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HomeMy WebLinkAboutC2017-238 - 8/8/2017 - Approved DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. 537-18-0289-00001 UNDER THE TEXAS EPIDEMIOLOGY CAPACITY EXPANSION GRANT PROGRAM I.PURPOSE The Department of State Health Services ("System Agency"), and Corpus Christi-Nueces County Public Health District (City) ("Grantee") (each a "Party" and collectively the "Parties") enter into the following grant contract to provide funding for Infectious Disease Surveillance and Epidemiology Activities (the"Contract"). II.LEGAL AUTHORITY This Contract is authorized by and in compliance with the provisions of Texas Government Code Chapter 791, and Chapters 12 and 121 of the Texas Health and Safety Code. • III.DURATION The Contract is effective on September 1, 2017 and terminates on August 31, 2019, unless renewed, extended, or terminated pursuant to the terms and conditions of the Contract. The System Agency, at its own discretion, may extend this Contract subject to terms and conditions mutually agreeable to both Parties. IV.BUDGET The total amount of this Contract will not exceed TWO HUNDRED FOUR THOUSAND EIGHT HUNDRED FIFTY-FIVE DOLLARS ($204,855.00). All expenditures under the Contract will be in accordance with ATTACHMENT B,BUDGET. Contractor is allocated ONE HUNDRED TWO THOUSAND FOUR HUNDRED TWENTY- EIGHT DOLLARS($102,428.00)from September 1, 2017 to August 31,2018. Contractor is allocated ONE HUNDRED Two THOUSAND FOUR HUNDRED TWENTY- SEVEN DOLLARS($102,427.00) from September 1, 2018 to August 31, 2019. Expenditures may not exceed the above allocated amounts within the specified timeframes. V.CONTRACT REPRESENTATIVES. The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. 2017-238 System Agency Contract No.537-18-0289-00001 Page 1 8/08/017 Ord. 031208 TX Dept of State Health Services INDEXED DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 System Agency The Department of State Health Services Attention: Sandy Clark 1100 West 49th Street Austin, TX 78756-4204 (512)776-2264 sandy.clarkAdshs.state.tx.us Grantee Corpus Christi-Nueces County Public Health District(City) Attention: Dante Gonzalez 1702 Home Rd. Corpus Christi,TX 78416 (361) 826-7323 danteg@cctexas.com VI. LEGAL NOTICES Any legal notice required under this Contract shall be deemed delivered when deposited by the System Agency either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required, to the appropriate address below: System Agency Department of State Health Services Attention: Lisa Hernandez • 1100 W. 49th Street,MC 1911 Austin,TX 78756 Grantee Corpus Christi-Nueces County Public Health District(City) Attention: William M.Uhlarik 1702 Home Rd. Corpus Christi,TX 78416 Notice given by Grantee will be deemed effective when received by the System Agency. Either Party may change its address for notice by written notice to the other Party. SIGNATURE PAGE FOLLOWS System Agency Contract No.537-18-0289-00001 Page 2 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No. 537-18-0289-00001 DEPARTMENT OF STATE HEALTH SERVICES GRANTEE DocuSigned by: Do cuSigned by: Fo.l.ri Ser. 1 A70JD85CC>_Sd 10Aregnn27e2rpn4n ... Annette Rodriguez Janna Zumbrun,M.S.S.W. Name: • Associate Commissioner of Disease Control And Prevention Title: Health Director 8/15/2017 1 8:49 AM CDT 8/14/2017 1 9:46 AM CDT Date of execution: Date of execution: THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No. 537-18-0289- 00001 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A—STATEMENT OF WORK ATTACHMENT B—BUDGET • ATTACHMENT C—UNIFORM TERMS AND CONDITIONS ATTACHMENT D—SPECIAL AND SUPPLEMENTAL CONDITIONS • ATTACHMENTS FOLLOW • • System Agency Contract No.537-18-0289-00001 Page 3 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56658F454219 SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT NO. 537-18-0289-00001 DEPARTMENT OF STATE HEALTH SERVICES GRANTEE 1)6 CtLy>N JannaZumbrun, M.S.S.W. Name: T� Associate Commissioner of Disease Control And Prevention Title: Date of execution: Date +f execution: THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO. 537-18-0289- 00001 ARE HEREBY INCORPORATED BY REFERENCE: ATTEST: E �J-66ff,( /4947h' ATTACHMENT A—STATEMENT OF WORK R BECCA HUERTA ATTACHMENT B—BUDGET CITY SECRETARY ATTACHMENT C—UNIFORM TERMS AND CONDITIONS ATTACHMENT D—SPECIAL AND SUPPLEMENTAL CONDITIONS ATTACHMENTS FOLLOW Approved as to tory ea.aI+� .1 'Ht�i ,I W , As .nt City '‘ii —Y Ili Fo Attorney -d...231F hIUt\14..i SY CUUNCIL..,..�„�. ! IIl, SECRET ar FAA WI System Agency Contract No.537-18-0289-00001 Page 3 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 ATTACHMENT A STATEMENT OF WORK I.GRANTEE RESPONSIBILITIES Grantee will: A. Perform surveillance and epidemiology activities for all notifiable conditions with an emphasis on those that can be reported through the National Electronic Disease Surveillance System (NEDSS) even if the Grantee does not use NEDSS for disease reporting. The NEDSS notifiable conditions can be found in the file named, "Program Areas in NBS Reportable Diseases 2016 .xlsx" at the website: http (\n. 1� .�l,fi, Mats t\ u,. ()9 PIIINDov I;R. IZcsvur�c B. Retain an Epidemiologists)dedicated to disease surveillance and epidemiology activities. The Epidemiologist(s)must have qualifications in epidemiology and infectious disease surveillance, preferably with a Masters of Public Health (MPH) degree or at least two years working experience as an Epidemiologist to perform and track the following deliverables; C. Conduct case and outbreak investigations with an emphasis on notifiable conditions reportable through NEDSS. The role of Epidemiologists includes conducting case and outbreak investigations,providing technical assistance/guidance to other agency staff(e.g. communicable disease nurses)conducting case and outbreak investigations,assessing the quality of surveillance data,performing analyzes on surveillance data,and preparation of situational updates for outbreaks; D. Ensure that preparedness activities include epidemiology and infectious disease surveillance. Activities may include planning and conducting preparedness exercises, providing technical assistance for community health assessments, development of community health improvement plans,and participating in Community Assessment for Public Health Emergency Response (CASPER - see http,. tt. N‘ ct1c11shcaspcl d�1uuIt htm); E. Provide epidemiology surge capacity to surrounding jurisdictions in the event of a major statewide or regional outbreak or disaster;as directed by emergency management officials and Department of State Health Services (DSHS); F. Assign the Epidemiologist(s)funded by this contract to attend the annual Epidemiology and Laboratory Capacity Epidemiology Workshop provided by the Emerging and Acute Infectious Disease Branch(EAIDB)or other EAIDB-approved substitute training.Grantee must include travel cost for this workshop in Austin in their budget request; G. Work with DSHS program management and epidemiologist subject matter experts (SMEs) during any on-site technical reviews and quality assurance visits conducted by DSHS to address possible gaps in disease surveillance and reporting; System Agency Contract No.537-18-0289-00001 v. 11.15.2016 Page 1 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 H. Ensure all Epidemiologist(s) funded by this contract, if not already a certified NEDSS user,attend DSHS training in Austin and complete certification within thirty(30)days of hire. Grantee must include travel cost for this training in Austin in their budget request; I. Follow the procedures and guidance contain in The Emerging and Acute Infectious Disease Guidelines (available at ,t :?�{i; t ��,� �� . �;ltiott (;Hid A ), when responding to disease reports from laboratories, health care providers, and other disease reporters such as school nurses and health care facility administrators; J. Attempt to administer one-hundred percent(100%)of EAIDB-requested questionnaires for which contact information is complete as soon as possible but no later than two (2)business days after receipt of request to administer questionnaire. Attempts to administer questionnaires related to the outbreaks and notifiable conditions must include at least one(1)attempt to contact case-patients after-hours if unable to contact during normal business hours after three(3)attempts; K. Administer, complete and submit at least seventy-five percent(75%) of questionnaires related to all pertinent case and outbreak investigations within five(5)business days after initial report and/or assignment by DSHS. Completed questionnaires include those in which the case-patient is contacted but refuses some or the entire questionnaire. Questionnaires for which no contact is made with case-patient do not constitute a completed interview; L. Submit completed questionnaires related to notifiable conditions and outbreak investigations to DSHS through a secure electronic method to the designated EAIDB epidemiologist or to fax number(512) 776-7616 no later than one(1)business day after completion of interview; M. Investigate and document at least seventy-five percent(75%)of risk behaviors and exposures information on select notifiable condition case investigations through NEDSS; N. Monitor the submission of required isolates for notifiable conditions reported through NEDSS. Ensure that at least ninety percent (90%) of these isolates or those related to outbreak investigations are submitted since they must be sent to the Laboratory Services Section,Texas Department of State Health Services,Austin,Texas or to another specified public health laboratory for confirmatory and/or molecular testing as designated by DSHS; 0. Investigate and document at least ninety percent(90%)of confirmed and probable notifiable conditions correctly and completely within thirty(30) days of initial report to public health in NEDSS in accordance with DSHS Emerging and Acute Infectious Disease Investigation Guidelines it l 9ttatIon In es40 2ltion-t illidauc .doc; System Agency Contract No.537-18-0289-00001 v. 11.15.2016 Page 2 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 P. Submit a monthly list of all reported clusters, outbreaks, and the information on investigation findings of theses clusters/outbreaks on the tracking sheet provided by DSHS. Reports are due on the 15th calendar day of each month beginning October 15, 2017.Each report must cover activities that occurred during the preceding month.Report due dates that fall on a weekend or holiday will be due the first business day after the 15th of the month. Submit the list via electronic mail to ar All reports should be clearly identified with the Contractor Name, Contract Number, IDCU/SUR, and the month that the report covers; Q. Complete and submit the DSHS form to report a vacancy whenever an Epidemiologist position retained on this Contract has become vacant or has been filled to 1.:A1[)(3 olsti ictgp ci,hh ty.us; R. Complete and submit the DSHS programmatic budget update form quarterly to Is a (1,,b,.,t tie.ty Li;; S. Participate in outbreak/cluster-related conference calls and responses relevant to the jurisdiction hosted by the Centers for Disease Control and Prevention(CDC)or DSHS; T. Participate in bi-monthly conference calls with the EAIDB to provide updates,progress reports, and other necessary communications; U. Assure and monitor the confidential treatment and transfer of confidential data provided by DSHS and confidential data provided to DSHS; V. Read the DSHS Contractor Financial Procedures Manual(CFPM) and work with DSHS staff regarding the management of funds received under this Contract. W. Submit all amendment and revision requests in writing to the Division Contract Management Unit at least ninety(90) days prior to the end of the term of this Contract; X. Assure and not supplant(i.e.,use funds from this Contract to replace or substitute existing funding from other sources that also support activities that are the subject of this Contract) but rather shall use funds from this Contract to supplement existing state or local funds currently available for a particular activity. Grantee must make a good faith effort to maintain its current level of support. Grantee may be required to submit documentation substantiating that a reduction in state or local funding,if any,resulted for reasons other than receipt or expected receipt of funding under this Contract. Vacant positions existing after sixty(60)days may result in a decrease in funds; and Y. Be subject to the following restrictions: without prior approval, Grantee may transfer money between budget categories and must provide the System Agency Contract Manager with prior notification of this transfer.No budget category transfer or cumulative transfers may exceed 25%of the total contract value or$100,000,whichever is less. If the budget transfer(s) exceeds $100,000, alone or cumulatively, prior written approval from the System Agency Contract No.537-18-0289-00001 v. 11.15.2016 Page 3 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 System Agency is required. If the budget transfer(s) exceeds 25% of the total contract value, alone or cumulatively, a formal contract amendment is required. Z. DSHS acknowledges that it is a"governmental entity"and not a"business entity"as those terms are defined in Tex. Gov't Code § 2252.908,and therefore,no disclosure of interested parties pursuant to Tex. Gov't Code Section 2252.908 is required. II. PERFORMANCE MEASURES The System Agency will monitor the Grantee's performance of the requirements in ATTACHMENT A and compliance with the Contract's terms and conditions. III.INVOICE AND PAYMENT A. Grantee will request payments using the State of Texas Purchase Voucher(Form B-13)at http://www.dshs.state.tx.us/grants/forms.shtm. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the addresses/number below. Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin, Texas 78714-9347 FAX: (512)776-7442 EMAIL: invoices@dshs.state.tx.us B. Grantee will be paid on a cost reimbursement basis and in accordance with the Budget in Attachment B of this Contract. System Agency Contract No.537-18-0289-00001 v. 11.15.2016 Page 4 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56858F454219 Attachment B Contract No. 537-18-0289-00001 Categorical Budget: PERSONNEL $139,200.00 FRINGE BENEFITS $57,517.00 TRAVEL $4,201.00 EQUIPMENT $0.00 SUPPLIES $2,237.00 CONTRACTUAL $0.00 OTHER $1,700.00 TOTAL DIRECT CHARGES $204,855.00 INDIRECT CHARGES $0.00 TOTAL $204,855.00 DSHS SHARE $204,855.00 CONTRACTOR SHARE $0.00 OTHER MATCH $0.00 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56658F454219 HHSC Uniform Terms and Conditions Version 2.14 Published and Effective: March 1,2017 Responsible Office:Chief Counsel • :• � `.,„to rjr E xAs V v 1i mss dor Health and Human Services + • i•-•••.a••••`, Health and Human Services Commission HHSC Uniform Terms and Conditions - Grant Version 2.14 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56658F454219 TABLE OF CONTENTS ARTICLE I.DEFINITIONS AND INTERPRETIVE PROVISIONS 4 1.01 Definitions 4 1.02 Interpretive Provisions 5 ARTICLE II Payment Methods and Restrictions 6 2.01 Payment Methods 6 2.02 Final Billing Submission 6 2.03 Financial Status Reports (FSRs) 7 2.04 Debt to State and Corporate Status 7 2.05 Application of Payment Due 7 2.06 Use of Funds 7 2.07 Use for Match Prohibited 7 2.08 Program Income 7 2.09 Nonsupplanting 8 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.01 Funding 8 3.02 No debt Against the State 8 3.03 Debt to State 8 3.04 Recapture of Funds 8 ARTICLE IV Allowable Costs and Audit Requirements 9 4.01 Allowable Costs. 9 4.02 Independent Single or Program-Specific Audit 10 4.03 Submission of Audit 10 Article V AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 10 5.01 General Affirmations 10 5.02 Federal Assurances 10 5.03 Federal Certifications 10 ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 11 6.01 Ownership 11 6.02 Intellectual Property 11 ARTICLE VII RECORDS,AUDIT,AND DISCLOSURE 11 7.01 Books and Records 11 7.02 Access to records,books, and documents 11 Grantee Uniform Terms and Conditions Page 2 of 19 v.3.1.17 • DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 7.03 Response/compliance with audit or inspection findings 12 7.04 SAO Audit 12 7.05 Confidentiality 12 7.06 Public Information Act 12 ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 12 8.01 Contract Management 12 8.02 Termination for Convenience 13 8.03 Termination for Cause 13 8.04 Equitable Settlement 13 ARTICLE IX MISCELLANEOUS PROVISIONS 13 9.01 Amendment 13 9.02 Insurance 13 9.03 Legal Obligations 14 9.04 Permitting and Licensure 14 9.05 Indemnity 14 9.06 Assignments 15 9.07 Relationship of the Parties 15 9.08 Technical Guidance Letters 15 9.09 Governing Law and Venue 16 9.11 Survivability 16 9.12 Force Majeure 16 9.13 No Waiver of Provisions 16 9.14 Publicity 16 9.15 Prohibition on Non-compete Restrictions 17 9.16 No Waiver of Sovereign Immunity 17 9.17 Entire Contract and Modification 17 9.18 Counterparts 17 9.19 Proper Authority 17 9.20 Employment Verification 17 9.21 Civil Rights 17 Grantee Uniform Terms and Conditions Page 3 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56858F454219 ARTICLE I.DEFINITIONS AND INTERPRETIVE PROVISIONS 1.01 Definitions As used in this Contract, unless the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amendment" means a written agreement, signed by the parties hereto, which documents changes to the Contract other than those permitted by Work Orders or Technical Guidance Letters, as herein defined. "Attachment" means documents, terms, conditions, or additional information physically added to this Contract following the Signature Document or included by reference, as if physically, within the body of this Contract. "Contract"means the Signature Document, these Uniform Terms and Conditions, along with any Attachments, and any Amendments, or Technical Guidance Letters that may be issued by the System Agency,to be incorporated by reference herein for all purposes if issued. "Deliverable" means the work product(s) required to be submitted to the System Agency including all reports and project documentation. "Effective Date" means the date agreed to by the Parties as the date on which the Contract takes effect. "System Agency"means HHSC or any of the agencies of the State of Texas that are overseen by HHSC under authority granted under State law and the officers, employees, and designees of those agencies. These agencies include: the Department of Aging and Disability Services, the Department of Family and Protective Services, and the Department of State Health Services. "Federal Fiscal Year" means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP"means Generally Accepted Accounting Principles. "GASB"means the Governmental Accounting Standards Board. "Grantee"means the Party receiving funds under this Contract, if any. May also be referred to as "Contractor" in certain attachments. "Health and Human Services Commission" or "HHSC" means the administrative agency established under Chapter 531, Texas Government Code or its designee. "HUB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas Government Code. "Intellectual Property" means inventions and business processes, whether or not patentable; works of authorship; trade secrets; trademarks; service marks; industrial designs; and creations Grantee Uniform Terms and Conditions Page 4 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56658F454219 that are subject to potential legal protection incorporated in any Deliverable and first created or developed by Grantee, Grantee's contractor or a subcontractor in performing the Project. "Mentor Protégé" means the Comptroller of Public Accounts' leadership program found at: http://www.window.state.tx.us/procurement/prog/hub/mentorprotege/. "Parties"means the System Agency and Grantee, collectively. "Party"means either the System Agency or Grantee, individually. "Program" means the statutorily authorized activities of the System Agency under which this Contract has been awarded. "Project"means specific activities of the Grantee that are supported by funds provided under this Contract. "Public Information Act"or"PIA"means Chapter 552 of the Texas Government Code. "Statement of Work" means the description of activities performed in completing the Project, as specified in the Contract and as may be amended. "Signature Document" means the document executedby both Parties that specifically sets forth all of the documents that constitute the Contract. "Solicitation or "RFA"" means the document issued by the System Agency under which applications for Program funds were requested, which is incorporated herein by reference for all purposes in its entirety, including all Amendments and Attachments. "Solicitation Response" or "Application" means Grantee's full and complete response to the Solicitation, which is incorporated herein by reference for all purposes in its entirety, including any Attachments and addenda. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Textravel" means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22,relative to travel reimbursements under this Contract, if any. "Technical Guidance Letter" or "TGL" means an instruction, clarification, or interpretation of the requirements of the Contract, issued by the System Agency to the Grantee. 1.02 Interpretive Provisions a. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. b. The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision, section, Attachment, or schedule of this Contract unless otherwise specified. c. The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Contract, (i) references to contracts (including this Contract) and other contractual instruments shall be deemed to include all subsequent Grantee Uniform Terms and Conditions Page 5 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56658F454219 Amendments and other modifications thereto, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Contract, and(ii)references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. d. Any references to "sections," "appendices," or "attachments" are references to sections, appendices, or attachments of the Contract. e. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Contract are references to these documents as amended, modified, or supplemented from time to time during the term of the Contract. f. The captions and headings of this Contract are for convenience of reference only and do not affect the interpretation of this Contract. g. All Attachments within this Contract, including those incorporated by reference, and any Amendments are considered part of the terms of this Contract. h. This Contract may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative and each will be performed in accordance with its terms. i. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver will be deemed modified by the phrase"in its sole discretion." j. Time is of the essence in this Contract. ARTICLE II PAYMENT METHODS AND RESTRICTIONS 2.01 Payment Methods Except as otherwise provided by the provisions of the Contract, the payment method will be one or more of the following: a. cost reimbursement. This payment method is based on an approved budget and submission of a request for reimbursement of expenses Grantee has incurred at the time of the request; b. unit rate/fee-for-service. -This payment method is based on a fixed price or a specified rate(s) or fee(s) for delivery of a specified unit(s) of service and acceptable submission of all required documentation, forms and/or reports; or c. advance payment. This payment method is based on disbursal of the minimum necessary funds to carry out the Program or Project where the Grantee has implemented appropriate safeguards. This payment method will only be utilized in accordance with governing law and at the sole discretion of the System Agency. Grantees shall bill the System Agency in accordance with the Contract. Unless otherwise specified in the Contract, Grantee shall submit requests for reimbursement or payment monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.02 Final Billing Submission Unless otherwise provided by the System Agency, Grantee shall submit a reimbursement or payment request as a final close-out invoice not later than forty-five (45) calendar days following Grantee Uniform Terms and Conditions Page 6 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 the end of the term of the Contract. Reimbursement or payment requests received in the System Agency's offices more than forty-five (45) calendar days following the termination of the Contract may not be paid. 2.03 Financial Status Reports (FSRs) Except as otherwise provided in these General Provisions or in the terms of any Program Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets, Grantee shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Program Attachment term for System Agency review and financial assessment. Grantee shall submit the final FSR no later than forty-five (45) calendar days following the end of the applicable term. 2.04 Debt to State and Corporate Status Pursuant to Tex. Gov. Code § 403.055, the Department will not approve and the State Comptroller will not issue payment to Grantee if Grantee is indebted to the State for any reason, including a tax delinquency. Grantee, if a corporation, certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law (Tex. Tax Code §§ 171.001 et seq.). If tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Grantee's delinquent tax is paid in full. 2.05 Application of Payment Due Grantee agrees that any payments due under this Contract will be applied towards any debt of Grantee, including but not limited to delinquent taxes and child support that is owed to the State of Texas. 2.06 Use of Funds Grantee shall expend funds provided under this Contract only for the provision of approved services and for reasonable and allowable expenses directly related to those services. 2.07 Use for Match Prohibited Grantee shall not use funds provided under this Contract for matching purposes in securing other funding without the written approval of the System Agency. 2.08 Program Income Income directly generated from funds provided under this Contract or earned only as a result of such funds is Program Income. Unless otherwise required under the Program, Grantee shall use the addition alternative, as provided in UGMS § _.25(g)(2), for the use of Project income to further the Program, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report this income in accordance with the Contract, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Contract term and may not carry Program Income forward to any succeeding term. Grantee shall refund program income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding levels, in part, upon Grantee's proficiency in identifying, billing, collecting, and reporting Program Income, and in using it for the purposes and under the conditions specified in this Contract. Grantee Uniform Terms and Conditions Page 7 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-561358F454219 2.09 Nonsupplanting Grantee shall not use funds from this Contract to replace or substitute for existing funding from other but shall use funds from this Contract to supplement existing state or local funds currently available. Grantee shall make a good faith effort to maintain its current level of support. Grantee may be required to submit documentation substantiating that a reduction in state or local funding, if any, resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE III. STATE AND FEDERAL FUNDING 3.01 Funding This Contract is contingent upon the availability of sufficient and adequate funds. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or agencies, amendment of the Texas General Appropriations Act, agency consolidation, or any other disruptions of current funding for this Contract, the System Agency may restrict, reduce, or terminate funding under this Contract. This Contract is also subject to immediate cancellation or termination, without penalty to the System Agency, if sufficient and adequate funds are not available. Grantee will have no right of action against the System Agency if the System Agency cannot perform its obligations under this Contract as a result of lack of funding for any activities or functions contained within the scope of this Contract. In the event of cancellation or termination under this Section, the System Agency will not be required to give notice and will 'not be liable for any damages or losses caused or associated with such termination or cancellation. 3.02 No debt Against the State The Contract will not be construed as creating any debt by or on behalf of the State of Texas. 3.03 Debt to State If a payment law prohibits the Texas Comptroller of Public Accounts from making a payment, the Grantee acknowledges the System Agency's payments under the Contract will be applied toward eliminating the debt or delinquency. This requirement specifically applies to any debt or delinquency,regardless of when it arises. _ 3.04 Recapture of Funds The System Agency may withhold all or part of any payments to Grantee to offset overpayments made to the Grantee. Overpayments as used in this Section include payments (i) made by the System Agency that exceed the maximum allowable rates; (ii)that are not allowed under applicable laws, rules, or regulations; or (iii) that are otherwise inconsistent with this Contract, including any unapproved expenditures. Grantee understands and agrees that it will be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Contract. Grantee further understands and agrees that reimbursement of such disallowed costs will be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Contract. Grantee Uniform Terms and Conditions Page 8 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56658F454219 ARTICLE IV ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.01 Allowable Costs. System Agency will reimburse the allowable costs incurred in performing the Project that are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. The System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. If the System Agency has paid funds to Grantee for unallowable or ineligible costs,the System Agency will notify Grantee in writing, and Grantee shall return the funds to the System Agency within thirty (30) calendar days of the date of this written notice. The System Agency may withhold all or part of any payments to Grantee to offset reimbursement for any unallowable or ineligible expenditure that Grantee has not refunded to the System Agency, or if financial status report(s)required under the Financial Status Reports section are not submitted by the due date(s). The System Agency may take repayment (recoup) from funds available under this Contract in amounts necessary to fulfill Grantee's repayment obligations. Applicable cost principles, audit requirements, and administrative requirements include- Applicable Entity Applicable Cost Audit Administrative Principles Requirements Requirements State, Local and 2 CFR, Part 225 2 CFR Part 200, 2 CFR Part 200 and Tribal Governments Subpart F and UGMS UGMS Educational 2 CFR, Part 220 2 CFR Part 200, 2 CFR Part 200 and Institutions Subpart F and UGMS UGMS Non-Profit 2 CFR,Part 230 2 CFR Part 200, 2 CFR Part 200 and Organizations Subpart F and UGMS UGMS For-profit 48 CFR Part 31, 2 CFR Part 200, 2 CFR Part 200 and Organization other Contract Cost Subpart F and UGMS than a hospital and an Principles UGMS organization named in Procedures, or OMB Circular A-122 uniform cost (2 CFR Part, 230) as accounting not subject to that standards that circular. comply with cost principles acceptable to the federal or state awarding agency Grantee Uniform Terms and Conditions Page 9 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.02 Independent Single or Program-Specific Audit If Grantee,within Grantee's fiscal year, expends a total amount of at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000)in federal funds awarded, Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200. The $750,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Grantee, within Grantee's fiscal year, expends a total amount of at least$750,000 in state funds awarded, Grantee must have a single audit or program-specific audit in accordance with UGMS, State of Texas Single Audit Circular. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and UGMS. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or UGMS, as applicable, for their program-specific audits.HHSC Single Audit Services will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the Single Audit Determination Form within thirty(30) calendar days after notification by HHSC Single Audit Services to do so, Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with this Contract. Each Grantee that is required to obtain a single audit mustcompetitively re- • procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS. 4.03 Submission of Audit Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year, Grantee shall submit electronically, one copy of the Single Audit or Program-Specific Audit to the System Agency as directed in this Contract and another copy to: single_audit_report@hhsc.state.tx.us ARTICLE V AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 5.01 General Affirmations Grantee certifies that, to the extent General Affirmations are incorporated into the Contract under the Signature Document, the General Affirmations have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.02 Federal Assurances Grantee further certifies that, to the extent Federal Assurances are incorporated into the Contract under the Signature Document, the Federal Assurances have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.03 Federal Certifications Grantee further certifies, to the extent Federal Certifications are incorporated into the Contract under the Signature Document, that the Federal Certifications have been reviewed, and that Grantee is in compliance with each of the requirements reflected therein. In addition, Grantee certifies that it is in compliance with all applicable federal laws, rules, or regulations, as they may pertain to this Contract. Grantee Uniform Terms and Conditions Page 10 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 6.01 Ownership The System Agency will own, and Grantee hereby assigns to the System Agency, all right, title, and interest in all Deliverables. 6.02 Intellectual Property a. The System Agency and Grantee will retain ownership, all rights, title, and interest in and to, their respective pre-existing Intellectual Property. A license to either Party's pre-existing Intellectual Property must be agreed to under this or another contract. b. Grantee grants to the System Agency and the State of Texas a royalty-free, paid up, worldwide,perpetual,non-exclusive,non-transferable license to use any Intellectual Property invented or created by Grantee, Grantee's contractor, or a subcontractor in the performance of the Project. Grantee will require its contractors to grant such a license under its contracts. ARTICLE VII RECORDS,AUDIT,AND DISCLOSURE 7.01 Books and Records Grantee will keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office, the United States Government, and their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract and all state and federal rules, regulations, and statutes. Unless otherwise specified in this Contract, Grantee will maintain legible copies of this Contract and all related documents for a minimum of seven (7) years after the termination of the contract period or seven (7) years after the completion of any litigation or dispute involving the Contract,whichever is later. 7.02 Access to records,books, and documents In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors will permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, unrestricted access to and the right to examine any site where business is conducted or Services are performed, and all records, which includes but is not limited to financial, client and patient records, books, papers or documents related to this Contract. If the Contract includes federal funds, federal agencies that will have a right of access to records as described in this section include: the federal agency providing the funds, the Comptroller General of the United States, the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that will have a right of access to records as described in this section include: the System Agency, HHSC, HHSC's contracted examiners, the State Auditor's Office, the Texas Attorney General's Office, and any successor agencies. Each of these entities may be a duly authorized authority. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of investigation or hearing, Grantee will produce original documents related to this Contract. The System Agency and any duly authorized authority will have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Grantee will include this provision concerning Grantee Uniform Terms and Conditions Page 11 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 the right of access to, and examination of, sites and information related to this Contract in any Subcontract it awards. 7.03 Response/compliance with audit or inspection findings a. Grantee must act to ensure its and its Subcontractor's compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Contract and the goods or services provided hereunder. Any such correction will be at Grantee or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance will be solely the decision of.the System Agency. b. As part of the Services, Grantee must provide to HHSC upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the Services and Deliverables provided to the State under the Contract. 7.04 SAO Audit Grantee understands that acceptance of funds directly under the Contract or indirectly through a Subcontract under the Contract acts as acceptance of the authority of the State Auditor's Office (SAO), or any successor agency, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the SAO must provide the SAO with access to any information the SAO considers relevant to the investigation or audit. Grantee agrees to cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested. Grantee will ensure that this clause concerning the authority to audit funds received indirectly by Subcontractors through Grantee and the requirement to cooperate is included in any Subcontract it awards. 7.05 Confidentiality Any specific confidentiality agreement between the Parties takes precedent over the terms of this section. To the extent permitted by law, Grantee agrees to keep all information confidential, in whatever form produced, prepared, observed, or received by Grantee. The provisions of this section remain in full force and effect following termination or cessation of the services performed under this Contract. 7.06 Public Information Act Information related to the performance of this Contract may be subject to the PIA and will be withheld from public disclosure or released only in accordance therewith. Grantee must make all information not otherwise excepted from disclosure under the PIA available in portable document file (".pdf') format or any other format agreed between the Parties. ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 8.01 Contract Management To ensure full performance of the Contract and compliance with applicable law, the System Agency may take actions including: a. Suspending all or part of the Contract; Grantee Uniform Terms and Conditions Page 12 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 b. Requiring the Grantee to take specific corrective actions in order to remain in compliance with term of the Contract; c. Recouping payments made to the Grantee found to be in error; d. Suspending, limiting, or placing conditions on the continued performance of the Project; e. Imposing any other remedies authorized under this Contract; and f. Imposing any other remedies, sanctions or penalties permitted by federal or state statute, law, regulation, or rule. 8.02 Termination for Convenience The System Agency may terminate the Contract at any timewhen, in its sole discretion, the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in HHSC's notice of termination. 8.03 Termination for Cause Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Contract, in whole or in part,upon either of the following conditions: a. Material Breach The System Agency will have the right to terminate the Contract in whole or in part if the System Agency determines, at its sole discretion, that Grantee has materially breached the Contract or has failed to adhere to any laws, ordinances, rules,regulations or orders of any public authority having jurisdiction and such violation prevents or substantially impairs performance of Grantee's duties under the Contract. Grantee's misrepresentation in any aspect of Grantee's Solicitation Response, if any or Grantee's addition to the Excluded Parties List System (EPLS) will also constitute a material breach of the Contract. b. Failure to Maintain Financial Viability The System Agency may terminate the Contract if, in its sole discretion, the System Agency has a good faith belief that Grantee no longer maintains the financial viability required to complete the Services and Deliverables, or otherwise fully perform its responsibilities under the Contract. 8.04 Equitable Settlement Any early termination under this Article will be subject to the equitable settlement of the respective interests of the Parties up to the date of termination. ARTICLE IX MISCELLANEOUS PROVISIONS 9.01 Amendment The Contract may only be amended by an Amendment executed by both Parties. 9.02 Insurance Unless otherwise specified in this Contract, Grantee will acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee will provide evidence of insurance as required Grantee Uniform Terms and Conditions Page 13 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 under this Contract, including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee will secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. These and all other insurance requirements under the Contract apply to both Grantee and its Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 9.03 Legal Obligations Grantee will comply with all applicable federal, state, and local laws, ordinances, and regulations, including all federal and state accessibility laws relating to direct and indirect use of information and communication technology. Grantee will be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. In addition to any other act or omission that may constitute a material breach of the Contract, failure to comply with this Section may also be a material breach of the Contract. 9.04 Permitting and Licensure At Grantee's sole expense, Grantee will procure and maintain for the duration of this Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or Services required by this Contract. Grantee will be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee agrees to be responsible for payment of any such government obligations not paid by its contactors or subcontractors during performance of this Contract. 9.05 Indemnity To THE EXTENT ALLOWED BY LAW, GRANTEE WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS AND ITS OFFICERS AND EMPLOYEES, AND THE SYSTEM AGENCY AND ITS OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS, DEMANDS, PROCEEDINGS, COSTS, DAMAGES, AND LIABILITIES, INCLUDING ATTORNEYS' FEES AND COURT COSTS ARISING OUT OF,OR CONNECTED WITH,OR RESULTING FROM: a. GRANTEE'S PERFORMANCE OF THE CONTRACT, INCLUDING ANY NEGLIGENT ACTS OR OMISSIONS OF GRANTEE, OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT;OR b. ANY BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD, RULE, OR BREACH OF CONTRACT BY GRANTEE, ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE,OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE,IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR C. EMPLOYMENT OR ALLEGED EMPLOYMENT, INCLUDING CLAIMS OF DISCRIMINATION AGAINST GRANTEE,ITS OFFICERS,OR ITS AGENTS;OR Grantee Uniform Terms and Conditions Page 14 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56658F454219 d. WORK UNDER THIS CONTRACT THAT INFRINGES OR MISAPPROPRIATES ANY RIGHT OF ANY THIRD PERSON OR ENTITY BASED ON COPYRIGHT, PATENT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS. GRANTEE WILL COORDINATE ITS DEFENSE WITH THE SYSTEM AGENCY AND ITS COUNSEL. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING SOLELY FROM THE GROSS NEGLIGENCE OF THE SYSTEM AGENCY OR ITS EMPLOYEES. THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS CONTRACT. 9.06 Assignments Grantee may not assign all or any portion of its rights under, interests in, or duties required under this Contract without prior written consent of the System Agency, which may be withheld or granted at the sole discretion of the System Agency. Except where otherwise agreed in writing by the System Agency, assignment will not release Grantee from its obligations under the Contract. Grantee understands and agrees the System Agency may in one or more transactions assign, pledge, or transfer the Contract. This assignment will only be made to another State agency or a non-state agency that is contracted to perform agency support. 9.07 Relationship of the Parties Grantee is, and will be, an independent contractor and, subject only to the terms of this Contract, will have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create for the System Agency any liability whatsoever with respect to the indebtedness, liabilities, and obligations of Grantee or any other Party. Grantee will be solely responsible for, and the System Agency will have no obligation with respect to: a. Payment of Grantee's employees for all Services performed; b. Ensuring each of its employees, agents, or Subcontractors who provide Services or Deliverables under the Contract are properly licensed, certified, or have proper permits to perform any activity related to the Work; c. Withholding of income taxes,FICA,or any other taxes or fees; d. Industrial or workers' compensation insurance coverage; e. Participation in any group insurance plans available to employees of the State of Texas; f. Participation or contributions by the State to the State Employees Retirement System; g. Accumulation of vacation leave or sick leave; or h. Unemployment compensation coverage provided by the State. 9.08 Technical Guidance Letters In the sole discretion of the System Agency, and in conformance with federal and state law, the System Agency may issue instructions, clarifications, or interpretations as may be required during Work performance in the form of a Technical Guidance Letter. A TGL must be in Grantee Uniform Terms and Conditions Page 15 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 writing, and may be delivered by regular mail, electronic mail, or facsimile transmission. Any TGL issued by the System Agency will be incorporated into the Contract by reference herein for all purposes when it is issued. 9.09 Governing Law and Venue This Contract and the rights and obligations of the Parties hereto will be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit brought under this Contract will be in a court of competent jurisdiction in Travis County, Texas unless otherwise elected by the System Agency. Grantee irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. 9.10 Severability If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract will be construed as if such provision did not exist and the non- enforceability of such provision will not be held to render any other provision or provisions of this Contract unenforceable. 9.11 Survivability Termination or expiration of this Contract or a Contract for any reason will not release either party from any liabilities or obligations in this Contract that the parties have expressly agreed will survive any such termination or expiration,remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration, including maintaining confidentiality of information and records retention. 9.12 Force Majeure Except with respect to the obligation of payments under this Contract, if either of the Parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, rule, or regulation of governmental authority; or similar events that are beyond the control of the affected Party (collectively referred to as a "Force Majeure"), then, while so prevented, the affected Party's obligation to comply with such covenant will be suspended, and the affected Party will not be liable for damages for failure to comply with such covenant. In any such event, the Party claiming Force Majeure will promptly notify the other Party of the Force Majeure event in writing and, if possible, such notice will set forth the extent and duration thereof 9.13 No Waiver of Provisions Neither failure to enforce any provision of this Contract nor payment for services provided under it constitute waiver of any provision of the Contract. 9.14 Publicity Except as provided in the paragraph below, Grantee must not use the name of, or directly or indirectly refer to, the System Agency, the State of Texas, or any other State agency in any media release, public announcement, or public disclosure relating to the Contract or its subject Grantee Uniform Terms and Conditions Page 16 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56658F454219 matter, including in any promotional or marketing materials, customer lists, or business presentations. Grantee may publish, at its sole expense, results of Grantee performance under the Contract with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 9.15 Prohibition on Non-compete Restrictions Grantee will not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements that would limit or restrict such persons or entities from employment or contracting with the State of Texas. 9.16 No Waiver of Sovereign Immunity Nothing in the Contract will be construed as a waiver of sovereign immunity by the System Agency. 9.17 Entire Contract and Modification The Contract constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof Any additional or conflicting terms in any future document incorporated into the Contract will be harmonized with this Contract to the extent possible by the System Agency. 9.18 Counterparts This Contract may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Contract. 9.19 Proper Authority Each Party hereto represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. Any Services or Work performed by Grantee before this Contract is effective or after it ceases to be effective are performed at the sole risk of Grantee with respect to compensation. 9.20 Employment Verification Grantee will confirm the eligibility of all persons employed during the contract term to perform duties within Texas and all persons, including subcontractors, assigned by the contractor to perform work pursuant to the Contract. 9.21 Civil Rights a. Grantee agrees to comply with state and federal anti-discrimination laws, including: 1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); 2. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); 3. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.); 4. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); 5. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); 6. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and Grantee Uniform Terms and Conditions Page 17 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56658F454219 7. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Agreement. Grantee agrees to comply with all amendments to the above-referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability, political beliefs, or religion, be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. b. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15, prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information, both orally and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs,benefits, and activities. c. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: http://hhscx.hhsc.texas.gov/system-support- services/civil-rights/publications d. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. e. Upon request, Grantee will provide HHSC Civil Rights Office with copies of all of the Grantee's civil rights policies and procedures. f. Grantee must notify HHSC's Civil Rights Office of any civil rights complaints received relating to its performance under this Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51St Street, Mail Code W206 Austin,Texas 78751 Phone Toll Free: (888)388-6332 Phone: (512)438-4313 Grantee Uniform Terms and Conditions Page 18 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 TTY Toll Free: (877)432-7232 Fax: (512)438-5885. Grantee Uniform Terms and Conditions Page 19 of 19 v.3.1.17 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56B58F454219 ATTACHMENT D SUPPLEMENTAL CONDITIONS THERE ARE NO SUPPLEMENTAL CONDITIONS FOR THIS CONTRACT THAT MODIFY THE HHS UNIFORM TERMS AND CONDITIONS SPECIAL CONDITIONS SECTION 1.01 NOTICE OF CONTRACT ACTION Grantee shall notify their assigned contract manager if Grantee has had any contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; c. Date of the contract; d. Date of suspension or termination; and e. Contract or case reference number. SECTION 1.02 NOTICE OF BANKRUPTCY Grantee shall notify in writing its assigned contract manager of its plan to seek bankruptcy protection within five days of such action by Grantee. SECTION 1.03 NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS a. Grantee shall immediately report in writing to their contract manager when Grantee has knowledge or any reason to believe that they or any person with ownership or controlling interest in the organization/business, or their agent, employee, contractor or volunteer that is providing services under this Contract has: 1. Engaged in any activity that could constitute a criminal offense equal to or greater than a Class A misdemeanor or grounds for disciplinary action by a state or federal regulatory authority; or 2. Been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any fmancial matter, federal or state program or felony sex crime. b. Grantee shall not permit any person who engaged, or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services or have direct contact with clients, unless otherwise directed in writing by the System Agency. v. 11.15.2016 Page 1 DocuSign Envelope ID:99AE7DFA-55BD-4F2F-AEF9-56858F454219 SECTION 1.04 GRANTEE'S NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL The Grantee shall notify in writing their contract manager assigned within ten days of any change to the Grantee's Contact Person or Key Personnel. v. 11.15.2016 Page 2 Docu ■sEcuRco Certificate Of Completion Envelope Id:99AE7DFA55BD4F2FAEF956B58F454219 Status:Completed Subject:$204,855;DSHS Contract No.537-18-0289-00001;Corpus Christi;DCPS-IDCU-SUR Source Envelope: Document Pages:44 Signatures:2 Envelope Originator: Supplemental Document Pages:0 Initials:0 Marguerite St Germain Certificate Pages:3 AutoNav:Enabled Payments:0 1860 Michael Faraday Dr Envelopeld Stamping:Enabled Reston,VA 20190 Time Zone:(UTC-06:00)Central Time(US& marguerite.stgermain@hhsc.state.tx.us Canada) IP Address: 167.137.1.17 Record Tracking Status:Original Holder:Marguerite St Germain Location:DocuSign 5/3/2017 11:42 PM marguerite.stgermain@hhsc.state.tx.us Signer Events Signature Timestamp Rosalyn Lazare-Payne Completed Sent:5/16/2017 I 3:34 PM rosalyn.lazare-payne@hhsc.state.tx.us Viewed:5/17/2017 1 8:17 AM Texas Health and Human Services Commission Signed:5/17/2017 1 8:17 AM Security Level:Email,Account Authentication Using IP Address: 167.137.1.13 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Patty Melchior Completed Sent:5/17/2017 1 8:17 AM Patty.Melchior@dshs.state.tx.us Viewed:5/17/2017 1 11:20 AM Resource Director Signed:5/17/2017 1 11:21 AM Department State Health Services Using IP Address: 160.42.85.9 Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Joe James Completed Sent:5/17/2017 111:21 AM joe.james@hhsc.state.tx.us Viewed:5/19/2017 I 10:32 AM Texas Health and Human Services Commission Signed:5/19/2017 1 10:35 AM Security Level:Email,Account Authentication Using IP Address: 167.137.1.16 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Annette Rodriguez ,--Doao$1gnedby Sent:5/19/2017 I 10:36 AM annetter@cctexas.com AMe Pek1VICZ Resent:7/31/2017 1 1:46 PM Health Director �4Fcsos27a2cea< Viewed:6/11/2017 I 12:22 PM Security Level:Email,Account Authentication Signed:8/14/2017 1 9:46 AM (None) Using IP Address:64.201.138.24 Electronic Record and Signature Disclosure: Not Offered via DocuSign Bernie Rodriguez Completed Sent:8/14/2017 1 9:46 AM bernie.rodriguez@hhsc.state.tx.us Viewed:8/15/2017 1 8:28 AM Procurement Manager Signed:8/15/2017 1 8:28 AM Texas Health and Human Services Commission Using IP Address: 167.137.1.15 Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Janna Zumbrun ,—DocuSigned by Sent:8/15/2017 18:28 AM Janna.Zumbrun@dshs.state.tx.us d1�4 Q-- ^� Viewed:8/15/2017 I 8:49 AM Associate Commissioner for Disease Control and �1°303oescc 5416 Signed:8/15/2017 I 8:49 AM Prevention Texas Health and Human Services Commission Using IP Address: 160.42.85.8 Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Justin Davis COPIED Sent:5/16/2017 I 3:34 PM justin.davis@dshs.state.tx.us Department of State Health Services Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Amy Greene COPIED Sent:5/16/2017 I 3:34 PM amy.greene@hhsc.state.tx.us Contract Specialist V Texas Health and Human Services Commission Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sandy Clark COPIED Sent:5/17/2017 8:17 AM sandy.clark@dshs.state.tx.us Contract Manager Texas Health and Human Services Commission Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Susana Garcia COPIED Sent:5/17/2017 1 11:21 AM susana.garcia@dshs.state.tx.us Unit Director Texas Health and Human Services Commission Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp William M.Uhlarik COPIED Sent:5/19/2017(10:36 AM williamu2@cctexas.com Viewed:6/2/2017 I 4:26 PM Assistant Director of Public Health Corpus Christi-Nueces County P.H.D. Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign DSHS CMU Inbox COPIED Sent:8/15/2017 1 8:49 AM CMUContracts@dshs.texas.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/15/2017 1 8:49 AM Certified Delivered Security Checked 8/15/2017 1 8:49 AM Signing Complete Security Checked 8/15/2017 1 8:49 AM Completed Security Checked 8/15/2017 1 8:49 AM Payment Events Status Timestamps