HomeMy WebLinkAboutPR 15449: FY 2010 CONTRACT WITH DEPT. OF STATE HEALTH SERVICESMemorandum
City of Port Arthur, Texas
Health Department
TO: Stephen Fitzgibbons, City Manager
FROM: Yoshi D. Alexander, MBA-HCM, Health Director
DATE: August 18, 2009
SUBJECT: Proposed Resolution No. 15449
Contract Approval between the City of Port Arthur and the
Department of State Health Services RLSS-Local Public Health System
RECOMMENDATION
It is recommended that the City Council approve P.R. No. 15449, to approve the FY 2010
contract between the City of Port Arthur and the Department of State Health Services,
RLSS-Local Public Health System.
BACKGROUND
This contract renewal will allow the City's Health Department to continue a broad range
of essential public health services by improving and/or strengthening local public health
infrastructure through assessment, monitoring and evaluation of essential public health
services. The award is the same as FY 2010.
BUDGETARY AND FISCAL EFFECT
The total grant award is $206,811 for personnel, fringe benefits, supplies and travel.
STAFFING EFFECT
The grant funds 3 full-time employees and one contractor for the laboratory.
SUMMARY
The Health Department recommends the City Council's approval of P.R. No. 15449 to
approve the FY 2010 contract between the City of Port Arthur and the Department of
State Health Services, RLSS-Local Public Health System. This grant will allow the
Health Department to continue to provide a broad range of essential public health
services.
P. R. NO. 15449
S/18/09-yda
RESOLUTION NO.
A RESOLUTION APPROVING THE FY 2010 CONTRACT
BETWEEN THE CITY OF PORT ARTHUR AND THE
DEPARTMENT OF STATE HEALTH SERVICES, RLSS-
LOCAL PUBLIC HEALTH SYSTEM
WHEREAS, the contract between the City of Port Arthur and the Department of
State Health Services provides financial assistance to the Port Arthur City Health
Department to supplement the delivery of public health services; and,
WHEREAS, this contract renewal will allow the City's Health Department to
continue abroad range of essential public health services by improving and/or
strengthening local public health infrastructure through assessment, monitoring and
evaluation of essential public health services with a total grant awazd of $206,811.
NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF PORT ARTHUR:
Section 1. That, the facts and opinions in the preamble aze true and correct;
Section 2. That, the City Council of the City of Port Arthur hereby approves
the contract renewal between the City of Port Arthur and the Department of State Health
Services;
Section 3. That, the City Council deems it is in the best interest of the City to
approve and authorize the City Manager and the Director of the City's Health
Department to execute the contract between the Department of State Health Services and
P. R NO. 15449
Page 2 - 8/18/09
the City of Port Arthur, TX to continue this preventive health program as delineated in
Exhibit "A";
Section 4. That, a copy of the caption of this Resolution be spread upon the
Minutes of the City Council.
READ, ADOPTED, .Ai~ID APPROVED, this day of August 2009
A.D., at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the
following Vote:
AYES: Mayor:
Council members:
NOES:
Mayor
ATTEST:
Terri Hanks, City Secretary
APPROVED AS TO FORM:
~ ~
Mazk Sokolow, it~ ttorney ~ e,~,~ ~~ a Q,~~ ~
`a" 1
P. R. NO. 15449
Page 3 - 8/18/09
APPROVED FOR ADMINISTRATION:
Yoshi D. Alexander, MBA-HCM
irector of Health Services
Stephen Fitzgibbons, City Manager
EXHIBIT "A"
DEPARTMENT OF STATE HEALTH SERVICES
P~~E ,QF
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This contract, number 2010-032770 (Contract), is entered into by and between the Department
of Stale Health Services f DSHS or the Department), an agency of the State of Texas, and PORT
ARTHUR CITY HEALTH DEPARTMENT (Contractor), a Government Entity (collectively,
the Parties).
I. Purpose of the Contract DSHS agrees to purchase, and Contractor agrees to provide,
servues or goods to the eligible populations as described in the Program Attachments.
2. Total Amount of the Contract and Pa ment Methods . The total amount of this Contract
is $206.81 100 and the payment method(s) shall be as specified in the Program Attachments.
3. Fundine Oblieation This Contract is contingent upon the continued availability of funding.
If funds become unavailable through lack of appropriations, budget cuts, transfer of funds
between programs or health and human services agencies, amendment to the Appropriations Act,
health and human services agency consolidation, or any other distvptions of cunent appropriated
funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract.
4. Term of the Contract This Conuact begins on 09/01/2009 and ends on 08/31/2010. DSHS
has [he option, in its sole discretion, to renew the Contract as provided in each Program
Attachment. DSHS is not responsible for payment under this Contract before both parties have
signed the Contact or before the start date of the Contract, whichever is later.
5. Authority DSHS enters into this Contract under the authority of Health and Safety Code,
Chapter 1001.
6. Documents Formine Contract The Contract consists of the following:
a. Core Contract (this document)
b. Program Attachments:
2010-032770-00] RLSS-LOCAL PUBLIC HEALTH SYSTEM
c. Genera] Provisions (Sub-recipient)
d. Solicitation Document(s). N/A
e. Contractor's response(s) to the Solicitation Document(s). N/A
f. Exhibits attached.
Any changes made to the Contract, whether by edit or attachment, do not form part of the
Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein.
926.1& I
7. Conflictine Terms In the event of conflicting terms amrntg the documents forming this
Contract, the order of control is first the Core Contract, then [he Program Attachment(s), then the
General Provisions, then the Solicitation Document, if any, and then Conh'actor's response to the
Solicitation Document, if any.
8. Pa ~ee. The Parties agree that the following payee is entitled to receive payment for services
rendered by Contractor or eoods received under this Contract:
Name: PORT ARTHUR CITY HEALTH DEPT
Address: K~X%~fDf 449 Austin Avenue
PORT ARTHUR, TX 77640-6540
Vendor Identification Number: 1 746001 8 85001 1
9. Entire A reement. The Parties acknowledge [hat this Contract is the entire agreement of
the Parties and that there are no agreements or understandings, written or oral, between [hem
with respect to the subject matter of [his Conh'ac[, other than as set forth in this Contract.
By signing below, the Parties acknowledge that they have read the Contract and agree to its
terms, and [hat the persons whose signatures appear below have the requisite authority to execute
this Contract on behalf of the named party.
DEPART~1ENT OF STATE HEALTH SERVICES
PORT ARTHUR CITY HEALTH
DEPARTMENT
Signature of Authorized Official
Date
Bob Burnette, C.P.M.. CTPM
Director, Client Services Contracting Unit
1 l00 WEST 49TH STREET
AUSTIN, TEXAS 78756
(.513)458-7470
Bob.Burnette@dshsstate.tx.us
B y:_
Signature
Date
Stephen Fitzgibbons, City Manager
Printed Name and Title
P.O. Box 1089
Address
Port Arthur, TX 77641
City, State, Zip
409 983-8101
Telephone Number
fitzoibbons@oortarthur net
E-mail Address for Official Correspondence
9'_-trig-I
ZO10-032770-001
Categorical Budget:
PERSONNEL $131,678.00
FRINGE BENEFITS $66,695.00
TRAVEL $0.00
EQUIPMENT $0.00
SUPPLIES $0.00
CONTRACTUAL $8,438.00
OTHER $0.00
TOTAL DIRECT CHARGES $206,811.00
INDIRECT CHARGES $0.00
TOTAL $206,811.00
DSHS SHARE $206,811.00
CONTRACTOR SHARE $0.00
OTHER MATCH $0.00
Total reimbursements will not exceed $206,811.00
Financial status reports are due: 12/31/2009, 03/31/2010, 06/30/2010, 10/31/2010
Updmed nn J/1(1/?009
EXHIBIT A
Texas Department of State Health Services
Local Health Department: CITY OF PORT ARTHUR
FY 2010 Request for Local Public Health Services Funds
Project Service Delivery Plan
/nAicn(e in This plan hnM• requested Lncnl Porblic Heal!! Srernrcea LPNS) da+rraretp/it An+b! he rr.~d Inn rlAre.~ nshnAug~ ~t ;she~~n+ ~h ¢ssenlia! pnhlir• /ren/(h serrices. The plan slrnuld
include n brief Aescriplinn of the public henllh issnelr) nr pnblir henllh prngrmn In he nAArexseAhv [.Pf/S jnudeA.clnlf, mrAmensurnhle nbiedire(s) nuAnrliviliec jnr nAdreerreg llre iesnr. /.i.rl
ml(v pnhlir henllh issues/progrmns, nhjeclires nnAnclirities cnnArrr(eA and suppnr(eA!{Y I PHS fundeAstnff. L isl al lend one obieelive and subsegnrnl requireAinjnnnminn jnr cued pnblir
health issue or puAlic henllh program Ibal e•il! he addressed with These cnn(rnc! funds. The plnu mull nlsn Aescrihe n clear medrnA,lbr erolrmfinr• the ce sires Ihn/ mill he prrn'ir1eA. including
idenfificnlinn nja specific evnlunlinn slm+AarA, na well ns rernnunendnNan•s or plmes jnr iulprnving ccsentlnl pehlic health serrices Aefh•rrv hosed nn the reenlls q(fhe crnhmlion. Crrxrplele Idr
Inhle helnw fur egcG pnblir henllh issue nr puh/ic herthG prngrmn nddresseAbr LPNS undeAstn
,l~ jf pNnke ndditinnnl copies o/'aie (nhle ns neeAerl)
Public Health Issue: Briefly deserihe the public henllh issue m he nddresred. Number issues if nrnre Ihm+ one issue will he addressed.
1. Increased syphilis and other STD rates in south Jefferson County for the past 3 years.
2. The PAHD is the only local resource to monitor, educate and treat TB.
3. The PAHD is the public health liaison for epidemiology surveillance and disease control of reportable and communicable diseases.
4. Monitoring of local restaurants' compliance with applicable public health and safety laws will reduce the number of food-borne outbreaks.
5. A competent public health workforce is necessary for the provision of essential public health services.
sential Public Health Service(s): 1~isl the FPHS(s) Thal will he provided nr.crrpported with / PHS Cnalracl fuedr
1. Monitor the health status of individuals in the community to identify community health problems.
2. Diagnose and investigate community health problems and community health hazards.
3. Inform, educate, and empower the community with respect to health issues.
4. Enforce laws and rules that protect the public health and ensure safety in accordance with those laws and rules
5. Link individuals who have a need for community and personal he•dth sec
6. Ensure a competent workforce for the provision of essential public healthvservices ppropnate community and private providers.
~,,,
Vbjectiveis): List al lens/ nne mensurnh/e nbjec6ve /n be ndriered rvilh remurcee,frnrded r/rrnug/r U~is carlrncl. Number nll ohjeclires to mn/ch issue
being nddressed. Ex: 1./, 7.2, 2.1, 2.2, etc.)
I. I During FY10, diagnose, treat. and counsel individuals presenting for STD services.
I? During FY10. collaborate with local task force to address STD issues and increase awareness.
2. I During FY10, offer diagnosis, treatment, counseling and referral for TB services.
2? By April 2010, offer an annual TR update to providers and first responders.
3. I During FY10, assist in reducing the spread of communicable diseases through epidemiological surveillance.
4.1 During FY10, monitor local restaurants' compliance with public health and safety laws.
5. I By May 30, 2010, coordinate and host the annual health and wellness conference.
Performance Measure: I isl Nre perfornrnnce men,crrre Ural e~i!! he used In delernrine if the nbjeclire has heen met. /.isl n perfnrmnnce mensnre fir ench
objective listed nbnve.
I.I 90%n of clients presenting for STD services will receive them.
1? The PAHD will participate in a local task force to address STD issues.
2. I 90% of clients presenting for TB services will receive them.
2.2 A "TB Provider and First Responder Update" will he done annually.
3.1 Epidemiologic surveillance will he done for communicable diseases.
3.2 All reportable disease information will be maintained and investigated accordingly.
4.1 90% of local restaurants will be inspected aC least twice annually.
SJ The PAHD will coordinate and host the annual health and wellness conference and offer CNEs and other contact hours to health professionals
ACt1VIL1eS /.isl the nc(iviliec cnuduc(ed m nreel (he Evaluation and improvement Plan Gill (he srnndnrd and Deliverable nescribe the rnngih/e
proposed nhjecfi r¢. Use runnbering sys(enr (n designate describe 1m N• it is n.ced ro ernlrm(e the nclrri(iev cnudncled. This erMence Ihnt Ure nc(irip~ n•ns arerplered.
rnntch he/ween issuer/prngrnrns nrrd objeelivee. coo he n loco/, srnle orJedernl guideline.
I . I Offer STD services at least 4 days per week.
1.2 Attend local task force meetings to address
STD issues
2.1 Offer TB clinic services 5 days per week.
2.2 Develop and offer an annual TB update for
providers and first responders.
The standard will be in accordance with laws and
protocols for STDs.
Clinic services will he offered in accordance with
DSHS guidelines.
I . I The number of people
screened, diagnosed or treated.
1.2 The number of meetings
attended.
2. I The number of people serviced
2.2 Date of the update and the
3.1 Maintain surveillance of the community for
health and illness.
3.2 Maintain reportable disease information on
file.
4.1 Tnspcct all local restaurants at least twice
during FY10.
5.1 Coordinate and host the 131h annual health
and wellness conference.
Surveillance will be in accordance with CDC, state
and local guidance.
inspections, monitoring and corrections will be
accordance with state guidelines and local ordinances.
number in attendance
3. I The number of diseases
investigated
3.2 The number of diseases
reported
-1. I The number of resuuu-ants
investigated and the frequency
The conference will focus on relevant local, slate and/or 15. I The number of conference
national public health issues. attendees and amount of CNEs and
other contact hours offered.
updmed nn 4i3nr_nnv
The,%oUowing F_XAMPLF ofn Service Delivery FJan is offered as a guide for c~mpletinglhe table to address your spec•i/ic puhlic• henlth issue(s).
Public Health Issue: Briefly describe /be public henlth issue to he nddressed. Nurnher issues if neore tlmn one issue will he addressed.
The heal comnnmity lacks an accurate assessmem of the local public health system in order to strategically plan and improve the essemial public health
services provided in the c•omnnmity,
Essential Public Health
EPHS 9) Evaluate effectiveness. accessibility and quality of personal and population-hosed health services.
Objective(s): List at least one measurable objective to he achieved with resmvices funded through this
being nddressed F,x: /.I, /.2, 2, /, 2.2, etc.)
Objective 1. I By the end of the 2"" quarter FY09, all LHD's funded through LPHS
Performance Standards Local Public Health System Performance Assessmeur hraEl
Performance Measure: List the
objective listed above.
Performance Measure -Based on
FY09.
AC[IVl[IeS list the ncliviries cnndacred to Meer Nye
proposed objective. Use nrrmheriug syslern rn designate
nmrch behveen issues/ ro rams null ob'ecfives.
L L I Participate in training offered by the state.
I.1.2 Identify necessary partners who will take part in
conducting the LPHSPAf instrument.
1.1.3 Conduct LPHSpAI with identi Fied partners.
1.1.4 Submit LPHSpAI data to the CDC for processine.
L L5 Gather CDC generated report on local
Gist the FPHS(s) that will he prm~ided nr supported willr LPHS Contract funds
issue
Health
bus been neet. List a perfnrmmrce nrensnre,%r each
ar treattn departmentk~\~ill submit a draft Service Delivery Plan
Evaluation and Improvement Plan /.isr Nre .amrdard raid
describe !row it ix resell m ern/ante the nctiririec coxdnrred.
I. L I LHD's will plan and implement the LPHSpAI instrument in
the designated conununities nn Inter than March 31 xf. 20UH.
I, 1.2 LPHSPAi results will be incorporated info the FYU9
Service Delivery Plans. ~~
to he completed by end of ?„~ Quarter
D¢liverable Desrrihe the rnngihle
evidence Ihnl t/re netiri!v u•ns comp/elect
I.I.1 LPHSpAI data mralysis report
will he obtained from CDC.
DOCUMENT NO. 2010-032770-
ATTACHMENT NO.001
PURCHASE ORDER NO. 0000352948
CONTRACTOR: PORT ARTHUR CITY HEALTH DEPARTMENT
DSHS PROGRAM: RLSS-LOCAL PUBLIC HEALTH SYSTEM
TERM: 09/01/2009 THRU:08/31/2010
SECTION 1. SCOPE OF WORK:
CONTRACTOR shall improve or strengthen local public health infrastructure within the State of
Texas by:
• Developing objective(s) to address a public health issue;
• Utilizing resources provided through [his contract Attachment to conduct activities and
services that provide or support the delivery of essential public health services;
• Assessing, monitoring, and evaluating the essential public health activities and services
provided through this Program Attachment; and
• Developing su'ategies to improve the delivery of essential public health service(s) to
identified service area.
These tasks shall be performed in accordance with Department of State Health Services (DSHS)
Division for Regional and Local Health Services Interlocal Application. The assessment and/or
evaluation activities must include measurable standards. Acceptable standards include the National
Public Health Performance Standards approved by the Centers for Disease Control and prevention,
Performance Standards developed by the Texas Association of Local Health Officials, Healthy
People 2010, and any federal, state or local law or regulation governing the delivery of essential
public health services. Other evaluation methods utilizine standards not listed in this Program
Attachment must be pre-approved by DSHS.
CONTRACTOR shall comply with all applicable federal and state laws, rules, regulations and
standards including, but not limited to, the following:
• Chapter 23-I I of the Healthy People 2010;
• Section 121.003. Texas Health & Safety Code, definition of ten essential public health
services;
• Government Code, Section 403.1055, "Permanent Fund for Children and Public Health".
CONTRACTOR shall not use funds from the Permanent Fund fa~ Children and Public Health for
lobbying expenses under the Government Code. Section 403.1067.
ATTACHMENT -Page 1
CONTRACTOR shall comply with all applicable resulations. standards, and guidelines in effect on
the beeinnins date of this Program Attachment.
DSHS shall inform CONTRACTOR in writing of any changes ro applicable federal and state laws.
rules. regulatiais. standards and Quidelines. CONTRACTOR shall comply with the amended law,
rule, regulation, standard or guideline except that CONTRACTOR shall inform DSHS Program in
writine if it shall not continue performance under this contract Attachment within thirty (30) days of
receipt of an amended standard(s) or guideline(s). DSHS may terminate the Program Attachment
immediately or within a reasonahle period of time as determined by DSHS.
SECTION II. PERFORMANCE MEASURES
CONTRACTOR shall complete the PERFORMANCE MEASURES as stated in the
CONTRACTOR'S FY 10 Local Public Health Service (LPHS) Service Delivery Plan, and as agreed
upon by DSHS, hereby attached as Exhibit A.
CONTRACTOR shall provide activities and services as submitted by CONTRACTOR in the
following county(ies)/area: Jefferson
SECTION Ill. SOLICITATION DOCUMENT: Exempt -Governmental Entity
SECTION IV. RENEWALS: N/A
SECTION V. PAYMENT METHOD: Cost Reimbursement
SECTION VI. BILLING INSTRUCTIONS:
Contractor shall request payment using the State of Texas Purchase Voucher (Form B-13) and
include acceptable supporting documentation of the required services/deliverables if indicated in the
attached Exhibit A. Vouchers and supporting documentation can be faxed to Claims Processing Unit
at (512) 458-7442. The email address is invoices~rt~dshssuue.tx us.
Invoices and supporting documentation shall be submitted to the following address:
Department of State Health Services
Fiscal Claims Processing Unit
P.O. Box 149347, MC 1940
Austin, Texas 78714-9147
SECTION VII. BUDGET:
SOURCE OF FUNDS: State and CFDAtt93.991
ATTACHMENT -Page 2
SECTION VIII. SPECIAL PROVISIONS:
General Provisions. Section 1.03 Reporting Article, are revised to include the following paragraph
Contractor shall submit quarterly and final performance reports that describe progress toward
achieving [he objectives contained in approved Contractor's Service Delivery Plan and any written
revisions. Contractor shall submit the petformance reports by the end of the month following the
end of each quarter, in a format to he provided by DSHS. Failure to submit a required report of
additional requested information by the due date specified in the Program Attachment (s) or upon
request constitutes breach of contract, may result in delay payment, and may adversely affect
evaluation of Contractor's future contracting opportunities with the department. Reports should be
sent electronically to: LoraIPH"I'eamt?-dshs.state t~ u, or by facsimile to 512-458-7154. A copy of
the report should be sent to the respective DSHS Health Service Region, Attention: Deputy Regional
Directrn~. The report signature page should be sent via mail to:
DSHS Regional and Local Health Services
Attn: Local Services Team
1100 West 49"'Street
P.O. BOX 149347 MC1908
Austin, Texas, 78714-9347.
General Provisions. Section 4.05 Financial Status Reports (FSRs). Article is revised to include
the Following paragraph:
Contractor shall submit a copy of the quarterly FSRs to the Contract Management Unit in addition to
Accounts Payable by the thirtieth calendar day of the month following the end of each quarter of the
Program Attachment term for Program review. Reports should be sent electronically to:
LoriIPHTeamC~'dsiis state.tx.us• or may be sent via mail to DSHS Regional and Local Health
Services - MC 1908, Attn: Local Services Team, 1100 West 49ih Street, Austin, Texas, 78756, or by
facsimile to 512-458-7154.
Genera] Provisions, Section 12.01 Responsibilities and Restrictions Concerning Governing
Board, Officers and Employees, is not applicable to this program Attachment.
ATTACHMENT -Page 3
p,T E
~_
~~~
TEXAS DEPARTMENT OF STATE HEALTH SERVICES
CERTIFICATION REGARDING LOBBYING
CERTIFICATION FOR CONTRAC'PS GRANTS LOANS ANU COOPERATIVE
AGR>~_S
The undersigned cenif ies, to the best o(his or her knowledge and belief Ihat:
1 I1 Nn federal appropriated funds havz been paid or will he paid. by or nn behalf o(Ihr undersigned, to
any peann (or influzncing or attempting m influence an oflicer or an employez of any agency, a
member o(Congress. an of licrr ar employee of Congress, or an employee of a nxmber o(Coneress in
connection wish Ihz awarding of any lederal contmcl, the making of any federal grant the making of
any lerieral Ivan, the entering imo of any ttaperaiive agrecmem. and the estrnsion, conlinumion.
renewal, amendment or modihcation of any lederal conlmCl. grant loan, or rnoperative aereemenl.
(2) If any limds other than lederal appmpri aced funds have been paid or will be paid to any person for
innuencine or attemptin^_ to influence an otiicer or employee of any agency, a member of Congress.
an officer or employee nl Conuress, or an employer o(a member of Congress in arnneclinn with this
federal contract gram. loan, or enopemtive aereenxnt. the undersigned shall complete and submit
Standard Form LLL. "Disclosure Form to Rrpon Lobbying." in accordance with its instructions.
13) The undersigned shall require that the languaee of this cenificmion be include) in the award
drxumenis for all subawards at all tiers linclutling subcontracts, subgrants. and contracts under grants.
loans and crnrpemiive agreememsl and that all subrecipiems shall ceni(y and disclose acrnrtlingly.
This certification is a material representation of fact upon which reliance was placid when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into this
transaction imposed by Section 175?, Title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less that $10,000 and not more than $100,000 for each
such failure.
Signature -
Stephen Fitzgibbons, City Manager
Print Name of Authorized Individual
2010-032770
Application or Comract Nmnber
PORT ARTHUR CITY HEALTH
DEPARTMENT
Organization Name
CSCLI # EF29-12374 -Revised 08.10.07
Fiscal Year 2010 Department of State Health Service
C
t
s
on
ract
General Provisions
(Core/SubrecipienU
Table of Contents
ARTICLE I COMPLIANCE AND REPORTING ..............
Section 1.01 ....................
................................... 1
Compliance with Statutes and Rules
Section (.02
Section 1
03 .......................
Compliance with Requirements of Solicitation Document
.
Section 1.04 .............................. 1
Reporting ...................................................
Client Financial Eligibility .
...•..•.••~~•~~•~•~~~~~~~•••••~~~•~~~~~~~~~••~•••~~•~""" 1
Section 1.05 ................
Applicable Contracts Law and Ven
f
Section 1.06
Section 1
07 ue
or Disputes .......................................... I
Applicable Laws and Regulations Regarding Funding Source
.
Section 1
08 s ...................... I
Statutes and Standards of General Applicability .......
. .......................................2
Applicability of General Provisions to Interagency and Interlocal Contracts
.........................
Section 1.09 ............
.................................................................. 4
Civil Rights Policies and Complaints
~~~~~~•~~~~~~•••••~•~~•~~
Section 1.10 ..................
Licenses, Certifications
Permits
Re
i
t
ARTICLE II ,
,
g
s
rations and Approvals ......................5
SERVICES ...........................
Section 2.01 ..................................................................................... 6
Education to Persons in R
id
Section 2.02 es
ential Facilities ...................
Disaster Services ..
~~~•~•~""""""""""""' 6
Section 2.03 .................
Consent to Medical Care of a Minor
Section 2.04 .................................................................. 6
Telemedicine Medical Services
Section 2.05 ..................
Fees for Personal Health Services
Section 2.06 ....................................................................... 7
Cost Effective Purchasing of Medication
Section 2.07 s ...............
Services and Information for Persons with Li
7
ARTICLE III mited English Proficient
y.......7
FUNDING .......................
Section 3.01 .................................
......................................................... 7
Debt to State and Corporate Stat
Section 3.02 us .............................................
Application of Payment Due
~••~•~~~~~~~~~•~•~•~~~~ 7
Section 3.03 ............................
Use of Funds. ""'""'°"""""'••••••••••••••••••••••••••••• 8
..
Section 3.04 ...................................................................................................... 8
Use for Match Prohibited
Section 3.05 ........................................
............................................ 8
Program Income
Section 3.06 .............................................
Nonsupplantin ~••"""""""""""""••••••••••••••••••••••••• 8
g ...........
......................................................................................... 8
ARTICLE IV PAYMENT METHODS AND RESTRIC
Section 4.01 TIONS .................................................8
Payment Methods
Section 4.02 .................................................................................
Billing Submission
"""""""" 8
Section 4.03 .........................
Final Billing Submission
Section 4.04 ...................................................................................... 9
Working Capital Advance
Section 4.05 ...............................................
Financial Status Reports (FSRs •~••••~~•~~~•~~'•"""""""""' 9
)
Section 4.06 ......................................................................... 9
Third Party Payors
.
ARTICLE V T ............................................................................................. 9
ERMS AND CONDITIONS OF PAY
Section 5.01 MENT ................................................... 10
Prompt Pa
m
t
Section 5.02 y
en
...............................:
.................................................................10
Withholding Payments .
Section 5.03 ..................
Condition Precedent to Requestin
P
Section 5.04 g
ayment .................................................. 10
Acceptance as Payment in Full
General Provisions ......................................................................... ]0
(Core S
b
u
recipienQ 2010 with TOC 61709
ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS
Section 6.01 ..................
.............. 10
Allowable Costs .......
Section fi.02 .....................
Independent Single or Program-Specific Audit
Section 6.03 .............................................. 12
Submission of Audit
ARTICLE VIl ........................................................................................... 12
CONFIDENTIALITY .........
Section 7.01 ...............................................................
Maintenance of Confidentialit I l
Section 7.02
S Department Access to PHI and Other Confidential Inf
i
ection 7.03 ormat
on ................. 13
Exchange of Client-Identifying Information
Section 7.04 ........................
13
Security of Patient or Client Records
Section 7.05 ........................
HIV/AIDS )\9ode1 Workplace Guidelines .
ARTICLE VIII ....................................................... 14
RECORDS RETENTION ......
Section 8.01 ........................................................................... 14
Retention ...................
ARTICLE IX ............
.............................................................................. 14
ACCESS AND INSPECTION ...
Section 9.O1 ......................................:.
................................... 14
Access
Section 9.02 ..............
...................................................... ................................. 14
State Auditor's ~~~~~"'~"'"
Office
Section 9.03 ........................................................................................15
Responding to Deficiencie
ARTICLE X s ..............................................................
NOTICE REQUIREMENTS.......... """""'°°°• IS
Section 10.01
Section 10.02
Section 10.03
Section 10.04
Section 10.05
Section 10.06
Section 10.07
Section ]0.08
Section 10.09
ARTICLE XI
Section 11.01
Section 11.02
Section 11.03
Section 11.04
Section 11.05
Section 11.06
Section 11.07
ARTICLE XII
Section 12.01
Section 12.02
Section 12.03
Section 12.04
Section 12.05
...................................................................... 15
Child Abuse Reporting Requirement ............................................................... 15
Significant Incidents .......................................................................................... I S
Litigation ............................................................................................................. l6
Action Against the Contractor .......................................................................... lfi
Insolvency ................
............... ....................................
Misuse of Funds and Performance Malfeasance ............................................. 16
Criminal Activity and Disciplinary Action .................
Retaliation Prohibited ..................... ~~•~"""""""""""""""'•• 16
................................................................... 17
Documentation ....................
............................................................................... 17
ASSURANCES AND CERTIFICATIONS
---° ...................17
Certification ...............
..........................................
....17
Child Support Delinquencies .......................... ...........................................
..................................................18
Authorization .................
..........................................................................
Gifts and Benefits Prohibited ............................. ••••••••••• 18
Ineligibility to Receive the Contract ............... .••.~••~•~•••~~••~••••~~~••~~~~~~•••~••~~•••••' 18
............................................
Antitrust ................ •••... 1
.........................................................
Initiation and Completion of Work ..............................•••..~•.••••~••~~•~~•••~•~~••~~~~~•• 19
....................................19
GENERAL BUSINESS OPERATIONS OF CONTRACTOR ...................... 19
Responsibilities and Restrictions Concerning Governing Body, Officers and
Employees ..................
......................................................................... 19
Management and Control Systems ...................................................................
Insurance .................. ..........19
........................................................................................... 20
Fidelity Bond ................................................
...................................................... 20
Liability Coverage ...........................
.......................
............................................ 20
Genera] Provisions (Core Subrecipient) 2010 with TOC 61709 ..
Section 12.06 Overtime Compensation .....
Section 12.07 ..........................
..................................................... 21
Program Site ...............
Section 12.08 ..........
.............................................................................. 21
Cosl Allocation Pl
ection ]2.09 an ........................................ • ,..••.• 21
.......................................... .
Reporting for Unit Rate and Fee-For
S
i
C
Section 12.10 -
erv
ce
ontracts ............................... 21
Historically Underutilized Businesses (HUB
Ad
I
i
Section 12.11 s
.
m
n. Code § 20.16(c)...... 22
Buy Texas .....................
Section 12.12 ........
............................................................................... 22
Contracts with Subrecipient Subcontractors
Section 12.13 ................ „•,•,,,•, 22
Status of Subcontractors
Section 12.14 .................................
.................................................. 23
Incorporation of Terms ....
Section 12.15 ................................................................................. 23
Independent Contractor ....
Section 12.16 ...............................................
................................. 23
Authority to Bind ............
Section 12.17 ...............................................
Tax Liabilit ••~••••~•••••••••••"•••••"'••"' 23
y ....................
ection 12.18 ............................................................ .............. 23
Notice of Organizational Change .....
Section 12.19 ................................................................. 23
Quality Management ..............
Section 12.20 ........................................................................... 23
Equipment (Including Controlled Assets) Purchases
Section 12.21 .....................................23
Supplies
Section 12.22 ....................
...............................................................................
Changes to Equi
ment Li
t
Section 12.23 p
s
...............................................................................24
Equipment Inventory and Protection of Assets
Section 12.24 ............................................... 24
Bankruptcy ....................
Section 12.25 .....................................................................................24
Title to Property ...............
Section 12.26 .................................................................................. 24
Property Acquisitions .............
Section 12.27 ........................................................................... 25
Disposition of Property .................
Section 12.28 ..................................................................... 25
Closeout of Equipment ..............
Section 12.29 ......................
.................................................. 25
Assets as Collateral Prohibited
ARTICLE XIII ...............................
.......................................... 25
GENERAL TERMS ...
................
........................................................................ 25
Section 13.01 Assignment .....................
Section ]3.02 ..................................................
Lobb m •••••••••••••°•••••••••••••••••••• 25
y g ................
Section 13.03 ............................................................................................. 25
Conflict of Interest .......
Section 13.04 ......... .
............................................................................ 26
Transactions Between Related Parties
Section 13.05 ............................................................. 26
Intellectual Pro
ert
Section 13.06 p
y ..........................................................................................2?
Other Intangible Property ..............
Section 13.07 ................................................................... 28
Severabilit
a
d A
bi
Section 13.08 y
n
m
guity ...................................................................
......... 28
Legal Notice ..................
Section 13.09 .............................................................................
..
Successors '•""'
Section 13.10 ..........................................................................
............................ 28
Headings .................
Section 13.11 ................................................................
"•'••••••••••••••••••••••••• 28
Parties ..........
Section 13.12 ..........
..............................................................
Survivability of Terms
.••••...•••••.••.••~•••~ 28
Section 13.13 ..............................................................
•• •••••••••••••••••••• 28
Direct Operation
Section 13.14 ...................
.............................................................................. 28
Customer Service Information
Section 13.15 .......................................................................... 28
Amendment ...........
Section 13.16 ..............................................................................................29
Contractor's Notification of Change to Certai
C
Section 13.17 n
ontract Provisions.......... 29
Contractor's Request for Revision of Certai
C
Section 13.18 n
ontract Provisions .............. 29
Immunity Not Waived ..
Section 13.19 ............
......................................................................... 30
Hold Harmless and Indemnification
Section 13.20 ................................................................ 30
Waiver .............
Section 13.21 ...................
Electronic and Information Resources A
ibili
Sectionl3.22 ccess
ty Standards .................... 30
ForceMajeure .............
.....................................................................
.................. 31
General Provisions (Core Subrecipient) 2010 with TOC 61709
z
Section 13.23 Interim Contracts .
.............................................................................................. 31
ARTICLE X1V BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE..
.............................................................................................................................. 32
Section 14.01 Actions Constituting Breach of Contract
Section 14.02 ......................................................... 32
General Remedies and Sanctions
Section 14.03 ...................................................................... 32
Notice of Remedies or Sanctions
Section 14.04
...........
............... ............................................. 34
Emergency Action ........
......................................................................................34
ARTICLE XV CLAIMS AGAINST THE DEPARTMENT
Section 15.01 .................................................... 35
Breach of Contract Claim
Section 15.02 ................................................................................. 35
Notice .....
ection 15.03 ............................................................................................ ........ 35
..........
Sole Remedy ...
Section 15.04
............................... .
................. .................................................... 35
Condition Precedent to Suit
Section 15.05 .............................................................................. 35
Performance Not Suspended ..
............................ ........... 35
....................................
ARTICLE XVI TERMINATION
.
...........
....................................................................................35
Section 16.01 Expiration of Contract or Program Attachment(s)
Section 16.02 ........................................ 35
Effect of Termination
ection 16.03 ........................................ ............................ 36
.....................
Acts Not Constituting Terminatimt
Section 16.04 ..................................................................36
Termination Without Cause
Section 16.05 ............................................................................. 36
Termination For Cause
Section 16.06 ..................................................................................... 37
Notice of Terminalion
........................................................................................ 38
ARTICLE XV[I VOID, SUSPENDED, AND TERMINATED CONTRACTS ........................ 38
Section 17.01 Void Contracts .......
Section 17.02 ..........
.............................. ...............................: 38
Effect of Void, Suspended, or Involuntarily Terminated C
t
Section 17.03 on
ract ............. 38
Appeals Rights .................
...................... ... 38
..........................................................
ARTICLE XVIII CLOSEOUT AND CONTRACT RECONCILIATION
Section 18.01 ...............................38
Cessation of Services At Closeout
Section 18.02 ..................................................................... 39
Administrative Offset
Section 18.03 .........................................................................................39
Deadline for Closeout
Section 18.04 ......................................................................................... 39
Payment of Refunds
Section 18.05
...............................................................
.............. .............. 39
Disallowances and Adjustments
Section 18.06 ........................:............................................... 39
Contract Reconciliation
.....................................................................................39
General Provisions (Core Subrecipient) 2010 with TOC 61709
Fiscal Year 2010 Department of State Health Services Contract
General Provisions
(Core/Subrecipient )
ARTICLE I COMPLIANCE AND REPORTING
Section I.01 Compliance with Statutes and Rules. Contractor shall comply, and shall
require its subcontractor(s) to comply, with the requirements of the Departments rules of general
applicability and other applicable state and federal statutes, regulations, rules, and executive
orders, as such statutes, regulations, tUles, and executive orders currently exist and as they may
be lawfully amended. The Department stiles are located in the Texas Administrative Code, Title
25 (Rules). To the extent this ConU~act imposes a higher standard, or additional requirements
beyond those required by applicable statutes, regulations, rules or executive orders, the terms of
this Conh'act shall control. Contractor further agrees that, upon notification from DSHS,
Contractor shall comply with the terms of any contract provisions DSHS is required to include in
its contracts under legislation effective at the time of the effective date of this Contract or during
the term of this Contract.
Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified
in these General Provisions or the Program Attachment(s), Contractor shall comply with [he
requirements, eligibility conditions, assurances, certifications and program requirements of the
Solicitation Document. if any, (including any revised or additional terms agreed to in writing by
Conoractor and DSHS prior to execution of this Contract) for the duration of this Contract or any
subsequent renewals. The Pasties agree that the Department has relied upon the Contractor's
response to the Solicitation Document. The Parties agree that any misrepresentation contained in
the Contractor's response [o the Solicitation Docmnent shall constitute a breach of this Contract.
Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting
requirements established by the Department and shall provide any other information requested
by the Department in the format required by DSHS. Failure to submit a required report or
additional requested information by the due date specified in the Program Attachment(s) or upon
request constitutes a breach of contract, may result in delayed payment and/or the imposition of
sanctions and remedies, and, if appropriate, emergency action; and may adversely affect
evaluation of Contractor's futm•e contracting opportunities with the Department.
Section 1.04 Client Financial Eligibility. Where applicable, Contractor shall use financial
eligibility criteria, financial assessment procedures and standards developed by the Department
to determine client eligibility.
Section I.OS Applicable Contracts Law and Venue for Disputes. Regarding all issues
related to contract formation, performance, interpretation, and any issues that may arise in any
dispute between the Parties, this Contract shall be governed by, and construed in accordance
with, the laws of the State of Texas. In the event of a dispute between [he Parties, venue for any
suit shall be Travis County, Texas.
Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where
applicable, federal statutes and regulations, including federal grant requirements applicable to
fundins sources. shall apply to this Contract. Contractor agrees to comply with applicable laws,
executive orders. regulations and policies as well as Office of Management and Budget (OMB)
Circulars, the Uniform Grant and Contract Management Act of 1981 (UGMA), Tex. Gov. Code
General Provisions (Core Subrecipient) 2010
Chapter 783. and Uniform Grant Management Standards [UGMS), as revised by federal
circulars and incorporated in UGMS by the Governor's Budget. Planning and Policy Division.
UGMA and UGMS can be located through web links on the DSHS website at
hnn://~eww d~h,,t ur n u~/cunu-tots/link- ,hon. Contractor also shall comply with all
apphcable federal and state assurances contained in UGMS, Part III, State Uniform
Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable.
Contractor shall comply with the Federal awarding agency's Common Rule, and [he U.S. Health
and Human Services Grants Policy Statement, both of which may he located through weblinks
on the DSHS website at hug://w~cw dshs n•ue tx us/cunu-tcts/links shun. For contracts funded
by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105.
Section 1.07 Statutes and Standards of General Applicability. It is Contractor's
responsibility to review and comply with all applicable statutes, toles, regulations, executive
orders and policies. To the extent applicable to Contractor, Contractor agrees to comply with the
following:
a) the following statutes, rules, regulations, and DSHS policy (and any of their subsequent
amendments) that collectively prohibit discrimination on the basis of race, color, national
origin, limited English proficiency. sex, sexual orientation (where applicable),
disabilities, age, substance abuse, political belief or religion: I) Title VI of the Civil
Rights Act of 1964, 42 USC §§ 2000d et seq.; 2) Title 1X of the Education Amendments
of 1972, 20 USC §§ 1681-1683, and 1685-1686; 3) Section 504 of the Rehabilitation Act
of ]973, 29 USC § 794(a); 4) the Americans with Disabilities Act of 1990, 42 USC §§
12101 et seq.; 5) Age Discrimination Act of 1975, 42 USC §§ 6101-6107; 6)
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation
Act of 1970, 42 USC § 290dd (b)(1); 7) 45 CFR Parts 80, 84, 86 and 91; 8) U.S.
Department of Labor, Equal Employment Opportunity E.O. 11246; 9) Tex. Lab. Code
Chapter 21; 10) Food Stamp Act of 1977 (7 USC § 200 et seq.; I t) Executive Order
13279, 45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for
religious organizations; and 12) DSHS Policy AA-5018, Non-discrimination Policy for
DSHS Programs;
b) Drug Abuse Office and Treatment Act of 1972, 2I USC §§ 1101 e[ seq., relating to drug
abuse;
c) Public Health Service Act of 1912, §§ 523 and 527, 42 USC § 290dd-2, and 42 CFR Part
2, relating to confidentiality of alcohol and drug abuse patient records;
d) Title VIII of the Civil Rights Act of 1968, 42 USC §§ 3601 et seq., relating [o
nondiscrimination in housing;
e) Immigration Reform and Control Act of 1986, 8 USC § 1324a, regarding employment
verification;
f) Pro-Children Act of 1994, 20 USC §§ 6081-6084, regarding the non-use of all tobacco
products;
g) National Research Service Award Act of 1971, 42 USC §§ 289a-1 et seq., and 6601 (PL
93-348 and PL 103-43), regarding human subjects involved in research;
h) Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7321-26, which limits the political
activity of employees whose employment is funded with federal funds;
General Provisions (Core Subrecipient) 2010 2
i) Fair Labor Standards Act, 29 LISC §§ 201 et seq., and the Intergovernmental Personnel
Act of 1970.42 USC §§ 4701 et seq., as applicable, concerning minimum wale and
maximum how s; `
j) Tex. Gov. Code Chapter 469. pertaining to eliminating architecnu'al barriers for persons
with disabilities:
k) Texas Workers' Compensation Act. Tex. Lab. Code. Chapters 401-406 and 28 Tex.
Admin. Code Part 2, regarding compensation for employees' injuries;
I) The Clinical Laboratory Improvement Amendments of 1988.42 USC § 263a, regarding
the regulation and certification of clinical laboratories;
m) The Occupational Safety and Health Administration Regulations on Blood Borne
Pathogens, 29 CFR § 1910.1030, or Title 25 Tex. Admin. Code Chapter 96 regarding
safety standards for handling blood borne pathogens;
n) Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the
treatment of laboratory animals;
o) environmental standards pursuant to the following: I) Institution of environmental quality
control measures under the National Environmental Policy Act of 1969, 42 USC §§
4321-4347 and Executive Order 11514 (35 Fed. Reg. 4247), "Protection and
Enhancement of Environmental Quality;" 2) Notification of violating facilities pursuant
to Executive Order 11738 (40 CFR Part 32), "Providing for Administration of the Clean
Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts.
Grants, or Loans;" 3) Protection of wetlands pursuant to Executive Order I ]990, 42 Fed.
Reg. 26961; 4) Evaluation of flood hazards in floodplains in accordance with Executive
Order 11988, 42 Fed. Reg. 26951 and, if applicable, flood insurance purchase
requirements of Section 102(x) of the Flood Disaster Protection Act of 1973 (PL 93-234);
5) Assurance of project consistency with the approved State Management program
developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6)
Federal Water Pollution Control Act, 33 USC § 1251 e[ seq.; 7) Protection of
underground sources of drinking water under the Safe Drinking Water Act of 1974, 42
USC §§ 30pf-300j; 8) Protection of endangered species under the Endangered Species
Act of 1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean air
implementation plans under the Clean Air Act of 1955, 42 USC §7401 et seq.; 10) Wild
and Scenic Rivers Act of 1968 (16 USC §§ 1271 et seq.) related to protecting certain
rivers system; and I I)Lead-Based Paint Poisoning Prevention Act (42 USC §§ 4801 et
seq.) prohibiting the use of lead-based paint in residential construction or rehabilitation;
p) Intergovernmental Personnel Act of (970 (42 USC §§4278-4763) regarding personnel
merit systems for programs specified in Appendix A of the federal Office of Program
Management's Standards for a Merit System of Personnel Administration (5 CFR Part
900, Subpart F);
q) Titles Il and IlI of the Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970 (PL 91-646), relating to fair treatment of persons displaced or whose
propeiYy is acquired as a result of Federal or federally-assisted programs;
r) Davis-Bacon Act (40 USC §§ 276a to 276a-7), the Copeland Act (40 U.S.C. § 276c and
18 USC § 874), and the Contract Work Hours and Safety Standards Act (40 USC §§ 327-
333), regarding labor standards for federally-assisted construction subagreements;
s) National Historic Preservation Act of 1966, §106 (16 USC § 470), Executive Order
1593, and the Archaeological and Historic Preservation Act of 1974 (16 USC §§ 469a-1
General Provisions (Core Subrecipient) 2010
et sey.} regarding historic property to the extent necessary to assist DS HS in complying
with the Acts;
t) financial and compliance audits in accordance with Single Audit Act Amendments of
1996 and OMB Circular No. A-133, "Audits of States. Local Governments. and Non-
Protit Organizations:" and
u) requirements of any other applicable state and federal statutes. executive orders.
regulations, ntles and policies.
If this Conu'act is funded by a grant or cooperative agreement, additional state or federal
requirements Found in the Notice of Grant Award are imposed on Contractor and incorporated
herein by reference. Conh'actor may obtain a copy of any applicable Notice of Grant Award
h'om the Division Contract Management Unit assigned to the Program Attachment.
Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts.
Certain sections or portions of sections of these General Provisions shall not apply to Conh~actors
that are State agencies or units of local government; and certain additional provisions shall apply
to such Contractors.
a) The following sections or portions of sections of these General Provisions shall not apply
to interagency or interlocal contracts:
I) Hold Harmless and Indemnification. Section 13.19;
2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete
the word "employees" in the fourth sentence; the remainder of the section applies);
3) Insurance, Section 12.03;
4) Liability Coverage. Section 12.05;
5) Fidelity Bond, Section 12.04;
6) Historically Underutilized Businesses, Section 12.10 (Contractor, however, shall
comply with HUB requirements of other statutes and rules specifically applicable to
that entity):
7) Debt to State and Corporate Status. Section 3.01;
8) Application of Payment Due, Section 3.02; and
9) Article XV Claims against the Department (This Article is inapplicable to interagency
contracts only).
b) The following additional provisions shall apply to interagency contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with
the provisions of the [nte~agency Cooperation Act, Tex. Gov. Code Chapter 771;
2) The Parties hereby certify that (1) the services specified are necessary and essential
for the activities that are properly within the statutory functions and programs of the
affected agencies of State government; (2) the proposed arrangements serve the
interest of efficient and economical administration of the Stale government; and (3)
the services, supplies or materials contracted for are not required by Section 21 of
Article 16 of [he Constitution of the State of Texas to be supplied under contract
given to the lowest responsible bidder; and
3) DSHS certifies that it has the authority to enter into this Contract granted in Tex.
Health & Safety Code Chapter 1001, and Contractor certifies that it has specific
statutory authority to enter into and perform this Contract.
c) The following additional provisions shall apply ro interlocal contracts:
General Provisions (Core Subrecipient) 2010
I) This Contract is entered into pursuant to the authority granted and incompliance with
the provisions of the Interlocal Cooperation Act. Tex. Gov. Code Chapter 791;
2) Payments made by DSHS to Conhactor shall he from current revenues available to
DSHS, and
3) Each Pv'ty represents that it has been authorized to enter into this Conh'act.
d) Contractor agrees that Contract Revision Requests (pursuant [o the Contractor's Request
For Revision to Certain Contract Provisions section), when signed by a duly authorized
representative of Contractor, shall be effective as of the effective date specified by the
Department, whether that date is prior to or after the date of any ratification by
Contractor's governing body.
Section 1.09 Civil Rights Policies and Complaints. Upon reyuest, Contactor shall provide
the Health and Human Services Commission (HHSC) Civil Rights Office with copies of all
Contractor's civil rights policies and procedures. Contractor must notify HHSC's Office of Civil
Rights of any civil rights complaints received relating ro performance under [his Contract no
more than [en (10) calendar days after Contractor's receipt of the claim. Notice must be directed
to -
HHSC Civil Rights Office
701 W. 51st St.. Mail Code W206
Austin, Texas 78751
Toll-free phone (888) 388-6332
Phonef512)438-4313
TTY Toll-free (877j 432-7232
Fax (512)438-5885
Section 1.10 Licenses, Certifications, Permits, Registrations and Approvals. Conhactor
shall obtain and maintain all applicable licenses, certifications, permits, registrations and
approvals to conduct its business and to perform the services under this Contract. Any
revocation, smTender, expiration, non-renewal, inactivation or suspension of any such license.
certification, permit. registration or approval shall constitute grounds for termination of this
Contract or other remedies the Depatment deems appropriate. Contractor shall ensure that all its
employees, staff and volunteers maintain in active status all licenses, certifications, permits,
registrations and approvals required to perform their duties under this Contract and shall prohibit
any person who does not hold a current, active required license, certification, permit, registration
or approval from performing services under this Contract.
General Provisions (Core Subrecipient) 2010 5
ARTICLE Il SERVICES
Section 2.01 Education to Persons in Residential Facilities. If applicable, Contractor shall
ensure that all persons, who are housed in Department-licensed and/or -funded residential
facilities and who are twenty-two (22) years of aye or younger, have access ro educational
services as required by Tex. Educ. Code § 29.012. Contractor shall notify the local education
agency or local emiy intervention program as prescribed by Tex. Educ. Code § 29.012 not later
than the third calendar day after the date a person who is twenty-two (22) years of age or
younger is placed in Contractor's residential facility.
Section 2.02 Disaster Services. In the event of a local, state. or federal emergency, including
natural, man-made. criminal, ten'orist, and/or bioterrorism events, declared as a state disaster by
the Governor, or as a federal disaster by the appropriate federal official, Contractor may be
called upon to assist DSHS in providing services, as appropriate, in the following areas:
community evacuation: health and medical assistance; assessment of health and medical needs;
health surveillance; medical care personnel; health and medical equipment and supplies; patient
evacuation; in-hospital care and hospital facility status; food, drug, and medical device safety;
worker health and safety; mental health and substance abuse; public health information; vector
control and veterinary services; and victim identification and mortuary services. Disaster
services shall be carried out in the manner most responsive to the needs of the emergency, be
cost-effective, and be least intrusive on the primary services of the Contractor.
Section 2.03 Consent to Medical Care of a Minor. [f Contractor provides medical, dental,
psychological or surgical treatment to a minor under this Contract, either directly or through
contracts with subcontractors, the teatment of a minor shall be provided only if informed
consent to treatment is obtained pursuant to Tex. Fam. Code, Chapter 32, relating to consent to
treatment of a child by anon-parent or child or pw'suant to other state law. If requirements of
federal law relating to consent directly conflict with Tex- Fam. Code, Chapter 32, federal law
shall supersede state law.
Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if Contractor or its
subcontractor uses telemedicine/telepsychiah'y that the services are implemented in accordance
with written procedures and using protocol approved by the Contractor's medical director and
utilizing equipment that complies with [he equipment standards as required by the Department.
Procedures of telemedicine service provision must include [he following requirements:
a) clinical oversight by the Contractor's medical director or designated physician
responsible for medical leadership;
b) contraindication considerations for telemedicine use;
c) qualified staff members to ensure the safety of the individual being served by
telemedicine at the remote site;
d) safeguards to ensure confidentiality and privacy in accordance with state and federal
laws;
e) use by credentialed licensed providers providing clinical care within the scope of their
licenses:
f) demonstrated competency in the operations of the system by all staff members who are
invoh~ed in the operation of the system and provision of the services prior to initiating the
protocol;
General Provisions (Core Subrecipient) 2010 6
g) priority in scheduling the system for clinical care of individuals;
h) quality oversieht and monitoring of satisfaction of the individuals served; and
i) management of information and documentation for telemedicine services that ensures
timely access to accurate information between the two sites.
Telemedicine Medical Services does not include chemical dependency treatment services
provided by electronic means under Rule § 448.91 1.
Section 2.05 Fees for Personal Health Services. Contractor may develop a system and
schedule of fees for personal health services in accordance with the provisions of Tex. Health &
Safety Code § 12.032, DSHS Rule § 1.91 covering Fees for Personal Health Services, and other
applicable laws or grant requirements. The amount of a fee shall not exceed the actual cost of
providing the services. No patient may be denied a service due to inability to pay.
Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this
Contract, Contractor shall make needed medications available to clients at the lowest possible
prices and use the most cost effective medications purchasing arrangement possible.
Section 2.07 Services and Information for Persons with Limited English Proficiency.
Contractor 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 [hat persons with limited
English proficiency are effectively informed and can have meaningful access to programs,
benefits, and activities. Contractor shall identify and document on the client records the primary
laneuage/dialect of a client who has limited English proficiency and the need for translation or
interpretation services and shall not require a client to provide or pay for the services of a
translator or interpreter. Contractor shall make every effort to avoid use of any persons under the
age of eighteen (18) or any family member or friend of the client as an interpreter for essential
communications with a client with limited English proficiency wiles the client has requested
that person and the use of such a person would not compromise the effectiveness of services or
violate the client's confidentiality and [he client is advised that a flee interpreter is available.
ARTICLE III FUNDING
Section 3.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. Code § 403.055, the
Department will not approve and the State Comptroller will not issue payment to Contractor if
Contractor is indebted to the State for any reason, including a tax delinquency. Contractor, if a
corporation, certifies by execution of this Conh~act [hat it is cun~ent and will remain current in its
payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise
taxes under Texas law (Tex. Tax Code §§ 171.001 et seq.). Contractor, if a corporation, further
certifies that it is and will remain in good standing with the Secretary of State's office. A false
statement regarding franchise tax or corporate status is a material breach of this Contract. [f
franchise tax payments become delinquent during the Contract term, all or pats of the payments
under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full.
General Provisions (Core Subrecipient) 2010 7
Section 3.02 Application of Payment Due. Contractor agrees that any payments due under
this Contract will be applied towards any debt of Contractot~ including but not limited to
delinquent taxes and child support that is owed to the State of Texas.
Section 3.03 Use of Funds. Contractor agrees that it shall expend Department funds only fa'
the provision of approved services and for reasonable and allowable expenses directly related [o
those services.
Section 3.04 Use for Match Prohibited. Contractor agrees funds provided through this
Contract shall not be used for matching purposes in securing other funding unless directed or
approved by the Department in writino.
Section 3.05 Program Income. Gross income directly generated from Department funds
through a project or activity performed under a Program Attachment and/or earned only as a
result of a Program Attachment during the term of the Program Attachment are considered
program income. Unless otherwise required under the terms of the grant funding this Contract,
the addition alternative, as provided in UGMS § _.25(8)(2), for the use of program income shall
be used by Contractor [o further the program objectives of the state or federal statute under
which the Program Attachment was made, and it shall be spem on the same Program Attachment
project in which it was generated. Contractor shall identify and report this income in accordance
with the Compliance and Reporting Article of these Genera] Provisions and the provisions of [he
Program Attachment(s). Contractor shall expend program income dm~ing the Program
Attachment term and may not carry forward to any succeeding term. Program income not
expended in the term in which it is earned shall be refunded to DSHS. DSHS may base future
funding levels, in par[, upon Contractor's proficiency in identifying, billing, collecting, and
reporting program income, and in utilizing it for the purposes and conditions set forth in this
Contract.
Section 3.06 Nonsupplanting. Contractor shall not supplant (i.e., use funds from this Contract
to replace or substitute existing funding from other sources that also supports [he activities that
are the subject of this Contract) but rather shall use funds from this Contract to supplement
existing state or local funds currently available for a particular activity. Contractor shall make a
good faith effort to maintain its current level of support. Contractor may be required to submit
documentation substantiating that a reduction in state or local funding, if any, resulted for
reasons other than receipt or expected receipt of funding under [his Contract.
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS
Section 4.01 Payment Methods. Except as otherwise provided by [he provisions of the
Program Attachment(s), the payment method for each program shall be one of the following
methods:
a) cost reimbursement This payment method is based on an approved budget in [he
Program Attachment(s) and acceptable submission of a request for reimbw'semenr, or
b) unit rateJfee-for-service. This payment method is based on a fixed price or a specified
rate(s) or tee(s) for delivery of a specified unit(s) of service, as stated in the Program
Attachment(s) and acceptable submission of al] required documentation, forms and/or
reports.
General Provisions (Core Subrecipientj 2010 g
Section 4.02 Billing Submission. Conu'actors shall bill the Department in accordance with the
Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified
in the Program Attachment(s) or permitted tinder the Third Party Payors section of this Article,
Contractor shall submit reyuests for reimbursement or payment monthly within thirty (30)
calendar days following the end of the month covered by [he bill.
Section 4.03 Final Billing Submission. Unless otherwise provided by [he Deparunent,
Conu'actor shall submit a reimbursement or payment request as a final close-out bill not later
than sixty (60) calendar days following the end of the term of the Program Attachment for goods
received and services rendered during the term. If necessary to meet this deadline, Conhactor
may submit reimbursement or payment requests by facsimile transmission. Reimbw'sement or
payment requests received in DSHS's offices more than sixty 160j calendar days fallowing the
end of the applicable term will not be paid. Consideration of requests for an exception will be
made nn a case-by-case basis, subject to the availability of funding, and only for an extenuating
circumstance, such as, a catastrophic event, natural disaster, or criminal activity that substantially
interferes with normal business operations, or causes damage or desU'uction of a place of
business and/or records. A written statement describing the extenuating circumstance and [he
last request for reimbursement must be submitted for review and approval to the DSHS
Accounting Section.
Section 4.04 Working Capital Advance. If allowed under this Contract, a single one-time
working capital advance per teen of the Program Attachment may be granted at the
Department's discretion. Contracts must submit documentation to the Division Conhact
Management Unit assigned to the Program Attachment to justify the need for a working capital
advance. The working capita] advance must be liquidated as directed by the Department. The
requirements for the documentation justifying the need for an advance and the directions for
liquidating the advance are found in the Contractor's Financial Procedures Manual located at
htt~://www.dsh„rue is u~lconuart~-
Section 4.05 Financial Status Reports (FSRs). Except as otherwise provided in these
General Provisions or in the terms of the Program Attachment(s), for contracts with categorical
budgets. Conu'actor shall submit quarterly FSRs to Accounts Payable by the thirtieth calendar
day of the month following the end of each quarter of the Program Attachment term for
Department review and financial assessment. The final FSR must be submitted not later than
sixty (60) days following the end of the applicable term.
Section 4.06 Third Party Payors. A third party payor is any person or entity who has [he
legal responsibility for paying for all or part of the services provided, including commercial
health or liability insurance caniers, Medicaid, or other federal. state, local, and private funding
sources. Except as provided in this Contract, Contractor shall screen all clients and shall not bill
the Department for services eligible far reimbursement from third party Payors. Contractor shall
(a) enroll as a provider in Children's Health Insurance Program and Medicaid if providing
approved services authorized under this Contract that may be covered by [hose programs, and
bill those -programs for the covered services; (b) provide assistance to individuals to enroll in
such programs when the screening process indicates possible eligibility for such programs; (c)
allow clients that are otherwise eligible for Department services. bui cannot pay a deductible
required by a third party payor, to receive services up to the amount of the deductible and to bill
General Provisions (Core Subrecipientj 2010
the Department fa' [he deductible: (d) not bill the Department for any services eligible for third
party reimbursement until all appeals to third party payors have been exhausted, in which case
the 30-day requirement in the Billing Submission section will be extended until all such appeals
hove been exhausted: (e) maintain appropriate documentation from the third party payor
reFleeting attempts to obtain reimbursement; If) hill all third party payors for services provided
under this Contract before submitting any request for reimbursement ro Department: and (g)
provide third party billing functions at no cost to the client.
ARTICLE V TERMS AND CONDITIONS OF PAYMENT
Section 5.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this
Conh'act, Department will pay Contractor. Payments and reimbw'sements are contingent upon a
signed Contract and will not exceed the total amount of authorized funds under this Contract.
Contractor is entitled to payment or reimbw'sement only if the service, work, and/or product has
been authorized by the Department and performed or provided pursuant to this Contract. [f those
conditions are met, Department will make payment in accordance with the Texas prompt
payment law (Tex. Gov. Code Chapter 2251). Contractor must comply with Tex. Gov. Code
Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices
by the Department shall not constitute acceptance or approval of Contractor's performance, and
all invoices and Contractor's performance are subject to auditor review by the Department.
Section 5.02 Withholding Payments. Department may withhold all or part of any payments
to Contactor to offset reimbursement for any ineligible expenditures, disallowed costs, or
overpayments that Contractor has not refunded to Department, a if financial status report(s)
required by the Department are not submitted by the date(s) due. Department may take
repayment (recoup) from funds available under this Contract in amounts necessary to fulfill
Contractor's repayment obligations.
Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse
program income, rebates, refunds, conh'act settlements, audit recoveries, and interest earned on
such funds before requesting cash payments including any advance payments from Department.
Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal
Health Services section or under 25 Tex. Admin. Code §444.413, Conh'actor shall accept
reimbursement or payment from DSHS as payment in full for services or goods provided to
clients or participants, and Contractor shall not seek additional reimbursement or payment for
services or goods from clients or participants or charge a fee or make a profit with respect to the
Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that
are incurred in conducting an assistance program.
ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS
Section 6.01 Allowable Costs. For services satisfactorily performed, and sufficiently
documented, pursuant to this Contract, DSHS will reimburse Contractor for allowable costs.
Contractor must have incurred a cost prior to claiming reimbursement and within the applicable
term to be eligible for reimbursement under this Contract. DSHS shall determine whether costs
General Provisions (Core Subrecipient) 2010 10
submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds
to Contractor for unallowable or ineligible costs, DSHS will notify Contractor in writing, and
Contractor shall return the funds to DSHS within thirty (30) calendar days of the date of [his
written notice. DSHS may withhold all or part of any payments ro Contractor to offset
reimbw'sement for any unallowable or ineligible expenditures that Contractor has not refunded to
DSHS, or if financial status report(s) required under the Financial Status Reports section are not
submitted by the date(s) due. DSHS may take repayment (recoup) from funds available under
this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost
principles, audit requirements. and administrative requirements include-
Applicable Entity Applicable Cost Audit Administrative
State, Local and Princi les
OMB Circular Re uirements
OMB Circular Re uirements
UGMS
OMB
Ttibal Governments A-87 A-133 and UGMS ,
CircularA-102, and
applicable Federal
awarding agency
Educational
OMB Circular
OMB Circular common rule
OMB Circular A-110
Institutions A-21; and UGMS, A-133 and applicable Federal
as applicable awarding agency
common rule; and
Non-Profit
OMB Circular
OMB Circular UGMS, as a licable
UGMS; OMB
Organizations A-122 A-133 and UGMS Circular A-110 and
applicable Federal
awarding agency
For-profit
48 CFR Part 31.
OMB Circular A- common rule
UGMS and applicable
Organization other Contract Cost 133 and UGMS Federal awarding
than a hospital and an Principles
organization named in
Procedures, or agency common rule
OMB Circular A-122 uniform cost
as not subject to that accounting
circular. standards that
comply with cost
principles
acceptable to the
federal or state
awarding a enc
A chart of applicable Federal awarding agency common rules is located through a weblink on the
DSHS website at http://www.dshs srue U us/contract,/links shim. OMB Circulars will be
applied with the modtficattons prescribed by UGMS with effect given to whichever provision
imposes the more stringent requirement in the event of a conflict.
General Provisions (Core Subrecipient) 2010
Section 6.03 Independent Single or Program-Specific Audit. If Contractor within
Contractor's fiscal year expends a total amount of at least $500.000 in federal funds awarded.
Contractor must have a single audit or program-specific audit in accordance with the Office of
Management and Budget (OMB) Circ. No. A-133. the Single Audit Act of 1984, P L 98-502, 98
Stat. 2327, and the Single Audit Act Amendments of 1996, P L 104-156.1 10 Stat. 1396. The
$500,000 federal threshold amount includes federal funds passed through by way of state agency
awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000
in state funds awarded, Contractor must have a single audit or program-specific audit in
accordance with UGMS, Stale of Texas Single Audit Circular. The HHSC Oftice of Inspector
General (OIG) will notify the Contractor to complete the Single Audit Determination
Registration Form. If Contractor fails to complete the Single Audit Determination Form within
thirty (30j calendar days after notification by OIG to do so, Contractor shall be subject to DSHS
sanctions and remedies for non-compliance with this Contract. The audit shall be conducted by
an independent certified public accountant and in accordance with applicable OMB Circulars,
Government Auditing Standards, and Uniform Grant Management Standards (UGMS) located
through a web link on the DSHS website at ht4r//www.dshsstate.tx.uslcontract,/linkti tihun.
Contractor shall procure audit services in compliance with this section, state procurement
procedures, as well as with the provisions of UGMS. Contractor, unless Contractor is a state
governmental entity, shall competitively re-procure independent single audit services at least
every five (51 years. Incumbent audit firms may participate in the re-procurement process;
however. Contractor shall not procure services of the same audit firm for more than [en (10)
consecutive years and shall require that the audit fine limit the amount of time the lead or
coordinating audit partner (having primary responsibility for the audit) conducts the independent
audit to a maximum of five (5) years within aten-year period. Contracror may request. in
writing to the DSHS Contract Oversight and Support Section, an exception from lead partner
rotation for years six (6) through ten (10) of a ten-year period if the audit firm has only one lead
partner. If the request is approved, Contractor must require the audit firm to provide certification
annually for years six through ten that the audit firm has no more than one partner and must
require the audit firm to contract with an independent audit firm to perform a second partner
review of the single or program-specific audit work performed for the Contractor. Procurement
of audit services must comply with the procurement standards of 45 CFR Part 74 or 92, as
applicable, including obtaining competition and making positive efforts to use small, minority-
owned, and women-owned business enterprises.
Section 6.03 Submission of Audit. Within thirty (30) calendar days of receipt of the audit
reports required by the Independent Single or Program-Specific Audi[ section, Contractor shall
submit one copy to [he Department's Contract Oversight and Support Section, and one copy to
the Texas Health and Hwman Services Commission (HHSC), Office of Inspector General (OIG),
at [he following addresses:
Department of State Health Services
Contract Oversight and Support, Mail Code 1326
P.O. Box (49347
Austin, Texas 78714-9347
Texas Health and Human Services Commission
General Provisions (Core Subrecipient) 2010 12
Office of Inspector General
Compliance/Audit. Mail Code 1336
P.O. Box 85200
Austin. Texas 78708-5200
ff Contractor fails to submit the audit report as required by the Independent Sinele or Proeranm-
Specific Audi[ section within thirty (30) calendar days of receipt by Contractor of an audit report.
Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this
Contract.
ARTICLE VII CONFIDENTIALITY
Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and
confidentiality of information and records received during or related [o the performance of [his
Contract, including patient and client records that contain protected health information (PHI),
and any other information [hat discloses confidential personal information or identities any client
served by DSHS, in accordance with applicable federal and state laws, rules and regulations,
including but not limited to 7 CFR Part 246; 42 CFR Part 2; 45 CFR Parts 160 and 164 (Health
Insurance Portability and Accountability Act (HIPAAJ); Tex. Health & Safety Code Chapters 12,
47, 81, 82, 85, 88, 92, 161, I81, 241.245, 251. 534, 576, 577, 596.61 1, and 773; and Tex. Occ.
Code Chapters 56 and 159 and all applicable Rules.
Section 7.02 Department Access to PHI and Other Confidential Information. Contractor
shall cooperate with Department to allow Department [o request, collect and receive PHI and
other confidential information under this Contract, without the consent of the individual to whom
the PHI relates, for fundins, payment and adminishation of the grant program, and for purposes
pemtitted under applicable state and federal cotfidentiality and privacy laws.
Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other
law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with
45 CFR $ 164.504(e)(3)(i)IB), Tex. Health & Safety Code § 533.009 and Rule Chapter 414,
Subchapter A or other applicable laws or rules. Contractor shall disclose information described
in Tex. Health & Safety Code § 614.017(a)(2) relating to special needs offenders, to an agency
described in Tex. Health & Safety Code § 614.017(c) upon request of that agency, unless
Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164
or other applicable law.
Section 7.04 Security of Patient or Client Records. Contractor must maintain patient and
client records in compliance with state and federal law relating to security and retention of
medical or mental health and substance abuse patient and client records. Department may
require Contractor [o transfer original or copies of patient and client records to Department,
without the consent or authorization of the patient or client, upon termination of this Contract or
a Program Attachment to this Contract, as applicable, or if the care and treatment of the
individual patient or client is transferred to another entity. Prior to providing services funded
under this Contract to a patient or client, Contractor shall attempt to obtain consent from the
patient or client to hansfer copies of patient or cliem records to another entity fwmded by DSHS
Genera] Provisions (Core Subrecipient) 2010 13
upon termination of this Conn'act or a Program Attachment to this Contract, as applicable, or if
care or u'eaunent is transferred to another DSHS-funded contractor.
Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care.
services, or programs, Contractor shall implement Department's policies based on the HIV/AIDS
(human immunodeficiency virus/acquired immunodeficiency syndrome) Model Workplace
Guidelines for Businesses. Stale Aeencies, and State Contractors, Policy No. 090.021, and
Contractor shall educate employees and clients concerning HIV and its related conditions,
including AIDS, in accordance with [he Tex. Health & Safety Code § 85.112-1 14. A link to the
Model Workplace Guidelines can be found at
htto://ws~w tklx State Iv us/hivtitdhxrlicv/pulicieti ~h[m.
ARTICLE VIII RECORDS RETENTION
Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and
federal statutes, rules and regulations. At a minimum, Contractor shall retain and preserve all
other records, including financial records that are generated or collected by Contractor under the
provisions of this Contract, for a period of four (4) years after the termination of this Contract. If
services are funded through Medicaid, the federal retention period, if more than four (4) years.
shall apply. Contractor shall retain all records pertaining [n this Conn act that are [he subject of
litigation or an audit until the litigation has ended or all questions pertaining to [he audit are
resolved. Legal requirements for Contractor may extend beyond the retention schedules
established in this section. Contractor shall retain medical records in accordance with Tex.
Admin. Code Title 22, Part 9, § 165. I (b) and (c) or other applicable statutes, rules and
regulations eoverning medical information. Contractor shall ensure that this provision
concerning records retention is included in any subcontract it awards. If Contractor ceases
business operations, it shall ensure that records relating to this Contract are securely stored and
are accessible by the Deparvnent upon Deparnnent's request for at least four (4) years from the
date Contractor ceases business or from the date this Contract terminates, whichever is sooner.
Contractor shall provide the name and address of the party responsible for storage of records to
the Division Contract Management Unit assigned to the Program Attachment.
ARTICLE IX ACCESS AND INSPECTION
Section 9.01 Access. In addition to any right of access arising by operation of law, Contractor,
and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the
Department or' any of its duly authorized representatives, as well as duly authorized federal, state
or local authorities, including the Comptroller General of the United States, OIG, and the State
Auditor's Office (SAO), um-es[ricted access to and the right to examine any site where business
is conducted or client services are performed, and all records (including client and patient
records, if any, and Contractor personnel records and governing body personnel records), books,
papers or documents related to This Contract; and the right to interview members of Contractor's
governing body, staff, volunteers, participants and clients concerning the Contract, Contractor's
business and client services. If deemed necessary by [he Department or the OIG, for the purpose
of investigation or hearing, Contractor shall produce original documents related to this Contract.
Further, Contractor shall ensure that information collected, assembled or maintained by the
Contractor relative to this Contract is available to the Department for the Department to respond
General Provisions (Core Subrecipient) 2010 14
to requests that it receives under the Public Information Act. The Department and HHSC will
have the right to audit billings both before and after payment, and all documentation that
substantiates the billings. Payments will not foreclose the right of Department and HHSC to
recover excessive or illegal payments. Contractor shall ensure that this provision concerning the
right of access to, and examination of, sites and_infonna[ion related to this Contract is included in
any subcontract it awards.
Section 9.02 State Auditor's Office. Contractor shall, upon request, make all records, books,
papers, documents, or recordings related to this Contract available for inspection, audit, or
reproduction during normal business hours to any authorized representative of the SAO. The
Contractor understands that the acceptance of funds under this Contract acts as acceptance of the
authority of the SAO, or any successor agency, to conduct an audit or investigation in connection
with those funds. The Contractor further agrees to cooperate fully with the SAO or its successor
in the conduct of [he audit or investigation, including providing all records requested, and
providing access to any information the SAO considers relevant to the investigation or audit.
Contractor shall ensure that this provision concerning [he authority to audit funds will apply to
funds received indirectly by subcontractors through the Conh~actor, and [he requirement to
cooperate, is included in any subcontract it awards.
Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC
upon examination of Contractor's records or during an inspection of Contractor's site(s) will be
conveyed in writing to Contractor. Contractor shall submit, by the date prescribed by DSHS, a
resolution to the defciency in a site inspection, program review or management or financial
audit to the satisfaction of DSHS or, if directed by DSHS, a plan of corrective action to resolve
the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate
resolution of the findings stay result in contract remedies or sanctions under the Breach of
Contract and Remedies for Non-Compliance Article of these General Provisions.
ARTICLE X NOTICE REQUIREMENTS
Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and
substance abuse contractors and contractors for' the following public health programs: HIV/STD;
Family Planning (Tides V, X and XX); Primary Health Care; Maternal and Child Health; and
WIC Nutrition Services. Contractor shall make a rood faith effort to comply with child abuse
reporting guidelines and requirements in Tex. Fam. Code Chapter 261 relating to investigations
of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written
policy that includes at a minimum the Department's Child Abuse Screening, Documenting, and
Reporting Policy for Contractors/Providers and train all staff on reporting requirements.
Contractor shall use the DSHS Child Abuse Reporting Form as required by [he Department
located at www.dshs.state tx.uti/childabusereponin~. Contractor shall retain reporting
documentation on site and snake it available for inspection by DSHS.
Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities,
Contractor shall report to the Division Contract Management Unit assigned to the Program
Attachment significant incidents involving substantial disruption of Contractor's program
operation, or affecting or potentially affecting the health, safety or welfare of Department-funded
clients or participants within seventy-two (72) hours of discovery.
General Provisions (Ca~e Subrecipient) 2010 15
Section 10.03 Litigation. Conu'actor shall notify the Division Contract Management Unit
assigned to the Program Attachment of litigation related to or affecting this Contract and to
which Contractor is a party within seven (7) calendar days of becoming aware of such a
proceeding. This includes, but is not limited to an action, suit or proceeding before any court or
governmental body, including environmental and civil rights matters, professional liability, and
employee litigation. Notification shall include the names of [he parties, natw'e of the litigation
and remedy sought, including amount of damages, if any.
Section 10.04 Action Against the Contractor. Contractor shall notify [he Division Contract
Management Unit assigned to the Program Attachment if Contractor has had a contract
suspended or terminated for cause by any local, state or federal department or agency or
nonprofit entity within three (3) working days of the suspension or termination. Such
notification shall include the reason for such action; the name and contact information of the
local, state or federal department or agency or entity; the date of the contract; and the contract or
case reference number. If the Contractor, as an organization, has surrendered its license or has
had its license suspended or revoked by any local, state or federal department or agency or non-
profit entity, it shall disclose this information within three (3) working days of the sun ender,
suspension or revocation to the Division Contract Management Unit assigned to the Program
Attachment by submitting cone-page description that includes the reason(s) for such action: the
name and contact information of the local, state or federal department or agency or entity; the
date of the license action; and a license or case reference number.
Section 10.05 Insolvency. Contractor shall notify in writing [he Division Contract Management
Unit assigned to the Program Attachment of Contractor's insolvency, incapacity, or outstanding
unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission
ITWC) within three (3) working days of the date of determination that Contractor is insolvent or
incapacitated, or the date Contractor discovered an unpaid obligation to the IRS or TWC.
Contractor shall notify in writing [he Division Contract Management Unit assigned to the
Program Attachment of its plan to seek bankruptcy protection within three (3) working days of
such action by the Contractor's governing body.
Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the
Division Contract Management Unit assigned to the Program Attachment, any knowledge of
debarment, suspected fraud, program abuse, possible illegal expenditures, unlawful activity, or
violation of financial laws, rules, policies, and procedures related to performance under [his
Contract. Contractor shall make such report no later than three (3) working days From the date
that the Contractor has knowledge or reason to believe such activity has taken place.
Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person
who has an ownership or controlling interest in the organization or who is an agent or managing
employee of [he organization has been placed on community supervision, received deferred
adjudication, is presently indicted for or has been convicted of a criminal offence related to any
financial matter, federal or state program or felony sex crime. Contractor shall notify in writing
[he Division Contract Management Unit assigned to the Program Attachment if it has reason to
believe Contractor, or a person with ownership or controlling interest in the organization or who
is an anent or managing employee of the oreanization, an employee or volunteer of Contractor,
or a subcontractor has engaged in any activity that would constitute a criminal offense equal [o or
General Provisions (Core Subrecipient) ?010 16
erecter than a Class A misdemeanor m' if such activity would reasonably constitute Grounds for
disciplinary action by a state or federal regulatory authority, or has been placed on community
supervision, received deferred adjudication. or been indicted for or convicted of a criminal
offense rela[ine to involvement in any financial matter, federal or state program or felony sex
crime. Contractor shall make the reports reyuired by this section no later than three (3) working
days from the date that the Contractor has knowledge or reason to believe such activity has taken
place. Contractor shall ensm'e that any person who engaged. or was alleged to have engaged, in
an activity subject to reporting under this section is prohibited from performing direct client
services or from having direct contact with clients. unless otherwise directed by DSHS.
Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who
reports a violation of, or cooperates with an investigation regarding, any applicable law, rule,
regulation or standard to the Department, another state agency, or any federal, state or local law
enforcement official.
Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all
notices required under these General Provisions.
ARTICLE XI ASSURANCES AND CERTIFICATIONS
Section 11.0] Certification. Contractor certifies by execution of this Contract to the following:
a) it is not disqualified under ? CFR §376.935 or ineligible for participation in federal or
state assistance programs; y
b) neither iL nor its principals, are presently debarred, suspended, proposed for debarment,
declared ineligible, or excluded from participation in this transaction by any federal or
state department or agency;
c) it has not knowingly failed to pay a single substantial debt or a number of outstanding
debts to a federal or state agency:
d) it is not subject to an outstanding judgment in a suit against Contractor for collection of
the balance of a debt;
e) it is in good standing with all state and/or federal agencies that have a contracting or
regulatory relationship with Contractor;
t) that no person who has an ownership or controlling interest in Contractor or who is an
agent or managing employee of Contractor has been convicted of a criminal offense
related to involvement in any program established under Medicare, Medicaid, or a federal
block grant;
g) neither it, nor its principals have within the three-year period preceding this Contract, has
been convicted of or had a civil judgment rendered against them for commission of fraud
or a criminal offense in connection with obtaining, attempting to obtain, or performing a
private or public (federal, state or local) transaction or contract under a private or public
transaction, violation of federal or state antitrust statutes (including those proscribing
price-fixing between competitors, allocation of customers between competitors and bid-
rigging), or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements or false claims, tax evasion, obstruction
of justice, receiving stolen property or any other offense indicating a lack of business
integrity or business honesty that seriously and directly affects the present responsibility
General Provisions (Core Subrecipient) ?010 17
of Contactor or its principalst
h) neither it, nor its principals is presently indicted or otherwise criminally or civilly charged
by a eovenunental entity 1 federate state or IocuD with [he commission of any of the
offenses enumerated in subsection _) of this section; and
i) neither it, nor its principals within athree-year period preceding this Contract has had one
or more public transaction (federal, state or local) terminated tar cause or default.
Contracta~ shall include the certifications in this Article, without modification (except as
required to make applicable to the subconUactor), in all subcontracts and solicitations for
subconracts. Where Contractor is unable [o certify [o any of the statements in this Article.
Contractor shall submit an explanation to the Division Conu'act Management Unit assigned to
the Program Attachment. ]f Contractor's status with respect to the items certified in this Article
changes during the tens of this Contract. Contractor shall immediately notify the Division
Contract Management Unit assigned to [he Program Attachment.
Section 11.02 Child Support Delinquencies. As required by Tex. Fam. Code § 231.006, a
child support obligor who is more than thirty (30) calendar days delinquent in paying child
support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or
owner with an ownership interest of at least twenty-five percent (2510) is not eligible to receive
payments from state funds under a conh~act [o provide property, materials, or services or receive
astate-funded grant or loan. If applicable, Conh'actor agrees to maintain its eligibility to receive
payments under this Contract, certifies that it is not ineligible to receive the payments specified
in this Contract, and acknowledges that this Contract may be terminated and payment may be
withheld if this certification is inaccurate.
Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract
for the services described in this Contract and that a resolution, motion or similar action has been
duly adopted or passed as an official act of the Contractor's governing body, authorizing the
binding of the organization under this Contract including all understandings and assurances
contained in this Contract. and directing and authorizing the person identified as the authorized
representative of the Contractor to act in connection with this Contract and to provide such
additional information as may be required.
Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered
to give, nor intends to give at any time hereafter, any economic opportunity, present or future
employment, gift, loan, gratuity, special discount, trip, favor, service or anything of monetary
value to a DSHS or HHSC official or etnployee in connection with this Contract.
Section 11.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. Code §
2155.004 and federal law, Conu'actor is ineligible to receive this Contract if this Contract
includes financial participation by a person who received compensation from DSHS to
participate in developing, drafting or preparing the specifications, requirements, statement(s) of
work or Solicitation Document on which this Contract is based. Contractor certifies that neither
Contractor, nor its employees, nor anyone acting for the Contractor has received compensation
from DSHS for participation in the development, drafting or preparation of specifications,
requirements or statement(s) of work for this Contract or in the Solicitation Document on which
this Contract is based; (b) pursuant to Tex. Gov. Code §§ 2159,006 and 2261.053, Contractor is
ineligible [o receive this Contract, if the Contractor or any person who would have financial
General Provisions (Core Subrecipient) 2010 18
participation in this Contract has been convicted of violating federal law, or been assessed a
federal civil or adminisu'ative penalty, in connection with a contract awarded by the federal
government for relief, recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina
or any other disaster occunine after September 24, 2005; (c) Contractor certifies that [he
individual or business entity named in this Contract is not ineligible to receive [he specified
Contract under Tex. Gov. Code §§ 2155.004, 2155.006 or 2261.053, and acknowledees that this
Contract may be terminated and payment withheld if these certifications are inaccurate.
Section 11.06 Antitrust. Pursuant to IS USC § I, et seq. and Tex. Bus. & Comm. Code §
15.01, et seq. Contractor certifies that neither Contractor, nor anyone acting for the Contractor
has violated the antitrust laws of this state or federal antitrust laws, nor communicated directly or
indirectly regarding a bid with any competitor or any other person engaged in Contractor's line
of business for the propose of substantially lessening competition in such line of business.
Section 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and
complete the work under this Contract within the applicable time frame prescribed in this
Contract.
ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR
Section 12.01 Responsibilities and Restrictions Concerning Governing Body, Officers and
Employees. Conn~actor and its governing body shall bear full responsibility for [he integrity of
the fiscal and programmatic management of the organization. This provision applies to all
organizations, including Section 501(c)(3) organizations as defined in the Internal Revenue
Service Code as no[-for-profit organizations. Each member of Contractor's governing body shall
be accountable for all funds and materials received from Department The responsibility of
Contractor's governing body shall also include accountability for compliance with Department
Rules, policies, procedures, and applicable federal and state laws and regulations; and con-ection
of fiscal and program deficiencies identified through self-evaluation and Department's
monitoring processes. Further, Contractor's governing body shall ensure separation of powers,
duties, and functions of eovernine body members and staff. Staff members, including the
executive director, shall not serve as voting members of the Contractor's governing body. No
member of Contractor's governing body, or officer or employee of Contractor shall vote for,
confirm or act to influence the employment, compensation or change in status of any person
related within the second degree of affinity or the third degree of consanguinity (as defined in
Tex. Gov. Code Chapter 573) to the member of the governing body or the officer or any
employee authorized to employ or supervise such person. This prohibition does not prohibit the
continued employment of a person who has been continuously employed for a period of two (2)
years prior to the election, appointment or employment of the officer, employee, or goveming
body member related to such person in [he prohibited degree. These restrictions shall also apply
to the goveming body, officers and employees of Contractor's subcontractors. Ignorance of any
Contract provisions or other requirements contained or referred to in this Contract shall not
constitute a defense or basis for waiving or appealing such provisions or requirements.
Section 12.02 Management and Control Systems. Contractor shall comply with all the
requirements of the Department's Contractor's Financial Procedures Manual, and any of its
General Provisions (Core Subrecipient) 2010 19
subseyuent amendments, which is available at the Deportment's web site:
hup:!lw~a ~~ dtih~ ,uue i ~ u/r~?ntr.,ct~. Contractor shall maintain an appropriate contract
administration system to insure that all terms. conditions, and specifications are met. Contractor
shall develop, implement, and maintain financial management and control systems that meet or
exceed the requirements of UGMS and adhere to procedures detailed in Departmem's
Conn'ector's Financial Procedwes Manual. Those requirements shall include. at a minimum, the
following:
a) tnancial planning, indudins the development of budgets that adequately ret7ect all
functions and resources necessary to carry out authorized activities and the adequate
determination of costs;
b) financial management systems that include accurate accounting records that are
accessible and identify the source and application of funds provided under each Program
Attachment of this Contract, and original source documentation substantiating [hat costs
are specifically and solely allocable to the Program Attachment and are h'aceable from
the u~ansaction to the general ledger; and
c) effective internal and budgetary controls; comparison of actual costs to budget;
determination of reasonableness. allowableness, and allocability of costs: timely and
appropriate audits and resolution of any findings; billing and collection policies; and a
mechanism capable of billing and making reasonable efforts to collect from clients and
third parties.
Section 12.03 Insurance. Conn~actor shall maintain insurance or other means of repairing or
replacing assets purchased with Department funds. Contractor shall repair or replace with
comparable equipment any such equipment not covered by insurance that is lost, stolen,
damaged or destroyed. if any insured equipment purchased with DSHS funds is lost, stolen.
damaged or destroyed, Contractor shall notify the Division Contract Management Unit assigned
to the Program Attachment to obtain instructions whether to submit and pursue an insurance
claim. Contractor shall use mry insurance proceeds to repair [he equipment or replace the
equipment with comparable equipment or remit the insurance proceeds ro DSHS.
Section 12.04 Fidelity Bond. For the benefit of DSHS, Contractor is required to carry a fidelity
bond or insurance coverage equal to the amount of funding provided under this Contract up to
$100,000 that covers each employee of Contractor handling funds under [his Contract, including
person(s) authorizing payment of such funds. The fidelity bond or insurance shall provide for
indemnification of losses occasioned by (I) any fraudulent or dishonest act or acts committed by
any of Contractot's employees, either individually or in concert with others, and/or (2) failure of
Contractor or any of its employees to perform faithfully his/her duties or to account properly for
all monies and property received by virtue of his/her position or employment. The bond or
insurance acquired under this section must include coverage for third party property and include
DSHS as a loss payee or equivalent designation. Contractor shall notify, and obtain prior
approval from, the DSHS Contract Oversight and Support Section before settling a claim on the
fidelity bond or insurance.
Section 12.05 Liability Coverage. For the benefit of DSHS, Contractor shall also maintain
liability insurance coverage, referred to in Tex. Gov. Code § 2261.102, as "director and officer
liability coverage" or similar coverage for all persons in management or governing positions
within Contractor's organization or with management or governing authority over Contractor's
General Provisions (Core Subrecipient) 2010 20
oreanization (collectively "responsible persons"). Contractor shall ensure [hat [he policy
includes Property of Others coverage with respect to funds and other property of [he State related
to this Contract, and includes DSHS as a loss payee on the policy. Contractor must maintain
copies of liability policies on site for inspection by DSHS and shall submit copies of policies to
DSHS upon request. This section applies ro entities that are organized as non-profit corporations
under the Texas Non-Profit Corporation Act; for-prott corporations organized under the Texas
Business Corporations Ac[; and any other legal entity. Contractor shall maintain liability
insurance coverage in an amount not less than the total value of this Contract and that is
sufficient to protect the interests of Department in the event an actionable act or omission by a
responsible person damages Department's interests. Contractor shall notify, and obtain prior
approval from, the DSHS Contract Oversight and Support Section before settling a claim on the
insurance.
Section t2.0fi Overtime Compensation. Except as provided in this section, Contractor shall
not use any of the funds provided by this Contract to pay [he premium portion of overtime.
Contractor shall be responsible for any obligations of premium overtime pay due employees.
Premium overtime pay is defined as any compensation paid to an individual in addition to the
employee's normal rate of pay for hours worked in excess of normal working hours. Funds
provided under this Contract may be used to pay [he premium portion of overtime only under the
following conditions: I) with [he prior approval of DSHS: 2) temporarily, in the case of an
emergency or an occasional operational bottleneck; 3) when employees are performing indirect
functions. such as administration, maintenance, or accounting; 4) in performance of tests,
laboratory procedures, or similar operations that are continuous in nature and cannot reasonably
be interrupted or otherwise completed; or 5) when lower overall cost to DSHS will result.
Section 12.07 Program Site. All Contractors shall ensure [hat the location where services are
provided is in compliance with all applicable local state and federal zoning, building, health,
fire, and safety standards.
Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the
format provided in the Department's Contractor's Financial Procedures Manual to the
Department's Contract Oversight and Support Section, at Mail Code 1326, P.O. Box 149347,
Austin, Texas 78714-9347, no later than the 60"' calendar day after [he effective date of the
Contract, except under the circumstance where a Contractor has a current Cost Allocation Plan
on file with the Department. Contractor shall implement and follow the applicable Cost
Allocation Plan. If Contractor's plan is the same as in the previous year, by signing this
Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same
as that submitted to DSHS for the previous year. In the event that the Cost Allocation Plan
changes during the Contract tetm, Contractor must submit a new Cost Allocation Plan to the
Contract Oversight and Support Section within thirty (30) calendar days after the effective date
of the change. Cast Allocation Plan must comply with the guidelines provided in [he
Depattment's Cona•actor's Financial Procedures Manual located at
hthr//www d~hs.st~te tx us/ronu'acts
Section 12.09 Reporting for Unit Rate and Fee-For-Service Contracts. Contractor shall
submit reports concerning unit rate and fee-for-service contracts to the Department in accordance
General Provisions (Core Subrecipient) 2010 21
with the requirements stated in the Department's Contractor's Financial Procedures Manual
located a[ htlr/hv~~ w.ikh,.zlate.ts.us/contrarl>.
Section 12.10 Historically Underutilized Businesses (HUBS). If Contractor was not required to
submit a HUB subcontractins plan and if subcontractine is pemtitted under this Program
Attachment. Contracta~ is encouraged to make a good faith effort ro consider subcontracting with
HUBS in accordance with Tex. Gov. Code Chapter ? 161 and 34 Tex. Admin. Code § 20.14 et
seq. Conuactors may obtain a list of HUBS at
httn://www window .rtte is uti/procurement/nro /hub. If Contractor has filed a HUB
subcontracting plan, the plan is incorporated by reference in this Contract. If Contractor desires
to make a change in the plan, Contractor must obtain prior approval from the Department's HUB
Coordinator of the revised plan before proposed changes will be effective under this Contract.
Contractor agrees to make a good faith effort [o subcontract with HUBS during the performance
of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator
by the 15th day of each month for the prior month's activity, if there was any such activity, in
accordance with 34 Tex. Admin. Code § 20.16(c).
Section 12.1 I Buy Texas. Contractor shall purchase products and materials produced in Texas
when the products and materials are available at a price and time comparable to products and
materials produced outside of Texas as required by Tex. Gov. Code § 2155.4441.
Section ] 2.12 Contracts with subrecipient Suhcontractors. Contractor may enter into
contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific
Program Attachment(sj. Prior to entering into an agreement equaling or exceeding $100,000,
Contractor shall obtain written approval fi~om DSHS. Contracts with subcontractors shall be in
writing and include the following:
a) name and address of all parties;
b) a detailed description of the services to be provided;
c) measw~able method and rate of paymem and total amount of contract:
d) clearly defined and executable termination clause;
e) begimting and ending dates that coincide with the dates of the applicable Program
Attachment(s) or that cover a term within the beginning and endive dates of the
applicable Program Attachment(s);
f) access to inspect the work and the premises on which any work is performed, in
accordance with [he Access and Inspection Article in these General Provisions; and
g) a copy of these General Provisions and a copy of the Statement of Work and any other
provisions in the Program Attachment(s) applicable to [he subcontract.
Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall
monitor subcontractors for both financial and programmatic performance and shall maintain
pertinent records that must be available for inspection by DSHS. Contractor shall ensure that
subcontractors are fully aware. of the requirements placed upon them by state/federal statutes,
rules, and regulations and under this Contract. Contractor shall not contract with a
subcontractor, at any tier, that is debarred or suspended or excluded from or ineligible for
participation in federal assistance programs.
General Provisions (Core subrecipient) 2010 22
Section 13.13 Status of Subcontractors. Contractor shall include in all its contracts with
subcontractors, the certifications stated in the Assurances and Certifications Article of these
General Provisions. Conn actor shall also reyuire all subcontractors to certify that they are not
delinquent on any repayment agreements: have not had a required license or certification
revoked; and have not had a contract terminated by the Deparnnent. Contractors shall further
require that subcontractors cetify that they have not voluntarily surrendered within the past three
13) years any license issued by the Department.
Section 12.14 Incorporation of Terms. Contractor shall ensure that all written agreements
with subrecipient subcontractors incorporate the terms of this Contract, and provide that the
subcontractor is subject to audit by DSHS. HHSC and [he SAO.
Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor
shall direct and be responsible for the performance of its employees, subcontractors, joint
venture participants or agents. Contractor is not an agent or employee of the Department or the
State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor
acknowledges that its employees, subcontractors, joint venture participants or agents will not be
eligible for unemployment compensation from the Department or the State of Texas.
Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of
Contractor, or representing themselves as signing this Contract on behalf of Contractor, warrant
and guarantee that they have been duly authorized by Contractor to execute [his Contract for
Conh'actor and to validly and legally bind Contractor to all of its teens.
Section 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is
solely responsible for filing all required state and federal tax forms and making all tax payments.
In [he event that the Department discovers that Contractor has failed to remain current on a
liability to the IRS, this Contract will be subject to remedies and sanctions under this Contract,
including immediate termination at [he Deportment's discretion. In the event of Contract
termination under this section. the Department will not enter into a contract with Contractor for
three (3) years from the date of temrination.
Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the
Division Contract Management Unit assigned to the Program Attachment within ten (]0)
business days of any change to the following: Contractor's name; contact information; key
personnel, officer, director or partner; organizational structure; legal standing; or authority to do
business in Texas. A change in Contractor's name requires an amendment to this Contract in
accordance with the Amendments section of these General Provisions.
Section 12.19 Quality Management. Contractor shall comply with quality management
requirements as directed by [he Department.
Section 12.20 Equipment (Including Controlled Assets) Purchases. Equipment means an
article of nonexpendable, tangible personal property having a useful lifetime of more than one
year and an acquisition cost of $5,000 or more, and "controlled assets." Controlled assets
include firearms regardless of the acquisition cost, and the following assets with an acquisition
cost of $500 or more: desktop and laptop computers, non-portable printers and copiers,
General Provisions (Core subrecipient) 2010 23
emergency management equipment. communication devices and systems, medical and
laboratory equipment, and media equipment. Contractors on a cost reimbursement payment
method shall inventory all equipment. If the pwchase of equipment is approved in writing by the
Department Contractor is required to initiate the purchase of that equipment in the first quarter
of the Contract or Program Attachment tens, as applicable. Failure to initiate the purchase of
eyuipment may result in loss of availability of funds for the purchase of equipment Requests to
purchase previously approved eyuipment after the first quarter of the Program Attachment must
be submitted to the Division Contract Management Unit assigned to the Program Attachment.
Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the
services under this Conh'act including medical supplies, dru_s.janitorial supplies. office
supplies, patient educational supplies, software, and any items of tangible personal property
other than those defined as equipment above.
Section 12?2 Changes to Equipment List. All items of equipment purchased with funds
under this Contract shall be itemized in Conu'actor's equipment list as finally approved by the
Department in the executed Contract Any changes to the approved equipment list in the
executed Conu'act must be approved in writing by Department prior to the purchase of
equipment. Contractor shall submit to [he Division Contract Management Unit assigned to the
Program Attachment, a written description including complete product specifications and need
justification prior to purchasing any item of unapproved eyuipment. If approved, Department
will acknowledge its approval by means of a written amendment or by written acceptance of
Contractor's Contract Revision Request, as appropriate.
Section 12.23 Equipment Inventory and Protection of Assets. ConUactor shall maintain an
inventory of equipment and submit an annual cumulative report to the Department's Contract
Oversight and Support Section, Mai] Code 1326, P.O. Box 149347, Austin, Texas 78714-9347.
no later than October ISih of each year. The report is located on the DSHS website at
httn://wtaw.dsh~ state is uskunnactti/tixms ~htm. Contractor shall administer a program of
maintenance, repair, and protection of assets under this Contract so as to assure their full
availability and usefulness. In the event Contractor is indemnified, reimbursed, or otherwise
compensated for any loss of, destruction of, or damage to the assets provided under this Contract,
Contractor shall use the proceeds to repair or replace those assets.
Section 12.24 Bankruptcy. In the event of bankruptcy, Contractor shall sever Department
property, equipment, and supplies in possession of Contractor from the bankruptcy, and title
shall revert to Department. If directed by DSHS, Contractor shall return all such property,
equipment and supplies to DSHS. Contractor shall ensure that its subcontracts, if any, contain a
specific provision requiring that in the event the subcontractor's bankruptcy, [he subcontractor
must sever Department property, equipment, and supplies in possession of the subcontractor
from the bankruptcy, and title reverts to Department, who may require that the property,
equipment and supplies be returned to DSHS.
Section 12.25 Title to Property. At the conclusion of the contractual relationship between the
Department and the Contractor, for any reason. title to any remaining equipment and supplies
purchased with funds under this Contract reverts to Department. Title may be transferred to any
General Provisions (Core Subrecipient) 2010 74
other party designated by Deparhnent. The Department may. at its option and to the extent
allowed by law, transfer the reversionary interest to such property to Contractor.
Section 12.26 Property Acquisitions. Department funds may not be used to purchase buildings
or real property. Any costs related to the initial acquisition of the buildings or real property are
not allowable.
Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American
Hospital Association's IAHA's) "Estimated Useful Lives of Depreciable Hospital Assets" in
disposing, a[ any time during or after the Contract term, of equipment purchased with the
Department funds, except when federal or state statutory requirements supersedes or when the
equipment requires licensure or registration by the state, or when the acquisition price of the
equipment is equal to or greater than $5.000. All other equipment no[ listed in the AHA
reference (other than equipment [hat requires licensure or registration or that has an acquisition
cost equal to or greater than $5,000) shall be controlled by the requirements of UGMS. If, prior
to the end of the useful life, any item of equipment is no longer needed to perform services under
this Contract, or becomes inoperable, or if the equipment requires licensure or registration or had
an acquisition price equal to or greater than $5,000, Contractor shall request disposition approval
and instructions in writing from the Division Contract Management Unit assigned to the Program
Attachment After an item reaches the end of its useful life, Contractor must ensure [hat
disposition of any equipmeN is in accordance with Generally Accepted Accounting Principles,
and any applicable federal guidance.
Section 12.28 Closeout of Equipment. At the end of the term of a Program Attachment that
has no additional renewals or that will not be renewed (Closeout) or when a Program Attachment
is otherwise terminated, Contractor shall submit to the Division Contract Management Unit
assigned to the Program Attachment, an inventory of equipment purchased with Department
funds and request disposition instructions for such equipment All equipment purchased with
Department funds shall be secured by the Contractor at the time of Closeout or termination of the
Program Attachment and shall he disposed of according to [he Department's disposition
instructions, which may include return of the equipment to DSHS or n~ansfer of possession to
another DSHS contractor, at the Contractor's expense.
Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment
method shall not encumber equipment purchased with Department funds without prior written
approval from the Department.
ARTICLE XIII GENERAL TERMS
Section 13.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or
in par[, in this Conu~act, or in any equipment purchased with funds from this Contract, without
the prior written consent of the Department.
Section 13.02 Lobbying. Contractor shall comply with Tex. Gov Code § 556.0055. which
prohibits conh~actors who receive state funds from using those funds to pay lobbying expenses.
Further, Contractor shall not use funds paid under this Contract to pay any person for influencing
or attempting to influence an officer or employee of any federal or state agency, a member of
General Provisions (Core Subrecipient) 2010 25
Congress, an officer or employee of Congress, or an employee of a member of Congress in
connection with the awarding of any contract or the extension, continuation. renewal.
amendment, or modification of any contract (31 USC $ 1352 and UGMS). If at any time [his
Contract exceeds $100.000 of federal funds. Conh'actor shall file with the Division Contract
Management Unit assigned to [he Program Attachment a declaration containing the name of any
registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf
of Contractor in connection with this Contract, a certification that none of [he funds provided by
Department have been or will be used for payment to lobbyists, and disclosure of [he names of
any and all registered lobbyists with whom Contractor has an agreement. Contractor shall file
the declaration, certification, and disclosure at the time of application for this Contract; upon
execution of this Contract unless Contractor previously filed a declaration, certification, or
disclosure form in connection with the award; and a[ the end of each calendar quarter in which
there occurs any event [hat materially affects the accuracy of the information contained in any
declaration, certification, or disclosure previously filed. Contractor shall require any person who
requests or receives a subcontract to file the same declm'atiat, certification, and disclosure with
the Division Contract Management Unit assigned to the Program Attachment. Contractor shall
also comply, as applicable, with the lobbying restrictions and requirements in OMB Circulars A-
122 Attachment B paragraph 25; A-87 Attachment B section 27; A-110 section_.27 and A-21
paragraphs 17 and 24. Contractor shall include this provision in any subcontracts.
Section 13.03 Conflict of Interest. Contractor represents to the Department that it does not
have nor shall it knowingly acquire any financial or other interest that would conflict in any
manner with the performance of its obligations under this Contract. Potential conflicts of interest
include, but are not limited to, an existing or potential business or personal relationship between
Contractor, its principal (or a member of the principal's immediate family), or any affiliate or
subcontractor and Department or HHSC, their commissioners, officers or employees, or any
other entity or person involved in any way in any project that is the subject of this Contract.
Conh'actor shall establish safeguards to prohibit employees from using their positions for a
pw-pose that constitutes or presents the appearance of personal or organizational conflict of
interest or persona] gain.
Section 13.04 Transactions Between Related Parties. Contractor shall identify and report to
DSHS any transactions between Contractor and a related party that is part of the work that the
Department is purchasing under this Contract before entering into the transaction or immediately
upon discovery. Contractor shall submit [o [he Division Contract Management Unit assigned to
the Program Attachment the name, address and telephone number of the related party, how the
party is related to the Contractor and the work the related piny will perform under this Contract.
A related party is a person or entity related to the Contractor by blood or maniage, common
ownership or any association that permits either to significantly influence or direct the actions or
policies of the other. The Contractor, for purposes of reporting transactions between related
parties, includes [he entity contracting with [he Department under this Contract as well as the
chief executive officer, chief financial officer and program director of the Contractor. Contractor
shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply
any additional information requested by the Department, regarding a transaction between related
parties, needed to enable the Department to determine the appropriateness of the transaction
pursuant to applicable state or federal law, regulations or circulars, which may include 45 CFR
par[ 74, OMB Circ. No. A-110, 2 CFR § 215.42, and UGMS.
General Provisions fCore Subrecipient) 2010 26
Section 13.05 Intellectual Property. Tex. Health & Safety Code § 12.020 authorizes DSHS to
protect intellectual property developed as a result of this Conu'act.
a) "Intellectual property" means created property that may be protected under copyright.
patent, or hademark/service mark law.
b) For pwposes of this Contract intellectual property prepared for DSHS use, or a work
specially ordered or commissioned through a conu'act for DSHS use is "work made for
hire." DSHS owns works made for hire unless it agrees otherwise by conh'act. To the
extent [hat title and interest to any such work may not, by operation of law, vest in DSHS.
or such work may not be considered a work made for hire, Contractor in'evocably assigns
[he rights, title and interest therein to DSHS. DSHS shall have the tight to obtain and
hold in its name any and all patents, copyright, registrations or other such protections as
may be appropriate to the subject matter, and any extensions and renewals thereof.
Contractor must give DSHS and the State of Texas, as well as any person designated by
DSHS and the State of Texas, all assistance required to perfect the rights defined herein
without charee or expense beyond those amounts payable to Contractor for goods
provided or services rendered under [his Contract.
c) If federal funds are used to finance activities supported by this Contract that result in the
production of intellectual property, the federal awarding agency reserves aroyalty-free,
nonexclusive, and in evocable license to reproduce, publish, or otherwise use, and ro
authorize others to use, for federal eovernment pwposes (1) the copyright in any
intellectual property developed under this Contract, including any subcontract: and (2)
any rights of copyright to which a Contractor purchases ownership with contract funds.
Contractor shall place an acknowledgment of federal awarding agency grant support and
a disclaimer, as appropriate, on any publication written or published with such support
and, if feasible, on any publication reporting the results of or describing agrant-supported
activity. An acknowledgment shall be to the effect that "This publication was made
possible by grant number from (federal awardine a~ency)" or "The project
described was supported by grant number from
(federal awardin¢ aoencv)" and "Its contents are solely the responsibility of [he authors
and do not necessarily represent the official views of the (federal awardinn aoencv)."
d) In the event the terms of a federal grant award the copyright to Contractor, DSHS
reserves aroyalty-free, nonexclusive, worldwide and irrevocable license to reproduce,
publish or otherwise use, and to authorize others to use, for DSHS, public health, and
state governmental noncommercial purposes (I) the copyright, trademark, service mark,
and/or patent on an invention, discovery, or improvement to any process, machine,
manufacture, or composition of matter; products; technology; scientific information;
trade secrets; and computer software, in any work developed under a grant, subgrant, or
contract under a gran[ or subgrant; and (2)
any rights of copyright, service or trade marks or patents to which a grantee, subgrantee
or a Contractor purchases ownership with contract funds.
e) If the results of the contract performance are subject to copyright law, the Contractor
cannot publish those results without prior review and approval of DSHS. Contractor shall
submit requests for review and approval to the Division Contract Management Unit
assigned to the Program Attachment.
General Provisions (Core Subrecipient) 2010 27
Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship
between Department and the Contractor, for any reason, Department shall have the sole
ownership rights and interest in all non-copyrightable intangible property that was developed,
produced or obtained by Contractor as a specific requirement under [his Contract or under any
gram that funds this Contract, such as domain names, URLs, etc. Contractor shall cooperate
with Department and perform all actions necessary to transfer ownership of such property to the
Department or its designee, or otherwise affirm Department's ownership rights and interest in
such property. This provision shall survive the termination or expiration of this Contract.
Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be
illegal or invalid, the illegal or invalid provision will be deemed stricken and deleted to the same
extent and effect as if never incorporated, but all other provisions will continue. The Parties
represent and agree that the language contained in this Contract is to be construed as jointly
drafted, proposed and accepted.
Section 13.08 Legal Notice. Any notice required or permitted to be given by the provisions of
this Contract shall be deemed to have been received by a Party on the third business day after the
date on which it was mailed to the Party at [he address specified by the Party to the other Party in
writing or, if sent by certified mail. on [he date of receipt.
Section 13.09 Successors. This Contract shall be binding upon the Parties and their successors
and assignees, except as expressly provided in this Contract.
Section 13.10 Headings. The articles and section headings used in this Contract are for
convenience of reference only and shall not be construed in any way to define, limit or describe
the scope or intern of any provisions.
Section 13.1 I Parties. The Parties represent to each other that they are entities fully familiar
with transactions of the kind reflected by the contract documents, and are capable of
understanding the terminology and meaning of their terms and conditions and of obtaining
independent legal advice pertaining to this Contract.
Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program
Attachment for any reason shall not release either Party from any liabilities or obligations set
forth in this Contract that (a) the Patties have expressly agreed shall survive any such termination
or expiration, or (b) remain to be performed or (c) by their nature would be intended to be
applicable following any such termination or expiration.
Section 13.13 Direct Operation. At the Department's discretion, the Department may
temporarily assume operations of a Contractor's program or programs funded under this Contract
when the continued operation of the program by Contractor puts at risk the health or safety of
clients and/or participants served by the Contractor.
Section 13.14 Customer Service Information. If requested, Contractor shall supply such
information as required by the Department to comply with the provisions of Tex. Gov. Code
Chapter 21 14 regarding Customer Service surveys.
General Provisions fCore Subrecipient) 2010 2g
Section 13.15 Amendment. Parties agree that the DeparUnem may unilaterally reduce funds
pursuant to the terms of this Contract without the written agreement of Contractor. All other
amendments to this Contract must he in writing and aereed to by both Parties, except as
otherwise specified in the Conh~actor's Notification of Change to Certain Contract Provisions
section or [he Connactoi's Request for Revision to Certain Contract Provisions section of this
Article. Conh'actor's request for certain budget revisions or other amendments must he
submitted in writing, including ajustification for the request, to the Division Contract
Management Unit assigned to the Program Attachment; and if a budget revision or amendment is
requested during the last quarter of [he Contract or Proeram Attachment term, as applicable,
Conh~ac[or's written justification must include a reason for the delay in making the request.
Revision a' other amendment requests may be granted at the discretion of DSHS. Except as
otherwise provided in this Article, Contractor shall not pertbrm or produce, and DSHS shall not
pay for the performance or production of, different or additional goods, services, work or
products except pursuant to an amendment of this Contract that is executed in compliance with
this section; and DSHS may not waive any [elm, covenant. or condition of this Contract unless
by amendment or otherwise in compliance with this Article.
Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The
following changes may be made to this Contract without a written amendment or the
Department's prior approval:
a) contractor's contact person and contactinforma[ion;
bj contact information for key personnel, as stated in Contractor's response to the
Solicitation Document, if any;
cj cumulative budget line item transfers that exceed 10~/o among direct cost categories, other
than the equipment category, of cost reimbursement contract Program Attachments of
less than $100,000, provided that the total budget amount is unchanged;
d) minor corrections or clarifications to the Contract language that in no way alter the scope
of work, objectives or performance measures; and
e) a change in the Contractor's share of the budget concerning non-DSHS funding other
than program income and match, regardless of the amount of the change, provided that in
changing the budget, Contractor is not supplanting DSHS funds.
Contractor within ten (10) calendar days shall notify in writing the Division Contract
Management Unit assigned to the Program Attachment of any change enumerated in this section.
The notification may be by letter, fax or email. Cwnulative budget line item transfers of 10%n or
less among direct cost categories. other than equipment, of cost reimbursement contracts of any
amount do not require written amendment or prior approval or notification.
Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A
Contractor's Revision Request is an alternative method for amending certain specified provisions
of this Contract that is initiated by the Contractor, but must be approved by DSHS. The
following amendments to this Conh~act may be made through a Contractor's Revision Request,
rather than through the amendment process described in the Amendment section of this Article:
a) cumulative budget line item u'ansfers among direct cost categories, other than the
equipment category, that exceed IO~Io of Program Attachments of $100.000 or more,
provided that the total budget amount is unchanged:
General Provisions (Core Subrecipient) 2010 29
h) line item transfer to other categories of funds for direct payment to trainees for training
allowances;
c) change in clinic hours or location;
d) change in equipment list substituting an item of equipment equivalent to an item of
equipment on the approved budget. (For example, purchase of XYZ brand computer
instead of approved ABC brand computer with essentially identical features as the XYZ
computer);
e) changes in the equipment category of a previously approved equipment budget (other
than acquisition of additional equipment which requires an amendment to this Contract):
f) changes specified in applicable OMB Circular cost principles as requiring prior approval.
regardless of dollar threshold (e.g., foreign travel expenses, overtime premiums,
membership fees); and
g) changes [o community sites, independent school districts or schools, in substance abuse
Program Attachments.
In order to request a revision of any of the enwnerated provisions, Contractor shall obtain a
Contract Revision Request form from the DSHS website and complete the form as directed by
the Department. Two copies of the completed form must be signed by Contractor's
representative who is authorized to sign contracts on behalf of Contractor, and both original.
signed forms must be submitted to the Division Contract Management Unit assigned to the
Program Attachment. Any approved revision will not be effective unless signed by the DSHS
Director of the Client Services Contracting Unit. A separate Contractor Revision Request is
required for each Program Attachment to be revised. Circumstances of a requested contract
revision may indicate the need for an amendment described in the Amendment section of this
Article rather than a contract revision amendment under this section.
Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO
PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A
WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM
SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY
HAVE BY OPERATION OF LAW.
Section 13.19 Hold Harmless and Indemnification Contractor, as an independent contractor,
agrees to hold Department, the State of Texas, individual state employees and officers, and the
federal government harmless and to indemnify them from any and all liability, suits, claims,
losses, damages and judgments, and to pay all costs, fees, and damages to [he extent that such
costs, fees, and damages arise from performance or nonperformance of Contractor, its
employees, subcontractors, joint venture participants or agents under this Contract.
Section 13?0 Waiver. Acceptance by either Party of partial performance or failure to complain
of any action, non-action or default under this Contract shall not constitute a waiver of either
Party's rights under this Contract.
Section 13:? I Electronic and Information Resources Accessibility Standards. As required
by 1 Tex. Admin. Code Chapter 213, as a state agency, DSHS must procure products that
comply with the State of Texas Accessibility requirements for Electronic and Information
Resources specified in 1 Tex. Admin. Code Chapter 213 when such products are available in the
General Provisions (Core Subrecipienp 2010 30
commercial marketplace or when such products are developed in response to a procurement
solicitation. If performance under this Contract includes the development, modification or
maintenance of a websi[e or other electronic and information resources for DSHS or for the
public on behalf of DSHS, Contractor shall provide the Department of Information Resources
(DIR) with the URL [o its Voluntary Product Accessibility Template (VPAT) for reviewing
compliance with the State of Texas Accessibility requirements (based on the federal standards
established under Section 508 of the Rehabilitation Act), or indicate [hat the product/service
accessibility information is available from the General Services Administration "Buy Accessible
Wizard" (hnp:/hvww huyacce~tiible <~ov ). Contractors not listed with the "Buy Accessible
Wizard" a'supplying a URL ro their VPAT must provide DIR with a report that addresses the
same accessibility criteria in substantively the same format. Additional information regarding
the "Buy Accessible Wizard" or obtaining a copy of the VPAT is located at
hurt:/Avww eection508 ~ ov/.
Section 13?2 Force Majeure. Neither Pm-ty will be liable for any failure or delay in
performing all or some of its obligations, as applicable, under this Conh~act if such failure or
delay is due to any cause beyond the reasonable control of such Party, including, but not limited
to, extraordinarily severe weather, strikes, natural disasters, tire, civil disturbance, epidemic, war,
coup order, or acts of God. The existence of any such cause of delay or failure will extend the
period of performance in the exercise of reasonable diligence until after the cause of the delay or
failure has been removed and, if applicable, for any reasonable period of time thereafter required
to resume performance. A Party, within a period of time reasonable under the circumstances,
must inform the other by any reasonable method [phone, email, etc.) and, as soon as practicable,
must submit written notice with proof of receipt, of the existence of a force majeure event or
otherwise waive the right as a defense to non-performance.
Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program
Attachments shall automatically continue as an "Interim Contract" beyond the expiration date of
the term of the Contract or Program Attachment(s), as applicable, under the following
circumstances: (I)on or shortly prior to the expiration date of the Contract or Program
Attachment, there is a state of disaster declared by the Governor that affects the ability or
resow'ces of the DSHS contract or program staff managins the Contract to complete in a timely
manner the extension, renewah or other standard contract process for [he Contract or Program
Attachment: and (2) DSHS makes the determination in its sole discretion that an Interim
Contract is appropriate under the circumstances. DSHS shall notify Conh~actor promptly in
writing if such a determination is made. The notice will specify whether DSHS is extending [he
Contract or Program Attachment for additional time for Contractor to perform or complete the
previously contracted goods and services (with no new or additional funding) or is purchasing
additional goods and services as described in the Program Attachment for the term of the Interim
Contract, or both. The notice will include billing instructions and detailed information on how
DSHS will fund the goods or services to be procured during the Interim Contract term. The
interim Contract will terminate thirty (30) days after the disaster declaration is terminated unless
the Parties agree to a shorter period of time.
General Provisions (Core Subrecipient) 2010 31
ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-
COMPLIANCE
Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute
breach of contract include, but are not limited to, the following:
a) failure to properly provide the services and/or goods pwchased under this Contract,
b) failure to comply with any provision of this Contract, including failure to comply with all
applicable statutes, rules or regulations;
c) failure to pay refunds or penalties owed to the Deparunent;
d) failure to comply with a repayment agreement with the Department or agreed order
issued by the Department,
e) failure by Contractor to provide a full accounting of funds expended under this Contract;
f) discovery of a material misrepresentation in any aspect of Contractor's application or
response to the Solicitation Document;
g) any misrepresentation in the assurances and certifications in [he Contractor's application
or response to the Solicitation Document or in this Contract, or
h) Contractor is on or is added to the Excluded Parties List System (EPLS).
Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for
both programmatic and financial compliance. The remedies set forth below are available to the
Department against Contractor and any entity that subcontracts with Contractor for provision of
services or goods. HHSC OIG may investigate, audit and impose or recommend imposition of
sanctions [o Department for any breach of this Contract and may monitor Contractor for financial
compliance. The Department may impose one or more remedies or sanctions for each item of
noncompliance and will determine sanctions on a case-by-case basis. Contractor is responsible
for complying with all of [he terms of this Contract. The listing of or use of one or more of the
remedies or sanctions listed below does not relieve Contractor of any obligations under this
Contract. A state or federal statute, rule or regulation, or federal guideline will prevail over the
provisions of this Article unless [he statute, rule, regulation, or guideline can be read together
with the provision(s) of this Article to give effect to both. If the Contractor breaches this
Contract by failing to comply with one or more of the terms of this Contract, including but not
limited to compliance with applicable statutes, rules or regulations, the Department may take one
or more of the actions listed below:
a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific
program type. In the case of termination, the Department will inform Contractor of the
termination no less than thirty (30) calendar days before the effective date of the
termination in a notice of termination, except for circumstances that require immediate
termination as described in the Emergency Action section of this Article. The notice of
termination will state the effective date of the termination, the reasons for the
termination, and, if applicable, alert [he Contractor of the opportunity to request a hearing
on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of
Block Grants. The Contractor agrees that it shall not make any claim for payment a'
reimbursement for services provided from the effective date of termination;
b) suspend all or pair of this Contract. Suspension is, depending on the context, either (1)
the temporary withdrawal of Contractor's authority to obligate funds pending corrective
action by Contractor or its subcontractorls) or pending a decision to terminate or amend
General Provisions (Core Subrecipien[) 2010 32
this Contract, or (Z) an action taken by the Department to immediately exclude a person
from participating in conh~act transactions for a period of time, pending completion of an
investigation and such leaal or debarment proceedinss as may ensue. Contractor may not
bill DSHS for services petformed during suspension and Contractor's costs resulting
from obligations incurred by Contractor dwins a suspension are not allowable unless
expressly authorized by the notice of suspension;
c) deny additional or future contracts with Contractor:
d) reduce the funding amount for failure to I) provide goods and services as described in
this Contract or consistent with Contract performance expectations, 2j achieve or
maintain the proposed level of service, 3) expend funds appropriately and at a rate that
will make full use of the award, or 4) achieve local match, if required:
e) disallow costs and credit for matching funds, if any, for all or pan of [he activities or
action not incompliance;
f) temporarily withhold cash payments. Temporarily withholding cash payments means the
temporary withholdins of a working capital advance, if applicable, or reimbursements or
payments to Contractor for proper charges or obligations incurred. pending resolution of
issues of noncompliance with conditions of this Contract or indebtedness to the United
States or to the Slate of Texas;
g) permanently withhold cash payments. Permanent withholding of cash payment means
that Department retains funds billed by Contractor for (I) unallowable, undocumented,
disputed, inaccurate. improper, or erroneous billings; (2) material failure to comply with
Contract provisions: or (3) indebtedness to the United States or to the State of Texas;
h) declare this Contract void upon the Department's determination that this Contract was
obtained fiaudulently or upon the Department's determination that this Contract was
illegal or invalid from this Contract's inception and demand repayment of any funds paid
under this Contract;
i) request that Contractor be removed from the Centralized Master Bidders List (CMBLj or
any other state bid list, and barred from participating in future contracting opportunities
with the State of Texas;
jj delay execution of a new contract or contract renewal with Contractor while other
unposed or proposed sanctions are pending resolution;
k) place Contractor on probation. Probation means that Contractor will be placed on
accelerated monitoring for a period not to exceed six (6) months at which time items of
noncompliance must be resolved or substantial improvement shown by Contractor.
Accelerated monitoring means more frequent or more extensive monitoring will be
performed by Department than would routinely be accomplished;
1) require Contractor to obtain technical or managerial assistance;
m) establish additional prior approvals for expenditure of funds by Contractor;
n) require additional or more detailed, financial and/or programmatic reports to be submitted
by Contractor;
o) demand repayment from Contractor when it is verified that the Contractor has been
overpaid, e.g., because of disallowed costs, payments not supported by proper
documentation, improper billing or accounting practices, or failure to comply with
Contract terms;
p) pursue a claim for damages as a result of breach of contract;
General Provisions (Core Subrecipient) ?010 33
q) require Contractor to prohibit any employee of Conu'actor from performins under this
Contract or having direct contact with DSHS-funded clients or participants, or require
removal of any officer or soverning body member, if the employee, officer or member of
the governing body has been indicted or convicted of the misuse of state or federal funds.
fraud or illegal acts that are in contraindication to continued obligations under this
Contract, as reasonably determined by DSHS;
r) withhold any payments to Contractor to satisfy any recoupment, liquidated damages, or
any penalty (if the penalty is permitted by statute) imposed by DSHS, and take repayment
from funds available under this Contract in amounts necessary to fulfill Contractor's
payment or repayment obligations;
s) reduce the Contract term;
Q recoup improper payments when it is verified that the Contractor has been overpaid, e.g.,
because of disallowed costs, payments not supported by proper documentation, improper
billing or accounting practices or failure [o comply with Contract terms;
u) assess liquidated damages; or
v) impose other remedies or penalties permitted by statute.
Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in
writing when a remedy or sanction is imposed (with the exception of accelerated monitoring,
which may be unannounced), stating [he nature of the remedies and sanction(s), the reasons for
imposing them, the corrective actions, if any, that must be taken before the actions will be
removed and the time allowed for completing the corrective actions, and the method, if any, of
requesting reconsideration of [he remedies and sanctions imposed. Other than in the case of
repayment or recoupment. Conu•actor is required to file, within fifteen (I S) calendar days of
receipt of notice, a written response to Depattment acknowledging receipt of such notice. If
requested by the Deparunent, the written response shall state how Contractor shall correct [he
noncompliance (corrective action plan) or demonstrate in writing that the findings on which the
remedies or sanction(s) are based are either invalid or do not warrant [he remedies or sanction(s).
If Department determines that a remedy or sanction is warranted, unless the remedy or sanction
is subject to review under a federal or state statute, regulation, rule, or guideline, Department's
decision is final. Department shall provide written notice to Contractor of Department's
decision. If required by the Department, Contractor shall submit a corrective action plan for'
DSHS approval and take corrective action as stated in the approved corrective action plan. If
DSHS determines that repayment is warranted, DSHS will issue a demand letter to Conu'actor
for repayment. If full repayment is not received within the time limit stated in the demand letter,
and if recoupment is available, DSHS will recoup the amount due to DSHS from funds otherwise
due [o Contractor under this Contract.
Section 14.04 Emergency Action. In an emergency, Department may immediately terminate or
suspend all or part of this Contract, temporarily or permanently withhold cash payments, deny
future contract awards, or delay contract execution by delivering written notice to Contractor, by
any verifiable method, statins the reason for the emergency action. An "emergency" is defined
as the followins:
a) Contractor is noncompliant and the noncompliance has a direct adverse impact on the
public or client health, welfare or safety. The direct adverse impact may be
programmatic or financial and may include failing to provide services, providing
inadequate services, providing unnecessary services, or utilizing resources so that the
General Provisions (Core Subrecipient) 2010 34
public or clients do not receive the benefits contemplated by the scope of work or
performance measures; or
b) Contractor is expending funds inappropriately.
Whether Contractor's conduct or noncompliance is an emergency will he deremtined by
Department on a case-by-case basis and will be based upon the nature of the noncompliance or
conduct.
ARTICLE XV CLAIMS AGAINST THE DEPARTMENT
Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against
the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department
Rules j§ 1.431-1.447 shall be used by DSHS and Contractor to attempt to resolve any breach of
contract claim against DSHS.
Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot
resolve in the ordinary course of business shall be submitted to the negotiation process provided
in Tex. Gov Code Chapter 2260, subchapter B. To initiate the process, Contractor shall submit
written notice, as required by subchapter B, to DSHS's Office of General Counsel. The notice
shall specifically state that the provisions of Chapter 226Q, subchapter B, are being invoked. A
copy of the notice shall also be given to all other representatives of DSHS and Contractor.
Subchapter B is a condition precedent to the tiling of a contested case proceedine under Tex.
Gov. Code Chapter 2260, subchapter C.
Section 15.03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter
226Q, subchapter C, is Contractor's sole and exclusive process for seekins a remedy for any and
all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under
this Article.
Section 15.04 Condition Precedent to Suit. Compliance with the contested case process
provided in Tex. Gov. Code Chapter 2260, subchapter C, is a condition precedent [o seeking
consent to sue from the Legislature under Tex. Civ. Prac. & Rem. Code Chapter 107. Neither
the execution of this Contract by DSHS nor any other conduct of any representative of DSHS
relating to this Contract shall be considered a waiver of sovereign immunity to suit.
Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the
pendency of a claim constitutes wounds for the suspension of performance by Contractor, in
whole or in part.
ARTICLE XVI TERMINATION
Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the
Survivability of Tenns section of the General Tenns Article, Contractor's service obligations set
forth in each Program Attachment shall end upon the expiration date of that Program Attachment
unless extended or renewed by written amendment. Prior to completion of the teen of all
General Provisions (Core Subrecipient) 2010 35
Proeram Attachments, all or a pats of this Contract ma_y be terminated with or without cause as
set forth below.
Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's
authority to obligate previously awarded funds before that authority would otherwise expire or
the voluntary relinquishment by Contractor of the authority to obligate previously awarded
funds. Contractor's costs resulting from obligations incuned by Contractor after termination of
an award are not allowable unless expressly authorized by the notice of termination. Upon
termination of this Contract or Proeram Attachment, as applicable, Contractor shall cooperate
with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities
under this Contract or Program Attachment, as applicable, to DSHS or other entity designated by
DSHS. Upon termination of all or part of this Contract, Department and Contractor will be
discharged from any further obligation created under the applicable teens of this Contract or the
Program Attachment, as applicable, except for the equitable settlement of the respective accrued
interests or obligations incurred prior to termination and for Contractor's duty [o cooperate with
DSHS, and except as provided in the Survivability of Terms section of the General Teens
Article. Termination does no[, however, constitute a waiver of any remedies for breach of this
Contract. In addition. Contractor's obligations to retain records and maintain confidentiality of
information shall survive [his Contract.
Section 16.03 Acts Not Constituting Termination. Termination does not include [he
Department's (I) withdrawal of funds awarded on the basis of the Contractor's underestimate of
the unobligated balance in a prior period; (2) withdrawal of the unobligated balance at the
expiration of [he term of a program attachment: (3) refusal to extend a program attachment or
award additional funds to make a competing or noncompeting continuation, renewal, extension,
or supplemental award; (4) non-renewal of a contract or program attachment at Department's
sole discretion; or (5) voiding of a contract upon determination that the award was obtained
fraudulently, or was otherwise illegal or invalid from inception.
Section 16.04 Termination Without Cause.
a) Either Pasty may terminate this Contract or a Program Attachment, as applicable, with at
least thirty (30) calendar days prior written notice to the other Patty, except that if
Contractor seeks to terminate a Contract or Program Attachment that involves residential
client services, Contractor must give [he Department at least nicety (90) calendar days
prior written notice and must submit a transition plan to ensure client services are not
disrupted.
b) The Parties may terminate this Contract or a Program Attachment by mutual agreement.
c) Either Party may terminate this Contract or a Program Attachment with at least thirty (30)
calendar days prior written notice to the other Party in the event funds become
unavailable through lack of appropriations, budget cuts, transfer of funds between
programs or health and human services agencies, amendments to the Appropriations Act,
health and human services consolidations, or any disruption of current appropriated
funding for this Contract or Program Attachment.
d) Department may terminate this Contract at' a Program Attachment immediately when, in
the sole determination of Department, tem~ination is in the best interest of the State of
Texas.
General Provisions (Core Subrecipient) 2010 36
Section 16.05 Termination For Cause. Either PmYy may renninate for material breach of this
Contract with at least thirty (30) calendar days written notice to the other Party. Depatment may
terminate this Contract, in whole or in part, for breach of contract or for any other conduct that
jeopardizes the Contract objectives, by giving at least thirty (30) calendar days written notice to
Contractor. Such conduct may include one or more of the following:
a) Contractor has failed to adhere to any laws, ordinances, rules, regulations or orders of any
public authority having jurisdiction;
b) Contractor fails to communicate with Department or fails to allow its employees or those
of its subcontractor to communicate with Department as necessary for the performance or
oversight of this Contract-,
c) Contractor breaches a standard of confidentiality with respect to the services provided
under this Contract;
d) Department determines that Contractor is without sufficient personnel or resow'ces to
perform under this Contract or that Contractor is otherwise unable or unwilling [o fulfill
any of its requirements under this Contract or exercise adequate control over expenditures
or assets:
e) Department determines that Contractor. its agent or another representative offered m
gave a gratuity (e.g., entertainment or gift) to an official or employee of DSHS or HHSC
for the propose of obtaining a contract or favorable treaunent;
t) Department determines that this Contract includes financial participation by a person who
received compensation from DSHS to participate in developing, drafting or preparing the
specifications, requirements or statement(s) of work or Solicitation Document on which
this Conh'act is based in violation of Tex. Gov. Code § 2155.004; or Department
determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code
§§ 2155.006 or 2261.053 related to certain disaster response contracts;
g) Contractor appears to be financially unstable. Indicators of financial instability may
include one or more of the following:
1) Contractor fails to make payments;
2) Contractor makes an assignment For the benefit of its creditors;
3) Conh'actor admits in writine its inability to pay its debts generally as they become
due:
4) if judgment for the payment of money in excess of $50,000 (that is not covered by
insurance) is rendered by any court or' governmental body against Contractor, and
Contractor does not (a) discharge the judgment or (b) provide for its discharge in
accordance with its terms, or (c) procure a stay of execution within thirty (30)
calendar days from the date of entry of the judgment, and within the thirty (30)-day
period or a longer period during which execution of the judgment has been stayed,
appeal frmn the judgment and cause the execution to be stayed during such appeal
while providing such reserves for the judgment as may be required under generally
accepted accounting principles;
5) a writ or warrant of attachment or any similar process is issued by any court against
all or any material portion of the property of Contractor, and such writ or warrant of
attachment or any similar process is not released or bonded within thirty (30) calendar
days after its entry;
6) Contractor is adjudicated bankrupt or insolvent;
Genera] Provisions (Core Subrecipient) 2010 37
7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any
provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt dissolution, receivership or liquidation law of any jurisdiction, whether now
or hereafter in effect. or consents to the tiling of any case or petition against it under
any such law:
8) any property or portion of the property of Contractor is sequestered by court order
and the order remains in effect for more than thirty (30) calendar days after
Contracts obtains knowledge thereof;
9) a petition is filed against Conhac[or under any state reorganization, arrangement.
insolvency, readjusUnent of debt, dissolution, receivership or liquidation law of any
jurisdiction, whether now or hereafter in effect, and such petition is no[ dismissed
within thirty (30} calendar days;
10) Conu-actor consents to [he appoinhnent of a receiver, trustee, or liquidator of
Contractor a' of all or any part of its property;
h) Contractor's management system does not meet the UGMS management standards; or
i) Any required license, certification, permit, registration or approval required to conduct
Contractor s business or [o perform services under this Contract is revoked, is
surrendered, expires, is not renewed, is inactivated or is suspended.
Section Iti.06 Notice of Termination. Either Party may deliver written notice of intent to
terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a
part of this Contract, Department and Contractor shall attempt to resolve any issues related to the
anticipated termination in good faith during the notice period.
ARTICLE XVII VOID, SUSPENDED, AND TERMINATED CONTRACTS
Section 17.01 Void Contracts. Department may hold [his Contract void upon determination
that the award was obtained fraudulently or was otherwise illegal or invalid from its inception.
Section 17.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A
Contractor who has been a party [o a contract with DSHS that has been found to be void,
suspended, or terminated for cause is not eligible for expansion of current contracts, if any, or
new contracts or renewals until the Department has determined that Contractor has satisfactorily
resolved the issues underlying the suspension or termination. Additionally, if this Contract is
found to be void, any amount paid is subject to repayment.
Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code ~ 2105.302, after receiving notice
from the Department of termination of a contract with DSHS funded by block grant funds,
Contractor may request an administrative heating under Tex. Gov. Code Chapter 2001.
ARTICLE XVIII CLOSEOUT AND CONTRACT RECONCILIATION
General Provisions (Core Subrecipient) 2010 38
Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program
Attachment, as applicable, (and any renewals of this Contract or Program Attachmenq on its
own terms, Contractor shall cease services under this Contract or Program Attachment: and shall
cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration, as
necessary, to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS
or other entity designated by DSHS. Upon receiving notice of Conuact or Program Attachment
termination or non-renewal. the Conu'actor agrees to immediately begin to effect an orderly and
safe transition of recipients of services to alternative service providers, as needed. Contractor
also agrees to completely cease providing services under this Contract or Program Attachment
by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS
for services performed after termination or expiration of this Contract a Program Attachment, or
incw' any additional expenses once this Contract or Program Attachment is terminated or has
expired. Upon termination, expiration or non-renewal of this Contract or a Program Attachment,
Contractor shall immediately initiate Closeout activities described in this Article.
Section 18.02 Administrative Offset The Department shall have the right [o administratively
offset amounts owed by Contractor against billings.
Section 18.03 Deadline for Closeout. Contractor shall submit all financial, performance, and
other Closeout reports required under this Contract within sixty (60) calendar days after the
Contract or Program Attachment end date. Unless otherwise provided under the Final Billing
Submission section of the Payment Methods and Restrictions Article, the Department is not
liable for any claims that are not received within sixty (60) calendar days after the Contract or
Program Attachment end date.
Section 18.04 Payment of Refunds. Any funds paid [o the Contractor in excess of the amount
to which the Contractor is finally de[ennined to be entitled under the terms of [his Contract
constitute a debt to the Department and will result in a refund due. Contractor shall pay any
amount due within the time period established by the Department.
Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program
Attachment does not affect the Department's right to disallow costs and recover funds on the
basis of a later audit or other review or the Contractor's obligation to return any funds due as a
result of later refunds, conections, or other transactions.
Section 18.06 Contract Reconciliation. If Contractor is required ro annually reconcile multi-
year contracts, Contractor, within sixty (60) calendar days after the end of each year of this
Contract, shall submit to the Division Contract Management Unit assigned to the Program
Attachment all financial and reconciliation reports required by Department in forms as
determined by Department. Required reconciliation forms and reports may include the
following: Cash Match Participation Form, In-kind Match Participation Form, Program Income
Repots, Equipment Inventmry, Controlled Items Inventory, Contractor's Release Agreement, and
Reconciliation Refund Remittance Fonn. Any additional fornts of reports required by
Department will be posted on the DSHS website prior to the reconciliation period. Unless
otherwise directed by Department, all forms and reports must be submitted in hard copies, with
original signatures if required, to DSHS by the due date.
General Provisions (Core Subrecipient) ?010 39