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HomeMy WebLinkAboutC2016-588 - 12/20/2016 - Approved ' t INTERLOCAL COOPERATION CONTRACT DEPARTMENT OF STATE HEALTH SERVICE CoNrRAcr No.2017-049413-001 THE DEPARThfENT OF STATE IjEALT}J SERVICts`S. .S Nueces County Public Health District(City)("Local("System Agency"or"DSHS'�and Corpus Christi- "Parties,"enter into the following contract laboratory each analysis of bay collected by the System Agency �'"and collectively the Cooperation Act,"eChapter 791 ye Tow Government pursuant to the water samples of Government Code. °V�O of the interlocal • I. PARTIES AxonAggay Loc I N,ve n„. ,,, Name:Department of State Health Services ' Name:Corpus Christi Nueces County Public Address:P.O.Box 149347 Health District(City) City and Zip:Austin,Texas 787149347 Address: 1702 Home Road City and Zip:Corpus Christi,Texas 78416 Contact Person:Gary,Heideman Tontact Per3on:Angela Flores,BS,M(ASCD)CM Telephone:512-834-6757 x2503 Fax number:512-834-6762 Celenhone: 61-826.7213 E-Mail Address:fir.}1ezdeman®dst�.�.�.j..._ Fax number. Agency Number:537 E-Mail Address: e a t c m. Agency Number. II. STATEMENT OF SERVICES TO BE PROVIDED The with the agree to cooperate to provide necessary and authorized terms of this Contract. Specific services rzed services tack , in accordance at provided are described in eat A—c f.te.,` III. CONTRACT PERIOD AND RENEWAL, The Contract is effective on September 1,2016 and termmated pursuant to the terms and conditions of the Contract.inates on Auguste 1 may y e,tend thisiContract cor t subject to mutually agreeable terms and conditions. Theme ` Contract IV. AMENDMENT The Parties to this Contract may modify this contract only through the execution ofa written amendment signed by both parties. V. CONTRACT AMOUNT AND PAYMENT FOR SERVICES The total amount of this Contract,including all Work Orders issued under i THOUSAND DOLLARS(S56,0110.00).as provided for 1n t,shall not exceed FIF1 Y sot_ W ftwad P.OMANSystem Aiesey ca X2317. 049413-001 2016-588 12/20/16 Res. 031016 INDEXEDTX Dept of State Health Services r , VI. LEGAL NOTICES For Legal Notices under this Contract shall be deemed delivered when deposited U ate States mail, postage paid, certified, return receithacocommon ar the overnight,signature required,to the appropriate address below:requested; or with a common carrier, System Agency Department of State Health Services Attention:Lisa Hernandez 100 W.49th Street,MC 1911 Austin,TX 78756 Local Government Corpus Christi Nueces County Public Health District(City) 1702 Home Road Corpus Texas 16 Attetion:Angela BS,M(ASCP)CM Notice given in any other manner shall be deemed effective only if and when received by the Pa to be notified. Either Party may change its address for receiving legal notice by notifying the rtY fY g other Party in writing. VII.CERTIFICATIONS The undersigned contracting parties certify that: (1) the services specified above am necessa the statutory functions and ro ry and essential For activities that are properly within p grams of the affected agencies of state government; (2) Each Party executing this Contract on its behalf has Full power and authority to enter into this Contract. (3) the proposed arrangements serve the interest of efficient and economical administration of state government;and (4) the services contracted for are not required by Section 21,Article XVI of the Constitution of Texas to be supplied under a contract awarded to the lowest The System Agency further certifies that it has statutoryresponsible bidder. Code described in this contract under DSHS Contracting Authority,yt which is Texas Health to contract for man services Chapters 12 and 1001 and Texas Government Code Chapter 531,Subchapter D,to the extent applicable. The Local Government further certifies that it has statutory authority to contract for the services described in this contract under Texas Government Code Chapter 791. SIGNATURE PACE FOLLOWS SymsAaeaeyCowed No.2+17-049413-001 r 02.111.2016Page 2 all 1 y SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT NO.2017-049413-001 DEPARTMENT OF STATE HEALTH SERVICES LOCAL GOVERNMENT Si n: e,/�'J gTh1 .o R.axmi Slgitature Printedita Name i. Margie C. o �4J-rfi. 1. d Printed Name Ate-sociatC Commisjp j Division far Regulatory ry eices Title Title / aa/ /2 Date Date THE FOLLOWING ATTACHMENTS TO ENTERPRISE AGENCY CONTRACT NO.2017- (1494134n ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A- STATEMENT OF WORK ATTACHMENT B- UNIFORM TERMS AND CONDITIONS ATTACHMENT C- SUPPLEMENTAL&SPECIAL CONDmONS ATTACHMENT D- FEDERAL ASSURANCES ATTACHMENT E- FEDERAL LOBBYING CERTIFICATIONS Approved as to toren 148 I I Le /atoll ,i, • i i' iy ATTEST: a41{4..< REBECCA Hl1ERTA CITY SECRETARY Sys.=Aaeaty Cosine!Na.2017-049413-OOTI g10ii Par 4 pc Q NUN r.0l ST COUNrIL 'GAJ ATTACHMENT A STATEMENT OF WORK LOCAL GOVERNMENT RESPONSIBILITIES Local Government will: A. Provide System Agency with 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. B. 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 ofbay water samples required per year is approximately 800-1500. Peak laboratory needs are from October 15 through May 15. C. Analyze bay water samples for fecal coliform using the Association of Analytical Chemists (AOAC) modified A-I method for Most Probable Number(MPN) using multiple tube fermentation; D. Be available for providing analyses a minimum of six(6)days a week,8:00 am to 5:00 pm; E. Make results available to DSHS by phone and e-mail within two(2)hours of completion of laboratory analyses and make available by mail (upon request) legible, reproducible, laboratory result forms to DSHS at the following address: Department of State Health Services Attn: Seafood and Aquatic Life Group,MC 1987 P.O.Box 149347 Austin,Texas 78714-9347 F. Be accessible by land and air travel,and be in a location where delivery services are available which can guarantee overnight delivery, G. Be certified by the U.S.Food and Drug Administration or its citifying agency,the Texas Department of State Health Services,for analysis of shellfish waters; H. Meet laboratory proficiency standards as set forth In Laboratory Procedures for the Examination ofSeawater and Shellfish,filth edition, 1985,which is hereby Incorporated by reference,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 I. Return bay water sample bottles to the originating DSHS field office in containers supplied by DSHS,return height collect,to DSHS. ILL PERFORMANCE MJASURES The System Agency will monitor Local Government's performance of the requirements in Attachment A and compliance with the Contract's terms and conditions. �.02,012016 System Agency Contract No.2017-049413.001 Pale 1 } , ATTACHMENT A STATEMENT OF WORK III.INVOICE AND PAYMENT A. Local Government will request monthly payments using the State of Texas Purchase Voucher(Form B-13)at hto://www.SvstemAgencv.statexx.us/arants /forms/hI3form.doe.Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below. _ Department of State Health Services Claims Processing Unit,MC 1940 1100 West 49th Street P.O.Box 149347 Austin,TX 78714-9347 FAX:(512)458-7442 EMAIL:invoices@dshs.state.tx.us B. Local Government will be paid on a fee-for-service/unit rate basis. System Agency will pay Contractor thirty-five dollars($35.00)for each completed and satisfactorily performed fecal coliform test. Total payments will not exceed fifty-six thousand dollars (556,000.00)for the contract term. C. All invoices must reference PON 0000427498 System ABS'Contract No.2017.049413.001 v.02.01.2016 Page 2 i HHSC Uniform Terms end Condiions Version 212 Pubished said Effective:November 30.2015 Responsible Office:Chief Counsel TExAs Health and Human Services Commission Health and Human Services Commission HHSC Uniform Terms and Conditions - Local Governmental Body Version 2.12 1 , TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS ..,.,.,» 3 1.01 Definitions 1.02 Interpretive Provisions... ... ARTICLE II CONSIDERATION • 5 2.01 Expenses.- ... 2.02 Funding --""........................».".»....».........5 ARTICLE III WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS....6 3.01 Federal Assurances...........»......"..............................»....".........".»......... 6 3.02 Federal Certifications.....................»..._.............»»..»..»».........".......»......»....»......en..» 6 ARTICLE IV INTELLECTUAL PROPERTY 4.01 Intellectual Property.»........»....».....»».....".............»» ».»...».. »...»»6 ARTICLE V RECORDS,AUDIT,AND DISCLOSURE......... ....... 5.01 Access to records,books,and documents....»....».."»»» »6 5.02 "' Response/compliance with audit or inspection findings... ,,,,»,,,,,..7 5.03 SAO Audit 7 5.04 Recapture of Funds...".... .. »..................»...... 7 5.05 Public Information and Confidentiality 5.06 Data Security...»....».._.......».....»..."»»..............»» »..»....................»»..............».8 ARTICLE VI CONTRACT MANAGEMENT AND EARLY TERMINATION»»»..,,", 8 6.01 Contract Management».....».»........».......» 8 6.02 Terminadon for Convenience.--....» 8 6.03 Termination for Cause.........»».»..». 6.04 Equitable Settlement.»»»....»»» "........"..»..... ARTICLE VII MISCELLANEOUS PROVISIONS 7.01 Technical Guidance Letters—..... ...»....».... 9 7.02 Survivability...................»....»..».»....»».... . '..' .9 7.03 No Waiver.».»,. �"�»�� " ».»»........»»»»...... »»»» .».• »..»»»...»....9 7.04 Standard Terms and Conditions "..»..»..»..».»»».",,....»...»......».........»»....»»....•....9 System Agency Contract No. 16-***-***_***• v113015 Page 2 of 11 • ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS 1.01 Definitions As used in this Contract,unless the context clearly indicates otherwise or defined in the Signature Document,the following terms and conditions have the meanings assigned below: "Amendment"means a written agreement,signed by the parties hereto,which documents changes to the Contract other than those permitted by Technical Guidance Letters,as herein defined. "Attachment"means documents, terhrs, conditions,or additional information physically added to this Contract following the execution page or included by reference, as if physically, within the body of this Contract. "Contract"means the Signature Document, these Uniform Terms and Conditions,along with any Attachments,and any Amendments, purchase orders,or Technical Guidance Letters that may be issued by the System Agency,to be Incorporated by reference herein for all purposes[(issued. "Deliverable('means any item,report,data,document,photograph,or other submission required to be delivered under the terms of this Contract,in whatever form. `Eft ctive Date"means the date agreed to by the Parties as the date on which the Contract takes effect. "Federal Assurance(' means Standard Form 4248 (Rev. 7-97), as prescribed by OMB Circular A-102 (non-construction projects); or Standard Form 424D (Rev. 7-97), as prescribed by OMB Circular A-102(construction projects). "Federal Certifications" means U.S. Department of Commerce Form CD-512 (12-04), "Certifications Regarding Lobbying—Lower Tier Covered Transactions." "Federal Fiscal Year"means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP"means Generally Accepted Accounting Principles. "GASB"means the Governmental Accounting Standards Board. "Health and Human Services Commission" or "JIHSC" means the administrative agency established under Chapter 531,Texas Government Code or its designee. "intellectual Property"means patents,rights to apply for patents,trademarks, trade names,service maks, domain names, copyrights and all applications and worldwide registration of such, schematics, industrial models, inventions, know-how,trade secrets,computer software programs, and other intangible proprietary information. "Kcal GovernnNge means the Party to this Contract that meets the definition of this term under Tex.Gov't Code§791.003(4). "Parties"means the System Agency and Local Government,collectively. lea"means either the System Agency or Performing Agency,Individually. "P "means the goods and/or Services described in the Signature Document or an Attachment to this Contract. System Agency Contract No. 16-***-***-**** v113015 Page 3ofII "Public information Act"or 11&"means Chapter 552 of the Texas Government Code. " " means the tasks, functions, and responsibilities assigned and delegated to Local Government under the Contract. "signature Document"means the document executed by both Parties that specifically sets forth all of the documents that constitute the Contract. • • • "Systpm Agency" means HHSC or any of the agencies of the State of Texas that are overseen by HHSC under authority granted under State law and the officers, employees, and designees of those agencies. These agencies include: the Department of Aging and Disability Services, the Department of Assistive and Rehabilitative Services, the Department of Family and Protective Services, and the Department of State Health Services. "Mate Fiscal Year" means the period beginning September I and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Textravel" means Texas Administrative Code, Title 34, Part t. Chapter 5, Subchapter C,Section 5.22,relative to travel reimbursements under this Contract,if any. "Subcontractor"means an individual or business that performs part or all of the obligations of Local Government under this Contract. "Technical Guidance Letter"or"[Q"means an instruction,clarification,or interpretation of the requirements of the Contract,issued by the System Agency to the Local Government. "tier means alt Services to be performed. goods to be delivered,and any appurtenant actions performed and items produced.conceived,or developed,including Deliverables. 1.02 Interpretive Provision A. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. B. The words"hereof,""herein,""hereunder,"and similar words refer to this Contract as a whole and not to any particular provision,section,Attachment,or schedule of this Contract unless otherwise specified. C. The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Contract, (i) references to contracts (including this Contract) and other contractual instruments shall be deemed to include all subsequent Amendments and other modifications thereto,but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Contract,and(it)references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating.amending,replacing, supplementing.or interpreting the statute or regulation. D. Any references to "sections," "appendices," or "attachments" are references to sections, appendices,or attachments of the Contract. E. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Contract are reibrences to these documents as amended,modified,or supplemented from time to time during the term of the Contact. F. The captions and headings of this Contract are for convenience of reference only and shall not affect the interpretation of this Contract. System Agency Contract No. 16-***-*•*-*see rtriors Page 4 of II , • G. All Attachments within this Contract, including those incorporated by reference, and any Amendments are considered part of the terms of this Contract. H. This Contract may use several different limitations, regulations,or policies to regulate the same or similar matters. All such limitations, regulations,and policies are cumulative and each shall be performed in accordance with its terms. I. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver shall be deemed modified by the phrase"in its sole discretion." • .1. Time is of the essence in this Contract. • ARTICLE II CONSIDERATION 2.01 Expenses Except as otherwise provided in the Contract, no ancillary expenses incurred by the Local Government in connection with its provision of the Services or Deliverables will be reimbursed by the System Agency. Ancillary expenses include, but are not limited to costs associated with transportation,delivery,and insurance for each Deliverable. When the reimbursement of travel expenses is authorized by the Contract,all such expenses shall be reimbursed in accordance with the rates set by the State of Texas Teaurovel. 3.02 Funding A. This Contract shall not be construed as creating any debt on behalf of the State of Texas or the System Agency in violation of Article Ill,Section 49,of the Texas Constitution. In compliance with Article VIII, Section 6 of the Texas Constitution, it is understood that all obligations of the System Agency hereunder are subject to the availability of state funds. If such funds are not appropriated or become unavailable,this Contract may be terminated. In that event, the Parties shall be discharged from further obligations, subject to the equitable settlement of their respective interests,accrued up to the date of termination. B. Furthermore,any claim by Local Government for damages under this Contract may not exceed the amount of fluids appropriated for payment,but not yet paid to Local Government,under the annual budget in effect at the time of the breach. Nothing in this provision shall be construed as a waiver of sovereign Immunity. C. This Contract is contingent upon the availability of sufficient and adequate funds. If funds become unavailable through lack of appropriations,budget cuts, transfer of funds between programs or agencies, amendment of the Texas General Appropriations Act,agency consolidation,or any other disruptions of current funding for this Contract,the System Agency may restrict,reduce,or terminate funding under this Contract.This Contract is also subject to immediate cancellation or termination, without penalty to the System Agency, if sufficient and adequate funds are not available.Contractor will have no right of action against the System Agency if the System Agency cannot perform its obligations under this Contract as a result of lack System Agency Contract No. I6-*+•-***_**** .113015 Page 5 of 11 • of funding for any activities or functions contained within the scope of this Contract. In the event of cancellation or termination under this Section, the System Agency shall not be required to give notice and shall not be liable for any damages or losses caused or associated with such termination or cancellation. 'ARTICLE IU WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 3.01 Federal Assurances Local Government further certifies that,to the extent Federal Assurances are incorporated into the Contract under the Signature Document,the Federal Assurances have been reviewed and that Local Government is in compliance with each ofthe requirements reflected therein. 3.02 Federal Certifications Local Government further certifies, to the extent Federal Certifications are incorporated into the Contract under the Signature Document, that the Federal Certifications have been reviewed, and that Local Government is in compliance with each of the requirements reflected therein. In addition, Local Government certifies that It is in compliance with all applicable federal laws, rules,or regulations,as they may pertain to this Contract. ARTICLE IV INTELLECTUAL PROPERTY 4.01 Intellectual Property A. To the extent any Work results in the creation of Intellectual Property, all right, title, and interest in and to such Intellectual Property shall vest In the System Agency upon creation and shall be deemed to be a"work made for hire"and made in the course of the services rendered pursuant to this Contract. B. To the extent that title to any such Intellectual Property may not by law vest in the System Agency,or such Intellectual Property may not be considered a"work made for hire,"all rights, title,and interest therein are hereby irrevocably assigned to the System Agency.The System Age shall have the right to obtain and to hold in its name any and all patents,copyrights, trademarks,service marks,registrations,or such other protection as may be appropriate to the subject matter,including extensions and renewals thereof. C. Local Government must give the System Agency and the State of Texas,as well as any person designated by the System Agency or the State of Texas,all assistance required to perfect the rights defined herein without any charge or expense beyond the stated amount payable to Local Government for the services authorized under this Contract. ARTICLE V RECORDS,AUDIT,AND DISCLOSURE 5.01 Access to records,books,and documents In addition to any right of access arising by operation of law, Local Government and any of Local Government's affiliate or subsidiary organizetions, or Subcontractors shall permit the System Agency or arty of its duly authorized representatives, as well as duly authorized federal,state or local authorities, unrestricted access to and the right to examine any site where business is conducted or Services am performed,and all records,which includes but is not limited to financial, client and patient records,books, papers or documents related to this Contract. If the Contract includes federal funds,federal agencies that shall have a right of access to records as described in this section Include:the federal agency providing the funds,the Comptroller General of the United System Agency Contract No. I6-***_***_**** .ntbts Page 6ofII States, the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition,agencies of the State of Texas that shall have a right of access to records as described in this section include: the System Agency, HHSC, HHSC's contracted examiners, the State Auditor's Office, the Texas Attorney General's Office, and any successor agencies. Each of these entities may be a duly authorized authority. If deemed necessary by the System Agency or any duly authorized authority.for theof investigation vestigstron or hearing, Local Government shall produce original documents related to this Contract. The System A • and any duly authorized authority shall have the night to audit billings both before and Agency payment,and all documentation that substantiates the billings. Local Government 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. 5.02 Response/compliance with audit or inspection findings A. At Local Government's sole expense, Local Government must take action to ensure its or a Subcontractor's compliance with a correction of any finding of noncompliance with any law, regulation, audit requirement. or generally accepted accounting principle relating to the Services and Deliverables or any other deficiency contained in any audit,review,or inspection conducted under the Contract.Whether Local Government's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the Services,Local Government must provide to HHSC upon request a copy of those portions of Local Government's and its Subcontractors' internal audit reports relating to the Services and Deliverables provided to the State under the Contract. 5.03 SAO Audit Local Government understands that acceptance of funds directly under the Contract or indirectly through a Subcontract under the Contract acts as acceptance of the authority of the State Auditor's Office (SAO), or any successor agency. to conduct an audit or Investigation in connection with those fiends Under the direction of the legislative audit committee,an entity that is the subject ofan audit or investigation by the SAO must provide the SAO with access to any information the SAO considers relevant to the investigation or audit.Local Government agrees to cooperate fully with the SAO or its successor in the conduct of the audit or investigation,including providing all records requested. Local Government will ensure that this clause concerning the authority to audit funds received indirectly by Subcontractors through Local Government and the requirement to cooperate is included in any Subcontract it awards. 5.04 Recapture of Funds The System Agency may withhold all or part of any payments to Local Government to offset overpayments made to the Local Government. Overpayments as used in this Section include payments(I)made by the System Agency that exceed the maximum allowable rates;(iii)that are not allowed under applicable laws,rules,or regulations or(di)that are otherwise Inconsistent with this Contract,including any unapproved expenditures. Local Government understands and agrees that it shall be liable to the System Agency far any costs disallowed pursuant to financial and compliance audit(s)of funds received under this Contract. Local Government further understands and agrees that reimbursement of such disallowed costs shall be paid by Local Government from funds which were not provided or otherwise made available to Local Government under this Contract. System Agency Contract No. 16-***-***-***s vii3015 Page 7of11 5.05 Public Information and Confidentiality Information related to the performance of this Contract may be subject to the Public Information Act and will be withheld from public disclosure or released to the public only in accordance therewith. Local Government shall make any information required under the Public Information Act available to the System Agency in portable document file (".pdr) format or any other format agreed between the Parties. • To the extent permitted by law, Local Government and the System Agency agree to keep all information confidential,in whatever form produced,prepared,observed,or received by Local Government or the System Agency. The provisions of this section remain in flail force and effect following termination or cessation of the services performed under this Contract. 5.06 Data Security Each Party and hs Subcontractors will maintain reasonable and appropriate administrative, physical,and technical safeguards to ensure the integrity and confidentiality of information exchanged in the performance of services pursuant to this Contract and protect against any reasonably anticipated threats or hazards to the security or integrity of the information and unauthorized use or disclosure of the information in accordance with applicable federal and state laws,rules,and regulations. Upon notice, either Party will provide, or cause its subcontractors and agents to provide, the other Party or its designee prompt access to any information security records,books, documents,and papers that relate to services provided under this Contract. ARTICLE VI CONTRACT MANAGEMENT AND EARLY TERMINATION 6.01 Contract Management To ensure full performance of the Contract and compliance with applicable law, the System Agency may take actions including: A. suspending all or part of the Contract; B. requiring the Local Government to take specific corrective actions in order to remain in compliance with term of the Contract; C. recouping payments made to the Local Government found to be in error; D. suspending and/or limiting any services and placing conditions on any such suspensions and/or limitations ofservicex E. Imposing any other remedies authorized under this Contact;and F. imposing any other remedies, sanctions or penalties permitted by federal or state statute,law,regulation,rule. 6.02 Termination for Convenience The System Agency may terminate the Contact at any time when,in its sole discretion,the System Agency determines that termination is in the best interests of the State of Texas.The termination will be effective on the date specified in HHSC's notice of termination. System Agency Contract No. 16-***-***-**** .11301s Page 8 of II 6.03 Termination for Cause The System Agency will have the right to terminate the Contract in whole or In part if the System Agency determines, at its sole discretion, that Local Government has materially breached the Contractor has failed to adhere to any laws,ordinances,rules,regulations or orders of any public authority having jurisdiction and such violation prevents or substantially impairs performance of Local Government's duties under the Contract. 6.04 Equitable Settlement Any early termination under this Article shall be subject to the equitable settlement of the respective interests of the Parties up to the date of termination. ARTICLE VII MISCELLANEOUS PROVISIONS 7.01 Technical Guidance Letters In the sole discretion of the System Agency,and in conformance with federal and state law,the System Agency may issue instructions.clarifications,or interpretations as may be required during Work performance in the form of a Technical Guidance Letter. A TGt.must be in writigg,and 1nav be delivered by regular mail.etgctro*mall.or facsimile transmission. Any TGL issued by the System Agency shall be incorporated into the Contract by reference herein for ail purposes when It is issued. 7.02 Survivability MI obligations and duties of the Local Government not fully performed as of the expiration or termination of this Contract will survive the expiration or termination of the Contract. 7.03 No Waiver Neither failure to enforce any provision of this Contract nor payment for services provided under it constitute waiver of any provision of the Contract. 7.04 Standard Terms and Conditions A. In the performance of this Contract,each Party shall comply with all applicable federal, state,and local laws,ordinances,and regulations. Each Party shall make itself familiar with and at all times shall observe and comply with all federal,state,and local laws, ordinances,and regulations that in any manner affect performance under this Contract. Each Party will be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. B. All records relevant to this Contract shall be retained for a minimum of seven(7)years. The period of retention begins at the date of final payment by the System Agency,or from the date of termination of the Contract,whichever is later. The period of retention shall be extended for a period reasonably necessary to complete an audit or to complete any administrative proceeding or litigation that may ensue. C. The System Agency shall own, and Local Government hereby assigns to the System Agency,all right,title,and interest in all tangible Work. D. Local Government shall keep and maintain under GAAP or GASB, as applicable, full, true,and complete records necessary to fully disclose to the System Agency,the Texas System Agency Contract No. 16-***-***-**** vrrsou Page 9of1I State Auditor's Office, the United States Government, and/or their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract and all state and federal rules,regulations,and statutes. E. This Contract and the rights and obligations of the Parties hereto shall be governed by, and construed according to,the laws of the State of Texas,exclusive of conflicts of law provisions. Venue of any suit brought under this Contract shall be in a court of competent jurisdiction in Travis County,Texas. Local Government irrevocably waives any objection,including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens,which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE SYSTEM AGENCY. F. If any provision contained in this Contract is held to be unenforceable by a court of law or equity,this Contract shall be construed as if such provision did not exist and the non- enforceability of such provision shall not be held to render any other provision or provisions of this Contract unenforceable. G. Except with respect to the obligation of payments under this Contract, if either of the Parties,after a good faith effort,is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God;any valid order,ride,or regulation of governmental authority,or similar events that are beyond the control of the affected Party (collectively referred to as a "Force Majeure"),then,while so prevented,the affected Party's obligation to comply with such covenant shall be suspended,and the affected Party shall not be liable for damages for failure to comply with such covenant. In any such event, the Party claiming Force Majeure shall promptly notify the other Party of the Force Majeure event In writing and, if possible,such notice shall set forth the extent and duration thereof. The Party claiming Force Majeure shall exercise due diligence to prevent,eliminate,or overcome such Force Majeure event where it is possible to do so and shall resume performance at the earliest possible date. However,if non-performance continues for more than thirty(30)days,the System Agency may terminate this Contract immediately upon written notification to Local Government. H. This Contract, its integrated Attachment(s),and any purchase order issued in conjunction with this Contract constitute the entire agreement of the Parties and are intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in such Attachment(s)and/or purchase order shall be harmonized with this Contract to the extent possible. Unless such integrated Attachment or purchase order specifically displays a mutual intent to amend a particular part of this Contract, general conflicts in language shall be construed consistently with the terms of this Contract. System Agency Contract No. I6-***_***_**** v113015 Page 10 of II I. Neither party shall assign or subcontract the whole nor any part of'the contract, including any right or duty required under It, without the other party's prior written consent. Any assignment made contrary to this shall be void. J. This Contract may be executed in any number of counterparts,each of which shall be an original,and all such counterparts shall together constitute but one and the same Contract. If the'Contract is not executed by the System Agency within thirty(30)days . of execution by the other Party,this Contract shall be null and void. . K. Pursuant to Chapter 2239 of the Texas Government Code entitled, "Self-Insurance by Governmental Units," Each Party is self-insured and, therefor, is not required to purchase insurance. REMAINDER OF THIS PACE INTENTIONALLY LEFT BLANK System Agency Contract No. 16-sas+s*_ata* .i i 3o is Page l I on! I ATTACHMENT C SUPPLEMENTAL&SPECIAL CONDITIONS SUPPLEMENTAL CONDITIONS THERE ARE NO SUPPLEMENTAL CONDITIONS FOR THIS CONTRACT THAT MODIFY THE HHS UNIFORM TERMS AND CONDITIONS SPECIAL,CONDITIONS Section 1.01 Notice of Legal Matter or Litigation. • Performing Agency shall notify the contract manager assigned to this Contract of any litigation or legal matter related to or affecting this Contract within seven calendar days of becoming aware of the litigation or legal matter. . Section L02 Notice of a Contract Action. Performing Agency shall notify their assigned contract manager assigned to the contract if Performing Agency has had any contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local,state or federal department or agency or entity; c. Date ofthe contract; d. Date of suspension or termination;and e. Contract or case reference number. Section 1.03 Notice of Bankruptcy. Performing Agency shall notify in writing their assigned contract manager assigned of its plan to seek bankruptcy protection within five days of such action by Performing Agency. Section 1.04 Notice of Criminal Activity and Disciplinary Actions. a. Perfbrming Agency shall immediately report in writing their contract manager when the Performing Agency has knowledge or reason to believe anythatli they or any person with ownership or controlling interest in the organization/business,or their agent,employee,subContractor or volunteer that is providing services under this Contract has engaged In any activity that: 1. Would constitute a criminal offense equal to or greater than a Class A misdemeanor;and 2. Reasonably would constitute grounds for disciplinary action by a state or federal regulatory authority;or 3. 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. b. Performing Agency shall not permit any person who engaged,or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed in writing by DSHS. Section 1.05 Performing Agency's Notification of Change of Contact Person or Key Personnel. Within ten days shall notify in writing the contract manager assigned to the Contract of any change enumerated in the Performing Agency's Contact Person or Key Personnel. Section 1.06 Disaster Services. In the event of a local,state,or federal emergency,including natural,man- made,criminal,terrorist,and/or bioterroristn events,declared as a state disaster by the Governor,or a federal disaster by the appropriate federal official,Perfornrtng Agency may be called upon to assist DSHS in providing the following services: v.03.102016 Page I ATTACHMENT C SUPPLEMENTAL&SPECIAL CONDITIONS a. Community evacuation; b. Health and medical assistance; c. Assessment of health and medical needs; d. Health surveillance; e. Medical care personnel; f. Health and medical equipment and supplies; • g. Patient evacuation; .h. in-hospital care and hospital facility status; i. Food,drug and medical device safety; J. worker health and safety; k. Mental health and substance abuse; I. Public health information; in. Vector control and veterinary services;and n. Victim identification and mortuary services. Section 1.07 Notice ore License Action. !' Performing Agency shall notify their contract manager of any action impacting its license to provide services under this Contract within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact Information of the local,state or federal department or agency or entity, c. Date of the license action;and d. License or case reference number. Section 1.08 Interim Extension Amendment. a. Prior to or on the expiration date of this Contract,the Parties agree that this Contract can be extended as provided under this Section. b. DSHSMHSC shall provide written notice of interim extension amendment to the Performing Agency under one of the following circumstances: I. Continue provision of services in response to a disaster declared by the governor,or 2. To ensure that services are provided to clients without interruption. c. DSHS will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. d. Performing Agency will provide and invoice for services in the same manner that is stated in the Contract. e. An interim extension under Section(bx I)above shall extend the term of the contract not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. f. An interim extension under Section(bX2)above shall be a one-time extension for a period of time determined by HHS/DSHS. Section 1.09 Electronic and Information Resources Accessibility and Security Standards a. Appliabl»ty. The following Electronic and information Resources(EIR)requirements apply to the Contract because the Performing Agency performs services tint include ER that DSHS employees are required or v.03.102016 Page 2 { • ATTACHMENT C SUPPLEMENTAL&SPECIAL CONDITIONS permitted to access or members of the public are required or permitted to access. This Section does not apply to incidental uses of EIR in the performance of the Agreement,unless the Parties agree that the EAR will become property of the State of Texas or will be used by HHSC's clients or recipients alter completion of the Agreement. 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. b. Definitions. For purposes of this Section: "AceessibRity Standards"means accessibility standards and specifications for Texas agency and institution of higher education websites and EIR set forth in 1 TAC Chapter 206 and/or Chapter 213. "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 telephones and other telecommunications products,information kiosks,transaction machines,Internet websites,multimedia resources,and office equipment,including copy machines and fax machines. "Electronic and Information Resources Accessibility Standards"means the accessibility standards for electronic and information resources contained in I Texas Administrative Code Chapter 213. "Product"means Information resources technology that is,or is related to EIR. "Web Site Accessibility Standards/Specifications"means standards contained in Volume 1 Tex,Admin. Code Chapter 206(c)Accessibility Requirements. Under Tex.Gov't Code Chapter 2054,Subchapter M,and implementing rules of the Texas Department of information Resources,DSHS must procure Products and services that comply with the Accessibility Standards when those Products are available in the commercial marketplace or when those Products are developed in response to a procurement solicitation.Accordingly,Performing Agency must provide electronic and information resources and associated Product documentation and technical support that comply with the Accessibility Standards. c. Evaluation,Testing,and Monitoring. I. DSHS may review,test,evaluate and monitor Performing Agency's Products and services,as well as associated documentation and technical support for compliance with the Accessibility Standards, E Review,testing,evaluation and monitoring may be conducted before and alter the award of a contract.Testing and monitoring may include user acceptance testing. Neither the review,testing(including acceptance testing),evaluation or monitoring of any Product or service,nor the absence of review,lasting,evaluation or monitoring,will result in a waiver of the State's t to contest the Performing Agency's assertion of compliance with the Accessibility 2. Performing Agency agrees to cooperate tinily 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. v.03.10.2016 Page 3 • ATfACLIMENT C SUPPLEMENTAL&SPECIAL CONDITIONS d. Representations and Warranties. I. Performing Agency 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 Agreement,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 ora DSHS client or recipient after the Contract expiration or termination,the Products will continue to comply with Accessibility Standards • after.the expiration or termination of the Contract Term,unless DSHS or its clients or recipients, as applicable,use the Products in a manner that renders it noncompliant. 2. In the event Performing Agency becomes aware,or is notified that the Product or service and associated documentation and technical support do not comply with the Accessibility Standards, Performing Agency 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 remediation,replacement,and upgrading of the Product or service,or providing a suitable substitute. 3. Performing Agency acknowledges and agrees that these representations and warranties are essential inducements on which DSHS relies in awarding this Contract. 4. Performing Agency's representations and warranties under this subsection will survive the termination or expiration of the Contract end will remain in full force and effect throughout the useful life of the Product. v.03.102016 Page 4 • ON9 Nnathet:404041007 Eepiraewn ale 011311201e ASSURANCES-NON-CONSTRUCTION PROGRAMS Public sporting burden for this collection of information Is estimated to average 15 minutes Instructions.searching data sources.gathering and maintaining response. time for collection llectio Infamalat.Sand comments regarding the burden estknafs taspect of this collection he daft needed,and completing information, rg and reviewing thug eelons of o reducing this burden.to the O18oe of Management end Budget,PPeepetwodc Reduction 4 including for Pratte O.Washington.DC20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. • NOTE Certain of these assurances may not be appy to our awarding icy.Further.certain Federaly emaya of program.If you have questions, a additionala contactuns If such Is the case.you will be notated agencies require u66 ts.to certify to assurances As the duly authorized representative of the applicant,t certify that the applicant: 1. Has the legal authority to apply for Federal assistance Act of 1973,as amended(29 U.S C.§794),which �anandutdIn9�n t.managerial and Bianchi ceprbNIy P on the basis of handicaps,(d) d ancien proper the non-Federal share the Age Discri mkatIon Ad of 1975,es amended(42 U of p coma cost) of the planning.�u S.C.0°101-0107),which profrb5�crImInatlon on and completion project described in this the bash of age;(e)the Drug Abuse Olice and Treatment Act of 1972(P.L 92.255),as amended, 2. Will the awarding agency,theComptrollerGeneralf elating to nondiscrimination on the bask of drug abuse; the Comprehensive Alcohol Abuse andof the United States and,u appropriate.the Stele, Alcoholism Pawntlon,Treatment and Rehabilitation through any authorized regreanb><vs,access to end Act of 1070 (P L 91-815),as amended, relating to the right to examine all records,books,papers,or . ation on the bash al alcohol abuse or documents related to the award;end will Modish ish a §§523 and 527 of the Pubic Health proper accounting system in accordance with generally Service Act of 1912(42 U.S.C.§§290 dd-3 and 290 accepted accounting standards or agency directives. ee.3).as amended, am and drug abuse patient a (h)Title Vit of the CM 3. WI establish safeguards to prohibit employees from Rights Act of 1965(42 U.S.C.§§3601 e1 mesa),as using their positions bra purpose that constitutes or amended,relating to nondiscriminetion in the sale, presents the appearance of personal or organizational rental or bancing of hong,(I)any other mild of Interest,or personal gain. nondis rknkwtlon provisions in the medic stable(s) 4. Will Mee and under which application for Federal assistance h being I tl 9 bane attar the work within the applicabie made cruet.(I)the requirements of any other mead of approvei of the wording noMiaimination astute(s)which may apply to the agency. application. 5. WIiO(rex l with�n�ove m of 7. YIAI comply.or its n d an sampled uniform the requiranhsrhb omen 11 and lI of the Unibnn standards tot merit systems for proprarns funded underRelocation Assistance and Real Properly Acquisition one of tib 19 statutes or regulations speeded In Paid.,Act of 1970(Pl.91-846)which provide for Apperhdbt A of OPIWa 8tarndands bra Merit System of fair and ebb treatment of persons dhpleced or Personnel Administration(5 C.F.R.900,Subpart F) o�acquimd e/hue rresult of Federal« ragvireenb 6 Wltl comply with a6 Federal statutesmistingb apply b Nerds In mai property acquired for (e)�� Include but are not lin tad toroject nags:deb of Federal participation in Act purcheses 58-352) which pmhbib dl sInhk u on the me drape color or national origin„(b)TIP.IX of the Education a Vet camp!(,U. C.§§15 -15 5 end orbs 4cif-tin Amendments of 1972,as amended(20 U.s.C.§§1551- %Hatch Aa(5 e p C.§§ac01-1506 and 7324-7326) 1553. and 1585.1656),which prohibits d cdmbetlon on grind Volt tie poetical cdtvltbs of enuP ed In hole the bash of sex;(e)Section 504 of the Rehebileation pini part activities am funded In whale or in pad rrlMr Federal bets Previous Edam U..er. Amherleod far Led Reproduction pp b 9. Will comply,as applicable,with the provisions of the Davis- 13. Witt assist the awarding agency in assuring compliance Bacon Act(40 U.S.C.§§278a to 276a-7),the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C.§278c and 18 U.S.C.§874),and the Contract Act of 1968,as amended(18 U.S.C.§470),EO 11593 Work Hours and Safety Standards Act(40 U.S.C.§§327- (iidentif+calion and 333),regarding labor standards for federally-assisted the Archaeological andmeFtistoricof hPreservap properties), construction subagreements, 1974(16 U.S.C.§§489a-1 et seq.). 10 Will comply,if applicable,with flood insurance purchase 14. Wil comply with P.L 93-348 regarding the protection of requirements of Section 102(a)of the Flood Disaster human subjects involved in research,development,and Protection Act of 1973(P.L 93-234)which requires related activities supported by this award of assistance. recipients in a special flood hazard area to participate In the program and to purchase flood insurance If the total cost of 15. Wil comply with the Laboratory Animal Welfare Act of Insurable construction and acquisition is$10,000 or more. 1986(P.L 89.544,as amended,7 U.S.C.§§2131 et 11. Wil!comply with environmental stseq.)pertaining to the care,handling,and treatment of andards which may be warm blooded animals held for research,teaching,or prescribed pursuant to the following:(a)institution of other activities supported by this award of assistance environmental quality control measures under the National Environmental Policy Act 011969(P.L 91-190)and 16. Will comply with the Lead-Based Paint Poisoning Executive Order(E0)11514;(b)notification of violating Prevention Act(42 U.S.C.§§4801 et seq.)which facilities pursuant to EO 11738;(c)protection of wetlands prohibits the use of lead-based paint In construction or pursuant to EO 11990;(d)evaluation of flood hazards in rehabilitation of residence structures. floodplain in accordance with EO 11988;(e)assurance of 17. WQI cause to be project consistency with the approved State management performed the required financial and programdeveloped under the Coastal Zone Management compliance audits In accordance with the Single Audit Act of 1972(18 U.S.C.§§1451 et seq.);(f)conformity of Ad Amarxfrtates,of 1996 and OMB Circular No.A-133, Federal actions to State(Clean Air)Implementation Plans 'Audits of SffitesLocal Governments,and Non-Profit under Section 176(c)of the Clean Ale Act of 1955,as Organizations." amended(42 U.S.C.§§7401 et seq.);(g)protection of 18. Will comply with all applicable requirements of all other underground sources of drinking water under the Safe Federal laws,executive orders, Drinking Water Act of 1974,as amended(P.L 93-523); regulations,and policies 9oveming this program and,(h)protection of endangered species under the Endangered Species Act of 1973,as amended(P,L 93- 19 Will comply with the requirements of Section 108(g)of ). the Trafficking Victims Protection Act(NPA)of 2000,as 12 WI comply with the Wild end Scenic Rivers Act of amended(22 U.S.C.7104)which prohibits grant award 1988(18 U S C §§1271 et seq)related to protecting foo ts a f ca ingsubin personsson from during(1)theEnperiod In severe components or potential components of the national forms of tra award is i in (2) the period of time wdd and scenic rivers system that the is in effect(2)Procuring a commercial sax ad during the period of time that the award is in effect or(3)Using forced labor in the performance of the award or subawanis under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE Ir e-5,774niaidey'l APPLICANT ORGANIZATION DATE SUBMITTED ,� l'orPu3 Chf1Pk; t,ze_cr5 Gyirb Pga] I Ia-2,2- Lb _ I Mandan!Fera 424a(Raw.747)Back CERTIFICATION REGARDING LOBBYING Certification for Contracts,Grants,Loans,and Cooperative Agreements The undersigned certifies,to the test of his or her knowledge and belief,that (1)No Federal appropriated funds have been paid or cull be paid,by or on behalf of the undersigned, person for Influencing or attempting to Influence an officer or to any Congress,en ofilcer or employeeof Congress, employee of an of Congress a Memberinconof or an employee of a Merrier of h connection with tin awarding of any Federal centrad,the making of any Federal grant.the making of any Federal can,the entering into of any cooperative agreement,and the eatenslon,Continuation,renewal,amendmen(,or modification of any Federal contract,grant,loan,or cooperative agreement (2)if any funds other than Federal appropriated funds have been paid or wit be paid to any person for Influencing or attempting to Influence an officer or employee of any agency,a Member of Congress,an after or employee of Congress,or en employee of a Member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard Fenn•U,L,"Disclosure of Lobbying Ache fes"in accordance with Its instructions (3)The undersigned shall require that the language of this certification be inckrded in the award documents for all subawarde at afi tiers(including subcontract,authgrarts,and contracts under grants,loans,and cooperative agreements)and that ail subrecpients shall certify and disclose accordingly This certification Is a materiel representation of fact upon which rellence was placed when this transaction was made or entered Into.5ubriesston of this certification Is a prerequisite for making or entering kilo this transaction imposed by section 1352,title 31,U.S.Code.Any person who fails to file the required cert lication shall be subject to a dui penalty of not less than 510,000 and not more than 5100.000 for each such failure Statement(or Loan Guarantees end Loan Insurance The undersigned stales,to the best of his or her knowledge and belief,that If any funds have been paid or wil be paid to arty person for influencing or attempting to Influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress h connection with this canvnitmert providing for the United States to insure or guarantee a loan,the undersigned Mal complete and submit Standard Fom,.LLL,"Disclosure of Lobbying Activities,'In accordance with is Instructions.Submission of this statement is a prerequisite for rnald g or entering Into this transaction imposed by section 1352,title 31,U.S Code.My person who fags to lie the required statement shall be subject to a civil penalty of not less than 510,000 and not more than 5100,000 for each such tatiure, •APPLICANTS ORGANIZATION Lat - •PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prellz( 1 •First Name:` Mac3le I Middle Name., C •Last Name:Mn Sufttr r , • :Kc't+ lf,ci •SIGNATURE: , •DATE • 144