grant is to provide 100% funding to hire 34 firefighters. The grant provided funds for salaries and fringe benefits for 24 months. No local match was required. We have now received notice that an amendment to the original award has been approved. The amendment provides for an additional funding for the third year salary and benefit cost for the eight (8) military veteran firefighters hired under this grant. The third year salary and benefit cost is $409,664 for a total grant of$3,790,488. ALTERNATIVES: None OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: Council approval of Ordinance to a appropriate funds. EMERGENCY/ NON-EMERGENCY: Staff is requesting a non-emergency reading of this routine, non-controversial item. DEPARTMENTAL CLEARANCES: Legal Finance—Grants and Office of Management and Budget FINANCIAL IMPACT: X Operating u Revenue o Capital o Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP oni ) Current Year Future Years TOTALS Line Item Budget Encumbered / E Fjended Amount This item $1,831,421.28 $976,267.33 $3,790,488.00 $3,790,488.00 BALANCE Fund(s): Comments: In Fiscal Year 2012-2013 expended $982,799.39 RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Ordinance Amendment Notice Ordinance Appropriating $409,664 from the United States Department of Homeland Security — amendment to the Staffing for Adequate Fire and Emergency Response (SAFER) Grant Program into the No 1062 Fire Grants Fund to maintain 8 military veteran firefighters within the Fire Department. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That $409,664 is appropriated from United States Department of Homeland Security— amendment to the Staffing for Adequate Fire and Emergency Response (SAFER) Grant Program into the No 1062 Fire Grants Fund to maintain 8 military veteran firefighters within the Fire Department. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of , ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor Request Grant Amendment Pouc l of Request Grant Amendment Amendment Number: EMW-2 12-FH-00078-001 Federal share awarded: 3.790.488.00 Federal share requested: 0.00 Amount paid tmdate: 0.00 Amount of pending payments: 0.00 Balance of federal funds: 3.780.488.00 Reviovvedon/8y O2-01-2O13by TONY FA|SON Grantee Comments History Dear Robert Rocho. Your request for cost overrun of this award, Corpus Christi Fire Department, Texas: EMW-2012-FH-00079 has been reviewed and approved byFEK0A/AF(] Program Office. Specifically, your request to hire SAFER-funded firefighter positions that are filled by military veterans, in accordance with the FY 2012 SAFER Veterans Hiring Program, are eligible to receive full funding of salary and benefits for three years, instead of two. The FEMA/AFG Program Office have approved this amendme—nt fo–r—addi–fional funding for third year salary and benefit costs for eight(8) rehire military veteran firefighters. Furthermore, the amendment request is for a cost overrun equaling [eight(8) military veterans * $51,208]=$409,664. Third Year salary and benefits costs are: salary-$37,932� benefits-$13,276. Lastly, this request will require a one year(POP) extension Grantee Comments from the current POP end date u/ u/o//5 The approved third year POP end date is 3/8/16. SAFER grants provide financial assistance to help fire department's increase their cadre of frontline firefighters or to rehire firefighters that have been laid off.The goal is to assist local fire departments with staffing and deployment capabilities so they may respond to emergencies whenever they occur, assuring their communities have adequate protection from fire and fire-related hazards. yWr Rooha. itm/000p|aooureomoioUngCorpusChrisUFiraOoportmanL | vvishyou boundless prosperity in the future. If you have any further questions, feel free to contact me any time. Sinoono|y. TONY E. FA|G{}N Fire Program Specialist OHS/FEyW/VGPD Assistance bo Firefighters Grant Program 800 KStnaot NW Washington D.C. 2O472-3G2O (2O2) 78G-S4G7 (ph)(2O2) 78G'9S38 (tox) Tony.Faison@DHS.GOVhftp:/kwxwxv.0amo.Qov/finaQnants/(8GG)-274-O8GO (toll- free help desk) Grant Amendment Request You may either type your request in the space provided below; or create the text in your word processing system and then copy it into the space provided below. "Corpus Christi Fire Department was awarded a FY2012 SAFER grant under the Hiring of Firefighters Category to rehire thirty-four(34)firefighters. Eight(8)of these positions will be filled by a military veteran. Per the FY2012 Veterans Hiring Program, Corpus Christi Fire Department is submitting this amendment to request additional funding for the third year salary and benefit costs. The total cost of the amendment for third year oolamand benefits is[eight vabsrona °��1 �O8] =�4OS OG4 Third`/ooroa|ory and benefits costs ora� ^ . . � � salary' $37,932; benefits -$13,276. Additionally, this amendment will require a one year period-of-performance (POP) extension from the current POP end date of 08-MAR-1 5. The requested third year POP shall be 08-MAR-1 6." �,gyvs o `mss AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of Oct. 15, 2013 1852 Second Reading Ordinance for the City Council Meeting of Oct.22, 2013 DATE: September 27, 2013 TO: Ronald L. Olson, City Manager FROM: Robert Rocha, Fire Chief rrocha @cctexas.com (361) 826-3932 Acceptance of the 2013 Emergency Management Performance Grant for$75,325.21. CAPTION: Ordinance ratifying acceptance of a grant from the Texas Department of Public Safety, Governor's Division of Emergency Management, in the amount of $75,325.21 for the Emergency Management Performance Grant (EMPG); and appropriating $75,325.21 from the Emergency Management Performance Grant Program in the no. 1063 Emergency Management Grants Fund to improve mitigation, preparedness, response, and recovery capabilities for the City of Corpus Christi. PURPOSE: The purpose of the grant is to support local comprehensive Emergency Management Programs to encourage improvement of mitigation, preparedness, response, and recovery capabilities of all hazards. The funds will be used to distribute information materials to the citizens of Corpus Christi regarding hurricane preparedness; develop and update emergency management plans; conduct full-scale exercises; staff training; support of the dialogic warning system; and staff salaries. Attachment "Item Detailed List" has a complete list of items the grant will pay for. BACKGROUND AND FINDINGS: Grants are awarded annually by the Texas Department of Public Safety, Governor's Division of Emergency Management according to available amount of funds. No matching funds are required. ALTERNATIVES: Not accepting the Grant. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Council approval needed to accept grant. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: None FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable . ......... w,. w .. _... ___.......... __._. ......_ ....._s Project to Date Fiscal Year: 2012- Expenditures 2013 (CIP only) Current Year Future Years TOTALS ............................................................................... ................._....__....�....... Line Item Bud et � _ 0 0 Encumbered / Ex ended Amount 0 0 ..�..........�..� _............................ _ _ _ This item $75,325.21 $75,325.21 _..�...._ _....._.._. ............ _....__..__.. __ ..... . _ ................................................................._ BALANCE $75,325.21 $75,325.21 Fund(s): Fund 1063 Emergency Management Grant Comments: None RECOMMENDATION: Staff recommends approval of the ordinance to ratify acceptance of the grant and to appropriate $75,325.21 received from the Texas Department of Public Safety, Division of Emergency Management for emergency management preparedness. LIST OF SUPPORTING DOCUMENTS: Ordinance Notice of Sub-recipient Grant Award Ordinance Ratifying acceptance of a grant from the Texas Department of Public Safety, Governor's Division of Emergency Management, in the amount of $75,325.21 for the Emergency Management Performance Grant (EMPG); and appropriating $75,325.21 from the Emergency Management Performance Grant Program in the no. 1063 Emergency Management Grants Fund to improve mitigation, preparedness, response, and recovery capabilities for the City of Corpus Christi BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Acceptance of a grant from the Texas Department of Public Safety, Governor's Division of Emergency Management, in the amount of $75,325.21 for the Emergency Management Performance Grant (EMPG) by the Mayor on September 4, 2013 is ratified. SECTION 2. That $75,325.21 is appropriated from the Texas Department of Public Safety's, Governor's Division of Emergency Management, Emergency Management Performance Grant Program in the No. 1063 Emergency Management Grants Fund for improving mitigation, preparedness, response, and recovery capabilities for the City of Corpus Christi. 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of , ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor TEXAS DEPARTMENT OF PUBLIC SAFETY TEXAS DIVISION OF EMERGENCY MANAGEMENT (TDEM) NOTICE OF SUBRECIPIENT GRANT AWARD Program Title: FY 2013 Emergency Management Performance Grant(EMPG) DHS Instrument Number: 2013-EP-00067 TDEM Grant Number: 13TX-EMPG-0581 Administered By: Texas Department of Public Safety Texas Division of Emergency Management P.O. Box 4087 Austin, Texas 78773-0220 Subrecipient: City of Corpus Christi 1201 Leopard St. Corpus Christi, TX 78401-9277 Amount of Grant: $75325.21 Period of Grant: October 1, 2012 to March 31, 2014 The period of grant reflects a six(6)month programmatic extension to complete and close out your FY 13 EMPG grant year. Signing Acceptance of this document means that you accept and will comply with all requirements listed in the attached FY 2013 Terms and Conditions. AGENCY APPROVAL GRANT ACCEPTANCE Authorized Signature Required W.Nim Kidd,CEM Printed Name/Title- Assistant Director Texas Department of Public Safety i C' � C).�C 12-P u S Chief � LJI'1�IS�I Texas Division of Emergency Management Date: c1—y-20\3 Return Signed Copy of This Page within 45 days to: Texas Department of Public Safety Texas Division of Emergency Management Attention: Heather Baxter,Office of Management and Budget MSC 0229 PO Box 4087 Austin,TX 78773-0220 ITEM DETAILED LIST Salaries& Benefits Travel Dialogic Warning System EOC Computer Leases WebEOC EOC Copier Lease Office Supplies Minor Tools Periodicals Postage and Express Fees Cleaning Supplies SC j2 AGENDA MEMORANDUM First Reading for the City Council Meeting of October 15, 2013 Second Reading for the City Council Meeting of October 22, 2013 DATE: September 30, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Morris, Director MichaelMo@cctexas.com 361-826-3494 Appropriate the FY '13 Elderly Nutrition Program (ENP) Grant Award CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $647,713 grant from the Area Agency on Aging of the Coastal Bend in the No. 1067 Parks and Recreation grants fund for the FY 2013 Senior Community Services, Elderly Nutrition Program. PURPOSE: Appropriate grant funds for the FY `13 Elderly Nutrition Program. BACKGROUND AND FINDINGS: The Elderly Nutrition Program (ENP) is made available through the Area Agency on Aging of the Coastal Bend and through this addendum provides funding for the continuation of the Senior Community Services, Elderly Nutrition Program. The fund authorization period is effective October 1, 2012 through September 30, 2013. Reimbursement for ENP services provided during this period is made available with this amendment. This grant requires a minimum of 10% City matching funds which is met through funds budgeted in General Fund 1020, Senior Center Operations. Locally, these projects include the Elderly Nutrition Program (Congregate and Home Delivered Meals), Title XX Meals on Wheels and Benefits Counseling. The Benefits Counseling service is a component of the Health Information Counseling &Advocacy Program of Texas (HICAP). The Elderly Nutrition Program coordinates the congregate and home delivered meals operations to provide a fully prepared, well-balanced noon meal to senior center members and homebound and/or disabled persons throughout the City. The meals are prepared at the Nutrition Education and Service Center located on the Del Mar College West Campus. We project to serve 91,307 congregate meals; 74,073 home delivered meals; 42,138 Title XX Meals on Wheels; 23,748 Managed Care meals; 2075 Sponsored Meals for a total of 233,341 meals and 391 hours of Benefits Counseling service units during fiscal year October 2012 through September 2013. ALTERNATIVES: Eliminate the Elderly Nutrition Program services. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: City Council must authorize the City Manager to execute a contract or agreement to receive and appropriate grant funds on an annual basis for the continuation of the Elderly Nutrition Program. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal, Finance FINANCIAL IMPACT: This grant requires a minimum of 10% City matching funds, which were appropriated as part of the FY `13 City budget General Fund. X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2012- Expenditures 2013 (CIP only) Current Year Future Years TOTALS Line Item Budget n/a n/a 0 0 Encumbered / n/a n/a 0 0 Expended Amount This item n/a $647,713 n/a $647,713 BALANCE n/a n/a n/a n/a FUND(S): The revenue from this reimbursement program is budgeted in the Fund 1067; Project/Grant 810813. Comments: NA RECOMMENDATION: Staff recommends that City Council accept the FY '13 grant award. LIST OF SUPPORTING DOCUMENTS: Ordinance, Attachment— Notification of FY 13 Grant Award Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $647,713 grant from the Area Agency on Aging of the Coastal Bend in the No. 1067 Parks and Recreation Grants Fund for the FY 2013 Senior Community Services, Elderly Nutrition Program. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a $647,713 grant from the Area Agency on Aging of the Coastal Bend in the No. 1067 Parks and Recreation Grants Fund for the FY 2013 Senior Community Services, Elderly Nutrition Program. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of by the followinq vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of ATTEST: Armando Uriapa Nelda Martinez City Secretary Mayor NOTIFICATION OF FUNDS AVAILABLE AREA AGENCY ON AGING OF THE COASTAL BEND POST OFFICE BOX 9909 CORPUS CHRISTI, TEXAS 78469 Date: September 11, 2013 Ms. Elsa Munoz, Superintendent : 10/01/2012 - 09/30/2013 City of o s Christi -1 Senior Community Services ISSUANCE Post tc 277 Corpus Christi,Texas This Notification of Funs Available is issued as an addendum to your contract with the Coastal Bend ocil of v ents - Area Agency on Aging I Coastal Bend Aging Disability Resource ter for the period October 1, 2012 through to r , 2013. s awarded er this addendum are for the above erio in e amount(s) shown elow. It is understood and r by the Subcontractor that any payment thereunder, s all be for services provided in accordance with all requirements set forth in e referenced contract. The Subcontractor certifies upon request for any funds awarded under this addendum that the Subcontractor is not debarred, proposed for debarment, suspended, ineligible, or voluntarily excluded from ici atio in this contract by any federal department or agency or byte State of exas. ATE MEALS III-C1/ I „1 65,394 27,339 16,923 DELIVERED HOME 216,947 $ 64,267 $ 24,565 $305,779 MEALS III / SUPPORTIVE 1 WI S 111-13 5 - - 11 TOTAL AWARD $459,162 $136,647 $ 51,904 , This award represents i i for FY13 based on funds awarded to CBCOG-AAA. cc: City of Corpus Christi, Grants Dept. n P. Buckner,Executive Director Attn To. Ms, Entily Gonzales,Accountant Coastal Bend Council of Governments Post Office Box 9277 Carpus Chrrsli, Texas �°8�J69 5 A,0uupuA A ou ou A II'kn'u h�W Murmi it io N�N J�tiq l�'WAU im�i��u wirdW�'W"u�9i n IIw Vl Au�t�wii C'!�^:�Ji 'W�1 a,N:,a SC j2 AGENDA MEMORANDUM First Reading for the City Council Meeting of October 15, 2013 Second reading for the City Council Meeting of October 22, 2013 DATE: September 30, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Morris, Director MichaelMo@cctexas.com 361-826-3494 Name change for seat on Watershore and Beach Advisory Committee CAPTION: Ordinance to revise the membership of the Watershore and Beach Advisory Committee. PURPOSE: The purpose of this amendment is to change the seat from an owner of a hotel or condominium located on North Padre Island or Mustang Island to an owner or representative of a hotel or condominium located on North Padre Island or Mustang Island BACKGROUND AND FINDINGS: The Watershore and Beach Advisory Committee is a committee of nine (9) seats. Since there are only a few Hotels and Condos on the Island, it is difficult to fill the seat designated for such a person. By expanding it to a representative we allow for a larger pool of applicants which enables us to have more people present at meetings. ALTERNATIVES: Do not approve the amendment and keep original structure of the Watershore and Beach Advisory Committtee OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: City Council must approve all changes to Boards and Commissions duties and memberships. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE 10 10 Fund(s): Comments: RECOMMENDATION: Staff recommends the approval of the amendment. LIST OF SUPPORTING DOCUMENTS: Ordinance 1 Ordinance to revise the membership of the Watershore and Beach Advisory Committee. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Code of Ordinances, Chapter 2, Administration , Article IV, Miscellaneous Boards, Commissions and Committees, Division 4, Watershore and Beach Advisory Committee, is amended to read as follows: "Sec. 2-80. Created; membership; terms; filling vacancies. (a) There is hereby created the Watershore and Beach Advisory Committee. The committee shall be composed of nine (9) members appointed by the city council. (b) Notwithstanding subsection (a), the current members of the Water/shore committee shall be appointed to the initial two-year term of the Marina Advisory Committee or appointed to the initial two-year term of the Watershore and Beach Advisory Committee, as requested by the member by written notification to City Secretary, along with such other persons appointed by City Council as necessary to total nine (9) members for each committee. Of the nine (9) members, one (1) shall be a scientist, i.e., marine biologist; one (1) shall be an engineer; one (1) shall be an environmentalist; one (1) shall be an owner or representative of a hotel or condominium located on North Padre Island or Mustang Island; and one (1) shall be a board member or employee of the Corpus Christi Convention and Visitors Bureau. (c) In the succeeding term, five (5) members shall serve a two-year term and four (4) members a one-year term, as determined by drawing. Thereafter, all terms shall be two (2) years. (d) Whenever a vacancy occurs during a term, appointments to fill a vacancy shall be to fill the unexpired term. (e) The Chairperson of the Watershore and Beach Advisory Committee shall act as an advisor to the Parks and Recreation Advisory Committee and vice versa. (Ord. No. 027408, § 1, 9-11-2007; Ord. No. 027523, 12-11-2007) Sec. 2-81. Rules of procedure; officers. The Watershore and Beach Advisory Committee shall adopt its own rules of procedure. At the first meeting after creation of the committee, a majority of the whole committee shall elect a chairperson and vice-chairperson to serve during the initial two-year term. Thereafter, a committee chairperson and vice-chairperson shall be elected by a majority of the whole committee to serve one-year terms expiring each September 1. Said election shall be held each year at the first regular meeting after appointments to fill expiring terms. (Ord. No. 027408, § 1, 9-11-2007) 2 Sec. 2-82. Duties. (a) The committee shall advise and make recommendations regarding use or preservation of the following areas within the city limits: the waterfront, the beaches, and the natural bodies of water including but not limited to Gulf of Mexico, bays, rivers, and creeks, excluding the Marina area as defined by section 2-264. (b) The committee's duties include the following: (1) Assist the city council in providing for the orderly, master planning of the areas described in subsection (a). (2) Review the annual capital improvement budgets regarding the improvement and maintenance of the facilities upon said areas. (3) Review and make recommendations regarding special event requests upon said areas. (Ord. No. 027408, § 1, 9-11-2007) Sec. 2-83. Minutes; staff support. The City Manager shall appoint a staff member to keep minutes of the committee and prepare such assistance as the committee may request. (Ord. No. 027408, § 1, 9-11-2007) Sec. 2-84. Watershore and Beach Advisory Committee's coordination with Parks and Recreation Advisory Committee. The Watershore and Beach Advisory Committee, and the Parks and Recreation Advisory Committee shall submit recommendations to the city manager and the city council from time to time concerning any concurrent responsibilities relating to the waters, waterfront, and beaches in the city limits. (Ord. No. 027408, § 1, 9-11-2007) Secs. 2-85-2-89. Reserved." SECTION 2. This Ordinance takes effect upon final reading and approval of the City Council. 3 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor SC j2 AGENDA MEMORANDUM Future Item for the City Council Meeting of October 15, 2013 Action Item for the City Council Meeting of October 22, 2013 DATE: September 30, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Morris, Director MichaelMo@cctexas.com 361-826-3494 Texas General Land Office Beach Cleaning and Maintenance Assistance Program CAPTION: Resolution authorizing the City Manager or designee to execute all documents necessary to request continued financial assistance for beach cleaning and maintenance on North Padre Island and Mustang Island during FY 2013-2014 under the Texas General Land Office's Beach Cleaning and Maintenance Assistance Program. PURPOSE: The Beach Cleaning and Maintenance Assistance Program provides reimbursement for some portion of the City of Corpus Christi's beach maintenance expenditures. BACKGROUND AND FINDINGS: The Texas General Land Office (TGLO) Beach Cleaning and Maintenance Assistance Program uses a funding formula to reimburse cities and counties so the reimbursement amount varies from year to year. Currently, the principal portion of the beach maintenance appropriations is distributed among the twelve communities that contain public beaches within their jurisdiction and have made application for funding. For FY12 and FY13, the City received $62,757.75 and $67,737.35 respectively. ALTERNATIVES: Do not apply for beach maintenance funding. OTHER CONSIDERATIONS: Cities which qualify for eligibility under the Natural Resources Code, may receive up to, but no greater than two-thirds reimbursement for eligible expenses incurred in cleaning and maintaining the beaches; however, actual state appropriations have always limited this reimbursement to the range of 10 to 20 percent of actual local costs. CONFORMITY TO CITY POLICY: The City Council must pass a resolution to apply for the Texas General Land Office program. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal, Finance FINANCIAL IMPACT: ❑ Operating X Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget n/a 0 0 Encumbered / n/a 0 0 Expended Amount This item n/a 1 $45,000 $457000 BALANCE n/a 1 $457000 1 $457 000 FUND(S): The revenue from this reimbursement program is budgeted in General Fund 1020. Comments: The FY13 revenue estimate for GLO Reimbursement of $45,000 is lower than actual revenue received during FY13. The Texas General Land Office notified participants that reimbursement would be lower during the FY13-14 funding year. RECOMMENDATION: Staff recommends the City Council authorize the application for continued financial assistance through the Texas General Land Office for beach cleaning, life guarding, and police patrols at North Padre and Mustang Islands and to execute all necessary documents in connection with the reimbursement application. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing the City Manager or designee to execute all documents necessary to request continued financial assistance for beach cleaning and maintenance on North Padre Island and Mustang Island during FY 2013-2014 under the Texas General Land Office's Beach Cleaning and Maintenance Assistance Program. Be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Manager or his designee is authorized to execute all documents necessary to apply for continued financial assistance for cleaning and maintaining beaches under the City's jurisdiction on North Padre Island and Mustang Island during FY 2013-2014 under the Texas General Land Office's Beach Cleaning and Maintenance Assistance Program. SECTION 2. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa Nelda Martinez City Secretary Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott SC µrya AGENDA MEMORANDUM City Council Meeting of October 15, 2013 DATE: October 1, 2013 TO: Ronald L. Olson, City Manager FROM: Tom Tagliabue, Director, Intergovernmental Relations Department tomtag @cctexas.com 361/826-3850 Resolution adopting federal legislative policy priorities for 113th United States Congress. STAFF PRESENTER(S): Name Title/Position Department 1. Tom Tagliabue Director Intergovernmental Relations OUTSIDE PRESENTER(S): Name Title/Position Organization 1. Larry Meyers President Meyers and Associates BACKGROUND : The City is being asked to develop a list of general guidelines and specific legislative proposals to advocate for and against during the 113th U.S. Congress, which convened on January 3, 2013, and will adjourn on January 3, 2015, following the completion of two annual sessions. It is standard practice for the City to provide recommendations of legislative policy issues to support and oppose. Typically these policy items are brought to the Council earlier part of an odd-numbered year shortly after a new Congress has convened. A number of factors contributed to the delay in bringing federal priorities to the Council earlier. First, there was a transition period for the new Intergovernmental Relations Director. Second, the City was actively engaged in developing the state legislative priorities. Finally, the partisan divide in Washington, D.C., meant Congressional attention and action was unlikely in the first session (2013) of the 113th Congress. Demographic Information about the 113th US Congress As of July 2013, in the House of Representatives, there are 234 Republicans, 206 Page 1 of 20 Democrats (including five Delegates and the Resident Commissioner), and 1 vacant seat. The Senate has 46 Republicans, 52 Democrats, and 2 Independents, who caucus with the Democrats. The average age of Members of the House at the beginning of the 113th Congress was 57.0 years; and of Senators, 62.0 years. The overwhelming majority of Members of Congress have a college education. The dominant professions of Members are public service/politics, business, and law. Most Members identify as Christians, and Protestants collectively constitute the majority religious affiliation...The average length of service for Representatives at the beginning of the 113th Congress was 9.1 years (4.6 terms); for Senators, 10.2 years (1.7 terms). One hundred one women (a record number) serve in the 113th Congress: 81 in the House, including 3 Delegates, and 20 in the Senate. There are 43 African American Members of the House and 1 in the Senate. This House number includes 2 Delegates. There are 38 Hispanic or Latino Members (a record number) serving: 34 in the House, including 1 Delegate and the Resident Commissioner, and 4 in the Senate. Thirteen Members (10 Representatives, 2 Delegates, and 1 Senator) are Asian American or Pacific Islanders. Two American Indians (Native Americans) serve in the House.' At the beginning of the 113th Congress, there were 108 Members (20% of the total membership), who had served or were serving in the military, 10 fewer than at the beginning of the 112th Congress (118 Members) and 12 fewer than in the 111 th Congress (120 members)... The number of veterans in the 113th Congress reflects the trend of steady decline in recent decades in the number of Members who have served in the military.2 Congressional Schedule The 113th Congress consists of two annual sessions. Generally, the House works two weeks in Washington, D.C. and spends one week back home in their legislative districts (See Table 1 below). The Senate takes about a one week break every month to return to their states, usually around federal or religious holidays. TABLE 1. 113th Congress Schedule House Month Work Days Sehddulod January 11 February 11 March 12 April 12 May 12 June 16 July 14 August 2 September 9 October 14 November 8 December 8 1 Congressional Research Service, Membership of the 113th Congress: A Profile,July 1, 2013 z Congressional Research Service, Membership of the 113th Congress: A Profile,July 1, 2013 Page 2 of 20 Source. Office of the Majority Leader, U.S. House of Representatives TABLE 2. 113th Congress Legislation (as of August 25, 2013) Bills (H.R. or S.) 4,549 Amendments (H.Amdt. or S.Amdt.) [ 2,309 Resolutions (H.Res. or S.Res.) 551 Joint Resolutions (H.J.Res or S.J.Res) 77 Concurrent Resolutions (H.Con.Res or 73 S.Con.Res) Laws (Public, Private) 31 Source. Library of Congress website, www.congress.gov With the Congressional work schedule already limited, partisan gridlock in 2013 continues to stifle progress of legislative agendas in Washington, D.C. The focus in the early part of the 113th United States Congress was on averting the fiscal cliff and then mandatory budget cuts required by the sequester. There continues to be little room for compromise on policy issues, appropriations, or federal appointments. Expectations for resolving many of the major policy issues facing Congress —the federal debt, the federal budget, health care, Medicaid, Medicare, immigration, economic recovery and unemployment, conflicts in the Middle East, and homeland security, - appears dim. The specter of the 2014 primary, run-offs, and general election could also limit Congress' palate for compromise. When the sequester (i.e. Budget Control Act of 2011) took place on March 1, 2013, it had the potential to impact numerous federal programs important to municipalities (see Table 3 below). At the local level, the sequester resulted in reduced funding for Head Start and furloughs at the Corpus Christi Army Depot. Fortunately, the number of furlough days was reduced due to cost-cutting in other area of the Army's budget. With Congress not yet approving the new 2014 federal fiscal year to begin October 1, 2013, the potential for another round of sequestration cuts is a possibility. Congress might have to pass a so-called "continuing resolution," funding the government at last year's levels, that would allow the sequester cuts to take effect. TABLE 3. Programs Important to Cities & Towns Subject to Sequestration Department of Housing and Urban Department of Homeland Security Development FEMA State and Local Programs Community Development Block Grants Flood Map Funding HOME Investment Partnerships Program Emergency Food and Shelter Funds Section 8 Housing Assistance Homeless Assistance Grants Choice Neighborhoods Program Department of Justice Department of Commerce State and Local Law Enforcement Grants National Telecommunications and Information Juvenile Justice Programs Administration Local Implementation Grants Community Policing Programs Department of Agriculture Department of Health and Human Services Page 3 of 20 Rural Community Facilities Fund Social Services Block Grant Rural Housing and Rental Assistance Low Income Home Energy Assistance Program Rural Water and Waste Disposal Public Health Programs Rural Business Assistance Programs Substance Abuse and Mental Health Funds Rural Broadband Department of Transportation Environmental Protection Agency AMTRAK Funding Clean Water State Revolving Loan Fund Transit Capital Grants — New Starts & Small Drinking Water State Revolving Loan Fund Starts Superfund TIGER grants Brownfields Essential Airport Services Portion of Highway Trust Fund supplemented from general Treasury funds included in MAP- 21 Department of Energy Department of Labor Weatherization Assistance Program Workforce Investment Act Department of Education ESEA, Title I IDEA, Head Start Source. National League of Cities Numerous City departments are recipients of various federal grant programs that provide important services to Corpus Christi residents (see Table 4 below). The City's federal legislative policy priorities will always include efforts to continue funding for these grant programs and monitoring legislation impacting those programs. TABLE 4. Federal Grant Programs involving City Departments Department Federal Grant Program Parks and Recreation Latchkey After School Snack Program Parks and Recreation Senior Community Services, Elderly Nutrition Program Parks and Recreation Transportation Enhancement Grant (MAP-21) Police Department Office of National Drug Control Policy Police Department Edward Byrne Memorial Justice Assistance Grant Police Department Security Grant Program (Homeland Security, FEMA) Airport Runway Safety Project The City's General Federal Legislative Policy (see Table 5 below) will be used to guide Meyers and Associates and the Intergovernmental Relations Department in evaluating federal legislative proposals not covered by the City's specific legislative policy initiatives. It is the same policy the City uses in evaluating legislation at the state level. TABLE 5. General Federal Legislative Policy The City SUPPORTS legislation The City OPPOSES legislation'and/or andl6r administrative actions that: administrative actions that; • Protect and enhance City • Undermine the principle of home rule and revenues. local control by the City. • Reduces or eliminates costs to • Results in the loss of revenue or the City. negatively impacts potential revenue Page 4 of 20 growth to the City. • Support local control. • Diminishes the authority of cities to • Protects policies previously regulate and manage their growth and established by City leadership development. through the Charter, ordinances, resolutions, and • Nullify or undermine the City's policies master plans. contained in existing provisions of the Charter, ordinances, resolutions, and • Provides increased educational master plans, unless such changes opportunities and job expand the City's ability to manage its own creation/retention for the affairs. citizens of Corpus Christi and the Coastal Bend region . Imposes unfunded mandates that requires through the Port of Corpus any expenditures by the City unless all Christi authority, public schools, costs are fully reimbursed by the community colleges and mandating governmental entity. universities. The following (see Table 6 below) are specific Federal Legislative Policy Initiatives that have been developed over the last 18 months by the Intergovernmental Relations Department in consultation with City staff, the Mayor and City Council, the U.S. Conference of Mayors, the National League of Cities, and other stakeholders. A resolution supporting these initiatives will be presented and, hopefully, adopted by the City Council. Council members may wish to alter, add, delete, substitute, or seek additional information on legislative issues on the priority list. Feedback from the Council will also determine when to bring the resolution back for adoption. If no changes are made, the resolution can be put to a vote in one week (October 22, 2013). If changes are made or additional information is requested, the resolution would likely be delayed until November 2013. Page 5 of 20 TABLE 6. Proposed Federal Legislative Policy Initiatives Tax Policy' PRO: 1. Protects a low-cost, market-driven means Oppose taxation of the interest of financing to support local needs. 2. The federal savings from the proposed earned by investors in bonds issued changes will not offset the economic strain that will burden state and local by municipalities and other local governments (and their local taxpayers)' because those investments will become governments. more expensive. 3. Without the tax-exemption, local governments would pay more to raise capital, a cost that would ultimately be borne by the taxpayers — resulting in less spending on infrastructure, less economic development, higher taxes or higher user fees. PRO: Support the Marketplace Fairness 1. Levels the competitive business playing field between traditional bricks and mortar Act authorizing state and local storefronts and internet and mail-order retailers. governments to collect taxes owed 2. Generates additional revenues for state and local governments. on Internet and mail-order sales. 3. Is not a new tax, but instead, an uncollected tax. Page 6 of 20 Housing and Urban'Development'(HUD) PRO: Support increases and oppose 1. The need for services continues to grow, but Congress continues to cut funding for further reductions in funding for the programs. 2. The programs improve quality of life for Community Development Block low and moderate income individuals. 3. These programs provide sustained, Grants (CDBG), HOME(Home tangible investments in local communities and attract other dollars; every $1 of Investment Partnership) program, CDBG leverages another $3.55 in other funding and every $1 of HOME leverages homeless programs. another $4,in other funding. 4. CDBG works to ensure decent affordable housing, to provide services to the most vulnerable in our communities, and to create jobs through the expansion and retention of businesses. CDBG is an important tool for helping local governments tackle serious challenges facing their communities. Appropriations PRO: Support continued funding for Supports continuation of important services for children, senior citizens and ensures the existing City grant-recipient safety of the public. programs and monitor legislation impacting those programs. PRO: Encourage Congress to pass annual 1. It is impossible to effectively plan, administer and implement federal budgets that prevent cuts required programs nationwide operating on budgets that are only months long. by the Budget Control Act. 2. Government agencies, contractors, and employees need the security of an annual Page 7 of 20 budget in order to properly plan delivery of programs and services. In r Mifitary I6 tallations PRO: Support funding, staffing, and 1. NAS-CC and CLAD make up the largest industrial employer in the Coastal Bend operations for the strategic region. Its economic impact is more than $2.8 billion missions at military installations in 2. More importantly, NAS-CC graduates 600 qualified aviators each year. NAS-CC also the Coastal Bend. headquarters the Chief of Naval Air Training, head of the Naval Air Training Command_ CCAD is the Department of Defense's primary joint service facility for rotary wing and component repair. 3. Both provide critical strategic military value to the safety and security of this country. J � PRO: Support efforts to enhance 1. Protects against base re-alignment and closure. missions, operations, and 2. The Coastal Bend has abundant air space and is an ideal location to take on contracting opportunities to additional missions, including UAS technology. increase their military value. , PRO: Support military construction 1. Keeps local bases up to date to provide an optimum work environment.' Page 8 of 20 funding as identified by base 2. Allows the City to advocate for needs the local'base officials are unable to advocate commanders and personnel. for. r PRO: Support legislation to exchange 1. The Navy has long wanted to unload this property. surplus Peary Place property from 2. It is a fair market value transaction. 3. Gives the City important highway frontage the Navy to the City for a restrictive and water-front land for a potential commercial development. easement on Cabaniss field 4. Would protect two key tracts of land from incompatible development. property. PRO: 1. The last group of federal employees who deserve to be impacted by furloughs are military personnel, who make so many sacrifices for the good of the country. Oppose furloughs of military and 2. Pilot training, equipment repair work, and other tasks at NAS-CC, CCAD and NAS-K contract employees forced by are critically important to the safety and security of the U.S. military. federal budget sequestration or government shut-downs. / Transportation Infrastructure & Deueloprrient'. PRO: Support re-authorization of MAP 21, 1. To operate effectively, the federal,highway program should be a multi-year program the federal transportation bill for at (five-year minimum) with transition financing provided to prevent systematic disruptions between reauthorization Page 9 of 20 least five years. cycles. 2. It is estimated the U.S needs to invest at least $225 billion annually from all sources for the next 50 years to upgrade the existing transportation system to a state of goody repair and create a more advanced surface transportation system to sustain and ensure strong economic growth. 3. Highways are crucial to the U.S. economy. For each $'1 billion of federal spending on highway construction nationwide nearly 28,000 jobs are created annually. f J/ PRO: Support a sustainable source of 1. Transportation infrastructure is the backbone onto which a community's revenue that will provide for stable economic development is based. 2. Without a stable, reliable and sustainable funding for investment in funding source, a community is unable plan for services to meet the congestion, transportation infrastructure and safety, and mobility needs of its citizens' 3. More and more vehicles are running on transit services. electric or alternative fuels, so the funding for highways needs to change with the marketplace. � r j PRO: Support continued funding through 1. More funding for transportation infrastructure is needed to help the appropriations process of the communities recover from the economic downturn. Transportation Investment for 2. TIGER has been very successful in in putting people back to work and Page 10 of 20 Generating Economic Recovery revitalizing communities. (TIGER) Grant Program. f r i PRO: Support continuation of and funding 1. TIFIA loans are an attractive financing option because ('a) the federal government for the Transportation Infrastructure offers a lower interest rate than is typically available to project sponsors through Finance and Innovation Act (TIFIA). traditional bond markets and (b) the repayment terms are flexible, including the ability to defer repayment so a project can get underway and/or begin generating user fees or other revenues before repayment begins. 2. Multiple projects may be bundled together under one loan application as long as they are to be repaid by a common revenue source. 3. The federal government has entered a new era of fiscal constraints in which traditional grant-based funding will no longer be able to play as large a role, so innovative tools such as TIFIA are essential. Page 11 of 20 PRO: 1. Completing additional segments of 1-69 will Support initiatives to fund enhance freight movement across Texas and promote international trade. construction and upgrades of 2. Currently, more than 230 miles of 1-69 in Texas are co-signed on existing highways existing highway infrastructure to built to interstate standards with minimal investment by the federal government. The interstate standards to complete U.S. needs to invest in 1-69 to connect the segments for improved linkage between Interstate 69 throughout Texas. Texas cities to serve freight traffic and to connect cities and rural areas. 0 i PRO: 1. FHWA is a project sponsor. The federal Support federal funding for government should allocate funds to demonstrate its commitment and support construction of replacement of the for the project. Harbor Bridge (US 181) — a bridge of ° national significance. PRO: Support funding for railroad system 1. The most efficient movement of freight is through multimodal transportation —truck, improvements and improve funding rail and shipping`` The GIWW needs to be widened and deepened to accommodate to maintenance dredging for the bigger ships coming to the Port. 2. The Port has a Rail Master Plan, but Gulf Intracoastal Waterway to needs funding to implement the project.' 3. Investing in rail and GIWW will enhance improve the Port of Corpus Christi. economic development opportunities. Page 12 of 20 1 st PRO: Support funding for freight rail that 1 Freight rail is an efficient and affordable way to moue products around the country. will improve the rail connectivity Improving freight rail in and out of the port will enhance economic opportunities and make the rail system safer and through multimodal transportation. Z Rail infrastructure is old and in need of more efficient, improve repair and may need to be relocated to avoid bottlenecks. environmental sustainability and encourage competitive rail access to ports. 1 r PRO: Support funding for the Federal 1. Having adequate funding for air traffic controllers, TSA agents, inspectors, Aviation Administration and additional personnel, and providing financial assistance for runway and other Transportation Security safety improvements is essential to protect the health, safety and welfare of the Administration to continue to traveling public. Z Having adequate airport facilities and provide safe and efficient passenger personnel is important to secure the pilot training mission of NAS-CC and NAS-K and freight movement. f r � PRO: 1. Investment in highway, rail, and shipping Support continued federal infrastructure for the efficient movement of freight will enhance economic investment and priority into opportunities in the Coastal Bend. infrastructure to facilitate freight movement. I ROOM Page 13 of 20 PRO: 1. When 1-69 is completed, it will connect Mexico, the U.S.; and Canada through an interstate highway system that is ideally designed for the efficient movement of freight. 2. All 10 Texas deepwater ports and numerous shallow-draft ports and terminal on the Gulf Intracoastal Waterway are Support I-69 being included in the served by the 1-69 route. Long-haul interstate freight connections will be designation of the National Freight improved once 1-69 is complete. There are two dozen major railroad truck-rail Network now under consideration intermodal!facilities near the multi-state I- 69 route. by the federal Department of Transportation ' f J / Gulf ©f Mexico PRO: Support legislation, such as S. 1555 1. Council supported this policy in August 2012. or H.R. 3429 (Rigs-to-Reef Habitat Z Artificial reefs are widely recognized in the scientific and sport fishing communities as Protection Act) or H.R. 6208 (REEFS significant fish habitat that promotes a diverse marine ecosystem. Act) from 112th Congress, to prevent 3. Retaining these rigs as reef habitat may save billions of dollars by not removing the the U.S. Department of the Interior's structures from the Gulf. destructive Operations Idle Iron program that weakens artificial reef creation. J Page 14 of 20 1 PRO. 1. The Gulf States Marine Fisheries Monitor Gulf of Mexico fisheries Commission was established by Congress in 1949 as a compact of the five Gulf management proposals. States "to promote better utilization of the fisheries, marine, shell and anadromous, of the seaboard of the Gulf of Mexico, by the development of a joint program for the promotion and protection of such fisheries and the prevention of the physical waste of the fisheries from any cause." 2. The Coastal Bend is a'prime recreational fishing location driving the tourism industry. Any potential regulations should be monitored to determine impacts on the local economy. PRO: Support implementation of the 1. Ensure that Texas receives its fair share of funding. RESTORE Act. 2. Protect against Congress re-allocating funding for other!purposes. Environmental Protection Agency PRO: 1. More than 90 communities across the U.S. Oppose overreaching, unrealistic, are facing aggressive enforcement of expensive requirements from the and unachievable standards and Environmental Protection Agency. 2. Such requirements should take into regulations for air, water, consideration a community's on-going capital improvement plan to implement wastewater, and stormwater. changes as well as a reasonable affordability factor so taxpayers are not burdened with a debt they are unable to manage. 3. Congress needs to give strict oversight to EPA and ensure'no new regulations are adopted that will financially constrain local governments. Page 15 of 20 PRO: 1. The U.S. Conference of Mayors and Support appropriations to EPA to the National /association of Counties are working with members of Congress allow the agency to invest and serve on an appropriation in the $2B-$3B range to EPA for a"pilot program to as a partner to municipal assist with implementation of environmental requirements. governments for construction and 2. EPA needs to work more closely with cities to understand the financial rehabilitation of infrastructure to consequences of their regulations. achieve air, water, wastewater and stormwater goals. Similar to H.R. 1877, H.R. 2707. / lean'Water Act Re-Authorization PRO: Support renewal/reauthorization of 1. Protecting rivers, lakes, streams, bays, estuaries, and other waters of the U.S. is Clean WaterAct critical to protecting the environment and economy of the Coastal Bend. 2. Maintaining the core principles of the CWA while preventing expanded regulations, more stringent standards and unfunded mandates. Page 16 of 20 PRO: Support changes to the CWA that 1. Federal agencies, especially the EPA, needy to work more closely with cities to incentivizes investments in understand the financial consequences of their regulations. municipal infrastructure to achieve 2. Infrastructure improvements are a very costly, long-term investment. Cities need improvements in water quality. financial and regulatory relief in order to make the investments feasible. � r f �i t PRO: Support integrated planning 1. Integrated resource planning (IRP) can assist in improving the efficiency of water initiatives to reduce sanitary sewer utilities, thus conserving water resources, reducing costs, and bolstering community system overflows (SSOs). prosperity and vitality. 2. IRP is a more holistic and coordinated process for long-term decision making about sanitary sewer systems and has been used as an alternative to the EPA's contentious consent decree process. 3. Instead of focusing on drainage and conveyance and sometimes on flood control, new IRP options range from better site design to minimize runoff to implementation of best management practices (BMPs) such as artificial wetlands to control pollutants in runoff. l� r r � 11 Water Resources Development Act (WRDA) Re-Authorization PRO: 1. WRIDA is an essential tool to protect the Support renewal of WRDA, including environment and waters of the U.S. and to strengthen'economic opportunity. Page 17 of 20 repeal of earmark ban. 2. Allowing earmarks will allow Congress to prioritize funding for important projects. 3. State and local governments and the private sector should not bear the financial burden for federal responsibility.' 1 PRO: Support continued funding for the 1. In fiscal year 2013, the HMTF will collect $1.8 billion but spend only $882 million. U.S. Army Corps of Engineers The nation's ports are under-funded and under-maintained and it is important for (USACE) and ensure full utilization annual HMTF spending to increase. 2. The Port of Corpus Christi and Gulf of the Harbor Maintenance Trust Intracoastal Waterway (GIWW) must be widened and deepened to accommodate Fund(HMTF) for maintenance and bigger ships and expanded opportunities from the Panama Canal. dredging projects. f t Higher Edu'cation' PRO: Support funding for academic and 1. Del Mar College and Texas A&M University-Corpus Christi contribute to the scientific research, student financial future prosperity, growth and sustainability of the community. aid, and other federal initiatives that 2. Job creation, economic development, and innovative research will help draw talent strengthens Coastal Bend higher and retain an educated workforce who will become leaders in the community. education institutions. 3. University research and skill development help diversify the local'economy. Page 18 of 20 1 r Appointments PRO: 1. The federal district judge position has been Support prompt appointment and open for more than two years. 2. The Corpus Christi District deserves two confirmation of a qualified, full-time, permanent federal judges to handle the backlog of cases. permanent U.S. District Judge for 3. Congress should put partisanship aside and nominate a qualified judge to serve the Corpus Christi District to assure this region. due process and equal justice under the law. J 111111H111111 National Flood Insurance Program (NFIP) PRO: Support amendments to the Biggert- 1. Premiums have the potential to increase by 25 percent per year, for the next four Waters Flood Insurance Reform Act years until the full-risk rates are reached. 2. Eliminating he discounts for second homes that delays implementation of the and commercial buildings will hurt tourism- based economies, like Corpus Christi. National Flood Insurance Program 3. Premium increases will make it unaffordable to purchase a home in a (NFIP) premium increases to certain flood zones. consumers and ensures adequate 1 policy coverage at affordable rates. , Note: Implementation date is r , Page 19 of 20 October 1, 2013. J LIST OF SUPPORTING DOCUMENTS: 113" Congress Legislative Presentation Page 20 of 20 Resolution Adopting the City of Corpus Christi's Federal Legislative Priorities for the 113th U.S. Congress WHEREAS, the 113th United States Congress convened on January 3, 2013 for two annual sessions and is scheduled to adjourn on January 3, 2015; and WHEREAS, the City of Corpus Christi and its residents, businesses, industry, governments, agencies and institutions benefit significantly from federal programs and services provided in the community and are greatly impacted by Congressional legislative activities; and WHEREAS, The City's Intergovernmental Relations (IGR) Department is responsible for monitoring state and federal governmental activities, developing legislative programs approved by City Council, managing the City's legislative consultant, and coordinating legislative activities with other public and private sector entities and municipal advocacy organizations; and WHEREAS, for about 20 years, the City of Corpus Christi has contracted with Larry Meyers of Meyers and Associates, in Washington, D.C., to assist with monitoring and advocating the City's federal legislative policy agenda; and WHEREAS, it is necessary to provide guidance for the City's officers and representatives in conducting the City's legislative efforts and relations; and WHEREAS, to be successful, this ever-evolving business environment requires close contact and constant communication with legislative leadership, external legislative consultants, municipal advocacy organizations, statewide municipal partners, community leadership, and community stakeholders; and WHEREAS, the City will communicate, collaborate and work supportively with the United States Conference of Mayors, the National League of Cities, the National Community Development Association, the Alliance for Interstate 69 Texas, and any other like-minded municipally-based federal organizations to further mutual goals; and Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Council generally SUPPORTS federal legislation and/or administrative actions that: • Protect and enhance City revenues; • Reduce or eliminates costs to the City; • Furthers local control; • Protects policies previously established by City leadership through Charter, ordinances, resolutions and master plans; and • Provides increased educational opportunities and job creation/retention for the citizens of Corpus Christi and the Coastal Bend region through the Port of Corpus Christi authority, public schools, community colleges and universities. SECTION 2. The City Council generally OPPOSES federal legislation and/or administrative actions that: • Undermine the principle of home rule and local control by the City; • Results in the loss of revenue or negatively impacts potential revenue growth to the City; • Diminishes the authority of cities to regulate and manage their growth and development; • Nullify or undermine the City's policies contained in existing provisions of the Charter, ordinances, resolutions, and master plans, unless such changes expand the City's ability to manage its own affairs; and • Imposes unfunded mandates that requires any expenditures by the City unless all costs are fully reimbursed by the mandating governmental entity. SECTION 3. The City Council's federal legislative priorities for the 113th Congress include: Tax Policy • Oppose taxation of the interest earned by investors in bonds issued by municipalities and other local governments. • Support the Marketplace Fairness Act authorizing state and local governments to collect taxes owed on Internet and mail-order sales. Housing and Urban Development (HUD) • Support increases and oppose further reductions in funding for Community Development Block Grants (CDBG), HOME (Home Investment Partnership) program, homeless programs. Appropriations • Support continued funding for existing City grant-recipient programs and monitor legislation impacting those programs. • Encourage Congress to pass annual budgets that prevents cuts required by the Budget Control Act. Military Installations • Support funding, staffing, and operations for the strategic missions at military installations in the Coastal Bend. • Support efforts to enhance missions, operations, and contracting opportunities to increase their military value. • Support military construction funding as identified by base commanders and personnel. • Support legislation to exchange surplus Peary Place property from the Navy to the City for a restrictive easement on Cabaniss field property. • Oppose furloughs of military and contract employees forced by federal budget sequestration or government shut-downs. Transportation Infrastructure & Development • Support re-authorization of MAP 21, the federal transportation bill for at least five years. • Support a sustainable source of revenue that will provide for stable funding for investment in transportation infrastructure and transit services. • Support continued funding through the appropriations process of the Transportation Investment for Generating Economic Recovery (TIGER) Grant Program. • Support continuation of and funding for the Transportation Infrastructure Finance and Innovation Act (TIFIA). • Support initiatives to fund construction and upgrades of existing highway infrastructure to interstate standards to complete Interstate 69 throughout Texas. • Support federal funding for construction of replacement of the Harbor Bridge (US 181) — a bridge of national significance. • Support funding for railroad system improvements and improve funding to maintenance dredging for the Gulf Intracoastal Waterway to improve the Port of Corpus Christi. • Support funding for freight rail that will improve the rail connectivity and make the rail system safer and more efficient, improve environmental sustainability and encourage competitive rail access to ports. • Support funding for the Federal Aviation Administration and Transportation Security Administration to continue to provide safe and efficient passenger and freight movement. • Support continued federal investment and priority into infrastructure to facilitate freight movement. • Support 1-69 being included in the designation of the National Freight Network now under consideration by the federal Department of Transportation. Gulf of Mexico • Support legislation, such as S. 1555/H.R. 3429 (Rigs-to-Reef Habitat Protection Act) or H.R. 6208 (REEFS Act) from 112th Congress, to prevent the U.S. Department of the Interior's destructive Operations Idle Iron program that weakens artificial reef creation. • Monitor Gulf of Mexico fisheries management proposals. • Support implementation of the RESTORE Act. Environmental Protection Agency • Oppose overreaching, unrealistic, and unachievable standards and regulations for air, water, wastewater, and stormwater. • Support appropriations to EPA to allow the agency to invest and serve as a partner to municipal governments for construction and rehabilitation of infrastructure to achieve air, water, wastewater and stormwater goals. Clean Water Act Renewal • Support renewal/reauthorization of Clean Water Act • Support changes to the CWA that incentivizes investments in municipal infrastructure to achieve improvements in water quality. • Support integrated planning initiatives to reduce sanitary sewer system overflows (SSOs). Water Resources Development Act (WRDA) • Support renewal of WRDA, including repeal of earmark ban. • Support continued funding for the U.S. Army Corps of Engineers (USACE) and ensure full utilization of the Harbor Maintenance Trust Fund for maintenance and dredging projects. Higher Education • Support funding for academic and scientific research, student financial aid, and other federal initiatives that strengthens Coastal Bend higher education institutions. Appointments • Support prompt appointment and confirmation of a qualified, permanent U.S. District Judge for the Corpus Christi District to assure due process and equal justice under the law. Flood Insurance • Support amendments to the Biggert-Waters Flood Insurance Reform Act that delays implementation of the National Flood Insurance Program (NFIP) premium increases to consumers and ensures adequate policy coverage at affordable rates. SECTION 4. The Legislative Priorities remain in effect until amended by the City Council. SECTION 5. The City Manager is directed to distribute these Legislative Priorities to the local legislative delegation, legislative leadership, external legislative consultants, municipal advocacy organizations, federal municipal partners, community leadership, and community stakeholders to solicit their advice and support. This resolution takes effect upon City Council approval on this the day of 2013. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa Nelda Martinez City Secretary Mayor Corpus Christi, Texas of 2013 The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott m / I�11y�»»I���4�11 17uou fl / uulauuuioouurttNr i/ ' «rrfrrrrr,/// it Ip e OR e lfl "((1111JJ„ % f ® f If lulu„ rzi J Naiaaii � �" i �/ / i/a �� '�I»UD»1AI//i//��i IN I1U111UIIIIIUII / ���'""'�»itN?&IIIIIIVkWINiNIIIC JAIN 'aoo 11II1JIlt% 1r�IIIVIJIIIDJ J� IIII»; ` m9(�ll /i >, J D Uf IF IIII u� 1 ��i %2 NIP AfViii ao% utjll, „' I �I1 rr �� ��J)ff1»!ilr»Ill»t�Jlr/// �I 0 Ole 0 " I ,0 low GO 60 's 10 " , Ole 0 % MIN ,%,ra w " I I v, oO "I�� ICI o I ' Ole 0 10 Ol 0400 ' Sio mq Im , �! rr � o ai/ �riln;�1G�� I� �����lu��',G911111111111�1 p/ / MOROi rrri I>I' ^I Alf ' W- 0 Ak IF oil low ' / ol rong " p 1/1////%%/ I u,o 0 , '� ���°��I�������I IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIP�IIP�IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII��IIII'I,�� III��� � III���I l r r v r r� n„ rrif� ' la Al' i ar. # i ml �r Ar uuuuuuumiiuuuumuuuuuuuuuuuuii iire�a,oirran / IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII uuuuuumuiui»��r��� ( it fVr (Il r i t 1 / /f R 00111j r Illliilliili � / Pan III, '[% " ll6l/l%IpIU/�i IIIIJ ,QRNMI @MIg1LwUU111UIlONif4" r �/ „///% HIIII 14tdt , l / 011 �j i/o/ v a we 1Ji rii /. 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IIIIIIII TO e TO lily, �/ao JraO9J9JJ° if gal 1l�i j i fl / uuauuuioouurtt»r 1 ,,, PUMP M,,,,,���ll � / flez ,,f °l 1I l r / MOP, IInIU � / f 1711�ri S /� 111 J% Of Ou»� ilia,,; i� / %// ��" I`€;,II l'%<' r 11101" � ° ! 0 J �i///o /J r rrrrrr�»»nJll)) fl / uulauuuioouurtt»r (( Baia i/ ' I/rrfrrrrr,�'��/�f "r %/////11 i f J j llirr�rrrrarrrri� llJlrlilurrriiii iiiiia % 4 ®r /��� rr ' � aaaa a If ............. YEN I JU111110111U1;,, /� Y! �����ululw»yuu l�' lff �� J 110 ' i 1, luu1� I 1io,�� �,,,,�1�� ft, 'JJ� J1V➢li'1 f %,M), �aaaG/ /IIII O/%im J1 Q µrya AGENDA MEMORANDUM City Council Meeting of October 15, 2013 DATE: October 9, 2013 TO: Ronald L. Olson, City Manager THRU: Mark Van Vleck, P.E., Interim Assistant City Manager FROM: Gustavo Gonzalez, P.E., Director of Water Utilities GustavoGo@cctexas.com (361) 826-1874 PRESENTATION - Blue Ribbon Task Force STAFF PRESENTER(S): Name Title/Position Department 1. Gustavo Gonzalez, P.E. Staff Support Director of Water Utilities OUTSIDE PRESENTER(S): Name Title/Position Oraanization 1. Dr. Robert Furgason Chair Taskforce Member BACKGROUND : The Water Department in conjunction with the Mayor's Blue Ribbon Task Force is working to develop a plan detailing the future water need of the City of Corpus Christi and the surrounding region. The proposed plan's objective is to help sustain a sound growing economy by developing a water supply business plan. 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Roland Mower President/CEO CCREDC BACKGROUND : CCREDC semi-annual presentation to the City Council LIST OF SUPPORTING DOCUMENTS: PowerPoint Presentation 10 E 0 0 r O ■2 O c� � ca :3 M 0 LLJ 0 (Y) CL C) LLJ V-- 0 0 >1 0 �� V LO (D 3: 06 (D 0 cn CU 0 C: E E 0 0 CL LM 0 CY C� � > z CL C) 0 LM 0 CL C) 2 - O O O O O O O O O O O O r 1� 1� � M Cfl C7 00 00 O C7 L 00 a r N 1- -Iii O r 1' r M A N N M o r V O O O O O O O O O O O M O B e O eqt W N O 00 N V-� a M N 1, L A N 1: N a 00 N M M N M �+ N O O O O O O O O O O O _ w Lo C 00 O OF, 00 w a 00 N O M N 1` LV6- M N 1` M ® T- O M O O O O O O O O O O O v. O O O O O O O O O O O 0 M M 00 O 1%- M 00 M N M O O O M N 1, Ili � L 00 O W O N M M N M T- M O O O O O O O O O O O r O O O O O O O O O O O C O r M t O r, r.- O m r 00 c r 1' a M N 1' L N G 00 O .� m N M M N M CN 06 C , 41 CL 0 O ai 4Z U) = ' � _ w ca 'a M I A.1 W 0 H 2 2 H = ii a w -j 0 0 i O LO 06 m co N O O 00 r r C) O O W 00 � N N w N ti r � T- T- O Co O O LO 06 O wi N a) � r LO r � N r O LO ® M.� M o 0 L � a a MID p O CN m � O a 0 ca a2 - � � E E w a� a� 0 0 0 0 � 0 U U = 3 3 'E ' G1 G1 c (D (D c Z Z Z Z �- M i LC) N � m m O pp N N 0 O }, U M cn 4 cn N cn -0 !� L a) to (6 L U 4a Z3 o Z3 � cn C1 v .� }, o .w U) U E: a ~ a) u) (� ., U) •L Q CL U ° ~ , ~ w O a) V a) o o 4- (6 Q Z U cn M N m C'7 00 N 00 N N TIM (6 0 CY cn E L-: N O L L Q C/) D Z3 O C/) 70 ® a--+ ) 1 V J L C/) Cn 'C/) W N � .� Q z O N > to a a--+ a) U) U) CL 0 0 70 70 ate-+ > > � w w Z, •— ?� L N N (_n (_n V N O O •X •X Q z U w w CU r. 4-a U a) x x to 0 LU < a2 - u " C%AM O V7 a C) 2 tA tAl G)l u Ul ■ 0 E 0 0 r LM o ■2 uu 0 c� � ca ° 0 LLJ 0 cle) CL C) V-- 0 0 >1 LLJ 0 V o 6 LO >' a C/) (D L- C: E 0- 0 CL LM 0 CY C� >� c a� 0 410 u 00 CL Z u 0 v �� ��ew LM 0 - u tA l I I f O Cpl O O O O O O O O O O O r 1� 1� � M Cfl C7 00 00 O C7 L 00 a r N 1' -ql O r I' r M A N N M r O 4-0 M O B e O e e W N O 00 N vm� a M N 1, w vmr N 1- N a 00 N M M N M LM �••+ N 0 0 Q 0 0 0 0 0 0 0 0 = w w O 00 TZ O O� 00 w a 00 N O M N T- M N ~ M ® T- O M O O O O O O O O O O O O O O O O O O O O O O M M 00 O 1� M 00 M N M O O O M N 1, Ili Ir L 00 O W O N M T- M N M T- `Q M O O O O O O O O O O O r O O O O O O O O O O O C O r C7 It r, r.- O m r 00 c r 1' a M N 1' L N - 00 O .� m N M M N M CN }, a .i s v a 06 N ) CL a� CL c ai U)., O ca > o N ,J Z J ca ca •� = c=a 0 Cl) a 1 - ca ca = o o ci H H = ii a w —j 0 0 tA l I I f i O r L w N O Co N w N r r r C) O O LO 00 � N N w N ti r � T- T- O Co O O L O N a) LA r � N r O LO ® LO Cfl .- M o 0 ' r L � a a MID p O CN m � O a 0 c 0 u ca ca ,J 0 ca ca E E ^ E E G1 G1 c O O c � = U U = 3 3 'E G1 G1 c (D (D c Z Z Z Z �- tA l I I f i Lf� N (C) 00 N N LM O }, U (6 cn 4 cn Q a) cn -0 w a) a) 4a w w Z3 MEN= L U . . o I cn 'O a) C: /) +� � cn cn U a) in 0 I- •- u00 cn > •� u� U O � a) E O u ' N Uj a) O a) v a) z3 o O , (6 Q Z U 0- 0- 0- cn tA l I I N m ('7 00 N � N 0 LM N (6 0 .C/) E L N O L- L- a) Q C/) D O Cj) 70 C C/) 70 •MEE +� a) f_n L C/) 'fn • a-1 fn LU Z3 a) � Q cra I � O N > to m a-J fn fn fn 0o u� `J Q U a-=' O 70 70 V N O O 'X 'X Q Z U 0- Lu Lu tA tAl G)l u Ul 0 0 LM u0 0 Z o x LU 0 - u tA tAl G)l u Ul 0 0 OLM u0 0 cs tJ V SC 0 000Gp R 11 AGENDA MEMORANDUM kA' 'ro 1852 City Council Meeting of October 15, 2013 DATE: October 15, 2013 TO: Ronald L. Olson, City Manager FROM: Mark Van Vleck, Interim Assistant City Manager markvv@cctexas.com 361-826-3897 Litter Reduction Plan Update STAFF PRESENTER(S): Name Title/Position Department 1. Mark Van Vleck Interim Assistant City Manager Public Works 2. OUTSIDE PRESENTER(S): Name Title/Position Oraanization 1. 2. 3. BACKGROUND : At the City Council Meeting of July 30, 2013, the request was made for a Litter Reduction Plan to be established and implemented. This item will provide an update as to the progress of the request. LIST OF SUPPORTING DOCUMENTS: Strategic Plan to Reduce Litter Chart � Y O Ul 0 3 o a a - a 4Z 0 L a+v T m V m VOl a O O V O 0 F .1 m m m O V O m pD T Q N Q _ >� W 0 Y = W L O O on E E m °' 0 on °- e7 on o - m m O Y m ~ m m `1 O CO a Y ` N m W vii c F � V a+ j Q O W V m U O ~ v j v oD Y C7 C7 m m m a m w o W O O O v V w Q o O O v v o v v Q - " 0 o w " E v �E o w V > v F V V 0 O W a E V c F w O O O m a J c - _ E v c C c v E v 0 m Y 0 v u OD O Im. .'m0 W O m 0 O E m O O v O v O o O Q m p u W O p E v - O O m W ` Q O v E m a O W v }' v J � N U J 41 u O a-J 41 f6 U N a--+ f6 -J v �z (% E g v +� v v Q m v o v " w a E O on o71 E Y c o a Y OT F Y v Q m O J m N w V m m � a o p_ `v a o E E on v otl `o o f w E N o n E rc m E - 3 v 'o �'n o v _ v v o -vo E m o c = m v w v ,`v_, °D v -oo w o v E E `2 m n o > 4Z � > a - - V n Q O Q m Q